SupaSwap Terms and Conditions

Commencing 1st August 2009

If you wish to trade via this Website, you must agree to the terms and conditions listed below as the basis which governs such trades and must click the "I have read and agree to the website terms and conditions’ and ‘I have read, and agree to the Cashplus card terms and conditions’. If you cannot agree to any of the conditions, do not use this Website.

Introduction:-

A. SupaSwap is the trading name of SupaSwap Corporation.

B. If a buyer wishes to purchase or swap any items it sees on any SupaSwap website, it must conclude the contract directly with the seller on such terms and conditions as they agree.

C. SupaSwap is not responsible for the conclusion of any trading of items featured on this website or for any after-sales problems that may arise.

D. Membership of SupaSwap is free, however SupaSwap reserves the right to introduce fees in the future. Any introduction of fees will be communicated to members at least 30 days prior to their initiation. Membership can be terminated at any time by users of SupaSwap.There are no fees for listing items, items for sale if sold do attract fees based on the final selling price of a sale item, items for swap also attract fees from both parties involved in the swap.

E. Sellers may invite offers for items. Sellers and Buyers may also swap items and they will be required to fix a value for each item.

F. In the case of a swap each party will be considered a Seller in respect of the item it transfers to the other party and each party will be considered a Buyer in respect of the item it acquires from the other party.

This website provides an online forum for buying, selling and swapping. The items offered are offered by third parties. However SupaSwap may offer items for sale.

THIS AGREEMENT is made between SupaSwap Corporation and you ("the User").

1. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:-

"Buyer" - an entity which buys Material from a Seller which the express permission of the “User”

"Information" - verbal information and graphic information and images relating to Material posted on the SupaSwap website.

"Intellectual Property Rights" - all copyrights, patents, registered and unregistered design rights, database rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

"SupaSwap Website" – all SupaSwap domains.

"SupaSwap Corporation" - the entity which is the owner of the SupaSwap websites and whose offices are located in New York.

"Legal Representative" a person of at least 18 years of age acting on behalf of the Minor, Parent or Guardian.

"Material" - item(s) which the Seller is offering to sell.

"Membership Fee" - any monthly subscription fee payable by all SupaSwap members.

"Minor" - any member of the SupaSwap websites under the age of 18

"Privacy Policy" - the policy setting out how SupaSwap will process any personal information which a “User” registers on the SupaSwap website.

"Registration Details" - the details of the minor member is restricted to name, date of birth that their parent or guardian provided on registering for the SupaSwap website.The registration of the parent or guardian the “User” may include physical address, email address, age and the Legal Representative's passport number, social security number, credit, debit or charge card details.

"Sale" - a sale effected in respect of an item featured on the SupaSwap website.

"Seller" - an entity which advertises material on the SupaSwap website with the express permission of the “User”

“Buyer” an entity which purchses material on the SupaSwap website with the express permission of the “User”.

"Service" - the provision of the SupaSwap website as a forum for Sales.

"Unacceptable" - material or information which under the laws of any jurisdiction from which the SupaSwap website may be accessed may be considered to be any of the following:-

• a. illegal, illicit, indecent, obscene, racist, offensive, pornographic, insulting, false, unreliable, misleading, alleged to be or actually defamatory or in infringement of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights);
• b. in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);
• c. in contravention of legislation, including without limitation, that relating to counterfeiting, piracy, weapons, animals or alcohol;
• d.harmful to the reputation supaswap

"User" – a person over the age of 18, who is the parent or legal guardian of the minor

2.SELLER TERMS

2.1 The Seller recognises and accepts that it bears sole responsibility for all material and all Information [as provided by the Seller to SupaSwap posted on the SupaSwap website by the User] and the Seller hereby indemnifies and holds harmless SupaSwap and the Buyer in the event that the material or information is Unacceptable.

2.2 SupaSwap shall retain the right at all times to refuse to provide the Service or any part thereof, including without limitation, the right to refuse to include any unacceptable Information on the SupaSwap website and the right to remove any Unacceptable Information from the SupaSwap website.

2.3 Posting of Information by SupaSwap on the SupaSwap website shall not under any circumstances constitute a waiver of any of its rights in relation to such Information or of any breach of the Seller's obligations under this Agreement.

2.4 The Seller warrants, represents and undertakes in relation to all Material and Information (including, for the purposes of this Clause 2.4, any Information which it requests SupaSwap to post on the SupaSwap website) that no such Material or Information shall be Unacceptable and that the Seller has obtained full and effective licence(s) from all relevant third parties allowing it to sell the Material and to include such Information on the SupaSwap website and that it can convey good title in such Material to the Buyer and the Seller hereby holds harmless indemnifies SupaSwap in respect of the consequences of any breach of this clause.

2.5 The Seller warrants that the Information will be accurate, relate only to the Material, and not to any other matter, and will not include links to other websites and that the Material will be categorised by the Seller within the appropriate category(ies) on the SupaSwap website.

2.6 The Seller undertakes to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with Sales of the Material. Where SupaSwap pays any such sums, the Seller undertakes to reimburse such sums to SupaSwap immediately on demand.

2.7 The Seller undertakes fully to virus-check all data supplied to SupaSwap pursuant to this Agreement and to use its best endeavours to eliminate any viruses or other harmful code prior to posting.

2.8 The Seller undertakes not to embark on any course of action, whether by use of the SupaSwap website or any other means, which may cause a disproportionate level of Website activity without providing at least seven day’s prior notice in writing to SupaSwap.

2.9 Any listing fee or commissions will be payable as and when they fall due or by the means set out on the SupaSwap website. No refunds of fees or commissions will be refunded under any circumstances.

2.10 SupaSwap is not liable to the Seller in the event that it is not paid by the Buyer or such money once paid are reclaimed from the Seller because of fraud by the Buyer or for other reasons.

2.11 Where the Seller makes or gives warranties, representations or undertakings to SupaSwap under the terms of this Agreement, those warranties, representations or undertakings are also made for the benefit of the Buyer who shall be entitled to rely on them.

2.12 The parties agree that the Seller is the sole author, editor or publisher of the Information included on the SupaSwap website.

2.13 Sale prices must be quoted inclusive of VAT where applicable.

3. BUYER TERMS

3.1 All Material offered on the SupaSwap website is offered by third parties not by SupaSwap unless otherwise specified.

Accordingly, the Material is delivered on an “as is” basis and SupaSwap shall not have any responsibility/liability for such Material or any defects therein or for failure to deliver the same. It is the Buyer's sole responsibility to satisfy itself prior to entering into a Sale that the Material is suitable for its purposes.

3.2 SupaSwap gives no warranties, whether express or implied, statutory or otherwise, which relate to the condition or fitness for any purpose of the Material or any part thereof or to the care or skill with which the Material or any part thereof has or should have been (or, as the case may be, will or ought to be) prepared are hereby expressly excluded. However, Buyer may be able to rely on express and/or implied warranties and conditions arising out of its agreement with the Seller.

3.3 SupaSwap does not represent or warrant that the Information is accurate, complete or current. SupaSwap has no liability whatsoever in respect of any use which the User makes of such Information.

3.4 The Buyer obtains no Intellectual Property Rights in the Material it purchases.

3.5 Title to Material shall not pass to the Buyer until payment has been made in full.

3.6 Any credit card details which the Buyer may provide in the future on registering for the SupaSwap website must relate to a credit card that the Buyer is entitled to use.

4. TERMS WHICH APPLY TO BUYERS AND SELLERS

4.1 In registering for this Website, the User must provide accurate Registration Details which the User must update after any changes (except age) before using the SupaSwap website again. Registration is subject to the terms of the Privacy Policy.

4.2 The User hereby warrants to SupaSwap that it is at least eighteen years of age and legally able to enter into contracts for the Material.

4.3 SupaSwap reserves the discretionary right to withdraw any Information from the SupaSwap website without prior notice.

4.4 The User's Registration Details and data relating to its use of the SupaSwap website will be recorded by SupaSwap but this information shall not be disclosed to third parties (other than on an aggregated, anonymous basis) nor used for any purpose unrelated to the SupaSwap website.

4.5 SupaSwap may send a small file to the User's computer when it visits the SupaSwap website. This "cookie" will enable SupaSwap to identify the User's computer, track its behaviour on the SupaSwap website and to identify the User's particular areas of interest so as to enhance the User's future visits to the SupaSwap website. The cookie will not enable SupaSwap to identify the User and SupaSwap shall not use it otherwise than in relation to this Website. The User can set its computer browser to reject cookies but this may preclude use of certain parts of this Website.

4.6 The User hereby authorises SupaSwap to use any information which it submits to this website to process any Sale, inform the User of special offers and for other marketing and related purposes. SupaSwap will not use User data for any other purposes than as set out in this Agreement except that SupaSwap may disclose this data if compelled to do so by law, or at the request of a law enforcement agency or governmental authority.

4.7 If the User does not wish SupaSwap to use its information as set out in Clauses 4.3-4.6 above, it should leave the SupaSwap website before submitting its personal details.

4.8 SupaSwap has appropriate security procedures in place to protect the User's personal information.

4.9 SupaSwap reserves the right to suspend or terminate a User's account where, in its absolute discretion, it deems such suspension appropriate. In the event of such suspension or termination, SupaSwap will notify the User by email and the User must not seek to re-register either directly or indirectly through a related entity.

4.10 For the avoidance of doubt, SupaSwap is providing a service not goods.

4.11 SupaSwap owns all Intellectual Property Rights in the SupaSwap website and the Service, including without limitation, the design, text, graphics, the selection and arrangement thereof.

4.12 Fraud and Intellectual Property Right Infringement. SupaSwap takes reported and actual infringement of Intellectual Property Rights and fraud extremely seriously and whilst Users cannot hold SupaSwap or the Card Issuer liable in relation to such issues, SupaSwap requests all Users to report such matters immediately by email or telephone. SupaSwap does not provide a service for the investigation or prosecution of alleged Fraud or Intellectual Property Right Infringement by its members but SupaSwap shall:

• 4.12.1 endeavour on notification to inform the appropriate authorities;
• 4.12.2 terminate the membership of any person/”User” who appears to have been guilty of such behaviour.
• 4.13 In addition to the terms set out herein, a Seller may wish to make the provision of Material subject to its own terms and conditions. It is up to the Seller to incorporate those terms validly into the contract it forms with the Buyer. However, in the event of any conflict between any terms in the Seller's terms and those set out in this Agreement, the terms of this Agreement shall prevail.
• 4.14 Users will be invited to send comments to SupaSwap by email relating to the integrity and performance of other Users.

5. LIMITATION OF LIABILITY

5.1 SupaSwap is not liable for any indirect loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by any User arising in any way in connection with this Agreement or any Sale or for any wasted management time, misrepresentation, failure to make anticipated savings or liability of the User to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss .

5.2 Whilst SupaSwap will make all reasonable attempts to exclude viruses from the SupaSwap website, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, the User is recommended to take all appropriate safeguards before downloading Information from the SupaSwap website.

5.3 SupaSwap shall not be liable for ensuring that the Information on the SupaSwap website is not Unacceptable and the Buyer in making any purchase from the SupaSwap website accepts that it does so exclusively at its own risk.

5.4 SupaSwap is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.

5.5 SupaSwap provides a platform for Users to trade goods and has no control over or responsibility for the quality, safety, or legality of such goods, the ability of a User to convey good title to such goods, or the ability of a User to pay for any goods.

5.6 Each User hereby acknowledges that SupaSwap is not and cannot be responsible for the behaviour of, or the goods offered for sale or supply by other Users. Without prejudice to the generality of the foregoing, such behaviour may include fraud or misrepresentation.

5.7 SupaSwap is not responsible for the direct or indirect consequences of a User linking to any other website from the SupaSwap website.

5.8 SupaSwap shall not be liable for any interruption to the Service, whether intentional or otherwise.

5.9 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of SupaSwap or its appointed agents.

6. CHILDREN, MINORS, USE OF CARD AND INDEMNITIES

6.1 The Legal Representative who registers a minor Member on the SupaSwap Website is legally responsible for:-

• 6.1.A all transactions carried out by that minor Member via the SupaSwap Website;
• 6.1.B all use of PayPal or any other payment method, gateway, which may be introduced by SupaSwap at its discretion; and hereby indemnifies SupaSwap and each User who deals with such Minor Member in relation to the use of such PayPal,or other payment methods and fulfilment of all such transactions and the direct and indirect consequences of any non-fulfilment thereof.
• 6.2 Each User who transacts with another User via the SupaSwap Website does so entirely at its own risk without any responsibility or liability whatsoever on the part of SupaSwap and each User must be aware that in respect of any Sale which it enters into with a Minor, by virtue of the law, the Minor may subsequently be able to set aside and invalidate such Sale.
• 6.3 Minor Members may only enter into Sales if they have been expressly authorised so to do by the Legal Representative”User” who registered them on the SupaSwap Website.
• 6.4 In the case of Minor Members, the PayPal account will be in the name of the Legal Representative”User” .
• 6.5 The User hereby agrees to indemnify SupaSwap against all liabilities, claims and expenses that may arise from any breach of this Agreement by the User.
• 6.6 All use of PayPal by Users is subject to the terms and conditions of the PayPal Issuer as set out at www.paypal.co.uk and the User hereby indemnifies SupaSwap in respect of all consequences of its use of the PayPal in any manner inconsistent with those terms and conditions.
• 6.7 Each Sale is subject to a commission which will be due to PayPal and collected in such manner as PayPal deems suitable.

7. GENERAL

7.1 Subject to Clause 7.2, this written Agreement and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 7.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

7.2 SupaSwap reserves the right to alter its terms of business from time to time. Prior to entering into a transaction, Users should check that the terms have not altered. The date from which the terms are operative will appear at the top of the terms and conditions. If they have, the User should examine the new set of terms and only enter into a transaction if it accepts the new terms.

7.3 Disputes, neither SupaSwap, PayPal, Gate2Shop or VoicePay are responsible for the resolution of any disputes between Users in respect of any Sales or related transactions arising directly or indirectly out of use of the SupaSwap Website and neither SupaSwap, PayPal, Gate2Shop or VoicePay provides any forum or assistance in relation to the resolution of any such disputes.

7.4 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

7.5 SupaSwap reserves the right to assign or subcontract any or all of its rights and obligations under this Agreement.

7.6 The User may not assign or otherwise transfer its rights or obligations under this Agreement without SupaSwap's prior written consent.

7.7 Any notice given pursuant hereto may be served by post, personally or by email to the last known email address of the addressee. It is the responsibility of Users promptly to update SupaSwap of any change of address or email address. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service, when sent by email 24 hours after the same shall has been sent, or if sent by post 72 hours after put into the post correctly addressed and prepaid.

7.8 SupaSwap shall not be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

7.9 Any delay or forbearance by SupaSwap in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

7.10 By virtue of the Contracts (Rights of Third Parties) Act 1999, PayPal will be entitled to rely on the provisions herein referring to such issuer.

7.11 This Agreement shall be governed by EU and all International laws.