Terms and Conditions

Introduction

The SwapItGreen System (“System”) has been developed and is operated by Purple Parrot, Inc. The System is intended to provide You, one of its users, with an accessible and enjoyable way to register as a subscriber to the System, to trade Your items for Trading Points (“Swap”), and then to purchase items posted by other users with the Trading Points You have accumulated.

1. License

a) Subject to the terms and conditions of this Agreement, we grant You a nonexclusive non-transferable, limited, term license to access and use The SwapItGreen Web Site (the "System") on Your computer. You may access and use the System through the Internet, using web browser software as currently identified at browser requirements page. You alone are responsible for obtaining the Internet connectivity to connect to, access and use the System.

b) The System is licensed (not sold) to You for Your use in accordance with this Agreement and Our policies and procedures. We own all copyright, trade secret, patent and other proprietary rights in the System. Any use of the System not expressly permitted by this Agreement is prohibited. In particular, and without limitation of the foregoing, You shall not (a) attempt to, or in fact, reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of the System, (b) modify, enhance or create derivative works of the System, (c) engage in service bureau work using the System, (d) transmit the System over a network, by telephone, or electronically using any means, (e) alter or modify any part of the System or (f) make any copy of the System, or any portion thereof, including without limitation, any copy made on any computer owned or operated by You. This Agreement grants no express or implied license, right or interest in the System or any portion or aspect of it other than the express use and rights set forth in above. If You suggest new features, benefits, functionality or other aspects of the System, or any portion thereof, that We, at our sole discretion, adopt for the System, such new features, functionality or other aspects of the System or any portion thereof will be our sole and exclusive property. You shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from the System. We reserve all rights to the System not expressly granted by this Agreement.

2. Fees and Payment

a) In consideration for the license granted to You under this Agreement, You agree to pay Us the applicable transaction fees. All transaction fees are due immediately upon the completion of a purchase transaction and are non-refundable unless otherwise expressly identified in this Agreement, even if Your use of the System is suspended, terminated, or transferred.

b) You are also responsible to pay any sales, use or other taxes applicable to Your use of the System or sale of any items by you on the System.

c) All postage and delivery charges will be paid by either You or the other person in Your Swap. SwapItGreen assumes no responsibility for any postage or delivery charges.

3. Trading Points

a) Only Trading Points will be received as consideration in any Swap. There is no commercial or other value for Trading Points outside their use in Swaps. You agree that We have the absolute right to manage, regulate, control, modify and/or eliminate Trading Points as We see fit in Our sole discretion, in any general or specific case, and that We will have no liability to You based on Our exercise of such right.

b) You must have Trading Points in Your account in order to purchase any item on the System. We will not extend You any credit for any Trading Points.

4. Swaps

a) We may not allow You the ability to conclude any individual Swap or series of Swaps with respect to general volume or price limitations set by Us. We may limit sellers or buyers to any group of users at any time. We may halt or suspend any transaction in cases of actual or suspected fraud, violations of other laws or regulations, or deliberate disruptions to or interference with the System.

b) Any description of an item You post on the System will be complete and accurate. The item will do what You say it will, and will be in the condition You represent it to be. You will not exaggerate an item's features or capabilities. You will be honest about any repairs the item might need, and any shortcomings it might have.

c) Any software, CDs, DVDs, or other electronic media listed for trade must be original licensed merchandise and not bootleg copies. You will not offer for Swap any items that You suspect are counterfeit goods.

d) You will not offer for Swap any services, weapons, drugs, pornography, animals, food products or plants, alcohol, real estate, pirated intellectual property, or anything prohibited by the United States Postal Service.

e) The maximum value You will ask for any item you offer for Swap will be 1,000 Trading Points.

f) You will deliver all items purchased from You, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity.

g) Any item You offer on the System will not be offered for sale, swap or otherwise in any other way for twenty (20) days after that item is first posted on the System. In other words, SwapItGreen will have a 20-day exclusive on any item You post on it.

h) You hereby grant Us a license for any photos or graphics that You post on the System, which become the property of SwapItGreen. This license includes the right to copy and reproduce any such photos or graphics in any manner We reasonably determine is needed to facilitate Our operation of the System and use of it by You and other users.

i) Swaps are entered into on a voluntary basis. We bear no responsibility for the quality of products, timely delivery, prices, warranties, or any problems that arise from any Swap.

j) If You are selling an item, You will make every effort to deliver it in a timely, safe, manner. You will ship all orders within 10 days of the date of purchase.

k) We neither have nor will transfer legal ownership or title for any item. Title remains with seller until it is transferred by seller to buyer.

5. Registration; Passwords

a) You must establish an account with Us (your "Account") to use the System, except for those portions of the System to which We allow access without registration. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and maintain and promptly update the registration data to keep it true, accurate, current and complete.

b) To open Your Account, You must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorizing the disclosure of, your password or from use by any person of your password to gain access to your Account or password.

c) We may require you to submit an indication of unique identity in the account registration process (e.g. - credit card or other payment information) or SMS message code or other information requested by SwapItGreen. When an Account is created, the information given for the Account must match the address, phone number, and/or other unique identifier information associated with the identification method. You may not transfer your Account to any third party.

6. Access and Use of the System

a) We reserve the right at all times to disclose any information as We, in Our sole discretion, deem necessary or advisable to satisfy any law, regulation, legal process or governmental request.

b) We assume no obligation to monitor Your use of the System. We reserve the right, however, to review Your use of the System if We are concerned about Your compliance with any of the terms and conditions of this Agreement.

c) We reserve the right to immediately cancel Your access to the System if, in our sole discretion, We deem it necessary or advisable. We reserve the right, immediately and without notice to You, to terminate Your use of the System if Your use of the System results in, or is the subject of, legal action or threatened legal action, against Us or any other party, regardless of whether such legal action or threatened legal action is eventually determined to be with or without merit.

d) You agree that You will not be entitled to a refund of any fees paid to Us if, for any reason, We take corrective action, including terminating Your access to and use of the System, with respect to any impermissible or illegal use by You of the System.

e) If We terminate Your use of the System because We believe You are involved in the creation, distribution or other propagation, or the systemic storage, of any spam or other unsolicited bulk email and Our actual damages cannot be reasonably calculated, You agree to pay Us liquidated damages, as a reasonable estimate of actual damages and not as a penalty, of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account.

f) You agree that You will not interfere with or disrupt the System or servers or networks connected to the System, or attempt to gain access to any other user's Account or password.

7. Your Information

a) You will be solely responsible for any content You post on the System and the consequences of including it. You represent and warrant that: (i) You own all of the content posted by You on the System, and (ii) the inclusion of Your content on the System does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Your content posted by You on the System.

b) You agree that You are entirely responsible for any and all activities that occur under Your account. You agree to notify Us immediately of any unauthorized use of Your account or any other breach of security concerning the System. You agree We will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree that You could be held liable for losses incurred by Us or another party due to someone else using Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. WE HEREBY SPECIFICALLY DISCLAIM LIABILITY FOR ANY ACTIVITY IN YOUR ACCOUNT, WHETHER AUTHORIZED BY YOU OR NOT.

8. Disclaimer of Warranties

a) THE SYSTEM IS PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. WE DISCLAIM ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SYSTEM, INCLUDING BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT THE SYSTEM WILL OPERATE ERROR-FREE OR UN-INTERRUPTED OR AVAILABILITY ("UP-TIME"), THAT THE SYSTEM WILL BE SECURE, THAT DEFECTS WILL BE CORRECTED AT ALL OR IN A TIMELY MANNER, THAT THE USE OR RESULTS OF YOUR USE OF THE SYSTEM WILL ADHERE TO ANY STANDARDS OF ACCURACY, RELIABILITY, OR OTHERWISE. WE HERBY EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THAT DISCLAIMER MAY APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY LAW.

b) We reserve the right to interrupt Your access to the System with or without prior notice for any reason or no reason. You agree that We will not be liable for any interruption of the System, delay or failure to perform.

9. Limitations of Liability

a) THE TOTAL LIABILITY OF US OR OUR THIRD PARTY EQUIPMENT/SERVICE PROVIDERS TO YOU OVER THE TERM OF THIS AGREEMENT FOR ANY ACTUAL OR ALLEGED LOSSES OR DAMAGES ARISING OUT OF, BASED ON OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO YOUR DIRECT DAMAGES NOT TO EXCEED ONE HUNDRED DOLLLARS ($100).

b) IN NO EVENT SHALL WE OR ANY OF OUR THIRD PARTY EQUIPMENT/SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF DATA, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR PROFITS), EVEN IF WE OR SUCH THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR ANY OF OUR THIRD PARTY EQUIPMENT/SERVICE PROVIDERS BE LIABLE TO YOU FOR ACCESS TO INAPPROPRIATE INTERNET SITES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE.

10. Indemnification; Release

a) You agree to defend, indemnify and hold harmless Purple Parrot, Inc., its parent corporation , officers, directors, employees and agents, from and against any and all claims, damages, losses, costs and liabilities (including but not limited to reasonable attorney's fees) arising from: (i) Your use of and access to the System; (ii) Your violation of any third party right, including without limitation any copyright, property, or privacy right arising in connection with Your access or use of the System; or (iii) any claim that Your access to or use of the System caused damage to a third party.

b) You release Us and our parent corporation, shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute You have or claim to have with one or more users of the System.

11. Termination

a) This Agreement is effective until terminated. Either You or We may terminate this Agreement, for no reason at all, upon thirty (30) days written notice to the other, or immediately for material breach of this Agreement. We reserve the right to terminate this Agreement immediately if You fail to pay fees required hereunder in accordance with their payment terms.

b) In the event of any termination of this Agreement for any reason, all rights granted to You hereunder shall terminate, and Your Account will be shut down, immediately.

c) If We terminate Your Account or Your access and use of the System, You will forfeit any Trading Points that You may have at that time in Your Account.

d) If You elect to terminate Your Account in the System, You agree that you will forfeit any unused Trading Points in Your account at that time.

12. General

a) You agree that We may review Your use of the System for excessive space and bandwidth utilization and that such excessive use is grounds for negotiation of appropriate additional charges.

b) We reserve the right to modify the System’s terms, rules, procedures, and conditions for accepting new members at any time. Although we may attempt to notify you when major changes are made to this Agreement, You should periodically review the most up-to-date version at http://www.SwapItGreen.com. Your continued use of the System after We provide notification of a revised Agreement signifies Your acceptance of the revised Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto. We reserve the right to change, modify, amend or delete the text of any listing that does not conform to SwapItGreen’s policies.

c) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to its principles or rules of conflicts of laws. The parties hereby agree to opt-out of the Maryland Uniform Computer Information Transactions Act (UCITA).

d) This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement without Our prior written consent.

e) SwapItGreen is a Third Party Record Keeper and as such, is required to report all appropriate income to US Federal Tax authorities. SwapItGreen Traders agree to pay all Federal, state, and county taxes on trade transactions, where and when applicable. (May not be applicable to non-US individuals or companies.)

f) If the performance of this Agreement or of any obligation hereunder is prevented by any force majuere, act of God or other cause beyond the reasonable control of the affected party, such party, upon prompt written notice to the other party, shall be excused from such performance to the extent of the aforementioned prevention, restriction or interference.

g) You agree to maintain with Us a current and effective email address for You as this will be the primary means by which We will communicate with You. To notify us of a change in your email address, send an email message to support@swapitgreen.com.

h) Other than You, Us and the parties expressly identified herein, there are no other parties intended to be beneficiaries with respect to this Agreement, and You and Purple Parrot, Inc. hereby disclaim any other third party beneficiaries to this Agreement.

i) The parties’ rights and obligations under Sections 1(b), 4(e), 5(b), 5(c), 6, 7, 9, 11, 12(c), (d), and (j) of this Agreement and any accrued rights to payment and remedies for breach of this Agreement shall survive termination or expiration of this Agreement.

j) The following policies are part of this Agreement and provide additional terms and conditions related to specific services offered on our sites:

Each of these policies may be changed from time to time. Changes will take effect when we post them on the SwapItGreen site and passage of the prior notice period attached to the policy.