AND SERVICES OFFERED BY SIDELINESWAP, INC. ("SIDELINESWAP"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING
TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.SIDELINESWAP.COM (THE "SITE") AND ALL
SERVICES PROVIDED BY SIDELINESWAP ON THE SITE.
By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user"
or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies
referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without
limitation users who are vendors, customers, merchants, contributors of content, information and other materials or
services on the Site.
If you have any questions, please refer to the FAQ section of the Site, or contact
SidelineSwap by email.
1. SidelineSwap is a Venue
SidelineSwap acts as a venue to allow users who comply with SidelineSwap's policies to offer, sell, trade, and buy
certain goods within a barter format. SidelineSwap is not directly involved in the transaction between users. As a
result, Sidelineswap has no control over the quality, safety, morality or legality of any aspect of the items listed,
the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items.
SidelineSwap does not pre-screen users or the content or information provided by users. SidelineSwap cannot ensure
that a buyer or seller will actually complete a transaction.
Consequently, SidelineSwap does not transfer legal ownership of items from the seller to the buyer.
SidelineSwap cannot guarantee the true identity, age, and nationality of a user. SidelineSwap encourages you to
communicate directly with potential transaction partners through the tools available on the Site and through external
communication services. You may also wish to consider using a third-party escrow service or services that provide
additional user verification.
You agree that SidelineSwap is a venue and as such is not responsible or liable for any content, for example, data,
text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you,
other users, or outside parties on SidelineSwap. You use the SidelineSwap service at your own risk.
2. Membership Eligibility
Age: SidelineSwap's services are available only to, and may only be used by, individuals who are 18
years or older who can form legally binding contracts under applicable law. You represent and warrant that you are at
least 18 years old and that all registration information you submit is accurate and truthful. SidelineSwap may, in its
sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility
criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in
Individuals under the age of 18 must at all times use SidelineSwap's services only in conjunction with and under the
supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user
and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content.
You are responsible for all applicable taxes. In addition, you must abide by SidelineSwap's policies as stated in the
Agreement and the SidelineSwap policy documents listed below (if applicable to your activities on or use of the Site)
as well as all other operating rules, policies and procedures that may be published from time to time on the Site by
SidelineSwap, each of which is incorporated herein by reference and each of which may be updated by SidelineSwap from
time to time without notice to you:
In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by
SidelineSwap from time to time; your use of such services is subject to those additional terms and conditions, which
are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and
damage resulting from your failure to maintain password confidentiality. You agree to immediately notify SidelineSwap
of any unauthorized use of your password or any breach of security. You also agree that SidelineSwap cannot and will
not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide
your username and password information in combination to any other party other than SidelineSwap without
SidelineSwap's express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times,
including a valid email address. To sell items on SidelineSwap you must provide and maintain a valid PayPal account.
Account Transfer: You may not transfer or sell your SidelineSwap account and User ID to another
party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the
entity to this Agreement.
Right to Refuse Service: SidelineSwap's services are not available to temporarily or indefinitely
suspended SidelineSwap members. SidelineSwap reserves the right, in SidelineSwap's sole discretion, to cancel
unconfirmed or inactive accounts. SidelineSwap reserves the right to refuse service to anyone, for any reason, at any
3. Fees and Services
Joining and setting up a locker on SidelineSwap is free. SidelineSwap does not charge fees for listing a user's
first 15 items. SidelineSwap takes a percentage of the sale price when the item sells. SidelineSwap's Fees Policy,
which is subject to change, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees
for SidelineSwap's services are effective after SidelineSwap provides you with at least fourteen (14) days' notice by
posting the changes on the Site. However, SidelineSwap may choose to temporarily change the Fees Policy and the fees
for SidelineSwap's services for promotional events; such changes are effective when SidelineSwap posts the temporary
promotional event on the Site. SidelineSwap may, at SidelineSwap's sole discretion, change some or all of
SidelineSwap's services at any time. In the event SidelineSwap introduces a new service, the fees for that service are
effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
4. Listing and Selling
Listing Description: By listing an item on the Site you warrant that you and all aspects of the item
comply with SidelineSwap's published policies. You also warrant that you may legally sell the item. You must
accurately describe your item and all terms of sale when listing the item. Your listings may only include text
descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an
appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for
sale in that listing.
Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete
the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer
fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the
buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an
Fee Avoidance: The price stated in each item listing description must be an accurate representation
of the sale. You may not alter the item's price after a sale for the purpose of avoiding SidelineSwap's transaction
fees, misrepresent the item's location, or use another user's account without permission.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to SidelineSwap and any and all data,
text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links
(together, "Content") that you submit, post, and display on SidelineSwap.
Restricted Activities: Your Content and your use of SidelineSwap shall not:
Be false, inaccurate or misleading
Be fraudulent or involve the sale of illegal, counterfeit or stolen items
Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual
property rights or rights of publicity or privacy
Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or
regulation (including, but not limited to, those governing export control, consumer protection, unfair
competition, anti-discrimination or false advertising)
Contain items that have been identified by the
U.S. Consumer Products Safety Commission (CPSC) as
hazardous to consumers and therefore subject to a recall
Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any
person (including SidelineSwap staff or other users), or falsely state or otherwise misrepresent your
affiliation with any person, through for example, the use of similar email address, nicknames, or creation of
false account(s) or any other method or device
Be obscene or contain child pornography
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal information
Host images not part of a listing
Modify, adapt or hack SidelineSwap or modify another website so as to falsely imply that it is associated with
Appear to create liability for SidelineSwap or cause SidelineSwap to lose (in whole or in part) the services of
SidelineSwap's ISPs or other suppliers
Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under
posted on SidelineSwap.
Furthermore, you may not list any item on SidelineSwap (or consummate any transaction that was initiated using
SidelineSwap's service) that, by paying to SidelineSwap the service fee, could cause SidelineSwap to violate any
License: SidelineSwap does not claim ownership rights in your Content. You grant SidelineSwap a
license solely to enable SidelineSwap to use any information or Content you supply SidelineSwap with, so that
SidelineSwap is not violating any rights you might have in that Content. You grant SidelineSwap a non-exclusive,
worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not
currently known, with respect to your Content. You agree to allow SidelineSwap to store or re-format your Content on
SidelineSwap and display your Content on SidelineSwap in any way as SidelineSwap chooses. SidelineSwap will only use
As part of a transaction, you may obtain personal information, including email address and shipping information, from
another SidelineSwap user. Without obtaining prior permission from the other user, this personal information shall
only be used for that transaction or for SidelineSwap-related communications. SidelineSwap has not granted you a
license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express
consent from the user, you are not licensed to add any SidelineSwap user to your email or physical mail list. For more
Re-Posting Content: By posting Content on SidelineSwap, it is possible for an outside website or a
third party to re-post that Content. You agree to hold SidelineSwap harmless for any dispute concerning this use. If
you choose to display your own SidelineSwap-hosted image on another website, the image must provide a link back to its
listing page on SidelineSwap.
Idea Submissions: SidelineSwap considers any unsolicited suggestions, ideas, proposals or other
material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the
Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and SidelineSwap
shall not be liable for the disclosure or use of such Material. If, at SidelineSwap's request, any member sends
Material to improve the site (for example through the Forums or to customer support), SidelineSwap will also consider
that Material to be non-confidential and non-proprietary and SidelineSwap will not be liable for use or disclosure of
the Material. Any communication by you to SidelineSwap is subject to this Agreement. You hereby grant and agree to
grant SidelineSwap, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable,
royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit
such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in
the API, documentation, or any product or service, without compensation or accounting to you and without further
recourse by you.
7. Information Control
SidelineSwap does not control the Content provided by users that is made available on SidelineSwap. You may find some
Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or
people acting under false pretense.
Additionally, there may also be risks dealing with international trade and foreign nationals. By using SidelineSwap,
you agree to accept such risks and that SidelineSwap (and SidelineSwap's officers, directors, agents, subsidiaries,
joint ventures and employees) is not responsible for any and all acts or omissions of users on SidelineSwap. Please
use caution, common sense, and practice safe buying and selling when using SidelineSwap.
Other Resources: SidelineSwap is not responsible for the availability of outside websites or
resources linked to or referenced on the Site. SidelineSwap does not endorse and is not responsible or liable for any
content, advertising, products, or other materials on or available from such websites or resources. You agree that
SidelineSwap shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to
be caused by or in connection with the use of or reliance on any such content, goods or services available on or
through any such websites or resources.
8. Resolution of Disputes and Release
In the event a dispute arises between you and SidelineSwap, please contact SidelineSwap
Should you have a dispute with one or more users, or an outside party, you release SidelineSwap (and SidelineSwap's
officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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 such disputes. SidelineSwap encourages users to report
user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration
entity, as applicable.
SidelineSwap, for the benefit of users, may try to help users resolve disputes. SidelineSwap does so in
SidelineSwap's sole discretion, and SidelineSwap has no obligation to resolve disputes between users or between users
and outside parties. To the extent that SidelineSwap attempts to resolve a dispute, SidelineSwap will do so in good
faith based solely on SidelineSwap's policies. SidelineSwap will not make judgments regarding legal issues or
9. SidelineSwap's Intellectual Property
SIDELINESWAP, and other SidelineSwap graphics, logos, designs, page headers, button icons, scripts, and service names
are registered trademarks, trademarks or trade dress of SidelineSwap, Inc. in the U.S.. SidelineSwap's trademarks and
trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in
connection with any product or service in any manner that is likely to cause confusion.
10. Access and Interference
SidelineSwap may contain robot exclusion headers which contain internal rules for software usage. Much of the
information on SidelineSwap is updated on a real-time basis and is proprietary or is licensed to SidelineSwap by
SidelineSwap's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated
means to access SidelineSwap for any purpose whatsoever without SidelineSwap's prior express written permission.
Additionally, you agree that you will not:
Take any action that imposes, or may impose, in SidelineSwap's sole discretion, an unreasonable or
disproportionately large load on SidelineSwap's infrastructure
Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except
for your Content) from the Site without the prior express written permission of SidelineSwap and the appropriate
third party, as applicable
Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the
Bypass SidelineSwap's robot exclusion headers or other measures SidelineSwap may use to prevent or restrict
access to SidelineSwap
Without limiting any other remedies, SidelineSwap may, without notice, and without refunding any fees, delay or
immediately remove Content, warn SidelineSwap's community of a user's actions, issue a warning to a user, temporarily
suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit
access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a
user if any of the following apply:
SidelineSwap suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or
other policy documents and community guidelines incorporated herein; SidelineSwap is unable to verify or authenticate
any of your personal information or Content; or SidelineSwap believes that a user is acting inconsistently with the
letter or spirit of SidelineSwap's policies, has engaged in improper or fraudulent activity in connection with
SidelineSwap or the actions may cause legal liability or financial loss to SidelineSwap's users or to SidelineSwap.
not sell or disclose your personal information (as defined in the
SidelineSwap stores and processes Content on computers located in the United States that are protected by physical as
well as technological security.
13. No Warranty
SIDELINESWAP, SIDELINESWAP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SIDELINESWAP'S SUPPLIERS PROVIDE
SIDELINESWAP'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR
STATUTORY. SIDELINESWAP, SIDELINESWAP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SIDELINESWAP'S SUPPLIERS
SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SIDELINESWAP SHALL
CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY
NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY
FROM STATE TO STATE.
14. Liability Limit
IN NO EVENT SHALL SIDELINESWAP, AND (AS APPLICABLE) SIDELINESWAP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR
SIDELINESWAP'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL,
COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN
CONNECTION WITH THE USE OF THE SITE, SIDELINESWAP'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST
PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SIDELINESWAP'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SIDELINESWAP'S SUBSIDIARIES, OFFICERS, DIRECTORS,
EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT
OF FEES YOU PAY TO SIDELINESWAP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD SIDELINESWAP AND (AS APPLICABLE) SIDELINESWAP'S PARENT, SUBSIDIARIES, AFFILIATES,
OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES,
MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY
REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
16. No Guarantee
SidelineSwap does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be
interfered with by numerous factors outside SidelineSwap's control.
17. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding
your use of the Site and any SidelineSwap service and, if applicable, your listing, purchase, solicitation of offers
to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any
purchases or sales of items you make on the Site (excluding any taxes on SidelineSwap's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the
parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and SidelineSwap are independent contractors, and no agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this Agreement.
20. SidelineSwap Service
SidelineSwap reserves the right to modify or terminate the SidelineSwap service for any reason, without notice, at
review the policies frequently. If SidelineSwap makes a material change SidelineSwap will notify you here, by email,
by means of a notice on our home page, or other places SidelineSwap deems appropriate. What constitutes a "material
change" will be determined at SidelineSwap's sole discretion, in good faith, and using common sense and
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New York,
excluding its conflicts of laws rules, and the United States of America.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Meetings,
Groups or User Fees), 9 (Resolution of Dispute and Release), 10 (SidelineSwap's intellectual property), 11 (Access and
Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19
(Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to SidelineSwap; Attn: Legal
Department; 932 Hempstead Turnpike; Franklin Square, NY 11010 (in the case of SidelineSwap) or, in your case, to the
email address you provide to SidelineSwap (either during the registration process or when your email address changes).
Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address
is invalid. Alternatively, SidelineSwap may give you notice by certified mail, postage prepaid and return receipt
requested, to the address provided to SidelineSwap. In such case, notice shall be deemed given three days after the
date of mailing.
For issues with intellectual property, please provide the notice as specified in SidelineSwap's Copyright and
Intellectual Property Policy.
The services hereunder are offered by SidelineSwap Inc., located at 932 Hempstead Turnpike; Franklin Square, NY
11010. If you are a New York resident, you may have this same information emailed to you by sending a letter to the
foregoing address with your email address and a request for this information.
Effective Date: May 22, 2011