Trade Exchange Policies,
Rules and Regulations
TRADE EXCHANGE POLICIES, RULES AND REGULATIONS
– LAST UPDATED MAY 28, 2018
The purpose of these Trade Exchange Policies, Rules and Regulations is to facilitate trading among G-SWAP Members by promoting good business practices and understanding of the guidelines set forth by G-SWAP Trading Network Inc. (hereafter referred to as “G-SWAP”, “G-SWAP Trading Network”, “us”, “we”, or “our” as the context may require).
1. NATURE OF THE PARTIES
G-SWAP Trading Network is a trading company providing subscribing businesses the opportunity to Trade inventory and professional services with each other using a barter currency known as G-Dollars. G-SWAP also acts as a clearinghouse and third-party record keeper of barter transactions among Members, who are legitimate business owners who contract with G-SWAP to organize and facilitate barter of their goods and/or services with each other (hereafter referred to as “Member” or “Members” as the context may require).
Member is a legitimate business that desires to exchange goods and/or services with other Members and wished to subscribe to G-SWAP Trading Network’s barter and record keeping services.
2. BECOMING A MEMBER
To access G-SWAP’s online trading platform (the “Trade Exchange”), You must first become a Member, by filling out a Membership Application and Agreement. In addition to completing the Membership Application, interested businesses will also be screened in-person by a representative of G-SWAP Trading Network. This in-person approach allows Us to get to know You better and assess Your business needs. Successful applicants will be set-up with an account (a “Member Account”) on the Trade Exchange, which You will use to transact with other Members on the Trade Exchange and where a record of Your transactions is recorded. You will also be set-up with a public-facing profile (a “Member Profile”) on G-SWAP’s public website www.g-swaptrading.com.
3. COOPERATION OF OUR MEMBERS
The successful operation of a barter network depends on the cooperation of all Members. By becoming a Member of G-SWAP Trading Network, You agree to conduct Yourself with a high degree of ethics, integrity, fairness and honesty in all Your interactions with other Members. Be considerate of Your fellow Members’ time, being punctual when meeting offline to Trade and providing advance notice if the location or time for a scheduled meeting must be changed. Respond to messages from other Members in a timely manner. Provide fulsome, honest and constructive feedback and reviews of Your interactions with other Members. Also recognize that G-SWAP Trading Network and its online Trade Exchange is not a traditional sales platform but rather an initiative to connect local businesses in a mutually beneficial barter network where all Members can create new value out of underused resources, reduce expenses, and build meaningful local business relationships. For this reason, there should be less emphasis on salesmanship and more on mutual respect and mutual benefit.
4. NATURE OF TRADE DOLLARS (G-DOLLARS)
A “trade” is a barter purchase or sale of goods and/or services whereby payment is made in Trade dollars (hereafter referred to as “G-Dollars”) posted to a Member’s Member Account. A G-Dollar is an accounting unit used to record the value of Trades. Ownership of G-Dollars denotes the right to receive goods or services available on the Trade Exchange. G-Dollars may be used only in the manner and for the purpose set forth in these Policies, Rules and Regulations. G-Dollars will not be considered legal tender, securities, or commodities. They may not be redeemed for cash. G-SWAP Trading Network disclaims responsibility for the negotiability of G-Dollars or for the availability of any particular goods or services on the Trade Exchange.
5. LIABILITY FOR G-DOLLARS
You acknowledge that G-Dollars in the Barter Network system (positive balances) are the liabilities of those Member’s (persons/companies) who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that Trade transactions incur the normal business risks associated with any credit transaction. As a general rule, G-Dollars are the liabilities of Members who owe the Barter System, and not of G-SWAP Trading Network, which is solely liable for its own indebtedness. G-SWAP Trading Network is authorized to establish a bad debt reserve fund.
6. MEMBER ACCOUNT SET-UP
In order to access many of the features of G-SWAP Trading Network’s online Trade Exchange, You will be required to create a Member Account on the Trade Exchange, where transaction details and a Member’s G-Dollar balance are posted. G-SWAP will assist You with setting-up Your account, which You will use for Trading with other Members. You agree to provide G-SWAP with accurate and complete information during the course of setting-up Your Member’s Account. You further agree to inform G-SWAP Trading Network immediately if future events occur that render the information provided untruthful, inaccurate or misleading, and to keep the information G-SWAP Trading Network has for You up-to-date. You agree to stay current on the system’s rules of use and operating procedures. You must have an operating email address that Your Member’s Account is connected to. All trades are to be conducted via Your online trading account whenever possible. Trade vouchers may be supplied by G-SWAP Trading Network and are to be used for back-up purposes only as instructed by G-SWAP Trading Network, where You are unable to access the online system to conduct a trade. In such a case, You are responsible for all Trade vouchers written to Your account; G-SWAP Trading Network is not responsible for the unauthorized use of Your Trade vouchers.
7. RESPONSIBILITY OF MEMBERS
G-SWAP acts as a Trade facilitator only, introducing businesses to each other and providing the Trade Exchange through which Members can advertise, arrange and pay for Trades. The conduct of actual Trades is solely the responsibility of participating Members. You acknowledge that the sole principals in any Trade are the buying and selling Members involved, that Trades are entered into voluntarily, and that G-SWAP Trading Network is not the agent of any Member, nor is it the guarantor of any Trade or G-Dollar. Using the Trade Exchange, Members will advertise goods and services. G-SWAP does not verify the information provided by Members nor do We make any representations or warranties about Members’ businesses or about the goods or services they are offering. G-SWAP will use its best efforts to broker Trades and accurately record transactions. If You have a question about a particular offering of goods or services, You should contact the selling Member directly using the Member messaging service or by other means of communication. YOU ALONE ARE RESPONSIBLE TO TAKE ANY STEPS REASONABLY REQUIRED TO PROTECT YOUR INTERESTS IN A TRANSACTION, by completing the appropriate due diligence prior to entering into a Trade, creating a contract between You and the other member setting out specifics of the Trade, or any other actions reasonably required to best protect Your interests. Prior to entering into a Trade, You should review the other Member’s business profile, feedback and reviews, business website and other available online and offline resources. You alone are responsible for assessing the suitability of a Trade to meet Your needs. Members may arrange to meet with each other in person to facilitate Trades. MEMBERS ALONE ARE RESPONSIBLE FOR TAKING APPROPRIATE SAFETY PRECAUTIONS WHEN MEETING WITH OTHER MEMBERS IN PERSON. Membership in G-SWAP Trading Network does not constitute an endorsement by G-SWAP of any Members nor a representation by G-SWAP that it is safe to meet with any individuals of a Member’s business to facilitate Trades. You acknowledge that You meet with other Members at Your own risk.
8. FAIR PRICING
Members are obligated to sell their goods and services on Trade at their normal, customary rates that they typically sell goods and services for in a cash environment. The only difference is that goods and services on the G-SWAP Trade Exchange are priced in G-Dollars, rather than Canadian dollars. G-SWAP Trading Network takes overpricing seriously and reserves the right to inquire into complaints of overpricing by a Member. Violations may result in termination of a Member’s Account and/or immediate adjustment of the transactions involved. You agree to offer Your goods and/or services on the G-SWAP Trade Exchange priced at their normal, customary rates in G-Dollars.
9. HONOURING PURCHASE REQUESTS
By offering goods and/or services on the G-SWAP Trade Exchange You are committing to honour purchase requests of Your goods and/or services by other G-SWAP Members.
10. ADVERTISING, MARKETING AND TRADE RECOMMENDATIONS
You authorize G-SWAP Trading Network to notify and advertise to other Members the availability of Your goods and/or services. G-SWAP will communicate recommendations of certain goods or services that may be of interest to You, or potential Members that may be a suitable match for You to Trade with based on the nature of Your business or feedback You have provided to G-SWAP. You acknowledge that regulation of purchases, credit extensions, and allocation of goods and/or services are inherent in G-SWAP Trading Network’s managerial responsibilities and shall be exercised at G-SWAP’s sole discretion, and do not constitute preferential treatment under these Rules. Recommendations provided to You by G-SWAP in no way constitute an endorsement by G-SWAP of any Members, goods or services. You are responsible for reviewing a Member’s Profile, goods or service offerings, available online reviews, and to communicate with them directly to ensure You are satisfied before entering into a Trade.
11. DIRECT TRADES BETWEEN MEMBERS
Direct Trades between Members to avoid service fees compromises the sustainability of G-SWAP's barter trading network. Direct Trades are prohibited and, if consummated, are subject to a fourteen-percent (14%) cash transaction fee payable by both buyer and seller upon demand. Such Trades may also result in suspension or termination of a Member’s Account and participation in G-SWAP
12. AVAILABILITY OF GOODS OR SERVICES
G-SWAP Trading Network shall use its best efforts to solicit new businesses having goods or services to satisfy the needs of all Members. G-SWAP is committed to provide only those goods or services that may actually be available on the Trade Exchange at any given time. You acknowledge and understand that a barter network and Trade exchange is a limited marketplace and G-SWAP cannot fulfill all purchase requests all the time. G-SWAP Trading Network is not responsible if a Member cannot find specific goods or services to buy from other Members. If You need a specific good or service that is not currently in the G-SWAP barter network or on the Trade Exchange, or You otherwise need assistance spending Your G-Dollars, let Us know! We would be happy to help You. Email Us at firstname.lastname@example.org
13. CANCELLATIONS, RETURNS, EXCHANGES, REFUNDS, AND WARRANTIES
G-SWAP is a facilitator and coordinator of Trades between Members only. The terms and conditions relating to specific Trades (such as cancellation, returns, exchange and refunds and warranties) shall be set between the participating Members. Carefully review a selling Member’s policies regarding the goods and/or services You are purchasing prior to completing a Trade – just as You would when making a cash purchase of goods and/or services. Accordingly, We make no representation or warranty either express or implied about the fitness, quality, delivery date, merchantability, prices or any term of any Trade transaction. You hereby indemnify and hold G-SWAP Trading Network harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein You are a buyer or seller. The duty to inspect goods for quality and quantity and fitness for purpose, to evaluate the quality of services, or to obtain or act upon any warranty, rests upon You as the buying Member. You acknowledge that any Trade transaction in which You participate in shall be on a voluntary basis.
14. RESPONSIBLE REPUTATION-RATING
G-SWAP may provide Members with the ability to submit online feedback regarding their selling and buying experience. You agree to provide only truthful and relevant information. Such Member feedback and reviews available through the Website do not constitute any recommendation or endorsement by G-SWAP Trading Network. It is Your responsibility to determine the reliability, truthfulness and usefulness of any opinions, feedback or reviews written by other Members. All feedback is reviewed by G-SWAP before being posted live to the Trade Exchange. G-SWAP reserves the right, in Our sole discretion, not to post feedback and to share negative feedback with a seller. If We determine, in Our sole discretion, that a Member is misusing or abusing the feedback function, We may suspend or terminate that Member’s Member Account.
15. YOUR INFORMATION
16. PAYMENT OF FEES
17. PAYMENT TERMS
G-SWAP Trading Network will collect all transaction fees at the time of the transaction or by statement or invoice. You agree to pay G-SWAP the full amount of such fees within thirty (30 days) of date of a statement or invoice of fees owed. Fees unpaid within thirty (30) days shall incur interest at 18% per month. All cheques returned unpaid, rejected credit cards, debit cards, direct debits or standing orders to G-SWAP Trading Network because of insufficient funds or stopped payment will be assessed a twenty-five-dollar ($25) penalty.
18. RECORD KEEPING
Members are advised that transactions involving G-Dollars are generally treated as taxable events for Federal, Provincial and local tax purposes. Seller shall charge the appropriate sales taxes and collect and record these on the transaction form at the time of sale. G-SWAP bears no responsibility for collection, remittance or reporting of any such taxes and is in no way responsible for the payment of taxes applicable to any Member. You acknowledge that it is solely Your responsibility to comply with any and all applicable tax obligations arising from participation in G-SWAP Trading Network. We advise that You speak with a qualified tax professional to ensure You understand and comply with Your tax obligations. If You would like to speak with a qualified tax professional offering services on G-SWAP’s Trade Exchange, please let Us know by contacting Your Trade broker or emailing Us at email@example.com
20. TIPS AND GRATUITIES
All tips or gratuities shall be paid in cash at the time and place of purchase by the buying Member. G-SWAP does not record, coordinate or enforce payment of tips or gratuities, and bears no responsibility or liability for the payment of any tips and gratuities in relation to Trades.
21. A MEMBER IN GOOD STANDING
22. CREDIT AGREEMENTS
23. NEGATIVE BALANCES AND CASH CONVERSION
If You have a negative Trade balance You must promptly respond to purchase requests from other Members or by G-SWAP Trading Network by offering goods and services as repayment of any trade credit loan or negative Trading balance. The failure to promptly respond or supply will be interpreted as a refusal to repay the amount of Trade credit extended and G-SWAP Trading Network reserves the right to terminate a Member’s Account under the terms of clause 32 Termination of Account. If You have a negative Trade balance (purchases exceed sales), You have ninety (90) days to make enough sales to return Your Trade balance to zero; unless You have Terminated Your account in which case the rules under clause 32 Termination of Account apply. After 90 days, You must pay G-SWAP Trading Network any remaining negative balance with a payment having an equivalent value. The payment must be acceptable to G-SWAP Trading Network and have an easily determined value.
24. BAD DEBT RESERVE FUND
0.5% percent of the G-Dollar commission fee paid by the seller to G-SWAP in each transaction shall be utilized by G-SWAP to fund a bad debt reserve account. This account will be used to cover unreimbursed Member Trade deficits. Any excess balance in the reserve account, i.e. not needed to cover bad debt, may be used by G-SWAP to provide other benefits to Members, improve or upgrade the Barter Network or Trade Exchange, but all uses shall be solely at the discretion of G-SWAP Trading Network. Any positive balances abandoned or surrendered by former Members in accordance with these Policies, Rules and Regulations may also be paid into the bad debt reserve fund.
25. EXCHANGE PARTICIPATION
26. STANDARDS AND TRANSPARENCY
As a responsible third-party record keeper, G-SWAP Trading Network will make Members’ Member Account balance information and account status information available to all Members from time to time to establish and maintain standards and transparency in the Barter Network, in the mutual interest of all Members.
27. CHARITABLE DONATIONS
You may elect to donate G-Dollars to a Member organization, if the organization is a Member in Good Standing and has been granted charitable status by the Canada Revenue Agency (a “Qualified Charity”). G-SWAP Trading Network will make the transfer of donated G-Dollars upon written notification by the donating Member stating the amount of the G-Dollars to be donated and the name of the Qualified Charity designated to receive the donation. Any required receipts for the donation shall be issued directly by the Qualified Charity to the Member. G-SWAP Trading Network’s role is as a facilitator only, and the Member shall have sole responsibility for ensuring any tax deductibility of the donation and confirming the charitable status of the organization. Any required receipts for the donation shall be issued directly by the charity to Member. If there is a local charity that You would like to see in G-SWAP's Barter Network, please let us know by emailing Your G-SWAP broker, or by emailing Us at firstname.lastname@example.org
28. SPECIAL TRADE PROCEDURES
The following procedures apply to transactions involving special orders, construction jobs, service work, long term leases and other work-in-progress transactions:
a) purchasing Member should obtain a written estimate before authorizing work to begin;
b) before starting, selling Member should obtain a deposit or down payment in G-Dollars.
Members entering into Trades of this nature shall be solely responsible for the creation of any necessary contracts, work orders, or payment schedules as required and G-SWAP Trading Network has no responsibility to assist in the negotiation, drafting or enforcement of such contracts.
In certain exceptional situations, a surcharge may be permitted to be added to goods on G-SWAP's Trade Exchange, where the gross margin of profit is relatively low, their supply on the Trade Exchange is low and yet demand is high (such as food, gasoline, appliances, electronics). In this case, an exception to the rule that Trades are to be made at prevailing prices (defined as normal or customary cash price) may be permitted. G-SWAP Trading Network will arrange the surcharge with the Member concerned and all Trading Members will be informed of any applicable surcharges.
31. DELINQUENT ACCOUNTS
In the event that You are in arrears for any fees in Canadian dollars or G-Dollars (such as monthly or transaction fees) beyond sixty (60) days, You forfeit Your right to use any positive G-Dollar Trade credit balance in Your Member Account, which G-SWAP will freeze and which shall remain frozen for so long as any cash, G-Dollar and associated late fees or penalties remain outstanding. A Member with a delinquent account will still be permitted to offer goods and/or services for sale on the Trade Exchange, but all G-Dollars received from such Trades will be frozen until repayment has been made. Any Member Account continuing in a delinquent status for three (3) consecutive months may be terminated by G-SWAP Trading Network.
32. TERMINATION OF ACCOUNT
Either party may terminate this Agreement, with or without cause, upon ten (10) days written notice to the other party. Upon termination, all cash and G-Dollar service fees and commissions outstanding become due and payable. Transaction fees are non-refundable. If You have a negative G-Dollar Trade balance (i.e. purchases exceed sales) at the time of termination, You may stay active for sixty (60) days for the sole purpose of making enough sales to return Your Trade balance to zero (0). After this 60-day period, any remaining negative G-Dollar balance must be paid by You to G-SWAP Trading Network with a form of payment having an equivalent value. The payment must be acceptable to G-SWAP Trading Network and have an easily determined value. We reserve the right to pursue all remedies available to Us by law to collect on a negative G-Dollar Trade balance of a Member who is leaving G-SWAP, whether such relationship has been terminated by G-SWAP or the leaving Member. If You have a positive G-Dollar balance (sales exceed purchases) at the time of termination, You may stay active for a period of sixty (60) days for the purpose of making purchase Trades until purchases equal sales and Your G-Dollars are spent. Any positive G-Dollar balance not spent within sixty (60) days of termination shall be forfeited by You and will be transferred by G-SWAP Trading Network into Our bad debt reserve account.
G-SWAP has no obligation under any circumstances, including termination of a Member’s Trading privileges, to convert a positive Trade account balance into actual cash dollars. In the event of termination, there shall be no refund of annual Membership fees or commissions. All obligations under this Agreement in connection with any Trade draft presented or signed by You shall survive any such termination. After a Member Account is terminated for any reason, all rights granted to You by this Agreement terminate immediately and G-SWAP will have no further obligation to provide You services or access to the Trade Exchange. Your obligation to indemnify G-SWAP as set out herein shall survive termination of Your Member Account.
33. NO RELIANCE
Although We make reasonable efforts to update the information on Our Website and Trade Exchange, We make no representations, warranties or guarantees that the content on Our Website and Trade Exchange is accurate, complete or up to date. Errors will be corrected where discovered, and We reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions. Please let Us know if You become aware of any errors on the Website or Trade Exchange.
34. CONFIDENTIALITY AND NON-DISCLOSURE
You acknowledge that, as a Member of G-SWAP Trading Network and by participating in the Trade Exchange, You will have access to information and materials that are confidential and proprietary to G-SWAP Trading Network or other Members of the Barter Network. You agree not to disclose information about the credit-clearing software, Member Account data, Member contact data, Members’ lists or Members’ email addresses to any person or entity except to other Members or those specifically authorized by G-SWAP Trading Network to have access to this information. You agree to take reasonable precautions to safeguard the confidentiality and security of such information.
35. MEMBER CONTENT, USER SUBMISSIONS AND INTERACTIVE FUNCTIONS
Members may upload content on the Trade Exchange and Website such as descriptions of goods and services on offer for Trade, feedback and reviews of completed Trades with other Members, direct messages to other Members, and various other content (“Member Content”). G-SWAP is not obliged to review Member Content and makes no representation or warranty as to the accuracy of Member Content. You are solely responsible for Your Member Content and are solely responsible for satisfying Yourself as to the accuracy of the Member Content provided by other Members and their suitability for Trading purposes. You also understand and agree that You are solely responsible for any and all content, material, and information You submit, post, publish, display, or transmit to the Website and Trade Exchange, to other Members, other users, or any other persons (“User Submissions”). User Submissions include content such as descriptions of Your business or the good and services being offered for Trade, your feedback and reviews of completed Trades with other Members, direct messages to other Members, and various other content. You agree to indemnify, protect, defend and save G-SWAP harmless from and against any and all liabilities, losses, damages, costs, expenses, demands, actions, causes of actions and claims arising from or relating to Member Content and User Submissions.
You further understand and agree that none of the Member Content and User Submissions You submit will be subject to any confidentiality by G-SWAP. By submitting the User Submissions You declare and warrant that You own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof to G-SWAP Trading Network and Our affiliates and service providers.
YOU WAIVE AND HOLD HARMLESS G-SWAP AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY G-SWAP TRADING NETWORK AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER G-SWAP TRADING NETWORK OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor Member Content and User Submissions, and do not and cannot undertake to review material that You or other users Submit. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third-party. We are not responsible or legally liable to You or to any third-party for the content or accuracy of any User Submissions submitted by You or any other user of the Website and Trade Exchange. Members alone are solely responsible for satisfying themselves as to the accuracy of User Submissions provided by other Members and their suitability for Trading purposes.
The Trade Exchange may also provide functionality such as applications, chat rooms, e-mail, message boards, personal company web pages, company profiles, forums, bulletin boards, Member messaging services and other similar functions (collectively, “Interactive Functions”). The Website Terms and Conditions of Use sets out in detail the standards which apply to all Interactive Functions, Member Content and User Submissions on the Website, which include any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit”) to the Website, to other users, or to any other persons, and includes all Member Content Submitted through the Website and Trade Exchange.
36. ASSIGNMENT OF ACCOUNT
37. MEMBER ACCOUNT AND SECURITY
Your user name, password, or any other piece of information chosen by You or provided to You as part of Your G-SWAP Member Account set-up or security procedures, must be treated as confidential. You must not disclose it to any other person or entity and will take all reasonable measures to keep Your Usernames, Passwords and PIN (Personal Identity Number) secure and protected from unauthorized access or use. You shall not store Usernames, Passwords or PIN in any form, whether encoded or un-encoded, in a location where it is capable of being accessed by any person other than You or authorized personnel or agents. You will ensure that You log out from Your Member’s Account at the end of each session. You are responsible for any password misuse or any unauthorized access. You must immediately notify G-SWAP Trading Network if You become aware of, or suspect, any unauthorized access to Your Username, Password, PIN or any other breach of security. If responsibility for maintaining and monitoring Your Account changes hands, You must change Member’s passwords and any other sensitive information immediately. You must exercise caution when accessing Your Member’s Account from a public or shared computer so that others are not able to view or record Your password or other information.
You are prohibited from attempting to circumvent and from violating the security of the Website and Trade Exchange including without limitation:
a) accessing content and data that is not intended for You;
b) attempting to breach or breaching the security and/or authentication measures which are not authorized;
c) restricting, disrupting or disabling service to users, hosts, servers or networks;
d) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website;
e) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
f) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
g) attacking the Website and Trade Exchange via a denial-of-service attack, distributed denial of-service attack, flooding, mailbombing or crashing; and
h) otherwise attempting to interfere with the proper working of the Website and Trade Exchange.
G-SWAP Trading Network will at no time be liable to You for any losses caused by the unauthorized use of Your Member’s Account, but You may be liable for G-SWAP Trading Network losses or the losses of others due to the unauthorized use of Your Member’s Account.
38. COMPLIANCE WITH CANADA’S ANTI-SPAM LEGISLATION (CASL)
39. THIRD-PARTY WEBSITES
For Your convenience, G-SWAP Trading Network’s Website and Trade Exchange may provide links or pointers to third-party websites. G-SWAP Trading Network makes no representations about any other websites that may be accessed from G-SWAP’s Website and Trade Exchange. If You choose to access third-party such websites, You do so at Your own risk and acknowledge that when doing so You are subject to the terms and conditions of such third-party websites. G-SWAP has no control over the contents of any third-party websites and accepts no responsibility for such websites or for any loss or damage that may arise from Your use of them. Member expressly releases G-SWAP Trading Network from any and all liability arising from Member’s use of any third-party website.
You may link to Our homepage, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists. G-SWAP Trading Network’s Website and Trade Exchange must not be framed on any other website, nor may Member create a link to any part of Our website other than the homepage, without G-SWAP Trading Network’s written consent. G-SWAP Trading Network reserves the right to withdraw linking permission without notice. The website in which You are linking must comply in all respects with the User Submissions and Content Standards outlined in these Policies, Rules and Regulations. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
40. COMMITMENT AND REPRESENTATIONS
G-SWAP Trading Network is only responsible for commitments and representations made in writing by a duly authorized officer of G-SWAP Trading Network. Brokers, agents, or employers of G-SWAP Trading Network have no right to bind G-SWAP Trading Network to any obligation or representation whatsoever without such written authorization, signed by an officer of G-SWAP Trading Network.
41. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, TRADE EXCHANGE AND ANY SERVICES FOUND OR ATTAINED THROUGH G-SWAP’S BARTER NETWORK IS AT YOUR OWN RISK. THE WEBSITE AND TRADE EXCHANGE, AND ANY SERVICES FOUND OR ATTAINED THROUGH THE WEBSITE OR TRADE EXCHANGE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER G-SWAP TRADING NETWORK NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE G-SWAP TRADING NETWORK NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
G-SWAP Trading Network serves only in a Trade coordinating capacity in organizing and facilitating Trades between Members. Responsibility for the Trade is exclusively that of the participating Members. The availability of products or services through the Trade Exchange does not indicate any affiliation with or endorsement by us of any product, service, or Member. ACCORDINGLY, WE MAKE NO REPRESENTATION OR WARRANTY EITHER EXPRESS OR IMPLIED WITH RESPECT TO ANY MEMBERS OR THE GOODS AND SERVICES OFFERED THROUGH THE TRADE EXCHANGE AND IN PARTICULAR BUT WITHOUT LIMITATION, MAKE NO WARRANTY OR CONDITION REGARDING THE FITNESS, QUALITY, DELIVERY DATE, MERCHANTABILITY, PRICES OR ANY OTHER TERM OF ANY TRADE TRANSACTION. The duty to inspect goods for quality and quantity and fitness for purpose, to evaluate the quality of services, to obtain or act upon any warranty, and to determine a Member’ suitability for Trading purposes, rests upon You alone.
42. LIMITATION OF LIABILITY
You acknowledge that Your participation in G-SWAP Trading Network and its Trade Exchange is strictly voluntary and is undertaken at Your own risk. You further acknowledge that G-SWAP Trading Network’s sole obligation to You is to provide the Website including Trade Exchange on an “as-is” basis. UNDER NO CIRCUMSTANCE WILL G-SWAP TRADING NETWORK, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE EXCHANGE NETWORK, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. You are solely and entirely responsible for Your use of the Website and Your computer, internet and data security.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless G-SWAP Trading Network, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including but not limited to legal fees) arising out of or relating to:
a) Your use of and access to the Website and Trade Exchange;
b) You failing to comply to any laws or regulations applicable to You;
c) You breaching or allegedly breaching the Policies, Rules and Regulations herein;
d) Your conduct in using the Website and Trade Exchange and posting User Submissions;
e) Your negligence; and any of Your interactions with other Members, whether online or in person, relating to G-SWAP Trading Network and Trade Exchange
regardless of (i) whether or not such damages were foreseeable, (ii) whether or not We were advised of the possibility of such damages, and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. This indemnification obligation shall survive these Policies, Rules and Regulations and Your use of the Website and the Trade Exchange.
44. CONTENT STANDARDS
The following content standards apply to any and all content, material, and information a Member submits, posts, publishes, displays, or transmits to the Website and Trade Exchange, to other users or any other persons (collectively, “User Submissions”) and any and all Interactive Functions. You warrant and agree that Your use of G-SWAP Trading Network’s Website and Trade Exchange and any User Submissions will not:
b) include or contain material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
c) involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise nor ask for personal information;
d) involve, provide or contribute any false, inaccurate or misleading information;
e) include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the User Submissions and Website Content Standards set out in these Policies, Rules and Regulations;
f) impersonate or attempt to impersonate G-SWAP, a G-SWAP employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
g) transmit, or procure the sending of any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other solicitations, without G-SWAP Trading Network’s prior written consent;
h) include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website and Trade Exchange, or which, as determined by us, may harm G-SWAP Trading Network or users of the Website or expose them to liability;
i) include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
j) promote any illegal activity, or advocate, promote, or assist any unlawful act.
k) give the impression that they originate from or are endorsed by G-SWAP Trading Network or any other person or entity, if this is not the case.
45. LAWS AND REGULATIONS
You shall abide by applicable Federal, Provincial/State or local laws or regulations appropriate to any Trade, and G-SWAP Trading Network shall not be responsible for any failure on the part of any Member to comply. You agree not to hold G-SWAP Trading Network liable for any action G-SWAP Trading Network takes to comply with applicable laws or regulations.
46. CRIME AND MONEY LAUNDERING
You warrant to G-SWAP Trading Network that Your Trade transactions facilitated by G-SWAP Trading Network will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17) (Canada) (the “PCMLTFA”) and further warrant that to the best of Your knowledge, none of the G-Dollars or goods and services Traded through the Exchange Network (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Member. You will promptly notify G-SWAP Trading Network if You discover that any of such representations ceases to be true, and shall provide Us with appropriate information in connection therewith. You further acknowledge that G-SWAP Trading Network may in the future be required by law to disclose Your personal information, on a confidential basis, pursuant to the PCMLTFA.
47. GOVERNING LAW AND JURISDICTION
G-SWAP Trading Network’s Website and Trade Exchange and these Policies, Rules and Regulations will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding Your domicile, residence or physical location. These Policies, Rules and Regulations operate to the fullest extent permissible by law. In the event of any legal disputes arising from these Policies, Rules and Regulations the Laws of the Province of Ontario and Canada shall apply. You agree to abide by all applicable laws and regulations regulating the conduct of Your business and industry and applicable to Your participation in the Exchange Network. G-SWAP shall not be responsible on the part of any Member to comply with the laws or regulations applicable to its business, industry and Trades conducted.
48. NO WAIVERS
49. NO THIRD-PARTY BENEFICIARIES
These Policies, Rules and Regulations do not and are not intended to confer any rights or remedies upon any person or entity other than You.
50. SUSPENSION OF TRADING PRIVILEGES, USE OF WEBSITE AND THE TRADE EXCHANGE
G-SWAP Trading Network reserves the right, at its sole discretion, to suspend the trading privileges, Website use, and Trade Exchange use of any Member who:
a) commits fraud against G-SWAP Trading Network or any other Member. Fraud shall include furnishing false information to G-SWAP Trading Network in the Membership Application, G-SWAP Trading Network credit application which Member warrants is accurate to the best of its knowledge;
c) has outstanding cash fees due to G-SWAP Trading Network which are more than sixty (60) days past due;
d) has a negative Trade balance (purchases exceed sales) and who does not promptly respond to requests from other Members purchase inquiries, which will be interpreted as a refusal to repay the Trade credit loan;
e) behaves in a manner that is detrimental to G-SWAP Trading Network and/or fellow Members. Such detrimental behavior shall include abuses of the Member list, including spamming or the unauthorized release of Member information to third parties;
f) behaves in a manner that is offensive, defamatory, obscene or otherwise objectionable to fellow G-SWAP Trading Network Members or to G-SWAP Trading Network employees or representatives;
g) conducts Trades of illegal or prohibited items. Prohibited items shall include firearms or other weapons, illegal drugs, drug paraphernalia, prostitution, and pornography, and insurance offerings. G-SWAP Trading Network reserves the right to amend the list of prohibited items at its discretion;
h) violates the terms of confidentiality contained in this Agreement by disclosing online trading system information or by failing to take reasonable measures to protect such confidential information;
i) ceases to be a Member in good standing in G-SWAP Trading Network.
j) Member’s reputation rating as a buyer or seller does not meet minimum standard as set by G-SWAP Trading Network; or
k) violates any Local, Provincial/State or Federal law.
In the event of such suspension, G-SWAP Trading Network shall give written notice to Member and Member shall immediately cease the use of their Member Account and the Trade Exchange.
51. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You understand and agree that G-SWAP’s Website and Trade Exchange and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by G-SWAP Trading Network, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. G-SWAP Trading Network’s name and all related names, logos, product and service names, designs, images and slogans are trademarks of G-SWAP or its affiliates or licensors. You must not use such marks without the prior written permission of G-SWAP Trading Network.
Other names, logos, product and service names, designs, images and slogans mentioned or which appear on the Website and Trade Exchange are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action. You agree not to directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on G-SWAP Trading Network’s Website and Trade Exchange, in any form or medium whatsoever except: (a) Member’s computer and browser may temporarily store or cache copies of materials being accessed and viewed; and (b) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
Users are not permitted to modify copies of any materials from G-SWAP Trading Network’s Website or Trade Exchange nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from G-SWAP Trading Network’s Website and Trade Exchange. If You print off, copy or download any part of G-SWAP Trading Network’s Website and Trade Exchange in breach of these Rules, Your right to use the Website and Trade Exchange will cease immediately and You must, at Our option, return or destroy any copies of the materials Member has made.
52. DISPUTES AND ARBITRATION
Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between You and G-SWAP Trading Network, or between You and another user, arising from or relating in any way to Your use of G-SWAP’s Trade Exchange or Website, will be resolved exclusively and finally by binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the parties or, in default of agreement, such arbitrator shall be appointed by a Judge of the Ontario Superior Court of Justice sitting in the County of Wellington upon the application of either of the said parties, and a Judge of the Ontario Superior Court of Justice sitting in the County of Wellington shall be entitled to act as such arbitrator, if he or she so desires. The arbitration shall be held in the Municipality of Guelph. The procedure to be followed shall be agreed to by the parties or, in default of agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the International Commercial Arbitration Act, 2017, S.O. 2017, c. 2, Sched. 5 (Ontario) (the “Act”). The parties to the dispute shall equally share the fees of the arbitrator and the facility fees and such parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
Notwithstanding the foregoing, specifically excepted from the arbitration requirement shall be Member’s failure to pay fees due to G-SWAP Trading Network under the Membership agreement, which shall entitle G-SWAP Trading Network to bring legal proceedings to collect delinquent fees plus costs of collection including court fees, reasonable legal fees and late fees on the unpaid balance at a rate of $18% interest per month from the date of default until payment. G-SWAP Trading Network may also report such delinquency to a credit-reporting agency or refer the debt to a collection agency.
53. JOINT AND SEPARATE LIABILITY
Upon acceptance of this Agreement and opening of a Member Account and Member Profile on G-SWAP’s Trade Exchange and Website, You hereby assume joint and separate responsibility for all purchases and fees as outlined in this Agreement, and the individual signing on behalf of a corporation agrees to guarantee and be personally liable for full performance by said corporation of this Agreement.
In the event that G-SWAP Trading Network terminates and the Trade Exchange or otherwise ceases to do business, all Members in a negative Trade position shall pay amounts they owe in cash (one G-Dollar being equal to one dollar in cash in Canadian currency) into a fund. The fund, less expenses, plus inventory on hand will be distributed pro rata to all Members who are in a positive G-Dollar position. Thus, all Members in a positive position will receive cash for their G-Dollars to the extent that funds permit. G-SWAP Trading Network shall not be liable to any Members for cash or G-Dollars beyond the distribution of such funds as aforesaid.
The Guarantor is jointly and severally bound with any corporation/organization that applied for G-SWAP Membership for the fulfillment of all obligations in these Policies, Rules and Regulations. In the enforcement of its rights G-SWAP may proceed against the Guarantor as if the Guarantor were named the Member.
Each and every term and provision contained in these Policies, Rules and Regulations is severable from every other term and provision herein. If any such term or provision should be judged invalid, illegal or unenforceable it shall not affect the validity, legality or enforceability of the remainder of any other term or provision. The remainder shall remain valid, legal, enforceable and in full force and effect.
58. ENTIRE AGREEMENT
59. CHANGES TO THIS AGREEMENT
G-SWAP may, at its sole discretion, modify, amend, or change the terms of this Agreement from time to time without prior written notice. You will receive a notice once changes have been made and any changes to these Policies, Rules and Regulations will be in effect as of the “Last Updated” date referenced at the top of the Policies, Rules and Regulations. Your continued use of the G-SWAP Trade Exchange and Website after the “Last Updated” date shall constitute acceptance of the new provisions. G-SWAP Trading Network may also make changes to Your annual, monthly or commission fees by giving You sixty (60) days prior written notice. Failure to give G-SWAP Trading Network written notice of rejection of such changes within such 60 day period and engaging in any purchase or sale of products or services by You after the 60 days’ notice shall constitute acceptance of the new fee structure.
To You. We may provide any notice to You under these Policies, Rules and Regulations by: (i) sending a message to the email address You provide to G-SWAP and consent to Us using; or (ii) by posting to the Website. Notices sent by email will be effective when We send the email and notices We provide by posting will be effective upon posting. It is Your responsibility to keep Your email address current.
To Us. To give Us notice under these Policies, Rules and Regulations, You must contact Us using the contact information provided in Section 61 below. We may update Our contact information by posting a notice on the Website. Notices provided by email will be effective when You send the email. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
62. REPORTING AND CONTACT INFORMATION
G-SWAP Trading Network’s Barter Network, Trade Exchange and public Website are operated by G-SWAP Trading Network Inc. Should You become aware of misuse of the Barter Network, Trade Exchange or Website including libelous or defamatory conduct, You must report it to G-SWAP at email@example.com
For all other feedback, comments, requests for technical support, please contact Us at:
Telephone: 519-993-SWAP (7927)
Or write to Us at:
G-SWAP Trading Network Inc.
@ 10C Shared Space
42 Carden Street, Guelph, ON N1H 3A2