and Conditions of Use
WEBSITE TERMS AND CONDITIONS OF USE
– LAST UPDATED MAY 28, 2018
1. ACCEPTANCE OF THE WEBSITE TERMS AND CONDITIONS OF USE
These Website Terms and Conditions of Use (“Terms and Conditions”) apply to G-SWAP’s public website domain
www.g-swaptrading.com and constitute a legal agreement between You or the legal organization or company that You act on behalf of (“You” or “Your”, as the context may require) and G-SWAP Trading Network Inc. (“G-SWAP”, “us”, “we”, or “our” as the context may require) irrespective of whether You are a G-SWAP Member. These Website Terms and Conditions govern Your access to and use of G-SWAP’s public Website. For terms and conditions governing access to and use of the Members-only Trade Exchange, please refer to G-SWAP’s Trade Exchange Policies, Rules and Regulations.
2. MODIFICATIONS TO TERMS AND CONDITIONS AND TO THE WEBSITE
We reserve the right, from time to time, with or without notice to You, to revise and update these Terms and Conditions in Our sole and absolute discretion. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of Our public Website. You agree to periodically review the Terms and Conditions in order to be aware of any such modifications and Your use of the Website after such modifications are made means that You agree to be bound by such changes. The information and material on this Website, and the Website itself may be changed, withdrawn or terminated at any time in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is restricted to users or unavailable at any time or for any period.
3. YOUR USE OF THE WEBSITE
Users are responsible for obtaining their own access to the Website and for the Website’s availability and performance. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms and Conditions and comply with them. Users are responsible for any security breaches or performance issues relating to accessing the Website. You are prohibited from attempting to circumvent and from violating the security of the Website 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) restrict, disrupt or disable service to users, hosts, servers or networks;
d) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website;
e) use 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) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
g) attack the Website via a denial-of-service attack, distributed denial of-service attack, flooding, mailbombing or crashing; and
h) otherwise attempt to interfere with the proper working of the Website.
4. PRIVACY AND YOUR INFORMATION
5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You understand and agree that the Website 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, 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. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Website 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 Our Website, in any form or medium whatsoever except: (a) Your 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 this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If You print off, copy or download any part of Our Website in breach of these Terms and Conditions, Your right to use the Website will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by G-SWAP. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.
6. CONDITIONS OF USE, USER SUBMISSIONS AND CONTENT STANDARDS
As a condition of Your access and use of G-SWAP’s Website, You agree that You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit”) to the Website, to other users or any other persons (collectively, “User Submissions”). Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations.
Without limiting the foregoing You warrant and agree that Your use of the Website and any User Submissions shall not:
b) include or contain any 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 Terms and Conditions.
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 advertisements or promotions (without Our prior written consent), commercial activities or sales, including without limitation any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
h) include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm G-SWAP 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 or any other person or entity, if this is not the case.
7. WEBSITE MONITORING AND ENFORCEMENT, SUSPENSION AND TERMINATION
G-SWAP has the right, without provision of notice to:
remove, modify or refuse to post on the Website any User Submissions for any or no reason in Our sole discretion.
at all times, to take such actions with respect to any User Submission deemed necessary or appropriate in Our sole discretion, including without limitation, for violating the Website and User Submissions and Website Content Standards or Terms and Conditions.
take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Website. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
terminate or suspend Your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms and Conditions. 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 AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER G-SWAP OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES. We have no obligation, nor any responsibility to any party to monitor the Website, and do not and cannot undertake to review material that You or other users submit to the Website. 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.
8. NO RELIANCE
The content on the Website is for Your general information and use only. It is subject to change without notice. While information provided is intended to be accurate, no representation or warranty is made with respect to the accuracy or reliability of such information. Although We make reasonable efforts to update the information on our Website, We make no representations, warranties or guarantees, whether express or implied, that the content on Our Website 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 immediately if You become aware of any errors on the Website. Your use of the Website is at Your own risk and We have no responsibility or liability whatsoever for Your use of this Website. This Website includes content provided by third-parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by G-SWAP, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of G-SWAP. G-SWAP is not responsible, or liable to You or any third party, for the content or accuracy of any third-party materials.
10. THIRD-PARTY WEBSITES
For Your convenience, Our Website may provide links or pointers to third-party websites. We make no representations about any other websites that may be accessed from this Website. If You choose to access any such websites, You do so at Your own risk. We have no control over the contents of any such third-party websites and accept no responsibility for such websites or for any loss or damage that may arise from Your use of them. You are subject to any terms and conditions of such third-party websites. By using G-SWAP’s Website, You expressly release G-SWAP from any and all liability arising from Your 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. Our Website must not be framed on any other website, nor may You create a link to any part of Our website other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which You are linking must comply in all respects with Our Terms and Conditions and User Submissions and Website Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
11. USE OF THE TRADE EXCHANGE
The rules of conduct surrounding the use of G-SWAP’s Members-only Trade Exchange area, where trades of goods and services take place between Members are set out in detail in G-SWAP’s Trade Exchange Policies, Rules and Regulations.
12. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF G-SWAP’S WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE 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 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 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. 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.
13. LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCE WILL G-SWAP, 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, 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 WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless G-SWAP, 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;
b) Your violation of any term of these Terms and Conditions;
c) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or
d) any claim that one of Your User Submissions is offensive, defamatory, obscene or otherwise objectionable or caused damage to a third party. This indemnification obligation shall survive these Terms and Conditions and Your use of the Website.
15. GEOGRAPHIC RESTRICTIONS
This Website is controlled and offered by G-SWAP Trading Network Inc. from its location in the Province of Ontario, Canada. We provide this Website for use only by persons located in Ontario. This Website is not intended for use in any jurisdiction where its use is not permitted. If You access the Website from outside of Ontario You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.
16. GOVERNING LAW AND JURISDICTION
G-SWAP’s Website and these Terms and Conditions 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 Terms and Conditions operate to the fullest extent permissible by law.
17. 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, or between You and another user, arising from or relating in any way to Your use of the 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.
If G-SWAP fails to act with respect to Your breach or anyone else's breach of these Terms and Conditions on any occasion, G-SWAP is not waiving its right to act with respect to future or similar breaches.
If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
20. ENTIRE AGREEMENT
21. REPORTING AND CONTACT
G-SWAP’s Website is owned and operated by G-SWAP Trading Network Inc. Should You become aware of misuse of the Website including libelous or defamatory conduct, You must report it to G-SWAP at firstname.lastname@example.org
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