TERMS AND CONDITIONS Swop Limited Liability Company and its subsidiaries (hereinafter, “us,” or “we” or “company”) respects your privacy and is committed to helping you understand what data we collect, why we collect it, and what we do with it. Please take time to read the Terms and Conditions (“terms”) carefully before using the services on https://swop.company website and/or “Swop - Like - Match - Swap“ mobile application (the “service” or “Swop app”). By providing personal information to us, accessing or using the service, you agree to this End User License Agreement (“agreement”). This agreement is between you and Swop Limited Liability Company and governs the use of the mobile application available on the Apple App Store or Google Play Store. By installing the Swop app, you agree to be legally bound by this agreement and understand that there is no tolerance for objectionable content. If you do not agree with the terms and conditions of this agreement, you are not entitled to use the Swop app. Parties on this agreement are you and Swop Limited Liability Company only. Notwithstanding the foregoing, you acknowledge that Apple, Google and their subsidiaries are third party beneficiaries of this agreement, and those third parties have the right to enforce this agreement against you. However, Swop Limited Liability Company, and not Apple or Google, is solely responsible for the Swop app and its contents. The service allows you to post, store, share, and otherwise make available information in the form of, including but not limited to, text, graphics, photos, and/or other forms (the “content”). For the avoidance of doubt, any photos or details of clothes that you upload on the service shall therefore be construed as content too. You are entirely responsible for the content that you put up on the service, including its legality, reliability, and appropriateness. You assure that the content is updated and accurate to the best of your knowledge and that no material information has been deliberately withheld. We or the service shall in no way be responsible for your content and its repercussions. By posting content to the service, you grant us the right and license to use, store, modify, analyse, publicly display, reproduce, and distribute such content on and through the service. You agree that this license includes the right for us to make your content available to other users of the service, who may also use your content subject to these terms. You represent and warrant that: (i) the content is under your ownership, or you have the right to use it and to grant us the rights and license as provided in these terms, and (ii) the posting of your content on or through the service does not violate any privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or organization. For content that is covered by intellectual property rights, like photos and videos or any other forms of intellectual properties, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any content that you put up on the service. Given the nature of the service, your chat messaging, and conversations with other users, shall also interpreted as “content”, thereby ensuring it too follows the rules of conduct as detailed in this agreement. While you may delete, deactivate or withdraw (“remove”) any content put up by you, we cannot ensure that it is removed from the service, unless others who had shared it, independently and out of their free-will, choose to remove it too. When you publish the content, it means that you are allowing everyone, including people off the service, to access and use that information, and to associate it with you (i.e., your name, profile picture and/or other login details). The service allows users to exchange clothes with other users on the service. You acknowledge that clothes are either under your ownership or that you have the authority to give those clothes to other users. You acknowledge that clothes are accurately represented to the best of your knowledge, and that no relevant material information has been intentionally or purposely withheld or left undisclosed. You acknowledge that clothes may deteriorate even under normal wear and that when you exchange clothes with others, you accept to receive them back not in the same state as you gave them away. However, in case of excessive damage, while you may notify us, you accept that our attempts to redress the situation is limited to a best-efforts basis. While the clothes are still under your ownership, you accept that during the exchange period, other users may use them as they choose. You acknowledge that you have no control or influence over your clothes while they are in an exchange. You also accept that you will not try to get your clothes back from the other user on your own or outside of the service. On Swop, you are offered “options” (i.e. selective clothes of other women around you). You are expected to either “like” (by swiping right or by clicking on the heart button) Or “dislike” (by swiping left or by clicking on the broken heart button). If you like someone’s clothes and that someone likes your clothes, then there is a “match”. This matching service constitutes the core offering of the company and is provided to all users free of charge. The options presented to you and the order in which they are presented are at the sole discretion of the service and we are not obligated to disclose the logic or rationale for the same. You can however filter the options using a range of pre-defined criteria. While it shall be our constant endeavour to provide you with as many options as we can, we cannot assure you that there would be options available for you at all times and/or at all locations. For any clothes in your “wardrobe” (i.e. collection of clothes, the images and details of which have been uploaded by you on the service under your login), you can have many matches. However, we cannot assure you of the same. Out of the many matches, you can choose which one to exchange your clothes with. You acknowledge that a match does not guarantee the swap (the exchange). The other user whose clothes your clothes are matched with, must also agree to the exchange. You also acknowledge that even after proposing and/or confirming to swap, you and/or the other user can independently cancel within 24 hours of proposing the swap. Swap: When a user chooses to exchange clothes with another user, it creates a “swap” (also referred to as the “exchange”). You have up to three ways available for the manner in which you can swap – (i) by meeting the other user in person, (ii) by picking & dropping clothes at the assigned laundry, or (iii) by home delivery. You acknowledge that not all three ways – Meet in Person, Pick & Drop, Home Delivery, shall be available at all places or at all times. Once selected you cannot change the way in which the swap shall occur, during the life of swap. Furthermore, the manner you choose is applicable to the entire swap i.e. for when your clothes go to the other users, when other user’s clothes come to you, when you return other user’s clothes, and when your clothes are returned to you. If the other user has not proposed to swap yet, then you have all of the above three ways for the manner of swap. If the other user has already proposed the swap, then the ways available to you, shall be as follows: If the other user has chosen to swap by meeting in person, then you shall only be presented with just that one way too; If the other user has proposed to swap either by picking & dropping clothes at a laundry or by home delivery, then you shall also be presented with these two ways. You must send the clothes that are a part of the swap and as detailed within the corresponding content. Sending different clothes or clothes that are materially different from the description in the content would lead to the swap getting cancelled. Returning wrong clothes would lead to a default with corresponding action being taken against the defaulting user, as detailed in this agreement. You must send the clothes no later than the due date and within the chosen/assigned timeslot. Not sending the clothes by the due date and within the chosen timeslot would lead to the swap getting cancelled. Not returning the clothes by the due date and within the chosen timeslot would lead to a default with action being taken against the defaulting user, as detailed in this agreement. Each swap is for a period of approximately 01 month and can vary by a week depending on when you and/or the other user involved in the swap, receive and send back clothes. However, the duration of the swap can be altered from the above, but only by the mutual consent of both users involved in the swap. You can request to return the other user’s clothes sooner, but the request for an early return must be approved by the other user, who should be willing to return your clothes sooner too; otherwise, the clothes shall be returned as per the original schedule. You can request to keep the other user’s clothes forever, but the request to swap for good must be approved by the other user, who should be willing to let you keep their clothes and to keep your clothes with them forever too; otherwise, you shall be expected to return the other user’s clothes as per the original schedule, failing which, shall be deemed as a default with corresponding action being taken against the defaulting user as detailed in this agreement. You can request to extend the swap by another month, but the request for extension must be approved by the other user, who should be willing to let you keep their clothes and to keep your clothes with them for another month; otherwise, you shall be expected to return the other user’s clothes as per the original schedule, any delay in which shall be deemed as a default with corresponding action being taken against the defaulting user as detailed in this agreement. Ancillary Services: The Ancillary Services include, but are not limited to, cleaning services and delivery services. We work with third-party local laundry and dry cleaning service providers to have the clothes cleaned before being swapped. We also use on-demand delivery service providers for providing our users the convenience of home pick-ups and deliveries. You acknowledge that the selection of service providers and the allocation of clothes to each service provider, is at the sole discretion of the company, and we are not liable to disclose the criteria or the business logic for the same. Though it is our constant endeavour to secure the best price from the service providers, they are ultimately free to offer their own price on the Swop app. Furthermore, we simply pass the prices offered by the service providers to you and do not influence, impact or mark-up the prices. While we exercise utmost caution in choosing service providers, we are not responsible for the quality of their service and are hence not accountable for any underperformance on their part. This includes any unintentional damage caused to your clothes by the service providers. Events of default: If one user deliberately delays in returning clothes past the due date or returns wrong clothes, it will be deemed as a default. This event occurs in relation to either party (The “defaulting user”, the other party being the “non-defaulting user”). At any time an Event of default occurs, we can do one or more of the following: We immediately restrict the access of the defaulting user on the Swop app. Most service features are temporarily suspended, until the defaulting user has returned the clothes. While the features are resumed after the default is corrected, the repetitive occurrence of default can cause the defaulting user to be permanently banned from the service. If the one user has already returned the clothes but the defaulting user hasn’t, we would return the non-defaulting user’s clothes back to the that user. Unless the defaulting user returns the clothes, the non-defaulting user has the right to continue using the defaulting user’s clothes as before the event of default. We reserve the right to impact the defaulting user’s internal ratings. Even after the defaulting user has returned the clothes, we reserve the right to show the same user fewer and less popular clothes options in the future. We are not liable to disclose users’ ratings to the users themselves. Other measures put in place by us shall be duly updated and detailed in the terms in the future. Tokens: The users can upload content for their clothes on the Swop app and be offered matches for their clothes at no cost. However, to proceed to swap with any match, the user would be expected to use a unique digital token issued by the service and assigned to that particular user. A token is used up for each swap. Hence, a user cannot swap clothes if he or she does not have any remaining tokens. These tokens can be given away for free at the sole discretion of the service or can be purchased from the online application stores such as Apple App Store and Google Play Store among others and other payment mechanisms such a mobile wallets, cards, netbanking etc. Each token has a fixed time validity, after which it is deemed to be expired and can no longer be used for a swap. The tokens given away for free have a validity of 1 month from the date they were issued, while the tokens purchased by the user have a validity of 01 year. Furthermore, the expired tokens cannot be redeemed by the user or be returned to the company. Each tokens is associated with a user and cannot be transferred or given away to other users. Risk Warnings: While it shall be our constant endeavour to ensure each user receives and returns the swapped clothes in good condition and on time, we cannot guarantee the same. Hence, you acknowledge that you accept the inherent risk in swapping clothes online. To get a match, if others like your clothes, you should like some of others’ clothes too. Nevertheless, you acknowledge that you might still not receive any matches for your clothes. We would recommend uploading more and better clothes which others are more likely to like, and also liking others clothes to increase your chances of a match. Even after getting matches, it is not certain that you would be able to swap. For a swap to happen, the other person must be willing to proceed with that particular match too. Even after initiating the swap, it is possible that you or the other person might cancel it. Both users have 24 hours to cancel the swap from the moment it is proposed. Even otherwise, if a user does not send or drop-off her clothes for the swap, the swap is deemed to be cancelled. Your clothes might not be returned on time or might be returned in a much-deteriorated condition. While we will try out best to assist you, we cannot assure you that we will be able to remediate the damage caused completely or sufficiently. Rules of Conduct: We require the users to adhere to the below rules on the service. If you do not follow, we reserve the right to alter, influence or remove the content and/or terminate the user’s access to the service: The user will not post unauthorized commercial communications (such as spam) on the Service. The user will not collect other users’ content or information, or otherwise access the service, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior written permission. The user will not upload viruses or other malicious code. The user will not solicit login information or access an account belonging to someone else. The user will not bully, intimidate, malign or harass any other user. The user will not post content that is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence. The user will not use the service to do anything unlawful, misleading, malicious, or discriminatory. The user will not do anything that could disable, overburden, or impair the proper working or appearance of the service, such as a denial of service attack or interference with page rendering or other Service’s functionality. The user will not engage in bullying or harassment. We allow users to communicate with each other via in-app messaging. While the chat transcripts are private, we reserve the right to moderate the communication and to take immediate action if needed. The following acts shall also be construed as harassment and dealt with accordingly: Posting images altered to degrade other individuals, Photos or videos of physical bullying posted to shame the victim, Sharing personal information to blackmail or harass people, and Repeatedly targeting other users with unwanted direct messages. You will not engage in Sexual Violence or Sexual Exploitation in any form. We reserve the right to remove content that threatens or promotes sexual violence or exploitation. This includes the sexual exploitation of minors, and sexual assault. To protect victims and survivors, we also remove photographs or videos depicting incidents of sexual violence and images shared in revenge without permissions from the people in the images. Our definition of sexual exploitation includes solicitation of sexual material, any sexual content involving minors, threats to share intimate images, and offers of sexual services. Where appropriate, we refer this content to law enforcement. Offers of sexual services include prostitution, escort services, sexual massages, and filmed and /or photographed sexual activity. You will not engage in nudity. We reserve the right to remove photographs of people displaying genitals or focusing in on fully exposed buttocks. We also restrict some images of female breasts if they include the nipple. We will not allow photographs of paintings, sculptures, and other art that depicts nude figures. Restrictions on the display of both nudity and sexual activity also apply to digitally created content. Explicit images of sexual intercourse are prohibited. Descriptions of sexual acts that go into vivid detail may also be removed. You will not engage in any hate speech. We absolutely will not tolerate personal attacks on people based on their race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, sexual orientation, diseases or disabilities of any kind. We reserve the right to remove such content and even terminate the access of users engaging in such behavior. You will not attempt any self-injury or suicide in relation to the service. The user will not facilitate or encourage any violations of the terms. You own all of the content you put up on the Service and are therefore responsible for it. We ask that you respect the guidelines to continue accessing the Service. Accounts: Logging into the service is commensurate to creating and/or accessing your account on the service. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the terms, which may result in immediate termination of your account on the service. You are solely and entirely responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. We shall in no way be responsible for your loss of your service account credentials. You must notify us immediately if you suspect that your credentials have been breached of security, lost, stolen, or your account is otherwise compromised. We shall not be responsible for unreported unauthorized access to your account. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents. Intellectual Property: The service, its source code, features and functionality are and will remain the exclusive property of SwopCompany, Inc. The service is protected by copyright, trademark, and other laws, and may not be used in connection with any product or service without the prior written consent of the company. Linking to other Websites: The service may contain links to third-party web sites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. Termination: We may terminate or suspend access to the service immediately, without prior notice or liability, for any reason whatsoever, including without limitation, if you breach the terms. All provisions of the terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the terms. Upon termination, your right to use the service will immediately cease. If you wish to terminate your account, you may simply deactivate (commensurate to termination) using the service. All provisions of the terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Indemnification: You agree to defend, indemnify and hold the company harmless and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal and accounting fees), resulting from or arising out of or in any way connected with: i) Your improper use and access of the Service, by you or any person using your account and password; ii) your breach of these Terms, or iii) your unlawful content posted on the Service; iii) your negligence, breach of any laws, regulations, or third party rights such as intellectual property or privacy rights. Limitation of Liability: In no event shall the company, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any direct or indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; (iv) the use of service by other users, and (v) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Warranty Disclaimer: Your use of the service is at your sole risk. The service is provided on an “AS IS” and “AS AVAILABLE” basis. The service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We do not warrant that the service will function uninterrupted, secure or available at any particular time or location; any errors or defects will be corrected; the service is free of viruses or other harmful components; or the results of using the service will meet your requirements. Exclusions: Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so while the limitations above may not apply to you, your access to the service assumes your agreement to using it in good faith. Governing Law: These terms shall be governed and construed in accordance with the laws of the Vietnam, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Our failure to enforce any right or provision of these terms will not be considered a waiver of those rights. If any provision of these terms is held to be invalid or unenforceable by a court, the remaining provisions of these terms will remain in effect. These terms constitute the entire agreement between us regarding our service, and supersede and replace any prior agreements we might have between us regarding the service. Changes: We reserve the right, at our sole discretion, to modify or replace these terms at any time. If a revision is substantial or material, we will try to provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material or substantial change will be determined at our sole discretion. By continuing to access or use our service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service. Contact Us: If you have any questions about these terms, please contact us.
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