Terms and Conditions of Use
Date of Last Revision: May 1, 2010
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING
THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN
AND ALL TERMS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE ("Agreement").
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
These terms and conditions of use in this Agreement apply exclusively to your access
to, and use of, the Website of Flatirons Internet, LLC ("Company"), located at www.swapright.com
("Site") and the information and other services provided therein ("Services"). The
Company is located at: PO Box 19423, Boulder, Colorado 80308. If
you ("User") are using the Site on behalf of any entity, the User represents and
warrants that the User is authorized to accept these Site Terms on such entity's
behalf, and that such entity agrees to indemnify the User and Company for violations
of this Agreement.
The Company reserves the right to change or modify any of the terms and conditions
contained in this Agreement or any policy or guideline of the Site, at any time
and in its sole discretion. Any changes or modification will be effective immediately
upon posting of the revisions on the Site. Continued use of this Site by the User
following the posting of changes or modifications will constitute the acceptance
of such changes or modifications by the User. Therefore, the User should frequently
review this Agreement and applicable policies from time-to-time to understand the
terms and conditions that apply to the use of the Site. If the User does not agree
to the amended terms, the User must stop using the Site.
If the User has any question regarding the use of the Site, the User should refer
first to this Agreement and the How Does It Work
All other questions or comments about the Site or its contents should be directed
1. Nature of the Site: Only a Venue
The Site is an Internet forum that facilitates communications between User and other
users of the Site (the term "other users of the Site" consists of Users of the Site
who, themselves, are also subject to this Agreement as Users) for the purpose of
exchanging information. The Site is intended to assist the User in identifying other
users of the Site who are interested in sending or obtaining Post Data (as defined
herein). The Site
acts as an online venue. The Company does not guarantee that the User will obtain
any benefit through the Site. The Company cannot ensure that the User will actually
complete a transaction.
The Company takes no position and offers no opinion on when or if a contractual
agreement or other relationship is formed between the User and other users of the
Site or other parties or when delivery occurs. In order to provide an optimal forum
for the User, the Company does not involve itself in the agreements between the
User and other users of the Site or the actual delivery or provision or delivery
of goods or services of the User or other users of the Site, third parties, or any
other person or entity. Therefore, the Company cannot ensure the completion of any
agreement, representation, warranty, or the integrity of any party. The Company
will not be a party to any fee or referral fee dispute or other related legal matter
or claim asserted by or amongst the User or other users of the Site. If the User
has a dispute with one or more other users of the Site, the User release the Company
from claims, demands and damages (actual and consequential) of every kind and nature,
known and unknown, arising out of or in any way connected with such disputes.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement or by the use of the Site.
The Company is not a law firm, investment firm, CPA firm. The Company does not provide
legal, financial, or tax advice. The Company offers no legal advice, recommendations,
mediation, or counseling under any circumstance. The Company does it facilitate
or channel clients to specific legal, financial, or tax advisers.
2. User Guidelines
Given the nature of the Site, it is important that the User follow the rules of
the Site. Some of these rules are described in this Agreement. The rest are described
in bulletins or notices posted at various points in the Site.
The User may not engage in any of the following activities on the Site:
- misrepresent Registration Data (as defined herein), Post Data (as defined herein),
or other information
- do or say anything to injure or harm others
- display material containing nudity or pornographic material of any kind
- provide material that is grossly offensive to the online community, including blatant
expressions of bigotry, prejudice, racism, hatred, or profanity
- promote or provide instructional information about illegal activities, or promoting
physical harm or injury against any group or individual
- defame any person or group
- display material that exploits children under 18 years of age
- violate the rights of another, including but not limited to the intellectual property
rights of another. This includes using the Site for acts of copyright, trademark,
patent, trade secret, or other intellectual property infringement, including but
not limited to offering pirated computer programs or links to such programs, information
used to circumvent manufacturer-installed copy-protect devices, including serial
or registration numbers for software programs, or any type of cracker utilities
(this also includes files which are solely intended for game emulation)
- violate Internet standards
- use the Site for displaying harassing, abusive, threatening, harmful, vulgar, obscene,
or tortuous material or invading other's privacy
- interfere with or disrupting the Site or servers or networks connected to the Site
by posting unauthorized advertisements or links to competing services, transmitting
"junk mail", "spam", "chain letters", or unsolicited mass distribution of e-mail
- encourage any illegal activity, including anything to do with illegal drugs, gambling,
pornography, prostitution, child pornography, robbery, spreading computer viruses,
cracking into private computer systems, software infringement, trafficking in credit
card codes, or other crimes
- compromise the security of any Service the Company provides, including attempting
or gaining access to system areas private to the Company, or to other users of the
- harvest or otherwise collect information about other users of the Site, including
e-mail addresses, without their consent
- use any robot, spider, scraper or other automated means to access the Site for any
purpose without the Company's express written permission
The Company reserves the right to deny access to the Site or terminate or cancel
the User's accounts if the User (1) violates these rules or (2) receives complaints
from other users of the Site, for any other reason.
The Company may deny access to the Site to or terminate or cancel the User's accounts
if the User submits or posts (as defined herein) incomplete or inaccurate information
on the Site. This includes failing to provide accurate and complete Registration
Data (as defined herein), Post Data (as defined herein), and/or other information.
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable
law, the Company has adopted a policy of to denying access to the Site or terminating
or canceling User's accounts, in appropriate circumstances and at Company's sole
discretion, if the User is deemed to be a repeat infringer. Company may also at
its sole discretion deny access to the Site or terminate or cancel the User's accounts
if the User infringes any intellectual property rights of the Company or others,
whether or not there is any repeat infringement, or when the User violates any other
term of this Agreement.
The Company may deny access to the Site or to terminate or cancel the user's accounts
if the Company receives notice that the User is contacting other users of the Site
for impermissible purposes, either on or off of the Site.
The Company reserves the right to deny access to the Site to or to terminate or
cancel the User's accounts if the User has not accessed the Site or the User's account
has been inactive for a long time, as determined by the Company, or if the User
has an outstanding balance owed to the Company.
Any denial of access to the Site or termination or cancelation of the User's accounts
will result in the forfeiture of the User's Site Credits (as defined herein) to
3. User Communications
The Site provides a means for the User and other users of the Site to ask each other
questions related to the Post Data (as defined herein). The User may only use
this feature to ask genuine non-offensive questions and to provide similar responses.
The User shall in good faith attempt to respond in a timely fashion to all reasonable
queries from the Company and other users of the Site about Post Data (as defined
herein) that the User posts (as defined herein) to the Site. Queries are prominently
displayed on the Site to the User once the user logs into the Site. The Company
may also forward queries to the User's outside or private e-mail account(s).
By using the Site, the User consents to receive e-mails from the Company, which
may include commercial e-mails provided such e-mails are in accordance with the
preferences the User selects in the My Account section of the Site. The User may
change such preferences by changing the User's account settings on the e-mail and
notifications page of the My Account section of the Site. Please note that as long
as the User maintains an account, the User may not "opt out" of receiving Service
or account-related e-mails from the Company.
4. Posting Information; Confidentiality
The User may post or list ("post," and as an act to "post, "posting," or "posted"
etc.) information on the Site about potential cases, sales, clients, etc. or any
other information posted to the Site (collectively and individually, "Post Data")
that that the User would like to share with other users of the Site, so long as
(1) the User is authorized to post such Post Data; (2) the User, the Post Data,
and the act of posting the information does not violate this Agreement or other
law; and (3) the Post Data is of a nature requested by and appropriate for the
Joining the Site and posting swap offers to the Site is free.
6. Post Data and Information
The Company cannot monitor, approve, or verify the accuracy or appropriateness of
data on the Site; therefore, the Company allows the User and other users
of the Site to flag inappropriate data on the
The Company encourages the User and other users of the Site to report problems,
offensive content, and policy violations to us. Many of the pages on the Site contain
a link for the User to flag content.
The Company has no obligation to mediate or otherwise reconcile differences between
the User and other users of the Site.
While the Company encourages open and unrestricted use of the network, the Company
will not tolerate offensive conduct. The
use of disparaging and defamatory comments does not serve the purpose of the Site
and may result in legal liability to the User. The Company reserves the right to
deny access to the Site and terminate or cancel the User's accounts if the User
posts feedback that is defamatory, hostile, vulgar, or otherwise distasteful or
The Company is not responsible for any loss of data resulting from accidental or
deliberate deletion, network or system outages, file corruption, or any other reasons.
7. Disclaimer of Information Obtained
The Company provides the User and other users of the Site with a forum that functions
as an open market. The Company is not responsible for the content of materials posted
on the Site. The opinions and views expressed are those of the User and other users
of the Site and do not reflect those of the Company. Post Data or other information
submitted by the User and other users of the Site is not verified or reviewed in
any way before it appears on the Site. The Company does not warrant the validity
or accuracy of any such information. The Company urges the User and other users
of the site to please use caution and common sense when using the Site.
The Company does not review the membership, standing, or otherwise of the User or
other users of the Site with any regulatory, licensing, or similar authority. The
User agrees not to access the Site if it lacks the proper licensures or are suspended
and/or disbarred or otherwise restricted or prohibited from providing the goods
or services identified in the Data. If such access is brought to the attention
of the Company, the Company may report said users conduct to the appropriate licensing
agency or other proper authority and may restrict the User's access to the Site
and/or cancel or terminate the User's account.
8. Copyright Complaints
If the User believes that any material on the Site infringes upon any copyright
which they own or control, the User may file a notification of such infringement
with the Company's Designated Agent as set forth below.
Name of Agent Designated to Receive Notification of Claimed Infringement: Jeremy
Full Address of Designated Agent to Which Notification Should Be Sent: PO Box 19423, Boulder, CO 80308.
Telephone Number of Designated Agent: 303-362-5306
E-Mail Address of Designated Agent:
The Company may give notice of a claim of copyright infringement to the User or
other users of the Site by means of a general notice on the Site, e-mail to a User's
or other users of the site's e-mail address in our records, or by written communication
sent by first-class mail to a User's or other users of the Site's address in our
The User agrees that the Company is not responsible for any harm that the Site or
Services may cause. The User agrees to indemnify, defend, and hold the Company harmless
from and against any and all liability and costs incurred in connection with any
loss, liability, claim, demand, damage, and expenses arising from or in connection
with the contents or use of the Site. The User agrees that this defense and indemnity
shall also apply to any breach by the User of this or any related Agreement or the
foregoing representations, warranties and covenants. The User further agrees that
this defense and indemnity shall include without limitation attorney fees and costs.
The User also agrees that this defense and indemnity shall apply to the Company,
its affiliates, directors, officers and employees. The Company reserves the right,
at its own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by the User and the user shall not in any event settle
any matter without the written consent of the Company.
10. Additional Company Rights
The Company reserves the following rights:
- to release current or past Registration Data (as defined below), Post Data, or
in the event the Company believes that the User is in violation of this Agreement,
the Site is used to commit unlawful acts, if the information is subpoenaed, and/or
if the Company deems it necessary and/or appropriate.
- to remove Post Data from the Site.
- to deny Service to offenders of this Agreement.
- to deny access to the Site or terminate or cancel User's accounts for anyone or
any User for any reason or no reason
The Company reserves the right to modify or discontinue, temporarily or permanently,
the Site with or without notice to the User. The User agrees that Site shall not
be liable to the User or any third party for any modification or discontinuance
of the Site. The User acknowledges and agrees that any termination of the Site under
any provision of this Agreement may be effected without prior notice, and acknowledges
and agrees that the Company may immediately delete data and files in the User's
account and bar any further access to such files or the Site.
The Company owns certain things on this system, including the 'look and feel' of
the system, the name of the system, the collective work copyright in sequences of
public messages on the system, and the business method. The User cannot reproduce
any message thread from the system, either electronically or in print, without the
Company's permission and the permission of all participants in the thread. This
is not a complete list - other things on the system are also the Company's property.
Contact the Company before copying anything from the system with plans of reproducing
it or distributing it.
The User acknowledges and agrees that content, including but not limited to text,
software, music, sound, photographs, graphics, video, page layout and design, or
other material contained in the Site or information presented through the Site is
protected by copyrights, trademarks, service marks, patents, or other proprietary
rights and laws. The User acknowledges and agrees that the User is permitted to
use this material and information only as expressly authorized by the Company or
its Sponsors, and may not copy, reproduce, transmit, distribute, or create derivative
works of such content or information without express authorization. The User acknowledges
and agrees that Company can display the User's images and text throughout the Site.
11. Disclaimer of Warranties and Limitation of Liability
A great danger for the Company, and for all operators of online networks, is that
we might be held accountable for the wrongful actions of our users. If one user
libels another user, the injured user might blame us, even though the first user
was really at fault. If a user uploads a program with a computer virus, and the
other users' computers are damaged, we might be blamed even though a user left the
virus on our Site. If a user transmits illegal or improper information to another
user, we might be blamed even though we did nothing more than unknowingly carry
the message from one user to another. Accordingly, we need all users to accept responsibility
for their own acts, and to accept that an act by another user that damages them
must not be blamed on us, but only on the other user.
Although it is the Company's goal to provide users with a reliable, quality system,
we may make mistakes or experience system failure from time to time. Such problems
are inevitable in operating any computer based website. We would not be able to
make this network available to users if we had to accept blame or financial liability
for any usability problems, system failures or errors, or mistakes or damages of
any kind. In order to continue offering and improving our service, the Company must
deny any warranties on this service and insure that our liability for any problems
connected with the use of our system is strictly limited.
These needs are accomplished by the following disclaimers:
Disclaimer of Warranties
THE USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT THE USER'S SOLE RISK.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL
MEET USER'S REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE; NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF
ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE OR
NETWORK WILL BE CORRECTED. THE COMPANY MAKES NO WARRANTY REGARDING ANY GOODS OR
SERVICES PURCHASED OR INFORMATION OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS
ENTERED INTO THROUGH THE SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM
THE COPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation of Liability
THE USER AGREES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY
TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR
RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED
OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR RESULTING FROM UNAUTHORIZED
ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED
TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER FURTHER AGREES THAT
THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION
OR TERMINATION OF SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION
OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.
If the Company is found to be liable, the Company's liability to the User or to
any third party is limited to the greater of (a) the total fees the User or third
party, as the case may be, paid to the Company in the three (3) month period prior
to the action giving rise to the liability, and (b) $100.00 U.S.
Any controversy or claim arising out of or relating to this Agreement or the
breach thereof or the Site, shall be settled by arbitration administered by the
American Arbitration Association under its Commercial Arbitration Rules, and shall
be conducted in Boulder, Colorado. Any such controversy or claim shall be arbitrated
on an individual basis, and shall not be consolidated in any arbitration with any
claim controversy of any other party. Irrespective of any choice of law rules, the
arbitrator will apply the substantive law of Colorado and the Federal Rules of Evidence.
The arbitrator will have jurisdiction to hear and rule on pre-hearing disputes and
is authorized to entertain a demurrer and a motion for summary judgment or summary
adjudication. The arbitrator shall also have jurisdiction to decide claims for interim
or preliminary relief pursuant to the Association's Optional Rules for Emergency
Measures of Protection. Pre-hearing exchange of information shall be governed by
the AAA Commercial Arbitration Rules and Colorado law. The arbitrator will render
a written award and opinion that reveals the essential findings and conclusions
upon which the award is based.
13. Registration Data; Account Security
In consideration of the User's use of the Site, the User agrees to provide accurate,
current and complete information about the User as may be prompted by any registration
forms on the Site ("Registration Data"); maintain the security of the User's password
and identification; maintain and promptly update the User's Registration Data, and
any other information the User provides to the Company, to keep it accurate, current
and complete; and (d) accept all risks of unauthorized access to the Registration
Data and any other information the User provides to Company. In addition, the User
agrees not to access or use, or attempt to access or use, the Site or any part thereof
using the identity or the Registration Data of any person other than themselves.
Use of the Site is an express admission that the User is the party identified in
the Registration Data.
14. Miscellaneous Terms
contained in any of the Site's website pages and constitutes the entire understanding
between the User and the Company regarding the User's relationship to the Company.
To the extent that any term conflicts with the terms in this Agreement, the terms
specifically written in this Agreement shall trump terms that are incorporated by
reference to another document or outside source.
for information on how the Company collects, uses and discloses personally identifiable
information from the User.
The User can reach or access the Site from all fifty states, U.S. territories and
possessions, and around the world. Each of these places has a different set of laws.
Since the Company cannot keep track of all these laws and their requirements, the
Agreement and the relationship between the User and the Company shall be governed
by the laws of the State of Colorado without regard to its conflict of law provisions.
If the Company fails to exercise or enforce any right or provision of this Agreement
or other incorporated agreements, that failure shall not be used to prove or be
construed that the Company has waived the right or provision. If any provision of
this Agreement or other incorporated agreements is found by a court of competent
jurisdiction to be invalid, the User nevertheless agree that the court should endeavor
to give effect to the parties' intentions as reflected in the provision, and that
the other provisions of the Agreement remain in full force and effect. The User
agrees that regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to use of the Site or Services or the Agreement
or incorporated agreements must be filed by the User or third party within one (1)
year after such claim or cause of action arose or be forever barred. The section
titles in the Agreement are for convenience only and have no legal or contractual