The entity you are contracting with is Fair Xchange LLC, a/k/a Fair Xchange LLC, with a business address located at 11012 Ventura Blvd., Ste. 71, Studio City, CA 91604.
This User Agreement is effective upon acceptance for users who accept it through registration of an Fair Xchange account. Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the Agreement to Arbitrate (see Legal Disputes, Section B ("Agreement to Arbitrate")). Unless you opt-out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Fair Xchange is a platform that allows users to offer, sell and buy products and services in a secure environment. AS A SECURE PLATFORM, Fair Xchange DOES NOT PROMOTE, ENDORSE, OWN OR SELL ANY OF THE PRODUCTS OR SERVICES THAT ARE THE SUBJECT MATTER OF THE TRANSACTIONS FACILITATED BY THE Fair Xchange PLATFORM, THUS, THE ACTUAL CONTRACT FOR SALE IS EXCLUSIVELY BETWEEN THE SELLERS AND BUYERS.
WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES BETWEEN VARIOUS USERS OF THE Fair Xchange PLATFORM, Fair Xchange HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS OR SERVICES BEING EXCHANGED THROUGH THE Fair XchangePLATFORM. Fair Xchange DOES NOT GUARANTEE THE TRUTH OR ACCURACY OF USERS' CONTENT; THE ABILITY OF SELLERS TO SELL ITEMS; THE ABILITY OF BUYERS TO PAY FOR ITEMS; OR THAT A BUYER OR SELLER WILL ACTUALLY COMPLETE A TRANSACTION OR RETURN AN ITEM.
While using or accessing the Services you will not:
breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;
use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
fail to pay for items or services purchased by you, unless the seller has materially changed the item's description or scope of services after a formal agreement has been agreed upon;
fail to deliver items sold by you, unless the buyer fails to deliver the agreed upon purchase price (inclusive of Fair Xchange’s fees);
fail to perform the services of which you have contracted to perform, unless the buyer fails to deliver the agreed upon purchase price (inclusive of Fair Xchange’s fees);
distribute viruses or any other technologies that may harm Fair Xchange, or the interests or property of Fair Xchange users;
use any robot, spider, scraper or other automated means to access our Services for any purpose;
copy, modify, or distribute rights or content from our Services or Fair Xchange's copyrights and trademarks;copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, applications, or tools without the prior express written permission of Fair Xchange and the appropriate third party, as applicable;
commercialize any Fair Xchange application or any information or software associated with such application; or We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.
Without limiting other remedies, we may, limit, suspend, or terminate our services and user accounts, restrict or prohibit access to, and your activities on, our Services, and take technical and legal steps to keep you from using our Services if:
we reasonably believe that you are creating problems or possible legal liabilities;
we think that such restrictions will improve the security of the Fair Xchange community or reduce our or another Fair Xchange user's exposure to financial liabilities
we think that you are infringing the rights of third parties;
we think that you are acting inconsistently with the letter or spirit of this User Agreement or our policies;
When a buyer or seller issue arises we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement and to do the right thing for both buyers and sellers.
The transaction fees we charge for using our Services are listed on Fair Xchange site. We reserve the right to change our fees from time to time by posting the changes on the Fair Xchange site 14 days in advance, but with no advance notice required for temporary promotions. ALL FEES WILL BE AUTOMATICALLY DEDUCTED FROM THE PURCHASE PRICE OR CONTRACT PRICE.
When buying an item or service, you agree to the terms and conditions of the agreement between you and the Seller or in the case of an agreement for services, the terms between you and the vendor and that:
You enter into a legally binding contract to purchase an item when you commit to buy an item or purchase services.
We DO NOT transfer legal ownership of items from the seller to the buyer.
To contact you for reasons relating to your account or your use of our Services (such as resolve a dispute, or to otherwise enforce our User Agreement) or as authorized by applicable law;
To contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future. If you do not wish to receive such communications, you can opt-out in the communications preference section of the Fair Xchange site;
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.
YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THEY ARE BEING PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) are not liable, and you agree not to hold Fair Xchange responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
your use of or your inability to use our Services;
delays or disruptions in our Services;
viruses or other malicious software obtained by accessing, or linking to, our Services;
glitches, bugs, errors, or inaccuracies of any kind in our Services;
damage to your hardware device from the use of any Fair Xchange Service;
the content, actions, or inactions of third parties, including items sold and services transacted using our Services;
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the amount of our fees earned as a result of facilitating the transaction;Release.
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) 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. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.Indemnity.
You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach this Agreement, your improper use of Fair Xchange's Services or your breach of any law or the rights of a third party.
You and Fair Xchange agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the Fair Xchange User Agreement your use of or access to Fair Xchange's sites, services, applications, and tools, or any products or services sold or purchased through Fair Xchange's sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved. A. Applicable Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and Fair Xchange, except as otherwise stated in the User Agreement.B. Agreement to Arbitrate
You and Fair Xchange each agree that any and all disputes or claims that have arisen or may arise between you and Fair Xchange relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to Fair Xchange's Services, or any products or services sold, offered, or purchased through Fair Xchange's Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the User Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or User Agreement is void or voidable.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must send a copy of the completed form to us at the following address to initiate arbitration proceedings: Fair Xchange LLC, 11012 Ventura Blvd., Ste. 71, Studio City, CA 91604.
The arbitration shall be held in Los Angeles County or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Fair Xchange may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Fair Xchange subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or Fair Xchange, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Fair Xchange users, but is bound by rulings in prior arbitrations involving the same Fair Xchange user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Fair Xchange for all fees associated with the arbitration paid by Fair Xchange, which you otherwise would be obligated to pay under the AAA's rules.
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Fair Xchange must be resolved exclusively by a state or federal court located in Los Angeles County, California. You and Fair Xchange agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.
Fair Xchange Inc. is located at 11012 Ventura Blvd., Ste. 71, Studio City, CA 91604.
If any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.
Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Fair Xchange site.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The following Sections survive any termination of this User Agreement: Fees, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.