Updated: January 3, 2013

These Terms of Service ("Terms") govern your access to and use of the website www.hipswapwatches.com (the "Site") and all the web services and mobile applications (together, the "Service") offered by HipSwap, Inc. ("HipSwap" "we" "our" or "us"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms.

Account

You may be required to create an account in order to use or access the Service, and you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a profile name, email address and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, profile name, or password of someone else at any time. You agree to notify HipSwap Watches immediately on any unauthorized use of your account, profile name, or password. HipSwap Watches shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by HipSwap Watches, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account or password.

User Responsibilities

Neutral Venue: HipSwap Watches is a venue through which users conduct in-person transactions. HipSwap Watches is not directly involved in the transactions between buyers and sellers, affiliate markets and people who sell items, or with respect to items that are given away through the Service. As a result, HipSwap Watches has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. HipSwap Watches does not pre-screen users or affiliate market products or the content or information provided by users. HipSwap Watches cannot ensure that a buyer or seller will actually complete a transaction. You agree that HipSwap Watches is a neutral venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on HipSwap Watches.

Identity Verification: We do not confirm any user's purported identity. You are responsible for determining the identity and suitability of affiliate markets or others who you may contact by means of this Service. While we include a rating system in the application and service, we do not investigate any user's or affiliate market’s reputation, conduct, morality, criminal background, or verify the information that any user submits to the Service. We encourage you to communicate directly through the tools available on the Service and to review profile pages, public comment streams on individually posted items, and color coded and numbered user ratings on other users profile screens.

Interactions with Other Users: You are solely responsible for your interactions with other users and affiliate markets of the Service. We will not be responsible for any damage or harm resulting from your interactions with other users or affiliate markets. We reserve the right, but have no obligation, to monitor interactions between you and other affiliate markets and users of the Service and to take any other action in good faith to restrict access to or the availability of any material that we or another user of the Service may consider obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable.

User Conduct

In your use of the Service, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:

• Use the Service to violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• Use the Service to infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights, including but not limited to subleasing an accommodation without the rights to do so;
• Interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• Use the Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
• Use the Service in connection with the distribution of unsolicited commercial email ("spam");
• Use the Service to "stalk" or harass any other user of the Service;
• Use the Service to collect personal data about other users for commercial or unlawful purposes;
• Use the Service to impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• Use automated scripts to collect information or otherwise interact with the Service;
• Use the Service to advocate, encourage, or assist any third party in doing any of the foregoing.

The foregoing is merely a list of examples of prohibited conduct. HipSwap Watches reserves the right to cancel a user account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.

User Content

License Grant: HipSwap Watches does not claim ownership rights in your Content or the content of the affiliate market. By submitting any content (including without limitation, any photograph, video, words, pictures, or symbols) to the Service, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, have distributed and promote such content in any form, in all media now known or hereinafter created and for any purpose. You represent and warrant that you have sufficient rights to grant us this license.

Content Restrictions: You are solely responsible for any content that you submit, post or transmit via the Service. You may not post or submit any content that:

• infringes the copyright, trademark, or other intellectual property rights of any person;
• is defamatory;
• contains nudity or sexually explicit content, or is otherwise obscene;
• may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise;
• depicts individuals under 18 years of age;
• depicts or advocates the use of illicit drugs;
• makes use of offensive language or images; or
• characterizes violence as acceptable, glamorous or desirable.
• relates to the sale of cats, dogs, or any other kind of live animal.

No Obligation to Post Content: We have no obligation to post any content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove or delete any content that you post or submit.

Third Party Content, Sites, and Services

The Service may contain features and functionalities that may link you or provide you with access to third party content that is completely independent of HipSwap Watches, including web sites, affiliate markets, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that HipSwap Watches shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this Service, or between users and any third party, you understand and agree that HipSwap Watches is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release HipSwap Watches, its directors, officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Proprietary Rights

All right, title, and interest in and to the Services (excluding your Content) are and will remain the exclusive property of HipSwap Watches and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the HipSwap Watches name or any of the HipSwap Watches trademarks, logos, domain names, and other distinctive brand features. You may use the HipSwap Watches name or any of the HipSwap Watches trademarks, logos, domain names, or other distinctive brand features only in the event HipSwap Watches grants you the right to do so in a separate written agreement. Any feedback, comments, or suggestions you may provide regarding HipSwap Watches, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Use of Software/App: HipSwap Watches makes certain software available to you from the Site or from third party sites, including without limitation our iPhone and/or Android app (the "Software"). If you download our Software, it is deemed to be licensed to you by HipSwap Watches, for your personal use only. We do not transfer either the title or the intellectual property rights to the Software, and we retain full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.

Copyright Infringement: HipSwap Watches has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. We have adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of HipSwap Watches or of a third party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want HipSwap Watches to delete, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counterfeit Items: We do not allow replicas, counterfeit items, or unauthorized copies to be listed on HipSwap Watches. Unauthorized copies may include things that are bootlegged, illegally duplicated, or pirated. If your listing violates this policy, it may be removed, and you may be subject to a range of other actions, including limits of your buying and selling privileges and suspension of your account. Please report listings that you believe offer counterfeit items or replicas.

Privacy

HipSwap Watches values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by HipSwap Watches.

Termination

You agree that HipSwap Watches, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if HipSwap Watches believes that you have acted inconsistently with the letter or spirit of these Terms. Further, you agree that HipSwap Watches shall not be liable to you or any third-party for any termination of your access to the Service. The sections entitled Disclaimer of Warranties, Limitation of Liability and Indemnity shall survive termination of your use of the Service.

Disclaimer of Warranties

YOU AGREE THAT USE OF THE SERVICE AND SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, HipSwap Watches DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE OR SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY LAW, HipSwap Watches DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, HipSwap Watches DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE OR SOFTWARE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL HipSwap Watches BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF HipSwap Watches HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE OR SOFTWARE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE OR SOFTWARE, FROM INABILITY TO USE THE SERVICE OR SOFTWARE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE OR SOFTWARE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR ANY LINKS ON THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR ANY LINKS ON THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. In such jurisdictions, some of the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold HipSwap Watches, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of these Terms, your breach of any of the representations and warranties herein, or your violation of any rights of a third party.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Los Angeles County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

These Terms and our Privacy Policy are the entire and exclusive agreement between HipSwap Watches and you regarding the Service, and these Terms and our Privacy Policy supersede and replace any prior agreements between HipSwap Watches and you regarding the Service.

The failure of HipSwap Watches to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

We may revise these Terms from time to time. The most current version will always be on this page (or such other page as the Service may indicate). By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms.

The Service is operated and provided by HipSwap, Inc.

If you have any questions about these Terms, please contact us at feedback@hipswap.com.