Last Updated: April 1, 2023
1. Overview and Acceptance of Use
Welcome to Producers SwapMeet! Producers SwapMeet Polartec, LLC (“Producers SwapMeet”) is a curated wholesale online marketplace connecting creative brands with retailers, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Terms of Service (“Terms”), the terms “Producers SwapMeet”, “our”, “us”, and/or “we” refer to Producers SwapMeet Polartec, LLC, commercial register number 82541086, located at Wilhelmina van Pruisenweg 35, 2595AN ‘s-Gravenhage. The terms “you” and/or “your” refer to any visitor of the Site and/or the Application and any user of the Services, including any Member (as defined below). These Terms govern your access to and use of the Services and Collective Content (defined below), and constitute a binding legal agreement between you and Producers SwapMeet.
Please read these Terms, our Privacy Policy, the Retailer Terms of Service, and Brand Terms of Service, all of which are incorporated herein by reference and govern your access to and use of the Services. The Services are offered and available solely to users who are 18 or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Producers SwapMeet and meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that party to these Terms and, in such event, “you” and “your” will refer and apply to that party.
YOU ACKNOWLEDGE AND AGREE THAT BY CONFIRMING THE TERMS OF SERVICE WHEN REGISTERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.
2. Modification
We reserve the right, at our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material we provide thereon. We also reserve the right to modify these Terms from time to time upon reasonable prior written notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor changes to our Services. If we modify these Terms we will provide you with reasonable prior written notice and post the modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
3. Key Definitions
“Collective Content” means, collectively, Producers SwapMeet Content and Member Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Producers SwapMeet Content” means Content that Producers SwapMeet makes available through the Services including any Content licensed from a third party, but excluding Member Content.
“Member” means a business that completes Producers SwapMeet’s account registration process, as described under the “Account Registration” section below.
“Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to Producers SwapMeet to be made available through the Services.
4. Account Registration
To access certain features of the Services and to post any Member Content thereon, you must register to create an account (“Account”) and become a Member. Producers SwapMeet offers two types of Accounts. The first is a “Retailer Account” for buyers who purchase goods through the Services for the purpose of resale (“Retailers”). The second is a “Brand Account” for sellers who offer to sell and/or sell their goods to Retailers through the Services (“Brand”). Each type of Account gives access to different aspects of the Services.
You may register directly via the Site or Application. During the registration process, you will be required to provide certain information (depending on the type of Account), and you will establish a username and a password. You agree that all information you provide to register for an Account (and/or for any subsequent activity or interaction with Producers SwapMeet and the Services), including through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with our Privacy Policy.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
5. Account Levels
Brand Account. To sell goods through the Services as a Brand, you must submit an application to, and be approved by, Producers SwapMeet. The application process and Brand Account are both free. The application seeks basic information about you, your company and your products. If approved as a Brand, you will be required to submit additional information, including about your business, where you wish funds from sales of your products to be deposited and applicable tax and related documentation. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Brand is subject to the Brand Terms of Service referenced above.
Retailer Account. To purchase goods through the Services as a Retailer, you need to establish a Retailer Account, which is free. When you sign up as a Retailer, you will be required to submit customary information such as your first and last name, store type (e.g., online, brick & mortar), email address and other information about your business. Before you make your first purchase as a Retailer, you may be required to provide additional information such as payment method information, VAT, GST or other tax identification number and related documentation and any other information as may be required by Producers SwapMeet or any payment processor. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Retailer is subject to the Retailer Terms of Service referenced above. You acknowledge and agree that by submitting your application to become a Retailer, you authorize Producers SwapMeet and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, for the purpose of Producers SwapMeet evaluating your eligibility for trade credit from Brands selling to you. You further understand that credit inquiries may impact your credit score.
By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay the Brand(s) for the goods purchased from them and any applicable taxes and other fees that may accrue, and authorize a payment processor appointed by the Brands to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We, and the Brand, have the right to refuse any order.
6. Ownership
The Services and Collective Content are each protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, excluding your specific Member Content, including all associated intellectual property rights, are the exclusive property of Producers SwapMeet, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. Additionally Producers SwapMeet is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Services, including the Producers SwapMeet name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without Producers SwapMeet’s prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
7. License Granted by Producers SwapMeet
License Grant. Subject to the terms and conditions of these Terms, Producers SwapMeet grants you: (a) a non-transferable, non- exclusive, royalty-free, revocable, limited license, with no right to sublicense, to use and access the Services, and to view any Collective Content to which you are permitted access solely for the purposes set forth in these Terms; and (b) a limited non-exclusive, revocable, non-transferable license to download and install a copy of the Application on your device solely in connection with your use of the Services.
Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services or Collective Content; (b) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post or transmit any of the material or content on our Services; and (c) you shall not interfere with or circumvent any feature of the Services, including any security or access control mechanism, in whole or in part, except as permitted in these Terms. Except as expressly granted in these Terms, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Producers SwapMeet, its licensors or others. If you violate the rights of Producers SwapMeet, its licensors or others, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
8. License Granted by Member
In order to get the most out of the Services, Members can provide or otherwise make Member Content available to us for use in connection with the Services. For these purposes, you hereby grant to Producers SwapMeet a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform (through any means necessary) such Member Content on, through or by means of the Services and/or any of Producers SwapMeet’s advertising, marketing, publicity or other initiatives or events. Producers SwapMeet does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content.
You acknowledge and agree that you are solely responsible for any and all Member Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such Member Content or you have all rights, licenses, consents and releases necessary to grant to Producers SwapMeet the rights in such Member Content as contemplated under these Terms; and (b) neither the Member Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the Member Content or Producers SwapMeet’s use of the Member Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libellous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Member Content you make and its accuracy. Producers SwapMeet takes no responsibility and assumes no liability for any Member Content posted by you or any third party, and you agree to indemnify Producers SwapMeet per the terms of the Indemnification section herein.
9. Content from Social Media and Networking Sites
As a Brand, you may link your social media accounts to your Brand store (collectively, “Feedback”). You represent that you are entitled to grant Producers SwapMeet access to, or otherwise make available, your Social Media Accounts and the content therein for the purposes described herein, without breach by you of any of the terms and conditions that govern your use of the applicable Social Media Account, and without obligating Producers SwapMeet to pay any fees or making Producers SwapMeet subject to any usage limitations imposed by such social media service providers. Depending on the Social Media Accounts you choose and subject to the privacy settings that you have set in such Social Media Accounts, personally identifiable information that you post to your Social Media Accounts will be available on and through your Brand Account on the Services.
Please note that if a Social Media Account or associated service becomes unavailable for any reason, then the Social Media Account Content that was available from such Social Media Account will no longer be available on and through the Services. You have the ability to unlink your Brand Account and your Social Media Accounts, at any time, by contacting Producers SwapMeet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL MEDIA SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL MEDIA ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL MEDIA SERVICE PROVIDERS. Producers SwapMeet makes no effort to review any Social Media Account Content for any purpose, including for accuracy, legality or non-infringement and Producers SwapMeet is not responsible for any Social Media Account Content. Producers SwapMeet may, however, at any time and without prior notice, screen, remove, disable or block any Social Media Account Content that in Producers SwapMeet’s sole judgment violates these Terms or is otherwise objectionable.
10. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
11. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by other users, Members, bloggers and third party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other Content, other than the Content provided by Producers SwapMeet, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Producers SwapMeet. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Links to Third Party Websites
The Services may contain links to third-party websites or resources. You acknowledge and agree that Producers SwapMeet is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Producers SwapMeet of such websites or resources or the Content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Also, Apple Inc.(“Apple”) and Google, Inc. will be a third party beneficiary to these Terms if you access the Services using applications developed for Apple iOS or Android, respectively. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these applications or devices is subject to terms set forth in their respective terms of service and privacy policies. We also currently use the services of Plaid Technologies, Inc. (“Plaid”), and by using our Services, you agree to be bound by Plaid’s privacy policy. You acknowledge and agree that the information you provide for processing by Plaid will be treated in accordance with Plaid’s Privacy Policy. You are hereby put on notice of, and agree to, such Privacy Policy. You expressly grant Plaid the right, power and authority to (acting on behalf of you) access and transmit the End User Data as reasonably necessary for Plaid to provide the Service to you (for purposes of this sentence only, capitalized terms have the meaning given them in Plaid’s Terms of Use).
13. Notice Regarding Apple
This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Producers SwapMeet only, not with Apple, and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection, privacy, or similar legislation. Apple is not responsible for the investigation, defence, settlement and discharge of any third party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms.
14. Prohibited Uses
You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, Producers SwapMeet’s name, any Producers SwapMeet trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Producers SwapMeet’s express written consent or as enabled by features made available by Producers SwapMeet (e.g., widgets) (you may link to Producers SwapMeet’s homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);
Access, tamper with or use non-public areas of the Site or Application, Producers SwapMeet’s computer systems or the technical delivery systems of Producers SwapMeet’s providers;
Attempt to probe, scan, or test the vulnerability of any Producers SwapMeet system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Producers SwapMeet or any of Producers SwapMeet’s providers or any other third party (including another user) to protect the Services or Collective Content;
Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Producers SwapMeet or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;
Use any meta tags or other hidden text or metadata utilizing a Producers SwapMeet trademark, logo URL or product name without Producers SwapMeet’s express written consent;
Use the Services or Collective Content in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Collective Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Site, Services or Application without their express permission and in a manner that does not violate Producers SwapMeet’s Privacy Policy;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other third party to do any of the foregoing.
Producers SwapMeet will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Producers SwapMeet may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Producers SwapMeet has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Producers SwapMeet reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that Producers SwapMeet, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. Producers SwapMeet reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Producers SwapMeet suspects illegal activity may be taking place.
15. Procedure for Claiming Intellectual Property Infringement
Producers SwapMeet respects intellectual property laws and expects its users to do the same. It is Producers SwapMeet’s policy to terminate, in appropriate circumstances, Members or other account holders who infringe or are believed to be infringing the intellectual property rights of others. Click here for Producers SwapMeet’s Copyright & IP Policy.
16. Information We Collect About You
All information we collect about you when you apply for an account or use or visit the Services is subject to our Privacy Policy. By using the Services, you consent to the terms and conditions of the Privacy Policy and all actions taken by us in accordance with it.
17. Termination and Account Cancellation
If you breach any of these Terms, Producers SwapMeet will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. Producers SwapMeet reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event Producers SwapMeet terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by contacting us through our contact form.
18. Disclaimers
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Producers SwapMeet EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Producers SwapMeet MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. Producers SwapMeet MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Producers SwapMeet OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT Producers SwapMeet DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES Producers SwapMeet MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. Producers SwapMeet MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
19. Indemnity
You agree to defend, indemnify, and hold Producers SwapMeet, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your Member Content.
20. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER Producers SwapMeet NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Producers SwapMeet HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Producers SwapMeet’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED 100 EURO. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Producers SwapMeet AND YOU.
21. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods, private international laws (e.g. conflict of laws principles) and consumer protection e-commerce regulations, where relevant, are expressly excluded. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the competent court of Amsterdam, the Netherlands and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
22. Export Control
You hereby understand and warrant that the Application and any technical data may be subject to the United States (U.S.), European Union (EU) and/or other national export control laws and regulations. If you (re-)export, transfer or import, directly or indirectly, the Application and any technical data, you are responsible for compliance with all applicable export control laws and regulations, including the International Traffic in Arms Regulations (“ITAR”) and Export Administration Regulation (“EAR”), and EU and EU Member State’s export controls laws and regulations, and for obtaining required export authorizations, where applicable.
You may not, in violation of applicable laws and regulations, (re-)sell, supply, (re-)export, transfer, divert, distribute, disclose, or authorize the exchange, of the Application and any technical data (a) into a country subject to United Nations or EU trade and financial sanctions and embargoes or (b) to anyone on sanctioned parties lists, including those of the U.S. Treasury Department’s List of Specially Designated Nationals, the U.S. Commerce Department’s Table of Denial Orders, the Entity List of proliferation concern, the U.S. State Department’s Debarred Parties List, or the EU and EU Member States national sanctioned parties list(s). By using such Application and any technical data, you represent and warrant that you are not located in, or a national or resident of any such country under sub (a), or are included on any such sanctioned parties lists or are under the ownership or control of any such sanctioned party under sub (b).
23. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Producers SwapMeet’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Producers SwapMeet may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
24. Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by Producers SwapMeet via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
25. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Producers SwapMeet and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Producers SwapMeet and you regarding the Services and Collective Content.
26. Severability
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid or unenforceable provision.
27. Miscellaneous
The failure by Producers SwapMeet to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Producers SwapMeet. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.
28. Contact Us
If you have any questions or complaints about these Terms or the Services, please contact Producers SwapMeet at:
Producers SwapMeet Polartec, LLC 300 Brickstone Sq., Andover, MA 01810
