Terms & Conditions of Service

What follows are some ground rules all BARTER users must agree to (for information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy):

‍You are entering into these Terms of Service (the "Terms") with BARTER Digital ("BARTER," "we", "us" or "our").

‍Accepting the Terms of Service
‍These Terms are a legally binding contract between you and BARTER and apply to your use of all Services. By creating an account or by using our Services in any manner, you agree to these Terms and any other policies that we may publish from time to time, each is incorporated by reference, and each may be updated from time to time.
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‍IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.‍

‍Use on Behalf of Another. If you use our Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.‍

‍Accounts and Account Security
‍You may need to register for an account to access our Services. You must provide accurate account information and update your email address and physical address if it changes. You also must maintain the security of your account and notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claims in those usernames.You agree that your account is not transferable and that in the event of your death, incapacity, or unavailability, we may terminate any rights to your account or User Content (defined below).
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‍Additional Terms and Modifications
‍We may change or update these Terms from time to time. We will notify you of material changes. We reserve the right to determine the form and means of providing notification to you and you agree to receive legal notices electronically. Changes will be effective upon the posting of the changes unless otherwise specified. Your use of the Services following the changes constitutes your acceptance of the updated Terms. If you do not agree to the amended Terms, you must stop using our Services.

‍Services General
License to You. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services for your own personal use.
Inherent Risk. You assume certain risks in using a marketplace service such as BARTER. BARTER is not involved with, nor provides a warranty for, any transaction between users, nor has title to any Products. You as a user assume, agree, and understand you bear all of the risks in trading Products on the Services.
Off-Site Activity. If you choose to engage in off-site activities, BARTER makes no representations or warranties of any kind, express or implied, about the reliability, accuracy, suitability, safety, or authenticity of communications or transactions performed off-site or the individuals involved in such transactions. All off-site activity is strictly at your own risk. Moreover, transactions conducted outside of the Services are not eligible for any protection provided by BARTER. BARTER reserves the right to suspend or terminate your access to the Services for any reason in accordance with these Terms, including in the event of unsafe off-site activity, as determined solely by BARTER.

‍Product Listings
‍Users must publish pictures and information about the Product. You agree that: (a) you are solely responsible for the accuracy and content of any Product Listing, including its lawfulness; (b) you agree that you have all rights necessary to sell your Products; (c) you will not list or sell any counterfeit Products; (d) we cannot guarantee exact Product Listing durations; (e) we may modify Product Listings at our sole discretion; (f) we reserve the right to delete any Product Listings for any reason upon notice to you; and (g) a Product Listing is not guaranteed to appear or not appear in any particular search and browse results.

‍User Content
License to User Content. You grant BARTER a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your User Content and any name, username or likeness provided with your User Content in all media formats and channels without compensation to you and to perform automated scanning of the User Content to improve targeted searching and advertising. You understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
Right to Share Other's User Content. Occasionally, the Services will expressly allow you to “share,” your User Content and User Content of other users, for personal, non-commercial use, such as through your social network account, blog, or email. When User Content is authorized for sharing, we will clearly identify the User Content that you are authorized to share and the ways you may do so, usually by providing a "share" button. We may revoke this authorization at any time. Additionally, if you share User Content, you must be able to edit or delete it, and you must edit or delete it promptly upon our request.

‍Feedback
‍You understand that we may use everything you post, submit, or otherwise communicate to us about BARTER or our Services (collectively, "Feedback") for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You understand that BARTER may treat Feedback as non-confidential.

‍Trademarks
‍The BARTER name (in still and animated version), the BARTER "B", and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of BARTER and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
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‍Prohibited Conduct
Conduct Prohibitions. You will not (and will not permit any third party to) violate any applicable law, contract, intellectual property right or other third-party right or commit a tort. You will not (and will not permit any third party to):
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user's account without authorization from that user and BARTER;
- Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell or commercially use our Services, except as expressly permitted by us under these Terms;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly    permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our    Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect    or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of    our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures    employed to prevent or limit access to any part of our Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our    Services;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these    Terms.
User Content Prohibitions. You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You may not (and shall not permit any third party to) create, post, store or share any User Content that:
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of
   privacy or publicity rights, abusive, inflammatory or fraudulent;
- Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create    liability or violate any local, state, national or international law;
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- Impersonates, or misrepresents your affiliation with, any person or entity;
- Contains any unsolicited promotions, political campaigning, advertising or solicitations;
- Contains any private or personal information of a third party without such third party's consent;
- Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may    expose BARTER or others to any harm or liability of any type.
Enforcement. Enforcement of this Section is solely at BARTER’s discretion. In addition, this Section does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
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‍Third-Party Content
‍We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. BARTER does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
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‍Warranty; Disclaimers; Release
‍Our digital Product authentication process, where applicable, is independently conducted by the BARTER moderators. Brands identified on or through the Service: (a) are not involved in the authentication of the products being sold through the Services, and (b) do not assume responsibility for any products purchased from or through the Services. Brands sold on or through the Services are not partners or affiliates of BARTER in any manner. However, we fully cooperate with brands seeking to track down the source of counterfeit items, which may include, when required by court order or directive of law enforcement, revealing the contact information of consignors submitting counterfeit goods.
Release. To the fullest extent permitted by applicable law, you release BARTER from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

‍Termination
‍We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. If we discontinue providing all or portions of the Services, we will, where reasonably possible, give you advance notice and a chance to access and move your content and data. You also have the right to stop using our Services at any time and may cancel your account by sending a request through our contact form on our main webpage. We are not responsible for any loss or harm related to your inability to access or use our Services. On termination of these Terms, all related rights and obligations under these Terms immediately terminate, except that you will remain responsible for performing your obligations in connection with transactions entered into before termination (including payment for accepted offers on Products and shipment of Products to Buyers that have initiated funds transfers for them) and for any liabilities that accrued before or as a result of termination.
All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

‍Indemnification
‍Business User Indemnity. If you are entering into these Terms on behalf of an entity, to the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless BARTER and our officers, directors, agents, partners and employees (individually and collectively, the "BARTER Parties") from and against any third-party losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (e) sale of Products and the Products you sell; or (f) your conduct in connection with the Services.
Individual User Indemnity. If you are entering into these Terms as an individual (non-business) user, to the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the BARTER Parties from and against any Claims arising out of your violation, misappropriation, or infringement of any intellectual property or privacy rights of another.
Process. You agree to pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the BARTER Parties will have control of the defense or settlement, at BARTER’s sole option, of any Claims.
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‍Liability Limitation
‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BARTER AND THE BARTER PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF BARTER OR THE OTHER BARTER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF BARTER AND THE OTHER BARTER PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF (I) $0.00. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY THE SERVICES, OR FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT OF BARTER OR THE OTHER BARTER PARTIES. We do not however exclude or limit our liability to you to the extent it is unlawful to do so under the laws applicable to you. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest extent of applicable law.‍

‍Governing Law
‍The Terms are governed by the laws of the State of Colorado, without regard to its conflict of laws rules, and the laws of the U.S. of America. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Terms or the Services. For consumers based outside of the U.S. (including E.U. based consumers) whose mandatory consumer protection rules provide that the laws of the country of your residence apply, such other laws will apply.

‍Arbitration and Class Action Waiver
‍PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BARTER AND LIMITS THE WAY YOU CAN SEEK RELIEF FROM US, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH BELOW. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION PROVISION. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
No Representative Actions. YOU AND BARTER AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES IS PERSONAL TO YOU AND BARTER AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
YOU AND BARTER WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY OTHER DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, INCLUDING CLAIMS RELATED TO PRIVACY AND DATA SECURITY, (COLLECTIVELY, "DISPUTES") RESOLVED IN COURT. Instead, for any Dispute that you have against the Company you agree to first contact BARTER and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to BARTER by email through contact on our contact form on our webpage. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and BARTER cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Boulder, Colorado unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section, a "consumer" means a person using the Services for personal, family or household purposes. You and BARTER agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
Process and Remedy. You and BARTER agree that these Terms affect interstate commerce, and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
Costs of Arbitration. You and BARTER agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and BARTER will pay the remaining JAMS fees and costs. For any arbitration initiated by BARTER, BARTWE will pay all JAMS fees and costs. You and BARTER agree that the state or federal courts of the State of Colorado and the U.S. sitting in Boulder, Colorado have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Time Limit on Dispute Filing. ANY DISPUTE MUST BE FILED WITHIN ONE YEAR AFTER THE RELEVANT CLAIM AROSE; OTHERWISE, THE DISPUTE IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND BARTER WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY CONTACTING US THROUGH THE CONTACT FORM ON OUR WEBPAGE. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the above Section.
Severability of Arbitration Provisions. If any portion of this Section is found to be unenforceable or unlawful for any reason, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.
Modifications to Arbitration and Class Action Waiver. If we make any changes to this Section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against BARTER prior to the date the changes became effective. BARTER will notify you of substantive changes to Section at least thirty (30) days prior to the date the change will become effective. If you do not agree to the modified terms, you may send BARTER a written notification (including email) or cancel your account within those thirty (30) days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and BARTER in accordance with the provisions of this Section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your canceled account or create a new account, you agree to be bound by the current version of the Terms.

‍Copyright Complaint Policy (Copyright Infringement Policy)
‍In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of taking down Product Listings and User Content of users who infringe the intellectual property rights of others and of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. Please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to BARTER for certain costs and damages.

‍Transfer and Processing of Data
‍For us to provide our Services, you agree that we may process, transfer and store information about you in the U.S. and other countries, where you may not have the same rights and protections as you do under local law.

‍Miscellaneous
‍Severability. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Misc. The failure of BARTER to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
Apple Device and Application Terms. In the event you are accessing the Services via an application on a device provided by Apple, Inc. ("Apple") or an application obtained through the Apple App Store (in either case, an "Application"), the following shall apply: (a) you acknowledge that these Terms are between you and BARTER only, and not with Apple, and that Apple is not responsible for the Application or its content; (b) you will only use the Application in connection with an Apple device that you own or control; (c) you acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (d) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; (e) upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; and (f) you agree that Apple and Apple's subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these terms, Apple will have the right to enforce these Terms against you as the third party beneficiary hereof.

‍California Provisions
‍Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.Effective Date of Terms of Service: January 10, 2023