EXCHANGO TERMS OF USE AGREEMENT

Last Revised: August 18, 2010

Welcome to Exchango!

Exchango provides a variety of services to facilitate the exchange of free goods and services. This Agreement sets forth the terms and conditions that apply to your access and use of this Internet website, as owned and operated by Exchango, LLC ("Exchango"), a California limited liability company.

ACCEPTANCE OF TERMS OF USE

By accessing or using Exchango, including its related sites, tools, and services (referred to collectively as the "Website"), you agree to be bound by the terms and conditions of this Agreement, as they may be amended from time to time (see "Modifications" below), and you understand and agree that Exchango will consider your access or use of the Website as acceptance of this Agreement.

You may only use the Website if you first agree to be bound by this Agreement. If you do not accept this Agreement, you must discontinue all use of the Website immediately and prevent future use. Should you object to any term or condition of this Agreement, or any subsequent modification thereto, or become dissatisfied with the Website in any way, your only remedy is to discontinue all use of the Website.

ELIGIBILITY

The Website is not intended for children under 13 years of age. You must be at least 18 years of age or older, or must be at least 13 years of age and have your parent or legal guardian's permission and consent to use the Website under their supervision. If you are not eligible to use the Website, please discontinue access and use immediately. By using the Website, you are representing that you are of proper age with proper permission to use the Website.

PRIVACY POLICY

Exchango respects your privacy. For information about our data protection policies, please read our Privacy Policy, which is hereby incorporated into this Agreement by reference. This policy explains how we treat your personal information and protect your privacy.

Acceptance of this Agreement implies acknowledgement and agreement to the Privacy Policy. The Privacy Policy may be amended from time to time at our discretion in the future. Changes will be effective upon posting.

CONTENT

You agree that all information or data of any kind, including but not limited to text, images, video, sounds, files, or other materials ("Content"), posted on, transmitted through, linked to, or otherwise made available on the Website, are the sole responsibility of the person providing the Content, the person whose IP address such Content originated, and/or the person whose user account such Content originated.

Exchango does not control, is not responsible, and will not be liable in any way, for any Content made available on the Website, for any loss or damages of any kind incurred in relation to any Content, or for any error or omission of any Content. You acknowledge that Exchango does not pre-screen or approve Content and you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Exchango does not provide nor endorse the Content made available on the Website.

Exchango has the right, but no obligation, in its sole discretion, to refuse, move, delete, or block access to any Content you provide at any time and for any reason, with or without notice.

USER CONTENT LICENSE

By posting Content or otherwise making Content available on the Website, you warrant and represent that you own the rights to the Content or are otherwise authorized to post or make available the Content. You grant us a worldwide, perpetual, royalty-free, irrevocable, non-exclusive license and right to exercise any and all copyright, trademark, publicity, and database rights you have in the Content you post or otherwise make available on the Website, including but not limited to all rights necessary to use, display, transmit, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and create compilations and derivative works, in whole or in part. Such license and rights granted apply with respect to any form, media, or technology now known or hereafter devised.

EXCHANGE TRANSACTION

Golden Rule

All items posted on the Website must be free, legal, and appropriate for all ages.

Items Posted

You must have sole ownership and the unrestricted right to transfer ownership of the item(s) you post. By posting an item on the Website to share by pickup, you agree to deliver physical possession of the item to the recipient at the pickup location. By posting an item on the Website to share by shipping, you agree to ship the item when requested by the recipient by using the Website shipping process.

Items Exchanged

All items must be offered free of charge (pro gratis). By using the Website, you agree to voluntarily exchange personal property or services without any cost or payment of any type from the recipient.

Prohibited Items

We reserve the right, but have no obligation, to prevent or remedy the exchange of any prohibited items, including but not limited to the removal of the posting, termination of the user accounts, and blocking of the user IP addresses in connection with such posting.

You agree NOT to post, exchange, give away, or ship any item:

Without sole ownership and unrestricted right to transfer ownership of the item
Violates the law of any applicable international, national, state, county, or municipal entity
Infringes any copyright, trademark, trade secret, patent, or other intellectual property or proprietary rights
Pornographic, sexually explicit, obscene, or offensive in nature
Harasses, threatens, or is hateful toward an individual or group on the basis of race, national origin, ethnicity, alienage, gender, illegitimacy, sexual orientation, age, or disability

Method of Exchange

When posting an item on the Website, the user has the option to choose the method to exchange the item with other users in the community. "Pickup only" requires the recipient to travel to the location of owner's choosing where the item may be exchanged. "Ship only" requires the recipient to pay the shipping and transaction costs and the owner must mail the item to the recipient's address. "Pickup or Ship" allows the recipient to choose the means of the exchange, either pickup or ship, and the owner agrees to follow the recipient's request.

Pickup
Owner of the item may choose the location of the pickup, either the owner's own address or a neutral location on public property. Both the owner and recipient agree that they understand the risks of meeting a stranger to complete the exchange and should take the appropriate precautions.
Ship
Owner must be prepared to ship the item at the time of posting the item. Recipient may request the item to be shipped at anytime. Owner must ship within 72 hours of the request. Owner must use the postage label provided by the Website. Owner must provide the packaging to ship the item. USPS Priority Flat Rate Boxes are required and are available free of charge from any United States Post Office branch or ordered online in advance.
USPS Priority Flat Rate Shipping Only
At this time, we only offer shipping USPS Priority Flat Rate, therefore only items that fit into one of the select flat rate box sizes may be shipped.
Shipping and Transaction Costs
Recipient is responsible for the cost of shipping plus a transaction fee. Recipient pays through the payment options on the Website and we provide the postage label to the owner for shipping. Recipient should never pay monies to the owner. All transactions must go through the Website.

Transfer of Ownership

Ownership is transferred at the time of delivery (for pickup items) or shipment (for shipped items) of the items exchanged through the Website. You agree to transfer all ownership rights you had in the item to the recipient and waive all subsequent claims thereto.

No Warranties

All items exchanged through the Website are provided by users on an "as is" basis. Please communicate with the owner of the item to assure your expectations. We do not warrant any user's representations of the items posted nor the quality or condition of the items received.

No Return Policy

All exchanges and transactions are final. If you are unsatisfied with the item being picked up, you may choose not to accept the item. If you are unsatisfied with the item shipped, you have already accepted the item and no refunds are provided for shipping costs. Once the exchange is complete, ownership has transferred to the recipient, and there are absolutely no returns to the prior owner. If you are unsatisfied with the item you received, we suggest you relist the item on the Website, with an accurate description, to give the item to someone that could use it.

PROHIBITED USES

We impose certain restrictions on your permissible use of the Website. We reserve the right, but have no obligation, to prevent or remedy prohibited uses and improper conduct on the Website, including but not limited to the sanctioning of any and all conduct deemed improper, in our discretion, termination of user accounts, and blocking of the user IP addresses in connection with such conduct.

You agree NOT use the Website to:

Post prohibited items
Post any commercial Content without prior written consent
Post irrelevant Content
Post the same or similar Content excessively
Post incorrectly categorized Content
Post Content designed to or does interfere or interrupt the Website or its availability
Post Content that is false, misleading, deceptive, fraudulent, manipulative, or material misstatements or omissions of fact
Post Content that impersonates or otherwise misrepresents your association with any person or entity
Post Content that constitutes spam or other indiscriminate unsolicited bulk messages
Contact any user who has requested not to be contacted
Contact any user for any unsolicited commercial purpose
Collect or harvest any data, regardless of content, about users
Breach or attempt to breach any security or authentication features of the Website, its host, network, or user accounts in connection thereof
Engage in any activity that disrupts, reduces the quality of, interferes with the performance of, or impairs the functionality of, the Website

Any violation of the prohibited uses that also violates the law of any international, national, state, county, or municipal law may subject you to civil and/or criminal liability.

FLAGGING

Flags are provided as a form of community moderation to keep posts relevant, appropriate, and in accordance with this Agreement. User may flag posts they believe violates this Agreement by clicking on the appropriate flag located in the upper right corner of each posting. Posts receiving sufficient number of flags for any one type of flag are subject to automatic removal.

Types of flags are as follows:

Inappropriate - item does not follow the golden rule (free, legal, and appropriate for all ages) or otherwise violates the Terms of Use
Spam or Overpost - item is commercial in nature or posted more than once or in too many categories
Miscategorized - item posted should be in another category

THIRD PARTY DEALINGS

The Website may contain or make available Content that may link or provide you with access to third party content which is completely independent of Exchango, such as websites, databases, applications, products or services. Exchango has no control over, makes no guarantees about, and assumes no liability or responsibility for, any third party content. Your interactions with third parties found on or through the Website are solely between you and such third parties. 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 Exchango shall not be responsible or liable in any way for any loss or damage of any kind incurred in connection with third party content or dealings.

COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS

When accessing or using the Website, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Website is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide, transmit, post, link to, or otherwise make available, or that is provided, transmitted, posted, linked to, or otherwise made available by your user account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

Exchango has in place procedures, in accordance with the Digital Millennium Copyright Act (DCMA), regarding allegations of copyright infringement occurring on the Website. We have adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of Exchango 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, knowledge, or a good faith belief that your work has been used in any way that constitutes copyright infringement or a violation of your intellectual property rights, and would like the infringing use removed, please notify Exchango's Agent at the following address:

legal@exchango.com
(or)
Attn: Copyright Agent
Exchango, LLC
2724 Abbot Kinney Blvd. #308
Venice, CA 90291
USA

To be effective, you must provide Exchango's Agent with the following Notice:

Identification of the copyrighted work claimed to have been infringed upon;
A description of where the material you claim is infringing is located on the Website with reasonably sufficient detail;
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;
A statement declaring, under the penalty of perjury, that the information in the Notice is accurate, and that you are the owner of a copyright interest that is allegedly infringed or that you are authorized to act on behalf of the owner with such interest;
Your address, telephone number, and email address at which you may be contacted;
Your physical or electronic signature.

ALLEGED VIOLATIONS & TERMINATION OF SERVICE

Exchango reserves the right to terminate your use of the Website. To ensure that we provide a high quality experience for you and other users of the Website, you agree that Exchango or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Website. We will not disclose the existence or occurrence of such an investigation, unless required by law. Exchango, in its sole discretion, has the right, but no obligation, to terminate or deactivate your account, block your email or IP address, or otherwise terminate your access to the Website, and/or remove all your Content on the Website, immediately, without notice, and without liability to you, if we believe that you have violated any of the Terms of Use, furnished us with false or misleading information, or interfered with use of the Website by others.

DISCLAIMER OF WARRANTIES

EXCHANGO HEREBY DISCLAIMS ALL WARRANTIES. EXCHANGO IS MAKING THE WEBSITE AVAILABLE "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE WEBSITE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCHANGO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. EXCHANGO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, THAT THE WEBSITE BE SECURE, RELIABLE, TIMELY, UNINTERRUPTED, ACCURATE, ERROR-FREE, VIRUS-FREE, OR OTHERWISE MEET YOUR REQUIREMENTS. EXCHANGO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO GOODS OR SERVICES MADE AVAILABLE, RECEIVED THOUGH, OR ADVERTISED ON THE WEBSITE, OR ACCESSED BY LINKS ON THE WEBSITE. YOU AGREE THAT ACCESSING, OPENING, DOWNLOADING, OR OTHERWISE RECEIVING CONTENT ON THE WEBSITE IS ENTIRELY AT YOUR OWN RISK.

LIMITED LIABILITY

EXCHANGO EXPRESSLY LIMITS ITS LIABILITY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXCHANGO BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER TANGIBLE OR INTANGIBLE LOSS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES AND EVEN IF EXCHANGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OR MISUSE OF THE WEBSITE, (II) YOUR INABILITY TO ACCESS OR USE THE WEBSITE, (III) INCURRED BY INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE, (IV) INCURRED BY OTHER GOODS OR SERVICES MADE AVAILABLE, RECEIVED THROUGH, OR ADVERTISED ON THE WEBSITE, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY KIND TO YOUR DATA OR CONTENT ON THE WEBSITE, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, OR (VII) ANY OTHER MATTER RELATING TO THE WEBSITE PROVIDED TO YOU BY EXCHANGO. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

INDEMNITY

You agree to indemnify, defend, and hold harmless Exchango, its officers, directors, employees, agents, affiliates, subsidiaries, joint ventures, successors, assigns, service providers, suppliers, consultants, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and court costs) arising from your access to or use of the Website, your violation of this Agreement, your breach of any of the representations and warranties herein, your Content submitted, posted, linked to, or made available on the Website, or your violation of any right(s) of any person or entity. Exchango will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

RELEASE

If you have a dispute with one or more Users on the Website, you release Exchango, its officers, directors, employees, agents, affiliates, subsidiaries, joint ventures, successors, assigns, service providers, suppliers, consultants, and representatives 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.

GOVERNING LAW

This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the personal and exclusive jurisdiction of the state or federal courts in Los Angeles, California, USA, in all disputes arising out of or related to the use of the Website.

ARBITRATION

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of California (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration or otherwise.

ENTIRE AGREEMENT

This Agreement constitute the entire agreement between you and Exchango. This agreement governs your use of the Website, and supersedes any prior agreements between you and Exchango.

SEVERABILITY

If a court of competent jurisdiction determines that any term or condition of this Agreement is illegal, invalid, or unenforceable under state or other applicable law, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement. The remaining provisions shall continue in full force, without being impaired or invalidated in any way.

WAIVER

A waiver of any breach of any provision of this Agreement shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.

MODIFICATIONS

Exchango reserves the right, in its sole discretion and without prior notice, (a) to revise this Agreement; (b) to modify the Website; and (c) to discontinue the Website, at any time. Such modifications shall become effective immediately upon posting thereof. You must review this Agreement and other online policies periodically to be aware of any modifications. You agree that, by continuing to use or access the Website, you shall abide by the current effective Terms of Use, including any modifications as of the revised date.

COPYRIGHT NOTICE

ACKNOWLEDGEMENT

BY ACCESSING OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

LEGAL ISSUES

If you have any additional questions or concerns about these Terms of Use, please feel free to contact: legal@exchango.com