Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the SupplySwap website, web application, mobile applications, and related services (collectively, the "Platform" or "Service"), provided by SupplySwap ("SupplySwap," "we," "us," or "our").

By accessing or using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you may not use the Platform.

1. Eligibility and accounts

You may use the Platform only if you have the legal capacity to form a binding contract under applicable law and, where applicable, you are authorized to act on behalf of the business or organization you represent.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us promptly at support@supplyswap.app if you become aware of any unauthorized use of your account or other security incident.

2. Use of the Platform

You agree to use the Platform only for lawful purposes and in accordance with these Terms and all applicable laws and regulations. You are responsible for all content and actions that you take on or through the Platform.

You agree not to:

• Use the Platform in any way that violates applicable law or the rights of any third party.
• Upload, post, or transmit any content that is unlawful, harmful, misleading, fraudulent, defamatory, obscene, or otherwise objectionable.
• Interfere with or disrupt the operation of the Platform or any systems or networks connected to the Platform.
• Attempt to gain unauthorized access to any accounts, systems, or data related to the Platform.
• Use automated tools (such as bots, scrapers, or crawlers) to access the Platform, except as permitted by a written agreement or our robots.txt.

3. Listings, swaps, and transactions

SupplySwap provides tools for businesses to list surplus inventory, discover potential partners, and communicate regarding potential swaps, sales, or other transactions. Unless expressly stated otherwise in a separate written agreement, SupplySwap is not a party to any contract between users and does not guarantee the performance, quality, or legality of any goods, services, or arrangements made through the Platform.

You are solely responsible for evaluating potential partners, negotiating terms, and completing any transactions. You acknowledge that any agreement you enter into with another user is between you and that user, and not with SupplySwap.

4. User content

The Platform may allow you and other users to submit, upload, post, or share content, including listings, descriptions, photos, messages, and feedback ("User Content"). You retain ownership of your User Content, but by providing User Content on or through the Platform, you grant SupplySwap a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, display, and use such User Content as necessary to operate, improve, and provide the Platform and our services.

You are responsible for ensuring that your User Content does not infringe the rights of any third party and complies with applicable laws and our policies. We reserve the right (but are not obligated) to remove or disable access to any User Content we believe violates these Terms or applicable law.

5. Fees and payments

Certain features or services on the Platform may be subject to fees, subscriptions, or other charges. If you choose to access paid features, you agree to pay all applicable fees in accordance with the pricing, billing, and payment terms made available to you at the time of purchase or enrollment.

Unless otherwise stated, all fees are non-refundable, except where required by law or expressly provided in a separate written agreement. You are responsible for any taxes, duties, or other governmental charges associated with your use of the paid features.

6. Intellectual property

SupplySwap and its licensors own all rights, title, and interest in and to the Platform, including all associated content, software, trademarks, logos, and other intellectual property rights, subject to the rights of licensors and User Content as described above.

Except for the limited rights expressly granted to you in these Terms or in a separate agreement, no rights are granted to you in or to the Platform. You may not use SupplySwap's name, logos, or trademarks without our prior written consent.

7. Third-party services

The Platform may integrate or interact with third-party services, websites, or applications. These third-party services are governed by their own terms and privacy policies, and SupplySwap is not responsible for their content, practices, or availability.

Your use of any third-party services is at your own risk, and you should review the applicable terms and policies before using them.

8. No warranties

To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis, with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise. SupplySwap expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Platform will be uninterrupted, secure, or error-free, or that any defects will be corrected. We do not guarantee any specific results from your use of the Platform.

9. Limitation of liability

To the maximum extent permitted by applicable law, SupplySwap and its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of or inability to use the Platform, whether based on contract, tort, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

Where liability cannot be excluded, and to the extent permitted by law, SupplySwap's aggregate liability arising out of or in connection with the Platform will be limited to the greater of (a) the amounts you have paid to SupplySwap (if any) for use of the Platform in the twelve (12) months preceding the event giving rise to the claim, or (b) a reasonable, objectively determined amount under applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless SupplySwap and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (a) your access to or use of the Platform, (b) your User Content, or (c) your violation of these Terms or any applicable law or rights of a third party.

11. Term and termination

These Terms remain in effect for as long as you access or use the Platform. We may suspend or terminate your access to the Platform at any time, with or without notice, if we believe you have violated these Terms, pose a risk to the Platform or other users, or if we are required to do so by law or a regulatory authority.

Upon termination, your right to access and use the Platform will cease immediately. Sections of these Terms that by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and indemnification) will continue to apply.

12. Governing law and disputes

These Terms and any dispute arising out of or in connection with them or the Platform will be governed by and construed in accordance with the laws applicable in the jurisdiction in which SupplySwap is organized, without regard to its conflict of law principles, unless a different governing law is specified in a separate written agreement with you.

Any disputes arising under or in connection with these Terms will be subject to the exclusive jurisdiction of the courts located in that jurisdiction, unless otherwise required by applicable law.

13. Changes to these Terms

We may update these Terms from time to time to reflect changes in our Platform, business, or legal requirements. When we do, we will update the "Last updated" date above. In some cases, we may provide additional notice or seek your consent where required by law.

Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you should stop using the Platform.

14. Contact

If you have any questions about these Terms or the Platform, you can contact us at:

Email: support@supplyswap.app