TERMS OF USE

This site is operated by Online Exchanges, LLC (Online Exchanges). Online Exchanges offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By using the site, you agree to be bound by the following terms and conditions (“Terms of Use”, “Terms”), including any additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Use apply to all users of the site.

Please read these Terms of Service carefully. If you do not agree to all the terms and conditions of this agreement, then you may not access the site or use any services. If these Terms of Use are considered an offer, acceptance is expressly limited to these Terms of Use.

Any new features or tools which are added to the current site shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website with or without notice to you. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Your sole remedy against Online Exchanges, LLC and its Officers, Directors and Employees for dissatisfaction with the site is to cease using the site.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT https://www.golfing-exchange.com/ (THE "SITE") AND ALL SERVICES PROVIDED BY ONLINE EXCHANGES, LLC ON THE SITE.

By visiting the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.

The Site Is a Platform. You agree that the Site is a platform. As such, Online Exchanges is not responsible or liable for any content (e.g., data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links) posted by you, other users, or outside parties on the Site. You use the Site at your own risk.

The Site is a venue to allow users who comply with Online Exchanges’ policies to offer, sell and buy certain goods within a fixed-price format. Online Exchanges is not directly involved in the transaction between buyers and sellers. As a result, Online Exchanges has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Online Exchanges does not pre-screen users or the content or information provided by users. Online Exchanges cannot ensure that a buyer or seller will actually complete a transaction. Online Exchanges holds no right, title, or interest in any products or items listed on the Site and does not transfer legal ownership of items from the seller to the buyer.

Online Exchanges does not verify and cannot guarantee the true identity, age, and nationality of a user. Online Exchanges encourages each user to communicate directly with potential transaction partners through the tools available on the Site.

Membership Eligibility. The site is available only to, and may only be used by, individuals who are 18 years or older who can form legally binding contracts under applicable law. By using the Site, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Online Exchanges may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity. Moreover, Online Exchanges may change its user eligibility criteria at any time. This provision is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

Individuals under the age of 18 must at all times use the Site only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.

Compliance. You agree to abide by Online Exchanges’ policies as stated in this Agreement, as well as with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes.

Password. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Online Exchanges of any unauthorized use of your password or any breach of security. You also agree that Online Exchanges cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.

Account Information. You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on the Site, you must provide and maintain a valid Verified PayPal account.

Account Transfer. You may not transfer or sell your site account and User ID to any other party.

Right to Refuse Service. Online Exchanges may refuse service to or for any user, for any reason, at any time. Online Exchanges reserves the right, at our sole discretion, to temporarily or indefinitely suspended users of the Site. Online Exchanges reserves the right, at our sole discretion, to cancel unconfirmed or inactive accounts.

Privacy Policy. Please review our Privacy Policy, which governs your use of the Site, to understand our practices.

Fees Policy. Joining and creating a listing on the Site is free. Online Exchanges may charge fees for the sale price when the item sells. Online Exchanges’ Fees Policy, which is subject to change at any time without notice to you, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for Online Exchanges’ services are effective upon being published on the Site. However, Online Exchanges may choose to temporarily change the Fees Policy and the fees for our services for promotional events (e.g., free sales days). Such changes are effective when Online Exchanges posts the temporary promotional event on the Site. Online Exchanges may, at Online Exchanges' sole discretion, change some or all of Online Exchanges' services at any time. In the event Online Exchanges introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

You are responsible for paying all fees and applicable taxes associated with using the Site.

Marketplace Operation

In addition to these Terms of Use, you agree to the procedures and guidelines contained Online Exchanges’ Marketplace Policies, which are incorporated by reference into and made part of, these Terms of Use. Like these Terms of Use, Online Exchanges may change Online Exchanges’ Market Policies without notice to you, and any such changes will be effective immediately upon posting, regardless of whether or not you received notice of such change(s). You should refer regularly to Online Exchanges’ Market Policies to understand the current procedures and guidelines. In the event there is a conflict between these Terms of Use and Online Exchanges’ Market Policies, Online Exchanges’ Market Policies shall supersede the Terms of Use and control use of the Site and the Marketplace.

Item Listings. By listing an item on the Site, you warrant that you and all aspects of the item comply with Online Exchanges’ published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale. You are responsible for ensuring accuracy of all product listings, including but not limited to, pricing, model numbers, descriptions, images, available quantities, and item condition. Each listing must accurately and completely describe the item/items for sale in that listing. Each unique item must have its own listing. You are responsible for setting the listing price of each item to include shipping costs in accordance with Online Exchanges’ Sale Fulfillment policies. Online Exchanges may add a fee to any listing price for selling services.

Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. Online Exchanges may reject and remove from the Site any text descriptions, graphics, pictures and other content posted by any user of the Site or other Online Exchanges Services at its discretion.

Rejection or Removal of Listings. Online Exchanges may, in its sole discretion and determination, reject or remove product listings without notice to the Seller.

No Endorsement by Online Exchanges. Online Exchanges neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Online Exchanges and its agents reserve the right to remove any and all postings or listings that Online Exchanges determines, in its sole discretion, do not comply with these Terms of Use and any other rules of user conduct for the Site, or are otherwise harmful, objectionable or inaccurate. You expressly understand and agree that Online Exchanges is not responsible for any delay in removing such postings.

Return Policies. All sellers are urged to outline return policies for their listing. Sellers must create reasonable policies in good faith and must abide by such policies. All return policies must comply with Online Exchanges’ site-wide policies. Sellers are responsible for enforcing their own reasonable policies. Online Exchanges reserves the right to request that a seller modify a listing return policy.

Binding Sale. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner. A sale may be voided under circumstances defined in Online Exchanges’ Market Policies relating to Sale Voidance.

Transaction Payments. Marketplace payments are to be made directly by the Buyer to the Seller via PayPal. Seller is solely responsible for ensuring proper payment is received from Buyer, including any necessary taxes and shipping expenses, before fulfilling the sale. Online Exchanges shall not be liable for any consequential, incidental, special, punitive or indirect damages incurred by Buyer or Seller for insufficient payments or Seller's failure to ensure that proper payment was received from Buyer.

Buyer and Seller Communication. Seller is responsible for providing support for any sale-related issues beyond functionality of the Site or the Online Exchanges Marketplace. As a condition of using the Site and the Online Exchanges Marketplace, Sellers agree to use his/her/its best efforts to offer support and assistance in the resolution of Buyers' concerns and disputes.

Communication between Buyer and Seller shall be conducted as outlined in Online Exchanges’ Marketplace Policies relating to Buyer and Seller Communication.

Order Fulfillment. The Seller is obligated to fulfill the order or otherwise complete the transaction with the Buyer in a prompt manner in accordance with Online Exchanges’ Market Policies relating to Order Fulfillment.

Third-Party Sites and Information. The Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While Online Exchanges makes every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand and agree that Online Exchanges is not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor is Online Exchanges responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by Online Exchanges, or any warranty of any kind, either express or implied.

Prohibited, Questionable and Infringing Items and Activities. You are solely responsible for your conduct and activities on the Site and/or conduct or activities relating to or regarding any Online Exchanges Services. You are also solely responsible for any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on the Site.

Restricted Activities. Your Content and your use of the Site shall not:

  • Be false, inaccurate or misleading
  • Be fraudulent or involve the sale of illegal, counterfeit or stolen items
  • Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
  • Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
  • Contain items that have been identified by the U.S. Consumer Products Safety Commission (ÒCPSCÓ) as hazardous to consumers and therefore subject to a recall
  • Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Online Exchanges staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through, for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
  • Be obscene or contain child pornography
  • Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
  • Host images not part of a listing
  • Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Online Exchanges
  • Appear to create liability for Online Exchanges or cause Online Exchanges to lose (in whole or in part) the services of Online Exchanges’ ISPs or other suppliers
  • Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on Online Exchanges
  • Contain offers to buy or sell outside of Online Exchanges

Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using Online Exchanges Services) that, by paying to Online Exchanges the listing fee or the final value fee, could cause Online Exchanges to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

Content

User's Grant of License In Favor of Online Exchanges. Online Exchanges does not claim ownership rights in your Content. You grant Online Exchanges a license to use any information or Content you supply, but you agree that Online Exchanges is not violating any rights you might have in any information or Content you supply to Online Exchanges. You grant Online Exchanges a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Online Exchanges to store or re-format your Content on the Site and display your Content on the Site in any way Online Exchanges chooses. Online Exchanges will only use personal information in accordance with Online Exchanges’ Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another Online Exchanges user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Online Exchanges-related communications. Online Exchanges has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Online Exchanges user to your email or physical mail list. For more information, see Online Exchanges’ Privacy Policy.

Online Exchanges’ Grant of License in Favor of User. Subject to your compliance with the Terms and Conditions, this Agreement, and your payment of any applicable fees, Online Exchanges or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Site. This license does not include any resale or commercial use of any Online Exchanges Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Online Exchanges Service or its contents; any downloading or copying of account information for the benefit of another user, seller, buyer or merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in this Agreement are reserved and retained by Online Exchanges or its licensors, suppliers, publishers, rightsholders, or other content providers. No Online Exchanges Service, nor any part of any Online Exchanges Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Online Exchanges. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Online Exchanges without express written consent. You may not use any meta tags or any other "hidden text" utilizing Online Exchanges’ name or trademarks without the express written consent of Online Exchanges. You may not misuse the Site or any Online Exchanges Services. You may use the Site and any other Online Exchanges Services only as permitted by law. The licenses granted by Online Exchanges terminate if you do not comply with this Agreement.

Re-Posting Content. By posting Content on the Site, it is possible for an outside website or a third party to re-post that Content. You agree to indemnify, defend, and hold Online Exchanges harmless for any dispute concerning this use. If you choose to display your own Online Exchanges-hosted image on another website, the image must provide a link back to its listing page on Online Exchanges.

Idea Submissions. Online Exchanges considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Online Exchanges shall not be liable for the disclosure or use of such Material. If, at Online Exchanges’ request, any member sends Material to improve the site (for example through the Forums or to customer support), Online Exchanges will also consider that Material to be non-confidential and non-proprietary, and Online Exchanges will not be liable for use or disclosure of the Material. Any communication by you to Online Exchanges is subject to this Agreement. You agree to grant, and hereby do grant, to Online Exchanges, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

Information Control

No Control of Content by Online Exchanges. Online Exchanges does not control the Content provided by users that is made available on Online Exchanges. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. By using the Site or any Online Exchanges Service, you assume all risk.

International Transactions. There may be risks dealing with international trade and foreign nationals. By using the Site or any Online Exchanges Service, you agree to accept such risks and you expressly agree that Online Exchanges (and Online Exchanges’ officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for acts or omissions of users on the Site. Please use caution, common sense, and practice safe buying and selling when using the Site.

Other Resources. Online Exchanges is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Online Exchanges does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Online Exchanges shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

Resolution of Disputes and Release

Disputes with Online Exchanges. In the event a dispute arises between you and Online Exchanges, please contact Online Exchanges. Any dispute arising from or relating to the subject matter of this Agreement shall be litigated in the Circuit Court of Hinds County, Mississippi or the U.S. District Court for the Southern District of Mississippi. The Site (excluding any third-party sites) is controlled by Online Exchanges from its offices in Mississippi, and the statutes and laws of the State of Mississippi shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Circuit Court of Hinds County, Mississippi or the U.S. District Court for the Southern District of Mississippi with respect to any disputes arising from or relating to the subject matter of this Agreement and these Terms of Use.

Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Online Exchanges agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Disputes with Users or Third Parties. In the event a dispute arises between you and another user or a third party, Online Exchanges has no obligation to resolve or to attempt to resolve such dispute. You release Online Exchanges and its officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and/or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute between you and another user or a third party. Online Exchanges encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Online Exchanges may, for the benefit of users, try to help users resolve disputes. However, Online Exchanges does so in its sole discretion, and Online Exchanges has no obligation to resolve disputes between users or between users and outside parties. To the extent Online Exchanges attempts to resolve a dispute, Online Exchanges will do so in good faith based solely on Online Exchanges’ policies. Online Exchanges will not make judgments regarding legal issues or claims.

Online Exchanges’ Intellectual Property

Online Exchanges, and other Online Exchanges graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Online Exchanges, LLC in the U.S. and/or other countries. Online Exchanges’ trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

Access and Interference

Online Exchanges may contain robot exclusion headers that contain internal rules for software usage. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to Online Exchanges by Online Exchanges’ users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose whatsoever, without Online Exchanges’ prior express written permission. Additionally, you agree that you will not:

  • Take any action that imposes, or may impose, in Online Exchanges’ sole discretion, an unreasonable or disproportionately large load on Online Exchanges’ infrastructure
  • Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) from the Site without the prior express written permission of Online Exchanges and the appropriate third party, as applicable
  • Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
  • Bypass Online Exchanges’ robot exclusion headers or other measures Online Exchanges may use to prevent or restrict access to the Site

Breach. Without limiting any other remedies, Online Exchanges may, without notice, and without refunding any fees, delay or immediately remove Content, warn Online Exchanges’ community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

  • Online Exchanges suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein
  • Online Exchanges is unable to verify or authenticate any of your personal information or Content
  • Online Exchanges believes that a user is acting inconsistently with the letter or spirit of Online Exchanges’ policies, has engaged in improper or fraudulent activity on the Site or in connection with Online Exchanges or the actions may cause legal liability or financial loss to Online Exchanges’ users or to Online Exchanges

Privacy. Except as provided in Online Exchanges’ Privacy Policy, Online Exchanges will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Online Exchanges stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

DISCLAIMER OF WARRANTIES

ONLINE EXCHANGES, ONLINE EXCHANGES’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND ONLINE EXCHANGES’ SUPPLIERS PROVIDE THE SITE AND ONLINE EXCHANGES SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ONLINE EXCHANGES, ONLINE EXCHANGES’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ONLINE EXCHANGES’ SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE SITE, ONLINE EXCHANGES SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THROUGH ONLINE EXCHANGES SERVICES ARE PROVIDED BY ONLINE EXCHANGES ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. ONLINE EXCHANGES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY ONLINE EXCHANGES SERVICES, THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR OTHER ONLINE EXCHANGES SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR ONLINE EXCHANGES SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ONLINE EXCHANGES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ONLINE EXCHANGES DOES NOT WARRANT THAT THE SITE OR ONLINE EXCHANGES SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, ONLINE EXCHANGES’ SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM ONLINE EXCHANGES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ONLINE EXCHANGES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY ONLINE EXCHANGES SERVICES, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

FURTHER, ONLINE EXCHANGES SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OFFERINGS OR CONTENT ON THE SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH A THIRD PARTY THROUGH THE SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM ONLINE EXCHANGES SHALL CREATE ANY WARRANTY.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. PLEASE CONSULT THE LAW IN YOUR JURISDICTION.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ONLINE EXCHANGES AND/OR (AS APPLICABLE) ONLINE EXCHANGES’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ONLINE EXCHANGES’ SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, ONLINE EXCHANGES SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ONLINE EXCHANGES’ LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ONLINE EXCHANGES’ SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ONLINE EXCHANGES IN THE 12 MONTHS PRIOR TO THE ACTION OR EVENT GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ONLINE EXCHANGES AND (AS APPLICABLE) ONLINE EXCHANGES’ PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OR MISUSE OF THE SITE OR ANY ONLINE EXCHANGES SERVICES, YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. ONLINE EXCHANGES RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH ONLINE EXCHANGES IN ASSERTING ANY AVAILABLE DEFENSES.

No Guarantee. Online Exchanges does not guarantee continuous, uninterrupted access to the Site. Operation of the Site may be interfered with by numerous factors outside Online Exchanges’ control. You understand and agree that temporary interruptions of the site may occur as normal events that are out of Online Exchanges’ control. You also understand and agree that Online Exchanges has no control over the third-party networks or service(s) that Online Exchanges may use to provide the Site and/or Online Exchanges Services to you. You agree that the Site and any Online Exchanges Services are provided AS IS and that Online Exchanges assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

Legal Compliance; Taxes. Your use of the Site and any Online Exchanges Service is subject to all applicable laws and regulations. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Online Exchanges Service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Online Exchanges’ net income).

Confidentiality

Content and Communications With Online Exchanges Treated as Non-Confidential. All information and communications sent by you to Online Exchanges will be treated as non-confidential and non-proprietary (subject to Online Exchanges’ privacy policy). Please do not submit confidential or proprietary information to Online Exchanges (including patentable ideas, new content suggestions or business proposals) unless you and Online Exchanges have mutually agreed in writing otherwise. Idea and information that Online Exchanges receives unsolicited will be treated as property owned by Online Exchanges and will not be returned to you.

Compliance With Law Enforcement and Other Investigative Agencies. Online Exchanges does not routinely inspect or disclose any information or communications received from users. However, Online Exchanges makes every effort to comply with law enforcement officials or other investigative agencies to prevent crime and/or the sale of stolen goods or products on the Site. Online Exchanges reserves the right to inspect or disclose to any third party and for any reason whatsoever any information provided by you to Online Exchanges, including but not limited to, compliance with the Electronic Communications Privacy Act, 18 U.S.C. ¤ 2510, et seq. or as otherwise required by law or by court or governmental order.

Severability. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

No Agency. You and Online Exchanges are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Modification or Termination of Online Exchanges Services. Online Exchanges reserves the right to modify or terminate any Online Exchanges Service for any reason, without notice to you, at any time. Online Exchanges reserves the right to alter these Terms of Use or other Site policies at any time without notice to you, so please review the policies frequently. If Online Exchanges makes a material change to this Agreement or to its Terms of Service, Online Exchanges will attempt to notify you here, by email, by means of a notice on Online Exchanges’ home page, or other place(s) Online Exchanges deems appropriate. What constitutes a "material change" will be determined at Online Exchanges’ sole discretion, in good faith, and using common sense and reasonable judgment.

Choice of Law. This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Mississippi, excluding its conflicts of laws rules, and the United States of America.

Notices. Except as explicitly stated otherwise, any notices to Online Exchanges shall be given by postal mail to Online Exchanges, LLC, P.O. Box 12887, Jackson, MS 39236. Notice shall be deemed given upon receipt by Online Exchanges. For issues with intellectual property, you must provide notice as specified in Online Exchanges’ Copyright and Intellectual Property Policy.

Except as explicitly stated otherwise, any notices shall be given by Online Exchanges to you at the email address you provide to Online Exchanges either during the registration process or when your email address changes. Notice shall be deemed given 24 hours after the email is sent. Alternatively, Online Exchanges may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Online Exchanges. In such case, notice shall be deemed given three days after the date of mailing.

Disclosures. The services hereunder are offered by Online Exchanges, LLC, P.O. Box 12887, Jackson, MS 39236.

Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes any prior or contemporaneous written or oral representations, discussions, proposals, understandings, Terms of Service, and the like respecting the subject matter hereof.