Terms & Conditions

BARTER & BE TERMS AND CONDITIONS

Effective: 08.28.2020        

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND BARTER & BE. SECTION 18 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 18 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Purpose

Barter & Be provides a platform where creative entrepreneurs can communicate with other members and barter or exchange services with each other. By using the Barter & Be website and any of the information and services offered through its platform (“Services”), you agree to be bound by this Agreement. The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other Users (collectively “you,” “your,” or “Users”). While Barter & Be (“we,” “us,” or “our”) will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.

2. Eligibility

By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:

a. You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Services;

b. You are 16 or older;

c. You have the authority to enter into the Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services; and,

d. You will comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.

3. Access

a. Access. By entering into this Agreement, you will be granted a revocable license to access the Services without charge. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.

b. Prohibited Uses. You understand, acknowledge and agree that any access or use of the Services shall be for your personal, non-commercial use only, and that you will not commercially exploit any portion of the Services.

c. Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties.

d. Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Services.

4. Paid Membership and Free Trial

Your Barter & Be membership will continue to automatically renew until you cancel at any time. We offer different membership plans and reserve the right to change the terms of the plans, such as offering, adjusting, or removing different membership durations, prices, or features, after giving notice to you if you are currently enrolled in the affected plan. Payment of your membership does not entitle you to any credits or free services from Barter & Be members, except if part of a clearly marked promotion. We offer a free trial that is only available for first-time Barter & Be members. All first-time paid subscriptions options allow you to try Barter & Be’s services for free for seven days. To prevent interruptions in access after your trial, we collect credit card information, but you will not be billed for your subscription until the end of your trial period. You may see a pending authorization hold on your statement shortly after starting your free trial, but this is only a temporary hold and is not a permanent charge. Your account will be automatically charged after your free trial concludes, unless you cancel before your trial ends.

5. Cancellation and Refund Policy

To cancel your subscription at any time, login to your Barter & Be member dashboard, go to Profile > Your Membership > Click Cancel Membership. No refunds will be provided for partial billing periods. You will retain access to Barter & Be through the end of your billing period.

6. Acceptable Use Policy

By using the Services, you agree that:

a. You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.

b. You will not use the Services to cause nuisance, annoyance or inconvenience.

c. You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Users.

d. You will not violate the publicity or privacy rights of another individual.

e. You will not copy or distribute any content displayed through the Services.

f. You will not create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.

g. The information you provide to us or otherwise communicate with us is accurate.

h. You will not use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.

i. You will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.

j. You will not deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.

k. You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.

l. You will not impersonate another person, act as another entity without authorization, or create multiple accounts.

m. Your User Content does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;

n. Your User Content does not violate any state or federal law designed to regulate electronic advertising; o. Your User Content does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us in our sole discretion.

7. Disclaimer of Tax and Other Professional Services Liability

Barter & Be does not provide tax, legal, financial, accounting, human resources, employment, or other professional services advice. Barter & Be also does not provide payroll, benefits, tax preparation and filing, or accounting services. While certain members in Barter & Be’s network may be trained or licensed professionals offering services in these areas, these members do not constitute nor represent Barter & Be. Members further agree by signing up and engaging in service bartering on our platform that they will be responsible for all preparation and filing of their own taxes, liabilities, or collections under any jurisdictions that are applicable to them for any barters, trades, services, or products transacted-for or received.

8. Information on Our Services

While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Services, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our Services and expressly disclaim liability for errors and omissions in the contents of our Services. Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.

Barter & Be shall not discriminate on the basis of race, color, gender or gender identity, age, sexual orientation, national origin, or disability in any of its operations, services, or platforms, including but not limited to with respect to its members, website visitors, selection of vendors, sponsors, affiliates, and/or other partners, and who we serve or allow others to serve. We are committed to creating an inclusive platform that welcomes all creative entrepreneurs.

9. User Submissions and Content

We may provide you with interactive opportunities through the Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you, except as otherwise required by law.

Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.

10. Good Samaritan Content Policy & Complaint Procedures.

a. Policy. It is the policy of the owners and operators of these Services to not tolerate any acts of intellectual property infringement or violations of U.S. law or to allow for any child pornography or obscene or defamatory material to be posted at these Services. We will do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable. The provisions of this Section 10 are intended to implement this policy but are not intended to impose a contractual obligation on the owners or operators of these Services to undertake, or refrain from undertaking, any particular course of conduct.

b. Complaint Procedures. If you believe that someone has posted material at these Services which infringes the intellectual property or other rights of third parties or which is in violation of U.S. law or which is racist, sexist, obscene, harassing, defamatory, or otherwise objectionable, or which constitutes child pornography, we ask you to flag the post to our attention, or promptly notify us by email at the following address: [email protected] You must use this address if you want to ensure that your complaint is actually received by the appropriate person charged with responding to such communications.

c. In order to respond as quickly as possible to any complaint, please provide us with as much detail as possible, including

i. the nature of the right infringed or violated (including the registration numbers of any registered copyrights, trademarks or patents allegedly infringed);

ii. all facts which lead you to believe that a right has been violated or infringed;

iii. the precise location where the offending material is located;

iv. any grounds to believe that the person who posted the material was not authorized to do so or did not have a valid defense (including the defense of fair use); and

v. if known, the identity of the person or persons who posted the infringing or offending material.

d. Indemnification/Waiver of Certain Rights. By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of California. In addition, you agree, at your own expense, to defend us and indemnify us against any liability which we may incur by our response to your complaint.

e. Waiver of Claims and Remedies. We expect visitors to take responsibility for their own actions, and, as set forth below in sections 16 and 17, cannot assume liability for any acts of users or third parties which take place at these Services. By this Agreement, you acknowledge that in establishing a complaint procedure we are taking on the role of a Good Samaritan and, in order to allow us to do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable, you agree to waive any claims or remedies which you might otherwise be able to make against us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content at these Services or our response, or failure to respond, to a complaint.

f. Investigation/Right to Purge Postings. You agree that we have the right (but not the obligation) to investigate any complaint received and, at any time and for any reason, to remove any material which you post to these Services, with or without your permission, and with or without cause, in our sole discretion. By reserving this right, we do not undertake any responsibility in fact to remove content posted online, whether or not a complaint has been received.

11. Intellectual Property Ownership

We (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

12. Copyright Policy

We will terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any User Content infringes on your copyrights, you may submit a notification pursuant to the Company Digital Millennium Copyright Act (DMCA) Notice. Please see our DMCA Policy for more information.

13. Privacy

We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.

14. Third-Party Interactions

The Services may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites or any Third-Party Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

15. Indemnification

You agree to indemnify and hold harmless Barter & Be and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Services.

16. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE TEXT, GRAPHICS OR LINKS.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

17. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BARTER & BE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED “AS IS” AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.

18. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 18 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

a. Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services or as a consumer of our services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Barter & Be may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. IF YOU AGREE TO ARBITRATION WITH BARTER & BE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

b. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to [email protected] The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the country where you live or at another mutually agreed location.

c. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Barter & Be. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Barter & Be.

d. Waiver of Jury Trial. YOU AND BARTER & BE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Barter & Be are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 18(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

e. Waiver of Class or Consolidated Actions. YOU AND BARTER & BE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Barter & Be is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 19.

f. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Barter & Be can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Barter & Be in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: [email protected] If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

g. Survival. This Arbitration Agreement will survive any termination of your relationship with us.

h. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.

19. Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Barter & Be agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in Los Angeles, California, or in federal court for the Central District of California.

20. Termination

At its sole discretion, we may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

21. General

a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Barter & Be or any third party provider as a result of this Agreement or use of the Services.

b) Choice of Law. This Agreement is governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

c) Severability. Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

d) Electronic Communications. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.

e) Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

22. Contact Information

If you have any questions about this Agreement or our Services, please contact us below: [email protected]

BARTER & BE DMCA POLICY

We respect the copyright and other intellectual property rights of others and expect users of our website and application (collectively, the “Services”) to do the same. In accordance with the United States Digital Millennium Copyright Act (the “DMCA”) and other applicable law, we have a policy of terminating, in appropriate circumstances and at our sole discretion, users of the Service who are deemed to be repeat infringers. We also may, in our sole discretion, limit access to the Service and terminate the accounts of any users of the Service who infringe any intellectual property rights of others, whether or not there is any repeat infringement. See our Terms & Conditions for more information.

Notification of Alleged Copyright Infringement

If you believe that content available on or through our Services infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail, email or faxed notice (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Website infringes your copyright, you should consider first contacting an attorney.

All Notifications should include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (e.g. the URL link of the material).

• Information reasonably sufficient to permit us to contact the complaining party, such as the name, account name, address, telephone number, and e-mail address at which the complaining party may be contacted.

• A statement that the complaining party has 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 that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit your notice to our designated DMCA agent by mail or email as set forth below:

[email protected]

Please note that you may be liable for damages, including court costs and attorneys’ fees, if you materially misrepresent that content on the Services is copyright infringing.

Upon receiving a proper notification of alleged copyright infringement, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the DMCA statutory counter-notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.

Please note that our furnishing your claim to the alleged infringer will include the personal information you provide in your notification, which the alleged infringer may use to contact you directly. As such, by submitting a notification of alleged copyright infringement, you consent to disclosure of your information in the aforementioned manner.

Counter Notification

If you believe your copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter-notification letter to us. To be an effective counter-notification under the DMCA, your letter must include substantially the following:

• Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.

• A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which our Company is located.

• A statement that you will accept service of process from the party that filed the Notification or the party’s agent.

• Your name, address and telephone number.

• A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

• Your physical or electronic signature.

• You may submit your Counter Notification to our Copyright Agent by mail, or email as set forth above.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

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