Effective Date: July 5, 2025

IMPORTANT NOTICE: ARBITRATION AND CLASS ACTION WAIVER

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH US RATHER THAN RESOLVE DISPUTES THROUGH A JUDGE OR JURY TRIAL, OR ANY COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCESSING, OR USING THE PLATFORM, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. PLEASE READ CAREFULLY.

This Terms of Use Agreement (“Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, govern your access to, use of, and participation in TechSwap, our Platform and all TechSwap affiliated programs (such as in-person TechSwap Meet-Ups) and the entirety of your relationship with TechSwap.

BY USING TECHSWAP, https://tech-swap.org, YOU AGREE TO THESE TERMS OF USE. YOU HEREBY AGREE THAT THE AGREEMENT FORMED BY THESE TERMS IS EQUIVALENT TO ANY WRITTEN, NEGOTIATED AGREEMENT SIGNED BY YOU. Please read these Terms carefully before joining TechSwap or using our Platform. If you do not agree to these Terms, you may not access or use the Platform.

KEY TERMS

“Account”

A registered, password-protected, user profile on TechSwap containing identifying information (such as name, email, educator verification, and location), used to access and interact with the Platform.

“Artificial Intelligence Purposes”

The development, training, testing, or operation of artificial intelligence or machine learning models. TechSwap strictly prohibits the use of its Platform or Content for these purposes.

“Feedback”

Any testimonials, survey responses, platform suggestions, or comments submitted by Users.

For additional key terms used in these Terms, including those related to data, user content, and third parties, please refer to our Privacy Policy.

INTRODUCTION

TechSwap is a free, donation-based mutual aid platform for people who work in K-12 Education. We connect people from across the U.S. to donate and receive classroom technology resources—all for free. Every resource shared is provided at no cost. We don’t sell anything. We simply provide the Platform.

PLATFORM ROLE

TechSwap is a free platform that facilitates connections between educators who donate and request resources. We do not take possession of or inspect any items shared through the Platform. All exchanges are between Users, and TechSwap is not responsible for the condition, delivery, or authenticity of any donated or requested item. Use the Platform at your own risk.

WHO CAN USE OR JOIN TECHSWAP

You must be a verified K-12 educator based in the U.S. For those who are not educators, but whose work directly impacts and supports K-12 education, you may be permitted to use the site at our sole discretion based on verification information, which you must provide to us. We reserve the right to deny access or remove Accounts at any time if verification fails or is insufficient.

To post listings for donations or requests, or to claim resources, you must:

• Be at least 18 years old
• Be currently employed in a K-12 educational role
• Provide proof of Educator Status (e.g., school email, ID, or public staff directory listing)

Anyone can browse, but only verified users with an Account can post or contact others. By accessing or using the Platform, you represent and warrant that you meet these requirements.

USER ACCOUNTS AND OTHER SUBMISSIONS

To access certain features, including, but not limited to, posting listings, claiming items, contacting other members, and registering for events, Users must create a password-protected Account.

You agree to provide accurate, current, and complete information during the account registration process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your TechSwap password. You are solely responsible for all activity that occurs on your Account, and you will notify TechSwap immediately of any unauthorized use. TechSwap is not liable for any losses by any party caused by any unauthorized use of your Account. You are liable for the losses of TechSwap or others due to any unauthorized use of your Account related to your failure to comply with these Terms. You agree to use TechSwap only for non-commercial educational purposes.

Your Account will be approved or denied based on verification of your Educator Status. It may take up to 30 business days for Accounts to be reviewed.

We have the sole discretion to suspend or delete Accounts, or to ban users that provide false information or misuse the Platform.

YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, TechSwap grants you a limited, non-exclusive, non-transferable, revocable, non-assignable, and non-sublicensable license to access and use the Platform (excluding any software source code) solely for your personal, non-commercial, educational use. This license does not allow you to reproduce, distribute, modify, or create derivative works from any part of the Platform, or otherwise exploit the Platform and its Content unless expressly authorized in writing by TechSwap. You may not reverse engineer, decompile, or attempt to extract source code from the Platform. You may not use the Platform or Content in any way that is unlawful, that violates these Terms of Use, or that harms us or any other person or entity.

NO COMMERCIAL USE

You agree not to use the Platform for any commercial purposes, including the promotion or sale of products or services, without prior written permission from TechSwap.

NO AI

We do not consent to our Platform being used or downloaded by any users or third parties for the purposes of developing, training, or operating artificial intelligence or other machine learning systems (“Artificial Intelligence Purposes”). Users of our Platform, including any third parties accessing the Platform through automated systems, are prohibited from using any of the contents of the Platform for Artificial Intelligence Purposes. Users or automated systems that fail to respect these choices will be considered to have breached these Terms of Use.

INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT

All content and materials on the TechSwap Platform — including but not limited to the design, text, graphics, images, logos, software, and documentation — are owned by TechSwap or its contributors and are protected under United States copyright law and other applicable intellectual property laws. All rights not expressly granted are reserved. Unless otherwise stated, TechSwap retains all rights to its original content, including the name “TechSwap,” the website design, and any distinctive elements of the platform. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any part of the Platform or its content without our prior written permission.

Any unauthorized use of the materials appearing on the Platform may violate copyright and other applicable laws and could result in legal consequences.

Trademarks, service marks, logos, or other proprietary marks used on the Platform that are not owned by TechSwap are the property of their respective owners.

We expect users to respect Copyright Law. We may, in our sole discretion, suspend or terminate the Account of any User who infringes or is believed to be infringing the rights of copyright holders.

COPYRIGHT POLICY

TechSwap respects the intellectual property rights of others. If you believe that your copyrighted work has been copied or used on our Platform in a way that constitutes copyright infringement, you may notify us by submitting the following: A physical or electronic signature of the copyright owner or authorized agent A description of the copyrighted work you claim has been infringed A description of where the material is located on the Platform Your contact information (name, address, email, phone) A statement that you have a good faith belief that the use is not authorized by the copyright owner A statement that the information is accurate and you are the copyright owner or authorized to act on their behalf

Send your notice to: [email protected]

Upon receiving a valid notice, TechSwap may remove or disable access to the allegedly infringing material at its sole discretion and may take further action as appropriate. TechSwap is not currently registered as a designated DMCA agent with the U.S. Copyright Office but will review all claims promptly and remove content when appropriate.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to TechSwap a worldwide, irrevocable, perpetual, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Platform, or for any other purpose in our sole discretion and in accordance with applicable law. In the interest of clarity, the license granted to TechSwap will survive termination or expiration of these Terms, the Platform, or your Account. TechSwap does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to TechSwap the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or TechSwap's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

While TechSwap has no obligation to do so, you agree that TechSwap may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

TechSwap reserves the right, at any time and without prior notice, but is under no obligation, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason in our sole and absolute discretion.

WHAT YOU CAN (AND CAN’T) POST

Donation Listings:

All items you offer for donation on TechSwap must be free of charge, appropriate for educational settings, accurately described, and owned by you or legitimately in your possession.

Request Listings:

Requests posted on TechSwap must be solely for acquiring educational technology or related classroom materials intended for use in K–12 educational environments. Requests should be clear, specific, and directly related to legitimate classroom needs.

PROHIBITED

• You may not, and represent and warrant that you will not:
• Post anything for sale or trade;
• Offer to buy anything or trade;
• Post or transmit any content that is false, misleading, unlawful, harmful, or infringes upon the rights of others;
• Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
• Post or share any photos or videos of students, minors, or other individuals unless you have clear, written consent from a parent, guardian, or the individual themselves. If consent is not obtained, you must fully blur or obscure all identifying features. Unauthorized sharing may violate state and federal privacy laws and could result in Account suspension or legal consequences;
• Use another person’s Account;
• Misrepresent your identity, qualifications, or Educator Status;
• Access, scrape, collect, harvest, index, or use the Platform or any content therein (including User information) for any unauthorized purpose, including commercial solicitation, marketing, training of artificial intelligence models, or data resale;
• Sell, license, or otherwise exploit any portion of the Platform or its content for commercial purposes not expressly authorized by these Terms;
• Use any automated means (e.g., bots, scrapers, spiders) to access the Platform without express permission;
• Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware or any other technologies that may harm TechSwap or our Users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third-party, including privacy or publicity rights;
• Copy text, or otherwise misuse or misappropriate Platform information or Content in any manual or automated manner including but not limited to, for use on a mirrored, competitive, or third-party site;
• Notwithstanding anything to the contrary contained in these Terms, collect, harvest, scrape, publish, “sell”, or use for purposes of targeted advertising, any personal information, including but not limited to information related to Users for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
• Violate any applicable laws or regulations;
• Fail to comply with a User's requests (including, those made on their behalf by TechSwap) to no longer receive messages, emails or any other communications from you;
• Violate in any material respect any TechSwap Terms or Policies that govern your use of the Platform;
• Send messages, emails, or any other communications to other Users that are not explicitly for the purpose of sharing educational resources that are permitted to be posted on TechSwap;
• Send, post, or transmit any unsolicited messages or emails, chain letters, spam, or junk mail using the Platform or information collected therefrom;
• Create more than one account without our permission;
• Fail to comply with any applicable laws or regulations related to your use of the Platform;
• Use contact information obtained through the Platform to send unsolicited messages, spam, or communications unrelated to the purpose of TechSwap. Any off-platform communication must be initiated with the user’s consent and must remain aligned with the educational and non-commercial mission of TechSwap;
• Undertake any activity or engage in any conduct that is inconsistent with TechSwap or the purpose of the Platform;
• Attempt to indirectly undertake any of the foregoing.

We reserve the right to remove any Content or Accounts that violate these Terms.

MESSAGING AND USER INTERACTION

The User-to-User messaging feature is provided to help educators coordinate resource sharing and build community.

Users agree to communicate respectfully and may not:

• Send unsolicited messages, spam, or promotions;
• Harass, intimidate, or threaten other users;
• Misuse personal information obtained through the Platform.

When you express interest in a donation, request, or Listing, your email address may be shared directly with the other User. This only happens after you explicitly consent by checking a box to acknowledge that your contact information will be shared.

TechSwap does not actively monitor all User communications and is not responsible for the content of User messages or emails. We may, but are not obligated to, investigate or take action in response to User reports. TechSwap reserves the right to monitor or moderate messaging if abuse is reported or suspected.

To make a report about another user, please contact [email protected].

SANCTIONS FOR VIOLATION OF THESE TERMS

Without limiting any other rights, TechSwap may, in our sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and TechSwap, including but not limited to removing User Content you posted, limiting your Account access, terminating your Account, notifying other Users of the termination of your Account and/or the violation of these Terms, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our absolute and sole discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your TechSwap Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from TechSwap or TechSwap support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; (c) you will not be entitled to any compensation, technology, items, or resources from the Platform for donations or requests that are canceled or delayed as a result of Account termination; (d) you will not be entitled to the return of any items donated prior to your Account termination;

You may cancel your use of the Platform and/or terminate your Account at any time by following the link in your “Profile” page and clicking "Delete Account." Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, donations you have provided to other Users. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.

FEEDBACK AND TESTIMONIALS

We welcome feedback about TechSwap through surveys, forms, testimonials, email, or other channels (“Feedback”).

By submitting Feedback, you agree that:

• You have the right to share it with us;
• It does not violate the rights of any person or organization;
• It does not include confidential or proprietary information belonging to someone else.

When you share Feedback, you also agree that:

• We have no obligation to keep it confidential;
• We may already be considering or developing something similar;
• You grant TechSwap a non-exclusive, worldwide, royalty-free, perpetual license to use, adapt, publish, distribute, and share your Feedback for any purpose related to improving or promoting the Platform;
• You waive any moral rights or claims against TechSwap related to our use of your Feedback.

You understand that we may use Feedback without restriction or compensation to you. This section will survive any termination or expiration of these Terms or your Account.

If you submit a testimonial—whether via form, email, survey, or otherwise—that endorses or expresses positive opinions about TechSwap, we may display that testimonial publicly (e.g., on our website, social media, or promotional materials).

When submitting a testimonial, you may be asked for consent to use:

• Your name
• Job title
• School or workplace name
• Profile photo or avatar (if applicable)

You may request that your testimonial be used anonymously or not quoted publicly. If no preference is provided, we will default to using testimonials without identifying information. To update or withdraw a testimonial, please contact us at [email protected], and we will take reasonable steps to comply with your request.

NO GUARANTEES, ENDORSEMENTS, OR WARRANTIES

TechSwap users may post listings for educational technology products, classroom materials, and other related resources. Users understand that any such representation of these products, materials, or resources does not constitute a warranty, guarantee, or endorsement in relation to the listing.

Users understand that the Platform does not guarantee they will be provided with resources, such as by contacting other users or claiming a resource, or posting a request.

TechSwap does not endorse, warrant or make any representation (except those expressly and unambiguously made by TechSwap directly on the Platform) concerning any User or third-party and TechSwap is not a party to any agreements between or among users, Users, or third-parties. TechSwap does not perform distributions of donations directly to Users or fulfilling of requests for resources and disclaims all liability with respect thereto. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or User's use of any part of the Platform. Neither TechSwap nor any Users or users of the Platform may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and although TechSwap may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users, such as checking Educator Status, we do not make any representations about, confirm, or endorse any User or their purported identity or background.

TechSwap does not conduct formal background checks on Users. User verification, Educator Status, profile description, or other User information posted on the Platform is not an endorsement, representation, warranty, certification or guarantee by TechSwap and is not verification of a User’s identity and whether they are trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform, and you hereby acknowledge and agree that TechSwap will not be liable for your reliance thereon. You should always exercise due diligence and care when deciding whether to have any interaction with any other User. TechSwap has no responsibility for any damage or harm resulting from your interactions with other Users.

THIRD-PARTY SITES AND SERVICES

The Platform Content may contain links to third-party websites, media, offers, or other events/activities not owned or controlled by TechSwap. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk. By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third-parties will be limited to a claim against those particular Users or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from TechSwap with respect to such actions or omissions.

DISCLAIMERS

The Platform and all content, materials, and services provided by TechSwap are provided “as is” and “as available,” without warranty of any kind, either express or implied. To the fullest extent permitted by law, TechSwap disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties regarding the quality, accuracy, timeliness, or reliability of the Platform or its content.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, PLATFORM CONTENT, USER CONTENT, OR ANY INTERACTIONS YOU HAVE WITH OTHER USERS OR THIRD PARTIES—WHETHER IN PERSON OR ONLINE—REMAINS WITH YOU.

NEITHER TECHSWAP NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COMPUTER DAMAGE, SYSTEM FAILURE, SUBSTITUTE PRODUCTS OR SERVICES, PERSONAL INJURY, OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH:

• (A) THESE TERMS OR THE USE OF, OR INABILITY TO USE, THE PLATFORM;
• (B) ANY RESOURCES POSTED, DONATED, REQUESTED, OR RECEIVED THROUGH THE PLATFORM;
• (C) ANY COMMUNICATIONS OR INTERACTIONS WITH OTHER USERS OR THIRD PARTIES, WHETHER ONLINE OR OFFLINE.

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE), AND EVEN IF TECHSWAP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, OR IF A LIMITED REMEDY SET FORTH IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL TECHSWAP’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD), OR THE AMOUNT YOU HAVE PAID TO TECHSWAP IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, IN WHICH CASE THIS LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS, YOUR ACCOUNT, OR THE PLATFORM.

No Personal Liability

TechSwap is operated by an individual volunteer for the sole purpose of supporting educators through mutual aid. By using the platform, you agree that no individual, including but not limited to the site’s creator or administrator, shall be held personally liable for any damages, claims, or losses arising from or related to your use of the platform. Your sole remedy is limited to the maximum liability described above.

INDEMNIFICATION AND RELEASE

To the fullest extent permitted by law, you agree to release, defend, indemnify, and hold harmless TechSwap, our affiliates and subsidiaries, and our respective officers, directors, employees, licensors, volunteers, and agents, from and against any claims, demands, fines, penalties, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees), arising out of or in any way connected with:

• (a) your violation or breach of these Terms or any other applicable policies;
• (b) your User Content or use of the Platform;
• (c) your interaction or communication with any User or third party;
• (d) your violation, infringement, or misappropriation of any third party’s rights, including intellectual property, privacy, publicity, or contractual rights; or
• (e) any items donated, requested, claimed, or exchanged by you through the Platform, including but not limited to any injuries, losses, damages, or disputes related to such items.

If you are a resident of California, you waive California Civil Code Section 1542, which states:

"A general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, which if known by them would have materially affected their settlement with the debtor or released party."

If you reside outside of California, you waive any similar rights under applicable laws in your jurisdiction.

Where you are obligated to indemnify under this section, TechSwap reserves—and you grant to us—the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree not to settle any such matter without our prior written consent.

This section will survive the termination or expiration of these Terms, your Account, or your use of the Platform.

CHANGES

TechSwap reserves the right at any time and with or without notice to you, to change (i) the Platform, including, without limitation, eliminating, supplementing, modifying, adding, or discontinuing any content, feature, data, or service on or available through the Platform, or the hours during which they are available. We will not be liable to you or any third-party for any modification, suspension, or discontinuance of the Platform, or any component or services on the Platform. We reserve the right to limit the availability of the Platform and its content offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THIS SECTION REQUIRES BINDING ARBITRATION TO RESOLVE MOST DISPUTES INSTEAD OF COURT PROCEEDINGS. IT ALSO WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR JURY TRIALS.

Governing Law and FAA Application

These Terms evidence a transaction in interstate commerce, and the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this arbitration agreement. This arbitration agreement shall survive the termination of your relationship with TechSwap.

Scope of Disputes

This section applies to all disputes, claims, or controversies between you and TechSwap (including its officers, directors, affiliates, agents, and employees), whether arising under these Terms, your use of the Platform, communications with TechSwap, or your participation in TechSwap programs, meet-ups, or services. This includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and includes disputes that arose before or after these Terms were agreed to.

Informal Dispute Resolution

Before initiating arbitration, you and TechSwap agree to attempt to resolve the dispute informally in good faith. To initiate this process, the complaining party must send written notice to the other party that includes:

• The full name and contact information of the person submitting the complaint;
• A detailed description of the dispute, including any relevant documentation;
• The specific relief sought.

Send your notice to: [email protected]

Both parties agree to work together in good faith for at least 60 days from the date the notice is received to try to resolve the dispute. This informal resolution process is a required precondition to initiating arbitration.

Binding Arbitration

If the dispute is not resolved within 60 days, either party may initiate confidential, binding arbitration as the exclusive means of resolving the dispute (except as noted in Section 7 below).

Arbitration will be administered by [FairClaims] (for claims $10,000.99 or less) or JAMS (for claims above $10,001.00), pursuant to their applicable rules, which are incorporated by reference. Arbitration may be conducted remotely (e.g., by phone, video, or online platform) unless both parties agree otherwise. You may obtain the rules and information about filing by visiting:

• www.fairclaims.com
• www.jamsadr.com

Each party is responsible for their own attorneys' fees and costs unless the arbitrator awards otherwise based on applicable law or rules. The arbitrator may grant any relief that would be available in court.

Class Action Waiver

YOU AND TECHSWAP AGREE THAT ANY CLAIMS SHALL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT HAVE THE POWER TO CONSOLIDATE CLAIMS OR PRESIDE OVER CLASS OR REPRESENTATIVE PROCEEDINGS.

If a court or arbitrator determines that this class action waiver is unenforceable, the entire arbitration section shall be null and void and the dispute shall proceed in court.

Location of Arbitration

If you are a U.S. resident, arbitration may take place in the county where you reside or remotely. If you reside outside of the United States, arbitration shall take place in New York, New York, unless otherwise agreed.

Exceptions – Intellectual Property and Small Claims

This arbitration section does not apply to:

• Claims brought in small claims court on an individual basis;
• Claims related to the enforcement or validity of intellectual property rights (including but not limited to copyrights, trademarks, or trade secrets).

Arbitrator's Authority and Decision

The arbitrator has exclusive authority to resolve any dispute relating to the enforceability or interpretation of this arbitration agreement, including questions about its scope, application, or waiver. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Opt-Out of Arbitration

You may opt out of this arbitration agreement within 30 days of first creating your TechSwap account or agreeing to these Terms (whichever is earlier). To opt out, send an email to [email protected] from the email associated with your account with the subject line “ARBITRATION OPT-OUT.” Your email must include your full name and a clear statement that you are opting out of the arbitration agreement. This is the only method for opting out. If you do not opt out, you will be bound by this arbitration provision.

Changes to this Section

If we make material changes to this arbitration agreement, we will notify you. You may reject the changes by sending written notice to [email protected] within 30 days. By continuing to use the Platform after such changes take effect, you agree to be bound by the revised agreement, unless you opt out.

Severability

If any provision of this section is found to be unenforceable, the remaining provisions will remain in full force and effect, except as provided in Section 5 (Class Action Waiver).

DISPUTES BETWEEN OR AMONG USERS

TechSwap values our members and we understand that disputes may arise between or among them. In the rare event that a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at TechSwap's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by TechSwap or a neutral third-party mediator or arbitrator selected by TechSwap. Notwithstanding the foregoing, you acknowledge and agree that TechSwap is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.

ADDITIONAL TERMS AND POLICIES

Please review TechSwap's Privacy Policy, incorporated herein by reference, for information and notices concerning TechSwap's collection and use of your information. Our Privacy Policy includes our Cookie Policy.

GOVERNING LAW

These Terms and your use of TechSwap shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. This governing law is subject to applicable federal laws of the United States, which will control where they apply.

JURISDICTION

You agree that any legal action or proceeding arising out of or relating to these Terms or your use of TechSwap shall be brought exclusively in the state or federal courts located in New York County, New York. You hereby consent to the personal jurisdiction and venue of such courts and waive any objections to venue or inconvenient forum.

CONTACT

Questions? Contact us at [email protected].

MODIFICATION

TechSwap reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. TechSwap will notify you of changes by posting the updated Terms on the Platform and may also, in our sole discretion, notify you by sending you an email, message, and/or otherwise notifying you when you are logged into your account. Modifications will become effective 10 days after you are notified. Your use of the Platform after the expiration of the 10 days will constitute your consent to the changes, which indicates you accept and agree to be bound by the modified Terms.

GENERAL

These Terms constitute the entire agreement between you and TechSwap and supersede all prior written or oral agreements. If any provision is found to be unlawful or unenforceable, the remainder of these Terms will remain in full force and effect. The failure of TechSwap to enforce any right or provision shall not be deemed a waiver of such right or provision.