Fameswap.com Terms of Service
The use of the online services provided by Fameswap.com is governed by the terms and conditions set out below ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.
1. Services Offered by Fameswap
Fameswap provides an online service that allows businesses and brands to sell, buy, transfer their brand’s social media presence (“Digital Assets”) to another business or brand, in accordance with and subject to, the terms and conditions of this Agreement, and individual social media platform TOS, whereby ("Services"):
- Sellers may, via Fameswap.com, advertise their Digital Assets for sale whether by way of a Classified or Auction;
- Buyers may, via Fameswap.com, contact Sellers to offer to purchase their Digital Assets; and
- Buyers may, via Fameswap.com, bid in Auctions conducted by Sellers.
You, as a user of the Services, may use the Services in the capacity as a Seller, Buyer or both a Seller and a Buyer. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities.
2. Listing Classifieds and Auctions
2.1 Conduct in Accordance with Listing Rules
Your participation as a Buyer or Seller in a Classified or Auction will at all times be governed by the Listing Rules. You agree that you are bound by the Listing Rules and will comply with the Rules.
2.2 Advertising a Classified or Auction
You may, as a Seller, advertise your Digital Assets for sale via a Classified. You may do so by placing a Listing on Fameswap.com
2.3 Digital Assets You Can Sell
- You must only list Digital Assets for sale which you own and which you are entitled to sell. By creating a Listing for a Digital Assets, you are warranting to Fameswap and to each Buyer that:
- you are the owner of all Intellectual Property Rights and all other rights, title and interest in the Digital Assets;
- the Digital Assets and all of its components are transferable to the Buyer;
- all Third Party Agreements are transferable to the Buyer; and
- the Buyer may be registered as the owner of the domain name for the Digital Asset and that domain name may be transferred to another registrar.
- You are restricted from placing Listings to sell Digital Assets which:
- are obscene, vulgar and/or deemed by Fameswap to be offensive;
- contain material which infringes the Intellectual Property Rights of a third party or which assists others to infringe the Intellectual Property Rights of a third party;
- are engaged in activities which contravene the law of any territory; or
- contravene any provision of the Listing Rules.
2.4 Classified and Auction Requirements
- In listing your Digital Assets, you agree to comply with the requirements in relation to Auctions and Classifieds as set out in these terms and conditions or as set out in the Listing Rules.
- When you advertise your Digital Asset:
- you must specify all details requested by Fameswap.com in relation to the Listing;
- you must conduct the Auction using the Auction engine provided by Fameswap.com;
- you must conduct the Auction in accordance with the Rules; and
- you must sell your Digital Asset to the Winning Offer.
2.5 Conduct of Buyers
As a Buyer, you may offer to purchase a Digital Asset of a Seller via Fameswap.com. Your offer to purchase must be submitted via Fameswap.com. In the case of an Auction, your offer to purchase will be submitted as a bid in the Auction. All offers to purchase a Digital Asset (including an Auction bid) must be made in accordance with the Rules.
2.6 What must be sold as part of a Digital Asset
Any business/brand social media assets listed for sale on Fameswap.com must offer for sale:
- all intellectual property pertaining to the listed brand or business page including (but not limited to) email addresses, social media handles, logins, passwords, trademarks, registration documents, company formation documents;
- all files related to the brand or business including logos, images, music, animation, films and other media;
- all advertised domain names for the website must be transferable to another registrar; and
- if specified by the Seller, all of the Seller`s rights and obligations in relation to any Third Party Agreements.
3. Legal Relationship Between Buyers and Sellers
3.1 Legal Status of Agreeing to Sell a Digital Asset
- When a Seller agrees to sell a Digital Asset to a Buyer and the Buyer agrees to purchase that Digital Asset, then that agreement for the sale of the Digital Asset ("Sale Agreement") will be legally binding on both the Seller and the Buyer.
- An offer to purchase a Digital Asset, is binding and irrevocable on the Buyer.
- In the case of a bid at an Auction, the offer to purchase a Digital Asset will terminate once a higher bid is made by a third party.
- The Buyer`s offer to purchase a Digital Asset will not become binding upon a Seller until it is accepted by a Seller. This includes any bids made by the Buyer in an Auction which must be accepted by the Seller for the bid to be valid.
4. Fameswap’s Role in Relation to Listing Auctions and Classifieds
4.1 Fameswap.com provides a software engine and website to enable:
- Sellers and Buyers to meet;
- Sellers to place Listings to advertise their Digital Asset for sale; and
- Sellers to conduct Auctions, Classifieds or Catalog Sales of their Digital Asset.
4.2 You acknowledge and agree that:
- Fameswap is not an auctioneer;
- Fameswap does not conduct Auctions on behalf of Sellers. All Auctions are conducted by Sellers on their own behalf;
- Fameswap does not facilitate payments between Buyers and Sellers;
- Fameswap and its Associates are not responsible in any way for the compliance by each Buyer or Seller with the Sale Agreement. Fameswap do not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale of a Digital Asset or act lawfully in their use of Fameswap.com; and
- Fameswap merely provides the software and website (being Fameswap.com) by which Seller`s may conduct their own Auctions and Classifieds.
- Fameswap does not guarantee any claims or promises made by Sellers or Buyers.
- Fameswap does not monitor authenticity of any users or members of our site and will not be held liable for their actions.
- Fameswap is not liable for what happens in relation to Digital Assets after the Listing expires on fameswap.com
You agree that Fameswap is an independent service provider to you and is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of a Digital Asset. Fameswap`s only role in that sale is the role set out in clauses 4.1 and 4.2 above.
You agree that you do not have the power to bind Fameswap in relation to any obligation owing to a third party. You agree that by using the Services (either as Seller or Buyer) that Fameswap, in providing the Services and your access to Fameswap.com, is providing a platform for you to be introduced to other Sellers or Buyers (as the case may be). Fameswap is not a party to any transaction or agreement between any Seller or Buyer and is not responsible for any act or omission of any Seller or Buyer.
5.1 Fees payable by a Seller
When you, as a Seller, set up a Listing for the sale of your Digital Asset, you:
- May be required to pay an up-front Listing Fee with respect to the listing of the Digital Asset
5.2 How the Seller`s Fees are paid
When your Digital Asset is listed, an invoice for the Listing Fee will be automatically forwarded to you, which may be paid by credit card or any other payment form offered by Fameswap at the time.
5.3 Membership Level Fees
Fameswap may offer special membership levels, such as premium or pro, to its registered users. Fameswap may charge membership fees for those membership levels. Membership level fees may be paid by credit card or any other payment form offered by Fameswap at the time.
5.4 Fameswap credits are not used to pay the Purchase Price
You cannot pay Fameswap for Digital Assets of any Seller. Fameswap may only be used to pay for goods and services provided by Fameswap described in clause 5.1
5.5 Payments for Digital Assets
You cannot pay Fameswap for Digital Assets. Fameswap may only be used to pay for goods and services provided by Fameswap. Fameswap will not facilitate purchases of Digital Assets on its platform by taking payments (in monetary or other forms).
When acting as a Buyer, you agree to purchase Digital Assets with the Seller directly, You will be presented with Fameswap’s partner escrow program and proceed to transact with the Seller through that platform.
5.6 Fameswap is not an escrow service
- Fameswap offers "Fameswap Escrow", an escrow service powered by a third-party escrow provider (Payoneer Escrow), to sellers as a payment option. Fameswap is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid directly to Fameswap are property of Fameswap and Fameswap may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Fameswap are as set out in this clause 5 or under clause 6.
6. Processing of Refunds
6.1 How refunds are paid
If Fameswap issues you a refund, that refund will be paid to you using the same payment methods you used to pay any Fees to Fameswap or via any other method Fameswap chooses from time to time.
6.2 Withdrawal of a Classified or Auction
If you, as a Seller withdraw a Classified or Auction (where permitted by the Rules), then unless we otherwise expressly state to the contrary, there will be no refund of any amount of the Fees paid by the seller in respect of the Classified, Catalog Sale or Auction.
6.3 Circumstances in which a refund may be paid
- Fameswap may refund an amount of any Fameswap Fees paid by you if:
- any refund policy in the Rules entitle you to a refund; or
- Fameswap is required by law or considers that it is required by law to do so.
- Fameswap`s determination as to whether a refund is required by this clause is final and conclusive and may not be challenged by you.
7. Suspension of the Services
Without limiting Fameswap’s other rights arising under this Agreement, Fameswap may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:
- Fameswap considers that you have breached any of your obligations to Fameswap under this Agreement;
- Fameswap considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to Fameswap;
- you are using your User Account or the Services for illegal or fraudulent means or in a manner which Fameswap in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
- in Fameswap’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Fameswap’s servers or Fameswap’s other services;
- if a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of Fameswap`s notice and takedown procedures; or
- if Fameswap has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights.
- Fameswap may suspend the Services where permitted under clause 10.1 at any time including without limitation, during or after a Listing
- Fameswap’s suspension of the Services may, in Fameswap’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
- Fameswap may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.
For the avoidance of doubt, you may not make withdrawals of, or spend any Fameswap Credits during any period of suspension of your User Account. Further Fameswap may in its discretion retain the balance of all Fameswap Credits in your account towards compensating Fameswap for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the User Account suspension.
During a suspension of your User Account, any Listings (whether for Auction or Classified) will be suspended or terminated (as determined by us in our sole and absolute discretion).
You agree that you will only use the Personal Information of other Sellers or Buyers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of a Digital Asset. Unless separately agreed between you and another Seller or Buyer, you must not use their Personal Information for any other purpose.
You warrant to Fameswap and its third party providers that you will comply with all privacy laws and data protection laws in relation to the storage, use and transfer of Personal Information.
9. Your General Obligations
You agree that:
you will not use the Services for any illegal or fraudulent purpose or for any purpose other than participating in Classifieds or Auctions as a Seller or Buyer;
you will comply with all laws which must be complied with in relation to a Listing or the sale or purchase of a Digital Asset;
you will comply with any export restrictions which may apply to the export or import of Digital Assets or other Intellectual Property Rights to locations inside or outside USA or the territory in which you are located;
you warrant that you will not, by engaging Fameswap to provide the Services, place Fameswap in breach of any law or obligation owing to a third party;
you will not undertake any act or cause any omission which will bring Fameswap, its brand or other Sellers and Buyers into disrepute;
you will not use the Services in a manner that may lead to the suspension of the Services under clause 7.1; and
you will provide Fameswap with all information requested by Fameswap which Fameswap requires to provide the Services.
10. Term and Termination
This Agreement will commence on the date that you first create a User Account with Fameswap and will terminate at the later of the date that:
- the User Account is terminated or closed; or
- you otherwise permanently cease using the Services.
If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, or you otherwise recommence to use the Services, then you will again become bound by this Agreement at that time.
This Agreement and your User Account may be terminated by Fameswap at any time for any reason whatsoever with or without notice to you.
This Agreement may be terminated by Fameswap immediately on written notice to you:
- if you are in default or breach of this Agreement; and
- Fameswap has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;
- Fameswap has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or
- without cause by giving thirty (30) days notice to you.
Upon the termination of this Agreement:
- any Listings which you have placed on Fameswap.com will instantly terminate;
- Fameswap will, within a time period determined by Fameswap, withdraw the use of the Services from you;
- any Fameswap Balance Credits you hold will be cancelled immediately;
Clauses 11.2, 6, 8, 10.5, 12, 13 and 14 will survive the termination of this Agreement.
11. Creating a User Account to Use the Services
11.1 Creating a User Account
- You agree to create a User Account with Fameswap in order to use the Services.
- Your User Account will be created using Fameswap`s online sign up process, or any other method specified by Fameswap from time to time.
- Your User Account will permit you to login to Fameswap.com to manage your User Account, make use of Fameswap.com and to manage other details involving your relationship with Fameswap.
- You agree to keep confidential and secure any username or password used to access your User Account.
- You warrant that all information provided to Fameswap in the setup of your User Account is true and correct in every detail.
- All users of the Services must be 18 years of age or older. By creating a User Account, you represent and warrant to Fameswap that you are 18 years of age or older and you can form legally binding agreements under applicable law. You may however permit minors under 18 years of age to use your User Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your User Account occurs under your supervision at all times. If you do permit a minor to use your User Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify Fameswap against any loss, cost, expense or damage it may suffer as a result of the same.
- You agree to only maintain one User Account in relation to your use of the Services and Fameswap.com.
- You agree to provide Fameswap with all identification documents (including copies of passports and drivers licences) which Fameswap requests from you from time to time for the purposes of verifying your identity.
- You agree to receive email communications from Fameswap for commercial purposes. You are able to opt out of these emails later if you wish.
11.2 Use of Your User Account and Fameswap.com
You agree that you will only use your User Account and Fameswap.com for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing Fameswap.com, you will not:
- breach the Rules;
- resell or sublicense the use of Fameswap.com or your User Account to any other person;
- use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
- use your User Account to stalk or harass another person;
- use your User Account to impersonate any person in any way whatsoever;
- use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
- use your User Account for sending advertising, chain letters, junk mail, "spamming" or any other type of unsolicited email;
- forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services;
- use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
- use your User Account in such a way which damages Fameswap.com or denies access to Fameswap.com to other users of Fameswap.com;
- intentionally or recklessly use your User Account in a way that degrades the performance of Fameswap.com for other users; and
- cancel an Auction or Classified initiated by you (including any cancellation as a result of a termination of this Agreement) for the purpose of contracting separately with a Buyer you meet through Fameswap.com which results in you avoiding paying Fameswap any Fees (including a Success Fee). In these circumstances, without limiting Fameswap remedies against you, Fameswap may recover its lost Fees from you by suspending your User Account and/or deducting its loss from any Fameswap Balance Credits in your User Account.
12. Limitation of Liability and Implied Terms
You acknowledge that Fameswap and its Third Party Providers have made no warranties that the Services will be continuous or error free.
You acknowledge and agree that Fameswap and its Third Party Providers shall have no liability or responsibility to you whatsoever for any unauthorised withdrawals or unauthorised spend of your Fameswap Balance Credits, including where such withdrawal or spend arises from:
- any of the events described in clause 15; or
- any unauthorised use or access of your User Account or Fameswap.com.
You acknowledge and agree that Fameswap and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Fameswap under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 12.7 and 12.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
Subject to clauses 12.7 and 12.8, you agree that Fameswap and its Third Party Providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether or not as a result of any breach or default by, or any negligence of, Fameswap or its Third Party Providers.
The maximum aggregate liability of Fameswap under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement, will not exceed the amount of the Fees paid by you to Fameswap.
If the Trade Practices Act 1974 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by legislation, the liability of Fameswap is limited, at the option of Fameswap, to:
- in the case of goods, any one or more of the following:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
- in the case of services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Fameswap will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
You indemnify Fameswap, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of:
- any breach by you of any representation, warranty or term of this Agreement;
- any acts or omissions by you which are described in clause 7.1;
- any breach by you of your obligations to a third party, including another Seller or Buyer;
- any infringement by you of the rights of a third party including Intellectual Property Rights; and
- any legal proceedings threatened or initiated against Fameswap by a third party as a result of the events described in clause 13(a) to (d) above.
14. Intellectual Property
You acknowledge that Fameswap is the owner of all Intellectual Property Rights which subsist in your User Account and Fameswap.com (but not your Digital Asset). You acknowledge that you have no Intellectual Property Rights in your User Account or in Fameswap.com.
You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Digital Asset from a Seller to a Buyer will be set out in the Sale Agreement.
Each Seller warrants to Fameswap that its Digital Asset and its Listing at all times will not infringe the Intellectual Property Rights of a third party.
You acknowledge and agree that Fameswap will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Digital Asset or in relation to a Listing.
You hereby grant Fameswap a royalty free, irrevocable, worldwide, perpetual licence to display and use the contents of your Listing on Fameswap.com, including any excerpts from your Digital Asset which are contained in your Listing.
15. Force Majeure
You agree that Fameswap and its Third Party Providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Fameswap complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:
- fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
- denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
- a significant demand is placed on Fameswap`s services which is above the usual level of demand and which results in a failure of Fameswap`s software and hardware to function correctly;
- the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Fameswap; or
- any other circumstances or events which are beyond the reasonable control of Fameswap or the Third Party Provider (as the case may be).
Fameswap may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you ("Amendment Date"). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or Fameswap.com after the Amendment Date.
Unless otherwise requested in writing by you, Fameswap may use your corporate identity (if applicable) as part of promoting the Services and Fameswap in the market place.
Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:
- in the case of a notice delivered by hand, when so delivered;
- in the case of a notice sent by pre‑paid post, on the third day after the date of posting;
- in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or
- in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient`s email server that the email has been received by the recipient.
This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
Fameswap may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Fameswap (which may be withheld).
The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
This agreement is governed by, and must be construed in accordance with, the laws of the State of Delaware, USA and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware, USA and their Courts of Appeal.
17. Listing Rules
17.1 Listing Rules
Fameswap offers different types of listings, all of them follow these general rules:
- All listings are active for 30 days.
- Identical listings can not be posted multiple times until the old listing expires or is deleted by the Seller.
- All listings are confidential and require Buyer to get in touch with Seller privately, using Fameswap messaging system.
- You agree that Fameswap can terminate any listing at any time for any reason.
17.2 Description Guidelines
- Description should explain what your brand page is about, when it was created, who your audience is, etc.
- When creating multiple listings, description should be unique for each of your listings. no copy paste
- Do not include contact information in description. buyers will message you through Fameswap website.
- You agree that we can terminate your listing for not following description guidelines at any time.