Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, MENTORS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO MENTOR PAYING LEARNERS IN CERTAIN ACTIVITIES. THESE LAWS ARE OFTEN PART OF A CITY'S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, MENTORS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE RUNNING THEIR ACTIVITY OR ACCEPTING LEARNERS. CERTAIN TYPES OF ACTIVTIES MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. MENTORS SHOULD REVIEW LOCAL LAWS BEFORE LISTING AN ACTIVITY ON HEADSWAP.
Last Updated: October 23, 2015
TERMS OF SERVICE
If you are using the Site, Application or Services you are contracting with Casari & Murray, with respect to use of the Headswap Site, Application or Services, payments or payouts. (Casari & Murray are hereinafter referred to as "Headswap", "we", "us", or "our").
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH MENTORS MAY CREATE LISTINGS FOR EDUCATIONAL ACTIVITIES AND LEARNERS MAY LEARN ABOUT AND ENROL IN ACTIVITIES DIRECTLY WITH THE MENTOR. IN ADDITION ESTABLISHMENTS MAY CREATE LISTINGS FOR VENUES FOR SUCH ACTIVITIES, AND MENTORS AND LEARNERS MAY BOOK THESE VENUES FOR THEIR ECTIVITIES DIRECTLY THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT HEADSWAP IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MENTORS, HUBS AND LEARNERS, NOR IS HEADSWAP A SCHOOL OR EDUCATIONAL SERVICE PROVIDER. HEADSWAP HAS NO CONTROL OVER THE CONDUCT OF MENTORS, LEARNERS AND HUBS USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ACTIVITIES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
"Headswap Content" means all Content that Headswap makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
"Enrolment Request Period" means the time period starting from the time when an enrolment is requested by a Learner (as determined by Headswap in its sole discretion), within which a Mentor may decide whether to confirm or reject that enrolment request, as stated on the Site, Application or Services. Different Enrolment Request Periods may apply in different places.
"Collective Content" means Member Content and Headswap Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
"Learner" means a Member who requests from a Mentor an enrolment in an Activity via the Site, Application or Services, or a Member who partakes in an Activity and is not the Mentor.
"Mentor" means a Member who creates an activity Listing via the Site, Application and Services.
"Hub" is a page created by a member on behalf of an Establishment via the Site, Application and Services.
Hub Administrator" means a Member who lists a Hub and has the privileges to mange the activities of the Hub.
Venue" is a Listing created via a Hub or a Space available for rent or use for Activities via the Site, Application and Services.
"Listing" means an Activity or Space that is listed by a Mentor or Hub as open for enrolment (in the case of the former) or available for rental (in the case of the latter) via the Site, Application, and Services.
"Member" means a person who completes Headswap's account registration process, including but not limited to Mentors, Learners and Hub Administrators, as described under "Account Registration" below.
"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing or Member profile to be made available through the Site, Application or Services.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), that activity providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Headswap reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and enrolment in educational activities professional or amature ("Activities"). Such Activities are included in Listings on the Site, Application and Services by Mentor or Hubs. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to enroll in an Activity, Book a Venue or create a Listing, you must first register to create a Headswap Account (defined below).
As stated above, Headswap makes available an online platform or marketplace with related technology for Mentors, Learners and Hub Administrators to meet online and arrange for enrolments in educational activities or the bookings of Venues for those activities directly with each other. Headswap is not an owner or operator of properties, including, but not limited to, classrooms, meeting rooms, workshops, or any other venue that might be employed to facilitate an educational activity, nor is it a provider of educational activities, courses, classes, nor an employer of mentors in the administration of such activities. Unless explicitly specified otherwise in the Headswap platform, Headswap's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each Mentor and Hub administrator for the purpose of accepting payments from Learners or Mentors on behalf of the Mentor or Hub.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MENTORS AND LEARNERS CONNECTING AND ENROLING IN EDUCATIONAL ACTIVITIES DIRECTLY WITH EACH OTHER. HEADSWAP CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACTIVITIES OR VENUES. HEADSWAP IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS, ACTIVITIES AND VENUES. ACCORDINGLY, ANY ENROLMENTS AND BOOKINS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.
In order to access certain features of the Site and Application, and to enroll in a course or create a Listing, you must register to create an account ("Headswap Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third-Party Account"), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Headswap Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Headswap through the Site, Services or Application; or (ii) allowing Headswap to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Headswap and/or grant Headswap access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Headswap to pay any fees or making Headswap subject to any usage limitations imposed by such third-party service providers. By granting Headswap access to any Third-Party Accounts, you understand that Headswap will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your Headswap Account and Headswap Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Headswap Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Headswap's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Headswap Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Headswap makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Headswap is not responsible for any SNS Content.
Your Headswap Account and your Headswap Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Headswap Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Headswap reserves the right to suspend or terminate your Headswap Account and your access to the Site, Application and Services if you create more than one (1) Headswap Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Headswap Account, whether or not you have authorized such activities or actions. You will immediately notify Headswap of any unauthorized use of your Headswap Account.
Activity and Venue Listings
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Activity or Venue to be listed, including, but not limited to, the location, capacity, size, features, nature of the activity and availability of the Activity or Venue and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Venues must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to enroll in your Activity or book your Venue via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Learner requests enrolment in an Activity, or a Mentor or Learner requests a booking of your Venue, you may not request the Learner or Mentor to pay a higher price than in the enrolment or booking request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the enrolment in, or participation of a Learner, in an Activity, or the booking of, and use of a Venue at a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, lease or rental agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws and laws governing rentals of residential and other properties), Tax requirements, and rules and regulations that may apply to any Activities or Venues included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that Headswap assumes no responsibility for the compliance of a Mentor or Hub Administrator with any agreements with or duties to third parties, applicable laws, rules and regulations. Headswap reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Headswap, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Headswap's then-current Policies and Community Guidelines, or otherwise harmful to the Site, Application or Services.
If you are a Mentor, you understand and agree that Headswap does not act as an insurer or as your contracting agent. If a Learner requests to enroll in your activity and participated in that activity, any agreement you enter into with such Learner is between you and the Learner and Headswap is not a party to it. Notwithstanding the foregoing, Headswap serves as the limited authorized payment collection agent of the Mentor or Venue for the purpose of accepting, on behalf of the Mentor or Venue, payments from Learner or Mentor of such amounts stipulated by the Mentor or Venue (including cleaning or other fees and/or Taxes).
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request an enrolment in your activity or booking of your Venue, such as requiring Members to have a profile picture or verified phone number, in order to enroll in, or book your Activity or Venue. Any Member wishing to enroll in Activities or Book Venues included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "Mentoring" section of the Site, Application and Services.
If you are a Mentor or Hub Administrator, Headswap makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for enrolling in your Activities or booking your Venues. You acknowledge and agree that, as a Mentor or Hub Administrator, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Activity or Venue at your request or invitation, excluding the Learner (and the individuals the Learner invites to the Activity ot Venue, if applicable.)
Headswap recommends that Mentors or Hub Administrators obtain appropriate insurance for their Activities or Venues. Please review any insurance policy that you may have for your Venue or Activities carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Learners (and the individuals the Learner invites to the Activity or Venue, if applicable) while participating in your Activity or using your venue.
Headswap may offer Mentors and Hub Administrators the option of having photographers take photographs of their Activity or Venue. If you as a Mentor or Hub Administrator choose to have a photographer do this, the photographs taken will be made available to you to include in your Listing with a watermark or tag bearing the words "Headswap.com Verified Photo" or similar wording ("Verified Images"). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images. You alone are responsible for using the Verified Images and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing. All images, materials and content created by these photographers, including Verified Images, constitute Headswap Content, regardless of whether you include them in your Listing. You agree that Headswap may use the Verified Images for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.
Headswap does not endorse any Member nor any Activity nor any Venue. You understand that Verified Images are intended only to indicate a photographic representation of the Activity or Venue at the time the photograph was taken. Verified Images are therefore not an endorsement by Headswap of any Member or any Activity or any Venue. Members are required by these Terms to provide accurate information, and although Headswap may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.
Any references in the Site, Application or Services to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Headswap about any Member, including of the Member's identity and whether the Member is 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 Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to enroll in an activity with a mentor or book a venue, or accept enrollments and venue bookings, or to have any other interaction with any other Member. Headswap is not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Headswap with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any enrolments, bookings or Listings made by you. This limitation shall not apply to any claim by a Mentor or Hub Administrator against Headswap regarding the remittance of payments received from a Learner or Mentor by Headswap on behalf of a Mentor or Hub Administrator, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
Enrolments, Bookings and Financial Terms
"Activity Fees" means the amounts that are due and payable by a Learner in exchange for participation in the activity of a Mentor. The Mentor alone, and not Headswap, is responsible for the Activity Fees for his or her Listing. The Mentor or Hub may in his or her sole discretion decide to include in these amounts (i) any other fee permitted on the Headswap platform, or (ii) Taxes that the Mentor determines that he or she has to collect.
"Venue Fees" means the amounts that are due and payable by a Mentor or Learner in exchange for rental and booking of a Venue from a Hub Administrator. The Hub Administrator alone, and not Headswap, is responsible for the Venue Fees for his or her Listing. The Hub Administrator may in his or her sole discretion decide to include in these amounts (i) any other fee permitted on the Headswap platform, or (ii) Taxes that the Mentor determines that he or she has to collect.
"Learner Fees" means the fee that Headswap charges a Learner for the use of the Services, which is calculated as a percentage of the applicable Enrolment Fee. The Learner Fees will be displayed to the Learner when the Learner is asked whether to send an enrolment request to a Mentor.
"Mentor Fees" means the fee that Headswap charges a Mentor for the use of the Services, which is calculated as a percentage of the applicable Enrolment Fee. The Mentor Fees will be displayed to the Mentor when the Mentor is asked whether to confirm or reject an enrolment request from a prospective Learner.
"Service Fees" means collectively the Learner Fees and the Mentor Fees.
"Total Fees" means collectively the Activity Fees and the Venue Fees plus any Taxes.
Bookings and Financial Terms for Learners, Mentors and Hub Administrators.
If you are a Mentor or a Hub Administrator and an enrolment or booking is requested for your Activity or Venue via the Site, Application or Services, you will be required to either confirm or reject the request within the Request Period, otherwise the booking or enrolment request will automatically expire. When an enrolment or booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Learner or Mentor who has requested the booking or enrolment, (ii) a link to the Learner's Headswap Account profile page, (iii) if the Mentor, Learner and Hub Administrator have both connected their Headswap accounts to SNS, the names of any members of an SNS with whom you are "friends" or associated on the SNS if such individuals are also "friends" or associated with the Learner or Mentor on such SNS, and (iv) an indication of whether or not the Learner or Mentor has provided other information to Headswap, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a booking or enrolment request within the Request Period, any amounts collected by Headswap for the requested enrolment or booking will be refunded to the applicable Learner's credit card and any pre-authorization of such credit card will be released. When you confirm a booking requested by a Learne, Headswap will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.
Headswap will collect the Total Fees at the time of booking or enrolment confirmation (i.e. when the Mentor or Hub Administrator confirms the request) and will initiate payment of the Activity Fees or Venue Fees (less Headswap's Service Fees and any Taxes in respect of the Learner Fees, such as VAT in Europe) to the Hub or Mentor within 24 hours of when the activity occurs (except to the extent that a refund is due to the Learner or Mentor). The time it takes for the Hub or Mentor to receive payouts may depend upon the payout method chosen by the Hub or Mentor. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Hub or Mentor, including by deducting their charges from the payout amount.
If you owe or agree to pay any amount to Headswap (whether as a result of your enrolments bookings or actions as a Learner or otherwise), then Headswap may (but is not obliged to) withhold the amount owing to Headswap from any payout amounts due to you as a Mentor or Hub, and use the withheld amount to setoff the amount owed by you to Headswap. If Headswap does so, then your obligation to pay Headswap will be extinguished to the extent of the amount withheld by Headswap, and Headswap will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Headswap by you. Such communication may be made by Headswap or by anyone on its behalf, including but not limited to a third party collection agent.
Appointment of Headswap as Limited Payment Collection Agent for Mentor and Hub
Each Mentor and Hub hereby appoints Headswap as the Mentor or Hub's limited payment collection agent solely for the purpose of accepting the Activity Fees from Learners and Mentors.
Each Mentor and Hub agrees that payment made by a Learner or Mentor via Headswap, shall be considered the same as a payment made directly to the Mentor or Hub, and the Mentor or Hub will make the Activity or Venue available to the Learner or Mentor in the agreed-upon manner as if the Hub or Mentor has received the Activity Fees or Venue Fees. Each Hub or Mentor agrees that Headswap may, in accordance with the cancellation policy selected by the Hub or Mentor and reflected in the relevant Listing, (i) permit the Learner or Mentor to cancel the booking or enrolment and (ii) refund (via Headswap) to the Learner or Mentor that portion of the Activity Fees or Venue Fees specified in the applicable cancellation policy. Each Mentor or Hub understands that as Headswap accepts payments from Learners and Mentors as the limited payment collection agent or the Mentor or Hub and that Headswap Payments' obligation to pay the Mentor of the Hub is subject to and conditional upon successful receipt of the associated payments from the Mentor or Learner. Headswap does not guarantee payments to Mentors of Hubs for amounts that have not been successfully received by Headswap from Learners or Mentors. In accepting appointment as the limited authorized agent of the Hub or Mentor, Headswap assumes no liability for any acts or omissions of the Mentor or Hub.
Please note that Headswap does not currently charge fees for the creation of Listings. However, you as a Mentor or Hub acknowledge and agree that Headswap reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Headswap will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.
Bookings and Financial Terms for Learners or Mentors
The Mentor and Hub, not Headswap, are solely responsible for honoring any confirmed bookings or enrolments and making available any venues or running any activities booked or enrolled in through the Site, Application and Services. If you, as a Learner or Mentor, choose to enter into a transaction with a Mentor or Hub for the booking of a Venue or enrolment in a course, you agree and understand that you will be required to enter into an agreement with the Mentor or Hub and you agree to accept any terms, conditions, rules and restrictions associated with such Activity or venue imposed by the Mentor or Hub. You acknowledge and agree that you, and not Headswap, will be responsible for performing the obligations of any such agreements, that Headswap is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Headswap disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Headswap is not a party to the agreement between you and the Mentor or Hub, Headswap acts as the Mentor's or Hub's payment collection agent for the limited purpose of accepting payments from you on behalf of the Mentor or Hub. Upon your payment of the Total Fees to Headswap, your payment obligation to the Mentor or Hub for the Activity or Venue Fees is extinguished, and Headswap is responsible for remitting the Activity Fees or Venue Fees (less the Service Fees and any Taxes in respect of the Service Fees, such as VAT in Europe), in the manner described in these Terms. In the event that Headswap does not remit any such amounts as described in these Terms, such Mentor or Venue will have recourse only against such Headswap entity.
The Total Fees payable will be displayed to a Learner or Mentor before the Learner or Mentor sends an enrolment or booking request to a Mentor or Hub. As noted above, the Mentor or Hub is required to either confirm or reject the enrolment or booking request within the Request Period; otherwise, the requested enrolment or booking will be automatically cancelled. If a requested enrolment or booking is cancelled (i.e. not confirmed by the applicable Mentor or Hub), any amounts collected by Headswap will be refunded to such Learner or Mentor, depending on the selections the Learner or Mentor makes via the Site and Application, and any pre-authorization of such Learner or Mentor's credit card will be released, if applicable.
You as a Learner or Mentor agree to pay Headswap for the Total Fees for any enrolment or booking requested in connection with your Headswap Account if such requested enrolments or bookings are confirmed by the applicable Mentor or Hub. In order to establish an enrolment or booking pending the applicable Mentor's or Hub's confirmation of your requested enrolment or booking, you understand and agree that Headswap, on behalf of the Mentor or Hub, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. As a general rule, Headswap will collect the Total Fees due once Headswap receives confirmation of your enrolment or booking from the applicable Mentor or Hub; if necessary, Total Fees may instead be collected at a later point. Please note that Headswap cannot control any fees that may be charged to a Learner or Mentor by his or her bank related to Headswap’s collection of the Total Fees, and Headswap disclaims all liability in this regard.
In consideration for the use of Headswap’s online marketplace and platform, Headswap charges the Service Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Learner Fees and Mentor Fees. Headswap deducts the Mentor Fees from the Activity Fees before remitting the balance to the Mentor as described in these Terms. Learner Fees are, as noted above, included in the Total Fees.
Balances will be remitted by Headswap to Mentors or Hubs via check, PayPal, direct deposit or other payment methods, as described on the Site or via the Application, in the Mentor or Hub's currency of choice, depending upon the selections the Mentor or Hub makes via the Site, Application and Services. Amounts may be rounded up or down as described the "Rounding Off" section below.
Please note that Headswap, may impose or deduct foreign currency processing costs on or from any payments or payouts by Headswap in currencies other than CHF. More information on any such costs or deductions will be available via the Site and Application. Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Learner or Mentor, you cancel your requested enrolment or booking before the requested enrolment or booking is confirmed by a Mentor or Hub, Headswap will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Learner or Mentor, you wish to cancel a confirmed enrolment or booking made via the Site, Application and Services, either prior to or upon the first Activity session, the cancellation policy of the Mentor or Hub contained in the applicable Listing will apply to such cancellation. Our ability to refund the Activity Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. The Learner Fee is non-refundable regardless of the cancellation policy selected by the Mentor or Hub.
If a Mentor or Hub cancels a confirmed enrolment or booking made via the Site, Services, and Application, (i) Headswap will refund the Total Fees for such enrolment or booking to the applicable Learner or Mentor within a commercially reasonable time of the cancellation and (ii) the Learner or Mentor will receive an email or other communication from Headswap containing alternative Listings and other related information. If the Learner or Mentor requests an enrolment or booking from one of the alternative Listings and the Mentor or Hub associated with such alternative Listing confirms the Learner's or Mentor's requested enrolment or booking, then the Learner or Mentor agrees to pay Headswap the Total Fees relating to the confirmed enrolment or booking for the Activity or Venue in the alternative Listing, in accordance with these Terms.
If, as a Mentor or Hub, you cancel a confirmed enrolment or booking, you agree that Headswap may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that an enrolment or booking was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payouts or charged to the credit card on file in your Headswap Account). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, Headswap may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application and Services. Headswap may also determine, in its sole discretion, to refund to the Learner or Mentor part or all of the amounts charged to the Learner or Mentor in accordance with the User Refund Policy. You agree that Headswap and the relevant Learner or Mentor or Mentor or Hub will not have any liability for such cancellations or refunds.
If, as a Mentor or Hub, your Learner or Mentor cancels a confirmed enrolment or booking or Headswap decides that it is necessary to cancel a confirmed enrolment or booking, and Headswap issues a refund to the Learner or Mentor in accordance with the User Refund Policy or other applicable cancellation policies, you agree that in the event you have already been paid Headswap shall be entitled to recover the amount of any such Learner or Mentor refund from you, including by subtracting such refund amount out from any future Mentor Fees due to you.
Headswap may, in its sole discretion, round up or round down amounts that are payable from or to Learners or Mentors or Mentors or Hubs to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Headswap will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, Headswap may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Headswap to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Some Mentor or Hubs may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the Mentor or Hub does in fact make the donation he or she pledged to make. In such cases, the Mentor or Hub in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require us to collect appropriate tax information from our Mentor or Hubs, or to withhold taxes from payouts to Mentor or Hubs, or both.
You as a Mentor or Hub understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Headswap cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a Mentor or Hub, Headswap may issue a valid VAT invoice to such Mentor or Hub.
Damage to Venues
As a Learner or Mentor, you are responsible for leaving the Venues in the condition it was in when you arrived. You acknowledge and agree that, as a Learner or Mentor, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Venue. In the event that a Mentor or Hub claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your Headswap Account. Headswap also reserves the right to charge the credit card on file in your Headswap Account, or otherwise collect payment from you and pursue any avenues available to Headswap in this regard, including using Security Deposits, in situations in which you have been determined, in Headswap’s sole discretion, to have damaged any Venues, including but not limited to any payments made by Headswap to Mentor or Hubs. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Venue to the applicable Mentor or Hub or to Headswap (if applicable).
Both Learners or Mentors and Mentors or Hubs agree to cooperate with and assist Headswap in good faith, and to provide Headswap with such information and take such actions as may be reasonably requested by Headswap, in connection with any complaints or claims made by Members relating to Venues or any personal or other property located at a Venue or with respect to any investigation undertaken by Headswap or a representative of Headswap regarding use or abuse of the Site, Application or the Services. If you are a Learner or Mentor, upon Headswap’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Mentor or Hub, at no cost to you, which process will be conducted by Headswap or a third party selected by Headswap or its insurer, with respect to losses for which the Mentor or Hub is requesting payment from Headswap under the Headswap Mentor or Hub Guarantee.
Overstaying without the Mentor's or Hub's Consent
Learner or Mentors agree that a confirmed booking is merely a license granted by the Mentor or Hub to the Learner or Mentor to enter and use the Venue for the limited duration of the confirmed reservation. Learner or Mentors further agree to leave the Venue no later than indicated in the booking time that the Mentor or Hub specifies in the Listing or such other time as mutually agreed upon between the Mentor or Hub and Learner or Mentor. If a Learner or Mentor stays past the agreed upon time without the Mentor's or Hub's consent, they no longer have a license to stay in the Venue and the Mentor or Hub is entitled to make the Learner or Mentor leave. In addition, Learner or Mentors agree that the Mentor or Hub can charge the Learner or Mentor, for each hour that the Learner or Mentor stays over the agreed period without the Mentor's or Hub's consent, an additional fee of two times the average Venue Fee originally paid by the Learner or Mentor to cover the inconvenience suffered by the Mentor or Hub, plus all applicable Service Fees, Taxes, and any legal expenses incurred by the Mentor or Hub to make the Learner or Mentor leave (collectively, "Additional Sums"). Learner or Mentors agree that Headswap, in its role as limited collection agent for the Mentor or Hub, shall charge the Learner's or Mentor's credit card or other payment methods it has on file to collect these Additional Sums. In addition, Headswap may recover any costs and expenses it incurs in collecting the Additional Sums by charging the Learner or Mentor's credit card or other payment method on file.
Headswap’s online platform facilitates enrolments and bookings between Learner or Mentors and Mentor or Hubs who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the Headswap platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.
"Display Currency" means the currency in which users view Listing prices on the Headswap platform. Learner or Mentors may choose and change the Display Currency in order to view the pricing for a Listing in a number of different supported currencies.
"Enrolment or Booking Currency" means the currency in which a Learner or Mentor has to pay for his or her enrolment or booking. At the time the Learner or Mentor submits an enrolment or booking request, the Headswap platform will select the Enrolment or Booking Currency, based on the Learner's or Mentor's country of origin and the payment methods available for that country. Headswap supports only a certain number of currencies as Enrolment or Booking Currencies. The Enrolment or Booking Currency for an enrolment or booking may be different from the relevant Listing Currency.
"Listing Currency" means the currency in which a Listing's price is set. The Listing Currency is set by the Mentor or Hub.
"Payout Currency" means the currency in which a Mentor's or Hub's payout will be paid to the Mentor or Hub. The Payout Currency is set by the Mentor or Hub.
"Base Exchange Rate" means a system-wide rate used by Headswap for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by Headswap. Headswap establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com).
"Adjusted Exchange Rate" means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by Headswap for its holding costs and foreign currency risks.
Foreign currency conversions on the Headswap platform
Headswap will process a foreign currency conversion in the following situations:
- The Display Currency is different from the Listing Currency when a user views a Listing: Headswap will calculate the estimated Total Fees in the Display Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the view to the estimated Total Fees in the Listing Currency. The Adjusted Exchange Rate will be applied if the Display Currency is a supported Booking Currency, and it is different from the Listing Currency. Otherwise, the Base Exchange Rate will be applied.
- The Enrolment or Booking Currency is different from the Listing Currency when a Learner or Mentor submits an enrolment or booking request for a Listing: Headswap will calculate the Total Fees in the Enrolment or Booking Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the enrolment or booking request to the Total Fees in the Listing Currency. The Learner or Mentor will be able to view the actual exchange rate applied. The Learner or Mentor Fee, which is a percentage of the applicable Activity Fees or Venue Fees, will be calculated based on the Activity Fees or Venue Fees in the Enrolment or Booking Currency (i.e. after conversion from the Listing Currency). The Adjusted Exchange Rate will be applied if the Display Currency is the same as the Enrolment or Booking Currency, and it is different from the Listing Currency for the Listing. Otherwise, the Base Exchange Rate will be applied.
- The Payout Currency is different from the Listing Currency when Headswap initiates a payout: generally, Headswap will calculate the payout to the Mentor or Hub, by applying the Base Exchange Rate on the date that Headswap initiates the payout to the Activity Fees or Venue Fees (less Headswap’s Mentor Fees and any Taxes in respect of the Mentor Fees, such as VAT in Europe) in the Listing Currency. The Mentor or Hub will be able to view the actual exchange rate applied in his or her transaction history in the Site or Application. In some cases where the payout method selected by the Mentor or Hub involves certain third-party payment processors (such as Western Union), (i) Headswap will send the payout amount to the processor in a major currency (e.g. US dollars), by applying the relevant Base Exchange Rate for the Listing Currency to that major currency, (ii) the Mentor or Hub will be able to view the payout amount sent by Headswap in that major currency in his or her transaction history in the Site or Application, and (iii) the processor will calculate the actual payout to the Mentor or Hub by applying its own foreign currency conversion rate for that major currency to the Payout Currency.
- When a confirmed enrolment or booking is modified or cancelled, and there had been a foreign currency conversion when the enrolment or booking was submitted: the foreign currency conversion for any additional payments required of the Learner or Mentor or any refund to the Learner or Mentor will be processed at the same rate as applied to the earlier payment by the Learner or Mentor.
When you as a Learner or Mentor submit an enrolment or booking request for a Listing, you will be able to view the actual exchange rate used to calculate the Total Fees in the Enrolment or Booking Currency. Where the Adjusted Exchange Rate is applied, you will be able to view the mark-up included in the rate. The actual exchange rate (and any mark-up included in the rate) will also be stated in the billing receipt for your booking.
Headswap updates the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, Headswap does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Enrolment or Booking Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to Headswap.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
- use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to educational activities;
- "stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Headswap Learner or Mentor or Mentor or Hub;
- offer, as a Hub, any Venue that you do not yourself own or have permission to rent;
- offer, as a Hub, any Venue that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a property rental agreement;
- register for more than one Headswap Account or register for a Headswap Account on behalf of an individual other than yourself;
- unless Headswap explicitly permits otherwise, enrolling in a course or request or book any Venue if you will not actually be attending the Activity or using the venue yourself;
- contact a Mentor or Hub for any purpose other than asking a question related to an enrolment or booking, such Mentor's or Hub's Activity or Venue Listings;
- contact a Learner or Mentor for any purpose other than asking a question related to an enrolment or booking or such Learner's or Mentor's use of the Site, Application and Services;
- recruit or otherwise solicit any Mentor or Hub or other Member to join third-party services or websites that are competitive to Headswap, without Headswap’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content to find a Mentor or Hub or Learner or Mentor and then complete an enrolment or booking of an Activity or Venue independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Headswap’s provision of the Services or for any other reasons;
- as a Mentor or Hub, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to honor;
- post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Headswap’s name, any Headswap trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without Headswap’s express written consent;
- access, tamper with, or use non-public areas of the Site, Application or Services, Headswap’s computer systems, or the technical delivery systems of Headswap’s providers;
- attempt to probe, scan, or test the vulnerability of any Headswap system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Headswap or any of Headswap’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
- accept or make a payment for Activity Fees outside Headswap. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Headswap harmless from any liability for such payment.
Headswap has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Headswap may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Headswap or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Headswap, its users, or members of the public. You acknowledge that Headswap has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Headswap reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Headswap, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of Switzerland and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Headswap and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
Our Services have different products and offerings, so sometimes additional terms or product requirements may apply to your use of those products. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.
Subject to your compliance with these Terms, Headswap grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Headswap reserves all rights in the Application not expressly granted to you by these Terms.
Headswap Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Headswap grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Headswap Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Headswap or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Headswap a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. Headswap does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Headswap the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Headswap’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services 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.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Headswap is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Headswap of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Headswap used herein are trademarks or registered trademarks of Headswap. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us, through the " Contact" section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Headswap and you hereby irrevocably assign to Headswap and agree to irrevocably assign to Headswap all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Headswap’s request and expense, you will execute documents and take such further acts as Headswap may reasonably request to assist Headswap to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Headswap respects copyright law and expects its users to do the same. It is Headswap’s policy to terminate in appropriate circumstances the Headswap Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Headswap’s Copyright Policy for further information.
Suspension, Termination and Headswap Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Headswap Account. 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 Headswap Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your Headswap Account, your Member Content, or receive assistance from Headswap Customer Service, (b) any pending or accepted future bookings as either Mentor or Hub or Learner or Mentor will be immediately terminated, (c) we may communicate to your Learners or Mentors or Mentors or Hubs that a potential or confirmed booking has been cancelled, (d) we may refund your Learners or Mentors in full for any and all confirmed reservations, irrespective of preexisting cancellation policies, (e) we may contact your Learners or Mentors to inform them about potential alternate Activities or Venues with other Mentors or Hubs that may be available on the Site, Application and Services, and (f) you will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Headswap Account. You may cancel your Headswap Account at any time via the "Cancel Account" feature of the Services or by sending us an email. Please note that if your Headswap Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT HEADSWAP DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, LEARNERS OR MENTORS AND MENTORS OR HUBS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HEADSWAP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HEADSWAP MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACTIVITIES OR VENUES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HEADSWAP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACTIVITIES, VENUES, MENTORS OR HUBS, LEARNERS OR MENTORS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HEADSWAP OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY MENTORS OR HUBS OR LEARNERS OR MENTORS. YOU UNDERSTAND THAT HEADSWAP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ACTIVITIES OR VENUES. HEADSWAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, LEARNERS OR MENTORS AND MENTORS OR HUBS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY HEADSWAP. NOTWITHSTANDING HEADSWAP’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE MENTOR OR HUBS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM LEARNERS OR MENTORS ON BEHALF OF THE MENTORS OR HUBS, HEADSWAP EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY LEARNER OR MENTOR OR OTHER THIRD PARTY.
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 SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR ENROLMENTS OR BOOKING OF ANY ACTIVITIES OR VENUES VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF HEADSWAP WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER HEADSWAP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR ENROLMENT OR BOOKING OF ANY ACTIVITY OR VENUE VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEADSWAP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE MENTORS OR HUBS PURSUANT TO THESE TERMS, IN NO EVENT WILL HEADSWAP’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR ENROLMENT OR BOOKING OF ANY ACTIVITY OR VENUE VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ACTIVITY OR HUB OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR ENROLMENTS OR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A LEARNER OR MENTOR IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A MENTOR OR HUB, THE AMOUNTS PAID BY HEADSWAP TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEADSWAP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Headswap and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) enrolment or booking of an Activity or Hub, or (iii) creation of a Listing; and (d) the use, condition or rental of a venue or participation in an activity by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of an enrolment, booking or participation in an Activity.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws.
If you participate in an activity with or Mentor or use a venue provided by a Hub anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Headswap by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between Headswap and you regarding the Site, Application, Services, Collective Content, and any enrolments or bookings or Listings of Activities or Venues made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Headswap and you regarding bookings or listings of Activities or Venues, the Site, Application, Services, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Headswap’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Headswap may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Headswap (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Jurisdiction and Governing Law
Your agreement with Headswap, including these conditions and all other matters referred to above, is governed exclusively by the laws of Switzerland. You and Headswap agree to seek in good faith to resolve any disputes through good-faith discussion, negotiation and mediation before resorting to litigation. Any dispute not so resolved shall be subject to the exclusive jurisdiction of the courts of the Canton of Vaud, Switzerland. Headswap does not accept any other jurisdiction unless otherwise explicitly agreed by it in writing. You will consent to any action by us taken to stop or prevent you from bringing an action in breach of this clause, and to indemnify us for our costs in bringing such an action.
Neither you nor Headswap are / is liable for failure to fulfil obligations due to circumstances beyond the reasonable control of the affected party, but both you and Headswap undertake to take all reasonable measures to limit the duration and effect of those circumstances and to find other ways of fulfilling your obligations.
If you have any questions about these Terms, please contact Headswap.