SAYSWAP, INC. TERMS OF SERVICE

Revised Nov. 12, 2007

1. ACCEPTANCE OF TERMS.

SaySwap, Inc. and SaySwap.com and its partner sites (hereinafter, "SaySwap", "SaySwap.com" or "The Company") provide their services to you subject to the following Terms of Service ("TOS"). Any updates to this TOS will be posted on the SaySwap website, and your continued use of our services after any such update constitutes binding acceptance of such changes.

2. DESCRIPTION OF SERVICE.

The Company provides an online service that provides, among other things, peer to peer exchange of video games and other products, educational, entertainment-related, social networking, commercial, and communications-related content, tools, and links (collectively, the "Service"). Unless explicitly stated otherwise, any new features added to or augmenting the Service are subject to this TOS.

3. UNLAWFUL USE AND CONDUCT.

You agree that your use of the Service must comply with all applicable local, state, national, and international laws, and that you will not use the service for any illegal purpose.

4. MEMBERSHIP.

Some functions of this Service may require you to register as a user ("User") by selecting a unique member identification ("User Name") and password, and providing certain information about yourself. In registering to be a User, you represent that you are age 13 or over, and agree to provide accurate, current, and complete information about yourself as prompted, and to maintain and promptly update the information to ensure that it remains accurate, current, and complete. If you provide any information that SaySwap.com believes to be inaccurate, not current, or incomplete, or if you select a User Name that SaySwap.com, in its sole discretion, finds offensive or inappropriate, SaySwap.com has the right to suspend or terminate your account and refuse any and all current or future use of the Service. Membership in the SaySwap.com service is intended for individuals 13 and over. Individuals under 13 may not obtain a User Name.

You agree to (a) keep your password confidential and to only log in with your User Name and password, (b) ensure that you exit from your account at the end of each session, and (c) immediately notify SaySwap.com of any unauthorized user of your User Name and/or password. You are fully responsible for all activities that occur under your User Name. SaySwap.com will not be liable for any loss or damage arising from your failure to comply with this Section.

5. SAYSWAP.COM PRIVACY POLICY.

Information that you provide at registration, as well as certain other information about you, is subject to our Privacy Policy.

6. USER CONDUCT.

You understand and agree that all information, data, text, software, images, music, sounds, photographs, graphics, video, messages, goods, products, services or other materials (collectively, the "Content") are the sole responsibility of the individual or entity from which such Content originated. SaySwap.com is not responsible for any Content posted, displayed, uploaded, stored, or transmitted by any User or other originator of said content. This means that you, and not SaySwap.com, are entirely responsible for all Content that you post, display, upload, store or transmit through the Service. SaySwap.com cannot guarantee the truthfulness, authenticity, quality or accuracy of said Content. Under no circumstances will SaySwap.com be liable in any way for any content, including, without limitation, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

You acknowledge that SaySwap.com does not pre-screen Content, but that SaySwap.com and its designees shall have the right (but not the obligation) in their sole discretion to refuse, change, delete, or revise any Content that is available via the Service. Without limiting the foregoing, SaySwap.com and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. Any decision to refuse, move, or remove content is within the sole discretion of SaySwap.com, its employees, agents, and appointed designees. You agree that any improper, abusive, fraudulent, and/or illegal activity or violation of the TOS may be grounds for immediate termination of your membership. You further agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by SaySwap.com or submitted to SaySwap.com.

If you are entering Comments for any business purpose, including advertising or promotional reasons, you must categorize the Comments as Business / Advertising / Promotion. Failure to do so may result in termination of your account and denial of future access to the Service. SaySwap.com and its designees shall have the right, at their sole discretion, to refuse any commercial Content for any reason.

By using or accessing the Service, you hereby agree to refrain from the following:

(a) uploading, posting, transmitting, or displaying materials containing obscene or pornographic content;

(b) uploading, posting, transmitting, or displaying content that is unlawful, harmful, defamatory, threatening, abusive, harassing, tortious, vulgar, libelous, invasive of another's privacy, hateful or otherwise offensive or objectionable. This includes, by way of example, content that promotes or condones bigotry, prejudice, racism, or hatred, as well as other content that is racially or ethnically objectionable;

(c) uploading, posting, transmitting, or displaying content that exploits children or otherwise harms minors;

(d) violating the rights of another individual or entity, including but not limited to intellectual property rights;

(e) uploading, posting, transmitting, or displaying content, including tags placed on user content, that infringes on any patent, trademark, service mark, copyright, trade secret, right of publicity, or other proprietary right;

(f) uploading, posting, transmitting, displaying, or linking to material used to circumvent copy-protected devices and software, including serial or registration numbers for software programs, cracker utilities, software used for game emulation;

(g) interfering with or disrupting the Service and/or the servers or networks connected to the Service;

(h) uploading, posting, transmitting, or displaying unsolicited advertisements, promotional materials, "spam", "junk mail", "chain letters", and "pyramid schemes";

(i) stalking or otherwise harassing another person;

(j) impersonating any person or entity, including, but not limited to, a SaySwap.com employee, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

(k) forging or intentionally modifying headers or other information for the purpose of disguising the origin of any Content transmitted through the Service;

(l) uploading, posting, transmitting, or displaying any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(m) uploading, posting, transmitting, or displaying any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(n) violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(o) promoting or providing instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices; and/or

(p) offering for sale or selling any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, (iii) Is not the original game disc, or is an illegally downloaded version of a game, such as a CD-R copy, or (iv) SaySwap.com determines, in its sole discretion, is inappropriate for sale through the Service.

(q) posting email addresses, phone numbers, or other contact information for the intention of making trades with users through message boards, without the use of Trading Tokens and Purchase Points.

You understand that your Content may be transmitted over various networks and changed to conform and adapt to technical requirements.

7. BILLING.

The Company may offer a free trial, promotions or other incentives from time to time. These offers may be available for a limited time period. At the end of any free trial, promotion or incentive you will begin to be billed automatically unless you cancel as required by the Company. You agree that as a User we are permitted to automatically charge or debit, as applicable, without further notice the fees you incur in your use of the Service. * The notice "Register Today, interact with fellow gamers, and receive your first game absolutely FREE", and other similar statements in the Website refer to Purchase Points only. Users may be required to purchase Trading Tokens for any trade.SaySwap.com will not provide refunds for any portion of purchases made for Trading Tokens and/or Purchase Points. Additionally, The Company will not reimburse or pay back a user the dollar value of any games which the user has shipped out to other users.

You are responsible to ensure that your mailing address is accurate and updated for any changes. If a game is mailed to the address you have registered, then you will be charged one trading token, even if you do not reside at that address and do not receive the game. Only, if the game is returned to the sender will you receive a refund of your purchase points.

8. TERMINATION.

You agree that SaySwap.com may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your Service, and remove or discard from the Service any Content associated with your User Name. Grounds for such termination may include, but not be limited to, (a) extended periods of inactivity, (b) violating or acting inconsistently with the letter or spirit of this TOS, (c) discontinuance or material modification of the Service, or (d) requests by law enforcement or other government agencies. SaySwap.com may also in its sole discretion and at any time, discontinue providing this site and/or the Service, or any part thereof, with or without notice. Any fees paid by a User are non-refundable.

User agrees not to commit fraud using the Services. Examples of fraud include, but are not limited to, committing to send a Video Game but not actually sending it, claiming a Video Game was never received when in fact it was, claiming a Video Game is lost, broken, incorrect, scratched or otherwise problematic when it is not, and other similar events.

In addition, in the event a User claims more three (3) instances of a lost, broken, incorrect, scratched or otherwise problematic Video Games received by that User, SaySwap may, at its sole and complete discretion, determine that the User is not eligible for the SaySwap Safety Plan and may elect not to apply any credit to the user's account for such lost, broken, incorrect, scratched or otherwise problematic Video Games. In addition to suspending or terminating a User's account or access to the Services, SaySwap may pursue any remedies available at law.

9. INTELLECTUAL PROPERTY.

SaySwap.com does not claim ownership of the Content you place or otherwise make available through the Service. By submitting Content for inclusion on the Service, you grant SaySwap.com a world-wide, perpetual, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, publicly perform, publicly display and publish the Content solely for the purpose of providing and promoting the Service in any and all media. This license exists for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or SaySwap.com removes the Content from the Service. In addition, should you opt, while uploading content, to allow codes to be generated enabling others to link to your content and/or display it on their webpages, you agree that such content may be linked to or displayed by non-SaySwap websites and you consent to such linking or display.

Except for user-contributed Content, all aspects of the Service and the www.SaySwap.com website, including but not limited to the graphics, text, audio, images, pictures, icons, movies, video, layout, and look and feel of the site is protected by copyrights, trademarks, service marks, and/or other proprietary rights under the laws of the U.S. and other countries. The web site and all the content contained therein is, among other things, protected as a collective work or compilation under applicable U.S. law and other laws and treaties. By using or accessing this Service you agree to comply with all state and federal laws that protect SaySwap.com's proprietary interest in the material appearing on the Service and the website. All materials and Content from the Service may be downloaded and/or reprinted for personal use only. Except as expressly authorized by SaySwap.com, you agree not to modify, rent, distribute, lease, loan, sell, or exploit for any commercial purpose any portion of the Service, use of the Service, or access to the Service, and not to create derivative works based on the Service, in whole or in part.

SaySwap.com does not want to receive confidential or proprietary information from you through the Service or by email. In the absence of an express written agreement between you and an authorized SaySwap.com employee, any material, information or idea you transmit to SaySwap.com by any means may be disseminated or used by SaySwap.com or its affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to personal information that is subject to our Privacy Policy, which is subject to separate provisions.

Users may not copy Video Games. A User's access to the Service may be immediately terminated in the event the User uses the Service for illegal purposes or makes unlawful copies of Video Games or unlawfully distributes Video Games. As a User, you acknowledge and agree that you have valid title and ownership rights to any Video Games that you make available on this Site. You are aware that not all Video Games are available via the Service and SaySwap does not guarantee any User will receive any Video Game.

10. TRADEMARKS AND SERVICE MARKS.

SaySwap, and SaySwap.com are service marks of SaySwap, Inc. All rights are reserved.

11. NOTIFICATION AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT OR INTELLECTUAL PROPERTY INFRINGEMENT.

SaySwap.com will take appropriate actions in response to notice of copyright infringement. Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the "Notice"), and must include substantially all of the following: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; (b) a description of the copyrighted work or works that you claim have been infringed ("infringed work") and identification of what material in such work(s) is claimed to be infringing ("infringing work") and which you request to be removed or access to which is to be disabled; (c) a description of the exact name of the infringing work on this site or the Service (and the location of the infringing work, if it appears on this site or the Service) or if the infringing work appears on a site linked to from this site or the Service where the material that you claim is infringing is located on such site; (d) information sufficient to permit SaySwap.com to contact you, such as your physical address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner's behalf.

To reach SaySwap.com's Copyright Agent for Notice of claims of copyright infringement:

By email:
info@sayswap.com

By mail:
SaySwap, Inc.
Copyright Agent
PO Box 2541
Maple Grove, MN 55311

The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this Site or the Service. The Copyright Agent will not respond to any other inquiries.

12. LINKING.

Subject to the limitations specified in this Section, SaySwap.com grants you a non-exclusive, non-assignable royalty-free license to use the SaySwap and SaySwap.com marks solely for the purpose of providing an underlined, hypertext link from your web site to the home page of www.SaySwap.com (URL http://www.SaySwap.com). You agree not to deep link to any page that is one or more layers beyond the home page, or to publish links to any page on the Service other than the home page, except if you use codes authorized by the user who uploaded the content and provided by SaySwap for the purpose of linking from other sites. You also agree not to publish a link to www.SaySwap.com from any page that contains content, information, or other material prohibited by Section 5 of this TOS.

13. FRAMING.

By using or accessing this site or Service, you agree not to "frame" all or any portion of the site or Service unless you receive the prior written consent of SaySwap.com, or you use codes authorized by the user who uploaded the content and provided by SaySwap for the purpose of linking from other sites. Inquiries about framing this site can be sent to the following e-mail address: info@sayswap.com. Any decision to grant or deny a request to frame the site is within the sole discretion of SaySwap.com, its employees, agents, and appointed designees.

14. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SAYSWAP.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. SAYSWAP.COM ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR MIS-DELIVERY OF ANY CONTENT, OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER CONTENT.

(B) ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

(C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAYSWAP.COM OR THROUGH THE SAYSWAP.COM SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

15. LIMITATION ON LIABILITY.

YOU UNDERSTAND AND AGREE THAT SAYSWAP.COM SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SAYSWAP.COM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

16. EXCLUSIONS AND LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. INDEMNIFICATION.

YOU AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SAYSWAP.COM, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES AGAINST CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING BROUGHT AGAINST SAYSWAP.COM, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES TO THE EXTENT SAID CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING ARISES OUT OF, OR IS RELATED TO YOUR CONTENT, YOUR USE OF OR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THIS TOS, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WITHOUT LIMITATION TO THE FOREGOING, THE INDEMNIFICATION AGREEMENT HEREUNDER EXTENDS TO, AMONG OTHER THINGS, ANY CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING ARISING OUT OF: (A) YOUR ACCESS OR USE OF THE SERVICE; (B) ACCESS OR USE OF THE SERVICE BY SOMEONE ELSE USING YOUR COMPUTER OR MEMBER ID; (C) A VIOLATION OF THE TOS BY YOU OR ANYONE USING YOUR COMPUTER OR MEMBER ID. THIS INDEMNIFICATION AGREEMENT APPLIES TO ANY CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING THAT IS DIRECTLY OR INDIRECTLY RELATED TO THE SERVICE, INCLUDING BY WAY OF ILLUSTRATION A CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING THAT YOUR USE OR ACCESS OR ANOTHER PERSON'S USE OR ACCESS OF YOUR COMPUTER OR MEMBER ID INFRINGES ANY COPYRIGHT, TRADEMARK, SERVICE MARK, PATENT, TRADE SECRET, RIGHT OF PUBLICITY, OR OTHER PROPRIETARY RIGHT UNDER ANY U.S., INTERNATIONAL, FOREIGN, OR STATE LAW. AS ANOTHER EXAMPLE, WHICH IS NOT TO BE CONSTRUED AS LIMITING THE SCOPE OF THE INDEMNIFICATION PROVISION, THIS INDEMNIFICATION AGREEMENT APPLIES TO ANY CLAIM, SUIT, OR ACTION WHERE YOUR USE OR ACCESS TO THE SERVICE IS IN ANY WAY DEFAMATORY, SLANDEROUS, LIBELOUS, OR OTHERWISE INJURIOUS TO A THIRD PARTY. YOU AGREE TO PAY ANY AND ALL COSTS, DAMAGES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS AWARDED OR INCURRED BY OR IN CONNECTION WITH ANY SUCH CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING.

18. GOVERNING LAW.

The TOS and the relationship between you and SaySwap.com shall be exclusively governed by and construed in all respects under the laws of the State of Minnesota, without giving effect to any choice-of-law or conflict-of-laws provisions. You and SaySwap.com further agree to submit to the personal jurisdiction of the state courts located in Hennepin County, MN and the personal jurisdiction of the federal courts located within Minnesota for any and all legal claims, suits or actions that arise in connection with this Service or from a dispute as to the interpretation or breach of the TOS.

19. WAIVER AND SEVERABILITY.

The failure of SaySwap.com to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any of the provisions of the TOS are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

20. ENTIRE AGREEMENT.

The TOS constitutes the entire and only Agreement between you and SaySwap.com with respect to the SaySwap.com Service, and supersedes any prior agreements, oral or written, between you and SaySwap.com. Any and all other collateral representations, promises, and conditions; and any representation, warranty, promise or condition not incorporated herein or made as provided for in this TOS shall not be binding on SaySwap.com. You also may be subject to additional terms and conditions that may apply when you use affiliate or other SaySwap.com services, third-party content or third-party software.

21. NO THIRD PARTY BENEFICIARIES.

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this agreement.

22. NO RIGHT OF SURVIVORSHIP; NON-TRANSFERABILITY.

You agree that your SaySwap.com User Name is non-transferable and any rights to your User Name or content terminate upon your death.

23. STATUTE OF LIMITATIONS.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

24. SECTION TITLES.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

25. VIOLATIONS.

Please report any violations of this TOS to:

SaySwap, Inc. PO Box 2541
Maple Grove, MN 55311
info@SaySwap.com