Terms of Service

You must be at least 18 years old and legally capable of entering into a contract to use the Services.

You must comply with applicable laws and may not use the Services if you are prohibited from doing so under applicable law.

SetSwap operates a marketplace and asset-management platform for physical production assets. Depending on the features available to your account, the Services may allow you to:

• Create and manage Studios, productions, organizations, users, and permissions.
• Create, import, organize, and track asset inventories.
• List assets for sale, rental, donation, reuse, or other transfer.
• Discover and communicate about assets listed by other users.
• Process or facilitate payments through Stripe.
• Arrange freight shipping through FedEx, ShipTime, or another identified provider.
• Track transaction, rental, shipping, location, reuse, and sustainability information.
• Use AI-assisted tools for chat, extraction, classification, recommendations, or related workflows.

Features may vary by account and may be added, changed, suspended, or discontinued.

You must provide accurate, complete, and current information when creating or maintaining an account.

You are responsible for:

• Protecting your credentials and account access.
• Activity performed through your account, except where caused by SetSwap's breach of these Terms or applicable law.
• Keeping organization, billing, tax, pickup, delivery, and contact information current.
• Managing roles and permissions for your organization.
• Promptly removing access from users who are no longer authorized.
• Promptly notifying SetSwap at support@setswap.com of suspected unauthorized access or security incidents involving your account.

You may not share credentials in a way that bypasses account limits or access controls.

SetSwap provides technology that supports marketplace transactions and related operational activities. Unless SetSwap expressly agrees otherwise in a separate written agreement, SetSwap does not own, inspect, manufacture, store, transport, certify, or guarantee assets listed by users.

Users, not SetSwap, are responsible for deciding whether to enter into a transaction and for evaluating:

• The identity and authority of the other participant.
• Ownership and transfer rights.
• Asset descriptions, condition, suitability, safety, and value.
• Transaction, rental, pickup, delivery, installation, removal, and insurance requirements.
• Applicable permits, restrictions, and legal requirements.

SetSwap does not guarantee that a listing, payment, rental, donation, shipment, pickup, delivery, or other transaction will be completed successfully.

You must ensure that listings and other asset information you submit are accurate and not misleading.

Listings should include information reasonably needed to evaluate the asset, such as its description, photographs, quantity, dimensions, weight, condition, location, availability, and price.

You may list an asset only if you own it or have authority to sell, rent, donate, or otherwise transfer it.

You must not list stolen, counterfeit, prohibited, unlawfully obtained, unsafe, or materially misrepresented assets.

SetSwap may remove or restrict listings that violate these Terms or create legal, security, safety, reputational, or operational risk.

Buyers, sellers, donors, recipients, and other participants must confirm the terms of their transaction, including:

• The asset and its condition.
• The purchase price or other consideration.
• Pickup, delivery, freight, installation, or removal arrangements.
• Transfer timing and risk of loss.
• Required documentation.
• Any transaction-specific refund, return, or cancellation terms.

Unless a separate written policy or agreement states otherwise, SetSwap does not independently inspect or certify assets or guarantee another user's performance.

Rental transactions may include rental charges, SetSwap fees, shipping charges, and a security or damage deposit collected with the rental payment.

Owners and renters must review and comply with the rental details shown in the applicable workflow, including rental dates, pickup and return requirements, asset condition, and owner-specific terms.

Owners and renters should document the asset's condition at pickup and return.

The available workflow may allow an owner to release a deposit in full or forfeit it in full. SetSwap does not independently determine asset condition, responsibility for damage, or the proper outcome of a deposit dispute.

Users must provide accurate information and supporting materials when making or disputing a damage, loss, cleaning, late-return, replacement, or deposit claim.

Payment processing is provided by Stripe or another identified payment provider. The payment provider's terms and privacy policy may also apply.

SetSwap may collect or facilitate payment for:

• Purchases.
• Rental charges.
• Transaction commissions or platform fees.
• Security or damage deposits.
• Freight and shipping charges.
• Other amounts displayed and accepted during the applicable transaction workflow.

You agree to pay all amounts presented to and accepted by you during a transaction.

SetSwap does not currently represent that it calculates or remits sales, use, value-added, or similar transaction taxes for every transaction. Users are responsible for determining and satisfying their own tax obligations unless SetSwap expressly states otherwise in the applicable workflow or a separate written agreement.

Refunds, cancellations, chargebacks, deposit releases, payment disputes, and transaction adjustments may depend on the transaction type, the available workflow, participant actions, and the payment provider's rules.

SetSwap may withhold, delay, reverse, or offset payments when reasonably necessary to address refunds, disputes, chargebacks, suspected fraud, legal requirements, payment-provider requirements, or amounts owed to SetSwap.

SetSwap may provide freight estimates, shipping documents, pickup coordination, delivery information, and tracking through FedEx, ShipTime, or another identified shipping provider.

You must provide accurate pickup, delivery, contact, dimension, weight, classification, and asset information.

The shipper is responsible for appropriately packaging and preparing freight and identifying hazardous, restricted, fragile, oversized, or unusually valuable items.

Actual transportation services are performed by the identified carrier or logistics provider. Carrier terms may govern delays, loss, damage, delivery restrictions, claims, declared value, and insurance.

SetSwap is not responsible for a carrier's acts or omissions except to the extent required by applicable law.

SetSwap may provide AI-assisted features for chat, receipt or invoice processing, document or image extraction, asset classification, recommendations, summaries, and related workflows.

Information submitted to these features may be processed by OpenAI or another identified AI provider.

AI-generated results may be incomplete, inaccurate, or unsuitable for a particular purpose. You must review outputs before relying on them for inventory, accounting, tax, shipping, purchasing, rental, safety, legal, or other decisions.

You must not submit confidential, regulated, or sensitive information to an AI-assisted feature unless you are authorized to do so and the information is reasonably necessary for the requested feature.

You must not:

• Use the Services for unlawful, fraudulent, deceptive, or harmful activity.
• Post false, misleading, or infringing content.
• List stolen, counterfeit, prohibited, restricted, or unsafe items.
• Violate another person's intellectual property, confidentiality, privacy, publicity, or other rights.
• Harass users or misuse their contact information.
• Circumvent security, account permissions, transaction controls, or access restrictions.
• Upload malicious code or interfere with the Services.
• Probe, scan, or test system vulnerabilities without written authorization.
• Scrape, copy, crawl, or automate access to the Services without written permission.
• Reverse engineer the Services except where applicable law expressly permits it.
• Use the Services in a manner that could damage SetSwap, its users, providers, or reputation.

You retain ownership of content you submit to the Services, including listings, photographs, documents, messages, and asset information ("User Content").

You grant SetSwap a worldwide, nonexclusive, royalty-free license to host, store, reproduce, display, format, transmit, analyze, modify for technical purposes, and otherwise process User Content as reasonably necessary to operate, secure, support, and improve the Services and provide requested features.

You represent that you have the rights and permissions needed to submit User Content and grant this license.

You are responsible for User Content and the consequences of submitting or sharing it.

The Services, including SetSwap's software, interfaces, designs, branding, documentation, and original content, are owned by SetSwap or its licensors and are protected by intellectual property laws.

Subject to these Terms, SetSwap grants you a limited, revocable, nonexclusive, nontransferable right to access and use the Services for their intended purposes.

No rights are granted except as expressly stated in these Terms.

The Services may rely on or link to third-party services, including payment processors, carriers, logistics providers, authentication providers, mapping services, analytics providers, AI providers, and connected inventory tools.

Third-party services are governed by their own terms and privacy policies. SetSwap does not control and is not responsible for independent third-party services, except to the extent required by applicable law.

SetSwap's Privacy Policy explains how SetSwap collects, uses, and discloses personal information. By using the Services, you acknowledge the practices described in the Privacy Policy.

You may stop using the Services at any time and may request account closure by contacting support@setswap.com.

SetSwap may suspend, restrict, or terminate access to an account, listing, transaction, or feature if SetSwap reasonably believes that:

• These Terms have been violated.
• The activity creates fraud, security, safety, legal, payment, or reputational risk.
• Suspension is required by law, a court, a payment provider, or another service provider.
• Amounts owed remain unpaid.
• The account has been inactive for an extended period.
• Continuing to provide access is no longer commercially or technically reasonable.

Where practical, SetSwap may provide notice and an opportunity to address the issue. Immediate action may be taken when necessary to prevent harm or comply with legal or provider requirements.

Sections that by their nature should survive termination will survive, including payment obligations, ownership provisions, disclaimers, limitations of liability, indemnification, dispute provisions, and miscellaneous terms.

The Services are under active development. SetSwap may add, change, suspend, or remove features and may perform maintenance or deploy updates.

SetSwap does not guarantee uninterrupted availability, specific uptime, response times, resolution times, or permanent storage unless a separate written agreement expressly provides those commitments.

You should maintain independent copies of important listings, transaction records, tax documents, inventory records, and other business information.

To the maximum extent permitted by law, the Services are provided "as is" and "as available."

SetSwap disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, availability, security, and course of dealing.

SetSwap does not warrant that:

• The Services will be uninterrupted, error-free, or secure.
• Listings, users, assets, transactions, payments, rentals, deposits, shipments, or AI outputs will be accurate, reliable, safe, or suitable.
• Defects will be corrected.
• Any transaction or dispute will produce a particular result.

Some jurisdictions do not allow certain warranty disclaimers, so portions of this section may not apply to you.

To the maximum extent permitted by law, SetSwap and its directors, officers, employees, contractors, affiliates, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, loss of goodwill, replacement costs, or transaction losses arising from or related to the Services.

To the maximum extent permitted by law, SetSwap's total aggregate liability arising from or related to the Services or these Terms will not exceed the greater of:

• The amount you paid directly to SetSwap during the 12 months before the event giving rise to the claim; or
• $100.

These limitations apply regardless of the legal theory and even if SetSwap was advised that damages were possible.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless SetSwap and its directors, officers, employees, contractors, affiliates, and service providers from claims, liabilities, damages, losses, and reasonable legal fees arising from or related to:

• Your use of the Services.
• Your User Content or listings.
• Assets you sell, rent, donate, ship, receive, or otherwise transfer.
• Your transactions or disputes with another user.
• Your violation of these Terms or applicable law.
• Your infringement or violation of another person's rights.

SetSwap may control the defense of a covered claim, and you agree to reasonably cooperate. You may not settle a claim in a manner that admits fault by or imposes obligations on SetSwap without SetSwap's written consent.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Los Angeles County, California. You and SetSwap consent to the personal jurisdiction and venue of those courts.

This section does not prevent either party from seeking temporary or emergency injunctive relief in a court with appropriate jurisdiction.

SetSwap and an organization may enter into a separate order form, statement of work, enterprise agreement, service-level agreement, data-processing agreement, or other written contract.

A separate agreement controls over these Terms only for the subjects it expressly addresses. These Terms continue to apply to the remaining use of the Services.

SetSwap may update these Terms from time to time.

The effective date at the top identifies the current version. SetSwap may provide notice of material changes through the Services, by email, or through another reasonable method.

Unless otherwise stated, updated Terms become effective when posted. Where required by law, SetSwap will request renewed acceptance before material changes apply.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

These Terms and any applicable separate written agreement constitute the entire agreement between you and SetSwap regarding the Services and replace prior discussions or understandings on the same subject.

If a provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

SetSwap's failure to enforce a provision is not a waiver.

You may not assign these Terms without SetSwap's written consent. SetSwap may assign these Terms in connection with a merger, financing, acquisition, reorganization, asset transfer, or operation of the Services.

Headings are for convenience only.

Questions about these Terms may be sent to:

SetSwap Inc.

1801 Century Park East, Suite 2400

Century City, California 90067

support@setswap.com