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Terms of Service

Version: v1.0
Preliminary version — subject to legal review
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    1. Who We Are

    Swopli LTDA ("Swopli", "we", "our") CNPJ: 61.902.473/0001-79 Address: Rua Alm Protogenes 289, Sala 122, Cond Office Jd Negocios C, Jardim, Santo Andre/SP, CEP 09090-760 Contact email: help@swopli.com Legal email: legal@swopli.com Data Protection Officer (DPO): dpo@swopli.com

    2. About These Terms

    2.1 What They Are

    These Terms of Service govern access to and use of the Swopli platform -- website, mobile app (iOS and Android), and any related services (collectively, the "Platform"). By creating an account or using the Platform, you agree to these Terms in their entirety.

    Specific Swopli features are available only in the countries, regions, and provider configurations listed in the Feature Availability Schedule. If these Terms describe a feature that is not enabled in your country, that feature does not apply to your use of the Platform until the schedule lists it as available.

    2.2 Acceptance

    Acceptance occurs at the time of registration, through express consent (checking a specific checkbox). If you do not agree with any clause of these Terms, do not use the Platform.

    2.3 Updates

    We may update these Terms at any time. Material updates will be communicated with at least 30 days' advance notice via registered email. Continued use after the new version takes effect constitutes acceptance. If you do not agree with the updates, you may terminate your account as described in Section 12.

    3. What Is Swopli

    3.1 Sustainable Trading Marketplace

    Swopli is a platform that connects people to trade products and services without financial transactions between users. The goal is to enable circular economy: items you no longer use can be traded for items other people have.

    This is a barter model -- item-for-item exchanges without cash changing hands between traders. Swopli does not intermediate money between users (except for platform services like VIP subscriptions, product boosts, and shipping fees).

    3.2 What Swopli Does

    • Provides tools to list products
    • Facilitates communication between users interested in trading
    • Offers a protected trade workflow for eligible protected shipping trades (Swap Protection)
    • Provides discoverability features (search, matching, recommendations)
    • Manages the shipping process with logistics integration where shipping is available (currently Melhor Envio in Brazil)
    • Processes payments for platform services (VIP, Boost, shipping fees)

    3.3 What Swopli Does NOT Do

    • Does not sell its own products. Swopli is an intermediary; users are responsible for the items listed.
    • Does not intermediate money between users for trades. Trades are item-for-item.
    • Does not guarantee the quality of traded items. User reviews and the dispute resolution system are the trust mechanisms.
    • Does not act as a financial institution, escrow provider, bank, or insurer. Swopli does not maintain user payment accounts, issue electronic money, lend funds, or hold user balances outside its payment processors. Payment checkout, refundable deposits, refunds, transfers, and Stripe Connect account flows for Swap Protection trades are processed by Stripe. Charges for VIP, Boost, or shipping are services contracted by the user directly from Swopli, the applicable app store, Paddle, Stripe, or another disclosed payment processor.

    4. Registration and Account

    4.1 Who Can Use

    You can register if:

    • You are 18 years of age or older (full legal capacity required per Brazilian Civil Code and LGPD Article 14)
    • You reside in a country where Swopli makes the relevant feature available, as listed in the Feature Availability Schedule
    • Your account has not been previously deactivated for violating these Terms
    • You accept these Terms, the Privacy Policy, the Cookie Policy, and the Acceptable Use Policy

    4.2 Truthful Information

    You agree to provide truthful, up-to-date, and complete information during registration, including:

    • Full name
    • Valid email address
    • Phone number (E.164 format)
    • Date of birth (to verify age requirement)
    • Address (when relevant for shipping)
    • Tax identification number (collected when you publish products or participate in Swap Protection trades)

    Swopli may validate this information via Stripe Connect (KYC) when you participate in Swap Protection trades that involve refunds or fee processing.

    4.3 One Account Per Person

    Each tax identification number (CPF in Brazil, equivalent in other countries) corresponds to one single account on Swopli. Multiple accounts by the same person are prohibited and may result in deactivation of all accounts without refund.

    4.4 Account Security

    You are responsible for:

    • Keeping your password secure
    • Not sharing credentials with third parties
    • Enabling two-factor authentication when available
    • Notifying us immediately if you suspect unauthorized access (email: security@swopli.com)

    Swopli is not liable for losses resulting from unauthorized access if you failed to secure your credentials.

    5. How a Trade Works

    5.1 Types of Trade

    • Local trade -- in-person meetup, no shipping, no protected checkout, and no user-to-user money movement. Bilateral confirmation required. Availability depends on the country schedule.
    • Simple shipping trade -- shipping paid by users, without Swap Protection. Risk borne by parties. This mode is not currently enabled in any country unless and until the Feature Availability Schedule expressly enables standalone non-protected shipping for the country and provider. In-app flows may only present this mode when it is already enabled by that schedule and provider configuration.
    • Swap Protection (Protected Shipping Trade) -- shipping + tracking + protected trade rules + payment-processor checkout for refundable deposits, shipping charges, service fees, refunds, and any eligible compensation. Swopli charges a service fee disclosed before trade confirmation. In case of a problem (non-delivery, significant mismatch, or fraud), Stripe may process refunds or transfers according to Swopli's dispute resolution rules and the payment processor's rules. Swap Protection is available only in countries and with providers listed in the Feature Availability Schedule.

    5.2 Standard Flow

    1. User A lists a product
    2. User B makes a trade offer (offers one of their own items)
    3. User A accepts, declines, or counteroffers
    4. Accepted: both products enter reserved status and the trade is formalized
    5. Depending on the type, proceeds to shipping arrangement, in-person meetup, or Swap Protection checkout through the payment processor
    6. After bilateral confirmation (or dispute resolution if applicable), the trade is marked as completed
    7. Both parties are invited to review (reputation system)

    5.3 Item Responsibility

    • Users are fully responsible for the correct description, actual condition, and functionality of listed items
    • Swopli does not guarantee the accuracy of descriptions nor is responsible for discrepancies between what is listed and what is delivered
    • Disputes between users about these discrepancies follow the dispute resolution flow described in Section 10 only where Swap Protection is available for the trade. Local trades and non-protected shipping trades are handled under the limited support rules described in Section 10.5.
    • Listing an item constitutes a representation that you own the item or have legal authority to trade it

    5.4 Prohibited Items

    It is not permitted to list, offer, or trade:

    • Products illegal under applicable law
    • Weapons, ammunition, explosives
    • Illicit drugs, controlled medications without prescription
    • Counterfeit products or those violating copyrights, trademarks, or patents
    • Live animals (especially protected, endangered, or exotic species)
    • Human organs or biological material
    • Pornographic content, especially child sexual abuse material (CSAM -- automatic report to authorities under applicable law including US 18 USC §2258A)
    • Stolen or illicitly obtained items
    • Tobacco, alcohol, and age-restricted products
    • Services involving criminal activity
    • Any item that violates applicable laws, public order, or the Acceptable Use Policy

    Swopli may remove listings that violate this section without prior notice and suspend or permanently deactivate repeat offender accounts. Suspected criminal activity will be reported to law enforcement.

    6. Swopli Paid Services

    6.1 VIP Subscription

    Recurring subscription plan that highlights user products, provides unlimited product listings where supported, increases eligible simultaneous trade capacity where trade features are available, and includes 1 free Boost per month. Price, periodicity, currency, and benefits details are available in the app's VIP section and vary by country.

    VIP does not increase Swap Protection coverage, change dispute rules, create priority mediation, guarantee a trade outcome, or increase any refund, deposit, or compensation amount. In countries where trade, shipping, or Swap Protection is not available, VIP benefits apply only to the digital features enabled in that country, such as profile badging, listing capacity, and product visibility.

    • Payment method varies by platform:
      • iOS: Apple In-App Purchase (IAP). Apple Inc. is the Merchant of Record. Payment processed through your Apple ID account. Taxes collected and remitted by Apple per App Store terms.
      • Android: Google Play Billing. Google LLC is the Merchant of Record. Payment processed through your Google Play account. Taxes collected and remitted by Google per Play Store terms.
      • Web: Paddle.com Market Limited is the Merchant of Record. Payment processed through Paddle web checkout with auto-currency conversion. Taxes collected and remitted by Paddle where required in supported checkout jurisdictions.
    • Subscription management:
      • iOS: Cancel via iPhone Settings -> [your name] -> Subscriptions -> Swopli -> Cancel Subscription. Managed via RevenueCat Customer Center (off-the-shelf UI accessible via app settings).
      • Android: Cancel via Google Play Store -> Payments and subscriptions -> Subscriptions -> Swopli -> Cancel subscription. Also manageable via RevenueCat Customer Center.
      • Web: Cancel via Paddle Customer Portal (link provided in confirmation email) or RevenueCat web management URL (accessible via app settings).
    • Automatic renewal: Subscriptions renew automatically unless canceled before the renewal date.
    • Billing cycle: Monthly or annual as selected. Billing date is the anniversary of initial subscription.
    • No refund of amounts already paid for partially used periods, except as required by applicable law (e.g., EU Consumer Rights Directive right of withdrawal, Brazil CDC Article 49).

    6.2 Boost

    One-time service (single payment) that highlights a specific product at the top of search results and category browsing for a determined period (typically 7 days).

    • Payment: Mobile app Boost purchases are processed through Apple In-App Purchase (iOS) or Google Play Billing (Android). Web Boost purchases are processed through Paddle web checkout.
    • Availability: Boost affects only digital visibility surfaces that are active in the user's country. Boost does not enable trade, shipping, Swap Protection, escrow, insurance, dispute priority, or any additional refund right.
    • No automatic renewal: Boost is a one-time charge.
    • No refund after the boost has been applied to the product, except as required by applicable law.
    • VIP users: Receive 1 free boost per month as a subscription benefit.

    6.3 Shipping Fees

    When applicable, the shipping cost is quoted in real-time through logistics integration. Shipping is currently enabled only where the Feature Availability Schedule lists a supported shipping provider. The initial supported provider is Melhor Envio for Brazil Swap Protection trades. Standalone simple shipping is not enabled unless the Feature Availability Schedule separately enables non-protected shipping for the country and provider. Calculation details and carrier options appear before confirmation.

    Shipping fees are paid to Swopli, which then arranges shipment through the logistics partner. Tracking information is provided in-app.

    6.4 Swap Protection Service Fee

    For eligible Protected Shipping Trades in supported countries, Swopli charges a service fee calculated as a percentage of the declared value of the items being traded. The applicable rate is displayed in the app before trade confirmation. This fee covers:

    • Payment-processor checkout and refund workflow through Stripe for refundable deposits, shipping costs, and trade protection amounts
    • Protected trade rules that may result in refund or compensation through Stripe if a party's item does not arrive, significantly mismatches the frozen trade terms, or is fraudulent
    • Dispute mediation and resolution

    The fee is charged to both parties and is clearly disclosed before trade confirmation. Swopli may adjust the fee rate from time to time; any change will be communicated in advance and will not affect trades already confirmed. Swap Protection is not an insurance product, stored-value account, money transfer account, bank account, or independent escrow service.

    6.5 Right of Withdrawal (EU/UK/Brazil)

    For users in the European Union, United Kingdom, Switzerland, and Brazil:

    You have 14 calendar days (EU/UK/CH per Consumer Rights Directive 2011/83/EU and local implementations) or 7 calendar days (Brazil per CDC Article 49) after contracting a digital service to withdraw and request a full refund, provided you have not used the service.

    To exercise this right, email help@swopli.com with:

    • Your account email
    • Transaction ID (provided in confirmation email)
    • Declaration that you wish to withdraw

    Refund will be processed within 14 days (EU/UK/CH) or 7 days (Brazil) to the original payment method.

    After you begin using the service (e.g., VIP benefits activate, Boost is applied to a product):

    • For users in the EU, UK, and Switzerland: the right of withdrawal is waived only if you gave prior express consent to immediate performance and acknowledged that you thereby lose your right of withdrawal, as required by Article 16(m) of Directive 2011/83/EU. These conditions are obtained at checkout via a dedicated affirmative action before performance begins.
    • For users in Brazil: the 7-day right of withdrawal under CDC Article 49 applies to all distance contracts. If you exercise this right within the 7-day period, amounts paid will be refunded immediately per CDC Article 49, § único.

    6.6 Billing and Cancellation for Subscriptions

    Billing:

    • Subscriptions are billed in advance for the upcoming period.
    • Currency and pricing vary by country. Local currency is used where supported by the payment processor (Paddle auto-converts).
    • Invoice/receipt is provided via email after each billing cycle.
    • For Apple/Google subscriptions, billing details are available in your Apple ID / Google Play account.

    Cancellation:

    • You may cancel your subscription at any time via the methods described in Section 6.1.
    • Cancellation takes effect at the end of the current billing cycle.
    • You retain access to VIP benefits until the end of the paid period.
    • After cancellation, your account reverts to the free tier. Products exceeding the free tier limit (10 active listings) will be automatically paused until you reduce to the limit or resubscribe.

    Failed payments:

    • If a subscription payment fails, we will retry up to 3 times over 7 days.
    • If all retries fail, the subscription is automatically canceled and benefits are revoked.
    • You will receive email notifications before and after cancellation.

    7. App Store and Platform EULA Compliance

    7.1 Apple App Store

    For users who download the Swopli app via the Apple App Store:

    • These Terms of Service constitute an agreement between you and Swopli LTDA, not with Apple Inc.
    • Apple is not responsible for the app or its content. Any claims, losses, liabilities, damages, costs, or expenses attributable to the app or these Terms are Swopli's responsibility, not Apple's.
    • Apple has no obligation to provide maintenance or support services for the app.
    • In the event of app failure to conform to any applicable warranty, you may notify Apple for a refund of the purchase price (if any). Apple has no other warranty obligation.
    • Apple is not responsible for addressing user claims or third-party claims regarding the app or user possession/use of the app.
    • Apple is not responsible for investigation, defense, settlement, or discharge of any intellectual property infringement claim related to the app.
    • Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance, Apple has the right to enforce these Terms against you as a third-party beneficiary.
    • You represent that: (i) you are not located in a country subject to US Government embargo or designated as a "terrorist supporting" country; (ii) you are not on any US Government prohibited or restricted party list.

    7.2 Google Play Store

    For users who download the Swopli app via Google Play:

    • These Terms of Service constitute an agreement between you and Swopli LTDA, not with Google LLC.
    • Google is not responsible for the app, its content, or any claims related to it.
    • Your use of the app must comply with Google Play's Terms of Service.

    7.3 Other Platforms

    If you access Swopli via other platforms (web, progressive web app, alternative app stores), these Terms govern your use, and the platform operator is not a party to these Terms unless explicitly stated.

    8. User Conduct and Acceptable Use

    8.1 General Commitments

    By using the Platform, you agree to:

    • Treat other users with respect and civility
    • Not defraud, deceive, or manipulate other users
    • Not use bots, scrapers, or unauthorized automation
    • Not attempt to access restricted areas of the Platform or reverse-engineer the app
    • Not send spam, abusive, obscene, or illegal content
    • Respect third-party intellectual property rights
    • Not engage in price manipulation or artificial scarcity tactics
    • Comply with all applicable local, national, and international laws
    • Not use the Platform if applicable sanctions, export controls, embargoes, restricted-party rules, or payment-network restrictions prohibit your use, your location, your trade, or any item involved

    8.2 Acceptable Use Policy

    In addition to these Terms, your use of the Platform is governed by the Acceptable Use Policy, which is incorporated by reference. The Acceptable Use Policy covers:

    • User-generated content standards
    • Prohibited goods and services (detailed list)
    • Fraud prevention
    • Intellectual property respect
    • DSA Article 14 terms and content moderation rules

    You must read and comply with the Acceptable Use Policy. Violations may result in the consequences described in Section 8.3.

    8.3 Consequences of Violations

    Violations may result in:

    • Warning (first offense for minor violations)
    • Content removal (immediate for policy violations)
    • Temporary suspension (3-30 days for repeated or serious violations)
    • Permanent account deactivation without refund of paid amounts (for egregious violations, fraud, illegal activity, or repeated suspension)
    • Referral to law enforcement in cases of suspected criminal activity
    • Legal action to recover damages caused by your violations

    Swopli reserves the right to determine appropriate consequences at its sole discretion, considering severity, pattern, and harm caused.

    8.4 User Content License

    You retain ownership of the product listings, photos, messages, reviews, profile information, and other content you submit to the Platform ("User Content").

    By submitting User Content, you grant Swopli a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, distribute, format, translate, and otherwise use that User Content as necessary to:

    • operate, provide, maintain, and improve the Platform;
    • show your listings, profile, messages, reviews, and trade-related content to other users where the Platform feature requires it;
    • provide search, recommendations, moderation, safety, support, dispute resolution, backups, and legal compliance;
    • share User Content with subprocessors and service providers that help us operate the Platform under confidentiality and data protection obligations; and
    • promote public listings inside Swopli-owned surfaces, such as search results, category pages, notifications, and non-paid marketplace discovery placements.

    This license does not transfer ownership of your User Content to Swopli. It ends when your User Content is deleted from active Platform surfaces, except that copies may continue to exist in backups, audit logs, dispute records, legal records, or content already used as necessary for another user's completed trade, legal claim, moderation action, or compliance obligation.

    9. Content Moderation and Takedown

    9.1 Digital Services Act Compliance (EU/EEA Users)

    For users in the European Union and European Economic Area, Swopli complies with the Digital Services Act (Regulation (EU) 2022/2065):

    • Article 14 Terms of Service: These Terms and the Acceptable Use Policy constitute our terms as required by Article 14, clearly stating restrictions on use of the service.
    • Articles 11-12 Contact Points: Our contact point for authorities (Art. 11) and recipients of the service (Art. 12) is: legal@swopli.com
    • Article 16 Notice-and-Action: We provide a notice-and-action mechanism for illegal content at https://swopli.com/en/legal/content-moderation-takedown
    • Article 17 Statement of Reasons: When we remove content or suspend accounts, we provide a statement of reasons referencing the specific ground for our decision (Terms violation, Acceptable Use Policy violation, illegal content report, or court order).
    • Article 22 Trusted Flaggers: Where the DSA applies, notices submitted by entities that have been formally designated by an EU Digital Services Coordinator as trusted flaggers will receive priority handling as required by the DSA.
    • Article 30 Trader Traceability: If Swopli enables EU-facing marketplace features that allow traders to offer products or services to EU consumers, Swopli will require the trader information, best-effort verification, self-certification, and public trader disclosures required by DSA Article 30 before those trader features are made available.

    9.2 DMCA Compliance (US Users)

    For users in the United States, Swopli complies with the Digital Millennium Copyright Act (17 USC § 512):

    • Designated Agent: Copyright infringement notices should be sent to:
      • Registration Number: DMCA-1072280
      • Designated Agent: Copyright Agent, Swopli LTDA
      • Email: legal@swopli.com
      • Phone: +55 11 97080-5055
      • Subject line: "DMCA Takedown Notice"
      • Physical address: Rua Alm Protogenes 289, Sala 122, Santo Andre/SP, Brazil, CEP 09090-760
      • Status: Active in the U.S. Copyright Office DMCA Designated Agent Directory as of May 4, 2026.
    • Counter-Notice: If your content was removed due to a DMCA notice and you believe the removal was erroneous, you may submit a counter-notice per 17 USC § 512(g)(3).
    • Repeat Infringer Policy: Accounts with repeated copyright violations will be terminated.

    9.3 Content Moderation Practices

    Swopli employs a combination of:

    • Automated moderation: AI-powered text analysis for prohibited content (profanity, violence, CSAM, fraud indicators)
    • User reports: Users can report content via in-app reporting feature
    • Manual review: Trained moderators review flagged content within 72 hours (priority) or 7 days (standard queue)

    Moderation decisions may be appealed by emailing help@swopli.com with "Moderation Appeal" in the subject line. Appeals are reviewed within 14 business days.

    10. Dispute Resolution Between Users

    10.1 Informal Resolution

    Swopli encourages users to resolve trade disputes informally via in-app chat. Most misunderstandings can be resolved through communication.

    10.2 Formal Dispute Opening

    If informal resolution fails in an eligible Swap Protection trade, the dissatisfied party may open a formal dispute via the app's "Open Dispute" feature (available for 30 days after trade completion confirmation).

    10.3 Dispute Mediation Process

    When an eligible Swap Protection dispute is opened, Swopli acts as mediator:

    1. Evidence gathering: Both parties submit evidence (photos, messages, shipping tracking)
    2. Swopli analysis: Our mediation team reviews the evidence against the item descriptions, photos, and trade terms
    3. Decision: Swopli issues a binding decision for Platform use within 7 business days

    Possible outcomes, where supported by the trade type and payment processor:

    • Trade stands: No refund or adjustment
    • Partial refund: Stripe processes a partial refund to one or both parties
    • Full refund: Stripe processes a full refund to the eligible party
    • Compensation transfer: Stripe Connect may process an eligible compensation transfer to a party, if the dispute outcome and connected account requirements allow it
    • Account penalties: Warnings, temporary bans, or deactivation for the party found at fault

    10.4 Swap Protection Refunds

    In eligible Swap Protection (Protected Shipping) trades, Stripe processes the checkout, refundable deposits, shipping charges, service fees, refunds, and any eligible compensation transfers according to Swopli's dispute outcome and Stripe's rules. If a dispute is resolved in favor of the complaining party:

    • Non-delivery: refund or compensation outcome as disclosed before confirmation and determined under the dispute rules
    • Significant mismatch: partial or full refund depending on severity, evidence, and frozen trade terms
    • Fraudulent listing: full refund or compensation where supported, plus account deactivation of the fraudulent party

    Refunds are processed within 7 business days and follow payment method timelines:

    • Credit card: 5-30 days (depends on issuer)
    • Pix (Brazil): 1-5 business days
    • Digital wallet: 1-7 days

    10.5 Limitations of Swopli Mediation

    • Swopli's mediation decision is binding for Platform use (e.g., reputation adjustments, refunds via payment processor) but does not prevent parties from pursuing legal remedies in courts.
    • Swopli is not a judicial authority and does not issue legally enforceable judgments.
    • Formal mediation, refund outcomes, compensation transfers, and payment-processor adjustments are available only for eligible trades conducted through the Platform using Swap Protection.
    • Local trades and Simple Shipping trades, where available, receive limited platform support only: user reports, safety review, moderation, account sanctions, reputation actions, and no-show handling. They do not receive protected checkout mediation, refunds, compensation, escrow-like handling, insurance coverage, or payment-processor dispute outcomes from Swopli.
    • Trades conducted outside the Platform are not covered by Swopli support or mediation.

    11. Liability and Disclaimers

    11.1 Platform "As Is"

    The Platform is provided "as is" and "as available" without warranties of any kind, express or implied. Swopli disclaims all warranties, including but not limited to:

    • Merchantability: Fitness for a particular purpose
    • Non-infringement: That use will not violate third-party rights
    • Continuous availability: Uninterrupted or error-free operation
    • Accuracy: Completeness or accuracy of content posted by users

    11.2 User-Generated Content

    Swopli is not responsible for user-generated content (product listings, messages, reviews). Users are solely responsible for the content they post. Swopli does not endorse, verify, or guarantee any user content.

    11.3 Third-Party Services

    The Platform integrates with third-party services (Stripe, RevenueCat, Paddle, Melhor Envio, Apple, Google, etc.). Swopli is not responsible for:

    • Service interruptions, errors, or failures of third-party providers
    • Changes to third-party terms or pricing
    • Data breaches or security incidents at third-party providers (though we select reputable providers and use standard contractual clauses)

    11.4 Limitation of Liability

    To the maximum extent permitted by applicable law:

    • Swopli's total liability for any claim arising from these Terms or your use of the Platform is limited to the amount you paid to Swopli in the 12 months preceding the claim (excluding amounts paid to merchants of record like Apple, Google, or Paddle).
    • Swopli is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, loss of reputation, or business interruption.

    This limitation does not apply to:

    • Liability that cannot be excluded by law (e.g., death or personal injury caused by negligence, fraud, or fraudulent misrepresentation under Brazilian Consumer Defense Code or EU consumer protection laws)
    • Violations of data protection laws (GDPR, LGPD, etc.)

    11.5 Exclusions from Liability

    Swopli is not liable for:

    • Damages resulting from trades conducted outside the Platform or without using Swap Protection
    • Loss or damage to items traded via Local or Simple Shipping (risk borne by parties)
    • Delays or problems caused exclusively by third parties (carriers, payment processors, user actions)
    • Service interruptions due to force majeure (natural disasters, war, terrorism, government actions, pandemics, infrastructure failures beyond our control)
    • User violations of these Terms, applicable law, or third-party rights

    11.6 Indemnification

    You agree to indemnify, defend, and hold harmless Swopli, its officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising from:

    • Your use of the Platform
    • Your violation of these Terms, the Acceptable Use Policy, or applicable law
    • Your violation of third-party rights (intellectual property, privacy, defamation)
    • Content you post on the Platform
    • Trades you conduct with other users

    12. Suspension and Termination

    12.1 Termination by User

    You may terminate your account at any time via:

    Mobile app: Settings > "Privacy & Data" > "Delete My Account" Web: Account settings > "Delete My Account"

    Deletion is permanent:

    • Personal data is deleted within 24 hours, except legal records that must be retained for tax/regulatory obligations (5 years for financial transactions per Brazilian law).
    • Content you posted (listings, messages, reviews) is either deleted or anonymized.
    • Deletion attempts with ongoing trades are blocked until trades are resolved or disputes are closed.

    No refund:

    • Active subscriptions are canceled immediately but not refunded for unused time (unless required by law per Section 6.5).
    • Pending trades must be completed or canceled before deletion.

    12.2 Suspension by Swopli

    Swopli may temporarily suspend your account (3-30 days) for:

    • Investigation of suspected Terms violations
    • User reports pending review
    • Unusual activity patterns (potential fraud or account compromise)
    • Payment disputes or chargebacks under investigation

    During suspension, you cannot list products, make offers, or trade, but you retain access to view messages and account data.

    12.3 Termination by Swopli

    Swopli may permanently terminate your account for:

    • Material violation of these Terms or the Acceptable Use Policy
    • Fraud, deception, or illegal activity
    • Repeated suspensions (3 or more in 12 months)
    • Court order or request from competent authority
    • Violation of platform security or integrity
    • Prolonged inactivity (no logins for 24+ months after email notice)

    No refund of paid amounts for terminated accounts. Outstanding liabilities (e.g., negative balance from disputed trades) remain due.

    12.4 Service Shutdown

    If Swopli decides to shut down the Platform entirely, we will provide 60 days' advance notice via email and in-app notification. During the notice period:

    • New subscriptions will not be accepted
    • Active subscriptions will be refunded pro-rata for unused time
    • Users will have the opportunity to export their data
    • The notice-and-action mechanism will remain available for legal compliance

    13. General Provisions

    13.1 Applicable Law

    These Terms are governed by the laws of the Federative Republic of Brazil, without regard to conflict of law principles, including:

    • Consumer Defense Code (CDC) -- Law 8.078/90
    • Internet Civil Framework (Marco Civil da Internet) -- Law 12.965/2014
    • General Data Protection Law (LGPD) -- Law 13.709/2018
    • Brazilian Civil Code -- Law 10.406/2002

    For users outside Brazil, these Terms also comply with applicable local consumer protection laws, including but not limited to:

    • EU Consumer Rights Directive (2011/83/EU) and national implementations
    • UK Consumer Rights Act 2015
    • California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
    • Canada Consumer Protection Acts (federal and provincial)

    Where local consumer protection law grants you rights beyond those in these Terms, those additional rights apply.

    13.2 Jurisdiction and Dispute Resolution

    For users in Brazil:

    The courts of Santo André, State of São Paulo, Brazil, are elected to settle any disputes arising from these Terms, with express waiver of any other, except when consumer legislation determines the consumer's domicile jurisdiction (CDC Article 101, I).

    For users in the European Union:

    If you are a consumer resident in the EU, you may bring proceedings in the courts of your country of residence or in the courts of Brazil. We may bring proceedings only in the courts of your country of residence.

    You also have the right to use the Online Dispute Resolution (ODR) platform provided by the European Commission: https://ec.europa.eu/consumers/odr/

    For users in the United States:

    Disputes are subject to binding arbitration under the American Arbitration Association (AAA) Consumer Arbitration Rules, except for:

    • Small claims court actions (amounts under USD $10,000)
    • Intellectual property disputes
    • Actions seeking injunctive relief

    Class Action Waiver: To the maximum extent permitted by law, disputes must be brought on an individual basis only. You agree not to participate in class actions, class arbitrations, or representative actions.

    Opt-Out: You may opt out of arbitration by emailing legal@swopli.com within 30 days of accepting these Terms with "Arbitration Opt-Out" in the subject line.

    For users in other countries:

    Disputes will be resolved in the courts of Brazil or your country of residence, as determined by applicable law.

    13.3 Severability

    If any clause of these Terms is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining clauses remain in full force and effect. The invalid clause will be replaced by a valid clause that most closely reflects the original intent.

    13.4 Assignment

    You may not assign or transfer these Terms or your account to any third party without Swopli's prior written consent.

    Swopli may assign its rights and obligations under these Terms in connection with:

    • Merger, acquisition, or reorganization
    • Sale of all or substantially all assets
    • Change of control

    You will be notified of any such assignment at least 30 days in advance.

    13.5 Entire Agreement

    These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, and any other policies incorporated by reference, constitute the entire agreement between you and Swopli regarding use of the Platform. They supersede any prior agreements, representations, or understandings (written or oral).

    13.6 No Waiver

    Failure by Swopli to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Waiver of any breach does not waive subsequent breaches.

    13.7 Language

    These Terms are drafted in English. Translations into other languages are provided for convenience. In case of conflict between the English version and a translated version, the English version prevails, except where consumer protection law requires the local language to prevail.

    13.8 Survival

    Sections that by their nature should survive termination (including Sections 8.3, 9, 11, 13) will survive termination of your account or these Terms.

    14. Contact

    For questions, concerns, or notices regarding these Terms:

    • General support: help@swopli.com
    • Legal inquiries: legal@swopli.com
    • Privacy / Data Protection Officer (DPO): dpo@swopli.com
    • DMCA agent: Copyright Agent, Swopli LTDA; Registration Number DMCA-1072280; legal@swopli.com; +55 11 97080-5055 (subject line: "DMCA Takedown Notice")
    • EU representative (GDPR Article 27): Appointment in progress — contact dpo@swopli.com in the interim
    • Physical address: Rua Alm Protogenes 289, Sala 122, Cond Office Jd Negocios C, Jardim, Santo Andre/SP, CEP 09090-760, Brazil