Unique Exchange Terms and Conditions

Updated: October 25, 2020.
 

Welcome to the Unique.Exchange website (“Unique.Exchange”, “we”, “us”, or the “Site”). Unique Exchange Inc. and/or its affiliates (“Operator”) provide the Unique.Exchange Site to you subject to the following conditions of use (“Conditions of Use”). If you visit the Site or use any features on Unique.Exchange, you accept these Conditions of Use. Please read them carefully. In addition, when you use any current or future Unique.Exchange Site features, products or services you will also be subject to the guidelines, terms and agreements (“Terms”) applicable to such features, products or services. If these Conditions of Use are inconsistent with such Terms, the Terms will control. These Conditions of Use are a legally binding contract between you and Operator regarding your use of the Services.

  

Unique.Exchange Site features enable you to record holding, buying and selling of certain state and municipal government tax liens and tax deeds (collectively, “Tax Liens”), process a receipt of Tax Lien redemptions or liquidate a real estate obtained through the Tax Lien, and to maintain the historical records of these operations (collectively, "Services") via taxliens.unique.exchange and any other domain names as may be operated, acquired, or used from time to time by the Operator, wired and wireless connections, and telephony based networks. 

  

Please review our Privacy Notice which also governs your visit to Unique.Exchange, to understand our practices.

  

We reserve the right to make changes to the Site, its policies, and these Conditions of Use at any time. Your continued use of this Site following any changes will indicate your acceptance of these changes. If you are not eligible, or do not agree to any change to these Conditions of Use or any other policy posted on this Site, you must immediately stop using this Site. If any condition or term set forth in any policy on the Site or in these Conditions of Use shall be deemed invalid, void, or for any reason unenforceable, that condition or term shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

 

When you visit Unique.Exchange or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
 

Your consent to electronic agreements is necessary for use of the Services. You may withdraw consent by sending Operator an e-mail; however, this will result in the termination of your ability to use our Services. Please review our Notice Regarding Electronic Communications which also governs use of Electronic Signature on this Site.

  

You must be at least eighteen (18) years of age to use the Services. By agreeing to these Conditions of Use, you represent and warrant to us that: you are at least eighteen (18) years of age; your access to the Services have not been previously suspended or terminated by the Operator; and your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Conditions of Use and you agree to be bound by these Conditions of Use on behalf of that organization.

  

As a registered user on Unique.Exchange, you may receive or establish one or more accounts and corresponding password(s) (each, a “User Account”). If you use this Site and establish such User Account(s), you are responsible for maintaining the confidentiality of your User Accounts and for restricting access to your computer or such other devices used to access your User Account, and you agree to accept responsibility for all activities that occur under any of your User Accounts. You agree not to attempt to access data or information not intended for you, log into a User Account that you are not authorized to access, test the vulnerability of Operator network and security systems or otherwise breach or circumvent Operator security in any way.
 

You agree to ensure that all information you provide when registering a User Account or when responding to requests for information from Operator will be current, complete, and accurate and you agree to maintain and update the information as required to keep it current, complete, and accurate. You agree not to use false or misleading individual or business names or names that you are not authorized to use. You agree that Operator may store and use information you provide for use in maintaining your accounts and billing fees. 
 

We require all new registered users of Unique.Exchange to obtain and upload an “Accreditation Report,” which is a summary of user financial information relating to the user’s status as an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”), or the applicable investor sophistication standard required by the laws in your jurisdiction. We do not verify the representations registered users make or any other information contained in a user’s Accreditation Report.

  

You agree that you will use your own judgment before making any decision as to what is to you a material amount of money.
 

You agree that you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a US state, or the law of any foreign government with jurisdiction over you or any investor).
 

You agree that you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
 

You are aware about the risks of buying, selling, and holding  Tax Liens and you understand that Operator is not acting as an investment advisor or in any other capacity in relation to the Crowd-funded entities, Investment Clubs or other similar associations that you may join through your use of the Services. Operator does not verify or assure that Tax Lien information provided on the Unique.Exchange site is accurate or complete or that the valuation of such Tax Liens is appropriate.
 

You also acknowledge that Operator does not effect securities transactions, give investment advice or recommend any securities as it is not registered as a broker-dealer, funding portal or investment adviser with the U.S. Securities and Exchange Commission or the securities regulatory commission, agency or body of any state of the United States or any non-U.S. jurisdiction. As such, Operator is not acting in a fiduciary capacity with respect to any user of the Services, and Operator disclaims any broker-client or advisor-client relationship with respect to any party using those services.

 

You acknowledge that, as a verified investor participant on the Platform, you are not a client of Operator. You also acknowledge that Operator does not advise any investor participants on the merits of a particular investment or transaction or provide legal or transactional advisory services to its members. The information, materials and services made available on the Platform do not constitute a recommendation, endorsement, or any other form of investment advice to members by Operator or its affiliates to buy or sell any securities or other financial instruments. Operator does not provide any legal, tax, investment, financial or other advice to members. Any content on the Platform has been prepared without reference to any particular member's investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Platform are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

  

Operator shall have no authority to bind you in any transaction to buy or sell any Tax Liens, unless authorized electronically, orally or in writing by you, your agents, or duly authorized representatives. Operator is responsible for distributing confirmations of each transaction in accordance with applicable industry standards.
 

You recognize and agree that Operator does not and cannot assess the legal capacity of counterparties to enter into contracts relating to buying, selling or processing a redemption of the Tax Liens, guarantee delivery of the Tax Liens, assess the creditworthiness of counterparties or provide any other assurances that a transaction will be consummated following the introduction of the counterparties. Further, Operator may accept a fee from both parties to any transaction related to the Tax Liens. You recognize and agree that acceptance of a fee from both parties by Operator is customary practice in the industry and does not represent a conflict of interest.
 

You acknowledge your awareness of the fact that the buying, selling, transfers and redemption of Tax Liens is regulated by the laws of the jurisdiction where the Tax Liens are issued, as well as by certain Federal laws, including but not limited to Bankruptcy laws. You further acknowledge that Operator has not and cannot counsel you on the laws effecting the buying, selling, redeeming or holding Tax Liens, the rights and responsibilities conveyed with Tax Liens, or the returns and terms associated with the transfer of Tax Liens.
 

You agree that you and your relevant counterparty will be wholly responsible for the settlement of each transaction between you and said counterparty and that you will not rely on Operator for any settlement of each transaction. Such transactions will be settled according to the terms and conditions of the written agreement between you and any counterparty and in accordance with all applicable laws and regulations.

  

All prices and fees on the Platform are expressed in United States Dollars (USD).
 

In the event of a purchase, sale, redemption, including taking possession of the property title, transaction recorded for any Tax Liens using the Services on this Platform, Operator shall be entitled to a transaction service fee (the “Fee”) from each counterparty involved in such transaction. All fees are outlined in Operator fee schedule. The Fee shall be due and payable on the date that any Tax Liens have been purchased or sold and the payment of the Fee by one party to the transaction shall not be contingent on the payment of the Fee by the other party, each such obligation to be independent from each other. You agree that if necessary you will provide Operator with the final details of all completed transactions relating to Tax Liens recorded using Services on this Site.
 

All Fees are exclusive of any sales tax for which the buyer and seller shall be additionally liable at the applicable rates from time to time (if applicable).

  

You shall not take any action to avoid Operator’s receipt of its Fee in connection with a transaction recorded on the Site.

 

By using these Services you agree not to use the Service for any illegal purpose or in violation of any local, state, national, or international law, violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, use the Services to market services, particularly investment advisory services, that might cause Operator to have to register as a broker dealer with the SEC, or to be treated as an underwriter.

  

Operator may at any time and at its sole discretion terminate your right to use this Site if Operator determines, in its sole discretion, that you have violated these Conditions of Use or any other agreement or policy posted on the Site or applicable to the Services provided here.

  

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AS TO THE PLATFORM AND THE SERVICES, THE OPERATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  UNLESS OTHERWISE AGREED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.

Notwithstanding anything else contained herein, the entire liability of Operator in connection with these Conditions of Use and the Services provided hereunder shall not exceed the amount of fees charged to you by the Operator for the provision of services for the applicable transaction in question.

Operator shall not be liable to you or be deemed to be in breach of these Conditions of Use by reason of any delay in performing, or any failure to perform, any of the Services if the delay or failure was due to any cause beyond Operator’s reasonable control.

You covenant and agree that you shall not assert any claim for damages arising out under or related to this Agreement against any party other than Operator, including without limitation any other subsidiaries or sister entities of Operator, and any officer, director, shareholder, agent or representative of Operator, as well as any investment account or fund managed by any such persons (collectively, “Operator Affiliates”), whether for breach of this Agreement, or under any statute, regulation or common law principle that may give you an independent right of action against any Operator Affiliates, including that any Operator Affiliate is the alter ego of Operator.

14. Indemnification

You agree to assume, pay, indemnify, hold harmless and reimburse Operator, its successors and assigns, and Operator’s officers, directors, employees, agents and representatives (the “Operator Parties”), for any and all liabilities, fines, damages, claims, suits, judgments, costs, and expenses (including reasonable and actual attorney’s fees and court costs) (collectively, “Operator Claims”) incurred by the Operator Parties that arise out of or are related to the MS Parties’ performance of the Services; provided, that no Operator Party shall be indemnified under this sentence for his, her or its own fraud or willful misconduct (which limitation shall not apply to any other Operator Party). In connection with the foregoing, within thirty (30) days after Operator receives notice of any claim or the commencement of any action to which this indemnification applies, Operator shall notify you of such claim or action.  If an Operator Claim is brought against an Operator Party, you may, at your option, defend the Operator Claim at your own expense by retaining counsel on the Operator Party’s behalf, or allow the Operator Parties named in the Operator Claim to retain counsel to defend the Operator Claim, in which event you shall be obligated to pay the expenses of defending the Operator Claim as they are incurred in advance of a final resolution of the Operator Claim upon receipt of an undertaking by each Operator Party named in the Operator Claim to repay such expenses if it shall ultimately be determined that the Operator Party is not entitled to be indemnified under this paragraph.  The Client agrees to promptly (but in no event more than five (5) days) notify any Operator Parties named in the Operator Claim of its election to, or election not to, defend the Operator Claim.

  

All services provided on this Site are delivered through electronic channel and available on this Site once you access your registered User Account.

  

In general the refund of Fees that you paid to Operator is only applicable in situations where the charge has accrued due to an error, such as a duplicate charge or an overcharge, or other. Operator will accept claims for refunds during the 60 day period following the Fee being charged to you. 
 

Operator will not refund in all cases where usage of the Site cannot be considered fair or can be classified as fraud. Operator may use all legal means available against fraudulent chargebacks, including contacting your credit card issuer, banking institution, or collection agency.
 

To obtain a refund you must contact [email protected] and provide transaction reference number or invoice number, date of transaction, amount in question and reason for the refund. Each claim will be reviewed separately and full or partial refund will be issued at the Operator’s sole discretion, within 30 days from date of the claim.

  

Operator grants you a limited license to access and use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of the Operator. This license does not include any resale use of this Site or its contents; any collection and use of any products and services listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another provider; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Operator. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Site without express written consent. You may not use any meta tags or any other “hidden text” utilizing Operator name or trademarks without the express written consent of the Operator. Any unauthorized use terminates the permission or license granted by the Operator. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Unique.Exchange so long as the link does not portray Site, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Operator logo or other proprietary graphic or trademark as part of the link without express written permission.

  

All content included on this Site, such as text, graphics, logos, button icons, images, audio or video clips, digital downloads, data compilations, and software, is the property of the Operator or its content and software suppliers and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of Operator and protected by United States and international copyright laws. All features used by the platform of this Site, including features for buying and selling tax liens, is the property of the Operator or its software suppliers and protected by United States and international copyright laws.

 
19. Digital Millennium Copyright Act Compliance

If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Unique Exchange’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works; identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Unique Exchange to locate the material; information reasonably sufficient to permit Unique Exchange to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Pursuant to Section 512(c)(2) of the Copyright Act, Unique Exchange designates the following agent to receive notifications of claimed infringement: Unique Exchange Inc., 30 N Gould St, Ste R, Sheridan, WY 82801; [email protected]. For the avoidance of doubt, only DMCA notices should go to Unique Exchange’s Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

20. Availability of the Platform
The Platform is generally available for use approximately 24 hours per day, 7 days per week. The Platform is monitored and managed to a committed level of monthly availability of at least 98% of the time based on a 24-hour period, not counting scheduled maintenance periods. The Platform shall be considered available if all of its features are operational, and its connection to the Internet is functioning correctly such that users with working Internet access may log in and use the service. The Platform may not be available during scheduled maintenance periods, from midnight Saturday through 6:00AM Sunday Eastern Time. A special scheduled maintenance period of up to 24 hours may be performed from time to time in order to effect major expansion and maintenance to the Platform. In the event that a special scheduled maintenance period is required, a minimum 48 hours’ notice will be given via e-mail, telephone and/or posted on the Platform.

21. Links to Third Party Sites
The Platform may contain hyperlinks to web sites operated by parties other than Operator. Such hyperlinks are provided for your reference only. The Operator does not control such web sites, and is not responsible for their contents.  The Operator’s inclusion of hyperlinks to such web sites does not imply any endorsement of the material on such web sites or any association with their operators, and your access and use of such web sites, including information, material, products and services therein, is solely at your own risk. Furthermore, because our privacy policy is applicable only when you are on the Platform’s web site, when you link to another web site you should read that web site’s privacy policy before disclosing any personal information.

22. Use of Platform by Operator Affiliates
The Operator and Operator Affiliates reserve the right to use the Platform to research, purchase, collect or sale Tax Liens, whether for their own account or for the account of third parties.  You agree that neither the Platform, the Operator nor any Operator Affiliate have any duty or obligation to disclose to you when the Platform is used by the Operator or an Operator Affiliate, and in particular when the Operator or an Operator Affiliate is the party listing a Tax Lien for sale or is the counterparty in any purchase or sale transaction that you effect through the Platform.  You agree that the Operator and any Operator Affiliate have the right to purchase any Tax Lien without first listing it for sale on the Platform, and have no duty or obligation to allow you or any other user the right to bid for or purchase a Tax Lien before it is made available for sale on the Platform.  You further acknowledge and agree that the Operator or the Operator Affiliates do not have any duty or obligation to post all information in their possession about a Tax Lien on the Platform, and that they may be in possession of information about a Tax Lien that is not made available to you.  Any information posted on the Platform about a Tax Lien is determined in the sole discretion of the Operator and may not include all relevant or material information about the Tax Lien known by the Operator or the Operator Affiliates.   You agree that the Operator has the right to charge different fees, lower fees or no fees to any Operator Affiliate that uses the Platform as well as any other unrelated user.  

 

Any disputes arising between you and Operator, and any disputes between the parties involving a counter party matched or purportedly matched with you by Operator shall be resolved pursuant to good faith efforts by such disputing parties. The parties shall first attempt to resolve the dispute by means of negotiations between representatives of each party who possess full authority to resolve such dispute. By visiting Unique.Exchange and using this Site and the Services, you agree that the laws of the of State of Wyoming (United States), without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Operator.  
 

Each party agrees to submit any dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such dispute. Upon such notice and attempt to resolve, the party may then commence arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the American Arbitration Association. The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. The parties may endeavor to resolve disputes by mediation at any time as they may agree, provided, however, that resolution of disputes by mediation is not required prior to initiating resolution of disputes by arbitration.
 

You and Unique Exchange agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this User Agreement. You understand that you may consult with counsel about agreeing to this User Agreement, and you agree that by using the Site, and the Services, you are voluntarily accepting the User Agreement.
  

We may provide notices to you by sending them to the email address associated with your registered User Account and our notice sent to you by email will be deemed received when sent. Any notice you have for us must be sent to the address below or to such other address as we provide in a notice to you or on this Site.

  

  

Unique Exchnage Inc
30 N Gould St, Ste R
Sheridan, WY 82801
United States

Email: [email protected]
Tel: +1 (307) 200 8595