Online Membership Agreement
Barter Works Online
MEMBERSHIP AGREEMENT
A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms & conditions constitute the contract by and among Member and Barter Works. Any use of Barter Works to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Barter Works. They apply to all Barter Works Members' and to all transactions facilitated by Barter Works. At its sole discretion, Barter Works may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Barter Works may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of Barter Works after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
B. PARTICIPATION IN THE EXCHANGE
1. NATURE OF THE PARTIES
a. Barter Works operates an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of Barter Works or its designee and through the medium of Barter Works Trade Dollars. Barter Works functions as a clearinghouse for the transactions of the Network membership.
b. Barter Works regulates the Network. Barter Works acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Barter Works may contract with others to provide all or part of such services.
c. Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to Barter Works's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
d. Barter Works reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
e. The signer of this agreement hereby acknowledges that they are over 18 years old.
2. DISCLAIMER OF WARRANTY AND LIABILITY
Barter Works makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold Barter Works harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against Barter Works arising out of any computer or software malfunction or processing errors.
3. TAXES
Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is Barter Works responsible to pay any taxes on behalf of any Member. Transactions involving Barter Works Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter Works reports Barter Works Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold Barter Works harmless for any actions Barter Works takes to comply with federal, state or provincial, and local laws.
C. ADMINISTRATION OF THE EXCHANGE AND Barter Works TRADE DOLLARS
1. NATURE OF Barter Works TRADE DOLLARS
Members' conduct transactions (purchases or sales of goods or services) using the Barter Works accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of Barter Works Trade Dollars.
A "Barter Works trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by Barter Works. Barter Works Barter Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter Works Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Barter Works nor Member shall consider Barter Works Barter Trade Dollars as legal tender, securities, or commodities. Barter Works disclaims any and all responsibility for the acceptance or negotiability of Barter Works Trade Dollars or for the availability of goods or services from any source.
2. LIABILITY FOR Barter Works TRADE DOLLARS
Member acknowledges that Barter Works Trade Dollars in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that Barter Works transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Barter Works Barter Dollars to the Exchange and are not the liability of Barter Works.
a. Member acknowledges and grants to Barter Works the right and power to regulate and control the number of Barter Works Dollars within the Network.
b. Member grants to Barter Works the right and power to borrow from the Network.
c. Member is NOT authorized to sell Barter Works Trade Dollars for cash.
D. SUSPENSION OR TERMINATION
1. If Member violates this Agreement or the currently effective Policies and Procedures, Barter Works may immediately terminate Members' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, Barter Works may reinstate Member or unfreeze Members' account.
2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
a. All cash and Barter Works Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.
b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with Barter Works Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Barter Works any remaining negative balance in cash.
c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within ninety days of termination. Any trade dollars remaining after ninety days will become the property of Barter Works.
E. FEES
1. There is a one time Enrollment Fee of $300.00.
2. Ongoing Cash Buyer Services Fees are 5.00% of the total Transaction Amount due from the Buyer payable in cash.
3. Ongoing Cash Seller Services Fees are 5.00% of the total Transaction Amount due from the Seller payable in cash
4. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. If You prefer to pay by check You can Pre-pay Your account and we will deduct the fees from Your available balance.
5. Fees paid to Barter Works are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Barter Works will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
6. Transaction fees payable are due at time of purchase and fees due for more than 45 days will be assessed a late fee of $10.00 per month, or 1.50% of the unpaid balance, whichever is more.
7. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.
E1. PROCEDURES AND REGULATIONS
1. Member agrees to treat their fellow trade members with the same consideration, courtesy and attention as cash customers.
2. Sales tax must be paid by the buyer and reported by the seller.
3. Member monthly statement will be considered accurate as printed, unless Barter Works accounting department is notified of any discrepancy by the 10th of the month.
4. Any member that has a returned check to Barter Works by the bank will be charged $20 in cash.
5. Direct trades between members are prohibited, and any direct trade will constitute breach of this agreement.
6. Member agrees to provide written notice to Barter Works within 30 days prior to renewal date of the member's agreement if he/she does not intend to renew. Unless such notice is received, this agreement shall be automatically renewed, thereby authorizing Barter Works to debit member's account, without notice for the next year's annual administrative fees of $75.00 cash and $75.00 trade.
7. Member will sell goods or services for 100% trade at their prevailing prices to other members in good standing. First $3,000 of all transactions must be bartered for 100% trade. Thereafter, any additional monies in excess of $3,000 is negotiable between the two parties. On any part cash and part trade transaction, Barter Works receives 5% cash from the seller on cash portion of transaction as its commission.
8. Barter Works retains the right to inquire into allegations of overpricing and demands by member for part payment in cash of the first $3,000. Barter Works retains the right to cancel the account of those members found guilty of these infractions.
9. Barter Works reserves the right to suspend trading until the service fee is brought up to date. In the event the account is in arrears for a period of 60 days, Barter Works retains the right to terminate the account, and the member will forfeit all trade credits. If the member is in a deficit trade position, he/she will owe Barter Works the equivalent amount in cash, in addition to any cash fees due and owing.
10. Member may request their account to be placed on standby (temporarily not trading) status under the following conditions:
Member's account must not be in a cash or trade deficit.
Member must be given written notice to the Barter Works trade department first before refusing to accept trade members.
F. MISCELLANEOUS
1. LEGAL REQUIREMENTS
Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Barter Works shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Barter Works liable for any action Barter Works takes to comply with applicable laws or regulations.
2. NO WAIVER OF RIGHTS
Barter Works failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Barter Works remedies are cumulative and are not exclusive of any remedies provided by law.
3. SEVERABILITY; ATTORNEY'S FEES
Every item contained in this agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by Barter Works, Member shall pay Barter Works reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
4. DISSOLUTION
If Barter Works terminates or otherwise ceases to do business, all Members' in a negative Barter Works Trade Dollar position will pay amounts they owe in cash (one Barter Works Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members' who are in a positive Barter Works Trade Dollar position. Barter Works is not liable to any Members' for cash or Barter Works Trade Dollars beyond the distribution of such funds.
5. SECURITY INTEREST
Member hereby grants Barter Works a security interest in all Trade Dollars in Members' account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt all cash fees shall be due and payable in full. Barter Works shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if Barter Works does receive all of its cash fees in full, Barter Works shall reinstate the Trade Dollars to the Members' account.
6. WARRANTY OF INFORMATION
Member warrants that it provides all information to Barter Works in good faith and that such information is accurate to the best of Members' knowledge.
7. FAX & E-MAIL SIGNATURES
Barter Works will, and Member agrees that Barter Works may, accept a faxed or e-mailed signature as an original, legal signature.
8. ENTIRE AGREEMENT
Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.
9. NO WAIVER OF RIGHT
Barter Works's failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Barter Works's remedies are cumulative and are not exclusive of any remedies provided by law.
10. INDEMNIFICATION
MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Barter Works, ITS OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Barter Works's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
11. JUDGMENT SETTLEMENT
In the event of a dispute between Barter Works and Member resulting in a judgment entered on behalf of the Member against Barter Works, Member agrees that Barter Works shall have the right to satisfy said judgment in Barter Works trade dollars.
G. APPLICABLE LAW
1. This agreement shall in all respects be construed under the laws of the State of OH.
2. Venue shall be Highland Hts, OH 44143 United States.
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