on-line Exchange Membership Agreement

  1. CONTRACT AND MODIFICATION OF CONTRACT
      The following terms & conditions constitute the contract by and among Member Exchange and  Barter SAS LLC. a Corporation. Any use of  Barter SAS LLC. to facilitate a transaction by a Network Member Exchange (hereinafter Member Exchange) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by  Barter SAS LLC. . They apply to all Barter SAS LLC. Member Exchanges' and to all transactions facilitated by Barter SAS LLC.. At its sole discretion, Barter SAS LLC. may amend this Agreement by giving Member Exchange notice via e-mail. Barter SAS LLC. may amend the Policies and Procedures with notice via e-mail. Any purchase or sale by Member Exchange, which makes use of Barter SAS LLC. constitutes acceptance by Member Exchange of such change(s) and the agreement of Member Exchange to abide by the same.
     
  2. PARTICIPATION IN THE EXCHANGE
    1. NATURE OF THE PARTIES
      1. Barter SAS LLC. 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 SAS LLC. or its designee and through the medium of Barter SAS LLC. Trade Dollars. Barter SAS LLC. functions as a clearinghouse for the transactions of the Network membership.
      2. Barter SAS LLC. regulates the Network. Barter SAS LLC. acts as a third party record-keeper and administers the clearinghouse function of the Network for the Member Exchanges'. Barter SAS LLC. may contract with others to provide all or part of such services.
      3. Member Exchange is a bona fide and legal business that desires to do business with other exchanges of the Network and hereby subscribes to Barter SAS LLC. 's services. Member Exchange warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      4. Barter SAS LLC. reserves the right of final approval of this agreement and may refuse to accept anyone as a Member Exchange for any reason it deems necessary.
      5. The signer of this agreement hereby acknowledges that they are over 18 years old.
    2. DISCLAIMER OF WARRANTY AND LIABILITY
        Barter SAS LLC. 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 Exchange agrees to indemnify and hold Barter SAS LLC. harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member Exchange is a Buyer or Seller. Member Exchange acknowledges that any transaction facilitated by the Network, in Which Member Exchange participates is entered into by Member Exchange on a voluntary basis. Member Exchange agrees to waive any claim, debt, or liability whatsoever against Barter SAS LLC. 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 SAS LLC. responsible to pay any taxes on behalf of any Member Exchange. Transactions involving Barter SAS LLC. Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter SAS LLC. reports Barter SAS LLC. Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member Exchange. Member Exchange agrees to indemnify and hold Barter SAS LLC. harmless for any actions Barter SAS LLC. takes to comply with federal, state or provincial, and local laws.
     
  3. ADMINISTRATION OF THE EXCHANGE AND Barter SAS LLC. TRADE DOLLARS
    1. NATURE OF Barter SAS LLC. TRADE DOLLARS
      • Member Exchanges' conduct transactions (purchases or sales of goods or services) using the Barter SAS LLC. accounting system. Payments are made by posting debits and credits to the buying and selling Member Exchanges' respective accounts, pursuant to these Rules and in the form of Barter SAS LLC. Trade Dollars.
      • A " Barter SAS LLC. 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 SAS LLC. . Barter SAS LLC. Barter Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter SAS LLC. Member Exchange's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Barter SAS LLC. nor Member Exchange shall consider Barter SAS LLC. Barter Trade Dollars as legal tender, securities, or commodities. Barter SAS LLC. disclaims any and all responsibility for the acceptance or negotiability of Barter SAS LLC. Trade Dollars or for the availability of goods or services from any source.
    2. LIABILITY FOR Barter SAS LLC. TRADE DOLLARS
      • Member Exchange acknowledges that Barter SAS LLC. 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 SAS LLC. transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Member Exchanges' who owe Barter SAS LLC. Barter Dollars to the Exchange and are not the liability of Barter SAS LLC. .
      • Member Exchange acknowledges and grants to Barter SAS LLC. the right and power to regulate and control the number of Barter SAS LLC. Dollars within the Network.
      • Member Exchange grants to Barter SAS LLC. the right and power to borrow from the Network.
      • Member Exchange is NOT authorized to sell Barter SAS LLC. Trade Dollars for cash.
     
  4. SUSPENSION OR TERMINATION
    1. If Member Exchange violates this Agreement or the currently effective Policies and Procedures, Barter SAS LLC. may immediately terminate Member Exchanges' 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 SAS LLC. may reinstate Member Exchange or unfreeze Member Exchanges' account.
    2. Either party may terminate this Agreement upon seven (7) days notice to the other party. Upon termination:
      • All cash and Barter SAS LLC. Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.
      • Any Member Exchange with a negative account balance (where purchases exceed sales) must balance their account with Barter SAS LLC. Trade Dollars within thirty days of termination date. After said thirty day period, Member Exchange must immediately pay Barter SAS LLC. any remaining negative balance in cash.
      • Any Member Exchange with a positive balance (where sales exceed purchases) must spend out their account within thirty days of termination. DoBarter Service Fees must be paid prior to spending. Any trade dollars remaining after thirty days will become the property of Barter SAS LLC. .
      • In the event that a termination by Barter SAS LLC. or Member Exchange is initiated and all cash fees due Barter SAS LLC. are current, Barter SAS LLC. and the Member Exchange Trade Balance is not negative Barter SAS LLC. will export the current Membership contact information, Payments made, W9 and Buy and Sell transactional data (into an ASCII / CSV format) of the Member Exchange.
     
  5. Non Disclosure and Confidentiality and Barter SAS LLC. Proprietary Information
    1. Barter SAS LLC. agrees that all information provided by Member Exchange is Member Exchange's proprietary information. Member Exchange's private information, member information, and transactional data will not be shared with other Member Exchanges unless necessary to operate the system or complete a financial transaction in the Barter SAS LLC. system or as required by law.
    2. Member Exchange agrees that all information provided by Barter SAS LLC. is Barter SAS LLC. proprietary information or the proprietary information of another Member Exchange using Barter SAS LLC.. Barter SAS LLC. private information or the private information of another Member Exchange using Barter SAS LLC., member information, and transactional data will not be shared by Member Exchange with anyone unless necessary to operate the system or complete a financial transaction in the Barter SAS LLC. system or as required by law.
    3. Member Exchange agrees that access to software provided by Barter SAS LLC. gives Member Exchange access to Barter SAS LLC. Proprietary Information.
    4. Member Exchange agrees that giving software providers or developers access to Barter SAS LLC. system software Site Manager creates a financial obligation of $100,000.00 USD from Member Exchange to Barter SAS LLC..
    5. Member Exchange agrees use of Barter SAS LLC. system software gives Member Exchange valuable information into the software requirements of Barter SAS LLC. system software. Member Exchange agrees not create, participate in the creation of software relating to Barter SAS LLC. while using Barter SAS LLC. software and for a period one (1) day less than one (1) year after termination of use of Barter SAS LLC. software. Member Exchange agrees that violation of this creates a financial obligation of $100,000.00 USD from Member Exchange to Barter SAS LLC..
     
  6. FEES
    1. Member Exchanges' who Join the IBA only aand do not use the DoBarter on-line Barter software to operate a full Barter service Web site will be charged In accordance with IBA stated fees.
    2. Member Exchanges' who Join the DoBarter on-line and use the DoBarter on-line software system to operate a full Barter/Trade Exchange service Web site will be charged the following.
      1. There is a one time sign-up fee of $200.00 USD Enrollment/Setup Fee for each web site.
      2. Ongoing services fees are;
        1. 0.75% (3/4%) of Member Exchanges Transactions** per month, payable in cash and a flat $25 trade per month.
          • ** Note: A Buy/Sell is considered a single Transaction
        2. A minum of $25.00 USD per month per web site, payable in cash.
        3. A maxum of $500.00 USD per month, payable in cash for a Corporate/Exchange web site. Note: All web sites offer full Corporate level functions for each Exchange.
        4. The Do Barter on Line maximum monthly fee is $500.00 per [Corporate Exchange] / [Exchange] Web Site. 
        5. The Do Barter on Line maximum monthly fee is $500.00 per  Sub-Exchange  Web Site.
        6. Separate offices each require there own Sub-Exchange  Web Site. 
        7. All Exchanges are strictly prohibited from reselling Barter SAS LLC. services unless a permitted by written agreement.
        8. All Accounts in a Web site MUST meet our requirements NOT to attempt to resell DoBarter on Line Software without a separate Web Site.  For example.... 
          1. Requires all Web Sites to use the same DoBarter/IBA account.
          2. Requires all Web Sites to be wholly owned by the same company.
          3. Requires all members to be wholly owned by the same company.
          4. Requires the use of the same Tax ID for 1099B's/IRS reports.
      3. We do NOT offer to make arrangements to keep areas Exclusive at this time.
      4. Funds for the cash fees must be available the 1st of the following Month. Fees shall be collected from a credit card on file. If You prefer to pay by check You MUST Pre-pay Your account and we will deduct the fees from Your available balance.
      5. Fees paid to  Barter SAS LLC. are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Member Exchanges' obligations to each other is disputed, Barter SAS LLC. will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Member Exchanges' accounts.
      6. Member Exchanges that become past due by 2 days will have limited access to the Site Manager.
      7. Member Exchanges that become past due by 30 days will have Exchange Web Site closed. All positive Trade balances will be forfeit. All Negative Trade Balances shall become due and payable in Cash.
      8. Use of this system is considered acceptance of this agreement by the Member Exchange Owner agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.
      9. I hereby authorize Barter SAS LLC. to initiate automatic debits and/or credits to my account using any Credit Card on file per the Agreements I have with Barter SAS LLC.. I also authorize Barter SAS LLC. to make deposits or withdrawals to this account in the event that a debit or credit entry is made in error.
      10. This agreement to use any Credit Card on file will remain in effect until Barter SAS LLC. receives a written notice sent Registered or Certified Mail of cancellation from me allowing fourteen days (14 days) to process my request, or until my account has a zero balance with Barter SAS LLC..
       
    3. MISCELLANEOUS
      1. LEGAL REQUIREMENTS
          Member Exchange shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Barter SAS LLC. shall not be responsible for any failures on the part of Member Exchange to comply with such laws and regulations. Member Exchange agrees not to hold Barter SAS LLC. liable for any action Barter SAS LLC. takes to comply with applicable laws or regulations.
      2. NO WAIVER OF RIGHTS
          Barter SAS LLC. '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 SAS LLC. 's 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 SAS LLC. , Member Exchange shall pay Barter SAS LLC. 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 SAS LLC. terminates or otherwise ceases to do business, all Member Exchanges' in a negative Barter SAS LLC. Trade Dollar position will pay amounts they owe in Trade Dollars into a fund. The fund, less expenses, will be distributed pro rata to all Member Exchanges' who are in a positive Barter SAS LLC. Trade Dollar position. Barter SAS LLC. is not liable to any Member Exchanges' for cash or Barter SAS LLC. Trade Dollars beyond the distribution of such funds.
      5. SECURITY INTEREST
          Member Exchange hereby grants Barter SAS LLC. a security interest in all Trade Dollars in Member Exchanges' account for the amount of all unpaid cash fees. If Member Exchange becomes insolvent or bankrupt all cash fees shall be due and payable in full. Barter SAS LLC. 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 SAS LLC. does receive all of its cash fees in full, Barter SAS LLC. shall reinstate the Trade Dollars to the Member Exchanges' account.
      6. WARRANTY OF INFORMATION
          Member Exchange warrants that it provides all information to Barter SAS LLC. in good faith and that such information is accurate to the best of Member Exchanges' knowledge.
      7. FAX & E-MAIL SIGNATURES
          Barter SAS LLC. will, and Member Exchange agrees that Barter SAS LLC. may, accept a faxed or e-mailed signature as an original, legal signature.
      8. ENTIRE AGREEMENT
          Member Exchange 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 Exchange Application, this Agreement and the Policies & Procedures.
      9. NO WAIVER OF RIGHT
          Barter SAS LLC. '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 SAS LLC. 's remedies are cumulative and are not exclusive of any remedies provided by law.
      10. INDEMNIFICATION
          Member Exchange AGREES TO HOLD HARMLESS AND INDEMNIFY Barter SAS LLC. , IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM Member ExchangeS' PARTICIPATION IN ANY OF Barter SAS LLC. '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 SAS LLC.  and Member Exchange resulting in a judgment entered on behalf of the Member Exchange against  Barter SAS LLC. , Member Exchange agrees that  Barter SAS LLC.   shall have the right to satisfy said judgment in  Barter SAS LLC.  trade dollars.
       
    4. APPLICABLE LAW
      1. This agreement shall in all respects be construed under the laws of the State of  TN .
      2. Venue shall be Big Sandy, TN 38221 United States.
      3. Barter SAS LLC. reserves the right to choose Binding Arbitration by the Arbitrator of it's choice or Litigation at it's sole desecration.