ABC Barter on-line MEMBERSHIP AGREEMENT

The following terms & conditions constitute the contract by and among Member and ABC Barter. Any use of ABC Barter to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by ABC Barter. They apply to all ABC Barter Members' and to all transactions facilitated by ABC Barter. At its sole discretion, ABC Barter may amend this Agreement by giving Member thirty (30) days written notice via e-mail. ABC Barter 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 ABC Barter after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.

1. NATURE OF THE PARTIES
• a. ABC Barter 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 ABC Barter or its designee and through the medium of ABC Barter Trade Dollars. ABC Barter functions as a clearinghouse for the transactions of the Network membership.
• b. ABC Barter regulates the Network. ABC Barter acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. ABC Barter 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 ABC Barter's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
• d. ABC Barter 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
ABC Barter 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 ABC Barter 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 ABC Barter 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 ABC Barter responsible to pay any taxes on behalf of any Member. Transactions involving ABC Barter Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and ABC Barter reports ABC Barter 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 ABC Barter harmless for any actions ABC Barter takes to comply with federal, state or provincial, and local laws.

 

C. ADMINISTRATION OF THE EXCHANGE AND ABC Barter TRADE DOLLARS

1. NATURE OF ABC Barter TRADE DOLLARS
• Members' conduct transactions (purchases or sales of goods or services) using the ABC Barter 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 ABC Barter Trade Dollars.
• A "ABC Barter 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 ABC Barter. ABC Barter Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by ABC Barter Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither ABC Barter nor Member shall consider ABC Barter Trade Trade Dollars as legal tender, securities, or commodities. ABC Barter disclaims any and all responsibility for the acceptance or negotiability of ABC Barter Trade Dollars or for the availability of goods or services from any source.
2. LIABILITY FOR ABC Barter TRADE DOLLARS
• Member acknowledges that ABC Barter 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 ABC Barter transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe ABC Barter Trade Dollars to the Exchange and are not the liability of ABC Barter.
• a. Member acknowledges and grants to ABC Barter the right and power to regulate and control the number of ABC Barter Dollars within the Network.
• b. Member grants to ABC Barter the right and power to borrow from the Network.
• c. Member is NOT authorized to sell ABC Barter Trade Dollars for cash.

 

D. SUSPENSION OR TERMINATION

1. If Member violates this Agreement or the currently effective Policies and Procedures, ABC Barter 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, ABC Barter 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 ABC Barter 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 ABC Barter Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay ABC Barter 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 ABC Barter.

 

E. FEES

1. Sign Up Fee:  $395.00 Buy Trade Fees:  Cash Fees:  Trade Fees:  Percent Fee:  5.00% 5.00% Minim Fee:  $5.00 $5.00 Sell Trade Fees:  Cash Fees:  Trade Fees:  Percent Fee:  5.00% 5.00% Minim Fee:  $5.00 $5.00

   Fee Option:  Standard Fees

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2. 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.
3. Fees paid to ABC Barter are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, ABC Barter will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
4. Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $10.00 per month, or 1.50% of the unpaid balance, whichever is more.
5. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade dollars, if any.

 

E.1 Annual Marketing Fees

1. Annual Marketing Fees are $150.00

 

F. MISCELLANEOUS

1. LEGAL REQUIREMENTS
Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. ABC Barter shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold ABC Barter liable for any action ABC Barter takes to comply with applicable laws or regulations.
2. NO WAIVER OF RIGHTS
ABC Barter 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. ABC Barter 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 ABC Barter, Member shall pay ABC Barter 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 ABC Barter terminates or otherwise ceases to do business, all Members' in a negative ABC Barter Trade Dollar position will pay amounts they owe in cash (one ABC Barter 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 ABC Barter Trade Dollar position. ABC Barter is not liable to any Members' for cash or ABC Barter Trade Dollars beyond the distribution of such funds.
5. SECURITY INTEREST
Member hereby grants ABC Barter 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. ABC Barter 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 ABC Barter does receive all of its cash fees in full, ABC Barter shall reinstate the Trade Dollars to the Members' account.
6. WARRANTY OF INFORMATION
Member warrants that it provides all information to ABC Barter in good faith and that such information is accurate to the best of Members' knowledge.
7. FAX & E-MAIL SIGNATURES
ABC Barter will, and Member agrees that ABC Barter 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
ABC Barter'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. ABC Barter's remedies are cumulative and are not exclusive of any remedies provided by law.
10. INDEMNIFICATION
MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY ABC Barter, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF ABC Barter'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 ABC Barter and Member resulting in a judgment entered on behalf of the Member against ABC Barter, Member agrees that ABC Barter  shall have the right to satisfy said judgment in ABC Barter trade dollars.

 

G. APPLICABLE LAW

1. This agreement shall in all respects be construed under the laws of the State of CA.
2. Venue shall be Alhambra, CA 91803 United States.