USA Barter Group on-line MEMBERSHIP AGREEMENT

 
A. CONTRACT AND MODIFICATION OF CONTRACT
    The following terms & conditions constitute the contract by and among Member and USA Barter Group. Any use of USA Barter Group to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by USA Barter Group. They apply to all USA Barter Group Members' and to all transactions facilitated by USA Barter Group. At its sole discretion, USA Barter Group may amend this Agreement by giving Member thirty (30) days written notice via e-mail. USA Barter Group 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 USA Barter Group 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. USA Barter Group 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 USA Barter Group or its designee and through the medium of USA Barter Group Trade Dollars. USA Barter Group functions as a clearinghouse for the transactions of the Network membership.
    • b. USA Barter Group regulates the Network. USA Barter Group acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. USA Barter Group 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 USA Barter Group's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
    • d. USA Barter Group 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
      3. USA Barter Group 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 USA Barter Group 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 USA Barter Group arising out of any computer or software malfunction or processing errors.
  3. TAXES
      4. 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 USA Barter Group responsible to pay any taxes on behalf of any Member. Transactions involving USA Barter Group Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and USA Barter Group reports USA Barter Group 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 USA Barter Group harmless for any actions USA Barter Group takes to comply with federal, state or provincial, and local laws.
 
C. ADMINISTRATION OF THE EXCHANGE AND USA Barter Group TRADE DOLLARS
  1. NATURE OF USA Barter Group TRADE DOLLARS
    • Members' conduct transactions (purchases or sales of goods or services) using the USA Barter Group 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 USA Barter Group Trade Dollars.
    • A "USA Barter Group 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 USA Barter Group. USA Barter Group Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by USA Barter Group Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither USA Barter Group nor Member shall consider USA Barter Group Trade Trade Dollars as legal tender, securities, or commodities. USA Barter Group disclaims any and all responsibility for the acceptance or negotiability of USA Barter Group Trade Dollars or for the availability of goods or services from any source.
  2. LIABILITY FOR USA Barter Group TRADE DOLLARS
    • Member acknowledges that USA Barter Group 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 USA Barter Group transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe USA Barter Group Trade Dollars to the Exchange and are not the liability of USA Barter Group.
      • a. Member acknowledges and grants to USA Barter Group the right and power to regulate and control the number of USA Barter Group Dollars within the Network.
      • b. Member grants to USA Barter Group the right and power to borrow from the Network.
      • c. Member is NOT authorized to sell USA Barter Group Trade Dollars for cash.
 
D. SUSPENSION OR TERMINATION
  1. If Member violates this Agreement or the currently effective Policies and Procedures, USA Barter Group 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, USA Barter Group 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 USA Barter Group 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 USA Barter Group Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay USA Barter Group 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 USA Barter Group.
 
E. FEES
  1. Buy Trade Fees:  Cash Fees:  Trade Fees: 
    Percent Fee:  10.00% 0.00%
    Fee Option:  Standard Fees
  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 USA Barter Group are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, USA Barter Group 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 45 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.
 
F. MISCELLANEOUS
  1. LEGAL REQUIREMENTS
      2. Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. USA Barter Group shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold USA Barter Group liable for any action USA Barter Group takes to comply with applicable laws or regulations.
  2. NO WAIVER OF RIGHTS
      3. USA Barter Group 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. USA Barter Group remedies are cumulative and are not exclusive of any remedies provided by law.
  3. SEVERABILITY; ATTORNEY'S FEES
      4. 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 USA Barter Group, Member shall pay USA Barter Group 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
      5. If USA Barter Group terminates or otherwise ceases to do business, all Members' in a negative USA Barter Group Trade Dollar position will pay amounts they owe in cash (one USA Barter Group 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 USA Barter Group Trade Dollar position. USA Barter Group is not liable to any Members' for cash or USA Barter Group Trade Dollars beyond the distribution of such funds.
  5. SECURITY INTEREST
      6. Member hereby grants USA Barter Group 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. USA Barter Group 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 USA Barter Group does receive all of its cash fees in full, USA Barter Group shall reinstate the Trade Dollars to the Members' account.
  6. WARRANTY OF INFORMATION
      7. Member warrants that it provides all information to USA Barter Group in good faith and that such information is accurate to the best of Members' knowledge.
  7. FAX & E-MAIL SIGNATURES
      8. USA Barter Group will, and Member agrees that USA Barter Group may, accept a faxed or e-mailed signature as an original, legal signature.
  8. ENTIRE AGREEMENT
      9. 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
      10. USA Barter Group'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. USA Barter Group's remedies are cumulative and are not exclusive of any remedies provided by law.
  10. INDEMNIFICATION
      11. MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY USA Barter Group, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF USA Barter Group's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
  11. JUDGMENT SETTLEMENT
      12. In the event of a dispute between USA Barter Group and Member resulting in a judgment entered on behalf of the Member against USA Barter Group, Member agrees that USA Barter Group  shall have the right to satisfy said judgment in USA Barter Group 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 Cleveland, Oh 44133 United States.