BARTERWORKS
TRADING RULES AND REGULATIONS
The following terms and conditions constitute the contract by and among member and BarterWorks. Any use of BarterWorks, hereafter referred to as BarterWorks, to facilitate a transaction by a network member (hereinafter referred to as member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by BarterWorks. They apply to all BarterWorks members and to all transactions facilitated by BarterWorks. At its sole discretion, BarterWorks may amend these BarterWorks Trading Rules and Regulations by giving members a written notice via e-mail. Distribution of these Trading Rules and Regulations constitutes changes effective the date of distribution.
BarterWorks is 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 BarterWorks or its designee and through the medium of BarterWorks trade dollars.
BarterWorks regulates the network and acts as a third party record-keeper and oversees the clearinghouse function of the network for the members.
Member desires to do business with other members of the network and hereby subscribes to BarterWorks services. Member warrants that it is in compliance with all State, Federal, Industry and Professional laws and regulations.
BarterWorks reserves the right of final approval of this agreement and may refuse to accept anyone as a member for any reason it deems necessary, at anytime.
The signer of this agreement hereby acknowledges that they are over 18 years of age.
DISCLAIMER OF WARRANTY AND LIABILITY
BarterWorks makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, prices or any term of any trade transaction. Member agrees to indemnify and hold BarterWorks 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.
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 BarterWorks responsible to pay any taxes on behalf of any member. Transactions involving BarterWorks trade dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and BarterWorks reports 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 BarterWorks harmless for any actions BarterWorks takes to comply with federal, state or provincial, and local laws.
ADMINISTRATION OF THE EXCHANGE AND BARTERWORKS TRADE DOLLARS
NATURE OF BARTERWORKS TRADE DOLLARS
Members conduct transactions (purchases or sales of goods and/or services) using the BarterWorks online system. Payments are made by posting debits and credits to the buying and selling member's respective accounts, pursuant to these Trading Rules and Regulations, and in the form of BarterWorks trade dollars.
BarterWorks trade dollars are 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 BarterWorks. These trade dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by BarterWorks members but must run through buyers and sellers accounts so that BarterWorks may bill their appropriate transaction fees as per these Trading Rules and Regulations. Trade dollars may be used only in the manner and for the purposes set forth in these BarterWorks Trading Rules and Regulations. Neither BarterWorks nor member shall consider BarterWorks trade dollars as legal tender, securities, or commodities. BarterWorks disclaims any and all responsibility for the acceptance or negotiability of BarterWorks trade dollars or for the availability of goods or services from any source.
LIABILITY FOR BARTERWORKS TRADE DOLLARS
Member acknowledges that BarterWorks 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 BarterWorks transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of members who owe BarterWorks trade dollars to the exchange and are not the liability of BarterWorks.
Member acknowledges and grants to BarterWorks the right and power to regulate and control the number of BarterWorks trade dollars within the network.
Member understands that the seller is responsible to get an authorization from BarterWorks PRIOR to beginning any work for any buyer. That is the only way that seller can guarantee payment from BarterWorks member. BarterWorks has the complete authority to edit the trade amount or reverse the transaction if the work is not begun or completed within a timely fashion, or by written agreement.
Member also grants to BarterWorks the right and power to borrow from the network.
Member is NOT authorized to sell BarterWorks trade dollars for cash, under any circumstances, however on permanently closed accounts, BarterWorks may at its sole discretion, have the right to sell those trade dollars to cover lost revenue from transaction fees, etc.
SUSPENSION OR TERMINATION
If member violates any part of these BarterWorks Trading Rules and Regulations, or BarterWorks or member panel feels that member is not a good fit in the BarterWorks system, BarterWorks may at it's discretion 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, BarterWorks may reinstate member or unfreeze members account. BarterWorks may also, at its sole discretion, terminate a members account if it feels that they not a good positive member for BarterWorks and/or its members.
Either party may terminate this Agreement by communicating that decision to the other party.
Upon termination, all fees including spend out fees immediately become due and payable. No fees will be refunded.
Any member with a negative account balance (where purchases exceed sales) at BarterWorks option, member may balance their account with product, service and/or non-expiring gift certificates within thirty days of termination date. If BarterWorks chooses for any reason not to accept product or gift certificates to satisfy trade balance deficit, member must immediately pay to BarterWorks all fees and negative trade balance in cash. After said thirty day period, member must immediately pay to BarterWorks any remaining negative trade balance in cash.
Any Member with a positive balance (where sales exceed purchases) must spend their account balance within ninety days of termination, after any outstanding fees that are due (including spend out fees) are paid in full. Member will be able to spend the trade in their account but may not go into a negative. balance. If going into the negative balance is needed to complete a transaction, member will pay the difference in cash to BarterWorks BEFORE the final transaction is completed. In addition, the spend out fees on the BUY end only will be assessed on the account (5% of the positive trade balance along with the (3)$10 monthly fees for the 90 day spend out period) to allow member to spend the rest of their positive trade balance. Any trade dollars remaining after ninety days may become the property of BarterWorks. BarterWorks also may, at its sole discretion, extend the 90 day spend out period. In any case, the cash fees are still due and payable.
FEES
Fees paid to BarterWorks are non-refundable. If buyers or sellers do not complete a transaction, or if performance of members' obligations to each other is disputed, BarterWorks will not be obligated to refund any fees it has received. The only time that BarterWorks is obligated to refund the fees is if BarterWorks has made an accounting error.
Fees due for more than 15 days from statement date will be assessed a late fee of $25.00 per month, or 1.50% of the unpaid balance, whichever is greater, on the 16th day of the month. Fees still unpaid after 30 days will have the account frozen to trades. Fees due after 90 days will give BarterWorks the ability to seize all trade dollars in members account. Fees however are still due and payable.
A negative trade balance (after 30 days) will have a 1.5% cash fee added to the account on each statement (monthly) thereafter until the account is in a positive position. This is to prevent member from overspending their account but not selling back into the system in a timely fashion.
Ongoing transaction fees are a percentage of the transaction that member partakes in (depending upon which level of membership they have). Transactions are assessed whenever they buy or sell thru BarterWorks, payable in cash, check or PayPal as itemized on the monthly statement.
Ongoing monthly fees are assessed to assist BarterWorks in running the exchange.
By acceptance of this agreement (one transaction in the account)the member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.
LEGAL REQUIREMENTS
Member shall abide by applicable International, Federal, State or Provincial, and local laws or regulations pertaining to exchange transactions. BarterWorks shall not be responsible for any failures on the part of member to comply with such laws and regulations. Member agrees not to hold BarterWorks liable for any action BarterWorks takes to comply with applicable laws or regulations.
NO WAIVER OF RIGHTS
BarterWorks 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. BarterWorks remedies are cumulative and are not exclusive of any remedies provided by law.
SEVERABILITY; ATTORNEY'S FEES
Every item contained in this agreement is separate 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 BarterWorks Rules and Regulations. If legal action must be taken by BarterWorks, member shall pay BarterWorks 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.
DISSOLUTION
If BarterWorks ceases to do business, all member's in a negative BarterWorks trade dollar position will pay amounts they owe in cash (one BarterWorks trade 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 BarterWorks trade dollar position. BarterWorks is not liable to any member's for cash or BarterWorks trade dollars beyond the distribution of such funds.
SECURITY INTEREST
Member hereby grants BarterWorks a security interest in all trade dollars in member's 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 in order to reinstate account. BarterWorks 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 BarterWorks does receive all of its cash fees in full, BarterWorks shall reinstate the trade dollars to the member's account.
WARRANTY OF INFORMATION
Member warrants that it provides all information to BarterWorks in good faith and that such information is accurate to the best of member's knowledge.
FAX & E-MAIL SIGNATURES
BarterWorks will, and member agrees, that BarterWorks may accept a faxed or e-mailed signature as an original, legal signature.
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 these Trading Rules and Regulations.
NO WAIVER OF RIGHT
BarterWorks 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. BarterWorks remedies are cumulative and are not exclusive of any remedies provided by law.
INDEMNIFICATION
Member agrees to hold harmless BarterWorks, it’s officers, agents, representatives, associates and assigns from any loss, liability or damages which may result from members’ participation in any of BarterWorks transactions, activities, programs, promotions or advertising, including the costs of litigation and attorney’s fees.
JUDGMENT SETTLEMENT
In the event of a dispute between BarterWorks and member resulting in a judgment entered on behalf of the member against BarterWorks, member agrees that BarterWorks shall have the right to satisfy said judgment in BarterWorks trade dollars.
APPLICABLE LAW
This agreement shall in all respects be construed under the laws of the State of Arizona.
Any possible legal matters shall first be brought in front of the BarterWorks Arbitration Panel for possible resolution with the least amount of time and costs involved.
If the BarterWorks Arbitration Panel cannot resolve the issue, then the matter shall be brought before the Better Business Bureau – Resolution Center.
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