BARTER CONNECTIONS 

 a division of ibarterservices.com

ON-LINE MEMBERSHIP AGREEMENT 

A. CONTRACT AND MODIFICATION OF CONTRACT

The following terms & conditions constitute the contract by and between Member and Barter Connections, a division of ibarterservices.com and Barter Systems, LLC. Any use of Barter Connections, hereafter referred to as BC, 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 BC. They apply to all BC Members’ and to all transactions facilitated by BC. At its sole discretion, BC may amend this agreement by giving Member thirty (30) days written notice via e-mail. BC 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 BC 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. BC 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 BC or its designee and through the medium of BC Trade Dollars. BC functions as a clearinghouse for the transactions of the Network membership.
   • B. BC regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members’.
   • C. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to BC services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
   • D. BC 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 of age.
2. DISCLAIMER OF WARRANTY AND LIABILITY

BC 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 BC 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 BC because 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 BC responsible to pay any taxes on behalf of any Member. Transactions involving BC Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and BC reports BC Trade 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 BC harmless for any actions BC takes to comply with federal, state or provincial, and local laws.

 C. ADMINISTRATION OF THE EXCHANGE AND BC TRADE DOLLARS

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

 D. SUSPENSION OR TERMINATION

1. If Member violates this Agreement or the currently effective Policies and Procedures, BC may at its 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, BC may reinstate Member or unfreeze Members’ account.
2. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon termination:
   • A. All cash and BC Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.
   • B. Any Member with a negative account balance (where purchases exceed sales) must balance their account with BC Trade Dollars within thirty days of termination date. After said thirty-day period, Member must immediately pay to BC 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 BC.

E. FEES 

 There is a $395.00 sign-up fee and a $200.00 annual renewal fee. 

1. 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.
2. Fees paid to BC are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members’ obligations to each other is disputed, BC will not be obligated to refund any fees it has received.
3. Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a monthly late fee of 1.50% of the unpaid balance.  
4. Members’ who join BC and use the BC software will be charged the following.
   • A $395.00 sign up fee.
   • Ongoing services fees are 15% of the buyer’s transactions
   • There is a $200.00 annual renewal fee that will automatically bill on your annual renewal date. 
   • There are currently no monthly services fees or minimums.
   • We do NOT offer to keep geographic areas exclusive.
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 barter dollars, if any.

 F. MISCELLANEOUS

1. LEGAL REQUIREMENTS

Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. BC shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold BC liable for any action BC takes to comply with applicable laws or regulations.

2. NO WAIVER OF RIGHTS

BC 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. BC 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 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 the Policies and Procedures. If legal action must be taken by BC, Member shall pay BC 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 BC terminates or otherwise ceases to do business, all Members’ in a negative BC Trade Dollar position will pay amounts they owe in cash (one BC 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 BC Trade Dollar position. BC is not liable to any Member’s for cash or BC Trade Dollars beyond the distribution of such funds.

5. SECURITY INTEREST

Member hereby grants BC 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. BC 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 BC does receive all of its cash fees in full, BC shall reinstate the Trade Dollars to the Member’s account.

6. WARRANTY OF INFORMATION

Member warrants that it provides all information to BC in good faith and that such information is accurate to the best of Member’s knowledge.

7. FAX & E-MAIL SIGNATURES

BC will, and Member agrees, that BC 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

BC’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. BC remedies are cumulative and are not exclusive of any remedies provided by law.

10. INDEMNIFICATION

MEMBER AGREES TO HOLD HARMLESS BC, IT’S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS’ PARTICIPATION IN ANY OF BC’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 BC and Member resulting in a judgment entered on behalf of the Member against BC, Member agrees that BC shall have the right to satisfy said judgment in BC Trade Dollars.

G. APPLICABLE LAW

1. This agreement shall in all respects be construed under the laws of the Commonwealth of Massachusetts.
2. Venue shall be Middlesex County, Massachusetts, USA.