Barter of San Diego, Too! on-line MEMBERSHIP AGREEMENT

  1. CONTRACT AND MODIFICATION OF CONTRACT
      The following terms & conditions constitute the contract by and among Member and Barter of San Diego, Too!. Any use of Barter of San Diego, Too! to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Barter of San Diego, Too!. They apply to all Barter of San Diego, Too! Members' and to all transactions facilitated by Barter of San Diego, Too!. At its sole discretion, Barter of San Diego, Too! may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Barter of San Diego, Too! 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 Barter of San Diego, Too! after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
     
  2. PARTICIPATION IN THE EXCHANGE
    1. NATURE OF THE PARTIES
      • a. Barter of San Diego, Too! 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 of San Diego, Too! or its designee and through the medium of Barter of San Diego, Too! Trade Dollars. Barter of San Diego, Too! functions as a clearinghouse for the transactions of the Network membership.
      • b. Barter of San Diego, Too! regulates the Network. Barter of San Diego, Too! acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Barter of San Diego, Too! 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 Barter of San Diego, Too!'s services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      • d. Barter of San Diego, Too! 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. Barter of San Diego, Too! 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 Barter of San Diego, Too! 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 Barter of San Diego, Too! 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 Barter of San Diego, Too! responsible to pay any taxes on behalf of any Member. Transactions involving Barter of San Diego, Too! Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter of San Diego, Too! reports Barter of San Diego, Too! 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 Barter of San Diego, Too! harmless for any actions Barter of San Diego, Too! takes to comply with federal, state or provincial, and local laws.
     
  3. ADMINISTRATION OF THE EXCHANGE AND Barter of San Diego, Too! TRADE DOLLARS
    1. NATURE OF Barter of San Diego, Too! TRADE DOLLARS
      • Members' conduct transactions (purchases or sales of goods or services) using the Barter of San Diego, Too! 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 Barter of San Diego, Too! Trade Dollars.
      • A "Barter of San Diego, Too! 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 of San Diego, Too!. Barter of San Diego, Too! Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter of San Diego, Too! Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Barter of San Diego, Too! nor Member shall consider Barter of San Diego, Too! Trade Trade Dollars as legal tender, securities, or commodities. Barter of San Diego, Too! disclaims any and all responsibility for the acceptance or negotiability of Barter of San Diego, Too! Trade Dollars or for the availability of goods or services from any source.
    2. LIABILITY FOR Barter of San Diego, Too! TRADE DOLLARS
      • Member acknowledges that Barter of San Diego, Too! 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 of San Diego, Too! transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Barter of San Diego, Too! Trade Dollars to the Exchange and are not the liability of Barter of San Diego, Too!.
        • a. Member acknowledges and grants to Barter of San Diego, Too! the right and power to regulate and control the number of Barter of San Diego, Too! Dollars within the Network.
        • b. Member grants to Barter of San Diego, Too! the right and power to borrow from the Network.
        • c. Member is NOT authorized to sell Barter of San Diego, Too! Trade Dollars for cash.
     
  4. SUSPENSION OR TERMINATION
    1. If Member violates this Agreement or the currently effective Policies and Procedures, Barter of San Diego, Too! 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, Barter of San Diego, Too! 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 Barter of San Diego, Too! 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 Barter of San Diego, Too! Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Barter of San Diego, Too! 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 Barter of San Diego, Too!.
     
  5. FEES
    1. Sign Up Fee:  $795.00
      Monthly Fees:  Cash Fees:  Trade Fees: 
      Monthly Dues: $18.50 $18.50
      Buy Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  7.50% 2.50%
      Sell Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  7.50% 2.50%
      Fee Option: SILVER Lifetime Membership NOTE: ALL Cash Fees are in USD  
      Anticipated sales under T$25,000 annually
      Sign Up Fee:  $1,495.00
      Monthly Fees:  Cash Fees:  Trade Fees: 
      Monthly Dues: $18.50 $18.50
      Buy Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  6.00% 1.00%
      Sell Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  6.00% 1.00%
      Fee Option: GOLD LIfetime Membership NOTE: ALL Cash Fees are in USD  
      Anticipated annual sales between T$25,000 ~ T$50,000
      Sign Up Fee:  $2,795.00
      Monthly Fees:  Cash Fees:  Trade Fees: 
      Monthly Dues: $18.50 $18.50
      Buy Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  4.00% 1.00%
      Sell Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  4.00% 1.00%
      Fee Option: PLATINUM Lifetime Membership NOTE: ALL Cash Fees are in USD  
      Anticipated annual sales over T$50,000
    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 Barter of San Diego, Too! are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Barter of San Diego, Too! 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. 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.
     
  6. MISCELLANEOUS
    1. LEGAL REQUIREMENTS
        2. Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Barter of San Diego, Too! shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Barter of San Diego, Too! liable for any action Barter of San Diego, Too! takes to comply with applicable laws or regulations.
    2. NO WAIVER OF RIGHTS
        3. Barter of San Diego, Too! 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 of San Diego, Too! 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 Barter of San Diego, Too!, Member shall pay Barter of San Diego, Too! 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 Barter of San Diego, Too! terminates or otherwise ceases to do business, all Members' in a negative Barter of San Diego, Too! Trade Dollar position will pay amounts they owe in cash (one Barter of San Diego, Too! 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 Barter of San Diego, Too! Trade Dollar position. Barter of San Diego, Too! is not liable to any Members' for cash or Barter of San Diego, Too! Trade Dollars beyond the distribution of such funds.
    5. SECURITY INTEREST
        6. Member hereby grants Barter of San Diego, Too! 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. Barter of San Diego, Too! 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 of San Diego, Too! does receive all of its cash fees in full, Barter of San Diego, Too! shall reinstate the Trade Dollars to the Members' account.
    6. WARRANTY OF INFORMATION
        7. Member warrants that it provides all information to Barter of San Diego, Too! in good faith and that such information is accurate to the best of Members' knowledge.
    7. FAX & E-MAIL SIGNATURES
        8. Barter of San Diego, Too! will, and Member agrees that Barter of San Diego, Too! 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. Barter of San Diego, Too!'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 of San Diego, Too!'s remedies are cumulative and are not exclusive of any remedies provided by law.
    10. INDEMNIFICATION
        11. MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Barter of San Diego, Too!, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Barter of San Diego, Too!'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 Barter of San Diego, Too! and Member resulting in a judgment entered on behalf of the Member against Barter of San Diego, Too!, Member agrees that Barter of San Diego, Too!  shall have the right to satisfy said judgment in Barter of San Diego, Too! trade dollars.
     
  7. APPLICABLE LAW
    1. This agreement shall in all respects be construed under the laws of the State of CA.
    2. Venue shall be San Diego, CA 92116 United States.