A. CONTRACT AND MODIFICATION OF CONTRACT

 

 

    The following terms and condititons constitute the contract by and

    among Member and Bartertrain, Inc., a Corporation. Any use of Bartertrain,Inc,

    hereafter referred to as Bartertrain, to facililtate a transaction by a Network

    Member (hereinafter referred to as Member) constitutes acceptance of all terms,

    condititons, polices and procedures as most recently adopted by Bartertrain.

    They apply to all Bartertrain Members and to all transactions facilitated by Bartertrain.

    At its sole discretion, Bartertrain may amend this agreement by giving Member thirty

    (30) days written notice via e-mail. Bartertrain may amend the policies and procedures

    with seven (7) days written notice via e-mail. Any purchase or sale by a member,

    which makes use of Bartertrain after these time frames constitutes acceptance by

    member of such change(s) and the agreement of member to abide by the same.

 

 

       A. Bartertrain 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 administative services of Bartertrain or its designee

      and through the medium of Bartertrain Trade Dollars. Bartertrain functions as a

      clearinghouse for the transactions of the Network membership.

      B. Batertrain 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 Bartertrain Services. Member warrants

     that it is in compliance with all State, Federal, industry and professional laws and 

     regulations.

    D. Bartertrain 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.

         Bartertrain makes no representation or warranty, either express or implied and, 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 bartertrain 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 liabitity whatsoever against Bartertrain because of any

         computer or software malfunction or processing errors.

         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 Bartertrain responsible to pay any taxes on behalf of any member.

         Transactions involving Bartertrain Trade Dollars are generally treated as taxable events

         for federal, state or provincial,and local tax purposes and Bartertrain reports  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 Bartertrain harmless for any actions Bartertrain

         takes to comply with federal, state or provincial, and local laws.

 

 

        Members conduct transactions (purchases or sales of goods or services) using

        the Bartertrain online 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 Bartertrain Trade Dollars.

       

        Bartertrain 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 Bartertrain. These

        Trade Dollars denote value received for goods or services made available by Bartertrain

        members. Trade Dollars may be used only in the manner and for the purposes set forth in

        this agreement and the Policies and Procedures. Neither Bartertrain nor member shall

        consider Bartertrain Trade Dollars as legal tender, securities, or commodities. Bartertrain

        disclaims any and all responsibility for the acceptance or negotiability of Bartertrain Trade

        Dollars or for the availability of goods or services from any source.

         Member acknowledges that Bartertrain 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

         Bartertrain transactions incur the normal business risks associated with any credit

         transaction. Any negative trade balances are solely the liability of members who owe

         Bartertrain Trade Dollars to the exchange and are not the liability of Bartertrain.

        A. member acknowledges and grants to Bartertrain the right and power to regulate and

             control the number of Bartertrain Trade Dollars within the network.

        B. Member grants to Bartertrain the right and power to borrow from the Network.

        C. Member is NOT authrorized to sell Bartertrain Trade Dollars for cash.

1. If member violates this agreement or the currently effective policies and procedures,

    Bartertain may at it's discretion immediately terminate memebers account or may freeze

    all acitivity in the account without notice and/or make immediate adjustment to the

    transactions involved. At its sole discretion, Bartertrain 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 request.

    A. All cash and Bartertrain Trade Dollar service fees outstanding become due and payable.

        No service fees will be refunded.

    B. Any member with negative account balance (where purchases exceed sales) must

         balance their account with Bartertrain Trade Dollars within thirty days of terminantion

         date. After said thirty day period, member must immediately pay to Bartertrain 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 will become the property of bartertrain.

   1. There is a one-time enrollment fee, please contact your broker. 

   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 Bartertrain are non-refundable. if buyers or sellers do not complete a

       transaction, or if performance of members obligations to each other is disputed,

       Bartertrain wil not be obligated to refund any fees it has received.

   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 $15.00  per month, or 1.50% of the unpaid balance,

       whichever is more.

   5. Members who join Bartrain and use the Bartertrain software will be charged the

       following:

       - One time Enrollment fee, contact broker for more information.

       - Ongoing services fees are 4.95% of members transactions whenever they buy or sell

          thru Bartertrain, payable in cash.

       - Ongoing services fees are a minimim of $10.00 USD per month, payable in cash and

          Trade Dollars.

   6. By acceptance of this agreement the member agrees personally and corporately to

        guarantee payment of all cash fees and is responsible for all negative Bartertrain Dollars.

        if any.

         Member shall abide by applicable international, federal, state or provincial, and local laws

         or regulations pertaining to exchange transactions. Bartertrain shall not be responsible

         for any failures on the part of member to comply with such laws and regulations. member

        agrees not to hold Bartertrain liable for any action Bartertrain takes to comply with

        applicable laws or regulations.

        Bartertrains 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.

        Bartertrain remedies are cumulativemand 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 inforceability of other terms

        outlined in this agreement or the policies and prrocedures. If legal action must be taken

        by Bartertrain, member shall pay bartertrain 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 an acceptable arbitration.

        If Bartertrain terminates or otherwise ceases to do business, all members in a negative

        Bartertrain Trade dollars position will pay amounts they owe in cash (one Bartertrain

        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 Bartertrain

        Trade Dollars beyond the distribution of such funds.

        Member hereby grants Bartertrain 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. Bartertrain 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 Bartertrain does

        recieve all of its cash fees in full, Bartertrain shall reinstate the Trade Dollars to the

        members account.

    6. WARRANTY OF INFORMATION

         Member warrants that it provides all information to Bartertrain in good faith and that of

         such information is accurate to the best of members knowledge.

    7.  FAX & E-MAIL SIGNATURES

         Bartertrain will, and member agrees, that Bartertrain may, accept a faxed or e-mailed

         signature as an original, legal signature.

        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 and procedures.

    9. NO WAIVER OF RIGHT

        Bartertrain failure of 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.

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

        Member agrees to hold harmless Bartertrain, it's officers, agents, representatives,

        associates and assigns from any losses, liability of damages whichmay result from

        members participation in any of Bartertrain's transactions, activities, programs,    promotions, or advertising, including the costs of litigation and attorneys fees.

         In the event of a dispute between Bartertrain and member resulting in a judgment

         entered on behalf of the member against Bartertrain, member agrees that Bartertrain

         shall have the right to satisfy said judgment in Bartertrain Trade Dollars.

       1. This agreement shall in respects be construed under the laws of the State of FL.

       2. Venue shall be Marion County, Florida USA.