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Southern Barter Club Membership Agreement A. CONTRACT AND MODIFICATION OF
CONTRACT The following terms &
conditions constitute a contract by and among Member and Southern
Barter Club. Any use of Southern Barter Club to facilitate a transaction
by a Network Member (hereinafter Member) constitutes acceptance of all terms,
conditions, policies and procedures as most recently adopted by Southern
Barter Club. They apply to all Southern Barter Club Members and to all
transactions facilitated by Southern Barter Club. At its sole discretion,
Southern Barter Club may amend this Agreement by giving Member thirty (30) days
written notice via e-mail. Southern Barter Club 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 Southern Barter Club 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)
Southern Barter Club 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 Southern Barter Club or its designee and through the
medium of Southern Barter Club Trade Dollars. Southern Barter Club functions as
a clearinghouse for the transactions of the Network membership. b)
Southern Barter Club regulates the Network. Southern Barter
Club acts as a third party record-keeper and administers the clearinghouse function
of the Network for the Members. Southern Barter Club 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 Southern
Barter Club's services. Member warrants that it is in compliance with all
State, Federal, industry and professional laws and regulations. d)
Southern Barter Club 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. f)
The member bears sole responsibility for the authentication
of the identity of any person Member may trade with. Because authentication is
difficult particularly on the internet, SBC cannot and does not confirm any
Person’s purported identity and should establish their own standards for
identity authentication. 2.
DISCLAIMER OF WARRANTY AND LIABILITY Southern Barter Club 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
Southern Barter Club 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 Southern
Barter Club arising out 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 Southern Barter Club responsible to pay any taxes on behalf of any Member.
Transactions involving Southern Barter Club Trade Dollars are generally treated
as taxable events for federal, state or provincial, and local tax purposes and
Southern Barter Club reports Southern Barter Club 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 Southern Barter Club harmless for any actions
Southern Barter Club takes to comply with federal, state or provincial, and
local laws. C. ADMINISTRATION OF THE EXCHANGE
AND SOUTHERN BARTER CLUB TRADE DOLLARS 1. NATURE
OF SOUTHERN BARTER CLUB TRADE DOLLARS a)
Members conduct transactions (purchases or sales of goods or
services) using the Southern Barter Club 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 Southern Barter Club Trade
Dollars. b)
"Southern Barter Club 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 Southern Barter Club. Southern
Barter Club Trade Dollars denote value received for goods or services sold, and
may be exchanged for other goods or services made available by Southern Barter
Club 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 Southern Barter
Club nor Member shall consider Southern Barter Club Trade Dollars as legal
tender, securities, or commodities. Southern Barter Club disclaims any and all
responsibility for the acceptance or negotiability of Southern Barter Club
Trade Dollars or for the availability of goods or services from any source. 2.
LIABILITY FOR SOUTHERN BARTER CLUB TRADE DOLLARS Member acknowledges that Southern
Barter Club 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 Southern Barter Club transactions incur the normal business risks
associated with any credit transaction. Any positive trade balances are solely
the liability of Members who owe Southern Barter Club Trade Dollars to the
Exchange and are not the liability of Southern Barter Club. a)
Member acknowledges and grants to Southern Barter Club the
right and power to regulate and control the number of Southern Barter Club
Dollars within the Network. b)
Member grants to Southern Barter Club the right and power to
borrow from the Network. c)
Member is NOT authorized to sell Southern Barter Club Trade
Dollars for cash. D. SUSPENSION OR TERMINATION 1. If Member violates this Agreement or the
currently effective Policies and Procedures, Southern Barter Club may
immediately terminate Member’s account or may freeze all activity in the
account without notice and/or make immediate adjustment to the transactions
involved. At its sole discretion, Southern Barter Club may reinstate Member or
unfreeze Member’s account. 2.
Either party may terminate this Agreement upon seven (7)
days written notice to the other party. Upon termination: a)
All cash and Southern Barter Club 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 Southern Barter Club Trade
Dollars within thirty days of termination date. After said thirty day period,
Member must immediately pay Southern Barter Club 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 Southern
Barter Club. E. FEES
1.
Funds for cash fees must be available at the time of the
transaction or it will not be processed. Member may do this by having a debit
or credit card on file. Transaction
fees payable are to be billed on a monthly statement and are due and payable
within ten (10) days of the billing date. After a transaction has been
processed, Member agrees to pay all cash fees within 10 days of each
transaction. Delinquencies: After 30
days, $10 or 1.5% of the trade balance (whichever is greater) will be assessed
to Member’s account as a cash fee for all unpaid cash fees. SBC may put Member’s account on hold if cash
fees are not paid in a timely manner.
If cash fees are not paid within 60 days of the date of the transaction,
the matter will be referred to the jurisdiction of the courts of the State of
Georgia, USA. If the account is not made current within 1 year from the date of
transaction, SBC has the right to seize any and all barter dollar balances in
the account. 2.
Fees paid to Southern Barter Club are non-refundable.
If buyers or sellers do not complete a transaction, or if performance of
Members' obligations to each other is disputed, Southern Barter Club will not
be obligated to refund any fees it has received. In certain circumstances an
approved cash credit may be applied to Members' accounts. 3.
Lines of credit: SBC may
extend a line of credit to each member at its discretion. SBC may extend a line of credit to each
member at its discretion. After 30
days, a monthly fee of 3.0% of the outstanding balance is due (1.5% cash, 1.5%
trade). Member and
all persons authorized by Member to hold or otherwise use SBC account agree to
abide by the Trading Rules and Regulations as from time to time amended and
published in all SBC Directories of Goods and Services. Any usage of an assigned line of credit
constitutes a debt to the system and may be payable in cash if acceptable trade
options no longer exist. 4.
Prior to the institution of any form of litigation regarding
payment, service or credits due by any Member, against any other Member or Members,
all parties must mediate their dispute regarding payment, service or credits
due in good faith pursuant to the Meditation Policy of SBC, which policy is
published as part of the Trading Rules and Regulations of SBC. 5.
A monthly charge of $20 cash per month cash and $20 trade will
be assessed. F. MISCELLANEOUS 1.
LEGAL REQUIREMENTS Member shall abide by applicable
international, federal, state or provincial, and local laws or regulations
pertaining to Exchange transactions. Southern Barter Club shall not be
responsible for any failures on the part of Member to comply with such laws and
regulations. Member agrees not to hold Southern Barter Club liable for any
action Southern Barter Club takes to comply with applicable laws or
regulations. 2.
NO WAIVER OF RIGHTS Southern Barter Club’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. Southern Barter Club 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 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 Southern Barter Club, Member shall pay Southern Barter Club
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 Southern Barter Club terminates
or otherwise ceases to do business, all Members in a negative Southern Barter
Club Trade Dollar position will pay amounts they owe in cash (one Southern
Barter Club 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 Southern Barter Club Trade Dollar position. Southern Barter
Club is not liable to any Members for cash or Southern Barter Club Trade
Dollars beyond the distribution of such funds. 5.
SECURITY INTEREST Member hereby grants Southern
Barter Club 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. Southern Barter Club 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 Southern Barter Club does receive all of its cash
fees in full, Southern Barter Club shall reinstate the Trade Dollars to the
Member’s account. 6.
WARRANTY OF INFORMATION Member warrants that it provides
all information to Southern Barter Club in good faith and that such information
is accurate to the best of Members' knowledge. 7.
FAX & E-MAIL SIGNATURES Southern Barter Club will, and
Member agrees that Southern Barter Club may, accept a faxed or e-mailed
signature as an original, legal signature. 8.
ENTIRE AGREEMENT Member acknowledges that he/she 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 Southern Barter Club'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. Southern Barter Club's remedies are cumulative and are not exclusive
of any remedies provided by law. 10.
INDEMNIFICATION Member agrees to hold harmless and
indemnify Southern Barter Club, its officers, agents, representatives,
associates and assigns from any losses, liability or damages which may result
from member’s participation in any of Southern Barter Club’s transactions,
activities, programs, promotions, or advertising, including the costs of
litigation and attorney’s fees. 11.
JUDGMENT SETTLEMENT In the event of a dispute
between Southern Barter Club and Member resulting in a judgment
entered on behalf of the Member against Southern Barter Club, Member agrees
that Southern Barter Club shall have the right to satisfy said
judgment in Southern Barter Club Trade Dollars. 12.
NONSOLICITATION AND NONCOMPETITION For and in consideration of the
obligations of Southern Barter Club pursuant to this Agreement, Member expressly
agrees that, for a period of three (3) years, commencing on the date of
Member’s enrollment in Southern Barter Club, Member shall not, directly or
indirectly, without the prior written consent of Southern Barter Club, whether
as an individual, employee, agent, independent contractor, or owner of any
entity, or in any capacity, alone or in association with, on behalf of or for
the benefit of any person: (a)
make any statements or perform any acts intended to advance
the interest of any competitors of the Business of Southern Barter Club (as
defined below in this Section 12) in any way that will injure the interests of
Southern Barter Club; (b)
directly or indirectly own or hold a Proprietary Interest
(as defined below in this Section 12) in, or be employed by or receive
compensation from, any party engaged in the business of Southern Barter Club; (c)
canvass, solicit, or accept any business that is in
competition with the Business of Southern Barter Club; (d)
directly or indirectly request or advise any past, present
or future members or customers (a future customer being defined as an active
sales prospect of Southern Barter Club as reflected in the records of Southern
Barter Club as of the date of the termination of the Member’s membership in
Southern Barter Club) to withdraw, curtail, or cancel their business relation
with Southern Barter Club, or any of their affiliates; or (e)
induce or attempt to induce any employee of Southern Barter
Club to terminate his or her employment, or to discuss with any employee of
Southern Barter Club or Southern Barter Club any information or operation of
business intended to compete with the Business of Southern Barter Club. “Business of Southern Barter Club”
shall mean: services connected with the offer of goods and services by members
to other members for barter currency which may be used for the purchase of
goods and services offered by any other member of the barter network. “Proprietary Interest” shall mean
legal or equitable ownership, whether through stock holdings or otherwise, of
any equity interest in a person, provided, however, that nothing set forth in
this Agreement shall prevent Member from owning less than five (5) percent of
any class of equity interest in a publicly-held company. G. APPLICABLE LAW 1.
This agreement shall in all respects be construed under the
laws of the State of GA. 2.
Venue shall be Dacula, GA 30019 United States. STANDARDS OF EXCELLENCE All SBC members must abide
by the SBC Standards of Excellence. The SBC Standards of Excellence has been
established to advance, regulate and sustain a fair, ethical and honorable
exchange and to ensure that both SBC members and potential members have
confidence in SBC, our staff, our network and the barter industry as a
whole. SBC members risk losing
membership privileges, including account suspension and/or possible termination
if they violate the Standards of Excellence. As a SBC member, you are
required to follow the subsequent code of ethics when conducting business
through SBC: ·
Abide by all procedures, policies, rules, and regulations of
SBC to best serve the exchange and its members. ·
Adhere to basic business standards of fairness, integrity,
and honor and guarantee truth and accuracy in all business dealings and
transactions made though SBC. ·
Act in good faith in dealing with other SBC members, and
treat SBC members with the same courtesy and service extended to any other cash
paying customer. ·
Accept SBC business under the same circumstances as cash
business unless you have published, SBC pre-approved restrictions. ·
Charge prevailing cash retail rates for your services. Do not overcharge for products or services
offered through SBC or charge more for SBC business than cash business. ·
Do not initiate part-cash/part-trade transactions with other
SBC members. All part-cash/part-trade
transactions must be pre-approved and managed by a SBC broker. ·
Do not charge a cash component below $2,000 with the
exception of the following: You may charge a wholesale materials fee for
materials that are not usually carried in your inventory. ·
Identify yourself as a SBC member prior to initiating a
purchase from another member. ·
Provide full and accurate disclosure of all significant
information relevant to a SBC transaction with the purchasing member and with
SBC, including clearly set forth terms, conditions, and obligations. ·
Make every effort to resolve complaints, grievances, and
disputes through reasonable, direct communications and negotiations. As the purchaser, inform the seller and SBC
immediately of any disputed product or service. As a seller, guarantee the quality of your products and services
sold through SBC. ·
Maintain reasonable supervision of a liability for SBC
transactions on your account, including SBC membership cards, sub accounts and
sub users appended to your account. ·
Do not initiate direct trades with other SBC members. ·
Do not use or imitate trademark, trade name, corporate name,
slogan, logo, or any other mark of identification of another member business
and do not use or share member information (including Member Directory
information) in any manner or with any outside party without prior written
consent from SBC management. ·
Perform due diligence trading. When buying a product or service with trade, treat it as you
would a cash purchase. If it is an item
you would normally get a few bids for, get those bids in cash as well, in order
to make an informed decision. ·
Immediately inform SBC of situations where other members are
not following SBC policies and procedures or adhering to the SBC code of
ethics. ACCOUNT
SUSPENSION/TERMINATION POLICY In order to uphold a high
standard of membership, members may be suspended or terminated for the
following reasons: ·
Violation of the Standards of Excellence ·
Violation of the Fees Policy A one time cash enrollment charge is due upon sign up. You will receive a monthly
statement by e-mail from SBC. You must
have a credit card on file with SBC.
All cash and trade brokerage fees as outlined in your Trade Account Application
and Agreement must be available as each transaction is processed and will be
deducted immediately from your account during each transaction. If the fees cannot be processed, your SBC account will
reflect that you are in arrears and all fees must be paid in full within 10
days of the billing date. After 30
days, $10 or 1.5% of the trade balance (whichever is greater) will be assessed
to your account as a cash fee for all unpaid cash fees. SBC may put your account on hold if cash
fees are not paid in a timely manner.
If you do not pay the cash fees within 60 days of the date of the
transaction, the matter will be referred to the jurisdiction of the courts of
the State of Georgia, USA. If the account is not made current within 1 year
from the date of transaction, SBC has the right to seize any and all barter
dollar balances in your account. SBC may extend a line of credit to each member at its
discretion. After 30 days, a monthly
cash fee of 1.5% of the outstanding balance is due. |