A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms & conditions constitute the contract by and among Member and Bizness Barter Exchange, a Corporation. Any use of Bizness Barter Exchange, hereafter referred to as Bizness Barter, 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 Bizness Barter. They apply to all Bizness Barter Member’s and to all transactions facilitated by Bizness Barter. At its sole discretion, Bizness Barter may amend this agreement by giving Member thirty (30) days written notice via e-mail. Bizness Barter 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 Bizness Barter 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
Bizness Barter 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 Bizness Barter 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 Bizness Barter 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 Bizness Barter responsible to pay any taxes on behalf of any Member. Transactions involving Bizness Barter Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Bizness Barter reports Bizness Barter 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 Bizness Barter harmless for any actions Bizness Barter takes to comply with federal, state or provincial, and local laws.
C. ADMINISTRATION OF THE EXCHANGE AND BCI TRADE DOLLARS
D. SUSPENSION OR TERMINATION
Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. Bizness Barter shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Bizness Barter liable for any action Bizness Barter takes to comply with applicable laws or regulations.
Bizness Barter 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. Bizness Barter remedies are cumulative and are not exclusive of any remedies provided by law.
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 Bizness Barter, Member shall pay Bizness Barter 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.
If Bizness Barter terminates or otherwise ceases to do business, all Member's in a negative Bizness Barter Trade Dollar position will pay amounts they owe in cash (one Bizness Barter 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 Bizness Barter Trade Dollar position. Bizness Barter is not liable to any Member's for cash or Bizness Barter Trade Dollars beyond the distribution of such funds.
Member hereby grants Bizness Barter 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. Bizness Barter 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 Bizness Barter does receive all of its cash fees in full, Bizness Barter shall reinstate the Trade Dollars to the Member's account.
Member warrants that it provides all information to Bizness Barter in good faith and that such information is accurate to the best of Member's knowledge.
Bizness Barter will, and Member agrees, that Bizness Barter 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 & Procedures.
Bizness Barter'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. Bizness Barter remedies are cumulative and are not exclusive of any remedies provided by law.
MEMBER AGREES TO HOLD HARMLESS Bizness Barter, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Bizness Barter's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
In the event of a dispute between Bizness Barter and Member resulting in a judgment entered on behalf of the Member against Bizness Barter, Member agrees that Bizness Barter shall have the right to satisfy said judgment in Bizness Barter Trade Dollars.
G. APPLICABLE LAW