Genius Capital, Inc. / BarterPX.comBarter Membership AgreementTerms of BarterPX Website Use
In consideration of the covenants and obligations set forth in this agreement and other good and valuable considerations, the receipt of which is hereby acknowledged by Genius Capital, Inc. (owners of BarterPX.com and BarterPX) and it's Members agree as follows.
A. CONTRACT AND MODIFICATION OF CONTRACT:
To facilitate a transaction by a Network Member constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by BarterPX. They apply to all BarterPX Members and to all transactions facilitated by BarterPX. At its sole discretion, BarterPX may amend this agreement by giving Member thirty (30) days written notice via e-mail. BarterPX 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 BarterPX.com 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. Genius Capital, Inc is a corporation that owns and operates BarterPX.com (the website) and its attendant Barter Network, known as BarterPX.
B. BarterPX 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, website and administrative services of BarterPX or its designee and through the medium of BarterPX Trade Dollars. BarterPX functions as a clearinghouse for the transactions of the Network membership.
C. BarterPX regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members.
D. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to BarterPX services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
E. BarterPX reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
F. The signer of this agreement hereby acknowledges that they are over 18 years of age.
2. Disclaimer of Warranty and Liability: BarterPX 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 BarterPX 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 BarterPX 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 BarterPX responsible to pay any taxes on behalf of any Member. Transactions involving BarterPX Trade Dollars are generally treated as taxable events for federal, state, and local tax purposes and BarterPX 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 BarterPX harmless for any actions BarterPX takes to comply with federal, state, local or other laws.
4. Pricing: Member agrees that prices charged to other Network Members will be the same prices charge to normal non-barter cash paying clients and that violation of this rule shall be punishable be immediate termination of Member from BarterPX.
C. ADMINISTRATION OF THE EXCHANGE AND TRADE DOLLARS:
1. Nature of BarterPX Trade Dollars: Members conduct transactions (purchases or sales of goods or services) using the BarterPX 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 BarterPX Trade Dollars.
BarterPX Trade Dollars are a private currency which operate as contractually accepted tender for specified private debts only. Those debts are between BarterPX exchange members, backed only by the goods and services available within the Trading Network, and are regulated by BarterPX. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available to and by BarterPX Members. Trade Dollars may be used only in the manner and for the purposes set forth by our Policies and Procedures in this Agreement. Neither BarterPX nor it’s Members shall consider BarterPX Trade Dollars as legal tender, securities or commodities. BarterPX disclaims any and all responsibility for the acceptance or negotiability of BarterPX Trade Dollars or for the availability of goods or services from any source.
2. Liability for BarterPX Trade Dollars: Member acknowledges that BarterPX 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 BarterPX transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of the Members who owe Trade Dollars to the Exchange. They are not the liability of BarterPX. Member(s) acknowledges and grants to BarterPX the right and power to regulate and control the number of BarterPX Trade Dollars within the Network. The Member(s) also grant to BarterPX the right and power to borrow from the Network. Member(s) are NOT authorized to sell BarterPX Trade Dollars for cash.
D. SUSPENSION OR TERMINATION:
1. Member Violations: If Member violates this Agreement or the currently effective Policies and Procedures, BarterPX may at it's sole discretion 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, BarterPX may reinstate Member or unfreeze Member’s account.
2. Termination: Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
A. All cash and BarterPX 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 BarterPX Trade Dollars within thirty (30) days of termination date. After said thirty-day period, Member must immediately pay to BarterPX any remaining negative balance in cash.
C. Any Member with a positive balance (where sales exceed purchases) must spend-out their account within ninety (90) days of termination. Any trade dollars remaining after ninety days will become the property of BarterPX.
E. FEES and MEMBERSHIP COST:
Members who join BarterPX and use the BarterPX software will be charged the following cash fees:
Enrollment Fee: $295.00 – Trade Transaction Fee for Buy or Sell: 6% (six percent)
Monthly Subscription Fee: $10.00 cash and $10.00 in Trade Dollars.
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.
Fees paid to BarterPX are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Member’s obligations to each other is disputed, BarterPX will not be obligated to refund any fees it has received. 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.
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. MISCELANEOUS
1. Legal Requirements: Member shall abide by applicable international, federal, state or provincial and local laws or regulations pertaining to exchange transactions. BarterPX shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold BarterPX liable for any action/s BarterPX takes to comply with applicable laws or regulations.
2. No Waiver of Rights: BarterPX'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. BarterPX's 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 item herein. If any part of this Agreement should be judged unenforceable, it shall not affect the enforceability of other parts of this Agreement or the Policies and Procedures. If legal action must be taken by BarterPX, Member shall pay BarterPX 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 BarterPX terminates or otherwise ceases to do business, all Member(s) in a negative BarterPX Trade Dollar position will pay amounts they owe in cash (one BarterPX 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 BarterPX Trade Dollar position. BarterPX is not liable to any Member(s) for cash or BarterPX Trade Dollars beyond the distribution of such funds.
5. Security Interest: Member hereby grants BarterPX a security interest in all Trade Dollars in the 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. BarterPX 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 that if BarterPX does receive all of its cash fees in full, BarterPX shall reinstate the Trade Dollars to the Member's account.
6. Warranty of Information: Member warrants that it provides all information to BarterPX in good faith and that such information is accurate to the best of Member's knowledge.
7. Fax and Email Signatures: BarterPX will, and Member agrees, that BarterPX 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 this Member Agreement and the Policies and Procedures.
9. Attorney’s Fees: In the event of any legal action or litigation involving this Agreement brought about by the Member, including any appeals, the non-prevailing party shall be responsible for all legal expenses, including attorney fees.
10. Judgment Settlement: In the event of a dispute between BarterPX and Member resulting in a judgment entered on behalf of the Member against BarterPX, Member agrees that BarterPX shall have the right to satisfy said judgment in BarterPX Trade Dollars.
INDEMNIFICATION: MEMBER AGREES TO HOLD HARMLESS BARTERPX, ITS OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF GENIUS CAPITAL, Inc. / BARTERPX’s TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING BUT NOT LIMITED TO THE COSTS OF LITIGATION AND ATTORNEYS FEES.
G. APPLICABLE LAW:
This agreement shall in all respects be construed under the laws of the State of Florida. The Venue shall be Broward County, Florida USA.
THE PARTIES AGREE THAT JOINING AND MEMBERSHIP ACCEPTANCE HE OR SHE HAS READ THE COMPLETE AGREEMENT, UNDERSTANDS IT, AND KNOWINGLY AND WILLINGLY AGREES TO ABIDE BY ITS TERMS AND CONDITIONS.
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