World Trade Banc, EXCHANGE MEMBERSHIP AGREEMENT

 

A. CONTRACT AND MODIFICATION OF CONTRACT

The following terms & conditions constitute the contract by and among Exchange and World Trade Banc and all its Member Exchanges. Any use of World Trade Banc hereafter referred to as WTB, 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 WTB. They apply to all WTB Member’s and to all transactions facilitated by WTB. At its sole discretion, WTB may amend this agreement by giving Member thirty (30) days written notice via e-mail. WTB 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 WTB and/or a Member Exchange 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. WTB is an association of trade exchange companies whose embers are 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 WTB or its designee and through the medium of WTB Trade Dollars. WTB functions as a clearinghouse for the transactions of the Network membership.
   • B. WTB regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for all Member Exchanges and their 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 WTB services. Member warrants that it is in compliance with all State, Federal, Local, industry and professional laws and regulations.
   • D. WTB 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 21 years of age.
2. DISCLAIMER OF WARRANTY AND LIABILITY

WTB 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 WTB 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 WTB 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 WTB responsible to pay any taxes on behalf of any Member. Transactions involving WTB Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and WTB 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 WTB harmless for any actions WTB takes to comply with federal, state or provincial, and local laws.

 

C. ADMINISTRATION OF THE EXCHANGE AND NTB TRADE DOLLARS

1. NATURE OF WTB Trade Dollars
   • Member’s conduct transactions (purchases or sales of goods or services) using the WTB 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 WTB Trade Dollars.
   • WTB Trade Dollars are a legal, 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 WTB. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by WTB Member’s. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither WTB nor Member shall consider WTBTrade Dollars as legal tender, securities, or commodities. WTB disclaims any and all responsibility for the acceptance or negotiability of WTB Trade Dollars or for the availability of goods or services from any source.
   • All Members agree that no transaction shall be less than 50% in WTB trade Dollars unless said transaction is a local transaction between two of the same Exchange's members.
2. LIABILITY FOR WTB Trade Dollars
   • Member acknowledges that WTB 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 WTB transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members’ who owe WTB Trade Dollars to the Exchange and are not the liability of WTB.
     • a. Member acknowledges and grants to WTB the right and power to regulate and control the number of WTB  Trade Dollars within the Network.
     • b. Member grants to WTB the right and power to borrow from the Network.
     • c. Member is NOT authorized to sell WTB Trade Dollars for cash.

 

D. SUSPENSION OR TERMINATION

1. If Member violates this Agreement or the currently effective Policies and Procedures, WTB may at it’s discretion 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, WTB 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 WTB 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 WTB  Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to WTB  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 WTB.

E. FEES 

          There are no hidden costs. 

1. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You must do this by having WTB automatically charge your credit/debit card that you have on file with us. Fees paid to WTB are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members’ obligations to each other is disputed, WTB will not be obligated to refund any fees it has received.
2. Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $25.00 per month, or 1.50% of the unpaid balance, whichever is more.

 

3. Members’ who join WTB  will be charged the following:
   • A minimum cash sign-up fee of $250.00
   • Cash Service fees:
   • A fee of 1% of all transactions by Members Exchange with a minimu cash fee of  $ 50.00 per month and  a maximum cash fee of $1,000.00 per month.o        Barter Transactions conducted between members that are not reported to WTB shall be charged a cash fee of 10% plus a penalty fee of 15%. Refusal to pay said fees will result in immediate termination of members account.
   • 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.
   • There are NO other fees.

 F. MISCELLANEOUS

1. LEGAL REQUIREMENTS

Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. WTB shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold WTB liable for any action WTB takes to comply with applicable laws or regulations.

2. NO WAIVER OF RIGHTS

WTB 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. WTB 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 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 WTB, Member shall pay WTB 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 WTB terminates or otherwise ceases to do business, all Member’s in a negative WTB Trade Dollar position will pay amounts they owe in cash (one WTB 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 WTB Trade Dollar position. WTB is not liable to any Member’s for cash or WTB Trade Dollars beyond the distribution of such funds.

5. SECURITY INTEREST

Member hereby grants WTB a security interest in all Trade Dollars in Member’s account for the amount of all unpaid cash fees and an exclusive Secured right to all member accounts, equal to such credit line extended to Member by WTB. If Member defaults to WTB and/or becomes insolvent or bankrupt all cash fees shall be due and payable in full. WTB shall have the option in lieu of filing as a creditor of forclosing upon Members security  and treating the Trade Dollar balance as equal in value to the amount of cash fees and Trade Dollars owed, and terminating the account. WARRANTY OF INFORMATION

Member warrants that it provides all information to WTB in good faith and that such information is accurate to the best of Member’s knowledge.

7. FAX & E-MAIL SIGNATURES

WTB will, and Member agrees, that WTB 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 the Member Application, this Agreement and the Policies & Procedures.

9. NO WAIVER OF RIGHT

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

10. INDEMNIFICATION

MEMBER AGREES TO HOLD HARMLESS WTB, IT’S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS’ PARTICIPATION IN ANY OF WTB's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.

11. JUDGMENT SETTLEMENT

In the event of a dispute between WTB and Member resulting in a judgment entered on behalf of the Member against WTB, Member agrees that WTB shall have the right to satisfy said judgment in WTBTrade Dollars.

 

G. APPLICABLE LAW

1. This agreement shall in all respects be construed under the laws of the State of Colorado.
2. Venue shall be Denver County, Colorado USA.