TradeSmart, Inc. on-line MEMBERSHIP AGREEMENT

      The following terms & conditions constitute the contract by and among Member and TradeSmart, Inc.. Any use of TradeSmart, Inc. to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by TradeSmart, Inc.. They apply to all TradeSmart, Inc. Members' and to all transactions facilitated by TradeSmart, Inc.. At its sole discretion, TradeSmart, Inc. may amend this Agreement by giving Member thirty (30) days written notice via e-mail. TradeSmart, Inc. 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 TradeSmart, Inc. after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
      • a. TradeSmart, Inc. 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 TradeSmart, Inc. or its designee and through the medium of TradeSmart, Inc. Trade Dollars. TradeSmart, Inc. functions as a clearinghouse for the transactions of the Network membership.
      • b. TradeSmart, Inc. regulates the Network. TradeSmart, Inc. acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. TradeSmart, Inc. 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 TradeSmart, Inc.'s services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      • d. TradeSmart, Inc. 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.
      • TradeSmart, Inc. 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 TradeSmart, Inc. 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 TradeSmart, Inc. 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 TradeSmart, Inc. responsible to pay any taxes on behalf of any Member. Transactions involving TradeSmart, Inc. Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and TradeSmart, Inc. reports TradeSmart, Inc. 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 TradeSmart, Inc. harmless for any actions TradeSmart, Inc. takes to comply with federal, state or provincial, and local laws.
    1. NATURE OF TradeSmart, Inc. TRADE DOLLARS
      • Members' conduct transactions (purchases or sales of goods or services) using the TradeSmart, Inc. 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 TradeSmart, Inc. Trade Dollars.
      • A "TradeSmart, Inc. 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 TradeSmart, Inc.. TradeSmart, Inc. Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by TradeSmart, Inc. Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither TradeSmart, Inc. nor Member shall consider TradeSmart, Inc. Trade Trade Dollars as legal tender, securities, or commodities. TradeSmart, Inc. disclaims any and all responsibility for the acceptance or negotiability of TradeSmart, Inc. Trade Dollars or for the availability of goods or services from any source.
      • Member acknowledges that TradeSmart, Inc. 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 TradeSmart, Inc. transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe TradeSmart, Inc. Trade Dollars to the Exchange and are not the liability of TradeSmart, Inc..
        • a. Member acknowledges and grants to TradeSmart, Inc. the right and power to regulate and control the number of TradeSmart, Inc. Dollars within the Network.
        • b. Member grants to TradeSmart, Inc. the right and power to borrow from the Network.
        • c. Member is NOT authorized to sell TradeSmart, Inc. Trade Dollars for cash.
    1. If Member violates this Agreement or the currently effective Policies and Procedures, TradeSmart, Inc. may 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, TradeSmart, Inc. 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 TradeSmart, Inc. 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 TradeSmart, Inc. Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay TradeSmart, Inc. any remaining negative balance in cash.
      • c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within thirty days of termination. Any trade dollars remaining after ninety days will become the property of TradeSmart, Inc..
  5. FEES
    1. Monthly Fees:  Cash Fees:  Trade Fees: 
      Monthly Dues: $19.95 $0.00
      Negative Balance Interest 1.00% 0.00%
      Sell Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  0.00% 10.00%
      Fee Option: Standard Fees NOTE: ALL Cash Fees are in USD  

    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 TradeSmart, Inc. are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, TradeSmart, Inc. will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
    4. Transaction fees payable are due at time of purchase and fees due for more than 45 days will be assessed a late fee of $10.00 per month, or 10.00% of the unpaid balance, whichever is more.
    5. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade dollars, if any.
  6. TradeSmart, Inc. Membership Agreement

      TradeSmart Barter Systems Membership Agreement


      This Agreement is made by and between TradeSmart Barter Systems, Inc. ("TradeSmart, Inc. ") and you (the "Member"). This agreement describes the terms and conditions applicable to use of TradeSmart Barter Systems by Member and by Member's Authorized Users.  Member acknowledges that TradeSmart, Inc. has provided Member with a copy of this Agreement, either by providing Member with a hard copy of this Agreement and/or by directing Member to website on which this agreement is posted. Member and each Authorized User have been given an opportunity to discuss this Agreement before making transactions in TradeSmart Barter Systems.  By making, or attempting to make, a transaction in TradeSmart Barter Systems, Member agrees that it will be deemed to have accepted and agreed to the terms of this Agreement, even though this Agreement may not have been signed by Member.


      Terms and Responsibilities of the Participants. TradeSmart, Inc. acts as a Clearinghouse and third-party record keeper of Trade Transactions among its Members in the TradeSmart Barter Systems. Members are sole proprietors and companies that trade their products and services in accordance with the terms and conditions set forth in this Agreement.  TradeSmart, Inc. does not give any assurance that goods or services listed on the TradeSmart Barter Systems will remain available at the time any Member requests to make an offer or offers to purchase such goods or services or that any such goods or services will remain available on the terms listed.   TradeSmart, Inc. is a Georgia corporation.  Unless explicitly stated otherwise, the term "TradeSmart, Inc." as used in this Agreement also means "TradeSmart Barter Systems".


      Legal Right to Sell Listed Goods.  Members shall list on the TradeSmart Barter Systems only such goods and services that Member has the right to sell on, in or through the TradeSmart Barter Systems.


      Listings.   TradeSmart, Inc. reserves the right to remove any Listing of a Member from the TradeSmart Barter Systems and/or to change its location in the TradeSmart Barter Systems. All Listings of a Member must comply with our Listing Policy. Members are not permitted to in any way manipulate, alter, interfere with or otherwise affect another Member's Listings. Listings that promote bonus items, giveaways, or random drawings or prizes as an enticement for buyers must be legal promotions in all jurisdictions where the promotion is available. It is Member's responsibility to determine the legality of Member's promotion. If TradeSmart, Inc. finds that a promotion is illegal, then that promotion will be deleted.


      Release. Because TradeSmart, Inc. is not involved in any actual transaction between Members, or between a Member and a Third Party on, in or through the TradeSmart Barter Systems, in the event that any Member has a Dispute with one or more other Members or with one or more Third Parties, such Member releases TradeSmart, Inc. (and TradeSmart, Inc. subsidiaries, directors, officers, employees, and other agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Disputes.


      No Control Over Member and Third-Party Information. TradeSmart, Inc. is not responsible for, and does not control, represent or endorse the accuracy, reliability, integrity or legality of any information provided by Members and Third Parties available on, in or through the TradeSmart Barter Systems, including information that is transmitted on behalf of Members by TradeSmart, Inc. brokers or other employees. Members and Third Parties are solely responsible for their respective information. Members may find other Members' or Third Parties' information to be offensive, harmful, inaccurate or deceptive. Members should use caution, common sense and practice safe trading when using the TradeSmart Barter Systems. There may also be, and Member accepts full responsibility for, any risks associated with dealing with foreign nationals and Persons acting under false pretense.


      Positive and Negative Balances. A positive Account Balance (i.e. a credit balance) denotes the right of Member to purchase goods and services offered by other Members willing to accept TradeSmart Barter Dollars in payment for those goods and services. A negative Account Balance (i.e. a debit balance) creates an obligation for the member to sell goods or services to other Members to the extent of the TradeSmart Barter Dollar deficit. In the event Member cannot, over a period of ninety (90) consecutive days, generate sufficient TradeSmart Barter Dollars through Trade Transactions to eliminate any negative Account Balance (or if the Account has a Credit Line, the excess of the negative Account Balance over the Credit Line), Member agrees to pay TradeSmart, Inc. an amount equal to one U.S. Dollar ($1.00) per TradeSmart Barter Dollar.


      Restrictions. TradeSmart, Inc. may, in its sole discretion:

      Restrict use of TradeSmart Barter Dollars deposited in the Account for a Trade Transaction for a period of time after the completion of such Trade Transaction and thereafter pending resolution of any dispute regarding such Trade Transaction, modify, reduce, or eliminate any credit Line assigned to an account, for any reason or for no reason, with or without prior notice to Member; Require escrow, vesting or other procedures before the Member can use TradeSmart Barter Dollars in the Account, or Cancel, freeze and/or otherwise restrict sales or purchases or the use of TradeSmart Barter Dollars in the Account by the Member in connection with a Default by Member.  As used above, "use" includes any exchange of TradeSmart Barter Dollars from one TradeSmart, Inc. national currency Barter Dollar denomination to another TradeSmart, Inc.  national currency Barter Dollar denomination.


      Inactivity. An Account will be considered abandoned if Member has not entered into a Trade Transaction over any period of one hundred eighty (180) consecutive days. TradeSmart, Inc. may, at its sole discretion, terminate an abandoned Account (regardless of whether the abandoned Account has a positive or negative Account Balance), and any positive Account Balance will be transferred out of the account and Member will not receive any value for such positive Account Balance. If the Account has a negative Account Balance at the time of termination, Member agrees to pay TradeSmart, Inc. an amount equal to one U.S. Dollar per TradeSmart Barter Dollar.


      Security Interest. Member hereby grants TradeSmart, Inc. a security interest in all TradeSmart Barter Dollars credited and to be credited to the Account to secure the amount of all unpaid Fees and other obligations to TradeSmart, Inc.  (Whether payable in TradeSmart Barter Dollars, U.S. Dollars, or other national currency or other TradeSmart Barter Dollar denomination) of Member and/or any Authorized User.


      Compliance with Policies and Laws.  Member and each of its Authorized Users shall adhere to all of TradeSmart, Inc.'s rules and policies, as amended from time to time, posted on the TradeSmart, Inc.  Site or otherwise provided to such Member, including the following:


      No Avoidance of Fees. The Member and each Authorized User agrees:

      Not to conclude a transaction with another party outside the TradeSmart Barter Systems if the respective goods or services have been listed on the TradeSmart Barter Systems or Member has identified and/or engaged in negotiations with such party with regard to the respective transaction on or through the TradeSmart Barter Systems, and Not to engage in any other practice for the purpose of avoiding or reducing Fees. If the Member or any of its Authorized Users concludes a transaction outside of the TradeSmart Barter Systems in violation of this Section, such Member shall be liable to TradeSmart, Inc. for all Fees avoided and shall be subject to additional sanctions, including termination of access to the TradeSmart Barter Systems or the Account.


      Member Information Requirements. Member agrees that all Information (including, but not limited to, Listings) provided by Member or its Authorized Users to TradeSmart, Inc.  ("Member Information"):  shall not be false, inaccurate or misleading, shall not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, regulation, ordinance, rule or industry (or similar) standard, shall not infringe, plagiarize or violate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, shall not be obscene, defamatory, libelous, slanderous, harassing, abusive, vulgar, threatening, racially or ethnically hateful, or otherwise objectionable (including, but not limited to, that pertaining to sexual orientation) or otherwise result in any actionable injury, damage or harm to any third party, shall not create any liability for TradeSmart, Inc. or cause TradeSmart, Inc. to lose (in whole or in part) the services of our suppliers or partners, Shall not include descriptions of, or otherwise offer to sell, products or services that violate the TradeSmart, Inc.  Restricted Items Policy, or that are otherwise prohibited under this Agreement (inclusive of any documents it incorporates by reference), shall include all required and appropriate warnings, information and disclosures in connection with Listing, buying or selling goods or services by Member on, in or through the TradeSmart Barter Systems, including, but not limited to, disclosure on: all amounts to be paid by buyer, including, but not limited to, any sales or other taxes and shipping costs, shipping information (if applicable), customer service, warranties and exchange/refund policies and all applicable restrictions and all disclosures required by law, Shall be promptly updated by Member as necessary or appropriate to keep all of Member's Information (including, but not limited to, Listings) current, complete and accurate, Shall not contain a virus or other harmful component, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (or that are designed to do so), and Shall not contain any materials for which Member does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information).


      Access. TradeSmart, Inc. does not guarantee continuous, uninterrupted or secure access to any of our services, and operation of our Websites may be interfered with by numerous factors outside of our control. From time to time, access to the TradeSmart Barter Systems may be altered or denied for scheduled and unscheduled maintenance without any prior notice to Members. TradeSmart, Inc.  has the right to do the following without any notice or liability:

      Change, suspend or discontinue any aspect of the TradeSmart Barter Systems at any time, including, but not limited to, hours or days of operation and availability of any feature, telephone line, automated response System, database or content, impose limits on certain features and services, and restrict access to parts or all of the TradeSmart Barter Systems.


      Termination of Account by Authorized Signatory. The Authorized Signatory may terminate the Account at any time by giving TradeSmart, Inc. written notice of termination to the address shown on the last Statement of Account, such termination to take effect ten  (10) days after receipt of such notice.


      Termination of Account by TradeSmart, Inc.  TradeSmart, Inc. may, in its sole discretion and without liability to Member, terminate the Account at any time and for any reason, regardless of whether Member is in Default, immediately upon sending written notice to the Statement Contact at the last e-mail address or fax number shown on our records (and without sending any notice to any other Person).


      Legal and Collection Costs. To the extent permitted by applicable law, Member agrees to pay all costs including, but not limited to, attorney fees, incurred by TradeSmart, Inc. (i) through any process to recover any amounts due and payable (whether in U.S. Dollars or TradeSmart Barter Dollars) by the Member to TradeSmart, Inc., (ii) in reclaiming TradeSmart, Inc. Cards that have been revoked, in each case pursuant to this Agreement or (iii) in enforcing this Agreement against the Member.


      Amendments to this Agreement. TradeSmart, Inc. may amend this Agreement at any time and will notify Member of any such amendment either in writing or by posting the amended terms on the . Any such amendment will take effect fifteen (15) days after that date on which Member is so notified or the amendment is so posted. By using the TradeSmart Barter Systems after such period, Member acknowledges its acceptance of this Agreement, as amended. This Agreement may not be otherwise amended except in a writing signed by the Authorized Signatory and TradeSmart, Inc. 


      Severability. If any provision of this Agreement is rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other provision of this Agreement. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.


      No Waiver. If TradeSmart, Inc. allows the Member and/or any Authorized User any latitude or extension of time, this is not and must not be understood as a waiver of our rights in respect of this Agreement, and it will also not be, or be the cause of, an estoppel against TradeSmart, Inc. 

      • Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. TradeSmart, Inc. shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold TradeSmart, Inc. liable for any action TradeSmart, Inc. takes to comply with applicable laws or regulations.
      • TradeSmart, Inc. 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. TradeSmart, Inc. remedies are cumulative and are not exclusive of any remedies provided by law.
      • 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 TradeSmart, Inc., Member shall pay TradeSmart, Inc. 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 TradeSmart, Inc. terminates or otherwise ceases to do business, all Members' in a negative TradeSmart, Inc. Trade Dollar position will pay amounts they owe in cash (one TradeSmart, Inc. 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 TradeSmart, Inc. Trade Dollar position. TradeSmart, Inc. is not liable to any Members' for cash or TradeSmart, Inc. Trade Dollars beyond the distribution of such funds.
      • Member hereby grants TradeSmart, Inc. 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. TradeSmart, Inc. 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 TradeSmart, Inc. does receive all of its cash fees in full, TradeSmart, Inc. shall reinstate the Trade Dollars to the Members' account.
      • Member warrants that it provides all information to TradeSmart, Inc. in good faith and that such information is accurate to the best of Members' knowledge.
      • TradeSmart, Inc. will, and Member agrees that TradeSmart, Inc. 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.
      • TradeSmart, Inc.'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. TradeSmart, Inc.'s remedies are cumulative and are not exclusive of any remedies provided by law.
      • In the event of a dispute between TradeSmart, Inc. and Member resulting in a judgment entered on behalf of the Member against TradeSmart, Inc., Member agrees that TradeSmart, Inc.  shall have the right to satisfy said judgment in TradeSmart, Inc. trade dollars.
    1. This agreement shall in all respects be construed under the laws of the State of GA.
    2. Venue shall be Conyers, GA 30012 United States.