TradeSmart, Inc. on-line 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 http://tradesmartbarter.com 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
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 http://tradesmartbarter.com . 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.