Terms and Conditions - The Terms and Conditions, a copy of which the client has received, are incorporated herein and made a part of this agreement.
Nature of the Parties - International Monetary Systems is a trading company that sponsors and manages a trade exchange (the "Exchange") and also acts as a clearinghouse and third-party record keeper of barter transactions among its clients, which are businesses that contract with IMS to organize and facilitate barter of their goods and services with other clients. "Client" is a business that has contracted with IMS to exchange its goods and/or services with other clients and wishes to subscribe to IMS's record keeping and barter services. Client grants to IMS the exclusive right to regulate the Exchange and to make commercially reasonable decisions concerning clients that IMS, in its sole judgment deems necessary. The terms "Client" and "Member" may be used interchangeably in this agreement.
Nature of the Trade Dollar - Client will offer its products and/or services to other clients of IMS for Trade Credits (referred to as Trade Dollars). Exchange members shall not consider or treat Trade Dollars as legal tender, securities, or commodities, and cannot redeem them from IMS or the Exchange for cash. Trade Dollars refer to an accounting entry with a value equivalent to the retail value of the goods or services Client offers for sale in the Exchange. It is understood and agreed that Client may not be considered a creditor of IMS or the Exchange in relation to Client's ability or lack thereof to utilize or spend Trade Dollars in Clients account. Client recognizes and grants to IMS and its officers and directors the authority to regulate and control the amount of outstanding Trade Dollars in the barter network and to borrow and spend Trade Dollars in accordance with the rules, guidelines, and recommendations established by the National Associations of Trade Exchanges.
Sales - As a Client of the trade exchange sponsored by IMS (the "Exchange"), I agree to offer my products at regular prevailing prices (sale prices optional) on a one hundred percent (100%) trade basis (barter), subject to these Rules and Regulations, in exchange for trade dollars from other members. Client is not required to offer all its products for sale to the Exchange; however, any products that are offered must be on a one hundred percent trade basis. In consideration, Client will be entitled to acquire products and/or services as available through the Exchange on the same basis.
Trade Authorizations - To protect all parties and to receive credit for any transaction, Seller must telephone the IMS authorization line or log onto the IMS web site to obtain an “authorization number” before releasing merchandise or performing a service. The Buyer's account shall be debited for the amount of the purchase at that time and the funds will be credited to Seller's account. Buyer shall have 60 days from the issue date of Buyer's next statement of account balance to object to the accuracy or propriety of a transaction. Seller should collect an acceptance signature on their own paperwork or invoice, (same as used in a cash sale) for verification should any dispute arise. IMS, in its commercially reasonable discretion, reserves the right to reject any transaction and to refuse to issue an authorization number.
Brokerage and Record Keeper Functions - IMS serves in a brokerage capacity to assist clients to trade among themselves by means of the appointment or employment of independent agents/employees as local barter brokers who will provide information on participating clients and available products and services. Client understands that he/she has the full and exclusive responsibility of initiating and using the Exchange System in order to derive economic benefit. The responsibility for the conduct of a trade is exclusively that of the participating clients - the buyer and seller. IMS will use its best efforts to accurately record trades, to administer these Rules and Regulations in accordance with their terms and to broker clients' products and services. However, Client acknowledges that the sole principals in any trade are the buying and selling clients involved, that trades are entered into voluntarily, and that IMS is not the agent of any client nor is IMS the guarantor of any transaction or Trade Dollar.
Billing/Statements - Cash charges for transaction fees will be billed monthly and are due in IMS' office on the 20th of the following month. Any account with undisputed cash fees in a delinquent status for 120 days may be closed without notice by IMS.
Assignment of Accounts - Client accounts may not be assigned, transferred, or sold without the prior written approval of IMS. Also, IMS Trade Dollars may not be advertised for sale without IMS's express prior consent.
Amendment of Terms and Conditions - The Exchange Rules and Regulations and the Exchange Fee Schedules may at any time be amended by IMS with notice provided in writing at least 60 days prior to such change. Purchase or sale by a member company more than 60 days after notice was issued, without previous written objection to the amendment, constitutes acceptance of the amendment. All changes to individual contracts between IMS and a client must be in writing and signed by an officer of IMS.
Taxes - Use of Trade Dollars is a taxable event, and each client is solely responsible for declaring and reporting all applicable local, state and federal taxes resulting from trade transactions. Clients yearly sales will be reported to the IRS on Form 1099-B in accordance with federal regulations governing barter transactions. Client agrees to hold IMS harmless for any action IMS takes to comply with applicable laws and regulations. Also, IMS must be informed of any changes in Client's legal name/number status, reportable on a W-9 form.
Overpricing - Products and services are to be traded at fair market or everyday selling prices. IMS has the right to investigate any complaint of overpricing. Violation may subject Client to immediate termination and/or adjustment to the transaction involved. Upon advance receipt of documentation, IMS may permit special pricing for items with a low profit margin. Repeated violations will result in suspension and/or cancellation of membership in the Exchange, but Client's and guarantor's obligations under this contract shall continue until Client's account balance reaches zero.
Suspension of Trading Privileges - IMS reserves the right, at its commercially reasonable discretion, to suspend Client's trading privileges if Client is in violation of any local, state, or federal law; engaged in overpricing, direct trades, or procedures detrimental to the Exchange or to its clients; has undisputed cash fees due which are more than thirty (30) days past due, or otherwise breaches these Terms and Conditions. In the case of undisputed delinquent fees, Client's account will be reinstated upon payment of the undisputed past due fees, plus a reactivation fee of $100.00.
Termination - Client may terminate this contract at any time by delivering written notice of termination to IMS. Termination will become effective 10 calendar days after IMS receives notice of termination. In the event of voluntary termination, all positive trade balances must be (1) spent on products or services available through the Exchange, or (2) be transferred to another member, but only with IMS's prior written approval. Any trade balance transferred at such time will be subject to IMS's cash transaction service fee and these fees must be paid before the Trade Dollars will be transferred. Any Trade Dollars owed to the Exchange by Client must be repaid in either products or services within 30 days of notice of termination or the trade balance becomes due in cash. In the event Client's trade balance drops below T$2,000.00, Client will be required to pre-pay any cash transaction fees prior to an authorization being issued by IMS.
Cancellation - Client's breach of these Rules and Regulations or the IMS Client Barter Agreement may cause Client's account to be canceled by IMS. Client's account may also be canceled if, in the commercially reasonable opinion of IMS, Client has acted in a manner which is detrimental to the Exchange or its other members. Cancellation shall be effected by delivery to Client of a written notice of cancellation. Client will have 30 days from the date of the notice to cure any breach of the Rules and Regulations or Barter Agreement. If Client fails to cure the breach, any negative trade balance must be paid in cash within 30 days. Client will have 90 days to use, or transfer with IMS's written approval, any positive trade balance provided that IMS's cash transaction fees are paid in advance.
Direct Trade - Direct trades between clients to avoid service fees are strictly prohibited, and if consummated are subject to standard cash transaction fees. Such trades may also result in suspension or termination of clients involved.
Disclaimer of Liability - By signing the IMS Client Barter Agreement and agreeing to participate in the Barter Exchange, Client agrees to indemnify, hold harmless and defend International Monetary Systems with respect to any claim, debt, or liability whatsoever arising out of any transaction wherein Client is a buyer or seller. This includes, but is not limited to; professional malpractice claims, contractor/client disputes, product liability, etc. Client acknowledges that any trade transaction in which he/she participates shall be on a voluntary basis.
Attorney Fees and Costs - Client agrees to pay all reasonable attorney fees, court costs and collection costs incurred by IMS in the enforcement of this agreement.
Severability - If any one or more of the provisions of this agreement are determined to be unenforceable, in whole or in part, the remaining provisions shall remain fully operative.
Liability for Trade Dollars - Client acknowledges that Trade Dollars in the Exchange (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 trade transactions incur the normal business risks associated with any credit transactions. Trade Dollars are the liabilities of clients who owe the Exchange. Negative Trade Dollar balances in any other accounts, such as member debt and forfeiture, member loan fund, trade exchange conversion accounts, etc. are the result of clients going out of business and/or exiting the system with negative balances, the acquisition of other deficit-spent barter networks, or other similar situations that may occur in credit transactions, and are not the responsibility of International Monetary Systems. IMS is liable solely for the Trade Dollar indebtedness of its own operating account.
Contract Permission - To give IMS permission to send via fax and e-mail trade offerings and related advertisements.
Credit Card Approval - And understand that you may verify and exchange information on me and additional applicants, including requesting reports from credit reporting agencies. I am aware that this information is used to determine my eligibility. I may ask for the name of the agency that furnished this.