First Coast Barter & Member Agreement
A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms & conditions constitute the contract by and among Member and First Coast Barter,. Any use of First Coast Barter, hereafter referred to as First Coast Barter, 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 First Coast Barter. They apply to all First Coast Barter Member's and to all transactions facilitated by First Coast Barter. At its sole discretion, First Coast Barter may amend this agreement by giving Member thirty (30) days written notice via e-mail. First Coast Barter 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 First Coast Barter 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
- NATURE OF THE PARTIES
- A. First Coast Barter 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 and administrative services of First Coast Barter or its designee and through the medium of First Coast Barter Trade Dollars. First Coast Barter functions as a clearinghouse for the transactions of the Network membership.
- B. First Coast Barter regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the 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 First Coast Barter services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
- D. First Coast Barter 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 of age.
- DISCLAIMER OF WARRANTY AND LIABILITY
First Coast Barter 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 First Coast Barter 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 First Coast Barter because of any computer or software malfunction or processing errors.
- 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 First Coast Barter responsible to pay any taxes on behalf of any Member. Transactions involving First Coast Barter Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and First Coast Barter reports FCB 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 First Coast Barter harmless for any actions First Coast Barter takes to comply with federal, state or provincial, and local laws.
C. ADMINISTRATION OF THE EXCHANGE AND FIRST COAST TRADE DOLLARS
- NATURE OF First Coast Barter Trade Dollars
- Member's conduct transactions (purchases or sales of goods or services) using the First Coast Barter 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 First Coast Barter Trade Dollars.
- First Coast Barter Trade Dollars are 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 First Coast Barter. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by First Coast Barter 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 First Coast Barter nor Member shall consider First Coast Barter Trade Dollars as legal tender, securities, or commodities. First Coast Barter disclaims any and all responsibility for the acceptance or negotiability of First Coast Barter Trade Dollars or for the availability of goods or services from any source.
- LIABILITY FOR First Coast Barter Trade Dollars
- Member acknowledges that First Coast Barter 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 First Coast Barter transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe First Coast Barter Barter Dollars to the Exchange and are not the liability of First Coast Barter.
- a. Member acknowledges and grants to First Coast Barter the right and power to regulate and control the number of First Coast Barter Trade Dollars within the Network.
- b. Member grants to First Coast Barter the right and power to borrow from the Network.
- c. Member is NOT authorized to sell First Coast Barter Trade Dollars for cash.
D. SUSPENSION OR TERMINATION
- If Member violates this Agreement or the currently effective Policies and Procedures, First Coast Barter 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, First Coast Barter may reinstate Member or unfreeze Members' account.
- Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
- A. All cash and First Coast Barter 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 First Coast Barter Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to First Coast Barter 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 First Coast Barter.
E. FEES
- There are no hidden sign-up fees or hidden costs.
- 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 First Coast Barter are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, First Coast Barter 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.
- Members' who join First Coast Barter and use the First Coast Barter software will be charged the following.
- There is a $295.00 sign-up fee for the Advantage Program. Ongoing services fees are 5% of member’s transactions whenever they buy or sell thru First Coast Barter, payable in cash. Ongoing services fees are a minimum of $5.00 USD per month, payable in cash and Trade Dollars.
- There is a $150.00 sign-up fee for the Basic Program. Ongoing services fees are 10% of member’s transactions whenever they buy or sell thru First Coast Barter, payable in cash. Ongoing services fees are a minimum of $10.00 USD per month, payable in cash and Trade Dollars.
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We do NOT offer to keep geographic areas exclusive.
- 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. MISCELLANEOUS
- LEGAL REQUIREMENTS
Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. First Coast Barter shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold First Coast Barter liable for any action First Coast Barter takes to comply with applicable laws or regulations.
- NO WAIVER OF RIGHTS
First Coast Barter 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. First Coast Barter remedies are cumulative and are not exclusive of any remedies provided by law.
- 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 First Coast Barter, Member shall pay First Coast Barter 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.
- DISSOLUTION
If First Coast Barter terminates or otherwise ceases to do business, all Member's in a negative First Coast Barter Trade Dollar position will pay amounts they owe in cash (one First Coast Barter 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 First Coast Barter Trade Dollar position. First Coast Barter is not liable to any Member's for cash or First Coast Barter Trade Dollars beyond the distribution of such funds.
- SECURITY INTEREST
Member hereby grants First Coast Barter a security interest in all Trade Dollars in 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. First Coast Barter 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 First Coast Barter does receive all of its cash fees in full, First Coast Barter shall reinstate the Trade Dollars to the Member's account.
- WARRANTY OF INFORMATION
Member warrants that it provides all information to First Coast Barter in good faith and that such information is accurate to the best of Member's knowledge.
- FAX & E-MAIL SIGNATURES
First Coast Barter will, and Member agrees, that First Coast Barter may, accept a faxed or e-mailed signature as an original, legal signature.
- 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.
- NO WAIVER OF RIGHT
First Coast Barter'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. First Coast Barter remedies are cumulative and are not exclusive of any remedies provided by law.
- INDEMNIFICATION
MEMBER AGREES TO HOLD HARMLESS First Coast Barter, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF FCB's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
- JUDGMENT SETTLEMENT
In the event of a dispute between First CoastBarter and Member resulting in a judgment entered on behalf of the Member against First Coast Barter, Member agrees that First Coast Barter shall have the right to satisfy said judgment in First Coast Barter Trade Dollars.
G. APPLICABLE LAW
- This agreement shall in all respects be construed under the laws of the State of FL.
- Venue shall be St. Johns County, Florida USA.