TRADING PROCEDURES, POLICIES, RULES AND REGULATIONS OF BIZXCHANGE
1. I/We, hereinafter referred to as the "client" or "clients" hereby apply for membership in BizXchange, Inc.(hereafter referred to as BizX) for the purpose of trading products and/or services with other BizX members or affiliated trade exchanges. I/We agree to read and abide by the trading rules and regulations prescribed below which are incorporated with and made a part of this agreement and further agree that this agreement may be amended from time to time in the manner provided herein.
2. The purpose of the trade rules and procedures is to facilitate trading among clients by promoting a system of good business practices and understanding of the guidelines set forth for all trade exchanges by the International Reciprocal Trade Association (IRTA).
3. Every transaction involving BizX trade dollars with clients and/or affiliated exchanges shall be commissionable. BizX reserves the right to charge cash fees on all purchases or sales including, but not limited to those purchases or sales that include a cash/trade component. Fees would be applicable to the entire gross amount of the transaction after taxes. The applicant will be advised of this prior to initiating such a transaction. All fees earned are for payment of services rendered and processing clients into the exchange system, maintaining records and facilitating the client's use of the exchange and otherwise regulating and administering the exchange system. All dollar amounts are in lawful money of country of origin and payable in cash or by way of pre-authorized credit cards.
4. The client who is making the purchase (buyer) must have a valid, signed, and current membership card in order to make a purchase. The client is solely responsible for all charges made on cards issued to client's account. Cards will be issued only by written authorization from the client who signed the BizX account application and agreement or anyone else authorized in writing by the client.
5. A buyer must always identify himself/herself to the seller as a BizX client before making a purchase.
6. To receive credit for transactions, a client who is a Vendor (Seller) must:
(1) obtain an authorization number from BizX on each transaction
(2) obtain the buyer's signature on a BizX trade slip or other written document
7. The client/seller agrees/acknowledges and understands that if a signed trade slip is not submitted in the case of a dispute, BizX is obligated to reverse the transaction. In order to avoid such a problem, BizX suggests that clients keep copies of their transaction slips on file at their place of business for a minimum of 6 months.
8. For telephone order transactions, seller must put abbreviation "T.O." in the signature area with the printed name of the purchaser. In the event that the buyer disputes the purchase within 6 months, it will be reversed at the discretion of BizX unless a signed trade slip has been received. Telephone orders are not reversible after the 6 month period has passed.
9. Selling clients shall furnish all materials and labor for 100% trade at clients' normal prevailing prices. Real Estate and individual transactions may be negotiated for a partial cash payment with prior approval by BizX and the clients involved.
10. Sales to persons without cards or to persons using a card of another client or sales by mail or sales by telephone, as provided in this agreement, are at the client's sole discretion. An authorization number must be obtained for all such sales but the selling client is fully responsible for satisfying himself that the buying client is, in fact, a cardholder or has authority to use a card of another. BizX will not accept liability surrounding such sales if a dispute arises and it will be the responsibility of the seller to collect from the buyer should BizX choose to reverse any authorization provided.
11. Direct trades between clients are prohibited. If direct trades occur, BizX may, at it's option, charge each party a cash penalty of 20% of the transaction total in addition to the standard cash transaction fee. BizX may also, at its option, terminate membership of any party to such a trade.
12. BizX is a trading/exchange company that also acts as a clearing house and third party record keeper of barter transactions among its clients who contract with BizX to organize and facilitate barter of their goods and services with each other and with affiliated trade exchanges.
13. Each sale/purchase or trade is a barter purchase or sale of goods and/or services whereby payment is made in trade dollars posted to a client's account pursuant to these rules and regulations. A trade dollar is an accounting unit used to record the value of the trade and ownership of trade dollars, denotes, the right to receive goods and services available within the BizX system. Trade dollars may be used only in this manner and for the purpose or purposes set forth in these rules and regulations and will not be considered legal tender, securities or commodities and may not be redeemed for cash, except as specifically provided in these rules and regulations. BizX disclaims responsibility for the negotiability of trade dollars or for the availability of any particular goods or services from any source.
14. Purchases by clients must be limited to the amount of BizX trade dollars in the purchaser's/buyer's account plus any credit amount available to the purchaser/buyer. Clients wishing to apply for a line of credit may submit an application for approval and approval will be in the complete discretion of BizX. Clients will be required to compensate BizX in cash or by way of credit card payments on demand for any deficit amounts in the trade dollar accounts resulting from purchases made without sufficient trade dollar balances or without prior loan arrangements. Clients will pre-authorize access to valid and existing credit card accounts. Lines of credit are granted at the sole discretion of BizX and may be adjusted or revoked at BizX's discretion.
15. BizX shall continue to solicit new businesses and clients having products and services to satisfy the needs of all clients. Due to high client demand and short supply, certain items may be available on a limited basis only. BizX is committed to provide products and services actually available in the exchange system. In addition, while BizX serves in a brokerage capacity in organizing and facilitating trades among clients, responsibility for the conduct of any trade is exclusively that of the two clients participating in the trade. BizX will use its best effort to broker the trade dollars of clients into goods or services, to accurately record trades and to administer these rules and regulations in accordance with their terms. All clients acknowledge and agree that notwithstanding the best efforts of BizX, the sole principals of any trade are the buying and selling clients involved, that any and all trades are entered into voluntarily, that BizX is not the agent of the client whether as a buyer or as a seller and that BizX is not the guarantor of any trade or trade dollars. In addition, BizX is not responsible if the client cannot find specific products or services to purchase from other clients in the exchange system.
16. Clients may request their account to be placed in standby status only if:
(i) client's account is not in a deficit position,
(ii) client gives 30 days written notice to BizX of said request, and,
(iii) BizX has not suspended the client's trading privileges.
17. Anytime a client's trade account is in a deficit position, BizX has the right to demand immediate payment in cash for the total trade deficit due and owing and may take any action to secure such payments if deemed necessary. BizX reserves the right to adjust cash balances with clients' trade accounts and the client agrees and acknowledges that BizX may have access to pre-authorized credit card accounts which BizX may access for any deficit due and owing.
18. In the event that a job BizX refers requires payment or partial payment in cash, BizX will charge commission on the gross amount of the transaction.
19. Trade dollars shall not be considered as legal tender, securities, or commodities by either BizX or its clients and may not be redeemed for cash.
20. Trade transactions are entered into on a voluntary basis between clients of BizX or affiliated trade exchanges and although BizX may provide referrals as a service to its clients, BizX assumes no responsibility for the quality, timely delivery, warranty or dispute of any nature between clients or between clients and affiliated trade exchanges with regard to any products or service being traded. Client should exercise the same diligence entering into trade transactions as they exercise with ordinary cash transactions. BizX reiterates that it is functioning in a brokerage capacity and the client does hereby indemnify and holds BizX harmless with respect to any claims, debts or liability whatsoever arising out of any trade exchange transaction wherein the client is a buyer or a seller.
21. In the event of a breach of this agreement, member/client agrees to pay reasonable cumulative costs, litigation costs, attorney fees, court costs, collection costs and/or interest. Member/Client further agrees to be personally responsible for any indebtedness to BizX.
22. The declaration and reporting of all applicable local, municipal, state/provincial and federal taxes, including but not limited to appropriate sales and excise taxes and GST, resulting from trade transactions rest solely with the clients. Barter sales are taxable events for municipal, state/provincial and federal tax purposes and must be recorded as income for tax purposes. If BizX is required by law, be it municipal, provincial, federal or other, to obtain identification and/or information and to report trade sales in any way whatsoever, the client agrees not hold BizX liable for any actions BizX takes in compliance with the said laws. To clarify, applicable taxes will be collected in trade on any transaction.
23. All cash transactions, fees and charges are due upon receipt of the BizX monthly statements. If payment by cash, check or credit card has not been received by the 15th of the month or within 10 days of the monthly statement (whichever is longer) fees and charges will be charged against clients MasterCard, Visa or American Express credit card account, although that will occur no sooner than the 15th of the month. BizX reserves the right to suspend all trading privileges of clients whose accounts are not paid in full by the 15th of the month that the statement is forwarded. A late payment of $10 cash and 1.5% of the gross amount of cash fees due per month will be assessed at month end if the transaction fees and charges are not paid in full, a suspension of trading privileges may be put into effect until the account is current. These terms reflect the additional costs incurred by BizX in order to bill and collect these accounts and the client agrees to waive all rights to usage of any positive trade credit balance in his account and grants BizX the right to hold any such balances so long as any cash, fees and charges remain outstanding after the last day of the month in which the statement is forwarded.
24. Client's monthly statement will be considered accurate as printed unless the BizX's accounting department is notified of any discrepancy in writing within 15 days of the statement being received. BizX will issue monthly statements to clients reflecting account activities and monies due and owing to BizX and all transactions are subject to audit and verification by BizX and, in the case if inaccuracies, BizX may debit or credit the client's account, without notice, as a result of such error.
25. BizX may, in the future, publish bulletins or directories containing modifications or additions to these trading rules and regulations that are deemed to be in the best interest of BizX clients and by which the client agrees to abide. Retention and/or use of the BizX trade card constitutes acceptance of the BizX application and agreement and agreement and acknowledgement with all rules and regulations and with all terms and conditions of a client of BizX.
26. Any client that has a credit card, pre-authorized payment declined or check returned to BizX, for any reason, by a financial institution will be charged $25.00 cash for each said return.
27. Client acknowledges, consents, and grants to BizX the right and power to regulate and control the number of outstanding trade dollars within the exchange system and to make trade dollar loans to clients as set forth in these Rules and Regulations.
28. Clients grant BizX the right and power to make trade dollar loans to any client on terms and conditions consistent with client's credit worthiness and ability to repay. The exercise of this power shall be at the sole discretion of BizX management with regard to principal, interest, terms and conditions, lending policy, and other particulars. Clients desiring to apply for a loan may be required to submit a loan application, financial statement, credit agreement, promissory note, and equivalent collateral prior to approval. BizX is under no obligation to extend credit at any time. BizX will use its best efforts to insure timely repayment of principal and interest, appropriate collateralization, and perfection of security interest in all loans. Client acknowledges that in consideration for loan management services provided by BizX, all fees, service charges, and other proceeds from such loans are the sole and exclusive property of BizX. Client will be given written confirmation of the credit line issued. The outstanding balance of the line of credit, as it is utilized, will be treated as a loan under the Rules and Regulations. A client in a deficit position may not refuse trade and must trade their products or services at the prevailing cash prices. Failure to do so will result in immediate termination of membership and the outstanding deficit balance immediately due in cash to BizX. A client who has made purchases in excess of client's established line of credit may not make purchases and must trade his/her products or services until such excess deficit is cured. At BizX's option, client may be billed and shall pay such amount of the outstanding balance in cash.
29. Clients recognize and grant to BizX and those having ownership interest in BizX the right to borrow from the exchange and spend within the exchange system an amount that shall not exceed one year's gross receipts by BizX. Such borrowing will be sufficiently collateralized by specifically pledged assets of the system pursuant to the guidelines established and imposed by the International Reciprocal Trade Association (I.R.T.A. Regulation #1).
30. Client agrees to indemnify and hold harmless BizX for any loss incurred by client which is caused by any act of omission of client including, but not limited to the following: failure to complete a transaction after a voucher has been signed; failure to properly perform services for another client; failure to deliver goods that conform to a contract with another client; and improper pricing by a client. In the event of payment, loss, expense, or the crediting of client's accounts by BizX in which payment, loss, expense, or the crediting of client's account arises out of any transaction between clients. BizX shall be subrogated to the extent of the amount of such payment, loss, expense, or crediting of a client's account to all the rights, powers, privileges and remedies of any client against any other client's account. Client shall execute all papers required by BizX and render all necessary assistance, other than pecuniary aid, to enable BizX to secure the right granted in this paragraph.
31. Client authorizes BizX to make whatever credit investigation it deems appropriate and to exchange any information received in the course of such investigation. BizX may request reports from credit reporting agencies. If client asks whether a credit report was requested, he/she will be informed, and if BizX has received a credit report, client will be given the name and address of agency that supplies the report.
32. BizX is responsible only for commitments made in writing by only a duly authorized corporate officer of BizX, and not verbal or written commitments made by account executives, trade brokers, or other representatives of BizX.
33. BizX reserves the right to modify or change the annual membership fees, commissions, maintenance fees, and any service fees at any time. Client will receive thirty (30) days written notice of any such changes.
34. Unless otherwise stipulated between BizX and the particular client, client authorizes BizX to notify and advertise to other clients the availability of client's products or services. BizX may use, free of charge, the name, address and logo of any client in any BizX advertising and promotion, unless otherwise stipulated in writing by client.
35. Client or BizX may cancel this agreement upon 30 days written notice to the other party. Upon cancellation, all trade dollars due to the client must be spent within 90 days on products and services available through BizX and the client may stay
active for the said 90 days and spend the balance until purchases equal sales by paying BizX in advance the cash commission and service fees on the positive balance. Any outstanding balance due, BizX must be paid in full, by products or services deemed acceptable by BizX or in cash, within 30 days of the termination date and at the expiration of the 30 day period any outstanding balance due to BizX must be paid immediately in cash. Upon termination for any reason, BizX identification cards must be cut in half and the pieces forwarded to BizX immediately. All obligations under this agreement and pursuant to the rules and regulations in connection with any trade transaction shall survive termination of this agreement.
36. BizX may freeze an account and/or cancel this agreement if:
(1) BizX has received two or more complaints on a given client for either poor performance or for attempting to charge in excess of client's industry or retail prices or for overpricing in any form;
(2) The client has committed fraud against BizX or any BizX clients;
(3) The client is charging cash and/or not following and abiding by client's contractual agreement with BizX; or,
(4) For any other reasonable cause.
37. Client agrees and acknowledges that the decision of BizX to freeze and/or terminate the client's account shall be final and conclusive and in the sole and absolute discretion of BizX.
38. Client grants BizX a security interest in all trade dollars to be credited to client's account equal to the amount of 3:1 ratio trade of all unpaid cash fees. In the event of the insolvency or bankruptcy of a client, all cash shall be due and payable in full. Upon client's filing a petition under chapter 7, 11 or 13 of the United States Bankruptcy Code or an Assignment for the Benefit of Creditors, no trade shall be allowed until all cash fees due BizX have been paid in full.
39. BizX reserves the right to mail statements only in the month there is activity in client's account. If there is no activity for six months in a client's account, BizX reserves the right to place the client's account in a dormant status and to refrain from mailing monthly statements. If client's account is inactive for twelve months, BizX membership will be immediately and automatically terminated. Client's account will be terminated in accordance with these Rules and Regulations.
40. Time shall be of the essence in this agreement and with regard to these rules and regulations.
41. Memberships in BizX may not be transferred or sold or assigned in any fashion without prior written approval from BizX.
42. Forbearance or indulgence by BizX in enforcing any of the terms of this agreement and these rules or regulations shall not constitute a waiver of the obligations to be performed by the client under this agreement and BizX shall be entitled to any remedy available to it pursuant this agreement or by law notwithstanding any such forbearance or indulgence.
43. This agreement will be construed or enforced in accordance with the laws of the States of California and Washington (as appropriate).
44. Each and every term and provision contained in this agreement and in the rules and regulations is severable and if any such term or provision should be judged invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of the remainder of the agreement or the rules and regulations or of any term or provision of the agreement or the rules and regulations and the remainder shall remain valid, legal and enforceable and in full force and effect.
45. Upon acceptance of this agreement and the opening of an account for a client by BizX, the client and individuals signing for or on behalf of the client hereby assumes joint and several responsibility for any and all purchases and fees as outlined in this agreement and the individual signing on behalf of a corporation agrees to guarantee and be personally liable for the full performance by the said corporation of this agreement and conformity with any and all rules and regulations.
46. The client and BizX agree and acknowledge that transmission by facsimile of this agreement, rules and regulations, changes to rules and regulations, a membership application and/or trade receipts or slips shall be valid and treated as if they are in original form. In the event that the client or BizX utilize facsimile transmitted signed documents, both parties hereby agree to accept and hereby agree to rely upon such documents as if they bore original signatures.
47. The Applicant agrees to pay the membership initiation fee, monthly service fees and cash transaction fees on all sales and on all purchases as detailed in the Fee Plan Selection. Fees are charged on the gross amount of the transaction after taxes. A $15 cash and $15 trade dollar monthly administrative charge will be debited from each account. All fees for purchases or sales are billed monthly and to be paid by the 15th of the month that the bill is forwarded. The applicant further agrees to pay a monthly 1.5% (trade) per month compounded monthly (19.56% annually) on all overdrawn accounts. It is understood that the client's credit card or bank account will be charged for the cash fees if payment is not received by the due date of the billing month. The Applicant agrees, acknowledges, and authorizes the use of the credit cards or pre-authorized bank account deductions above noted for payment of any and all outstanding fees, charges and account balances at any time and from time to time. BizX requires 30 days written notice of intent to cancel memberships in BizX. All fees and charges, including but not limited to the initial set up fee, are in payment for services rendered in processing clients into the trade exchange, maintaining records and facilitating the client's use of the exchange. It is understood that this agreement will become effective when signed by the client/applicant and an officer of BizX.
