National Trade Banc, a National Trade Corporation company
On-line MEMBERSHIP AGREEMENT
A. CONTRACT AND MODIFICATION OF CONTRACT
• The following terms and conditions constitute the contract by and among the Network Member ("Member", "You") and National Trade Corporation, a Colorado Corporation. Any use of National Trade Banc ("NTB") to facilitate a transaction by Member constitutes acceptance of all terms, conditions, policies and procedures (collectively, "Items") as most recently adopted by NTB. These Items apply to all NTB Members and to all transactions facilitated by NTB. At its sole discretion, NTB may amend this agreement by giving Member thirty (30) days written notice via e-mail. NTB 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 NTB after these time frames, constitutes acceptance by Member of such change(s) and the agreement of Member to abide by said change(s).
B. PARTICIPATION IN THE EXCHANGE
1. NATURE OF THE PARTIES
• A. NTB is an association of businesses and professionals who have joined together to do business among themselves through the organized system ("Network") which is regulated by the record-keeping and administrative services of NTB or its designee and through the medium of NTB Trade Dollars. NTB functions as a clearinghouse for the transactions of the Network membership.
• B. NTB regulates the Network, 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 NTB services. Member warrants that it is in compliance with all state, federal, local, industry and professional laws and regulations.
• D. NTB reserves the right of final approval of this Agreement and may refuse to accept anyone as a Member for any reason.
• E. The signer of this Agreement ("Signer") hereby acknowledges that Signer is 18 years of age or older.
2. DISCLAIMER OF WARRANTY AND LIABILITY
• NTB 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 NTB 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 NTB because of any computer or software malfunction or processing errors.
3. TAXES
• Member (as Seller in transactions) shall be solely responsible to collect and remit to the appropriate taxing authorities the applicable taxes and shall collect and record said taxes as required by law. Under no circumstances is NTB responsible to pay any taxes on behalf of any Member. Transactions involving NTB Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and, further, NTB reports transactions involving Trade Dollars ("Trade Transactions") to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from Trade Transactions rests solely with Member. Member agrees to indemnify and hold NTB harmless for any actions NTB takes to comply with federal, state or provincial, and local laws.
C. ADMINISTRATION OF THE EXCHANGE AND NTB TRADE DOLLARS
1. NATURE OF NTB Trade Dollars
• Members conduct transactions (purchases or sales of goods or services) using the NTB online system. Payments are made by posting debits and credits to the respective accounts of the buying and selling Members, pursuant to these Rules and in the form of NTB Trade Dollars.
• NTB Trade Dollars are a legal, 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 NTB. Said Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by NTB Members. Trade Dollars may be used only in the manner and for the purposes set forth in this Agreement and in the Policies & Procedures. Neither NTB nor Member shall consider NTB Trade Dollars as legal tender, securities, or commodities. NTB disclaims any and all responsibility for the acceptance or negotiability of NTB Trade Dollars or for the availability of goods or services from any source.
• All Members agree that the first $2,000 of any transaction shall be 100% in NTB Trade Dollars and any amounts over $2,000 may be cash or a cash trade blend.
• All Members agree that any exception to said Minimum is a privilege granted to the Member by NTB on a case by case basis, and any transactions conducted under such an exception MUST be at least 50% trade.
2. LIABILITY FOR NTB Trade Dollars
• Member acknowledges that NTB 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 NTB transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members who owe NTB Trade Dollars to the Exchange and are not the liability of NTB.
• a. Member acknowledges and grants to NTB the right and power to regulate and control the number of NTB Trade Dollars within the Network.
• b. Member grants to NTB the right and power to borrow from the Network.
• c. Member is NOT authorized to sell NTB Trade Dollars for cash.
D. SUSPENSION OR TERMINATION
1. If Member violates this Agreement or the currently effective Policies and Procedures, NTB may at its discretion immediately terminate Member's account or may freeze all activity in said account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, NTB may reinstate Member or unfreeze Member's account.
2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
• A. All cash and NTB 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 NTB Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to NTB 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 NTB.
E. FEES
There are no hidden costs.
1. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You must do this by having NTB automatically charge your credit/debit card that you have on file with us. Fees paid to NTB are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members’ obligations to each other is disputed, NTB will not be obligated to refund any fees it has received.
2. Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $25.00 per month, or 1.50% of the unpaid balance, whichever is more.
3. Members’ who join NTB will be charged the following:
• A cash sign-up fee as appropriate to their Membership level and ongoing service fees.
• Cash Service fees:
• Regular accounts: $ 49.95 per month and 5% cash transaction fee whenever you buy or sell through NTB.
• Spend out accounts: $49.95 per month and 10% cash transactions fee when you buy only.
• Barter Transactions conducted between Members that are not reported to NTB shall be charged a cash fee of 10% plus a penalty fee of 15%. Refusal to pay said fees will result in immediate termination of Member's account.
• By acceptance of this Agreement, Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any shall be payable in cash.
• There are NO other fees.
F. MISCELLANEOUS
1. LEGAL REQUIREMENTS
• Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. NTB shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold NTB liable for any action NTB takes to comply with applicable laws or regulations.
2. NO WAIVER OF RIGHTS
• NTB 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. NTB remedies are cumulative and are not exclusive of any remedies provided by law.
3. 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 NTB, Member shall pay NTB 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.
4. DISSOLUTION
• If NTB terminates or otherwise ceases to do business, all Members in a negative NTB Trade Dollar position will pay amounts they owe in cash (one NTB 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 NTB Trade Dollar position. NTB is not liable to any Members for cash or NTB Trade Dollars beyond the distribution of such funds.
5. SECURITY INTEREST
• Member hereby grants NTB 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. NTB 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 NTB does receive all of its cash fees in full, NTB shall reinstate the Trade Dollars to Member’s account.
6. WARRANTY OF INFORMATION
• Member warrants that it provides all information to NTB in good faith and that such information is accurate to the best of Member’s knowledge.
7. FAX & E-MAIL SIGNATURES
• NTB will, and Member agrees, that NTB may accept a faxed or e-mailed signature as an original, legal signature and/or, that by logging in to the secure, members only area of this website (www.nationaltradebanc.com) , such action legally acknowledges and accepts by you,all of the rules and regulations herewith setforth .
8. 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.
9. NO WAIVER OF RIGHT
• NTB'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. NTB remedies are cumulative and are not exclusive of any remedies provided by law.
10. INDEMNIFICATION
• MEMBER AGREES TO HOLD HARMLESS NTB, ITS OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS’ PARTICIPATION IN ANY OF NTB's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
11. JUDGMENT SETTLEMENT
• In the event of a dispute between NTB and Member resulting in a judgment entered on behalf of the Member against NTB, Member agrees that NTB shall have the right to satisfy said judgment in NTB Trade Dollars.
G. APPLICABLE LAW
1. This agreement shall in all respects be construed under the laws of the State of Colorado.
2. Venue shall be Denver County, Colorado USA.