South Bay Trade Exchange, LLC Member Agreement

A: CONTRACT AND MODIFICATION OF CONTRACT

The following terms conditions constitute the contract by and among Member and South Bay Trade Exchange, LLC. Any use of South Bay South Bay Trade Exchange,  LLC hereafter referred to as South Bay Trade Exchange, (SBTE)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 South Bay Trade Exchange. They apply to all South Bay Trade Exchange Member's and to all transactions facilitated by South Bay Trade Exchange. At its sole discretion, South Bay Trade Exchange may amend this agreement by giving Member thirty (30) days written notice via e-mail. South Bay Trade Exchange 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 South Bay Trade Exchange 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

1. NATURE OF THE PARTIES:
A. South Bay Trade Exchange 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 South Bay Trade Exchange or its designee and through the medium of South Bay Trade Exchange Trade Dollars. South Bay Trade Exchange functions as a clearinghouse for the transactions of the Network membership.

B. South Bay Trade Exchange 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 South Bay Trade Exchange services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

D. South Bay Trade Exchange reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary

2. DISCLAIMER OF WARRANTY AND LIABILITY:
South Bay Trade Exchange prides it self in quality members, however we makes no representation or warranty, and disclaims all liability, as to the quality, delivery date, prices or any term of any trade transaction. Member agrees to indemnify and hold South Bay Trade Exchange 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 South Bay Trade Exchange because of any computer or software malfunction or processing errors

3. 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 South Bay Trade Exchange responsible to pay any taxes on behalf of any Member. Transactions involving South Bay Trade Exchange Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and South Bay Trade Exchange reports SBTE 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 South Bay Trade Exchange harmless for any actions South Bay Trade Exchange takes to comply with federal, state or provincial, and local laws

C. ADMINISTRATION OF THE EXCHANGE SBTE TRADE DOLLARS

1. NATURE OF SOUTH BAY TRADE EXCHANGE TRADE DOLLARS:
A. Member's conduct transactions (purchases or sales of goods or services) using the South Bay Trade Exchange 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 South Bay Trade Exchange Trade Dollars.

B. South Bay Trade Exchange 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 South Bay Trade Exchange These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by South Bay Trade Exchange  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 South Bay Trade Exchange nor Member shall consider South Bay Trade Exchange Trade Dollars as legal tender, securities, or commodities. South Bay Trade Exchange disclaims any and all responsibility for the acceptance or negotiability of South Bay Trade Exchange Trade Dollars or for the availability of goods or services from any source

2. LIABILITY OF SOUTH BAY TRADE EXCHANGE TRADE DOLLARS:
A. Member acknowledges that South Bay Trade Exchange 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 South Bay Trade Exchange transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe South Bay Trade Exchange Trade Dollars to the Exchange and are not the liability of South Bay Trade Exchange

D. SUSPENSION OR TERMINATION:

1. If Member violates this Agreement or the currently effective Policies and Procedures, South Bay Trade Exchange 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, South Bay Trade Exchange may reinstate Member or unfreeze Members' account.

A. All cash and South Bay Trade Exchange Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.

B. Any Member with a negative account balance must balance their account with South Bay Trade Exchange Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to South Bay Trade Exchange 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 South Bay Trade Exchange

E. FEES

1. Fees paid to South Bay Trade Exchange are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, South Bay Trade Exchange 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 $15.00 per month, or 1.50% of the unpaid balance, whichever is more.  

3. Services fees are 10% of members transactions whenever they buy thru South Bay Trade Exchange, payable in cash. 

4. 10.00 trade monthly

5. One time membership fee of $195.00

F. LEGAL REQUIREMENTS

 2. Fax & Email Signatures  South Bay Trade will,and member agrees that South Bay Trade Exchange may,accept a faxed or e-mailed signature as an original,legal signature

4. SECURITY INTEREST:
Member hereby grants South Bay Trade Exchange 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. South Bay Trade Exchange 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 South Bay Trade Exchange does receive all of its cash fees in full, South Bay Trade Exchange, shall reinstate the Trade Dollars to the Member's account.

5. WARRANTY OF INFORMATION:
Member warrants that it provides all information to South Bay Trade Exchange in good faith and that such information is accurate to the best of Member's knowledge.

6. No Competion Clause

No member or employee can open a competing barter trade network or work for another barter company within 100 mi of Los Angeles for a period of one year.

 7. 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.

8. NO WAIVER OF RIGHT:
South Bay Trade Exchange 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. South Bay Trade Exchange remedies are cumulative and are not exclusive of any remedies provided by law

9. INDEMNIFICATION:
MEMBER AGREES TO HOLD HARMLESS South Bay Trade Exchange IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF BCI's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES

10. JUDGMENT SETTLEMENT:
In the event of a dispute between South Bay Trade Exchange and Member resulting in a judgment entered on behalf of the Member against South Bay Trade Exchange, Member agrees that South Bay Trade Exchange shall have the right to satisfy said judgment in South Bay Trade Exchange Trade Dollars.

G. APPLICABLE LAW: