Rules and Regulations - The Rules and Regulations, 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 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 Client’s 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 International Reciprocal Trade Association.
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 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 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.
Record Keeper Function - IMS is a third party record keeper and will use its best efforts to accurately record trades, maintain Client account records, and administer these Rules and Regulations. 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.
Negative Trade Dollar Balance - Clients will on occasion need to spend more trade dollars than the Client has available. Deficit spending may be permitted at IMS’ sole discretion and IMS is under no obligation to allow any Client to spend into a deficit. Any account with a deficit greater than $500.00 will be charged interest at a rate of 1% per month in trade. While in a deficit, Client must accept all sales at 100% barter.
Billing/Statements - Cash charges for transaction fees will be billed monthly and are due in IMS' office on the 20th of the following month. Cash charges that remain unpaid after 10 days may result in the Client’s rights being suspended and all trades will be refused until payment in full has been made. IMS will charge a late fee of 1.5% or $15 per month (whichever is greater). Any account with cash fees in a delinquent status for 120 days may be closed without notice by IMS. Client's account will be reinstated upon payment of the past due fees plus a reactivation fee of $100.00.
Assignment of Accounts - Client accounts may not be assigned, transferred, or sold without the prior written consent of IMS and IMS Trade Dollars may not be advertised for sale without IMS' written consent.
Amendment of Terms and Conditions - The Exchange Rules and Regulations and the Exchange Fee Schedules may be amended by IMS with at least 30 days written notice. Purchase or sale by a member company more than 30 days after notice is 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. IMS must be informed of any changes in Client's legal name or tax identification number, 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 cash fees due which are more than 30 days past due, or otherwise breaches these Rules and Regulations.
Cancellation - Client may cancel their account at any time by providing notice of cancellation to IMS. Upon cancellation, all positive trade balances must be either (1) spent on products or services available through the Exchange, or (2) with IMS’ prior written approval, the trade balance may be transferred to another member. Any trade balance transferred at such time will be subject to IMS' cash transaction fees and these fees must be paid before the transfer is completed. IMS will not pay Client cash for a positive balance. 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. Any Trade Dollars owed to the Exchange by Client must be repaid in either products or services within 30 days of cancellation or the trade balance becomes due in cash.
Termination - Client's breach of these Rules and Regulations or the IMS Client Barter Agreement may cause Client's account to be terminated by IMS. Client's account may also be terminated if, in the commercially reasonable opinion of IMS, Client has acted in a manner that is detrimental to the Exchange or its other members. Termination shall be effected by delivery to Client of a written notice of termination. 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, Client will have 90 days to use, or transfer with IMS's written approval, any positive trade balance. All cash transaction fees must be paid in advance. Any negative trade balance must be paid in cash within 30 days.
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 participating 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. IMS employs account representatives who will provide information on participating clients and available products and services and who will assist clients in marketing their products or 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 and its employees are not the agent of any client nor is IMS the guarantor of any transaction or Trade Dollar.
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 members who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such members; 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, 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.
Contact Permission - To give IMS permission to send via fax, text message, and e-mail trade offerings and related advertisements.