Equitrade International Incorporated Account Terms & Conditions
1. Relationship of the Parties: You, as a client, represent to Equitrade International Incorporated (“Equitrade”) that you are a business contracting with Equitrade for Equitrade to organize and facilitate the trading of your goods and services with other of Equitrade’s clients and those of third-party trading businesses and subscribed to Equitrade’s record keeping and trade services. These Account Terms & Conditions govern the relationship of the parties, and Equitrade may modify these Terms & Conditions from time to time without advance notice to you. Each time you log into the Equitrade Internet Website and offer to sell and/or request to purchase products or services through Equitrade, you expressly consent to the Terms & Conditions as they exist as of that date.
2. Authority: You grant Equitrade the exclusive right to regulate its Trade Network and to make decisions regarding the same that Equitrade, in its sole judgment, deems necessary. You expressly acknowledge that Equitrade has the right to borrow and spend within the Equitrade Trade Network.
3. Your Equitrade Account: You agree to offer goods and/or services to other Equitrade clients for payment in Equitrade Barter Dollars and to maintain an active listing of products and/or services on the Equitrade Trading Floor. Failure to maintain an active listing on the Equitrade Trading Floor may result in the suspension of your trading privileges until you post an active listing. You acknowledge that overpricing, part cash/part trade transactions and direct trades which circumvent Equitrade are violations of Equitrade’s policy, will result in the surrender of your Barter Dollars and termination of your Equitrade account, and gives Equitrade the right to impose other fees and penalties.
4. Gift Certificates: You may fund Equitrade transactions with gift certificates or gift cards (“Gift Certificates”). Your deposit of Gift Certificates to Equitrade generates Barter Dollars, which you can then redeem for available goods and services offered through Equitrade. Your Gift Certificates must: i) be accepted the same as cash; ii) have no expiration date; iii) be in a form and denomination acceptable to Equitrade; and iv) be redeemable for goods and/or services at your business location without restriction. Equitrade reserves the right to refuse Gift Certificates and/or limit the dollar amount of any Gift Certificate(s).
5. Direct Trade: You acknowledge that some trading activity will be made directly between clients and not with Gift Certificates. Equitrade shall make reasonable efforts to satisfy barter requests when Gift Certificates are not available. Equitrade clients must identify themselves as Equitrade clients upon initial contact. Equitrade clients shall treat each other in the same manner, with the same professionalism, and with the same priority as any business customer. All trades must be made through and all applicable fees shall be paid to Equitrade. You must obtain authorization for each transaction from Equitrade.
6. Products and Services: You acknowledge and agree that the products and services you offer shall be of the highest quality and suitable for use for their intended purpose. Equitrade may offer products and/or services through its electronic or physical warehouse directly and/or for and on behalf of its clients; and you expressly grant Equitrade the right to make available any of your products and services offered for trade by you.
7. Pricing: You acknowledge and agree that your products and services, including Gift Certificates, shall be offered at current or prevailing retail prices. You agree to accept and offer Gift Certificates and Barter Dollars at face value. You agree to sell all products and services with a value of up to $10,000 at 100% trade. You acknowledge that all taxes and gratuities must be paid in cash.
8. Large Purchases: Equitrade reserves the right to require prior approval of all purchases of $1,000 or more. If you do not obtain proper authorization, Equitrade has no obligation to post the transaction. Equitrade reserves the right to refuse authorization if: i) the buyer does not have sufficient Barter Dollars or credit line to make the purchase; ii) either party is in default; or iii) the seller fails to obtain proper and timely authorization.
9. Credit Line: Your purchases are limited to the amount of your Barter Dollars. An Equitrade officer may approve a credit line, in its sole and absolute discretion. You shall pay interest in Barter Dollars at a rate of 1.5% per month on any outstanding credit line balance.
10. Liability for Barter Dollars: You acknowledge that you maintain all liability and responsibility for any positive or negative status of your Barter Dollar account and bear the normal business risk associated with any credit transaction.
11. Conversion of Account to Cash: If you are in default of this Agreement and fail to cure as herein set forth, Equitrade may, in its discretion, without terminating this Agreement, with 30 day’s written notice, demand payment of any account deficit in cash on a 1 to 1 basis, and Equitrade shall have the immediate right to charge you for and collect the same.
12. Fees and Billing:
A. Signup Fee:
i. Business Accounts: You shall pay a non-refundable account initiation fee of $150 in cash.
ii. Consumer Accounts: There is no sign-up fee.
B. Transaction Fee:
i. Business Accounts: You shall pay a cash transaction fee of 12% of the Barter Dollars spent as they are spent.
ii. Consumer Accounts: You shall pay a cash transaction fee of 7% of the Barter Dollars spent as they are spent.
C. Annual Membership Fee:
i. Business Accounts: You shall pay an annual membership fee of $150 in cash.
ii. Consumer Accounts: There is no annual membership fee.
D. Interest Charges: You shall pay 1.5% per month in cash for any past due cash fees due to Equitrade.
E. Equitrade shall charge you with all transaction fees in real time, at the point of purchase/sale. All charges not automatically paid are due within 3 days of your monthly statement. Equitrade may place a “buy hold” on any past-due Account.
F. Monthly Statements: You must notify Equitrade’s accounting department of any discrepancy in your statements within 10 days of receipt. Equitrade emails monthly statements on the 1st day of each month, setting forth a summary of the previous month’s transactions. You can access your account information electronically at any time.
13. Barter Dollars: You understand that the terms “Barter Dollar” and “Barter Credit” exclusively refer to an electronic accounting entry with an assigned arbitrary value of one US Dollar ($1.00) per Barter Dollar or Credit used for recording values in any Equitrade transaction. The Equitrade Barter Dollar is not legal tender, a security nor a commodity, and cannot be redeemed for cash. Barter Dollars cannot be transferred to any other barter company or trade organization without approval by an Equitrade officer, which may be withheld for any reason. Equitrade does not claim any responsibility for the negotiability of any Barter Dollar and/or for the availability of product or services from any source. Barter Dollars shall be maintained by Equitrade as a non-interest-bearing deposit.
14. Refunds: Clients are given 30 days to review their statement and all transactions posted to their account to ensure all processing was complete properly. If an error was made that was posted to your account, you will receive a refund. If a dispute arises between Equitrade clients, Equitrade will investigate the dispute and will post a refund to your account when appropriate. Equitrade will post the refund to your account in barter dollars and/or cash fees as appropriate. Refunds must be requested within 30 days.
15. Assignment: Equitrade may assign its rights and obligations herein set forth in its sole and absolute discretion, in whole or in part, for compensation in any form, without restriction. You may not assign or transfer any of your rights or obligations under this agreement or Equitrade, without Equitrade’s express, prior, written consent, which may be withheld by Equitrade in its sole discretion
16. Proprietary Information: You expressly agree and covenant not to use or disclose in competition with Equitrade or in a manner as to cause financial or other harm to Equitrade, Equitrade’s proprietary information, expressly including, but not limited to, Equitrade’s information relating to its clients and systems. You understand that it is a breach of this Agreement to use your login to your Equitrade account to grant access to any Equitrade competitor.
17. Warranties, Guaranties & Indemnification:
A.You warrant that all of your products shall be free from defects in design, workmanship and material and are of merchantable quality.
B. You acknowledge and agree that, if a claim does arise out of any Equitrade transaction, your exclusive remedy and recourse shall be against the other party in the purchase/sale transaction, regardless of the extent to which Equitrade facilitated or participated in the transaction. You acknowledge and agree that Equitrade bears no responsibility for the quality and condition of any product or service; that Equitrade makes no representation or warranty as to the value or condition of any product or service. As such, you expressly acknowledge and agree that you shall have no claim and shall commence no action against Equitrade for the failure of any other party to deliver any product or service nor for any other claim of any kind, in tort, contract or otherwise, arising out of any Equitrade transaction; and hereby release Equitrade from any and all liability related to or arising from any Equitrade transaction, without limitation, except those arising out of the intentional improper acts of Equitrade, if any.
C. You acknowledge and agree that you shall defend, indemnify, and hold Equitrade, its owners, officers, directors, employees and agents, harmless from and against any and all loss, expense and damages, including, but not limited to, actual attorney’s fees, costs of collection, court costs and litigation expenses, paid or incurred as a result of Equitrade’s relationship with you arising out of your relationship with Equitrade.
D. Bartervana, a third-party software vendor to Equitrade used in the administration of the Equitrade-client relationships, makes no representation or warranty either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any barter transaction. You agree to indemnify and hold Bartervana harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction in which you participate; and waive all claims, debts and liability whatsoever against Bartervana arising out of any computer or software malfunction or processing errors.
18. Taxes: You acknowledge and understand that sales of merchandise or services for Barter Dollars are taxable events (IRS Publication 525). You are solely responsible for the declaration, reporting and paying of all applicable local, state and federal taxes resulting from trade transactions. Equitrade is a third-party record keeper providing clients with a 1099B at the end of each calendar year. You must timely provide Equitrade with a W-9 reflecting any change in the tax entity for which sales are reported.
19. Default & Remedies:
A.In addition to those hereinabove set forth, the following shall constitute acts of default: i) your failure to pay timely any amount due to Equitrade as herein set forth; ii) your refusal to accept and/or redeem Gift Certificates at face value; iii) your disclosure of proprietary information in violation of this Agreement; (iv) your failure to abide by any other of the Equitrade terms and conditions within 10 days of notice thereof; v) the filing by your or any principal of you of any bankruptcy proceeding or an involuntary filing in bankruptcy which is not released within 30 days; and v) the insolvency of (including the inability to pay creditors as amounts come due by) you or any principal of you.
B. All payments returned to Equitrade for insufficient funds and all other financial deficiencies will be assessed a $25 cash fee.
C. You agree to provide Equitrade with a valid credit or debit card account number or ACH or E-Check account information, and the appropriate authority to enable Equitrade to charge the same for all fees and expenses due to Equitrade. Equitrade shall restrict or place “on hold” your account until you provide Equitrade with current and valid information.
D. Upon default, you shall pay all of Equitrade’s actual attorney’s fees and expenses and costs of collection, as well as interest of 18% per annum on all past-due balances.
E. In addition to the rights herein granted, each party shall have all rights and remedies available under law and in equity. Upon a default by one party, the other may demand arbitration under the guidelines of, but not governed by, the American Arbitration Association, which arbitration shall take place in the Greater Metropolitan Atlanta, Georgia area, and which shall be conducted by an attorney, licensed and located in the State of Georgia with no less than 5 years of experience in contract litigation.
20. Termination: (A) You may terminate your Membership with Equitrade, by providing Equitrade with no less than 30 days written notice, during which time you shall continue to pay all fees and costs due to Equitrade. Upon termination, if you have any outstanding Barter Dollars, Equitrade shall maintain for and make available the same to you, as long as you timely pay Equitrade all monthly fees and expenses due hereunder, as if you were a continuing client of Equitrade. If you fail or refuse to pay in full any amount due hereunder for any time less than 60 days, Equitrade shall restrict and place “on hold” your Barter Dollars until all such amounts due, including fees, interest and penalties are paid in full. If you fail or refuse to pay in full any amount due hereunder and/or fail to provide valid information for the processing of payments for 60 days or more, then Equitrade may immediately revoke and terminate any and all rights in and to any Barter Dollars. (B) Equitrade may terminate this Agreement without notice upon your default and, if applicable, failure to cure as hereinabove set forth. (C) Upon termination of this Agreement, (i) except as set forth in clause “A” hereinabove, you shall immediately forfeit all Equitrade Barter Dollars; (ii) you shall honor all Gift Certificates provided by you to Equitrade or reimburse Equitrade for all outstanding Gift Certificates in cash at the rate of 110% of the face value thereof; (iii) you shall pay in cash within 10 days all outstanding amounts due, including negative account balances; and (iv) Equitrade shall have the right to charge you, by way of a debit or credit card or ACH or E-Check transaction, all such amounts due.
21. Guarantor: The undersigned owner(s) of this account agrees that they personally guarantee the performance of this agreement regarding any cash fees due or deficit trade balances that may exist at account termination.
22. Notice: All notices, claims, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given 3 days after mailing by US registered or certified mail, postage prepaid to Equitrade at the address provided on its Internet Website, www.equitradeintl.com; and to you at the most recent physical or electronic mail address that you have provided to Equitrade in writing in accordance herewith. A communication given by any other means shall be deemed duly given when actually received by the addressee.
23. Waiver: The failure by either party to exercise any right under this Agreement shall not be deemed to be a waiver thereof. No waiver of any term of this Agreement, whether by express agreement or by conduct in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any other term of this Agreement.
24. Interpretation, Severability, Survivability: This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. Paragraph headings herein are for convenience or reference only and shall not be considered or referred to in interpreting this Agreement. For all litigation arising out of or related to this Agreement, the parties agree that venue and jurisdiction shall be in the Courts of Cobb County, State of Georgia. If any of the conditions of this Agreement are determined to be void or unenforceable, the remainder of the Agreement shall continue to be of full force and effect. This Agreement shall be binding upon each party’s heirs, successors, assigns and administrators.