South Sound Barter Alliance on-line MEMBERSHIP AGREEMENT

The following terms & conditions constitute the contract by and among Member and the South Sound Barter Alliance, a division of Alternative Marketing Experts. Any use of South Sound Barter Alliance, hereafter referred to as the SSBA, 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 the SSBA. They apply to all the SSBA  Member's and to all transactions facilitated by the SSBA. At its sole discretion, the SSBA may amend this agreement by giving Member thirty (30) days written notice via e-mail. The SSBA 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 the SSBA after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.

1. NATURE OF THE PARTIES
   • A. The SSBA 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 the SSBA or its designee and through the medium of SSBA Trade Dollars. The SSBA functions as a clearinghouse for the transactions of the Network membership.
     
   • B. The SSBA 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 the SSBA services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
     
   • D. The SSBA reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
     
   • E. The signer of this agreement hereby acknowledges that they are over 18 years of age.
     
     
2. DISCLAIMER OF WARRANTY AND LIABILITY
   
   The SSBA 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 the SSBA 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 the SSBA 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 the SSBA responsible to pay any taxes on behalf of any Member. Transactions involving the SSBA Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and the SSBA reports SSBA 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 the SSBA harmless for any actions the SSBA takes to comply with federal, state or provincial, and local laws.

1. NATURE OF SSBA Trade Dollars
   
   • Member's conduct transactions (purchases or sales of goods or services) using the the SSBA 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 SSBA Trade Dollars.
     
   • SSBA 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 the SSBA. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by the SSBA's Members. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither the SSBA nor Member shall consider the SSBA Trade Dollars as legal tender, securities, or commodities. The SSBA disclaims any and all responsibility for the acceptance or negotiability of SSBA Trade Dollars or for the availability of goods or services from any source.
     
     
2. LIABILITY FOR SSBA Trade Dollars
   
   • Member acknowledges that SSBA 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 the SSBA transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe SSBA Barter Dollars to the Exchange and are not the liability of the SSBA.
     
     • a. Member acknowledges and grants to the SSBA the right and power to regulate and control the number of SSBA Trade Dollars within the Network.
       
     • b. Member grants to the SSBA the right and power to borrow from the Network.
       
     • c. Member is NOT authorized to sell SSBA Trade Dollars for cash.

1. If Member violates this Agreement or the currently effective Policies and Procedures, the SSBA may at its discretion immediately terminate Member's account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, the SSBA 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:
   
   • All cash and SSBA Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.
     
   • Any Member with a negative account balance (where purchases exceed sales) must balance their account with the SSBA Trade Dollars within 90 days of termination date. After said 90 day period, Member must immediately pay to the SSBA any remaining negative balance in cash.
     
   • Any Member with a positive balance (where sales exceed purchases) must spend out their account within 90 days of termination. Any trade dollars remaining after 90 days will become the property of the SSBA.

• There is a one-time sign-up fee to join the SSBA.  This fee is based on the following schedule:
  
• $99 for home-based businesses and non-profit organizations
• $199 for small businesses (2-10 employees)
• $399 for large businesses (greater than 10 employees)
  
• Fees paid to the SSBA are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, the SSBA will not be obligated to refund any fees it has received.
  
  
• Transaction fees payable are due at time of purchase and fees due for more than 45 days will be assessed a late fee of $15.00 per month, or 1.50% of the unpaid balance, whichever is more.
   
• Members' who join the SSBA and use the SSBA software will be charged the following:
  
  • There is a one-time sign-up fee based on size of the business, as outlined above.
    
  • Ongoing services fees are 5% of members transactions whenever they buy or sell thru the SSBA, payable in cash.
    
  • Annual renewal fee is $49, payable in cash.
    
  • We do NOT offer to keep geographic areas exclusive.
    
    
• By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.

• LEGAL REQUIREMENTS
  
  Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. The SSBA shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold the SSBA liable for any action the SSBA takes to comply with applicable laws or regulations.
  
  
• NO WAIVER OF RIGHTS
  
  The SSBA'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. The SSBA's remedies are cumulative and are not exclusive of any remedies provided by law.
  
  
• 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 the SSBA, Member shall pay the SSBA 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.
  
  
• DISSOLUTION
  If the SSBA terminates or otherwise ceases to do business, all Member's in a negative SSBA Trade Dollar position will pay amounts they owe in cash (one SSBA 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 SSBA Trade Dollar position. The SSBA is not liable to any Member's for cash or SSBA Trade Dollars beyond the distribution of such funds.
  
  
• SECURITY INTEREST
  
  Member hereby grants the SSBA 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. The SSBA 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 the SSBA does receive all of its cash fees in full, the SSBA shall reinstate the Trade Dollars to the Member's account.
  
  
• WARRANTY OF INFORMATION
  
  Member warrants that it provides all information to the SSBA in good faith and that such information is accurate to the best of Member's knowledge.
  
  
• FAX & E-MAIL SIGNATURES
  
  The SSBA will, and Member agrees, that the SSBA may, accept a faxed or e-mailed signature as an original, legal signature.
  
  
• 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.
  
  
• NO WAIVER OF RIGHT
  
  The SSBA'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. The SSBA remedies are cumulative and are not exclusive of any remedies provided by law.
  
  
• INDEMNIFICATION
  
  MEMBER AGREES TO HOLD HARMLESS the SSBA, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF SSBA's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
  
  
• JUDGMENT SETTLEMENT
  
  In the event of a dispute between the SSBA  and Member resulting in a judgment entered on behalf of the Member against the SSBA, Member agrees that the SSBA shall have the right to satisfy said judgment in SSBA Trade Dollars.

• This agreement shall in all respects be construed under the laws of the State of Washington.
  
• Venue shall be Thurston County, Washington USA.