Barter Media Solutions on-line MEMBERSHIP AGREEMENT

  1. CONTRACT AND MODIFICATION OF CONTRACT
      The following terms & conditions constitute the contract by and among Member and Barter Media Solutions. Any use of Barter Media Solutions to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Barter Media Solutions. They apply to all Barter Media Solutions Members' and to all transactions facilitated by Barter Media Solutions. At its sole discretion, Barter Media Solutions may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Barter Media Solutions 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 Barter Media Solutions after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
     
  2. PARTICIPATION IN THE EXCHANGE
    1. NATURE OF THE PARTIES
      • a. Barter Media Solutions operates 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 Barter Media Solutions or its designee and through the medium of Barter Media Solutions Trade Dollars. Barter Media Solutions functions as a clearinghouse for the transactions of the Network membership.
      • b. Barter Media Solutions regulates the Network. Barter Media Solutions acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Barter Media Solutions may contract with others to provide all or part of such services.
      • c. Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to Barter Media Solutions's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      • d. Barter Media Solutions 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 old.
    2. DISCLAIMER OF WARRANTY AND LIABILITY
        3. Barter Media Solutions 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 trade transaction. Member agrees to indemnify and hold Barter Media Solutions 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 Barter Media Solutions arising out of any computer or software malfunction or processing errors.
    3. TAXES
        4. 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 Barter Media Solutions responsible to pay any taxes on behalf of any Member. Transactions involving Barter Media Solutions Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter Media Solutions reports Barter Media Solutions 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 Barter Media Solutions harmless for any actions Barter Media Solutions takes to comply with federal, state or provincial, and local laws.
     
  3. ADMINISTRATION OF THE EXCHANGE AND Barter Media Solutions TRADE DOLLARS
    1. NATURE OF Barter Media Solutions TRADE DOLLARS
      • Members' conduct transactions (purchases or sales of goods or services) using the Barter Media Solutions accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of Barter Media Solutions Trade Dollars.
      • A "Barter Media Solutions trade dollar" is 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 Barter Media Solutions. Barter Media Solutions Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter Media Solutions Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Barter Media Solutions nor Member shall consider Barter Media Solutions Trade Trade Dollars as legal tender, securities, or commodities. Barter Media Solutions disclaims any and all responsibility for the acceptance or negotiability of Barter Media Solutions Trade Dollars or for the availability of goods or services from any source.
    2. LIABILITY FOR Barter Media Solutions TRADE DOLLARS
      • Member acknowledges that Barter Media Solutions 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 Barter Media Solutions transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Barter Media Solutions Trade Dollars to the Exchange and are not the liability of Barter Media Solutions.
        • a. Member acknowledges and grants to Barter Media Solutions the right and power to regulate and control the number of Barter Media Solutions Dollars within the Network.
        • b. Member grants to Barter Media Solutions the right and power to borrow from the Network.
        • c. Member is NOT authorized to sell Barter Media Solutions Trade Dollars for cash.
     
  4. SUSPENSION OR TERMINATION
    1. If Member violates this Agreement or the currently effective Policies and Procedures, Barter Media Solutions may 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, Barter Media Solutions may reinstate Member or unfreeze Members' account.
    2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
      • a. All cash and Barter Media Solutions Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.
      • b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with Barter Media Solutions Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Barter Media Solutions 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 Barter Media Solutions.
     
  5. FEES
    1. Monthly Fees:  Cash Fees:  Trade Fees: 
      Monthly Dues: $25.00 $0.00
      Negative Balance Interest 1.00% 0.00%
      Buy Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  15.00% 0.00%
      Fee Option: Barter Media Solutions (BMS) Stimulus Plan Membership special: NOTE: ALL Cash Fees are in USD  

      Barter Media Solutions (BMS) Stimulus Plan Membership special:
       

      • $0.00 Initiation Fee (Normally $1,000 --a savings of $1,000!)

      • All businesses approved for membership will automatically receive a minimum initial revolving credit line to purchase advertising with of $25,000 up to $2 million dollars or more depending on the type of business you have.  If you need additional credit  - after your BMS advertising trade account is opened - your company may apply to increase your revolving line of credit
      • $0.00 Annual Fee (Annual Fee of $100 is WAIVED FOR LIFE)  
      • Monthly Dues only $25 per month 
      • Members simply pay a 15% Ad Placement cash transaction fee on all media purchases
      • Members pay NO FEES (0%) on the sales of their products and services

    2. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. If You prefer to pay by check You can Pre-pay Your account and we will deduct the fees from Your available balance.
    3. Fees paid to Barter Media Solutions are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Barter Media Solutions will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
    4. Transaction fees payable are due at time of purchase and fees due for more than 45 days will be assessed a late fee of $10.00 per month, or 1.50% of the unpaid balance, whichever is more.
    5. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade dollars, if any.
     
  6. Barter Media Solutions BMS sales guarantee - Members providing goods & services in a timely fashion
      Barter Media Solutions ("BMS") Guarantees that Member will make new sales through BMS at least equal to the amount Member spends on advertising through BMS  

      Details of the guarantee are as follows:

       


      Barter Media Solutions ("BMS") makes this iron-clad guarantee to Member if Member chooses to make advertising purchases in advance using their BMS revolving  barter credit line

       

      If after 12 months from the date of Member's advertising purchase using Member's BMS revolving barter credit line Member's BMS account is in good standing and Member has not made enough sales through the BMS trade system to equal the amount Member spent on Member's ad purchase using said credit line -- then-- at the end of 12 months from the date of Member's ad purchase BMS will buy goods and services directly from Member to make up any difference.  Example – Member buys a $25,000 magazine ad through BMS in September  2009  – over the next 12 months from the date of purchasing the ad Member only makes $5,000 in sales through the BMS trade system - after the end of 12 months from the date of the ad was purchased in Sept 2010 BMS will buy $20,000 in products and/or services from Member. This guarantee applies to any amount of advertising Member purchases through BMS  - example: Member buys $25,000 of ads through BMS....BMS guarantees Member will make $25,000 in new sales through BMS - Member buys $100,000 in ads through BMS - BMS guarantees Member will make $100,000 in new sales through BMS - Member buys a million dollars in ads through BMS and BMS guarantees Member will make a million dollars in new sales through BMS. The guarantee not only applies to Member's initial ad purchase but Member's subsequent ad purchases as well.
       
      BMS only asks Member in return to agree to keep their BMS trade account open and in good standing and that Member continue their BMS trade membership for at least an additional 12 months after the date BMS makes the purchase to fulfill its sales guarantee to Member.

      Membership also includes the promotion of  Member to other BMS trade members and BMS' thousands of reciprocal trading partners and affiliates - both locally and nationally and also internationally. BMS actively promotes Member in an effort to increase Member's sales and increase Member's advertising purchasing power through BMS' trade system.

      Upon being approved for membership - Member's BMS advertising trade account will be opened and Member will be granted an initial revolving barter credit line of at least $25,000 up to $2 million dollars or more and Member can begin a can begin purchasing the advertising Member needs right away  If  Member needs additional credit  - after Member's BMS advertising trade account is opened - Member may apply to increase Member's revolving line of credit.



      Member further agrees that when Member makes a sale of their goods and services to Barter Media Solutions ("BMS") and/or Barter Media Solutions members or affiliates Member must supply the promised goods and/or services that Member sold in a timely fashion.   

       

      Member further agrees that if Barter Media Solutions purchases goods and services (or gift cards/gift certificates redeemable at members business) directly from member in order to fulfill BMS's guaranteed sales program to member as specified in SECTION E (FEES) above – if Member does not deliver the goods and/or services as promised on said guaranteed sale transaction and/or refuses to honor and/or redeem said gift cards, gift certificates or is unable to fulfill their obligation in whole or in part  to provide the promised goods and services then Barter Media Solutions shall retain the right to reverse the sales guaranteed sales transaction in question and collect in cash from Member the unpaid negative balance resulting from the reversal plus any interest that would have accrued on unpaid balance from the date of the original purchase and additionally Members' account shall be considered in default . 

       

       

     
  7. MISCELLANEOUS
    1. LEGAL REQUIREMENTS
        2. Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Barter Media Solutions shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Barter Media Solutions liable for any action Barter Media Solutions takes to comply with applicable laws or regulations.
    2. NO WAIVER OF RIGHTS
        3. Barter Media Solutions 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. Barter Media Solutions remedies are cumulative and are not exclusive of any remedies provided by law.
    3. SEVERABILITY; ATTORNEY'S FEES
        4. Every item contained in this agreement is severable 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 Barter Media Solutions, Member shall pay Barter Media Solutions 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
        5. If Barter Media Solutions terminates or otherwise ceases to do business, all Members' in a negative Barter Media Solutions Trade Dollar position will pay amounts they owe in cash (one Barter Media Solutions 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 Barter Media Solutions Trade Dollar position. Barter Media Solutions is not liable to any Members' for cash or Barter Media Solutions Trade Dollars beyond the distribution of such funds.
    5. SECURITY INTEREST
        6. Member hereby grants Barter Media Solutions a security interest in all Trade Dollars in Members' 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. Barter Media Solutions 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 Barter Media Solutions does receive all of its cash fees in full, Barter Media Solutions shall reinstate the Trade Dollars to the Members' account.
    6. WARRANTY OF INFORMATION
        7. Member warrants that it provides all information to Barter Media Solutions in good faith and that such information is accurate to the best of Members' knowledge.
    7. FAX & E-MAIL SIGNATURES
        8. Barter Media Solutions will, and Member agrees that Barter Media Solutions may, accept a faxed or e-mailed signature as an original, legal signature.
    8. ENTIRE AGREEMENT
        9. 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
        10. Barter Media Solutions'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. Barter Media Solutions's remedies are cumulative and are not exclusive of any remedies provided by law.
    10. INDEMNIFICATION
        11. MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Barter Media Solutions, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Barter Media Solutions's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
    11. JUDGMENT SETTLEMENT
        12. In the event of a dispute between Barter Media Solutions and Member resulting in a judgment entered on behalf of the Member against Barter Media Solutions, Member agrees that Barter Media Solutions  shall have the right to satisfy said judgment in Barter Media Solutions trade dollars.
     
  8. APPLICABLE LAW
    1. This agreement shall in all respects be construed under the laws of the State of NV.
    2. Venue shall be Las Vegas, NV 89107 United States.