TransMedia Trading Company on-line Client Agreement

 

   1. CONTRACT AND MODIFICATION OF CONTRACT

            The following terms & conditions constitute the contract by and among Client and TransMedia Trading Company. Any use of TransMedia Trading Company to facilitate a transaction by a Network Client/Member (hereinafter Client) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by TransMedia Trading Company. They apply to all TransMedia Trading Company Clients' and to all transactions facilitated by TransMedia Trading Company. At its sole discretion, TransMedia Trading Company may amend this Agreement by giving Client thirty (30) days written notice via e-mail. TransMedia Trading Company may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Client, which makes use of TransMedia Trading Company after these time frames constitutes acceptance by Client of such change(s) and the agreement of Client to abide by the same.     

   2. PARTICIPATION in Corporate Trade & Barter Services

         1. NATURE OF THE PARTIES

                * a. TransMedia Trading Company 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 TransMedia Trading Company or its designee and through the medium of TransMedia Trading Company Trade Dollars in the United States. TransMedia Trading Company functions as a clearinghouse for the transactions of the Client Network.

* b. TransMedia Trading Company regulates the Client Network. TransMedia Trading Company acts as a third party record-keeper and administers the clearinghouse function of the Network for the Clients'. TransMedia Trading Company may contract with others to provide all or part of such services.

* c. Client is a bona fide and legal business that desires to do business with other clients of the Network and hereby subscribes to TransMedia Trading Company's services. Client warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

* d. TransMedia Trading Company reserves the right of final approval of this agreement and may refuse to accept anyone as a Client 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

                  TransMedia Trading Company 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. Client agrees to indemnify and hold TransMedia Trading Company harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is a Buyer or Seller. Client acknowledges that any transaction facilitated by the Network, in which Client participates is entered into by Client on a voluntary basis. Client agrees to waive any claim, debt, or liability whatsoever against TransMedia Trading Company arising out of any computer or software malfunction or processing errors.

         3. TAXES

                  Seller shall be solely responsible to collect and remit to the appropriate taxing/excise Authorities the applicable taxes and shall collect and record these as required by law . Under no circumstances is TransMedia Trading Company responsible to pay any taxes on behalf of any Client. Transactions involving TransMedia Trading Company Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and TransMedia Trading Company reports TransMedia Trading Company Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Client. Client agrees to indemnify and hold TransMedia Trading Company harmless for any actions TransMedia Trading Company takes to comply with federal, state or provincial, and local laws.  

   3. ADMINISTRATION OF THE CORPORATE TRADE & BARTER NETWORK AND TransMedia Trading Company TRADE DOLLARS

         1. NATURE OF TransMedia Trading Company TRADE DOLLARS

                * Clients' conduct transactions (purchases or sales of goods or services) using the TransMedia Trading Company accounting system. Payments are made by posting debits and credits to the buying and selling Clients' respective accounts, pursuant to these Rules and in the form of TransMedia Trading Company Trade Dollars.

                * A "TransMedia Trading Company trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between account holders, backed only by the goods and services available within the Network, and regulated by TransMedia Trading Company. TransMedia Trading Company Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by TransMedia Trading Company Clients's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither TransMedia Trading Company nor Client shall consider TransMedia Trading Company Trade Dollars as legal tender, securities, or commodities. TransMedia Trading Company disclaims any and all responsibility for the acceptance or negotiability of TransMedia Trading Company Trade Dollars or for the availability of goods or services from any source.

         2. LIABILITY FOR TransMedia Trading Company :: Trade Dollars

                * Member acknowledges that TransMedia Trading Company 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 TransMedia Trading Company transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Clients who owe TransMedia Trading Company Trade Dollars to the Exchange and are not the liability of TransMedia Trading Company.

                      o a. Client acknowledges and grants to TransMedia Trading Company the right and power to regulate and control the number of TransMedia Trading Company Dollars within the Network.

                      o b. Client grants to TransMedia Trading Company the right and power to borrow from the Network.

                      o c. Client is NOT authorized to sell TransMedia Trading Company Trade Dollars for cash.

      

   4. SUSPENSION OR TERMINATION

         1. If Client violates this Agreement or the currently effective Policies and Procedures, TransMedia Trading Company may immediately terminate Clients' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, TransMedia Trading Company may reinstate Client or unfreeze Clients' account.

         2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:

                * a. All cash and TransMedia Trading Company Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.

                * b. Any Client with a negative account balance (where purchases exceed sales) must balance their account with TransMedia Trading Company Trade Dollars within thirty days of termination date. After said thirty day period, Client must immediately pay TransMedia Trading Company any remaining negative balance in cash.

                * c. Any Client 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 TransMedia Trading Company.

   5. STANDARD FEES

         1.

            Buy Trade Fees:              Cash Fees:  Trade Fees:

            Percent Fee:              5.00%                         0.00%

            Sell Trade Fees:              Cash Fees:  Trade Fees:

            Percent Fee:              5.00%                         0.00%

                       

            Fee Option:              Standard Fees

         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  Pre-pay Your account and we will deduct the fees from Your available balance, or have an EFT set up.

         3. Fees paid to TransMedia Trading Company are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Clients' obligations to each other is disputed, TransMedia Trading Company 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 Client agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade Dollars, if any.

   

   6. MISCELLANEOUS

         1. LEGAL REQUIREMENTS

                  Client shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Network transactions. TransMedia Trading Company shall not be responsible for any failures on the part of Client to comply with such laws and regulations. Client agrees not to hold TransMedia Trading Company liable for any action TransMedia Trading Company takes to comply with applicable laws or regulations.

         2. NO WAIVER OF RIGHTS

                  TransMedia Trading Company 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. TransMedia Trading Company remedies are cumulative and are not exclusive of any remedies provided by law.

         3. SEVERABILITY; ATTORNEY'S FEES

                  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 TransMedia Trading Company, Client shall pay TransMedia Trading Company reasonable attorney's fees, costs, travel fees if travel is deemed necessary, 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

                  If TransMedia Trading Company terminates or otherwise ceases to do business, all Clients' in a negative TransMedia Trading Company Trade Dollar/Euro/Reail position will pay amounts they owe in cash (one TransMedia Trading Company Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Clients' who are in a positive TransMedia Trading Company Trade Account position. TransMedia Trading Company is not liable to any Clients' for cash or TransMedia Trading Company Trade Dollars beyond the distribution of such funds.

         5. SECURITY INTEREST

                  Client hereby grants TransMedia Trading Company a security interest in all Trade Dollars in Clients' account for the amount of all unpaid cash fees. If Client becomes insolvent or bankrupt all cash fees shall be due and payable in full. TransMedia Trading Company shall have the option in lieu of filing as a creditor of treating the Trade Dollar/Euro/Real balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if TransMedia Trading Company does receive all of its cash fees in full, TransMedia Trading Company shall reinstate the Trade Dollars to the Clients' account.

         6. WARRANTY OF INFORMATION

                  Client warrants that it provides all information to TransMedia Trading Company in good faith and that such information is accurate to the best of Clients' knowledge.

         7. FAX & E-MAIL SIGNATURES

                  TransMedia Trading Company will, and Client, agree that TransMedia Trading Company may, accept a faxed or e-mailed signature as an original, legal signature.

         8. ENTIRE AGREEMENT

                  Client 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 Client Application, this Agreement and the Policies & Procedures.

         9. NO WAIVER OF RIGHT

                  TransMedia Trading Company'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. TransMedia Trading Company's remedies are cumulative and are not exclusive of any remedies provided by law.

        10. INDEMNIFICATION

                  CLIENT AGREES TO HOLD HARMLESS AND INDEMNIFY TransMedia Trading Company, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES, BROKERS, ACCOUNT REPRESENTATIVES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM CLIENTS' PARTICIPATION IN ANY OF TransMedia Trading Company's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.

        11. JUDGMENT SETTLEMENT

                  In the event of a dispute between TransMedia Trading Company and Client  resulting in a judgment entered on behalf of the Client against TransMedia Trading Company, Client agrees that TransMedia Trading Company  shall have the right to satisfy said judgment in TransMedia Trading Company Trade Dollars.

      

   7. APPLICABLE LAW

         1. This agreement shall in all respects be construed under the laws of the State of Vermont.

         2. Venue shall be Brattleboro, Vermont 05301-6530 United States.