Trade Ya inc. on-line MEMBERSHIP AGREEMENT

 
A. CONTRACT AND MODIFICATION OF CONTRACT
    The following terms & conditions constitute the contract by and among Member and Trade Ya inc.. Any use of Trade Ya inc. to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Trade Ya inc.. They apply to all Trade Ya inc. Members' and to all transactions facilitated by Trade Ya inc.. At its sole discretion, Trade Ya inc. may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Trade Ya inc. 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 Trade Ya inc. after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
 
B. PARTICIPATION IN THE EXCHANGE
  1. NATURE OF THE PARTIES
    • a. Trade Ya inc. 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 Trade Ya inc. or its designee and through the medium of Trade Ya inc. Trade Dollars. Trade Ya inc. functions as a clearinghouse for the transactions of the Network membership.
    • b. Trade Ya inc. regulates the Network. Trade Ya inc. acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Trade Ya inc. 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 Trade Ya inc.'s services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
    • d. Trade Ya inc. 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. Trade Ya inc. 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 Trade Ya inc. 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 Trade Ya inc. 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 Trade Ya inc. responsible to pay any taxes on behalf of any Member. Transactions involving Trade Ya inc. Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Trade Ya inc. reports Trade Ya inc. 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 Trade Ya inc. harmless for any actions Trade Ya inc. takes to comply with federal, state or provincial, and local laws.
 
C. ADMINISTRATION OF THE EXCHANGE AND Trade Ya inc. TRADE DOLLARS
  1. NATURE OF Trade Ya inc. TRADE DOLLARS
    • Members' conduct transactions (purchases or sales of goods or services) using the Trade Ya inc. 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 Trade Ya inc. Trade Dollars.
    • A "Trade Ya inc. 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 Trade Ya inc.. Trade Ya inc. Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Trade Ya inc. Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Trade Ya inc. nor Member shall consider Trade Ya inc. Trade Trade Dollars as legal tender, securities, or commodities. Trade Ya inc. disclaims any and all responsibility for the acceptance or negotiability of Trade Ya inc. Trade Dollars or for the availability of goods or services from any source.
  2. LIABILITY FOR Trade Ya inc. TRADE DOLLARS
    • Member acknowledges that Trade Ya inc. 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 Trade Ya inc. transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Trade Ya inc. Trade Dollars to the Exchange and are not the liability of Trade Ya inc..
      • a. Member acknowledges and grants to Trade Ya inc. the right and power to regulate and control the number of Trade Ya inc. Dollars within the Network.
      • b. Member grants to Trade Ya inc. the right and power to borrow from the Network.
      • c. Member is NOT authorized to sell Trade Ya inc. Trade Dollars for cash.
 
D. SUSPENSION OR TERMINATION
  1. If Member violates this Agreement or the currently effective Policies and Procedures, Trade Ya inc. 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, Trade Ya inc. 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 Trade Ya inc. 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 Trade Ya inc. Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Trade Ya inc. 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 Trade Ya inc..
 
E. FEES
  1. Buy Trade Fees:  Cash Fees:  Trade Fees: 
    Percent Fee:  6.00% 0.00%
    Sell Trade Fees:  Cash Fees:  Trade Fees: 
    Percent Fee:  6.00% 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 can Pre-pay Your account and we will deduct the fees from Your available balance.
  3. Fees paid to Trade Ya inc. are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Trade Ya inc. 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.
 
N.S.F. checks

Any check written to Trade Ya, Inc. that is returned for any reason, your account will be frozen until all cash fees are paid in full. Member's account will be subject to a fee of $25.00 cash.  This fee is in addition to the original check amount  and are to be paid in full in cash or money order.  If fees are not paid by the end of the month that the check was returned or denied, an additional $10.00 fee will be charged.  This fee will continue to be charged for each month that fees are not paid in full.  In the event that only partial fees are paid, the monthly fee of $10.00 will continue to accrue for each month that balance remains unpaid;  account will also remain frozen until such fees/balance are paid in full.  Any member who issues a check to Trade Ya, Inc. that is returned or denied will no longer be allowed to write checks to Trade Ya, Inc.  In the event that an attorney or collection agency is deemed necessary by Trade Ya, Inc., to collect unpaid fees, the member is also responsible for reasonable attorney and/or collection agency fees accrued with such event.

 
F. MISCELLANEOUS
  1. LEGAL REQUIREMENTS
      2. Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Trade Ya inc. shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Trade Ya inc. liable for any action Trade Ya inc. takes to comply with applicable laws or regulations.
  2. NO WAIVER OF RIGHTS
      3. Trade Ya inc. 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. Trade Ya inc. 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 Trade Ya inc., Member shall pay Trade Ya inc. 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 Trade Ya inc. terminates or otherwise ceases to do business, all Members' in a negative Trade Ya inc. Trade Dollar position will pay amounts they owe in cash (one Trade Ya inc. 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 Trade Ya inc. Trade Dollar position. Trade Ya inc. is not liable to any Members' for cash or Trade Ya inc. Trade Dollars beyond the distribution of such funds.
  5. SECURITY INTEREST
      6. Member hereby grants Trade Ya inc. 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. Trade Ya inc. 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 Trade Ya inc. does receive all of its cash fees in full, Trade Ya inc. shall reinstate the Trade Dollars to the Members' account.
  6. WARRANTY OF INFORMATION
      7. Member warrants that it provides all information to Trade Ya inc. in good faith and that such information is accurate to the best of Members' knowledge.
  7. FAX & E-MAIL SIGNATURES
      8. Trade Ya inc. will, and Member agrees that Trade Ya inc. 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. Trade Ya inc.'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. Trade Ya inc.'s remedies are cumulative and are not exclusive of any remedies provided by law.
  10. INDEMNIFICATION
      11. MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Trade Ya inc., IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Trade Ya inc.'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 Trade Ya inc. and Member resulting in a judgment entered on behalf of the Member against Trade Ya inc., Member agrees that Trade Ya inc.  shall have the right to satisfy said judgment in Trade Ya inc. trade dollars.
 
G. APPLICABLE LAW
  1. This agreement shall in all respects be construed under the laws of the State of WA.
  2. Venue shall be Vancouver, WA 98684-5054 United States.