Friends and Benefits on-line MEMBERSHIP AGREEMENT

  1. CONTRACT AND MODIFICATION OF CONTRACT
      The following terms & conditions constitute the contract by and among Member and Friends and Benefits. Any use of Friends and Benefits to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Friends and Benefits. They apply to all Friends and Benefits Members' and to all transactions facilitated by Friends and Benefits. At its sole discretion, Friends and Benefits may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Friends and Benefits 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 Friends and Benefits 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. Friends and Benefits 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 Friends and Benefits or its designee and through the medium of Friends and Benefits Trade Dollars. Friends and Benefits functions as a clearinghouse for the transactions of the Network membership.
      • b. Friends and Benefits regulates the Network. Friends and Benefits acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Friends and Benefits 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 Friends and Benefits's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      • d. Friends and Benefits 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
      • Friends and Benefits 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 Friends and Benefits 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 Friends and Benefits 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 Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is Friends and Benefits responsible to pay any taxes on behalf of any Member. Transactions involving Friends and Benefits Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Friends and Benefits reports Friends and Benefits 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 Friends and Benefits harmless for any actions Friends and Benefits takes to comply with federal, state or provincial, and local laws.
     
  3. ADMINISTRATION OF THE EXCHANGE AND Friends and Benefits TRADE DOLLARS
    1. NATURE OF Friends and Benefits TRADE DOLLARS
      • Members' conduct transactions (purchases or sales of goods or services) using the Friends and Benefits 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 Friends and Benefits Trade Dollars.
      • A "Friends and Benefits 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 Friends and Benefits. Friends and Benefits Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Friends and Benefits Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Friends and Benefits nor Member shall consider Friends and Benefits Trade Trade Dollars as legal tender, securities, or commodities. Friends and Benefits disclaims any and all responsibility for the acceptance or negotiability of Friends and Benefits Trade Dollars or for the availability of goods or services from any source.
    2. LIABILITY FOR Friends and Benefits TRADE DOLLARS
      • Member acknowledges that Friends and Benefits 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 Friends and Benefits transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Friends and Benefits Trade Dollars to the Exchange and are not the liability of Friends and Benefits.
        • a. Member acknowledges and grants to Friends and Benefits the right and power to regulate and control the number of Friends and Benefits Dollars within the Network.
        • b. Member grants to Friends and Benefits the right and power to borrow from the Network.
        • c. Member is NOT authorized to sell Friends and Benefits Trade Dollars for cash.
     
  4. SUSPENSION OR TERMINATION
    1. If Member violates this Agreement or the currently effective Policies and Procedures, Friends and Benefits 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, Friends and Benefits 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 Friends and Benefits 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 Friends and Benefits Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Friends and Benefits any remaining negative balance in cash.
      • c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within thirty days of termination. Any trade dollars remaining after ninety days will become the property of Friends and Benefits.
     
  5. FEES
    1. Sign Up Fee:  $399.00
      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 NOTE: ALL Cash Fees are in USD  


    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 Friends and Benefits are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Friends and Benefits 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. MISCELLANEOUS
    1. LEGAL REQUIREMENTS
      • Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Friends and Benefits shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Friends and Benefits liable for any action Friends and Benefits takes to comply with applicable laws or regulations.
    2. NO WAIVER OF RIGHTS
      • Friends and Benefits 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. Friends and Benefits 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 Friends and Benefits, Member shall pay Friends and Benefits 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
      • If Friends and Benefits terminates or otherwise ceases to do business, all Members' in a negative Friends and Benefits Trade Dollar position will pay amounts they owe in cash (one Friends and Benefits 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 Friends and Benefits Trade Dollar position. Friends and Benefits is not liable to any Members' for cash or Friends and Benefits Trade Dollars beyond the distribution of such funds.
    5. SECURITY INTEREST
      • Member hereby grants Friends and Benefits 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. Friends and Benefits 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 Friends and Benefits does receive all of its cash fees in full, Friends and Benefits shall reinstate the Trade Dollars to the Members' account.
    6. WARRANTY OF INFORMATION
      • Member warrants that it provides all information to Friends and Benefits in good faith and that such information is accurate to the best of Members' knowledge.
    7. FAX & E-MAIL SIGNATURES
      • Friends and Benefits will, and Member agrees that Friends and Benefits may, accept a faxed or e-mailed signature as an original, legal signature.
    8. 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.
    9. NO WAIVER OF RIGHT
      • Friends and Benefits'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. Friends and Benefits's remedies are cumulative and are not exclusive of any remedies provided by law.
    10. INDEMNIFICATION
      • MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Friends and Benefits, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Friends and Benefits'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 Friends and Benefits and Member resulting in a judgment entered on behalf of the Member against Friends and Benefits, Member agrees that Friends and Benefits  shall have the right to satisfy said judgment in Friends and Benefits trade dollars.
     
  7. APPLICABLE LAW
    1. This agreement shall in all respects be construed under the laws of the State of MO.
    2. Venue shall be Saint Peters, MO 63376 United States.