• The Light ExchangeMembership Agreement •
A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms and conditions constitute the contract between Member and The Light Exchange. Any use of The Light Exchange to facilitate a transaction by a Member or with a member of another trade group associated with The Trade Alliance hereinafter referred to as (“Member”) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by The Light Exchange. They apply to all The Light Exchange Members and to all transactions facilitated by The Light Exchange. At its sole discretion, The Light Exchange may amend this agreement by giving Member thirty (30) days written notice, with e-mail being acceptable. The Light Exchange may amend the Policies and Procedures with seven (7) days written notice, with e-mail being acceptable. Any purchase or sale by Member, which makes use of The Light Exchange 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 Light Exchange is an association of businesses and professionals, primarily in the Provo, Utah, who have joined together to do business among themselves through the organized system.
b. The Light Exchange regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members, through our software provider, The Trade Alliance.
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 Light Exchange services. Member warrants that Member is in compliance with all State, Federal, industry and professional laws and regulations.
d. The Light Exchange may decline to accept any business as a Member for any reason.
e. Member agrees not to engage in trade or barter with other Members outside of the The Light Exchange structure.
2. DISCLAIMER OF WARRANTY AND LIABILITY
The Light Exchange prides itself in quality members, however we make no representation or warranty, and disclaim all liability, as to the quality, delivery date, prices or any terms of any trade transaction. Member agrees to indemnify and hold The Light Exchange 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 Light Exchange because of any computer or software malfunction or processing errors.
Seller shall be solely responsible to collect and remit the applicable taxes to the appropriate taxing authorities, and shall collect and record these as required by law. Under no circumstances is The Light Exchange responsible to pay any taxes on behalf of any Member. Transactions involving The Light Exchange Trade Dollars (“Trade Dollars”) are generally treated as taxable events for federal, state or provincial, and local tax purposes and The Light Exchange reports The Light Exchange 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 Light Exchange harmless for any actions The Light Exchange takes to comply with federal, state or provincial, and local laws.
1. NATURE OF TRADE DOLLARS
a. Members conduct transactions (purchases or sales of goods or services) using the The Light Exchange 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 Trade Dollars.
b. 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 Light Exchange. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by The Light Exchange 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 Light Exchange nor Member shall consider Trade Dollars as legal tender, securities, or commodities. The Light Exchange disclaims any and all responsibility for the acceptance or negotiability of Trade Dollars or for the availability of goods or services from any source
2. LIABILITY OF LTG TRADE DOLLARS
a. Member acknowledges that 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 Light Exchange transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members who owe Trade Dollars to the Exchange and are not the liability of The Light Exchange.
D. SUSPENSION OR TERMINATION
1. VIOLATION OF AGREEMENT: If Member violates this Agreement or the currently effective Policies and Procedures, The Light Exchange 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 Light Exchange may reinstate Member or unfreeze Member’s account.
a. If suspended or terminated, all cash and Trade Dollar service fees outstanding become due and payable.
b. Any Member with a negative account balance must balance their account with Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay The Light Exchange any remaining negative balance in US Currency.
c. Any Member with a positive Trade Balance may spend their balance within ninety days of termination. Any trade dollars remaining after ninety days will become the property of The Light Exchange. Transaction fees will apply and will be owed.
2. CANCELLATION BY MEMBER IN GOOD STANDING: If Member in good standing chooses to Cancel their membership with a positive Trade Balance, Member may choose to no longer trade/sell and may continue to trade/buy until their balance is zero. Member will be required to pay the then-current monthly fee.
Alternatively, member may choose to stop paying their monthly fee at any time, and forfeit the remainder of their Trade Balance. Outstanding amounts owed to The Light Exchange, if any, will be due immediately.
On transactions that are part trade and part US Currency, Seller is responsible for their Transaction Fee percentage of the whole transaction amount, not simply the trade amount. And the Buyer is responsible for their Transaction Fee percentage for only the trade dollar portion of the trade.
Transaction fees are due by the 10th of the month for the previous month’s activities. Transaction fees are paid with the Member’s credit or debit card kept on file. Fees due for more than 30 days will be assessed a late fee of $10.00 per month, or 1.50% of the unpaid balance, whichever is greater.
Monthly administrative fees shall be assessed in $10 cash and $10 barter trade unless otherwise agreed upon with Member and The Light Exchange. Should The Light Exchange change an annual fee it will be considered in lieu of the monthly administrative fees.
F. ADDITIONAL LEGAL TERMS
1. APPLICABLE LAWS: Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions.
2. FAX & EMAIL SIGNATURE: LTG and Member agrees that The Light Exchange may accept a faxed or e-mailed signature as an original legal signature
3. SEVERABILITY AND ATTORNEY'S FEES
Every term contained in this agreement is separate from every other term herein. If any term (including The Light Exchange’s policies and procedures) should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement. If legal action must be taken by LTG due to default by Member, and Member is found guilty, Member shall pay The Light Exchange reasonable attorney's fees and costs, plus interest, from the date of default.
4. SECURITY INTEREST
Member hereby grants The Light Exchange 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 immediately due and payable in full. The Light Exchange 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. If The Light Exchange does receive all of its cash fees in full, and the Trade Balance remains positive, The Light Exchange shall reinstate the Trade Dollars to the Member's account.
5. MEMBER'S WARRANTY OF INFORMATION
Member warrants that it has provided all information to The Light Exchange in good faith and that such information is accurate to the best of Member's knowledge.
6. NO COMPETITION CLAUSE
No member or employee may open a competing barter trade network or work for another barter company within Provo, Utah, nor may Members solicit other members of The Light Exchange for the purpose of participating in a competing barter/trade network while a member of the exchange for a period of one year after their membership in The Light Exchange is terminated.
7. 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 Membership Agreement and The Light Exchange’s current Policies and Procedures.
8. NO WAIVER OF RIGHT
The Light Exchange’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 Light Exchange remedies are cumulative and are not exclusive of any remedies provided by law.
MEMBER AGREES TO HOLD HARMLESS The Light Exchange, ITS OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF The Light Exchange's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
10. JUDGMENT SETTLEMENT
In the event of a dispute between The Light Exchange and Member resulting in a judgment entered on behalf of the Member against The Light Exchange, Member agrees The Light Exchange shall have the right to satisfy said judgment in Trade Dollars.
G. APPLICABLE LAW
1. This agreement shall in all respects be governed under the laws of the State of Utah.
2. Venue shall be Provo, Utah