• Local Trade Group, LLC Membership Agreement •
A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms and conditions constitute the contract between Member and Local Trade Group, LLC. Any use of Local Trade Group, LLC hereafter referred to as (“LTG”) to facilitate a transaction by an LTG 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 LTG. They apply to all LTG Members and to all transactions facilitated by LTG. At its sole discretion, LTG may amend this agreement by giving Member thirty (30) days written notice, with e-mail being acceptable. LTG 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 LTG 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. LTG is an association of businesses and professionals, primarily in the Augusta GA and CSRA area, who have joined together to do business among themselves through the organized system.
b. LTG 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 LTG services. Member warrants that Member is in compliance with all State, Federal, industry and professional laws and regulations.
d. LTG 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 LTG structure.
2. DISCLAIMER OF WARRANTY AND LIABILITY
LTG 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 LTG 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 LTG 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 LTG responsible to pay any taxes on behalf of any Member. Transactions involving LTG Trade Dollars (“Trade Dollars”) are generally treated as taxable events for federal, state or provincial, and local tax purposes and LTG reports LTG 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 LTG harmless for any actions LTG 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 LTG 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 LTG. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by LTG Members. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither LTG nor Member shall consider Trade Dollars as legal tender, securities, or commodities. LTG 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 LTG 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 LTG.
D. SUSPENSION OR TERMINATION
1. VIOLATION OF AGREEMENT: If Member violates this Agreement or the currently effective Policies and Procedures, LTG 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, LTG 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 LTG 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 LTG. 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 LTG, if any, will be due immediately.
Initiation, Maintenance & Transactions Fees are described in detail on the LTG Fees Page.
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 5th 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 $15.00 per month, or 1.50% of the unpaid balance, whichever is greater.
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 LTG 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 LTG’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 LTG reasonable attorney's fees and costs, plus interest, from the date of default.
4. SECURITY INTEREST
Member hereby grants LTG 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. LTG 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 LTG does receive all of its cash fees in full, and the Trade Balance remains positive, LTG 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 LTG 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 Augusta, GA and the CSRA while a member of LTG. Nor may Members solicit other members of LTG for the purpose of participating in a competing barter/trade network while a member of LTG and for a period of one year after their membership in LTG 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 LTG’s current Policies and Procedures.
8. NO WAIVER OF RIGHT
LTG’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. LTG remedies are cumulative and are not exclusive of any remedies provided by law.
MEMBER AGREES TO HOLD HARMLESS LTG, ITS OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF LTG'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 LTG and Member resulting in a judgment entered on behalf of the Member against LTG, Member agrees LTG 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 Georgia.
2. Venue shall be Columbia County, GA.
NEW MEMBER'S SIGNATURE
Guarantor’s Full Name:________________________________
City, State, Zip:______________________________________