Barter Hawaii Group, Inc. on-line MEMBERSHIP AGREEMENT

The following terms & conditions constitute the contract by and among Member and Barter Hawaii Group, Inc., a Corporation. Any use of Barter Hawaii Group, Inc, hereafter referred to as Barter Hawaii, to facilitate a transaction by a Network Member (hereinafter referred to as Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Barter Hawaii. They apply to all Barter Hawaii  Member's and to all transactions facilitated by Barter Hawaii. At its sole discretion, Barter Hawaii may amend this agreement by giving Member thirty (30) days written notice via e-mail. Barter Hawaii 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 Barter Hawaii 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. Barter Hawaii is 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 Barter Hawaii or its designee and through the medium of Barter Hawaii Trade Dollars. Barter Hawaii functions as a clearinghouse for the transactions of the Network membership.
   • B. Barter Hawaii regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members'.
   • C. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to Barter Hawaii services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
   • D. Barter Hawaii 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 of age.
   DISCLAIMER OF WARRANTY AND LIABILITY
   Barter Hawaii makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, prices or any term of any trade transaction. Member agrees to indemnify and hold Barter Hawaii 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 Barter Hawaii because of any computer or software malfunction or processing errors.
   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 Barter Hawaii responsible to pay any taxes on behalf of any Member. Transactions involving Barter Hawaii Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter Hawaii reports BCI 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 Barter Hawaii harmless for any actions Barter Hawaii takes to comply with federal, state or provincial, and local laws.

1. NATURE OF Barter Hawaii Trade Dollars
   • Member's conduct transactions (purchases or sales of goods or services) using the Barter Hawaii 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 of Barter Hawaii Trade Dollars.
   • Barter Hawaii 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 Barter Hawaii. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter Hawaii Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither Barter Hawaii nor Member shall consider Barter Hawaii Trade Dollars as legal tender, securities, or commodities. Barter Hawaii disclaims any and all responsibility for the acceptance or negotiability of Barter Hawaii Trade Dollars or for the availability of goods or services from any source.
2. LIABILITY FOR Barter HawaiiTrade Dollars
   • Member acknowledges that Barter Hawaii 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 Barter Hawaii transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe Barter Hawaii Barter Dollars to the Exchange and are not the liability of Barter Hawaii.
     • a. Member acknowledges and grants to Barter Hawaii the right and power to regulate and control the number of Barter Hawaii Trade Dollars within the Network.
     • b. Member grants to Barter Hawaii the right and power to borrow from the Network.
     • c. Member is NOT authorized to sell Barter Hawaii Trade Dollars for cash.

1. If Member violates this Agreement or the currently effective Policies and Procedures, Barter Hawaii may at it's discretion 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, Barter Hawaii 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 Barter Hawaii Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.
   • B. Any Member with a negative account balance (where purchases exceed sales) must balance their account with Barter Hawaii Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to Barter Hawaii 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 Barter Hawaii.

1. There are no sign-up fees or hidden costs. 
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 Barter Hawaii are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Barter Hawaii will not be obligated to refund any fees it has received.
4. Transaction fees payable are due at time of purchase and 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 more.
    
5. Members' who join Barter Hawaii and use the Barter Hawaii software will be charged the following.
   • There is no sign-up fee.
   • Ongoing services fees are 4.95% of members transactions whenever they buy or sell thru Barter Hawaii, payable in cash.
   • Ongoing services fees are a minimum of $10.00 USD per month, payable in cash and Trade Dollars.
   • We do NOT offer to keep geographic areas exclusive.
6. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.

1. LEGAL REQUIREMENTS
   Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. Barter Hawaii shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Barter Hawaii liable for any action Barter Hawaii takes to comply with applicable laws or regulations.
2. NO WAIVER OF RIGHTS
   Barter Hawaii 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. Barter Hawaii 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 separate 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 Barter Hawaii, Member shall pay Barter Hawaii 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 Barter Hawaii terminates or otherwise ceases to do business, all Member's in a negative Barter Hawaii Trade Dollar position will pay amounts they owe in cash (one Barter Hawaii Trade 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 Barter Hawaii Trade Dollar position. Barter Hawaii is not liable to any Member's for cash or Barter Hawaii Trade Dollars beyond the distribution of such funds.
5. SECURITY INTEREST
   Member hereby grants Barter Hawaii 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 due and payable in full. Barter Hawaii 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 Barter Hawaii does receive all of its cash fees in full, Barter Hawaii shall reinstate the Trade Dollars to the Member's account.
6. WARRANTY OF INFORMATION
   Member warrants that it provides all information to Barter Hawaii in good faith and that such information is accurate to the best of Member's knowledge.
7. FAX & E-MAIL SIGNATURES
   Barter Hawaii will, and Member agrees, that Barter Hawaii 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
   Barter Hawaii'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. Barter Hawaii remedies are cumulative and are not exclusive of any remedies provided by law.
10. INDEMNIFICATION
    MEMBER AGREES TO HOLD HARMLESS Barter Hawaii, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF ITS TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
11. JUDGMENT SETTLEMENT
    In the event of a dispute between Barter Hawaii  and Member resulting in a judgment entered on behalf of the Member against Barter Hawaii, Member agrees that Barter Hawaii shall have the right to satisfy said judgment in Barter Hawaii Trade Dollars.

1. This agreement shall in all respects be construed under the laws of the State of HI.
2. Venue shall be Hawaii County, Hawaii USA.