This Legal Information applies to any and all software or technology provided by VirtualBarter / Contracard. This page may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
INFORMATION ON THIS WEB SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Information on this Web site may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. VirtualBarter / Contracard may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.
VirtualBarter / Contrabart does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to VirtualBarter / Contracard will be deemed NOT to be confidential. By sending VirtualBarter / Contracard any information or material, you grant VirtualBarter / Contracard an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that VirtualBarter / Contracard is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You can learn more about VirtualBarter's copyright rights by contacting VirtualBarter at firstname.lastname@example.org.
Information VirtualBarter / Contracard publishes on the World Wide Web may contain references or cross references to VirtualBarter / Contracard products, programs and services that are not announced or available in your country. Such references do not imply that VirtualBarter / Contracard intends to announce such products, programs or services in your country. Consult your local VirtualBarter / Contracard business contact for information regarding the products, programs and services which may be available to you.
VirtualBarter / Contracard makes no representations whatsoever about any other Web site which you may access through this one. When you access a non- VirtualBarter / Contracard Web site, please understand that it is independent from VirtualBarter / Contracard, and that VirtualBarter / Contrabart has no control over the content on that Web site. In addition, a link to a non- VirtualBarter / Contracard Web site does not mean that VirtualBarter / Contrabart endorses or accepts any responsibility for the content, or the use, of such Web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
IN NO EVENT WILL VIRTUAL BARTER / CONTRACARD BE LIABLE TO ANY PARTY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ON ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISCLAIMER OF WARRANTY AND LIABILITY:
VIRTUALBARTER AND CONTRACARD MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AND DISCLAIMS ALL LIABILITY, AS TO THE FITNESS, QUALITY, DELIVERY DATE, MERCHANT ABILITY, PRICES OR ANY TERM OF ANY TRADE TRANSACTION. MEMBER AGREES TO INDEMNIFY AND HOLD VIRTUALBARTER AND CONTRACARD 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 VIRTUALBARTER AND CONTRACARD ARISING OUT OF ANY COMPUTER OR SOFTWARE MALFUNCTION OR PROCESSING ERRORS.
Trading Rules and Regulations
Online Membership Application Terms:
When applying for membership of Contracard Pty Ltd using the online application form the member agrees to abide by the terms and conditions of Contracard Pty Ltd membership.
Member will pay Contracard an initial joining fee of: $795.00
Transaction Fee: 12% + GST cash on all purchases.
Monthly fee of $15.00 cash and $15.00 Trade (Bad Debt Reserve Fund fee)
Cooling off period: You may withdraw or cancel your membership without penalty within seven days of joining by giving written notice to Contracard.
The applicant authorises Contracard:
(a) To obtain a credit report from a credit reporting agency containing personal information about the applicant to assess the applicants application for personal and / or commercial credit in accordance with section 18K (1) (a) and (b) respectively of the privacy act 1988 (“the Act”)
(b) To obtain a report containing information about the applicant’s commercial activities or commercial worthiness from a business providing such information for assessing the applicants application for personal credit in accordance with section 18L (4) of The Act such as authorities to remain in force until the credit facility to which they relate is at an end.
Directors Guarantee (I Member is a company)
In consideration of Contracard agreeing to provide credit to the Company at my / our request, I / we guarantee to Contracard the due and punctual performance by the Company of all of its membership obligations and as a separate convenient, I / we agree to indemnify Contracard against any loss which Contracard may incur if the Company breaches those obligations.
I / we acknowledge:
(1) Contracard may enforce this guarantee and / or indemnify without first taking any steps against the Company or any other party.
(2) This guarantee and indemnity is continuing and irrevocable;
(3) This guarantee binds each of its directors irrespective of whether all the directors of the company execute it;
(4) This guarantee and indemnity is absolute and will not be affected by any act, omission or other matter or thing which for this provision might operate to effect or release or discharge;
(5) This guarantee and indemnity binds us jointly, (where more than one director) and individually. You should obtain independent about the meaning and effect of the guarantee and indeminity.
Before completing the online application I agree that I have read and understood all of the terms and conditions of Contracard.
The purpose of following rules and regulations is to facilitate Trading among members by promoting a system of good business practice and understanding of the guidelines.
The following Trading Rules & Regulations form part of and are included with the Membership Agreement at which the member has signed with Contracard Pty Ltd ABN 62 121 728 005. If any term on the Membership Agreement conflicts with any term set out in these Trading Rules & Regulations, the terms in the Trading Rules shall govern and take precedence.
1. Nature of the Parties. A. Contrabart Limited CN976744 the Exchange Company is the company which operates the Trading Program. The Exchange Company acts as a third party record keeper of the trade transactions between members.
B. Contracard Pty Ltd ABN 62 121 728 005 (herein called CBX) has been appointed by the Exchange Company to manage the Exchange in accordance with the trading rules and regulations.
C. CBX member (herein called "member") is a legitimate business that wants to exchange its goods and/or services with other members within the Trading Program
2. Brokerage Functions. CBX will provide brokerage services to assist members to trade among themselves by means of the periodic updating of directories, which are displayed on the CBX website at www.contracard.com.au listing members within designed geographic regions, the maintenance of current lists of all members on computer files at Head Office, the appointment (when possible) of independent contractors as local brokers who will assist by providing current information in participating members and available goods and services, and the periodic publication of CBX News Letters which makes advertising space available to members for miscellaneous goods and services offered through the CBX Trading Program on trade. The initiative for using services of CBX in order to derive economic benefit there from is exclusively that of the member. The responsibility for the product of trade is exclusively that of the participating members. However, member acknowledges that the sole principals in any trade are the buying and selling members involved, that Trades are entered into voluntary, and that CBX is not the guarantor of any transaction or trade dollars. CBX and the Exchange Company give no warranty as to and shall not be responsible for the accuracy of the information in relation to any Member contained in the directory, or any promotional or other material provided by the Exchange Company, CBX or any Licensee or servant or agent of them to Members, and shall not be liable for any error or omission.
3. The Agreement and Changes in Terms/Non-Assignability. The terms and conditions of CBX Trading Rules & Regulations are incorporated by reference in the membership agreement. The agreement consists of the terms and conditions of the Contracard Pty Ltd. Agreement inclusive of the CBX Trading Rules & Regulations (herein called "The Agreement"). CBX may in its sole discretion, change the terms of the agreement from time to time. The agreement cannot be amended verbally and any changes or exceptions to the agreement must be in writing and signed by the Managing Director or a Director of CBX. The agreement without prior written consents of CBX and is binding upon the members, heirs, successors, assignees and/or administrators of the members estate. These rules shall at all times be binding on the Members and obligations imposed upon Members under these Rules shall survive suspension or termination of the right of a Member to participate in the Trading Program
4. Payment of Fees. All fees and charges including initial set up fees, maintenance fees, and other charges assessed members and received by CBX are payments to CBX for services rendered in processing members in the Trading Program, operating the clearing house brokerage administering these Rules and Regulations, maintaining records, and facilitating members using of the Trading Program. Member agrees to pay the transaction fee of 12% at the time of having the transaction authorized either by credit card or direct debit, failure to pay the 12% transaction fee at the time of authorization will result in the authorization being cancelled and trade dollars not being transferred to vendor which may result in the member having to pay the cost of the transaction to the vendor in cash. Where cash fees are paid at the time of authorization by a member and then at a later date the member wishes to cancel the transaction or the transaction does not proceed for any other reason, then the cash fees that were paid for that transaction will be credited to the members CBX account to offset future cash fees, under no circumstances will the fees paid be refunded to the member in cash. All other fees (e.g. monthly fees, which are $15.00cash/$15.00 trade dollars) must be paid within seven days (7) from the date of invoice. CBX may charge member a late fee on any outstanding cash fee balance at the rate of ten percent (10%) per calendar month or part thereof. In event that member is in arrears for any cash fees beyond one month, member waives all rights to usage of any positive trade dollar balance in member account, and grants CBX the right to freeze such balances until satisfactory arrangements are made with CBX.
5. Nature of Trade Dollars. A "trade" is a trade purchase or a sale of goods and/or services whereby payment is made in trade dollars posted to members account pursuant to these Rules and Regulations. The term "Trade Dollar" is an accounting unit/book entry (notionally equivalent to one Australian Dollar), and is used to record the value of trades as determined by the selling member. It is used by all affected parties as a practical method of recording the value of every transaction which resulted in a transfer of goods and/or services available from other members who are members of the Trading Program. Trade Dollars may be used only in the manner and for the purpose set forth in these Rules and Regulations. They will not be considered legal tender, securities or commodities. They may not be redeemed for cash. CBX disclaims the responsibility for the negotiability of trade dollars for the availability of goods and/or services from any source.
6. Regulations and Number of Trade Dollars. Member acknowledges and grants to CBX and its officers and shareholders the right to regulate and control the number of trade dollars within CBX Trading Program.
7. Trade Dollar Credit Lines. Member grant to CBX the right and power to make trade dollars credit lines available to any member on terms and conditions consistent with members creditworthiness and ability to pay. Member understands and acknowledges that the exercise of this power shall be at the sole discretion of an authorized officer of CBX Head Office Credit Department with regard to principal, terms and conditions, lending policy and other particulars (the "Credit Officer"). Members wishing to apply for a credit line may be required to submit prepayment of cash service fees and credit line application, financial statement, credit agreement promissory note, or equivalent collateral prior to approval. CBX is under no obligation to extend credit at any time. CBX will use its best efforts to ensure timely repayment of the principal appropriate collateralization, and perfection of security interest in all credit lines. Members grant CBX the right to extent credit lines in the trade dollars to brokerage owner/operators. Member will be held liable in cash to CBX for any expenditure exceeding an allocated credit line on seven (7) days notice of demand by CBX and/or interest charged of ten percent (10%) per calendar month or part thereof.
8. Liability for Trade Dollars. Member acknowledges that the Trade Dollars in the Trading Program (positive balances) are the liabilities of the persons who have spend more than their earning (negative balance) that there is a creditor/debtor relationship between such persons, and that trade transactions incur the normal business risks associated with any credit transaction. Trade Dollars are the liabilities of members who owe the Trading Program and not of CBX which is solely liable for its own indebtedness.
9. Administration of the Trade Dollar Revenue Bad Debt Reserve Fund.
CBX shall maintain bad debt reserve funds to be administered by appropriate rules e.g. by charging accounts on a regular basis an amount in trade dollars to be paid in such funds. The establishment and administration of all bad debt reserve funds shall be determined and governed solely by CBX. Any positive balances abandoned or surrendered by former members may also be paid into the reserve fund. The Trading Program accrues trade dollars revenue from the annual trade fees charged to members account. After periodic application against bad debt and allocation of an amount to be determined in the sole discretion of CBX for bad debt reserve, positive balances remaining become income to CBX for its services rendered to the Trading Program. CBX shall conduct a periodic review of funds held for debt reserve, if it determines if a debt reserve is in excess of anticipated need, then CBX may, in its sole discretion, elect to take the surplus as income for itself or to redistribute part of such surplus to its "members in good standing" within specific brokerage area or within the Trading Program as a whole.
10. Availability of Product, Service, Customers.CBX shall use its best effort to solicit new businesses having products of services to satisfy the needs of all members. CBX is not responsible if a member cannot find specific products or services to buy from other members or other member interested in buying products or services from member.
11. Products Sold by CBX.On all products owned and sold by CBX, the sole and exclusive warranty made by CBX as seller is that it has title to such product, free and clear from any lien or encumbrance. Other than set forth above, products are sold, "As is where is". With respect to any product or services purchased by buyer from CBX, buyer recognizes that such items are produced and provided by others and not by CBX or its affiliates. CBX makes no warranty either express or implied, by operation of law or otherwise, as to the merchantability or fitness or a particular purpose of such products or services, and buyer shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty.
12. Definition of Member in Good Standing.A member who conducts in accordance with the membership agreement, inclusive of these rules and regulation, applicable conversion rues, is current in any monies owing to CBX and has a valid CBX card account is a "member in good standing". Only members in good standing are entitled to the services of CBX.
13. Trade Procedure. CBX will guarantee transaction vouchers payable in CBX trade dollars only when the procedure for authorization outlines below is followed.
A. Member must have a current trader card.
B. An Authorization number must be secured from CBX credit clearance. Authorization is not required if the amount is less than the amount automatically guaranteed (Transaction vouchers under $100). Unless authorization is obtained at time of sale and all cash fees due are paid then CBX has no obligation to post the transaction. CBX is not obligated to honor transactions granted due to any misinterpretation made by buyer or seller.
C. CBX reserves the right to refuse to issue an authorization number approving a transaction under any of the following condition.
(i) if the buyer does not have sufficient trade dollars or available credit line to make such purchase;
(ii) if either party is not a member in good standing.
D. Transaction voucher must be properly completed, signed and dated. Selling member must remit to the CBX Head Office (transaction vouchers) within seven (7) days of the transaction date. CBX is not responsible for deposits received seven (7) days after the transaction date regardless of the authorization numbers.
14. Special Trade Procedure The following procedures apply to transactions involving special orders, construction jobs, service work or long term leases and other work-in-progress transaction.
A. Buyer should obtain a written estimate before authorizing work to begin.
B. Before starting, if appropriate, seller should obtain a deposit or down payment in trade dollars in the manner as a cash transaction. This is done with a complete CBX transaction voucher and authorization number for CBX credit Clearance if the amount exceeds $100.00. Seller should include in its contract that if Buyer does not have sufficient trade dollars in its account when authorization is requested, the difference must be paid in cash to the seller. CBX will only issue an authorization for the amount in the account and remaining usable credit line facility.
C. In order to "reserve" trade dollars from the buyer until a particular job is complete, or special other items have been received, seller must call CBX for an authorization number for the estimated amount (less any deposit or down payments of the pending sale). The estimated amount for the completed work will not be immediately debited from the buyer account and posted to the sellers account but is held as a pending credit and will not be made available to the seller until such a time as transaction voucher is duly signed and completed by the buyer and has been lodged with CBX Head Office.
D. When the job has been completed, or the special order item has been delivered, the seller completes a CBX transaction voucher for the balance due and obtains the buyer signature. Does not call for another authorization number, seller should write the original authorization number on the transaction slip? Sellers account will be credited by CBX upon receipt of the signed trade transaction voucher and any required service fees. Should the final amount of the transaction differ to the estimate amount, necessary adjustment to both the buyer and seller accounts are automatically computed on lodgement transaction voucher?
15 Direct Trades.A. Member shall not execute a CBX transaction voucher with the seller name left blank or received a third party transaction voucher. Direct trade between members for the purpose of avoiding services fees are prohibited, and if consummated are subject to a ten (12%) seven (7) days demand cash transaction fee payable-such trades may also result in suspension or termination.
B. A member may trade with a non member business using CBX trade dollars provided that the non member business joins CBX and pays the appropriate joining and transaction fees. Any transaction vouchers received from a non member business will be held in a holding account until such time that CBX receives a completed application form along with the appropriate cash fees at which time the trade dollars will be credited into their account.
C. A member entering into a transaction as per rule 15B for the purpose of a business avoiding paying transaction fees and this transaction is cancelled by the member then that member will be liable to pay CBX a 12% cash transaction fee before that transaction can be cancelled or reversed. Such trading may also result in suspension or termination of that member's account
16. Trade Conduct.All transaction are to be on a 100% Trade Dollars basis for Gold Members unless under special arrangement by CBX management. All transaction are to be on a 50% Trade Dollars plus 50% Cash basis for Flexi Members unless under special arrangement by CBX management. All tips/gratuities and any tax required shall be paid in cash at point of purchase by the buyer member.
17. Law and Regulations.
Members shall abide by applicable Federal and State laws or regulations pertaining to any transaction, and CBX shall not be responsible for any failure on the part of member to comply. Member agrees not to hold CBX liable for any action. CBX takes to comply with applicable laws and regulations.
18. Taxes.Seller shall charge the appropriate sales and excise taxes and collect and record these as required by law. Under no circumstances will CBX be held responsible to apply any sales, excise or other tax on behalf of any member. Members are advised that the transaction involving trade dollars are generally treated as taxable events for Federal, State and local tax purposes. The declaration and reporting of all applicable local State and Federal taxes resulting from trade transaction rest solely with the member. Member agrees not to hold CBX liable for any action (CBX to comply with Federal, State or local tax laws)
19. Transaction MaterialsA CBX style transaction voucher in conjunction with CBX, Official Scrip and Gift Certificates are the only forms to use in trade transactions.
20. Record Keeping and Errors.
Seller must submit to CBX Head Office a copy of the transaction voucher within seven (7) days of each sale. CBX is not responsible for posting transaction vouchers if not received seven (7) days after the date of sale. Transaction vouchers received without the buyer's signature will be returned to the seller broker, and CBX may refuse to honor such transaction. CBX has the right to reverse transaction due to non compliance with these rules, in which event it shall be the responsibility of the seller to collect from the buyer. All transactions are subject to final audit and verification by CBX and, in case inaccuracies. CBX may debit or credit member account, without notice, as a result of such errors. CBX will issue periodic statements to member reflecting account activity and amounts due and owing to CBX. Statements are deemed accurate as printed unless member notifies CBX in writing of any discrepancy within thirty (30 days) of statement date. Interim account activity summaries except at fault for an account error and not sufficient funds cheques returns will be charge $20 (cash) per incident, against the originating account.
Unless otherwise stipulated in writing between the parties to this agreement, member authorizes but not obliges CBX to notify and advertise to other member the availability of member's products and/or services.
22. Publications. All members will be published in regional or national directory, on CD or internet, unless specifically requested otherwise. Member listings are grouped under the CBX Directory Classification System. It is member's responsibility to specify limited, or promote an item or service, by calling CBX. A three line message (max 20 words) will be added to member computer information file and will appear in the next published CBX directory. The Contrabart News Letter is published periodically. CBX is not a party to these neither sales nor responsible for the accuracy of the ads.
23. Commitments and Representations.
CBX is only responsible for commitments and representation made in writing by a duly authorized Director of CBX. Principals, employees, agents or independent contractors of brokerage or agents or employees of CBX have no right to bring CBX to any obligation or representation whatsoever with such written authorization. All information and materials provided by CBX are presumed to be accurate, however, CBX make no warranty of the accuracy thereof and shall not liable for any error or omissions-therein.
24. Hold Harmless.
Members agree that CBX is a service organization whose sole purpose is its trade and administrative services. Member agrees to hold CBX harmless for the future of their members to abide by their agreements with CBX.
25. Disclaimer of Warranty and Liability.
CBX makes no representation or warranty either express or implied, and disclaim all liability as the fitness, quality, delivery date, merchantability, price or any terms of any trade transaction. Member does hereby indemnify and hold CBX harmless with any respect to any claim, debt, or liability whatsoever arising out of any transaction wherein member is a buyer or seller. Member acknowledges that any trade transaction in which it participates shall be on voluntary basis.
Trade transactions disputes are only between the buyer and the seller and shall be settled by the parties themselves. CBX has no responsibility other than recording the transaction in the ordinary course of business. CBX is not responsible for use of trade dollars by authorized person or for transactions that do not comply with the terms of the agreement. CBX is not a buyer or seller unless it so states in writing.
27. Transaction with Brokers.
Brokers are independent contractors who sell CBX services and assist member in trading. As independent business people, brokers are free to buy or sell on trade but do so solely on their own behalf and not represent CBX. Every provision of the agreement and procedure apply equally to brokers and members. CBX is not a party to, and is not responsible for, transaction between brokers and member.
28. Preferential Treatment.
CBX warrants that it will not engage in preferential treatment of owners, employees, their families and associates, or any other persons is discharging its managerial responsibilities. Members acknowledges that regulation of purchases, control of credit extension, and allocation of goods/and or services in short supply are inherent in CBX's managerial responsibility. Decisions surrounding the same shall be exercised at CBX's sole discretion, and do not constitute a breach of the preferential treatment provision o f the Rules and Regulations. Member acknowledges that some accounts are primarily or solely for the use of CBX, its principals or employees
29. Violation of the Agreement.
CBX has the right, but not the obligation, to enquire into the complaints of violations of terms by a member. Members grants to CBX the right to take the actions which, in managements sole discretion, are deemed necessary to ensure fair dealing. Violations of terms of the agreement may result in termination of the members account and/or immediate adjustment to the transaction involved.
30. Breach of Agreement.
If a member fails to honor and accept purchases from another member in good standing in accordance with the terms of the agreement, member shall be deemed to be in material breach of the agreement. Member acknowledges that if such event accurse, damages shall accrue to CBX in the business relationship between CBX and the buying member whose purchases were not honored. If member violates any terms of the currently effective agreement, CBX, may immediately terminate members account or freeze all activity in the account without notice until such time as CBX, in its sole discretion, reinstates the member or decides to terminate members account. Member acknowledges that the decision of the CBX to freeze and/or terminate members account will be final conclusive. In event of breach of agreement by the member, member agrees to pay all reasonable cumulative legal cost and/or interest at the maximum rate allowed by lay.
31. Suspension of Trading Privileges.
CBX reserves the rights at its sole discretion, to suspend the trading privileges of any member who is in violation of any State or Federal law, who engages in overpricing, direct trades, or otherwise breaches the terms of the agreement, or cash fees due to CBX which are more than one month past due. In the latter case, the trading privileges of member shall be reinstated immediately upon payment of all cash fees due, including interest.
32. Spend Out/Cancellation If CBX reasonable believes that a member is spending out their trade balance in anticipation of cancelling future participation in CBX, or if member has requested termination, then CBX shall require pre-payment of cash services fees on the remaining trade balance held in the member account.
33. Termination Either party may terminate the agreement upon five (5) days written notice to either party. Immediately upon termination, with or without cause. All cash and trade dollar service fees outstanding become due and payable and:
A. If member has a negative trade balance purchase exceed sales, member must balance the account with trade dollars within thirty (30) days of the termination date and, after the thirty (30) period immediately pay CBX any remaining negative balance in cash: or
B. If member has a positive balance (sales exceed purchases) member may spend the balance after paying CBX, in advance, the cash service fee on the positive balance. After receipt of cash, CBX gift certificates will be issued to the terminated account with a ninety (90) days expiration date. The gift certificates may be redeemed with any CBX members in the normal manner of transaction vouchers, excepting that each and every transaction must have an authorization number upon redemption issued from CBX Credit Clearance. CBX reserves the right in its sole discretion to terminate this agreement without notice for a material singular or cumulative breach of the agreement. CBX plastic Contracard and unused transaction vouchers, and any gift or scrip certificate must be return immediately upon termination, and no initiation or service or transaction fees will be refunded. Upon termination of the association with CBX, member shall promptly return CBX all originals and copies of documents and property of CBX relating in any way to CBX's, business and/or CBX's Barter Program.
34. Liquidated Damages if Terminated for Cause. A breach of the agreement damages CBX in a number of ways which are difficult to quantify and which may include, but are not limited to, administrative costs in dealing with the breach, financial injury due to loss of cash and service fees and/or expenditure of funds, such as in collection actions, loss of member good will toward the CBX's Trade Program and CBX, and loss of trading volume and members, Because the actual amount of such losses are difficult to identify and difficult to remedy at law, liquidated damages to CBX, member and CBX agrees that, as if member is terminated for cause i.e. For breach of the agreement, member shall pay CBX the sum of $250 cash, payable within four (4) calendar weeks of the date of notice of termination of the agreement. If member has a positive trade balance, the liquidated damages must be paid in addition to the requirements of subsection 33 (b) above before the trade balance will be converted to Gift Certificates.
35. Settlement of Past Due Fees. CBX shall have the right at its sole discretion of setting past due fees that are two (2) months in arrears by charging three (3) times the cash due in trade dollars. A member penalised may reverse the penalty charges against members account by making the cash payment within four (4) weeks of such penalty. Furthermore, if such cash fees remain outstanding beyond eight (8) weeks, CBX shall have the right to terminate the delinquent members account.
36. Enforcement. Every term contained in the agreement is severable from very other term contained in it. If any such term should be judged unenforceable, it shall not affect the enforceability of the reminder of any term or provision of the agreement.
37. Additional Security Interest; Insolvency. Member grants CBX a security interest on all trade dollars credited to members account for the amount of all unpaid fees. If member becomes insolvent or bankrupt, all cash fees shall be due and payable in full. CBX shall have the option in lieu of filing as a creditor, of treating the trade dollars balance equal in value to the amount of cash fees owing, and terminating the account: provided, however, that if CBX does receive all of its cash fees in full, CBX shall re-credit the trade dollars to the members account.
38. Joint and Several Liability-Guarantee and Indemnity. If the member is a company then the directors of the company and if not a company than all signatures hereto and any additional cardholders are jointly and severally liable for payment for all purchases and fees outlines in the agreement, and further the directors, signatories and additional cardholder hereby guarantee the payment of all debts and liability of the member arising from the agreement. This guarantee shall always be a continuing guarantee and shall in full force and effect until all liabilities of the member shall be fully paid and satisfied, and the said directors, signatories and additional cardholders will at all times hereafter indemnify CBX against all claims in respect of debts and liabilities that may incurred by the member and this indemnity shall extend against all actions suits proceeding claims, demands, cost and expenses whatsoever which may be taken against CBX or incurred or become payable by CBX in respect hereof.
39. No Waiver No Right. CBX's failure or delay in exercising any right shall not operate as waiver thereof, any single or partial exercise of a right shall not preclude any other exercise of any right. CBX's remedies are cumulative and are not exclusive of any remedies provided by law.
40. Dissolution. If the CBX Trade Program terminates or otherwise ceases to do business, all members in a negative trade dollar position will pay amount they owe in cash (one trade dollar being equal to one dollars in Cash Australia currency) into a fund. The fund, less expenses, will be distributed pro-rata to all members who are in positive trade dollar position. Thus all members having a positive balance will receive cash for their trade dollars to extend that the funds permit. CBX shall not liable to any member for cash or trade dollars beyond the distribution of such funds as aforesaid.
41. Disclosure. During the course of the agreement between CBX and the member there will be disclosed to the member certain trade secrets or proprietary information of CBX consisting of: technical information, methods, processes, formulae, composition, systems, techniques, computer program, research projects, business information, customer lists, pricing data, source of supply, financial date and marketing, production or merchandising systems and plans and other information confidential to CBX. Should the member start or be affiliated with or arrange in any business competitive to CBX, there shall be due and payable a cash consideration of $100,000 (one hundred thousand dollars) to CBX for proprietary information and trade secrets and training produced through CBX or affiliates of CBX. For the purpose of this paragraph a "competitive" means the franchise, operations or provisions of record keeping, counseling or promotion services in connection with trade or barter transactions of any form of trade or barter membership within the state of members operations or member's local area.