By submitting your information through the client sign up form, you agree (and on behalf of the company you represent) agree to be bound by these terms.
1. Each party agrees to inform and receive acknowledgment from the other of all anticipated fees before commencement of any exchange of products or services. Some services or products come at differing fees, and there must be a documented exchange in which both parties agree to the value of their product/service before execution of services or delivery of products. This shall not be verbal, but will be required to be a signed addendum or agreed upon in email.
2. Both parties attest that they are freely/legally entering into this agreement and will abide by its directives and requirements.
3. Both parties represent their price(s) as reasonable and fair market value, all things considered and to the best of their knowledge, within their industry. The nature of the barter agreement is that each party shall provide their specified service(s) and/or product(s) in exchange for the other party’s service(s) and/or product(s), and not for any monetary exchange. Any actual monetary costs incurred shall either be for 3rd party costs, or costs that were acknowledged in a signed addendum, or via email agreement, and shall be made payable to the appropriate party as the email exchange or signed addendum directs.
4. Each party shall indemnify, defend and hold harmless the other, its officers, trustees, agents assigns, and employees, from and against any and all claims, demands, suits, losses, liabilities and costs, including attorneys’ fees, arising out of any alleged breach of warranty, and that the products or services do not infringe upon any statutory copyright or upon any common law rights, or other proprietary rights.
5. Both parties shall document via email or signed addendum, the delivery and schedule and/or deliver-ability requirements of each party.
6. If a party opts to terminate the barter agreement, that party agrees to compensate the other party fairly for any products or services provided to date of termination notice, including any costs incurred from expecting an agreed product or service by a particular date. If one party goes out of business, or is unable to render credit owed, then 95% of barter credit must be converted to cash, and paid within 90 days. Failure to do so will result in that party losing private meeting, mediation, and arbitration privileges detailed in Section 7 of this agreement.
7. Any disputes arising between these two parties, other than disputes related to non-payment as covered in Section 6 of this agreement, shall be handled in a manner that avoids legal cost in the following succession.
7A. Each representative Principal agrees to a face-to-face meeting of not less than 30 minutes, to settle claims, within 45 days of either party requesting this.
7B. Should there be no resolution, it is hereby agreed that the dispute shall be referred to a professional and recognized Mediator, with not less than 8 years of experience in Conflict Resolution, and should take place within Orange County, California. Both parties agree to split the cost of Mediation.
7C. Should Mediation fail to bring about a resolution, it is hereby agreed that the dispute shall be determined in finality through Expedited Arbitration by a recognized Arbitration organization within Orange County, California. The cost of Arbitration (not including any judgments or settlements) shall be split by both parties.
7D. Both parties recognize the jurisdiction of the business relationship to be in California, and will abide by the California Laws.
8. Both parties agree to maintain confidentiality as to the nature of the barter relationship. Each party, it’s offices, employees, assignees, agents, contractors or board members shall not disclose that each business has engaged in payment via barter, unless written permission is obtained from each Principal/Business.
9. Should this agreement conflict with other agreements required by either Business, each party agrees that the terms of this agreement shall take precedence above all other agreements, as it should be executed at the beginning of a working relationship, and pre-date other agreements. This clause does not include signed addendum or email exchanges that reference matters specifically addressed in this agreement (such as prices, deliver-ability dates, warranties, etc)
10. Specific indemnifications:
A. Loaded Bases Marketing & it’s Principals, Officers, Shareholders, Representatives or Agents, does not and can not make any specific marketing performance guarantees, and can not be held liable or as negligent should the marketplace not respond to any design, campaign, or strategy delivered. While goodwill estimates of performance may be provided, the service being offered is the earnest work and execution of strategy and talents, and can not be held responsible for any monetary or other damages from the results of work products provided.
11. Each party shall perform services or provide products as an independent contractor. Nothing contained in this agreement, or any other discussion shall create a partnership, joint venture, employer/employee, principal/agent, or similar relationship between the two parties. Neither party has the authority to, and shall not, act as an agent for or on behalf of each other, and shall not bind or represent it in any manner. Neither party will be entitled to any of the benefits afforded to Company employees.