Overview - BBN Network Client Agreement
Welcome to the BBN Network Client Agreement. We embrace click-and-mortar
strategy that blends the best practices of traditional business-to-business (B2B) barter
and e-commerce. Clients can trade online via the Internet at www.asiaBarterZone.com or
with the personal assistance of an experienced trade broker.
This Agreement describes the terms and conditions applicable to use of the
services in the BBN Network.
As stated in the Agreement, by making a purchase or sale of inventory (or
an offer to purchase or sell inventory) in BBN Network website, you are accepting and
agreeing to all terms of the Agreement as amended from time to time. If you disagree or
cannot comply with any of the terms of the Agreement, you may not use the BBN Network. You
understand and agree that BBN Network may amend this Agreement at any time by posting the
amended terms on its website; provided, however that any such amendment will not be
effective until ten business days following its initial posting.
Please read carefully the terms and conditions of the Agreement, which you
must accept before joining the BBN Network.
This Client Agreement (the "Agreement") is made by and between
BBN Network Sdn Bhd (“The “Exchange Company”) and Barter Business Network
Sdn Bhd, (The “Manager”) with a principal place of business at Suite 12-H, Wisma Boon Siew 1, Penang Road
10470 Penang, Malaysia (collectively herein referred as
"BBN Network"), and sole proprietor or other legal entity that has completed the
registration process for participation in the BBN Network ("Member").
This Agreement describes the terms and conditions applicable to your use
of BBN Network. By using the BBN Network and its website (asiaBarterZone.com) you agree to
the terms of this Client Agreement.
BBN NETWORK MAY ACCEPT MEMBER AND PERMIT MEMBER TO TRADE IN THE BBN
NETWORK WITHOUT GETTING THIS AGREEMENT SIGNED. THIS COPY HAS BEEN PROVIDED BY BBN NETWORK
FOR MEMBER'S RECORDS AND REVIEW. BBN NETWORK HAS GIVEN MEMBER THE OPPORTUNITY TO DISCUSS
THIS AGREEMENT BEFORE MAKING TRANSACTIONS IN THE BBN NETWORK. BY MAKING, OR ATTEMPTING TO
MAKE, A TRANSACTION IN THE BBN NETWORK, MEMBER IS AUTOMATICALLY ACCEPTING AND AGREEING TO
THE TERMS OF THIS AGREEMENT, EVEN THOUGH THIS AGREEMENT MAY NOT BE SIGNED BY MEMBER.
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In this Agreement the following
capitalized terms shall have the following meanings unless otherwise indicated or the
context otherwise clearly requires:
Account
Member's Trade Ringgit™ account in the BBN Network, comprising (a) Trade Ringgit
generated by the Authorized and Settled transactions of Member plus (b) any Trade Credits
provided to Member by BBN Network less (c) Trade Ringgit spent by Member less (d) Trade
Ringgit set aside for transactions Authorized but not Settled less (e) Trade Ringgit paid
to BBN Network in accordance with this Agreement (including Fees, administrative charges,
interest and any other charges). An Account may contain a negative or positive balance.
Agreement
This agreement, as amended, including all Policies referred to herein, which are hereby
incorporated herein by this reference.
Applicable Law
The laws of Malaysia.
Authorized Signatory
A sole proprietor (if the Member is an individual); or, for Members that are legal
entities, a person who has (a) the requisite company authority to bind Member and (b)
received any and all approvals required for such person to bind such legal entity.
BBN Network Cards
Any card, plate or other device that may be used from time to time to obtain services or
conduct trade within BBN Network on Member's Account, either online or off-line.
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BBN Network
The online and off-line trading exchange and systems of the Exchange Company and the
Manager
Business Day
Any day on which banks in Malaysia are not closed.
Clearinghouse
A central agency for the collection, classification and distribution of information.
Client
Any Member of the BBN Network.
Client Content
Any and all text, works of authorship, images, audio/visual elements,
photographs, artwork, graphics, trademarks, slogans, logos and other content delivered to
or placed on the BBN Network by Member.
Exchange Company
BBN Network Sdn Bhd (494776-A) that operates the Trading Program and acts as a third-party
record keeper and clearinghouse function of trade transactions amongst Clients, and
directs Clients to each other for the purpose of facilitating trade transactions
Fees
Charges due to BBN Network from any Member in accordance with the terms and conditions of
this Agreement.
Government Agency
Means any Federal, state or local government agency or other organization empowered to
exercise the authority of the Federal, or any state or local government.
Manager
The Manager, Barter Business Network Sdn Bhd (477150-U), has been appointed under a Deed
of Management to manage the Exchange Company and the Trading Program.
Member
A Person registered and approved to trade in the BBN Network, who has executed, accepted
and is not in material breach of this Agreement and is, in the sole reasonable opinion of
BBN Network in good standing.
Person
A human being or juridical entity.
Policy
Any and all policies incorporated by reference into this Agreement, including the Privacy Policy, Fee
Policy, Inventory Policy, Tax Policy and Restricted
Items Policy which policies shall be an integral and inseparable part of this
Agreement.
Primary Cardholder
A person with the primary responsibility for Member's Account; the Primary Cardholder may
initially be the person who completes Member's application. The Person who completes and
executes the application must have the authority to bind that Person and permit BBN
Network to obtain personal credit report of the principal.
Receipt
Receipt shall mean the day any notice; statement or other correspondence is sent by BBN
Network to the last known address of Member by e-mail or fax; in the event of delivery by
post or courier, the third Business Day following dispatch.
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Statement of Account
Monthly statement showing Member's Fees and transactions in the BBN Network.
Trade Ringgit (TRM)
The medium of exchange of the BBN Network, as more fully described in Section 4, below.
BBN Network reserves the right to name and change the name of the Trade Credit.
asiaBarterZone.com
The online service of BBN Network
Trading Program
The Trading Program is a system to facilitate reciprocal trading amongst its Clients.
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Only Persons who have met the
qualifications may trade in the BBN Network. Legal entities that have not qualified may
not use BBN Network's services. BBN Network reserves the right to exclude any Member at
any time for any lawful reason. Member is permitted to enter into transactions in the BBN
Network only if this Agreement has been accepted. Member is obligated to ensure that this
Agreement is properly executed by an Authorized Signatory and to receive any permission or
approvals required for Member to be subject to this Agreement. Any Person that does not
agree to the terms and conditions of this Agreement may not enter into or attempt to enter
into transactions in the BBN Network. BBN Network may require, at any time, that a Member
provide BBN Network a valid credit card. Member acknowledges and accepts that in providing
access to the BBN Network, BBN Network has relied upon Member's agreement to be bound by
the terms of this Agreement.
MEMBER AGREES THAT IF BBN NETWORK IS PROVIDED WITH A FALSE OR INCORRECT
COMPANY REGISTRATION NUMBER OR OTHER INFORMATION, MEMBER MAY BE LIABLE FOR PERJURY OR
OTHER OFFENSE IN ACCORDANCE WITH FEDERAL LAW, FRAUD OR MISPRESENTATION, AND BBN NETWORK
HAS THE RIGHT TO IMMEDIATELY SUSPEND MEMBER’S ACCOUNT
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asiaBarterZone.com is the online service of BBN Network.
asiaBarterZone.com acts as a venue to facilitate the listing of goods and services by
sellers and purchasing of such goods and services by buyers. Client acknowledges and
agrees that Client’s purchases and sales of goods and services on the Service are
transactions with the respective seller and buyer of the goods and services and not with
BBN Network. BBN Network is not the buyer or seller in transactions on the Service unless
explicitly designated as such. BBN Network shall not be responsible for, and does not
control, the quality, safety or legality of the items advertised, the truth or accuracy of
the listings, the ability of sellers to sell items or the ability of buyers to buy items.
BBN Network shall not be responsible for, and does not control, whether or not sellers
will complete the sale of items they offer or whether buyers will complete the purchase of
items they have agreed to purchase.
BBN Network shall have no responsibility to, and does not, investigate the
background of, or confirm the identity of Members of the Service. Member should exercise
caution in dealing with other Members to avoid fraud and other disputes, including without
limitation: (i) using direct communication with other Members to evaluate with whom Member
is dealing, and (ii) using qualified third party escrow and/or appraisal services where
appropriate.
Clients are solely responsible for their respective purchase and sale
transactions. BBN Network does not bear any responsibility for the quality, quantity,
delivery, value, condition, merchantability, fitness for a particular use or purpose,
timeliness or accuracy, or any other characteristics of any goods or services placed into
or purchased through the BBN Network by a Client. By making an offer to enter into or by
entering into a transaction in the BBN Network, Member acknowledges that the sole parties
to any such transaction are the buying and selling Clients involved, including Member.
Member hereby further acknowledges that any and all transactions are
entered into voluntarily, and that transactions incur normal risks associated with any
business transaction. BBN Network is not the guarantor of any transaction.
By making an offer to enter into or by entering into a transaction in the
BBN Network, Member further acknowledges that it will engage in appropriate due diligence,
with the assistance of professional counsel and consulates if appropriate, prior to
entering into any transaction.
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Trade Ringgit (TRM)
is an accounting unit used to record the value of goods and services traded. Trade Ringgit
(TRM) is not legal tender, securities, debentures or commodities, and cannot be redeemed
for cash. In these agreement, the cash equivalent of one Trade Ringgit (TRM) is one
Malaysian Ringgit and the Trade Ringgit (TRM) equivalent of one Malaysian Ringgit is one
Trade Ringgit (TRM). BBN Network disclaims any responsibility for the negotiability
of Trade Ringgit (TRM) and/or for the availability of goods and services from any source.
BBN Network is not the guarantor of Trade Ringgit (TRM).
Member hereby acknowledges that a positive Trade Ringgit
(TRM) balance in Member's account denotes the right to purchase goods and services offered
by other Clients willing to accept Trade Ringgit (TRM) in payment for those goods and
services. Trade Ringgit (TRM) in a Member's account is not an obligation of BBN Network
and cannot be redeemed for cash. A negative Trade Ringgit (TRM) balance creates an
obligation to sell goods or services to other Clients to the extent of the Trade Ringgit
(TRM) deficit. In the event if the Member has not discharged the Member’s liability
by supplying goods or services to another Member, in accordance to these Rules, to pay to
BBN Network an amount in cash Malaysian Ringgit equivalent to the amount in Trade Ringgit
of the debit balance.
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BBN Network is hereby granted the
exclusive right and power to extend Trade Ringgit Credits to Clients on terms and
conditions as determined by BBN Network. Member acknowledges these rights and powers and
further acknowledges that any credit Member receives shall carry fees, interest and other
charges (including without limitation late charges) in accordance with BBN Network credit
policies.
Member authorizes BBN Network at any time (even after the account has been
opened or active) to make whatever investigation BBN Network deems appropriate to evaluate
Member's credit, financial standing and (if applicable) employment, including procuring
credit reports from credit reporting agencies. Member hereby further authorizes BBN
Network to report and/or disclose its credit experience with Member to credit reporting
agencies and other creditors BBN Network reasonably believes are doing business with
Member. Member authorizes the references to release and/or verify information to BBN
Network at any time. Member agrees to promptly provide BBN Network such financial
information about the company and/or its principals (corporate officers, general partners
or owners, as applicable) as BBN Network may request from time to time. Member further
agrees to promptly provide, upon request, such certifications about the Member's continued
existence in good standing, as well as its continued authority to borrow and conduct
business, as BBN Network may request from time to time. Member's obligations under this
Section are independent of the extension of any line of credit to Member, and Member does
not have the right to change its duties or obligations under this Section in any way
including, without limitation, foregoing its right to receive credit. BBN Network has the
right to suspend Member's right to use Trade Ringgit Credits.
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The BBN Network operates on a fee basis: Members must pay Fees for
transactions conducted in the BBN Network. The Fee
Policy is available and is incorporated herein by reference, being an integral and
inseparable part of this Agreement. BBN Network reserves the right to change its Fee
Policy and thereby increase or decrease the Fees for services provided for some or all
members from time to time. Changes to the policy that waive, decrease or suspend such fees
are effective immediately. Changes to the policy that increase such fees are effective ten
(10) Business Days after the posting of such changes on the announcement board. BBN
Network may also temporarily decrease or suspend Fees for all or some Clients. Unless
otherwise stated, Fees are quoted and paid in Malaysian Ringgit.
Members are responsible for paying all applicable Fees and any and all
applicable taxes in a timely manner for transactions conducted in the BBN Network. Failure
to pay Fees in part or in whole is a breach of this Agreement. In addition to any legal or
contractual remedies it may have, BBN Network has the right to levy a late charge.
In the event Member believes there to be an error on a statement of
account issued by BBN Network or in a transaction log on the BBN Network, Member shall
notify BBN Network. BBN Network shall evaluate Member's claim within a reasonable time,
but in no event shall the initial response take longer than ten (10) Business Days.
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To the extent permitted by applicable law, BBN Network
has the right to set-off any cash obligations of Member to BBN Network with the full
amount of the positive balance in Member's Account in the BBN Network.
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asiaBarterZone.com is the online service of BBN Network.
asiaBarterZone.com acts as a venue to facilitate the listing of goods and services by
sellers and purchasing of such goods and services by buyers. BBN Network is responsible
only for providing a Clearinghouse and acting as a third party record keeper for Clients
in the Network. BBN Network will maintain and promote the asiaBarterZone.com, accurately
record and report trades on a monthly statement of account, and administer this Agreement
in accordance with its terms.
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Member bears responsibility for the authentication of the identity of any
Client it may trade with. Because client authentication on the Internet is difficult, BBN
Network cannot and does not confirm each client's purported identity. Members are
encouraged to communicate directly with potential trading partners and establish their own
standards for identity authentication.
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Member shall be responsible for maintaining the confidentiality of its
Member Trading Account and password and shall be responsible for any and all transactions
by users given access to such account or password and any and all consequences of use or
misuse of such account and password. Member agrees that all employees, agents,
representatives and others having access to the account and/or password shall (i) agree in
advance to be bound by the terms and conditions of this Agreement, and (ii) be vested by
Member with the authority to use the Service and legally bind Member, including without
limitation with respect to payments and transactions. Member shall be responsible for all
actions by such employees, agents, representatives and others, including but not limited
to former employees, agents, and representatives, and shall indemnify BBN Network for such
actions as set forth herein. BBN Network reserves the right to impose additional
conditions and restrictions upon multi-user accounts, including without limitation: (i)
requiring that each individual having access to an account separately register and obtain
a sub-account and password, and (ii) requiring an administrator to be appointed for the
account. User agrees to notify BBN Network immediately of any unauthorized use of any
password or account or any other breach of security regarding the Service of which Member
has knowledge.
Client agrees to provide current, complete and accurate information ("Registration
Information") during the process of registration with, and use of, the Service and to
update such information to keep it current, complete and accurate. BBN Network shall have
the right to use the Registration Information for such uses as reasonably required or
advisable for the Service and as set forth in BBN Network's Privacy Policy. Client agrees that BBN Network shall
have the right to remove from the Service or take any other action with respect to the
Registration Information deemed appropriate in BBN Network's sole discretion, including
but not limited to: (a) comply with legal process; (b) enforce this Agreement; (c) respond
to claims that any Content violates the rights of third-parties; or (d) protect the
rights, property, or personal safety of BBN Network, its Members and the public.
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Transactions conducted via the internet are concluded between Clients in
the following manner:
- Offer to Purchase.
A buyer makes an offer to a seller to purchase goods and services.
- Seller's Response.
The seller may (i) accept the offer, (ii) make a counteroffer, or (iii) reject the offer.
- Seller Accepts by Authorizing the
Transaction.
Seller may accept the offer of Buyer by "Authorizing" the transaction online.
Upon seller's authorization of a transaction, (i) seller receives an authorization from
the BBN Network and (ii) the agreed transaction amount is moved from the buyer's Account
and set aside. Trade Ringgit set aside may not be used by either buyer or seller.
Seller has up to fourteen days to Settle an Authorized transaction in the BBN Network by
showing proof (in the form of emailed or faxed confirmation of Delivery Order or
otherwise) that the goods or services have been dispatched, delivered or fulfilled,
otherwise the Trade Ringgit Credits revert to the buyer. Upon "Settlement", (i)
Trade Ringgit which have been set aside are transferred to seller's Account and (ii) the
transaction is deemed completed.
- Seller Accepts by Settling the Transaction.
Seller may accept an offer from a buyer by "Settling" the sale. A seller may
Settle a transaction only if the goods or services have been dispatched, delivered or
fulfilled. Upon seller's Settlement of a transaction, (i) seller receives an authorization
from the BBN Network, (ii) Trade Ringgit is transferred from the buyer's Account to
seller's Account and (iii) the transaction is deemed completed.
- Seller Makes a Counteroffer.
Seller may make a counteroffer to buyer containing altered or more detailed terms (i.e.,
final calculation of shipping prices). The counteroffer is sent to buyer. If buyer chooses
to accept the counteroffer, buyer makes a new offer, containing the terms of the
counteroffer to seller; seller responds as in Section 11(B) above.
- Seller Rejects the Offer.
Seller may reject the offer by "Rejecting" the offer.
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Each transaction in the BBN Network must be authorized. To receive credit
and Trade Ringgit for transactions, a Member who is a seller must: (i) obtain online
authorization and approval from BBN through the BBN Internet system; or (ii) 24 hrs Auto
Broker (Interactive Voice Response) system using a touch key phone or (iii) calling your
Trade Coordinator assigned during office hours.
BBN Network reserves the right to refuse to authorize or settle a
transaction in the event (i) buyer does not have sufficient Trade Ringgit or available
credits for the purchase; (ii) buyer or seller is not a Client in good standing; (iii) if
BBN Network has reason to believe the transaction is prohibited by law or by this
Agreement; (iv) seller has not previously authorized that the buyer has enough Trade
Ringgit; or (v) for any other lawful reason. Notwithstanding the foregoing, BBN Network
has no obligation to evaluate the lawfulness of any transaction conducted through the its
Network.
Anytime a Client's trade account is in a deficit position, BBN Network has
the right to demand immediate payment in cash for the total trade deficit due and owing
and may take any action to secure such payments if deemed necessary.
Although the BBN Network server logs and stores information concerning all
transactions, it is strongly recommended that Clients keep records of all transactions
conducted through the BBN Network system. In the event of an inconsistency between a
Client's records and the records maintained on the BBN Network server, the User
understands and acknowledges that the records maintained on the BBN Network server will
prevail to the extent necessary to resolve any inconsistency
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BBN Network is a trading/exchange company that acts solely as a
clearinghouse and third party record-keeper of barter transactions among its Clients. BBN
Network'S SOLE FUNCTION IS IN A BROKERAGE CAPACITY. CLIENT DOES HEREBY INDEMNIFY AND HOLD
BBN Network HARMLESS WITH RESPECT TO ANY CLAIM, DEBT OR LIABILITY WHATSOEVER, ARISING OUT
OF ANY TRADE EXCHANGE TRANSACTION WHEREIN CLIENT IS A BUYER OR A SELLER.
Although BBN Network may give referrals as a Service to its Clients, BBN
Network assumes no responsibility for the quality, timely delivery, warranty or dispute of
any nature between Clients with regard to any product or service being traded. Disputes of
any nature whatsoever will be settled by the buyer and the seller only by any method
including by way of dispute resolution by a body of competent jurisdiction by way of
interpleader of the bartered good or service or otherwise.
CLIENTS SHOULD EXERCISE THE SAME DILIGENCE ENTERING INTO TRADE
TRANSACTIONS AS THEY DO WITH CASH TRANSACTIONS. BBN Network DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, REPRESENTATIONS AND CONDITIONS OF TITLE, MERCHANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL BBN Network BE LIABLE TO YOU OR
TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION WITH
THE BARTERING FORUM LOCATED AT BBN Network INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST
PROFITS, LOST DATA, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN
IF CAUSED BY BBN Network NEGLIGENCE AND EVEN IF BBN Network HAS KNOWLEDGE OF THE
POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
PROVISION OF THE SERVICES DOES NOT IMPLY ENDORSEMENT OF THE GOODS OR
SERVICES BARTERED BY USERS. BBN Network HAS NO CONTROL OR MEANS OF CONTROLLING ANY CONTENT
OF GOODS OR SERVICES (INCLUDING MESSAGES, STATEMENTS, INFORMATION OR PICTURES DESCRIBING
SUCH GOODS OR SERVICE) POSTED BY CLIENT AND THEREFORE EXPRESSLY DISCLAIMS ANY LIABILITY IN
CONNECTION WITH SUCH CONTENT WHETHER TO CLIENT, OR TO ANY OTHER THIRD PARTY. If you are
dissatisfied with the Services provided by means of its website, the materials available
on or through BBN Network, or with any of BBN Network Client Agreement, your sole and
exclusive remedy is to discontinue using BBN Network and to spend out your Trade Ringgit
in accordance with the provisions of section 25.5 of this Agreement.
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If a Client purchasing goods or services does not receive the goods or
services provided for in a transaction, the said Client must report such failure to BBN
Network within ten (10) Business Days after Receipt of the applicable Statement of
Account. Upon receiving such notice, BBN Network will contact seller to request proof of
delivery of the goods or services. If seller cannot provide this proof, the Trade Credits
will be refunded to the buyer from the seller's Account. Failure of buyer to notify BBN
Network of errors may lead to the retention of funds by the seller. Seller or buyer may
also take action to settle the dispute themselves.
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Clients are solely responsible for the information they place into the BBN
Network. BBN Network bears no responsibility for information provided by Clients. Member
shall not place inaccurate, unlawful, defamatory or offensive information into the BBN
Network. Member agrees to indemnify and hold BBN Network and its subsidiaries, affiliates,
officers, directors, agents, and employees, harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due to or arising from information
placed on the BBN Network by Clients, including Member. Client content placed into the BBN
Network, including listings of goods and services, must be accurate. This means that all
text descriptions, graphics and pictures supplied to BBN Network (or that Member links to
the BBN Network) must be truthful in all respects. All listed items must be listed in an
appropriate category and may not be listed in inappropriate categories. BBN Network
reserves the right to remove any listing from the BBN Network and/or to change its
location in the BBN Network. Member will not list items that Member does not own or have
the right to sell. Member agrees to indemnify and hold BBN Network and its subsidiaries,
affiliates, officers, directors, agents, and employees, harmless from any claim or demand,
including reasonable attorneys' fees, made by any third party due to or arising out of
Member's listing.
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Member hereby grants to BBN Network during the term of this Agreement, a
fully-paid, worldwide right and license: (i) to modify and edit, reproduce and distribute
the Client Content on, through and in connection with the BBN Network; and (ii) to
reproduce and distribute reasonable excerpts of the Client Content in connection with BBN
Network's advertising, marketing and promotion of the BBN Network and Member's
participation in the BBN Network. Member hereby represents and warrants to and for the
benefit of BBN Network that: (i) Member either owns the Client Content and/or has all
rights in and to the Client Content sufficient to make the license grant of this Section
without subjecting BBN Network to claims of intellectual property infringement by virtue
of BBN Network's uses of Client Content; and (ii) the Client Content will not contain any
information which is obscene, defamatory, libelous, slanderous or that would otherwise
result in any actionable injury, damage or harm to any third party. Member agrees to
indemnify and hold BBN Network harmless from and against any and all damages, liabilities,
costs, fees (including reasonable attorney's fees) and expenses that BBN Network may incur
as a result of third party claims setting forth allegations that, if true, would
constitute a breach of the warranties made by Member in this Section.
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Clients are not permitted to in any way manipulate, alter, interfere with
or otherwise affect another Client's listings.
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Client Information means any information provided to BBN Network or other
Clients in the BBN Network, including information provided during the Member registration,
credit application, trading or listing processes. Member is solely responsible for the
accuracy and legality of Client Information it provides.
Client Information and all listings shall fully comply with BBN Network's current Restricted Items Policy, which is incorporated by
reference.
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BBN Network will post a Privacy Policy
online and will abide by the terms of that policy. The Privacy Policy is available for
review. The Privacy Policy is subject to change by BBN Network.
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BBN Network does not guarantee continuous, uninterrupted or secure access
to its services, and operation of its site may be interfered with by numerous factors
outside of its control. From time to time, access to its website may be altered or denied
for scheduled and unscheduled maintenance.
Member shall not (i) use any device, software, routine or other means to
interfere or attempt to interfere with the proper working of the BBN Network, its website,
its infrastructure, systems or components nor (ii) take any action that imposes an
unreasonable or disproportionately large load on the BBN Network, its website, its
infrastructure, systems or components. Much of the information on the BBN Network is
updated on a real time basis and is proprietary or is licensed to BBN Network by third
parties. Member shall not copy, reproduce, alter, modify, create derivative works, or
publicly display any content (except for the Member's own Client Information) from the BBN
Network without the prior express written consent of BBN Network.
Member shall be liable for any damage (including consequential damages)
caused to BBN Network, its website, its infrastructure, systems or components or other
Clients as a result of Member's breach of this Section.
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BBN Network shall have the right to change, suspend or discontinue any
aspect of the Service at any time, including hours of operation and availability of any
Service feature, database or content without notice and without liability. BBN Network
shall have the right to impose limits on certain features and services or restrict access
to parts or all of the Service without notice and without liability.
BBN Network shall have the right to establish general practices and limits concerning use
of the Service, including without limitation the maximum number of days that listings,
email messages, message board postings or other uploaded content will be retained by the
Service, the maximum number or size of listings Client may post on the Service, and the
maximum number of times (and the maximum duration for which) Client may access the Service
in a given period of time.
BBN Network does not warrant that the functions contained in the Service
or any materials or content contained therein will be uninterrupted or error free, that
defects will be corrected, or that the Service is free of viruses or other harmful
components.
BBN Network shall not be responsible for any service interruptions, including, but not
limited to, power outages, system failures or other interruptions that may affect the
receipt, processing, acceptance or completion of listings and/or transactions on the
Service.
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All amended terms shall automatically be effective ten (10) Business Days
after they are initially posted on the BBN Network's website, unless a shorter term is
specified in this Agreement.
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Member is in default of this Agreement if any one of the following occur:
(a) Member does not make a required payment on the Account by the due date; (b) Member
becomes generally unable to pay Member's debts or obligations (including a negative Trade
Ringgit balance in Member's Account) or Member ceases to do business as a going concern;
(d) Member provides BBN Network with any false or misleading information or signature on
the Account application or fails to notify BBN Network if any information previously
provided becomes false or misleading, (e) Member dies, (f) Member files a petition or
starts other proceedings under Bankruptcy Code or any state insolvency statute; (g) BBN
Network believes, that the likelihood of Member performing all its obligation under this
Agreement has been impaired; or (h) Member is found to have engaged in deceitful trading
practices or otherwise undesirable or harmful conduct as determined by BBN Network.
If any event of default should occur, BBN Network may take, without
limitation, any or all of the following actions: (a) declare the negative balance on the
Account to be immediately due and payable in Malaysian Ringgit, with or without notice to
Member; (b) demand Member to repay the negative balance subject to the terms and
conditions of this Agreement; (c) immediately terminate Member's right to transact in the
BBN Network. Upon demand following Member's default as defined in this Section, Member
must immediately pay the negative balance and all other fees and charges in Malaysian
Ringgit.
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Without limiting other remedies, BBN Network may immediately issue a
warning, temporarily suspend, indefinitely suspend or terminate Member and refuse to
provide access to the BBN Network: (a) if Member breaches this Agreement or the documents
it incorporates by reference; (b) if BBN Network cannot verify or authenticate any
information Member provides to BBN Network or other Clients in the BBN Network; (c) if BBN
Network concludes that Member's actions may cause legal liability to other Clients or to
BBN Network; (d) if Member is found (by BBN Network or other third parties) to have
engaged in fraudulent activity; (e) if BBN Network believes that Member's actions may
cause legal liability for Member, other Clients or BBN Network; or (f) for any
commercially reasonable reason.
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1 Any Member whose cash fees are more than 60 days past due will be
considered "not in good standing" and will not be entitled access to the BBN
Network Web Site for trading purposes.
2 If Member's are 90 days past due, Member grants to BBN Network, at that
time, a security interest in all of the Trade Ringgit in your account, and BBN Network may
close Member's account, terminate Member's relationship with BBN Network and apply all of
the Trade Ringgit in Member's account to any outstanding cash balance due.
3 BBN Network reserves the right to freeze and/or cancel a Member's
account if:
- BBN Network has received more than 3 complaints in relation to a given
Member for poor performance, charging in excess of Member's normal business prices or
violating these Rules or the Client Agreement;
- Member is charging cash and/or not abiding by the User Agreement;
- Member commits fraud;
- Member is 60 days past due with their outstanding cash fees;
- BBN Network determines that there is reasonable cause for such termination;
or
- Member breaches any term of the Client Agreement
4 Client may request that their accounts be placed on standby/inactive
status provided that:
- Member's account must not be in a deficit position;
- Member must give BBN Network 30 days written notice; and
- Member's account must not be frozen or otherwise suspended.
5 BBN Network or Member may cancel this Agreement after 30 days written
notice to the other party. Upon cancellation in accordance with this section 25.5, all
Trade Ringgit due Member must be spent, within 90 days, on products and services available
through BBN Network and the Member may stay active for the 90 day period and spend the
balance until purchases equal sales by paying BBN Network in advance the cash commission
and service fees on the positive balance. Any outstanding balance due BBN Network must be
paid in full within 30 days in cash. BBN Network may require advance payment of fees. Upon
termination Member must immediately surrender its BBN Network identification card, if
applicable, to BBN Network. All obligations under these Rules and the BBN Network Client
Agreement will survive termination of the Member's subscription.
6 In the event this Client Agreement is canceled, there will be no refund
of any fees.
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Member hereby grants BBN Network a secured interest in all Trade Ringgit
credited and to be credited to Member's account to secure the amount of all unpaid Fees
and other obligations of Member to BBN Network. In the event of insolvency or bankruptcy
of Member, all Fees and other obligations to BBN Network shall become immediately due and
payable in full in Malaysian Ringgit.
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THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND
INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS
IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BBN Network AND ITS SUBSIDIARIES AND
AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON
THE SERVICE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE
USED ON OR ACCESSED THROUGH THE SERVICE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS
TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF
SENSITIVE INFORMATION THROUGH THE SERVICE OR ANY LINKED SITE. BBN NETWORK AND ITS
SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IT IS
SOLELY USER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR
VALIDITY OF ALL OPINIONS, ADVICE, SERVICE, PROMOTIONS, ADVERTISEMENTS, AWARDS, PRIZES OR
OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL GOODS AND SERVICES, OFFERED
ON THE SERVICE.
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Under no circumstances shall BBN Network be responsible to pay any sales,
consumption and excise, or other tax on behalf of any Member. A Trade may be treated as
taxable event for the purposes of Federal and State government tax purposes and the
obligation to declare, report and account for all Federal and State government tax
purposes resulting from the Trades rests with the Members participating in the Trade
Transaction. Each Member hereby indemnifies asiaBarterZone.com in respect of any penalty
charge or cost which may be imposed or incurred in respect of any failure to comply with
Federal or State government tax laws in respect of any Trade in which the Member
participates. Members acknowledge and agree that BBN Network may be required from time to
time to make disclosure to Federal and State government authorities in relation to Trades.
BBN Network is authorized to provide any information to and to co-operate at any way with
such authorities, in such manner as they in their absolute discretion think fit, and
whether or not BBN Network is obliged by law to furnish such information or to provide
such co-operation. BBN Network shall not be liable to any Member in respect of information
furnished to or co-operation with such authorities, in any circumstances whatsoever.
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Member agrees to indemnify and hold BBN Network and its subsidiaries,
affiliates, officers, directors, agents, and employees, harmless from and against any and
all claims, demands, lawsuits, damages, costs, fees (including reasonable attorneys' fees)
and expenses arising out of: (i) Member's breach of this Agreement (inclusive of any
documents it incorporates by reference), (ii) Member's violation of any law; (iii)
Member's violation or infringement of the rights of any third party (including, without
limitation, intellectual property and other proprietary rights); (iv) any and all actions
taken by Member in connection with the BBN Network; and (v) any and all goods and/or
services made available by Member through the BBN Network including, by way of example and
without limitation, claims arising from the design or manufacture of such goods and
Member's provision, or failure to provide, customer support.
Member hereby releases and indemnifies BBN Network from any liability
associated with the full or partial failure or other malfunction of the online and other
computer elements of the BBN Network or with its website, its infrastructure, systems or
components.
Because BBN Network is not involved in the actual transaction between
buyers and sellers, Member hereby releases BBN Network (and its officers, directors,
agents and employees) from any and all claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected with a dispute between
Member and one or more other Clients.
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Member and BBN Network are independent contractors. Member shall not have
power or authority and shall not purport to bind or obligate BBN Network in any manner or
for any liability whatsoever. Neither Member nor any person or enterprise affiliated with
Member is, or may be considered as, a distributor, agent or representative of BBN Network
or any of its affiliates and no agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship is intended or created by this Agreement.
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Except as explicitly stated otherwise, any notices shall be made by (i)
personal delivery, (ii) prepaid registered or certified (return receipt requested) postal
mail, or (iv) email: (a) for Member, to the email address Member provides to BBN Network
during the registration process. For purposes of this Section, notices shall be deemed
effective (i) upon receipt if made by personal delivery or overnight courier service, (ii)
three Business Days after dispatch, if by registered or certified mail, or (iii) one
Business Day after dispatch, if by email. Each party may change its address for delivery
of notice by providing notice of such change in accordance with the terms of this Section.
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This Agreement shall be governed in all respects by the laws of Malaysia.
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If any provision of this Agreement is held to be invalid or unenforceable,
such provision shall be struck and the remaining provisions shall be enforced.
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BBN Network's failure to act with respect to a breach by Member or others
does not waive its right to act with respect to subsequent or similar breaches.
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Nothing in this Agreement is intended nor shall be construed to give any
person or entity, other than Member and BBN Network, any legal or equitable right, remedy,
or claim under or in respect to this Agreement or any provision contained herein.
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In the event of circumstances not reasonably within the control of BBN
Network, including but not limited to disaster, earthquake, breakdown or temporary failure
of the Internet, any mechanical, electronic or communications failure, war, riot, or civil
insurrection, which results in the unavailability of the BBN Network or the inability to
transmit or receive information electronically, BBN Network shall not have any liability
or obligation for delay or failure to provide services under this Agreement to Member or
any other Client.
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This Agreement, inclusive of those documents incorporated herein by
reference, contains the complete and final statement of the understanding of the parties
with respect to the subject matter of this Agreement. This Agreement supersedes any and
all prior or contemporaneous negotiations, agreements or communications, whether written
or oral, between the parties with respect to the subject matter of this Agreement.
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The services hereunder are offered by Barter Business Network S/B located
at Suite 12-H, Wisma Boon Siew 1, Penang Road
10470 Penang, Malaysia
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