|B2B Moonlighting is a clearinghouse Service provided by Urban Fair Trade. All transactions are tendered with Member gift certificate vouchers that are transferred, in whole or in part, between the Members. Member access to the Service is completely at the discretion of Urban Fair Trade, and
Member access to the Service may be blocked, suspended, or terminated at any time for any reason including, but not limited to, violation of this Agreement, actions that may lead to liability for B2B Moonlighting or its the Members and violation of applicable laws or regulations.SERVICES:
Members agree to issue gift certificate vouchers from their businesses to B2B Moonlighting for the purposes of managing their trade accounts and transactions. Further, the Member extends to B2B Moonlighting all rights to repackage and market those vouchers in denominations that are customarily used by the Member, cumulatively up to the total value of the original gift certificate value.
The selling Member (“Seller”) agrees to stand behind its goods and services as with any of its other business transactions, and the purchasing Member (“Buyer”) acknowledges that its sole remedy for any
claim shall be the Seller.
B2B Moonlighting provides no express or implied warranties including implied warranties of merchantability and fitness. B2B Moonlighting shall not be liable for consequential damages. The Client’s sole remedy for any claimed breach of warranty shall be a refund of B2B Moonlighting’s service charge on the applicable transaction and refund the Client’s account balance.
If a Member is presented with a voucher which he or she suspects, in good faith, is fraudulent but is potentially a clearinghouse error, the Member may, nevertheless, redeem the voucher and recover its value in their account from B2B Moonlighting. (Obvious forgeries are exempt from this provision)
All purchases shall be transacted using the same terms and procedures as would be used in any purchase that transacts with the SELLER’S gift certificates.
B2B Moonlighting Member accounts are recorded and maintained in “AMPs”, each of which has a representative worth of one dollar (US) in asset value.
Sales, Purchases and Transaction Fees result in immediate Account adjustments.
DISCRETIONARY DEPOSITS (STRATEGIC DEPOSITS):
Members may claim credit from future exchanges by transferring gift certificates to B2B Moonlighting.
“AMPs” are secured with a system capital reserve account that is maintained by B2B Moonlighting. This account is a proprietary assortment of gift certificate vouchers that is maintained at a level which is eight percent (8%) higher in value than the total of all points in the accounts of all B2B Moonlighting Members.
Accounts earn one percent (1%) interest per month on their average balances for that month.
MEMBER ACCOUNT CANCELLATIONS:
B2B Moonlighting and/or the Member have the right to terminate this Agreement and close the B2B Moonlighting account upon thirty (30) days written notice. If a positive trade balance exists in the account, B2B Moonlighting will maintain the account in “IDLE” status until such time as the Member zeros-out the account balance. If, through the Member’s Discretionary Deposits, transaction fees collected, or any other means, B2B Moonlighting holds rights to any gift certificate voucher value granted by the Member, the Member agrees to redeem said value for B2B Moonlighting under the terms of the Clause 4 (Trading Procedures).
Members make their accounts “Idle” by not declaring a trade limit for any given month. This status may be maintained for up to six consecutive months by any Member, or up to nine months by
Members with seasonal businesses. During “Idle” status, Members may purchase from other Members and support their accounts with Discretionary Deposits that may not exceed one half of the average
B2B Moonlighting charges a six percent (6%) transaction fee to the Buyer at the time of each gift certificate purchase. This fee is automatically deducted from the Seller’s account at that time of the certificate’s purchase. (Purchases by non profit members are not charged)
One half of this fee (3%) will be credited to the seller's choice of qualified agencies or to Five Star Pixie projects.
PARTIES TO THIS AGREEMENT :
This Agreement is between B2B Moonlighting and the Client, or the Client’s successor(s), assigns or heir(s). The principal of the Client shall give B2B Moonlighting immediate notice of transfer of its ownership, cessation of business, filing of bankruptcy or other substantial alteration in the financial status the of Client or its principal.T he Client agrees to abide by these Terms and Conditions and any other B2B Moonlighting rules or regulations, as amended from time to time, and understands that these Terms and Conditions, including but not limited to fees, may be amended from time to time by B2B Moonlighting. Client will receive thirty (30) days email notice of any change to these Terms and Conditions and the changes will be posted on the site’s internet pages as both a notice on the homepage and as a revised Terms and Conditions page.
This agreement shall be governed, interpreted and construed according to the laws of the Commonwealth of Pennsylvania, unless superceeded by applicable laws of the states in which B2B Moonlighting operates or by regulations of the United States Postal Service.
Venue for any legal action by any party to this agreement to interpret, construe or enforce this agreement shall be in a court of competent jurisdiction in and for the City of Philadelphia Pennsylvania.
The Member agrees to indemnify and hold harmless B2B Moonlighting, their suppliers and licensees, officers, directors, employees, agents and affiliates from any claim, liability, loss, damage, cost, or expense (including, without limitation, reasonable attorney’s fees) arising out of or related to the Member’s use of the Service, any materials downloaded or uploaded through the Service, any actions taken by the Member in connection with their use of the Service, any violation of any third party’s rights or any violation of law or regulation, or any breach of this agreement. This Section will not be construed to limit or exclude any other claims or remedies that B2B Moonlighting may assert under this Agreement or by law.
This Agreement shall not be construed as creating a partnership, joint venture, or granting a franchise between the parties.
Except as otherwise provided above, any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. B2B Moonlighting’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement shall waive or impede B2B Moonlighting’s right to comply with law enforcement requests or requirements relating to your use of this Service or information provided to or gathered by B2B Moonlighting with respect to such use.
This Agreement, the Member’s Application, Website-Posted materials, and B2B Moonlighting Transaction Forms constitute the complete and entire statement of all terms, conditions and representations of the agreement between the Member and B2B Moonlighting with respect to its subject matter and supersedes all prior writings or understanding.
NOTIFICATION & TRAINING OF EMPLOYEES:
Members are required to inform and train their employees in the terms of this agreement and the proper redemption procedures for certificate vouchers.
VALIDATION OF AGREEMENT:
This agreement will be considered valid and accepted upon receipt of The Member’s Initial deposit.
Each additional deposit, whether discretionary or from a voucher purchase through B2B Moonlighting shall be considered reaffirmation of agreement with all terms contained within this document.
If any one or more of the provisions of this agreement are determined to be unenforceable, in whole or in part, the remaining provisions shall remain fully operative.
Date of These Terms: March 31, 2020