Barter Media Solutions

Terms & Conditions

A. CONTRACT AND MODIFICATION OF CONTRACT

The following terms & conditions constitute the contract by and among Member ("Member") and Media Funding Solutions LLC d/b/a Barter Media Solutions   Clark County Nevada (hereinafter referred to as BMS and/or the exchange). Any use of the to facilitate a transaction by a Member constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by BMS. They apply to all BMS Members and to all transactions facilitated by BMS.

B. PARTICIPATION IN THE EXCHANGE

1. NATURE OF THE PARTIES

1. BMS is an association of businesses and professionals who have joined together to do business with each other through an organized bartering system, which uses BMS Trade Dollars as a common currency.

2. BMS regulates the Exchange. BMS acts as a third party record-keeper and administers the clearinghouse function of the Exchange for the Members. BMS may contract with others to provide all or part of such services.

3. Member is a bona fide and legal business that desires to do business with other members of the Exchange and hereby subscribes to BMS's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

4. BMS reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.

5. The signer of this agreement hereby certifies that they are over 18 years old and are authorized to sign this agreement on behalf of the Member.

C. DISCLAIMER OF WARRANTY AND LIABILITY

BMS makes no representation or warranty; either expressed or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold BMS 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 Exchange, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against BMS arising out of any computer or software malfunction or processing errors.

D. TAXES

Each Member must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to BMS before engaging in any transaction through the Marketplace. By signing a Member application, you thereby declare and affirm that your taxpayer identification number (or, if applicable, social security number) you provide to BMS is valid and correct. Members shall be solely responsible to collect and remit, and to declare and report all applicable federal, state, provincial, local and municipal taxes, including appropriate sales and excise taxes and GST, resulting from any trade transaction to the appropriate taxing authorities as required by law. Under no circumstances are BMS responsible to pay any sales, excise, GST, use or other taxes on behalf of any Member. Transactions involving BMS dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes. It is Members responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from BMS dollar transactions rests solely with you. In the U.S., BMS are required by law to submit a 1099B for each Member account to the IRS each year reporting the gross sales of the account. In Canada, transactions are deemed within the purview of the Income Tax Act, and transactions should be reported to Revenue Canada per applicable law. You agree to indemnify and hold BMS harmless for any actions BMS take to comply with federal, state or provincial, and local laws.


E. ADMINISTRATION OF THE EXCHANGE AND BMS TRADE DOLLARS

1. Nature of BMS Dollars. The term "BMS dollar" and/or BMS trade credit refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of products and services among Members of the Exchange. BMS dollars denote the right to receive products or services available from other Members, or the obligation to provide products or services to other Members. BMS dollars are not legal tender, securities, or commodities, are not an obligation of BMS, and cannot be redeemed for cash or legal tender. In no event shall BMS be required to refund, redeem or pay any amounts to any Member for any BMS dollars, or allow conversion or liquidation of BMS dollars into cash or legal tender. BMS dollars may not be bought or sold for cash by BMS members. For purposes of transacting and record-keeping within the Marketplace, one BMS dollar shall be assigned a value equivalent to one dollar of the country in which the Members Account resides. BMS dollars shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Members in any way, directly or indirectly, except as required for The bona fide payment for products and services through the Marketplace, In each case in accordance with these Rules. BMS disclaims any and all responsibility for the negotiability of BMS dollars.

2. Members Account. BMS is not a bank. Your Account is denominated solely in BMS dollars (except to the extent you may be billed for selected cash Fees pursuant to Section C above). Your Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other such governmental or quasi-governmental agency. All BMS dollars generated by transactions entered into by Member will be commingled in your Account, and can be used (i) by you or any Authorized User as Buyers in other transactions, (ii) by BMS to set-off any amounts (including, but not limited to obligations denominated in BMS dollars owed by Member under this Agreement, (iii) by us to reduce any negative Account Balance arising from transactions previously entered into by you or any Authorized User.

3. Positive and Negative Balances. A positive Account balance (i.e. a credit balance) denotes your right to purchase advertising and/or others goods and services offered by BMS and/or other Members willing to accept BMS dollars in payment for those products and services. A negative Account balance (i.e. a debit balance) creates an obligation on the Member to sell products or services to BMS and/or other Members to the extent of the BMS dollar deficit.

4. Special Offers and Promotions. BMS may, in its sole discretion, make special offers and promotions, such as reduced enrollment, fees, incentives, automatic minimum starting revolving credit lines or other benefits, available to all or some Members without creating any obligation on our part other than as explicitly set forth in such offers or promotions, including, but not limited to, any obligation to continue such offers or promotions on an ongoing basis. In addition to 100% BMS trade offerings - BMS may also enter into contracts with third party providers to offer their products or services to Members through the Marketplace in exchange for payment from Members partially in the currency of the country in which the Members Account resides and partially in BMS dollars. BMS, at its sole discretion, may designate such providers as the exclusive provider of particular classes of products or services within the Exchange and prohibit other Members from transacting such classes of products or services during any period of exclusivity granted to the third party provider.

5. Restrictions. BMS may, in its sole discretion:

* Restrict the use of BMS dollars deposited in an Account for a transaction for a period of time after the completion of such transaction and thereafter pending resolution of any dispute regarding such transaction,
* Modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Member (However  it is the business practice of BMS to generally keep credit lines intact for members whose accounts remain in good standing on an ongoing basis
* Under certain circumstances - Require escrow, vesting or other procedures before the Member can use BMS dollars in the Account, or
* Cancel, freeze and/or otherwise restrict sales or purchases or the use of BMS dollars in the Account by the Member in connection with a Default by Member

F. NATURE OF BMS TRADE DOLLARS

Members conduct transactions (purchases or sales of goods or services) using the BMS accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of BMS Trade Dollars.

An " BMS Trade Dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between BMS exchange members, backed only by the goods and services available within the Exchange, and regulated by BMS. BMS Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by BMS Members. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither BMS nor Member shall consider BMS Trade Dollars as legal tender, securities, or commodities. BMS disclaims any and all responsibility for the acceptance or negotiability of BMS Trade Dollars or for the availability of goods or services from any source.

G. LIABILITY FOR BMS TRADE DOLLARS

Member acknowledges that BMS Trade Dollars in the Exchange (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that BMS transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members who owe BMS Dollars to the Exchange and are not the liability of BMS.

H. BMS EXTENSIONS OF CREDIT

1. Member grants to BMS the right to make BMS Trade Dollar Extensions of Credit, either in the form of loans or revolving lines of credit to BMS and any and all member(s) of BMS. Member grants to BMS the right and power to administer credit operations, and to charge interest and/or fees for this service. Member understands and acknowledges that all aspects of BMS Trade Dollar Extensions of Credit are within the sole discretion of BMS. Member understands that BMS at times may run membership specials that involve BMS granting automatic lines of credit to new approved members. Members wishing to apply for credit and/or apply for additional credit. may at times also be required to submit any or all of the following if BMS in its sole discretion deems necessary: a loan application, financial statement, credit agreements, promissory note, provide collateral or to prepay cash service fees prior to approval. BMS is under no obligation to extend credit at any time  however Member understands and grants to BMS the right and power to run membership specials that may involve BMS granting automatic lines of credit to new approved members. BMS will use its best efforts to ensure timely repayment of principal and service fees through appropriate perfection and foreclosure of security interests.

2. Member grants BMS the right to extend loans in BMS Dollars to other Trade Exchanges, Media Companies and Affiliates with whom BMS have reciprocal trade agreements. Member acknowledges that such arrangements are designed to improve the benefits to BMS Members.

I. RIGHT TO REGULATE AND BORROW

1. Member acknowledges and grants to BMS the right and power and sole discretion to regulate and control the number of BMS Dollars within the Exchange.
2. Member grants to BMS the right and power to borrow from the Exchange.
3. Member grants to BMS the right and power to sell BMS Trade Dollars for cash. Member is NOT authorized to sell BMS Trade Dollars for cash.

J. SUSPENSION OR TERMINATION

If Member violates this Agreement or the currently effective Policies and Procedures, BMS may immediately terminate Member's account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, BMS may reinstate Member or unfreeze Member's account.

Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:

1. All cash and BMS Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.

2. Any Member with a negative account balance (where purchases exceed sales) must balance their account with BMS Trade Dollars within thirty days of termination date. After said thirty-day period, Member must immediately pay BMS any remaining negative balance in cash.

3. Any Member with a positive balance (where sales exceed purchases) must spend out their account within ninety days of termination. Any trade dollars remaining after ninety days will become the property of BMS.

4. If any fees owed by member are past due for 90 days, Members account at BMS discretion may be suspended, frozen or closed. BMS may close any Account that is in a seriously delinquent status (seriously delinquent is defined as overlimit for 90 days or longer or fees past due for 90 days or longer. If member account is closed any positive balance of BMS trade credits in such seriously delinquent account may be forfeited by member unless all outstanding Fees due are paid in full. If your Account is not in good standing and it also has a negative BMS trade credit balance on the date of Account forfeiture, an amount equal to the dollar equivalent, in the currency of the country in which the Members Account resides, of the negative Account Balance shall be immediately due and payable by you to BMS (regardless of any Credit Line in place at the time of Account closure). The Account may be reestablished and the BMS trade credits returned to such Account if the Member pays BMS all outstanding Fees, together with all Fees that would have accrued during the period between Account closure and Account re-establishment.

K. FEES

1. Members pay a one-time enrollment fee of $595 and an annual renewal fee of $0.00 the enrollment fee and/or renewals fee may be modified, reduced or eliminated at times for membership specials that BMS is promoting.

2. Members pay monthly membership dues of $25.00 per month in cash.

3. Purchase Fees- Members simply pay BMS a 15% transaction fee in cash on the BMS trade credit portion of any purchase

Example:   member purchases a print ad in a magazine for $10,000 BMS trade credits member pays an ad placement fee to BMS of $1,500 in cash  All fees are due in full at time of purchase

4. Sales Fees – Members pay zero ($0.00%) fees on sales of members products and services

5. While the majority of all advertising opportunities presented by BMS to its members will be offered at 100% trade  BMS may at times offer its members some advertising opportunities that are on a part cash  part trade basis in those cases  member shall only pay BMS its 15% ad placement fee on the trade portion  example  member purchases a print ad in a magazine for $6,000 BMS trade credits and $4,000 cash member pays a 15% ad placement fee on the $6,000 trade amount and pays no ad placement fee of the $4,000 amount.

6. All ad placement fees are due in full at the time of the transaction or the advertising placement will not be processed. Member may do this by having a debit or credit card on file.  BMS at its option may also accept payment for this by business check from Member (check must clear before member receives credit for payment).  BMS at its option may also accept payment for ad placement fees by bank wire transfer or EFT

7. Fees paid to BMS are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, BMS will not be obligated to refund any fees it has received. In certain exceptional circumstances an approved cash credit may be applied to Member's accounts.

8. Credit Line Interest: Members are charged one percent (1.0%) cash interest per month on any outstanding negative balance.  Member may pay this by having a debit or credit card on file.   BMS at its option may also accept payment for this by business check from Member (check must clear before member receives credit for payment).  BMS at its option may also accept payment for ad placement fees by bank wire transfer or EFT

Negative Balance Interest Computation -

Interest computed as follows: Interest is to be paid by Member to BMS for any outstanding negative balance amount in Member's account that is reflected on the close of business on last day of each month. If Member's account balance is positive at the end of given month then no interest is due for that month.

Example 1 - on January 1, 2012 Member's BMS trade account balance is positive $25,000 and Member has a $100,000 revolving advertising purchase credit line that is charged at the rate of 1% interest per month on any outstanding negative balance amount in Member's account that is reflected on the close of business on last day of each month. Member makes no sales for the month of January and on January 30, 2012 member purchases $100,000 in print ads to March 2012 and April 2012 - At the end of day on January 31, 2012 Member's BMS trade account balance is now negative $75,000 - The interest owed for ending balance of -$75,000 for January 2012 is $750.00

Example 2 - on January 1, 2012 Member's BMS trade account balance is negative $75,000 and Member has a $100,000 revolving advertising purchase credit line that is charged at the rate of 1% interest per month on any outstanding negative balance amount in Member's account that is reflected on the close of business on last day of each month. Member makes a sale of their products and services on January 30, 2012 in the amount of $100,000. At the end of day on January 31, 2012 Member's account balance is now positive $25,000 - Since the Member's BMS trade account balance was positive at the end of the last day of the month there is no interest owed for the month of January 2012.

 



9. A $10 per month late fee or interest of 1.5% per month (whichever is greater) may be charged on any fees that are 30 days past due.

10. If Member cancels their account or BMS suspends Members account, BMS may charge a re-instatement fee.

11. Modification of Fees. BMS may modify our Fee policy and the Fees assessed to your Account at any time in our discretion, by written or email notice, or by posting the amended terms on the BMS website. As stated in the member agreement, all amended terms shall automatically be effective 28 days after they are initially posted on the BMS website. In addition, BMS will notify you of amendments by email. Your use of the Marketplace or the BMS website after the changes are implemented constitutes your acceptance of the changes. Even in the absence of a transaction, the implemented changes will apply to any negative Account balance remaining outstanding, any cash Fees remaining unpaid, and any pending (but not yet authorized) or future transactions by you or any Authorized User.

12. BMS may close without prior notice any Account that is in a seriously delinquent status (seriously delinquent is defined as overlimit or fees past due 90 days or longer. Any positive balance of BMS trade credits in such seriously delinquent account may be forfeited by member unless all outstanding Fees due are paid in full. If your Account is not in good standing has a negative BMS trade credit balance on the date of Account forfeiture, an amount equal to the dollar equivalent, in the currency of the country in which the Members Account resides, of the negative Account Balance shall be immediately due and payable by you to BMS (regardless of any Credit Line in place at the time of Account closure). The Account may be reestablished and the BMS trade credits returned to such Account if the Member pays BMS all outstanding Fees, together with all Fees that would have accrued during the period between Account closure and Account re-establishment. BMS may, in its sole discretion, require advance payment of Fees.

13.  Barter Media Sales Guarantee

BMS Guarantees that Member will make new sales through BMS at least equal to the amount Member spends on advertising through BMS. Details of the guarantee are as follows:

BMS makes this guarantee to Member if Member chooses to make advertising purchases in advance using their BMS revolving barter credit line

If after 12 months from the date of Member's advertising purchase using Member's BMS revolving barter credit line Member's BMS account is in good standing and Member has not made enough sales through the BMS trade system to equal the amount Member spent on Member's ad purchase using said credit line -- then-- at the end of 12 months from the date of Member's ad purchase BMS will buy goods and services directly from Member to make up any difference. Example – Member buys a $25,000 magazine ad through BMS in September 2012 – over the next 12 months from the date of purchasing the ad Member only makes $5,000 in sales through the BMS trade system - after the end of 12 months from the date of the ad was purchased in Sept 2012 BMS will buy $20,000 in products and/or services from Member. This guarantee applies to any amount of advertising Member purchases through BMS - example: Member buys $25,000 of ads through BMS....BMS guarantees Member will make $25,000 in new sales through BMS - Member buys $100,000 in ads through BMS - BMS guarantees Member will make $100,000 in new sales through BMS - Member buys a million dollars in ads through BMS and BMS guarantees Member will make a million dollars in new sales through BMS. The guarantee not only applies to Member's initial ad purchase but Member's subsequent ad purchases as well.

BMS only asks Member in return to agree to keep their BMS trade account open and in good standing and that Member continue their BMS trade membership for at least an additional 12 months after the date BMS makes the purchase to fulfill its sales guarantee to Member.

Membership also includes the promotion of Member to other BMS trade members and BMS reciprocal trading partners and affiliates. BMS actively promotes Member in an effort to increase Member's sales and increase Member's advertising purchasing power through BMS' trade system.

Upon being approved for membership - Member's BMS advertising trade account will be opened and Member will be granted an initial revolving barter credit line of at least $25,000 up to $2 million dollars or more and Member can begin a can begin purchasing the advertising Member needs right away If Member needs additional credit - after Member's BMS advertising trade account is opened - Member may apply to increase Member's revolving line of credit.

Member further agrees that when Member makes a sale of their goods and services to Barter Media Solutions ("BMS") and/or Barter Media Solutions members or affiliates Member must supply the promised goods and/or services that Member sold in a timely fashion.

Member further agrees that if Barter Media Solutions purchases goods and services (or gift cards/gift certificates redeemable at members business) directly from member in order to fulfill BMS's guaranteed sales program to member as specified above – if Member does not deliver the goods and/or services as promised on said guaranteed sale transaction and/or refuses to honor and/or redeem said gift cards, gift certificates or is unable to fulfill their obligation in whole or in part to provide the promised goods and services then Barter Media Solutions shall retain the right to reverse the sales guaranteed sales transaction in question and collect in cash from Member the unpaid negative balance resulting from the reversal plus any interest that would have accrued on unpaid balance from the date of the original purchase and additionally Members' account shall be considered in default .

 



L. MISCELLANEOUS

1. Changes to Member Agreement. BMS reserves the right to alter and change the terms of the Member Agreement. BMS may amend this Member Agreement at any time by posting the amended terms on the BMS website. Unless otherwise amended in writing signed by you and BMS, all amended terms shall automatically be effective 28 days after they are initially posted on the BMS website. In addition, you will be notified of such alteration or change to the Member Agreement by email. You agree that your use of our Services after notification of any changes to the Member Agreement constitutes agreement to the terms of the changed Member Agreement.

2. LEGAL REQUIREMENTS

Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. BMS shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold BMS liable for any action BMS takes to comply with applicable laws or regulations.

3. NO WAIVER OF RIGHTS

BMS's failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BMS's remedies are cumulative and are not exclusive of any remedies provided by law.

3. SEVERABILITY; ATTORNEY'S FEES

Every item contained in this agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by BMS, Member shall pay BMS reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.

4. DISSOLUTION

If the BMS terminates or otherwise ceases to do business, all Members in a negative BMS Trade Dollar position will pay amounts they owe in cash (one BMS Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members who are in a positive BMS Trade Dollar position. BMS is not liable to any Members for cash or BMS Trade Dollars beyond the distribution of such funds.

5. SECURITY INTEREST

Security Interest. You hereby grant BMS a security interest in all BMS dollars credited and to be credited to your Account to secure the amount of all of your unpaid Fees and other obligations to BMS (whether payable in BMS Dollars or cash), whether incurred by Member or any Authorized User. If Member becomes insolvent or bankrupt, all cash fees shall be due and payable in full. BMS shall have the option in lieu of filing as a creditor of treating the BMS dollar balance as equal in value to the amount of cash fees owing, and terminating the account; provided however, that if BMS does receive all of its cash fees in full, BMS shall reinstate the BMS dollars to the Members account..

7. FAX & E-MAIL SIGNATURES

BMS will, and Member agrees that BMS may, accept a faxed or e-mailed signature as an original, legal signature.

8. WARRANTY OF INFORMATION

Member warrants that it provides all information to BMS in good faith and that such information is accurate to the best of Member's knowledge.

9. ENTIRE AGREEMENT

Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.

10. NO WAIVER OF RIGHT

BMS's failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BMS's remedies are cumulative and are not exclusive of any remedies provided by law.

11. INDEMNIFICATION

MEMBER AGREES TO HOLD HARMLESS Barter Media Solutions and its parent company National Barter Network LLC and its, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBER'S PARTICIPATION IN ANY OF BMS'S TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.

12. APPLICABLE LAW

This agreement shall in all respects be construed under the laws of the State of Nevada.

13. No Waiver of Right. BMS's failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BMS's remedies are cumulative and are not exclusive of any remedies provided by law.

14. Entire Agreement/Severability. This Agreement and the Attachments constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. If any provision of this Agreement is determined by any court to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.

15. Attorney's Fees. In the event an arbitration, suit or action is brought by any party under this Agreement (including the documents referred to herein), to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court, in the action and on appeal. Any sums, which may be awarded to BMS by judgment, shall be in United States dollars rather than BMS dollars.

15. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to that body of laws pertaining to conflicts of law. Any dispute, claim or other litigable difference between them arising out of or relating to this Agreement shall be exclusively resolved by submission to binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association; provided, however, that either party may seek preliminary injunctive or other equitable relief pending arbitration to prevent irreparable harm, and further provided, that a cause of action may be brought by BMS or its assignee against Member in any judicial district for debt collection purposes. Arbitration shall be held in Clark County, Nevada. The prevailing party shall be entitled to an award from the arbitrator of declaratory relief, preliminary and permanent injunctive relief, compensatory damages, reasonable attorney fees and costs of the action. The decision of the arbitrator shall be entitled to enforcement in any court of competent jurisdiction.

17. Venue. Any action brought by any party to this agreement shall be filed, and venue shall lie only in the courts of Clark County, Nevada, United States of America, to which jurisdiction and venue Member hereby specifically consents, provided however, that if BMS has assigned its cause of action against Member to any debt collector or collection agency, such action may be brought in a judicial district or under the jurisdiction of the court having the venue where Member resides, or is doing business, or is situated.

18. Assignment. Member may not assign any of its rights under this Agreement without the consent of BMS. Only the Member entering in to this Member Agreement or Authorized Users designated by Member and approved by BMS may utilize the Services provided by BMS. BMS may, in its sole discretion, assign and transfer its rights under this Agreement, including without limitation, all right, title and interest in and to Member's accounts receivable, and all proceeds and collections relating thereto, which outstanding receivables arose from dues and fees billed to and balances owed by Member.