Draft Version 0.2
The Hum Beep Purchase and Sale Contract ("Contract")
Whereas Buyer seeks to purchase, and Seller seeks to sell,
a deliverable described in Appendix A, for an amount specified in
Appendix B, to be delivered according to Terms written in Appendix C,
the parties hereto agree as follows.
Seller has describe the deliverable accurately and in good faith.
Buyer agrees to purchase the deliverable as described.
Buyer agrees to purchase, and Seller agrees to sell and deliver the
deliverable for the specified amount.
If the deliverable arrives damaged in transit then the [
]Seller [ ] Buyer is responsible for the cost of return
shipping, and [ ]Seller [ ] Buyer is responsible for the
cost of shipping a replacement.
If there are conflicts of interpretation or performance the Humbeep
Protocol provides for legal commitments by both parties which are
enforceable in court. As a condition of participation, Humbeep
transaction records are agreed as admissible in court. Sufficient
information is included in those records that the court
decision-making process can be nearly automatic. This provides
clarity to buyer and seller as well as legal enforceability to the
purchase and sale contract they enter into through the Humbeep
protocol.
This contractual agreement defines the obligations of its parties,
Buyer and Seller, with respect to a purchase and sale transaction.
Significant details of the transaction are specified in associated
electronic records including the following:
Buyer identity, Seller identity, deliverable
description/specifications, price, delivery methods, shipment
scheduled and actual dates, FOB terms, insurance, warrantee
declaration and limitations.
Whereas since contracts are enforceable even if unwritten, the parties
hereby agree this contract is enforceable though written in electronic
form;
Whereas contracts are enforceable even if parts thereof are in
separate parts such as appendices, addenda, or separate agreements or
documents included by reference, the parties hereby agree that this
contract shall include separate records which together are to be
interpreted by the parties and the court as a single, whole agreement;
Whereas a purchase and sale transaction can involve multiple steps and
branches, software which tracks the steps and enforces their logical
sequence and relative priority and consequences is useful and valuable;
Whereas the Hum Beep protocol is a design-level software
description that has been verified to avoid flaws such as deadlocks,
livelocks, non-progress timeouts;
Therefore the parties engage and agree with each other to carry out
the specified transaction, by following the steps of the Hum Beep protocol,
as validly implemented by the Hum Beep suite of software programs,
as follows:
REGISTRATION: Purchaser shall enter Purchaser's legal name, contact
information, electronic payment address, and shipping address in the
Hum Beep Buyer program which shall identify Purchaser by name and
address for the purposes of this Contract; Purchaser shall further
check the Self or Authorized Representative button which having been
checked and recorded shall for the purpose of this contract represent
intentional communication of the user of the Hum Beep Buyer
program asserting that said user is indeed themselves the Purchaser or
has legal authority to bind the Purchaser, and that the Vendor shall
be entitled to rely on these representations.
Vendor shall enter Vendor's legal name, contact information, and
electronic payment address into the Hum Beep Seller program which
shall identify Vendor by name and contact information and payment
method and payee address for the purposes of this Contract.
(SHOPPING: This Contract does not govern how Vendor and Purchaser are
to find each other and negotiate transaction details. As possibility
but not constraint, it is here mentioned that Vendor may post one or
more vendor-acceptable offers on suitable sites, apps, or media, etc.,
for potential purchasers to discover and select, each specifying
description of deliverables, quantity, shipping method, price,
vendor-payable taxes etc. Negotiations for an agreeable offer between
potential vendor and potential buyer may follow any process or take
any form, except that the result becomes input to the Hum Beep
process submitted not by the Vendor but by the Purchaser. If
Purchaser received it from Vendor in the first place then Vendor need
only confirm acceptance of what they in fact themselves proposed.)
OFFER: Purchaser shall provide transaction details to the Hum Beep
Buyer program, which shall include deliverable description and price
and may include shipping information, schedule requirements, and other
terms that Purchaser would agree if confirmed by Vendor, and if
confirmed by Vendor through use of the Hum Beep Seller program so that
it sends the Hum Beep protocol's OFFERBUYER message to the Judge
program, then these transaction details become part of, essential to,
and enforceable within, this Contract.
AGREEMENT: Vendor may then approve the Transaction Details by using
Seller program to send the OFFERBUYER message thereby making the
transaction details part of, essential to, and enforceable within this
Contract. Therefore if the Buyer-submitted offer has met with
acceptance from the Seller program, then the parties are bound to
complete the purchase and transaction according to the terms of this
Contract in combination with, the Transaction Details.
PAYMENT: This system is purchase-prepaid with Judge holding payment in
escrow until buyer accepts. After agreement, Buyer's next step is to
pay the purchase amount, including any added transaction costs such as
taxes, insurance, fees, etc. Purchaser therefore shall use the Buyer
program to submit payment to the Judge program to be held in escrow in
an account associated with and controlled by the Judge program until
the deliverable has been received and accepted, after which the Judge
pays the Seller their due. [[[]checkbox] No-Backout Clause: If
Contract terms include the assertion that Buyer will be liable for
payment not timely rendered under this Contract, then Vendor shall
have the right to recover any unpaid payment amount plus triple
damages in any court of competent jurisdiction by submitting a record
of the transaction including Contract, transaction details, and
message history demonstrating agreed amounts and amounts actually
paid.]
Purchaser's payment obligations shall be considered complete when the
full amount due is recieved at the Judge program's electronic payment
account. Vendor's payment rights shall be considered satisfied when
the vendor-due amount is transferred to the vendor's electronic
payment address by the Judge program after acceptance of the
deliverable by Buyer. Security of electronic payment accounts is the
separate responsibility of the parties. Payment of taxes is the
responsibility of Vendor.
Fees for the use of the Hum Beep system are 0.49% of transaction
price before taxes, plus transaction costs such as ethereum gas or
miner rewards etc. as applicable, to carry out the transfers between
Buyer, Judge, and Seller.
Shipment from Seller to Buyer and insurance shall be prepaid by
Vendor, reimbursed in the specified amounts after Buyer acceptance
from proceeds.
Seller shall notify Judge which shall notify Buyer promptly when the
deliverable is shipped.
Without a No-backout Clause, if Buyer has indicated agreement but
fails to pay, whether Buyer responds to a payment request with the
BACKOUT message or the Judge's payment wait period times out, then
Judge will inform Vendor the deal is cancelled and refund any received
payment to Buyer's account less fees.
If Contract includes a Guaranteed Performance clause, then Seller's
inability to perform the contract after notice to proceed shall incur
Seller liability for consequential damages to Buyer as Buyer is able
to document in court; otherwise Seller will notify Judge with the UTP,
unable to perform, message and Judge will refund Buyer's payment in
full and Seller shall have no liability to Buyer for inability to
perform.
Upon delivery Purchaser shall inspect the deliverable and communicate
the Reject or the Accept message through the Buyer program. If
Rejected, Vendor shall offer a return of merchandise through the
Seller program, and shall ship a replacement upon receipt for
inspection and acceptance according to this paragraph.
AUTHORITY: Purchaser and Vendor hereby authorize Judge software and
the Hum Beep service provider to perform the Judge's role in
transferring funds, keeping records of messages and transaction
information, and enforcing the protocol constraints with respect to
this transaction. Purchaser and Vendor agree to cooperate with each
other through the Hum Beep system, agree that the transaction
between them is intended to be carried out through the operation of
the Hum Beep syteem, and assert its validity and their agreement
to its constraints before the court. Purchaser and Vendor further
agree that records of transaction information including transaction
details and Buyer, Seller, and/or Judge activity records shall be
admissible as evidence in any dispute related to the transaction and
shall have the meaning ascribed to them within the Hum Beep
process regarding the agreement and actions of the parties, not just
in the sense of software events having occurred but in the sense of
legal enforceable obligations having been incurred and performance
having been carried out as agreed to in advance by the parties,
memorialized in writing including as needed the source code of the
protocol and the user interface elements of the software and the
transaction details and encapsulated terms. The intent of the parties
is that their behavior be enforceable by a court of competent
jurisdiction in conformance with this Contract combined with the
records of the transaction including its parties, payments,
performance requirements dates, and other terms as recorded, once
agreement is indicated within the system by offer and acceptance by
Purchaser through the Buyer program and by Vendor through the Seller
program.
A court of competent jurisdiction for enforcement of this contract
shall be King County Superior Court in the State of Washington, USA.
The terms of this agreement shall be interpreted in the context of the
laws of Washington State without reference to conflict of laws
provisions. Time is of the essence. This Agreement shall bind and
inure to the benefit of the parties hereto and to their assigns and
successors in interest.
Transaction details are incorporated herein by reference and the court
is instructed to consider the whole as one Agreement.
EXECUTION: Execution of this Contract on behalf of Vendor and
Purchaser shall be by electronic acceptance of agreement within the
protocol as indicated by registered users operating Hum Beep Seller
and Buyer software. Vendor and Purchaser by making said actions
within the Hum Beep software thereby execute this Agreement and all
its terms whether from this document or from the transaction
details.
TERM: This Agreement shall be valid from the date of execution and
bind the parties until their performance obligations hereunder are
completed.
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