Hum Beep Contract

a legal agreement between Buyer and Seller to follow the Hum Beep Protocol

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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Copyright © 2000 - 2023 Thomas C. Veatch. All rights reserved.
Created: May 19, 2023