Barter Makers on-line MEMBERSHIP AGREEMENT

1. CONTRACT AND MODIFICATION OF CONTRACT
   The following terms & conditions constitute the contract by and among Member and Barter Makers. Any use of Barter Makers to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Barter Makers. They apply to all Barter Makers Members' and to all transactions facilitated by Barter Makers. At its sole discretion, Barter Makers may amend this Agreement by giving Member thirty (30) days written notice via e-mail. Barter Makers may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of Barter Makers after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
    
2. PARTICIPATION IN THE EXCHANGE
   1. NATURE OF THE PARTIES
   • a. Barter Makers operates an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of Barter Makers or its designee and through the medium of Barter Makers Trade Dollars. Barter Makers functions as a clearinghouse for the transactions of the Network membership.
   • b. Barter Makers regulates the Network. Barter Makers acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Barter Makers may contract with others to provide all or part of such services.
   • c. Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to Barter Makers's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
   • d. Barter Makers reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
   • e. The signer of this agreement hereby acknowledges that they are over 18 years old.
   2. DISCLAIMER OF WARRANTY AND LIABILITY
   Barter Makers makes no representation or warranty, either express 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 Barter Makers 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 Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against Barter Makers arising out of any computer or software malfunction or processing errors.
   3. TAXES
   Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is Barter Makers responsible to pay any taxes on behalf of any Member. Transactions involving Barter Makers Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Barter Makers reports Barter Makers Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold Barter Makers harmless for any actions Barter Makers takes to comply with federal, state or provincial, and local laws.
    
3. ADMINISTRATION OF THE EXCHANGE AND Barter Makers TRADE DOLLARS
   1. NATURE OF Barter Makers TRADE DOLLARS
   • Members' conduct transactions (purchases or sales of goods or services) using the Barter Makers 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 Barter Makers Trade Dollars.
   • A "Barter Makers trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by Barter Makers. Barter Makers Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Barter Makers Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither Barter Makers nor Member shall consider Barter Makers Trade Trade Dollars as legal tender, securities, or commodities. Barter Makers disclaims any and all responsibility for the acceptance or negotiability of Barter Makers Trade Dollars or for the availability of goods or services from any source.
   2. LIABILITY FOR Barter Makers TRADE DOLLARS
   • Member acknowledges that Barter Makers Trade Dollars in the Network (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 Barter Makers transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Barter Makers Trade Dollars to the Exchange and are not the liability of Barter Makers.
   • a. Member acknowledges and grants to Barter Makers the right and power to regulate and control the number of Barter Makers Dollars within the Network.
   • b. Member grants to Barter Makers the right and power to borrow from the Network.
   • c. Member is NOT authorized to sell Barter Makers Trade Dollars for cash.
    
4. SUSPENSION OR TERMINATION
   1. If Member violates this Agreement or the currently effective Policies and Procedures, Barter Makers may immediately terminate Members' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, Barter Makers may reinstate Member or unfreeze Members' account.
   2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
   • a. All cash and Barter Makers Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.
   • b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with Barter Makers Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay Barter Makers any remaining negative balance in cash.
   • c. 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 Barter Makers.
    
5. FEES

   1. Sign Up Fee:  $399.00 Monthly Fees:  Cash Fees:  Trade Fees:  Monthly Dues: $9.95 $0.00 Buy Trade Fees:  Cash Fees:  Trade Fees:  Percent Fee:  5.00% 0.00% Sell Trade Fees:  Cash Fees:  Trade Fees:  Percent Fee:  5.00% 0.00%

      Fee Option: Standard Fees NOTE: ALL Cash Fees are in USD

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   2. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. If You prefer to pay by check You can Pre-pay Your account and we will deduct the fees from Your available balance.
   3. Fees paid to Barter Makers are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Barter Makers will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
   4. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade dollars, if any.
    
6. MISCELLANEOUS
   1. LEGAL REQUIREMENTS
   Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Barter Makers shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Barter Makers liable for any action Barter Makers takes to comply with applicable laws or regulations.
   2. NO WAIVER OF RIGHTS
   Barter Makers 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. Barter Makers 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 Barter Makers, Member shall pay Barter Makers 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 Barter Makers terminates or otherwise ceases to do business, all Members' in a negative Barter Makers Trade Dollar position will pay amounts they owe in cash (one Barter Makers 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 Barter Makers Trade Dollar position. Barter Makers is not liable to any Members' for cash or Barter Makers Trade Dollars beyond the distribution of such funds.
   5. SECURITY INTEREST
   Member hereby grants Barter Makers a security interest in all Trade Dollars in Members' account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt all cash fees shall be due and payable in full. Barter Makers shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if Barter Makers does receive all of its cash fees in full, Barter Makers shall reinstate the Trade Dollars to the Members' account.
   6. WARRANTY OF INFORMATION
   Member warrants that it provides all information to Barter Makers in good faith and that such information is accurate to the best of Members' knowledge.
   7. FAX & E-MAIL SIGNATURES
   Barter Makers will, and Member agrees that Barter Makers may, accept a faxed or e-mailed signature as an original, legal signature.
   8. 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.
   9. NO WAIVER OF RIGHT
   Barter Makers'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. Barter Makers's remedies are cumulative and are not exclusive of any remedies provided by law.
   10. INDEMNIFICATION
   MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY Barter Makers, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF Barter Makers's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
   11. JUDGMENT SETTLEMENT
   In the event of a dispute between Barter Makers and Member resulting in a judgment entered on behalf of the Member against Barter Makers, Member agrees that Barter Makers  shall have the right to satisfy said judgment in Barter Makers trade dollars.
    
7. APPLICABLE LAW
   1. This agreement shall in all respects be construed under the laws of the State of ON.
   2. Venue shall be Toronto, ON M4E 1G3 Canada.