The Internet Barter Exchange on-line MEMBERSHIP AGREEMENT<br />&nbsp;<br />A. CONTRACT AND MODIFICATION OF CONTRACT <br />The following terms &amp; conditions constitute the contract by and among&nbsp;Member and&nbsp;The Internet Barter Exchange,&nbsp;a Corporation. Any use of&nbsp;The Internet Barter Exchange, hereafter referred to as&nbsp;IBX,&nbsp;to facilitate a transaction by a Network Member (hereinafter&nbsp;referred to as Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by IBX. They apply to all IBX&nbsp; Member's and to all transactions facilitated by IBX. At its sole discretion, IBX may amend this&nbsp;agreement by giving Member thirty (30) days written notice via e-mail. IBX 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 IBX after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same. <br />&nbsp;<br />B. PARTICIPATION IN THE EXCHANGE <br />1.NATURE OF THE PARTIES <br />A. IBX is 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 IBX or its designee and through the medium of IBX Trade Dollars. IBX functions as a clearinghouse for the transactions of the Network membership. <br />B. IBX regulates the&nbsp;network and&nbsp;acts as a third party record-keeper and administers the clearinghouse function of the&nbsp;network for the Members'. <br />C. Member is a bona fide and legal business that desires to do business with other members of the&nbsp;network and hereby subscribes to IBX services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations. <br />D. IBX reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary. <br />e. The signer of this agreement hereby acknowledges that they are over 18 years&nbsp;of age. <br />2.DISCLAIMER OF WARRANTY AND LIABILITY <br />IBX makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date,&nbsp;prices or any term of any trade transaction. Member agrees to indemnify and hold IBX 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 IBX because of&nbsp;any computer or software malfunction or processing errors. <br />3.TAXES <br />Seller shall be solely responsible to collect and remit to the appropriate taxing&nbsp;authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is IBX responsible to pay any taxes on behalf of any Member. Transactions involving IBX Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and IBX reports IBX Trade 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 IBX harmless for any actions IBX takes to comply with federal, state or provincial, and local laws. <br />&nbsp;<br />C. ADMINISTRATION OF THE EXCHANGE AND IBX TRADE DOLLARS <br />1.NATURE OF IBX&nbsp;Trade Dollars <br />Member's conduct transactions (purchases or sales of goods or services) using the IBX&nbsp;online system. Payments are made by posting debits and credits to the buying and selling Member's respective accounts, pursuant to these Rules and in the form of IBX Trade Dollars. <br />IBX Trade Dollars&nbsp;are 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 IBX.&nbsp;These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by IBX Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement&nbsp;and the Policies &amp; Procedures. Neither IBX nor Member shall consider IBX Trade Dollars as legal tender, securities, or commodities. IBX disclaims any and all responsibility for the acceptance or negotiability of IBX Trade Dollars or for the availability of goods or services from any source. <br />2.LIABILITY FOR IBXTrade Dollars <br />Member acknowledges that IBX 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 IBX transactions incur the normal business risks associated with any credit transaction. Any&nbsp;negative trade balances are solely the liability of Members' who owe IBX Barter Dollars to the Exchange and are not the liability of IBX. <br />a.&nbsp;Member acknowledges and grants to IBX the right and power to regulate and control the number of IBX Trade&nbsp;Dollars within the Network. <br />b.&nbsp;Member grants to IBX the right and power to borrow from the Network. <br />c.&nbsp;Member is NOT authorized to sell IBX Trade Dollars for cash. <br />&nbsp;<br />D. SUSPENSION OR TERMINATION <br />1.If Member violates this Agreement or the currently effective Policies and Procedures, IBX may&nbsp;at it's discretion 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, IBX may reinstate Member or unfreeze Members' account. <br />2.Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination: <br />A. All cash and IBX Trade Dollar service fees outstanding become due and payable. No service fees will be refunded. <br />B. Any Member with a negative account balance (where purchases exceed sales) must balance their account with IBX Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to&nbsp;IBX any remaining negative balance in cash. <br />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 IBX.<br />E. FEES <br />1.There are no sign-up fees or hidden costs.&nbsp; <br />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&nbsp;, you can&nbsp;pre-pay&nbsp;your account and we will deduct the fees from&nbsp;your available balance. <br />3.Fees paid to&nbsp;IBX are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, IBX will not be obligated to refund any fees it has received. <br />4.Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $15.00 per month, or 1.50% of the unpaid balance, whichever is more. <br />&nbsp;<br />5.Members' who&nbsp;join IBX and use the IBX software&nbsp;will be charged the following. <br />There is&nbsp;no&nbsp;sign-up fee. <br />Ongoing services fees are&nbsp;5% of members&nbsp;transactions whenever they buy or sell thru IBX, payable in cash. <br />Ongoing services fees are a minimum of $14.95 USD per month, payable in cash. <br />We do NOT offer to keep&nbsp;geographic areas&nbsp;exclusive. <br />6.By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any. <br />&nbsp;<br />F. MISCELLANEOUS <br />1.LEGAL REQUIREMENTS <br />Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to&nbsp;exchange transactions. IBX shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold IBX liable for any action IBX takes to comply with applicable laws or regulations. <br />2.NO WAIVER OF RIGHTS <br />IBX 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. IBX remedies are cumulative and are not exclusive of any remedies provided by law. <br />3.SEVERABILITY; ATTORNEY'S FEES <br />Every item contained in this agreement is separate 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 IBX, Member shall pay IBX 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. <br />4.DISSOLUTION <br />If IBX terminates or otherwise ceases to do business, all Member's in a negative IBX Trade Dollar position will pay amounts they owe in cash (one IBX Trade 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 IBX Trade Dollar position. IBX is not liable to any Member's for cash or IBX Trade Dollars beyond the distribution of such funds. <br />5.SECURITY INTEREST <br />Member hereby grants IBX a security interest in all Trade Dollars in Member's 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. IBX 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 IBX does receive all of its cash fees in full, IBX&nbsp;shall reinstate the Trade Dollars to the Member's account. <br />6.WARRANTY OF INFORMATION <br />Member warrants that it provides all information to IBX&nbsp;in good faith and that such information is accurate to the best of Member's knowledge. <br />7.FAX &amp; E-MAIL SIGNATURES <br />IBX will, and Member agrees, that IBX may, accept a faxed or e-mailed signature as an original, legal signature. <br />8.ENTIRE AGREEMENT <br />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 &amp; Procedures. <br />9.NO WAIVER OF RIGHT <br />IBX'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. IBX remedies are cumulative and are not exclusive of any remedies provided by law. <br />10.INDEMNIFICATION <br />MEMBER AGREES TO HOLD HARMLESS IBX, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF IBX's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES. <br />11.JUDGMENT SETTLEMENT <br />In the event of a dispute between&nbsp;IBX&nbsp; and Member resulting in a judgment entered on behalf of the Member against&nbsp;IBX, Member agrees that&nbsp;IBX shall have the right to satisfy said judgment in&nbsp;IBX&nbsp;Trade&nbsp;Dollars. <br />&nbsp;<br />G. APPLICABLE LAW <br />1.This agreement shall in all respects be construed under the laws of the State of&nbsp;OH. <br />2.Venue shall be&nbsp;Portage County, Ohio&nbsp;USA.