Client Agreement

Tradebank International, Inc., a US Corporation domiciled in the State of Georgia, hereinafter referred to as TI, and the business entity who is a client of TI hereinafter referred to as the Client, agrees to the following:

1. Client acknowledges that all trading activities are subject to TI Rules and Regulations incorporated herein by reference and binding as fully as all other conditions and provisions of this agreement. Client acknowledges that TI may from time to time, in good faith, alter its Client Agreement and/or Rules and Regulations in order to facilitate its business practices. If such change becomes necessary, Notifications will be sent electronically to the confirmed email address in myTradebank and posted in the Library section of myTradebank.com.

2. Client understands that TI is a third party bookkeeping organization whose primary function is to provide an accounting of barter transactions on behalf of its clients. TI is not a party to transactions between Clients, does not take title to merchandise or services exchanged in such transactions and shall not be held responsible by Client for such transactions. Client, therefore, releases TI from any and all liability related to or arising from Client’s transactions with other clients. Client understands and agrees that all transactions are entered into on a voluntary basis between Clients. TI provides referrals to its clients but does not assume liability for the quality, timely delivery, warranty or dispute of any nature between clients with regard to any product or service being traded.

3. Client further understands that TI, when acting as the buyer or the seller, may conduct transactions directly with its Clients.

4. Client shall supply all information and execute all documents required to comply with federal, state and local laws. Client is responsible for notifying TI of any tax information changes in a timely manner. Clients who change their tax entity for which sales are reported must complete a new W-9 and submit it to operations@tradebank.com or mail to 327 Dahlonega Street, Suite B604, Cumming, GA 30040. Tradebank is required to continue to report the activity in relation to the entity we associate with the account until the required paperwork is received. Tradebank cannot change any past period records in the absence of documentation and will not send corrected 1099’s to the IRS for that period. Failure to provide requested tax forms or other information in a timely manner shall result in cancellation.

5. Client understands that the term “Trade Dollar” means an electronic accounting entry with an assigned arbitrary value of one ($1.00) U.S. Dollar used as a practical method of recording values for any transfer of merchandise or services between TI’s Clients. The term “”Trade Dollar” is used as an administrative convenience and in no way implies the legal tender of the United States, Canada, or any other nation or jurisdiction. Accordingly, “Trade Credit” reflects any or all Trade Dollars in a account of a Client. Neither Trade Dollars nor Trade Credit may be considered legal tender, security or commodity, and cannot be redeemed for cash through TI or transferred to any other barter company or trade organization. TI does not claim any responsibility for the negotiability of Trade Credit and/or for the availability of merchandise or services from any source. Client also hereby acknowledges that sales of merchandise or services for Trade Credits are taxable events (IRS Publication 525). Client is solely responsible for the declaration, reporting, and paying of all applicable, local, state, and federal taxes resulting from trade transactions.

6. Client shall make available to other TI clients all merchandise or services sold in the normal course of their business.

7. Client understands that TI charges a brokerage fee to the buyer for each transaction. This fee is determined by multiplying a percentage by the total amount of each transaction according to the account option selected by Client from time to time, or as required according to Client’s failure to adhere to requirements of discounted account options. Failure of Client to make prompt payment for two (2) consecutive months, in accordance with the requirements of their discounted brokerage fee option, will result in advancement of the current brokerage fee option to the next highest brokerage fee option rate. Client may reapply for discounted brokerage fee option after one (1) year of timely payment history.

8. Client understands that the sale of merchandise or services shall be at prevailing retail prices and is one hundred (100%) percent trade; no part cash/part trade. Client acknowledges that both overpricing and part cash/part trade transactions are violations of TI’s policy and will result in cancellation and/or other sanctions as described in TI’s Rules and Regulations.

9. Client acknowledges that any credit balance held in the name of Client shall be considered by Client to be a non-interest bearing deposit.

10. Client shall not attempt to deficit spend (overdraft their account). Such an attempt will be treated as an effort to commit fraud on the part of the Client.

11. Client recognizes and grants to TI and to those having an ownership interest in TI the right and power to borrow and spend within the TI Trade Network an amount not to exceed two times TI’s annual gross trade volume. Such borrowing shall be sufficiently collateralized by assets of TI pursuant to federal guidelines.

12. All cards issued to Client remain the property of TI and must be surrendered upon the request of any TI officer or to any agent so designated by TI.

13. If Client engages in trade with another Client of TI on a one-on-one basis without TI receiving its normal brokerage fee, TI reserves the right to cancel both accounts, unless proof of a prior one-on-one trading relationship existed before parties became Clients of TI. Client shall be responsible for all charges made to his Tradebank identification card or Tradebank account number.

14. Client understands that tips may not be included in the total sale amount on any TI transactions. Tips must be paid in cash at the time of the transaction

15. The collection of applicable sales tax by the seller in each transaction shall be in trade credits.

16. Client may terminate this agreement at any time upon written notice to TI and upon condition that any loan balance be first satisfied in accordance with the Client Agreement or TI Rules and Regulations. When the account is cancelled, whether by Client’s own decision or by TI’s, Client agrees to pay any Trade Loan balance due (a balance where a loan was created due to deficit spending on the part of the Client) to TI in US Dollars.

17. Client understands that all statement notifications are sent electronically to the email confirmed in myTradebank. It is the responsibility of the Client to login to myTradebank and keep their email up-to-date. If a Client elects to receive a paper statement, then a $3.00 monthly print fee will occur on each statement billing.

18. Client shall examine monthly statements immediately upon receipt and advise TI within thirty (30) days of the statement date of any errors or suspected errors. If Client fails to make such notification within the allotted time, Client agrees to the accuracy of the statement and is bound thereby. Copies of billing statements and other records are available upon request for a five ($5.00) dollar fee per document.

19. Client shall immediately report to TI the nature of any infraction or suspected infraction of the Client Agreement and/or Rules and Regulations. TI reserves the right through its officers or its appointed representatives to conduct an investigation of any such report and to take appropriate action to adjust or to correct the situation.

20. Client may not assign or transfer this agreement or any right conferred thereunder except with prior written approval from TI. Any requests to modify account ownership must be accompanied by appropriate documentation, including the endorsement of the previous owner and completion of a new Client Application and W-9.

21. This agreement shall be binding upon Client and Client’s heirs, representatives, successors, assigns and administrators.

22. In the event of bankruptcy or insolvency, failure or unwillingness of the Client’s business or corporation to timely pay any past due fees or obligations to TI as they come due, even after termination of this agreement, the Client and the authorized applicant hereby agrees to personally guarantee any and all obligations arising pursuant to this Client Agreement or the Rules and Regulations. Client shall be responsible for: (1.) Fees incurred by the subject’s business through TI (2.) Interest of eighteen percent (18%) per annum on any and all unpaid fees (3.) The necessary costs of collection pursuant to O.C.G.A. section 13-6-9 including, but not limited to either the fifteen percent (15%) of the outstanding principal amount as fees for a collection agency, or reasonable attorneys’ fees and court costs, and all reasonable costs of collection.

23. TI reserves the right to charge eighteen percent (18%) per annum on any and all unpaid fees from the date of the statement, beginning thirty days after the date of the statement, in any circumstance, even after termination of Client’s account.

24. Client acknowledges that in the event of any dispute arising under this agreement, other than disputes involving collections, all resulting litigation must be filed only in the court of Forsyth County, Georgia, or the Federal Court in the Northern District of the state of Georgia. This agreement constitutes the entire agreement between TI and the Client and there are no other agreements or covenants, verbal or otherwise, which would vary the terms of this agreement, nor can any of the terms hereof be changed or discharged except signed by TI.

25. Client acknowledges that TI provides account history and payment information to credit reporting agencies.

26. Clients wishing to voluntarily terminate this agreement are required to pre-pay all brokerage fees applicable to their balance at the time of the termination. After this advance payment, Client may spend out their balance at no further cost, except for the monthly service fee that will remain in effect as long as Client maintains an open TI account with a balance; however, such Client may no longer sell goods and services in the TI system.

27. TI may also terminate this agreement at any time upon breach by Client of any obligation contained herein, or for the enhancement of TI’s trade system. Should TI terminate this agreement for either of the aforementioned reasons, TI shall have no further liability to Client thereafter.

28. This agreement shall be deemed to have been entered into in the State of Georgia and shall be governed by the laws thereof. If any provision of this agreement is deemed or declared to be invalid or unenforceable, such provision shall be deemed severed from this agreement and shall not affect the remaining provisions hereof which shall remain in full force and effect.

Rules and Regulations

1. Gratuities must be paid in cash for all industries in which tipping is customary. Restaurant gratuities shall be a minimum of eighteen percent (18%) of the total charge. If the Client feels that the service does not warrant a gratuity, a complaint must be registered immediately with the establishment’s management.

2. Merchandise items sold by TI when acting as the seller may be returned within seventy-two (72) hours from the time of purchase for a refund only if returned in salable condition. Evidence of use or abuse will negate this return privilege. No items may be returned, exchanged or refunded if sold “as is” or by TI at an auction.

3. On all merchandise owned and sold directly by TI, the sale and exclusive warranty made by TI is that it has free and clear title to such merchandise, unless otherwise specified. Merchandise is sold “as is/location” and the buyer shall look solely to the manufacturer of such merchandise for any warranty. Clients must exercise the same diligence in trade transactions that they do in cash transactions.

4. Contact with other Tradebank clients must be as indicated in the TI Client Directory. Initiating direct contact with a client listed as broker only may result in cancellation.

5. It is the seller’s responsibility to verify that a TI identification card is presented prior to processing each transaction and to verify that the card is valid and displays an expiration date that indicates the card is current. It is the seller’s responsibility to obtain other proof of identification, such as a Drivers License or Passport to ensure Identity of the purchaser.

6. It is the seller’s responsibility to obtain authorization approval for each sale transaction through TI.

7. Clients must immediately advise TI of lost or stolen identification cards by email cardhelp@tradebank.com or phoning TI at 888-568-5680. Clients providing verbal notification will be requested to provide timely written notification as well. In instances where any Client requests that an authorized card user be removed from authorized status, the Client must notify TI in the same manner as if the card were lost or stolen. Upon notice of any lost or stolen card, TI will assign a new account number to Client and issue new cards for the account.

8. On all transaction slips, the buyer’s signature is required. This functions as a request for TI to transfer the amount of the transaction to the seller’s account. It is the Seller’s responsibility to retain a copy of the transaction slip, or other form of signed documentation, as proof the buyer authorized the transaction. If any buyer disputes the validity of a transaction and the seller is unable to furnish a signed authorization from the buyer, the transaction may be reversed. If the Seller’s account has insufficient trade dollars at the time of a reversal, the seller may be liable for civil or criminal penalties.

9. Once an authorization number has been given, any dispute, modification or reversal of the transaction corresponding to that authorization number can only be accomplished by calling your local Tradebank office. Each dispute requires that the Client originating the complaint follow up to provide a written explanation of the basis of his dispute.

10. The following procedures apply to transactions involving special orders, construction jobs, service work, or other work-in-progress transactions:

Buyer should obtain a written estimate before authorizing work to begin.
To reserve trade dollars from the buyer until the job is completed or the special order item is received, the seller must call the local regional office for an escrow authorization number and request that the appropriate amount of buyer’s funds be placed in escrow. Upon completion of the work-in-progress transaction, the transaction slip should be dated, signed by the buyer, and submitted by the seller to the local regional office for processing.

11. A cash brokerage fee according to the current applicable Client account option shall be paid to TI by the buyer on all purchases. Brokerage fees are billed on the monthly statements and are delinquent thirty (30) days after the date of the statement. Clients may choose to make payments on their account by participating in the EasyPay program or by making payments online at www.mytradebank.com. Clients who elect to make a payment by phone or fax will have a five ($5.00) dollar processing fee added to their payment at the time of processing. Any delinquent brokerage or monthly service fees will be assessed a late penalty of twenty-five ($25.00) dollars. This penalty will not be assessed to accounts with a balance due of less than five ($5.00) dollars.

12. A monthly service fee of fifteen dollars ($15.00) in cash is assessed on each monthly statement. This fee covers accounting and administrative charges for the monthly period (or any portion thereof), beginning immediately after the month in which it is billed. This monthly service fee is due and payable within the ensuing thirty (30) days from the date of the statement and failure to pay will result in a late penalty as specified in Number Eleven (11) above. This monthly service fee shall remain in effect for the entire length of time that Client maintains an account with TI.

13. Any account not paid in full within thirty (30) days from the date of the statement will be classified as “Restricted.” This means the account will have all purchasing privileges suspended until all fees, including the late charges, are paid.

14. Any account remaining Restricted for thirty (30) days will be classified as “Pending Cancellation.” If any account is not paid in full after a total of ninety (90) days from the initial statement date, the account shall be cancelled. Cancellation for the reason of nonpayment of fees will result in forfeiture of any and all accumulated trade credits and may also result in a civil action for recovery of any debit balances outstanding. Reinstatement will be at the discretion of the screening committee with recommendation from the broker servicing the account. If reinstatement is approved, it will become effective only after payment of one hundred ($100.00) dollar reinstatement fee, payment of any past due cash fees, as well as prepayment of the brokerage fees on the existing trade balance.

15. In the event this agreement is cancelled by either party for any reason other than nonpayment of fees, Client agrees to pay in cash, within thirty (30) days from notice of cancellation date, an amount equal to the Client’s current applicable brokerage rate of the total remaining balance in Client’s account with TI. Upon receipt of this payment, TI will establish a special “Spend-out Account”, which will be free of additional charges other than the usual monthly service fees and any special events requiring an attendance fee.

16. TI shall charge the maker of a bad check a service charge of five percent of the amount of the check or twenty -five ($25.00) dollars, whichever is greater, pursuant to O.C.G.A. section 13-6-15(a). It is a criminal offense to write a bad check, and the law provides that if you fail to make good on the check, TI is entitled to additional damages of double the amount owing, not to exceed five hundred ($500.00) dollars, plus our costs. Purchasing privileges shall be suspended until full restitution is made. If a total of two (2) payments are returned for any reason, TI may cancel the Client’s account.

17. Clients who are on “Stand-by” status currently are not accepting trade business. Clients may voluntarily elect this status at any time; however, monthly service fees will continue to be charged. This status is appropriate when the business owner is on vacation or when resources temporarily prohibit addition al trading. Clients may not request “Stand-by” status if there is an outstanding Trade Loan balance due.

18. TI at its sole discretion will determine whether a Client’s name is published in any directories, newsletters, or other publications of TI.

19. TI reserves the right to publish the name(s) of any Client cancelled by TI, and reasons of cancellation to its entire client base.

20. TI reserves the right to use Client’s proprietary marks for the sole purpose of marketing Client’s business within the TI trading network.

21. Clients that elect to have their fees paid via EasyPay qualify for the discounted brokerage fee. Automatic withdraw for EasyPay will occur on the tenth (10th) of each month for the previous month(s) cash balance due. Any return payments from Client’s financial institution will be assessed a twenty-five ($25.00) dollar Non Sufficient Funds (NSF) fee. After two consecutive failed attempts to process Client’s EasyPay, the amount due will be forwarded to a third party for processing. A separate fee will be assessed by a third party not to exceed the amount stipulated by law in the state in which the Client resides.

22. Client understands that the brokerage fee discount associated with EasyPay will become effective on the day in which the request was received and processed. If the Client’s EasyPay is declined for two (2) consecutive months, the Client will have an immediate advancement of the current brokerage fee option to the next highest brokerage fee option. Client may reapply for the discounted brokerage fee option after one (1) year of timely payment history and completion of a new EasyPay application.

23. To cancel EasyPay, Client understands they are required to provide written notice to Tradebank: (Attention EasyPay: 327 Dahlonega Street, Suite B604, Cumming, GA 30040). Tradebank must receive a ten (10) day written notification prior to implementing a change or termination of EasyPay.

24. TI provides Clients with access to TI’s proprietary website, myTradebank.com, for account maintenance, statement activity, and a directory of product and services available. The website and information provided is maintained by TI, Licensed Regional Offices, and Clients. Usage of the website, myTradebank.com, is backed by Tradebank’s Client Agreement & Rules and Regulation. TI has the right to suspend or terminate access to TI’s propriety website, myTradebank.com, for any reason.

678-533-7100

Client Agreement

Rules and Regulations

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