December 25, 2022
Table of Contents
Overview
Participation in the TRADEONBARTER CLUB
Continuing Service and Transaction Fees
fees
Administration of the TRADEONBARTER CLUB and TRADEONBARTER BILLS
Breach of Rules; Prohibitions
Intellectual Property; Website Usage; Member Information
1.0 OVERVIEW

1.1. These TRADEONBARTER CLUB Rules ("Rules") are part of the Member Agreement between you as a TRADEONBARTER CLUB Member ("Member") and TRADEONBARTER, a subsidiary of Ehlmann Development, LLC ("TRADEONBARTER"). They describe the terms and conditions applicable to your use of the TRADEONBARTER CLUB ("TRADEONBARTER CLUB "), and your use of our services under the domain and sub-domains of www.TRADEONBARTER.com (the "Website"). All terms defined in the Member Agreement shall have the same meanings in these Rules.
1.2. Opening and continuing to use an TRADEONBARTER Account ("Account") as a Member constitutes your acceptance of all terms and conditions of these Rules as most recently published by TRADEONBARTER. If you do not agree to be bound by these Rules, you cannot be a Member or use or access our services. In addition to these Rules, Members must read, agree, and accept all of the terms and conditions contained in our Member Agreement and Privacy Policy. We may amend these Rules at any time by posting the amended terms on the Website. All amended terms shall be effective immediately upon posting on the Website. In addition, we will attempt to notify you of amendments by email. These Rules may not be otherwise amended except in a writing signed by you and TRADEONBARTER. These Rules are effective upon our acceptance of you as a new Member, and are otherwise effective on December 25, 2022 along with any and all amendments for all Members.
2.0 PARTICIPATION IN THE TRADEONBARTER CLUB

Nature of the Parties
2.1. TRADEONBARTER is a provider of the Services described in the Member Agreement.
2.2. TRADEONBARTER contracts with franchisees and independent licensed brokers (collectively, "Brokers"), for the provision, by these Brokers, of member support or brokerage services associated with operation of the TRADEONBARTER CLUB. Brokers are independent contractors and operate from business locations other than our executive office in Oregon. Brokers are not employees, agents, joint ventures or partners of TRADEONBARTER, and their authority to bind TRADEONBARTER is strictly limited by applicable policies and contractual obligations that are binding on Brokers. As independent contractors, Brokers are solely responsible for the employment, acts and omissions, control and direction of their employees and assignees.
2.3. Member is a business entity or approved individual that desires to exchange its products, services, materials and/or labor ("products and services") with other members of the TRADEONBARTER CLUB  (or other permitted parties), accepting "TRADEONBARTER BILLS" (defined in Section 4.1. below) as payment, and subscribes to TRADEONBARTER's record keeping, payment processing and related services.
Member Eligibility
2.4. Only individuals and businesses who are Members in Good Standing (defined in Section 2.16. below) can obtain an Account and transact through the TRADEONBARTER CLUB. Members may designate authorized persons ("Authorized User") to transact in the TRADEONBARTER CLUB, subject to our approval. We reserve the right to approve, deny, suspend, or terminate membership or use of an Account by any business or individual, in our sole discretion, for any reason or no reason. Our services are available only to, and may only be used by, business entities or individuals who can form legally binding contracts under applicable law, including those with respect to payments, transactions, and fees. We may require that, at any time, each Member provide TRADEONBARTER a valid credit card, debit card, checking account information, or other guarantee of payment of fees. If you are registering as a business entity, you represent that you have the authority to bind the entity and all its authorized signatories to our Member Agreement. Our services are not available to children (persons under the age of 18), nor temporarily or indefinitely suspended Members.
Conduct of Transactions
2.5. Legal Right to Sell Listed Products and Services. You may list on the TRADEONBARTER CLUB only those products and services that you have the legal right to sell through the TRADEONBARTER CLUB. Only Members holding the appropriate license may sell products or services that are permitted to be sold only by licensed sellers under federal, state or provincial, and local law, including but not limited to travel services, alcohol, real estate, insurance, professional services and securities. The following policies are part of these Rules and provide additional terms and conditions related to specific products and services offered in the TRADEONBARTER CLUB:

• Prohibited or Restricted Products and Services Policy
• Real Estate Policy
• Travel Service Policy

Each of these policies may be changed from time to time. Changes take effect when we post them on the TRADEONBARTER website. All such policies or rules are hereby incorporated into these Rules.
2.6. Member Listings. All listings of products and services of a Member (including, without limitation, listings in local, regional, or national directories, Website listings, email broadcasts, and other printed materials) must comply with the Rules. We reserve the right to remove any Member listing or change its location on the Website. Members are not permitted to manipulate, alter, interfere with, or otherwise affect another Member's listings. Listings that promote bonus items, giveaways, or random drawings or prizes as an enticement for buyers must be legal promotions in all jurisdictions where the promotion is available. It is your responsibility to determine the legality of your promotion. We reserve the right to request documentation supporting your TRADEONBARTER bill valuation of a listed product or service with evidence of other valid USD sales at the same price. Failure to provide adequate documentation of USD sales to support the listed price may result in the deletion of any Member's listing from the TRADEONBARTER CLUB. You may initiate "On Hold" status with respect to some or all of your Member listings. "On Hold" status removes the listing(s) from the Website, until you elect to republish the listing(s).
2.7. Selling Products and Services on OPEN TRADE BOARD for TRADEONBARTER BILLS. You agree to sell products and services for TRADEONBARTER BILLS in accordance with the terms and conditions set forth in these Rules at prevailing or normally advertised prices, but you may exclude "sale" items. You agree to sell your products and/or services for 100% TRADEONBARTER BILLS, except for tax and shipping costs, and except in the case of a single transaction exceeding $5,000 TRADEONBARTER BILLS. A buyer in a transaction involving the TRADEONBARTER CLUB (a "Buyer") and seller in a transaction involving the TRADEONBARTER CLUB (a "Seller") may negotiate for a portion of the excess of the price over $5,000 TRADEONBARTER BILLS in a single transaction to be paid in USD. Any required USD payments, e.g. shipping or tax, are the sole responsibility of the Buyer and Seller and are not the responsibility of TRADEONBARTER. We are not a guarantor of any TRADEONBARTER CLUB transaction. Our only responsibility is to record transactions according to the terms and conditions outlined herein, and TRADEONBARTER is not responsible for the interpretation or fulfillment of any of the obligations of the Buyer and Seller.
2.7. Selling Products and Services on RESTRICTED AND SEMI-RESTRICTED TRADE BOARD for TRADEONBARTER BILLS. You agree to sell products and services for TRADEONBARTER BILLS in accordance with the terms and conditions set forth in these Rules at prevailing or normally advertised prices, but you may exclude "sale" items. You agree to sell your products and/or services for 100% TRADEONBARTER BILLS, except for tax and shipping costs, and except in the case of a single transaction exceeding $5,000 TRADEONBARTER BILLS. A buyer in a transaction involving the TRADEONBARTER CLUB (a "Buyer") and seller in a transaction involving the TRADEONBARTER CLUB (a "Seller") may negotiate for a portion of the excess of the price over $5,000 TRADEONBARTER BILLS in a single transaction to be paid in USD. Any required USD payments, e.g. shipping or tax, are the sole responsibility of the Buyer and Seller and are not the responsibility of TRADEONBARTER. We are not a guarantor of any TRADEONBARTER CLUB transaction. Our only responsibility is to record transactions according to the terms and conditions outlined herein, and TRADEONBARTER is not responsible for the interpretation or fulfillment of any of the obligations of the Buyer and Seller.  Allows parties to semi-restrict trade and restrict trade.  Semi-restricted trade market waits for an approved buy match or receives approved TradeonBarter credit (see TradeonBarter credit section ___) before closing sale, listing fee required.  See your Broker for details.
Restricted trade, ideal for real estate exchanges, seller finds a match on like properties, for tax purposes listing fee required.  See your Broker for details.
2.8. Transaction Documents and Payment Methods. The following may be used as payment for TRADEONBARTER CLUB transactions:

• TRADEONBARTER checks;
• TradeonBarter bills (“T-Bills”*);
• TRADEONBARTER plastic convenience cards;
• Broker Posting Ledger or Group Buyer Record;
• Direct payment through the Website;
• Signed invoices or other billing documents authorizing payment through TRADEONBARTER;
• Faxes or e-mails from Buyer authorizing payment through TRADEONBARTER; and
• Other approved forms of currency from other trade exchanges expressly authorized by TRADEONBARTER. Such currency will be converted to TRADEONBARTER BILLS (“T-Bills”*) prior to crediting your Account.

* “T-Bills” should not be confused with Treasury Bills. 
2.9. Transaction Procedure. We will be obligated to process the transfer of TRADEONBARTER BILLS represented by online transactions, TRADEONBARTER checks or other Buyer authorized posting documents only when the procedures outlined below are followed:
2.9.1. Online Transactions.

• Members who wish to use the Website to list a product or service for sale, make a purchase, or make a payment, must enter their approved password. It is important that you guard the identity of this password because the use of the password to make a purchase represents your consent as Buyer to debit your Account;
• Seller must approve a transaction initiated on the Website by a Buyer, resulting in the transfer of TRADEONBARTER BILLS from Buyer's Account to Seller's Account; and
• When using Services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be amended from time to time. All such policies or rules are hereby incorporated into these Rules. For additional terms and conditions governing your use of the Website, see Section 6.2 of these Rules, "Website Usage."

2.9.2. Document-Based Transactions.

• TRADEONBARTER checks and other Buyer authorized transaction documents are properly completed with account numbers, names, date, and signature;
• An authorization number is secured from TRADEONBARTER Authorization and Transaction Posting System ("TPS System") at 1-(503) 987-0295 or through the Website for each transaction;
• Authorization is obtained at the time of sale, provided however, that the authorization will expire unless an authorized Broker (or the TRADEONBARTER corporate office, if applicable) receives the approved transaction documents within fourteen (14) days from the date of authorization.
• Seller's Broker typically posts TRADEONBARTER CLUB transactions, not the Buyer's Broker. Seller and Seller's Broker must maintain any written documentation of the transaction (online shopping cart invoice, contract, invoice, etc.), including an authorizing signature from the Buyer.  It is the responsibility of the Seller to provide Seller's Broker (or the TRADEONBARTER corporate office, if applicable) any approved transaction documents within fourteen (14) days from the date authorized.  In case of a disputed document-based transaction, if no signed authorization from the Buyer is maintained, the transaction may be reversed at the Buyer's written request.
• A Seller may post transactions to the TPS System. TRADEONBARTER BILLS going into the Seller's account for transactions posted through the TPS System will be placed on hold for 48 hours. Transactions posted on the TPS System are subject to verification. It is the Seller's responsibility to receive, retain, and produce upon request, written authorization from the Buyer for each transaction posted. Failure to provide such documentation upon request will result in the transaction being reversed. We, in our sole discretion, may reverse or modify a transaction posted on the TPS System.
• Outstanding TRADEONBARTER checks and other Buyer authorized transaction documents are considered void twelve (12) months from the date written. We are under no obligation to post TRADEONBARTER checks and other Buyer authorized transaction documents that are submitted more than twelve (12) months after the transaction;
• We reserve the right to refuse to issue an authorization number if: (i) the Buyer does not have sufficient TRADEONBARTER BILLS to cover the purchase; (ii) either party is not a Member in good standing (See Section 2.16. below); (iii) TRADEONBARTER has reason to believe the transaction is prohibited by law or by the terms of these Rules; or (iv) the transaction is not authorized by the Buyer;

2.9.3. All Transactions.

• Submission of improperly completed Buyer authorized transaction documents to TRADEONBARTER or Brokers may result in delays or denial of posting.
• International transactions are always denoted in the currency of the Seller's country. The TRADEONBARTER BILLS deducted from the Buyer's account will be converted to the currency of the Seller's country at the rate available at the time of posting;
• It is the responsibility of the Buyer to notify Seller that Buyer is paying with TRADEONBARTER BILLS prior to making a TRADEONBARTER CLUB purchase. Buyer understands and agrees that by entering into a TRADEONBARTER CLUB transaction Buyer authorizes TRADEONBARTER to debit TRADEONBARTER BILLS from Buyer's Account for the amount of the transaction, and charge Buyer all applicable transaction fees.
• Prior to completing certain transactions, Buyer may be required by TRADEONBARTER to complete specified forms, including a Release of Liability and Assumption of Risk Agreement releasing TRADEONBARTER from claims related to the transaction.
• Seller understands and agrees that by approving or entering into a TRADEONBARTER CLUB transaction with Buyer, Seller authorizes TRADEONBARTER to credit TRADEONBARTER BILLS to Seller's Account for the amount of the transaction, and charge Seller all applicable transaction fees.
• TRADEONBARTER is not under any obligation to review transactions after one hundred eighty (180) days from the date of the transaction posting. We may, in our sole discretion, review a transaction older than 180 days, if we deem it appropriate. When a review is undertaken due to a Member complaint, such review may lead to the reversal of the transaction. Notwithstanding the foregoing, we have no obligation to monitor or evaluate members' actions or inactions, or the fairness or lawfulness of any transaction conducted through the TRADEONBARTER CLUB.

2.10. Transaction Assistance. We intend to use reasonable commercial efforts to assist Members to transact among themselves by making Member information available on the Website and maintaining current Member information. In addition, we may appoint, at our sole and absolute discretion, independent persons, or entities as Brokers to provide information on Members' products and services available through the TRADEONBARTER CLUB. Whenever you either enter into a transaction, or make an offer to enter into a transaction through the TRADEONBARTER CLUB, you acknowledge that (i) the sole parties to any TRADEONBARTER CLUB transaction are the Buyers and Sellers involved and not TRADEONBARTER (unless TRADEONBARTER notifies a Member in writing that TRADEONBARTER is acting as a Buyer or Seller in a transaction), (ii) each transaction is entered into voluntarily and incurs normal risks associated with any business transaction, (iii) each Member will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into the transaction, and (iv) TRADEONBARTER is not a guarantor of any transaction or TRADEONBARTER bill transfer or liable in any manner for damages related to the transaction. We will use reasonable commercial efforts to record transactions accurately and to administer the Rules in accordance with their terms. However, the initiative for using our services for your economic benefit is exclusively yours and TRADEONBARTER does not guarantee or warrant any level of business through the TRADEONBARTER CLUB.
2.11. Safe Transactions. You bear sole responsibility for the authentication of the identity of any person with whom you may transact. You acknowledge that authentication is difficult, particularly on the Internet, and that TRADEONBARTER does not confirm any person's purported identity. You should communicate directly with potential trading partners and establish your own standards for identity authentication. You should use caution, common sense and practice safe transactions when using the TRADEONBARTER CLUB. There may also be, and you accept full responsibility for, any risks associated with dealing with foreign nationals and persons acting under false pretense.
2.12. Availability of Products and Services. TRADEONBARTER is not responsible if Member cannot find, and does not represent, warrant, or guarantee that Member will find, specific products or services to purchase, or customers for their products and services within the TRADEONBARTER CLUB.
2.13. Prohibited Products and Services. Refer to our "Prohibited or Restricted Products and Services Policy" which is part of these Rules and incorporated by reference. No Member shall offer for sale or purchase any product or service through the TRADEONBARTER CLUB in a manner that violates federal, state, provincial, or local law, and no offer to sell or purchase any such prohibited product or service shall be deemed to be authorized by TRADEONBARTER. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state, provincial, or local law, including but not limited to travel services, alcohol, real estate, and professional services.
2.14. Real Estate Transactions; Travel Services. Refer to our "Real Estate Policy" and our "Travel Service Policy" which are part of these Rules and incorporated by reference.
2.15. No Control over Member and Third-Party Information. We are not responsible for, and do not control, represent, or endorse the accuracy, reliability, integrity, or legality of any information provided by Members, Brokers, and third parties available through the TRADEONBARTER CLUB, including information that is transmitted on behalf of Members by Brokers or their employees. Members and third parties are solely responsible for their respective information.
2.16. Definition of "Member in Good Standing." A Member who (i) has completed a Member Application and accepted our Member Agreement; (ii) complies with the current Rules and any other agreements in effect with TRADEONBARTER, (iii) is current in the payment of all Fees (defined in Section 3 - Continuing Service and Transaction Fees) owing to us under this Member Agreement, (iv) is not in Default (defined in Section 5 - Breach of Rules; Prohibitions; Termination), and (v) has a valid Member account, is a "Member in good standing." Only Members in good standing are entitled to the services of TRADEONBARTER.
2.17. Advertising Authorization. Unless we are otherwise notified in writing, you authorize us and our Brokers to inform other Members of the availability of your products and services. This authorization includes, without limitation, listings in local, regional, or national directories, Website listings, e-mail broadcasts, and other printed materials. You acknowledge and agree that Member information that will be publicly available may be the name of the business, address, contact person, telephone number, fax number, email address, website URL, and product and service availability. We are neither a party to these sales listings nor responsible for their accuracy. Any inaccuracies should be immediately reported to us, in writing. We reserve the right to restrict or deny the publishing or promotion of products and services that we, in our sole discretion, deem to be inappropriate.
2.18. Consent to Receive Electronic Mail from TRADEONBARTER. You hereby expressly consent to receive from us (and from our Brokers) electronic mail messages that we may send from time to time, in our sole discretion, containing information promoting the sale, lease, or other disposition of products and services made available through the TRADEONBARTER CLUB, or containing information regarding the operation of the TRADEONBARTER CLUB. You agree that we are not responsible for, and do not control, represent, or endorse the accuracy, reliability, integrity, or legality of any email, advertising, or other information provided by Members or Brokers.
2.19. Record Keeping
2.19.1. We issue periodic statements to you reflecting your Account activity and amounts due and owing to TRADEONBARTER. Statements are deemed accurate as produced unless you notify the TRADEONBARTER corporate office in writing of any discrepancy, within four weeks of the statement date. We are under no obligation to review transactions entered on an Account one hundred eighty (180) days after the date of the posting of the transaction. Interim Account activity summaries may be made available at the Website. If you request copies of processed TRADEONBARTER checks or other Buyer authorized transaction documents over one hundred eighty (180) days old, you may be charged a USD research fee per copy unless the examination reveals an accounting error.
2.19.2. TRADEONBARTER operates on a four (4) week accounting cycle ("Cycle") that may or may not conform to any given calendar month. Each Cycle begins on a Friday and ends at midnight on the fourth Thursday following.  Seller fees for product or services are due and paid at the time of transaction.
2.19.3. We have the right, but not the obligation, to reverse transactions due to non-compliance with these Rules or failure to provide products or services. Transactions are subject to final audit and verification by TRADEONBARTER and, in case of inaccuracies, non-compliance, or non-fulfillment; we may debit or credit your Account without notice.
2.20. Funds in Transit. The following applies to transactions involving special or long distance orders, construction jobs, service work, long-term leases and other work-in-progress transactions. TRADEONBARTER bill transactions should be conducted in the same manner as USD transactions. For instance, Buyer should consider obtaining a written estimate or description of product or service and price before authorizing work to begin or shipments to be made. Before starting work or shipping a product, Seller should consider obtaining a deposit or down payment in TRADEONBARTER BILLS in the same manner as a seller would in a USD transaction. The Escrow Service (ESCROW) Program has been designed to assist Members with transactions in excess of $1,500 TRADEONBARTER BILLS, or those transactions that require more time than the TRADEONBARTER authorization process allows (14 days). The ESCROW Program is designed to assure the Seller that the Buyer's TRADEONBARTER bill funds have been set aside for the specific transaction and to assure the Buyer that the Seller will not receive the funds until Seller has delivered the goods and services purchased according to the terms and conditions of the sale. A TRADEONBARTER check or other authorized transaction documents and a ESCROW Initiation Form must be submitted to the TRADEONBARTER corporate office before funds may be deposited into a ESCROW account. Before funds can be released from a ESCROW account, a ESCROW Release Form must be completed and signed by the Buyer and submitted to the TRADEONBARTER corporate office. In the event the Buyer does not promptly execute an ESCROW Release Form after receiving the goods or services purchased, TRADEONBARTER will notify the Buyer that the TRADEONBARTER BILLS held will be released to the Seller in five business days, unless the Buyer provides a written explanation describing why Buyer is disputing the transaction. If and when Buyer disputes a transaction, it is Buyer's responsibility to pay any applicable shipping costs to return the product or goods to Seller. TRADEON BARTER may use an outside party to manage Escrow Program, a separate management fee may occur.
2.21. Products or Services sold by TRADEONBARTER. Although not normally involved in the transaction between Buyers and Sellers, TRADEONBARTER may on occasion act as principal but only after notifying a Member in writing that it is acting as a Buyer or Seller in a particular transaction.
ON ALL PRODUCTS OR SERVICES OFFERED OR SOLD BY TRADEONBARTER, THE ONLY WARRANTY TRADEONBARTER MAKES IS THAT IT HAS TITLE FREE AND CLEAR FROM ANY LIEN OR ENCUMBRANCE. ALL PRODUCTS OR SERVICES ARE SOLD "AS IS, WHERE IS." TRADEONBARTER MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS OR SERVICES SOLD IN TRANSACTIONS IN WHICH TRADEONBARTER MAY ACT AS PRINCIPAL, AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER, DISTRIBUTOR OR RETAILER OF SUCH MERCHANDISE FOR ANY WARRANTY.
2.22. Member Transactions with Brokers. Brokers and their employees, both in the United States and Canada, are free to buy and sell in the TRADEONBARTER CLUB with TRADEONBARTER BILLS on their own behalf and for their own account. Every provision of the Rules applies equally to Brokers and their employees, as well as to Members. With respect to your transactions with Brokers and their employees, you agree that (i) you will not hold TRADEONBARTER responsible or liable for your transactions with Brokers and their employees, or for their content, actions or inactions, the items they list or the products and services they offer, and (ii) you will indemnify and hold TRADEONBARTER harmless from any third-party claim arising from a transaction or attempted transaction with a Broker or its employees when Broker is acting as a principal to the transaction.
2.23. Taxes. Each Member must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to TRADEONBARTER before engaging in any transaction through the TRADEONBARTER CLUB. By signing a Member application or agreeing to the terms of the Member Agreement, you thereby declare and affirm that your taxpayer identification number (or, if applicable, social security number) you provide to TRADEONBARTER is valid and correct. Members shall be solely responsible to collect, remit, declare, and report all applicable federal, state, provincial, local, and municipal taxes, including appropriate sales and excise taxes and GST, resulting from any transaction involving TRADEONBARTER BILLS to the appropriate taxing authorities as required by law. Under no circumstances are we responsible to pay any sales, excise, GST, use, or other taxes on behalf of any Member. Transactions involving TRADEONBARTER BILLS are generally treated as taxable events for federal, state, provincial, and local tax purposes. It is your responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from TRADEONBARTER bill transactions rests solely with you. In the United States, we are required by law to submit a 1099B for each Member Account to the IRS each year reporting the gross sales of the Account. In Canada, sale transactions are deemed within the purview of the Income Tax Act, and TRADEONBARTER bill transactions should be reported by the Member to Revenue Canada per applicable law. You agree to indemnify and hold TRADEONBARTER harmless for any actions we take to comply with federal, state or provincial, and local laws.
2.24. Disputes
2.24.1. Transaction disputes concerning the quality, fulfillment, or deliverability of products and/or services purchased are between the Buyer and Seller ONLY, and TRADEONBARTER has no responsibility in connection therewith other than recording transactions. You should exercise the same discretion in evaluating sellers, inspecting products, conducting due diligence, and ensuring delivery in TRADEONBARTER bill transactions as you do in USD transactions. We are not responsible for use of TRADEONBARTER BILLS by unauthorized persons or for transactions that do not comply with the Rules, nor are we under any obligation to reverse unauthorized or noncompliant transactions. TRADEONBARTER is not a Buyer or Seller in any transaction unless it notifies Member in writing.
2.24.2. In situations in which Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller or the Seller's Broker to provide TRADEONBARTER with written verification from the Buyer authorizing the transaction (e.g., signed TRADEONBARTER check or other authorized transaction documents). If such documentation is not received by TRADEONBARTER by the later of: (i) five (5) business days of TRADEONBARTER's notice of the dispute, or (ii) fourteen (14) days from the date the transaction was authorized, the transaction will be reversed. We are under no obligation to reverse transactions after one hundred eighty (180) days from the date of the disputed transaction posting. Except in the case of an accounting error, if a transaction is reversed, Member may still be charged the appropriate transaction fees.
2.24.3. In situations in which Buyer disputes the fulfillment or deliverability of products and/or services, it is the Buyer's responsibility to complete and submit to TRADEONBARTER corporate headquarters a transaction dispute form, available on the Website ("Transaction Dispute Form"). TRADEONBARTER, in its sole discretion, will determine, in accordance with these Rules, whether or not the dispute warrants its involvement. In cases in which disputes are deemed valid and within 180 days of the posting of the transaction, TRADEONBARTER will forward the Transaction Dispute Form to the Seller, requesting a response within five (5) business days. Upon receipt of Seller's timely response, our Transaction Dispute Department will review all available information and TRADEONBARTER will determine in its sole discretion whether the transaction remains as posted, or if the transaction shall be reversed. Failure of Seller to respond to the Transaction Dispute Form will, in most cases, result in the disputed transaction being reversed. Neither TRADEONBARTER nor the Transaction Dispute Department is under any obligation to review transactions after one hundred eighty (180) days from the date of the disputed transaction posting.
2.24.4. If you have three (3) Transaction Dispute Forms filed against you within a one (1) year period which we deem to be valid disputes in accordance with these Rules, you may be deemed to be in Default (defined below) and your Account may be terminated in accordance with Section 5 - Breach of Rules; Prohibitions; Termination.
3.0 CONTINUING SERVICE AND TRANSACTION FEES

3.1. Each Seller Member will pay TRADEONBARTER seller fees for directory listing and/or posting, record keeping and administrative services, transaction fees for sales and purchases, and other fees (collectively, "Fees"). Fees are due at the time of transaction or/and upon receipt of your TRADEONBARTER statement or at the time of transaction. TRADEONBARTER BILL fees are automatically deducted from your Account. All Fees that are not payable in TRADEONBARTER BILLS are due and paid in United States Dollar or the currency of the country of the seller herein collectively called "USD Fees”. USD Fees must be paid by USD, check, cashier's check, money order, electronic funds transfer ("EFT") or credit card. "Preferred Members," as defined below, have their USD Fees paid with an approved credit card or EFT.
3.2. Premier Membership Fees. Premier Members (defined in Section 3.4 below) are charged $29.00 USD or $39.00 USD or $68.00 USD, and $0.00 TRADEONBARTER BILLS to your Account each month accounting and billing cycle ("Billing Cycle") for your right to participate in the TRADEONBARTER CLUB as a Premier Member.
3.3.Transaction Fees for payments made in US dollars. All members (defined in Section 2.3) are charged a 7.5 percent (7.5%) USD transaction fee on purchases (payable by Buyer) and a fee to match PayPal rates paid in  USD as a transaction fee on sales (payable by Seller). The transaction Fees may be charged on the full amount of transactions, including the USD portion of an authorized part TRADEONBARTER bill/part USD transaction.
Fees include the following:

*Premium member are eligible to apply to TradeonBarter's group health insurance.  Costs not included herein and are extra.  This is an optional service, not required to join. *Unless negotiated and approved in writing by both parties, buyer and seller; along with TradeonBarter, Inc. **If buyer request escrow company, separate fee may apply.

Fair market value of Bills.

YOUR MONTHLY SALES*	YOUR USD FEE PER TRANSACTION	EXAMPLES
$0 - $3,000	15% + $1.00	$451 fee on a $3,000 sale
$3,000.01 - $10,000	12.5% + $1.00	$1,251 fee on a $10,000 sale
$10,000.01 - $100,000	11% + $1.00	$11,001 fee on a $100,000 sale
$100,000.01 - $1,000,000	7.5% + $1.00	$75,001 fee on a $1,000,000 sale
Above $1,000,000	5% + $1.00 Representative will work with vendors	$50,003 fee on a $1,000,040 sale

3.4. Preferred Member Status. "Preferred Members" are Members who have agreed to pay USD Fees with an approved credit card or EFT on a continuing basis. If your credit card is declined or the EFT is returned and is still being dishonored by the end of the Billing Cycle, your Preferred Member status will be revoked. Your Preferred Member status can be reestablished for the next Billing Cycle if you demonstrate that the EFT or credit card used for that Billing Cycle is not dishonored.
Preferred Members who want to remove the credit card or EFT from their Account will need to submit a request to the TRADEONBARTER corporate office in writing via fax, email (support@TRADEONBARTER.com), member’s account on www.tradeonbarter.com or U.S. Mail from the primary Account holder (or from the Credit Card owner, if different than the primary Account holder). Any Preferred Member with any transactional activity in a Billing Cycle will not be allowed to remove their credit card or EFT until after the applicable credit card or EFT run date has passed.
3.5. Credit Line Interest. If your Account has a negative TRADEONBARTER bill balance at the end of any Billing Cycle, credit line interest of one and one-half percent (1.5%) per Billing Cycle (19.5% annually) will be charged in TRADEONBARTER BILLS.
3.6. Over-Limit Fee. If your Account has a negative TRADEONBARTER bill balance at the end of any Billing Cycle that exceeds yours approved credit line, or if you have no credit line, an over-limit fee of $25 will be charged in USD each Billing Cycle, until the negative TRADEONBARTER bill balance is within your established line of credit.
3.7. USD Finance Charge/Late Fee. A USD finance charge of one and one-half percent (1.5%), but not less than a minimum Late Fee of $7.50, will be charged if the USD Fees you owe are not received by TRADEONBARTER within one Billing Cycle of your statement date.
3.8. EFT Returns, Chargebacks, and NSF. EFT returns, credit card chargebacks, and Non-Sufficient Funds (NSF) USD check returns will be charged $25.00 USD per incident against the originating account. Until the payment is honored by your bank or credit card issuer or until TRADEONBARTER receives payment of Fees owed, your TRADEONBARTER bill balance will be frozen.
3.9. NSF TRADEONBARTER checks. Non-sufficient Funds TRADEONBARTER checks or other authorized posting documents may be charged $25 TRADEONBARTER BILLS, per incident.
3.10. Statement Fee. A $1.00 USD statement fee will be assessed per Billing Cycle to those Members who elect to have their TRADEONBARTER statement (showing account activity and fees owed) delivered via the United States or Canadian Postal System. The statement fee will be waived if you elect to receive your TRADEONBARTER statement by email delivery or email notification, and you are a Member in good standing. The $1.00 USD statement fee will be assessed to your Account if your email address no longer accepts email delivery of your statement, for whatever reason, causing TRADEONBARTER to send you printed statements.
3.11. Reinstatement Fee. A $50 USD reinstatement fee will be assessed to Member Accounts that have been closed for three or more Billing Cycles and are reinstated by Member.
3.12. Due Date of USD Fees. USD Fees are due at the time of transaction and Premier Membership Fee payable upon receipt of your statement (Members have their fees automatically billed to their credit card or EFT). USD Fees are payable directly to TRADEONBARTER Corporation (not to a Broker) and sent to us at the address shown on the statement. The date of receipt of your payment is the date that funds are received by us at the address designated on the statement.
3.13. Checkbook Re-order Fee. A $10 USD checkbook re-order fee will be assessed on each checkbook ordered in excess of five (5) checkbooks within a calendar year.
3.14. Fees Are Non-Refundable. Unless otherwise agreed in writing by TRADEONBARTER, your payment of Fees to TRADEONBARTER is non-refundable. If Buyers or Sellers do not complete a posted transaction, the posting of a transaction is disputed, or if a previously posted transaction is reversed, we will not be obligated to refund any Fees we have received. In certain circumstances, a Fee credit may be approved and applied to your Account. In which case, the Fee credit will be reduced over time as new Fees are assessed to the Account.
3.15. Payment of Fees. If USD Fees are past due on the date of the second Billing Cycle (typically fifty-six (56) days) after the date originally invoiced, you waive all rights to the use of any positive TRADEONBARTER bill balance in your Account and grant TRADEONBARTER the right to freeze your TRADEONBARTER bill balance until the past-due Fees are paid.
3.16. Modification of Fees. We may modify our Fee policy and the Fees assessed to your Account at any time in our discretion, by written or email notice, or by posting the amended terms on the Website. Even in the absence of a transaction, the implemented changes will apply to your TRADEONBARTER bill balance in your Account and any pending (but not yet authorized) or future transactions by you or any Authorized User.
3.17. Advance Payment. TRADEONBARTER may, in its sole discretion, require advance payment of Fees.
3.18. Delinquent Accounts. If a Member’s Account is delinquent more than two times within a period of six (6) Billing Cycles, you will be required to provide TRADEONBARTER a valid credit card number or EFT, and, in so doing, you authorize TRADEONBARTER to charge such credit card or EFT for all past or future Fees owed or payable by you.
3.19. Forfeiture of TRADEONBARTER BILLS. We may close, without prior notice, any Account continuing in a delinquent status for three (3) consecutive Billing Cycles or upon Default (defined below). If we close a Member’s Account for delinquency or Default, any TRADEONBARTER BILLS in such Account will be forfeited unless outstanding Fees are promptly paid. In TRADEONBARTER's sole discretion, the Account may be reinstated and the TRADEONBARTER BILLS returned to such Account if the Member pays TRADEONBARTER all outstanding Fees, together with all Fees that would have accrued during the period between Account closure and its reinstatement.
3.20. Negative Account Balance Upon Account Termination. If your Account has a negative TRADEONBARTER BILL balance (where purchases have exceeded sales), regardless of whether you have been granted any Credit Line (defined in Section 4.3 below), on the date your Account is terminated or cancelled in TRADEONBARTER's sole discretion, or for delinquency, Default, or at your or your Broker's request, you must deposit TRADEONBARTER BILLS sufficient to repay the entire negative balance into your Account within four (4) weeks of the Account termination date. After this four (4) week period, Member is obligated to promptly pay TRADEONBARTER any remaining negative TRADEONBARTER bill balance in U.S. DOLLAR. TRADEONBARTER reserves the right to charge any Fees due and the amount of any remaining TRADEONBARTER bill balance (after the four (4) week period described immediately above) against any credit cards or EFT authorizations on file. In TRADEONBARTER's sole discretion, the Account may be reinstated and the TRADEONBARTER bill balance returned to the Account if the Member pays TRADEONBARTER all outstanding Fees, together with all Fees that would have accrued during the period between Account closure and its reinstatement.
3.21. Joint and Several Liability. If a TRADEONBARTER Account is opened, Member and any Authorized User hereby assume joint and several responsibility for all transactions, Fees, and negative TRADEONBARTER bill balances as outlined in these Rules.
4.0 ADMINISTRATION OF THE TRADEONBARTER CLUB  AND TRADEONBARTER BILLS
4.1. Nature of TRADEONBARTER BILLS. The term "TRADEONBARTER bill" refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of products and services among Members of the TRADEONBARTER CLUB. TRADEONBARTER BILLS denote the right to receive products or services available from other Members, or the obligation to provide products or services to other Members. TRADEONBARTER BILLS are not legal tender, securities, or commodities, are not an obligation of TRADEONBARTER, and cannot be redeemed for USD or legal tender. In no event shall TRADEONBARTER be required to refund, redeem or pay any amounts to any Member for any TRADEONBARTER BILLS, or allow conversion or liquidation of TRADEONBARTER BILLS into USD or legal tender. TRADEONBARTER BILLS may not be bought or sold for USD. Offers to buy or sell TRADEONBARTER BILLS for USD can lead to immediate termination of Member's Account and forfeiture without recourse of all TRADEONBARTER bill balances. Transactions found to be in violation of this provision can be reversed without notice and participating Members' Accounts closed. For purposes of transacting and record keeping within the TRADEONBARTER CLUB, one TRADEONBARTER bill shall be assigned a value equivalent to one dollar of the country in which the Member's Account resides. TRADEONBARTER BILLS shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Members in any way, directly or indirectly, except as required for the following purposes, and in each case in accordance with these Rules:

• the bona fide payment for products and services through the TRADEONBARTER CLUB ;
• the payment of Fees;
• as otherwise provided in the Member Agreement or these Rules;

TRADEONBARTER disclaims any and all responsibility for the negotiability of TRADEONBARTER BILLS.
4.2. Member's Account
4.2.1. General. TRADEONBARTER is not a bank. Your Account is denominated solely in TRADEONBARTER BILLS (except to the extent you may be billed USD Fees pursuant to Section 3 - Continuing Service and Transaction Fees). Your Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other such governmental or quasi-governmental agency. All TRADEONBARTER BILLS generated by transactions entered into by Member will be commingled in your Account, and can be used (i) by you or any Authorized User as Buyers in other transactions, (ii) by us to set-off any amounts (including, but not limited to, Fees) denominated in TRADEONBARTER BILLS owed by Member under the Member Agreement, (iii) by us to reduce any negative Account balance arising from transactions previously entered into by you or any Authorized User. We will not pay interest on positive Account balances and do not guarantee that there will be adequate TRADEONBARTER bill reserves to cover all outstanding claims against the TRADEONBARTER CLUB.
4.2.2. Positive and Negative Balances. A positive Account balance (i.e. a credit balance) denotes your right to purchase goods and services offered by other Members willing to accept TRADEONBARTER BILLS in payment for those products and services. A negative Account balance (i.e. a debit balance) creates an obligation on the Member to sell products or services to other Members to the extent of the TRADEONBARTER BILL deficit, and remains a Member obligation upon Account closure (see Section 3.20).
4.2.3. Restrictions. We may, in our sole discretion:

• Restrict the use of TRADEONBARTER BILLS deposited in the Account for a transaction, for a period of time after the completion of such transaction, and thereafter pending resolution of any dispute regarding that or any other transaction posted to your Account;
• Modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Member;
• Require escrow, vesting or other procedures before the Member can use TRADEONBARTER BILLS in the Account, or
• Cancel, freeze, and/or otherwise restrict sales, purchases, or the use of TRADEONBARTER BILLS in the Account by the Member in connection with a Default by Member (see Section 5 - Breach of Rules; Prohibitions; Termination).

4.2.4. Affiliate Accounts. Affiliate accounts are subject to the following provisions and benefits:

• A completed Membership Application is required to set up an affiliate-account;
• The affiliate-account must remain in good standing;
• Credit will be assessed on Affiliate performance activity equal to 5% of annual value of new vendor’s product and/or services provided to TradeonBarter Club, paid in TradeonBarter Bills.
• Credit will be assessed on Affiliate performance activity equal to 5% of new buyer buy-in amount converted into TradeonBarter Club, paid in buyer’s currency.

4.2.5. Inactive Status. TRADEONBARTER or a Member's assigned Broker may classify a Member's Account as "Inactive" if TRADEONBARTER or Broker determines Member has not transacted in the TRADEONBARTER CLUB for at least six (6) consecutive Billing Cycles. You may initiate Inactive Status with respect to the products and services offered by you as a Member, ONLY during the Cycle(s) you maintain a positive TRADEONBARTER bill balance. To initiate Inactive Status, you must (i) give advance written notice to your assigned Broker and (ii) inform other Members who call for products and services that you are in Inactive Status and will be accepting TRADEONBARTER BILLS in the near future. While in Inactive Status, you are still subject to Fees defined in Section 3 (Continuing Service and Transaction Fees); however, your product and service listings will be removed from the TRADEONBARTER CLUB. A Broker may discontinue its service to an Inactive Member.
4.2.6. Abandoned Account. An Account will be considered abandoned if Member has not entered into a transaction over any period of thirteen (13) consecutive Billing Cycles. We may, in our sole discretion, terminate an abandoned Account in accordance with Section 5 - Breach of Rules; Prohibitions; Termination (regardless of whether the abandoned Account has a positive or negative Account balance), and any positive Account balance will be transferred out of the Account. Member will not receive any value for such positive Account balance. If the Account has a negative Account balance at the time of termination, you agree to pay TRADEONBARTER an amount equal to the U.S. Dollar equivalent of the negative Account balance (see Section 3.20). In TRADEONBARTER's sole discretion, abandoned accounts may be reinstated per Section 5.5.
4.2.7. Security Interest. You hereby grant TRADEONBARTER a security interest in all TRADEONBARTER BILLS credited, and to be credited to your Account, to secure the amount of all of your unpaid Fees and other obligations to TRADEONBARTER (whether payable in TRADEONBARTER BILLS or USD), whether incurred by you or any Authorized User. If Member becomes insolvent or bankrupt, all USD Fees shall be due and payable in full. TRADEONBARTER shall have the option, in lieu of filing as a creditor, of treating the TRADEONBARTER bill balance as equal in value to the amount of USD Fees owing, and terminating the Account; provided however, that if TRADEONBARTER does receive all of its USD Fees in full, TRADEONBARTER shall reinstate the TRADEONBARTER BILLS to the Member's Account.
4.2.8. Special Offers and Promotions. We may, in our sole discretion, make special offers and promotions, such as reduced Fees, incentives or other benefits, available to all or some Members without creating any obligation on our part, other than as explicitly set forth in such offers or promotions, including, without limitation, any obligation to continue such offers or promotions on an ongoing basis. We may also enter into contracts with third party providers to offer their products or services to Members through the TRADEONBARTER CLUB in exchange for payment from Members partially in the currency of the country in which the Member's Account resides and partially in TRADEONBARTER BILLS. We, at our sole discretion, may designate an exclusive provider of particular classes of products or services within the TRADEONBARTER CLUB and prohibit other Members from transacting such classes of products or services during any period of exclusivity granted to the third party provider.
4.2.9. Access to Other Trade Exchanges. We may, in our sole discretion, permit trading between members of the TRADEONBARTER CLUB and other TRADEONBARTER approved trade exchanges. Before Member engages in transactions with members of other TRADEONBARTER approved trade exchanges, Member may be required to agree to, and comply with, any rules and terms and conditions required by the other trade exchange. We reserve the right to suspend or end trading on any other exchange at any time and for any reason, or no reason, without liability.
4.3. TRADEONBARTER Bill Extensions of Credit. You understand and acknowledge that all aspects of TRADEONBARTER bill extensions of credit ("Credit Line") are within the sole discretion of TRADEONBARTER. Members wishing to apply for a Credit Line may be required to (i) submit a line of credit application and financial statements, (ii) sign credit agreements or promissory notes, (iii) provide a guarantee; (iv) provide collateral or (v) prepay USD Fees prior to approval. We may, in our sole discretion and without liability to Member or any Authorized User, at any time for any reason or no reason, without prior notice, change the amount of or revoke a Member's Credit Line.
Any Account owing past-due USD Fees on the date of the second Billing Cycle (typically fifty-six (56) days) after the date originally invoiced, may have any Credit Line immediately revoked by TRADEONBARTER, at that time or any time thereafter, unless or until all Fees are paid in full.
4.4. Allocation of Products and/or Services. Member acknowledges that allocation of products and services in short supply may be regulated and managed by TRADEONBARTER. As a result, we may in our sole discretion, or the request of Seller or your assigned Broker, determine that some Members be designated as "Broker Managed" Accounts and that all contact and transactions be handled through an assigned Broker. You acknowledge that certain Member Accounts may be primarily or solely for the use of TRADEONBARTER, its Brokers or employees. With respect to those Accounts, we, our Brokers, and their employees will be subject to these Rules in the same manner as Members.
4.5. Compliance with Rules and Policies
4.5.1. Member and each of its Authorized Users shall adhere to all of TRADEONBARTER's Rules and policies, as amended from time to time, posted on the Website or otherwise provided to such Member, including the Privacy Policy, our Fee Policy (set forth as Section 3 - Continuing Service and Transaction Fees), and policies providing additional terms and conditions related to specific products or services offered in the TRADEONBARTER CLUB  (see Section 2.5 - Legal Right to Sell Listed Products and Services).
5.0 BREACH OF RULES; PROHIBITIONS; TERMINATION

5.1. Rule Violations. Violations of these Rules may result in termination of your Account and immediate adjustment to the transactions involved, and may result in the assessment of increased Fees as specified herein. We have the right, but are not obligated, to inquire into complaints of Rule violations by Members. You grant to TRADEONBARTER the right to take such actions, which, in our sole discretion, are deemed necessary to adjudicate or resolve such complaints. Without limiting other remedies, for violation of these Rules we may limit, suspend, or terminate our Services to you, limit, suspend, or terminate your Member Account or your right to transact in the TRADEONBARTER CLUB, prohibit access to our Website, delay or remove posted content and your Member information, take technical and legal steps to keep you off the Website, reverse disputed transactions, and close Accounts that are delinquent, abandoned or in Default.
5.2. Default; Remedies Upon Default
5.2.1. Definition of Default. Among other things, a Member is in default of the Member Agreement to which these Rules are appended ("Default") if any one of the following occurs:
(a) Member does not make a required Fee payment by the due date;
(b) Member becomes generally unable to pay its debts or obligations (including, but not limited to, a negative TRADEONBARTER bill Account balance) as and when they become due;
(c) Member provides TRADEONBARTER with any false or misleading Member Information (defined in Section 6 - Intellectual Property; Website Usage; Member Information) or a false signature on the TRADEONBARTER Member Application, or such Member fails to notify TRADEONBARTER if any such Member Information previously provided becomes false or misleading;
(d) Member ceases to do business as a going concern or, in the case of individuals, such Member dies, becomes incapacitated or otherwise incapable of decision-making;
(e) A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Member under the U.S. Federal Bankruptcy Code or any similar laws;
(f) We believe that the likelihood of Member performing its obligations under these Rules or the Member Agreement has been impaired;
(g) Member is found, or is reasonably believed by us, to have engaged in deceitful transaction practices or otherwise fraudulent, undesirable or harmful conduct as determined by TRADEONBARTER;
(h) Member violates these Rules (inclusive of any policies or documents it incorporates by reference) or breaches the Member Agreement;
(i) TRADEONBARTER cannot verify or authenticate information delivered by such Member to TRADEONBARTER or other Members, or placed on, in or through the TRADEONBARTER CLUB by such Member;
(j) Member is in default of any obligation to TRADEONBARTER, another Member, a member of another TRADEONBARTER-approved exchange which is permitted to trade in the TRADEONBARTER CLUB, or any third party relating to your obligations under this Member Agreement;
(k) Member is the subject of an investigation by a government agency or other authority;
(l) TRADEONBARTER concludes in its sole discretion that any act or omission of Member may cause legal liability for TRADEONBARTER, the Member, or other Members;
(m) Member is in violation of any local, state, provincial, or federal law, relating to Member's obligations under this Member Agreement and use of the TRADEONBARTER CLUB;
(n) Member engages in overpricing, "Check Passing," or "Direct Transactions" (defined below); or
(o) Any of the events described above with respect to a Member occurs with respect to any Authorized User.
5.2.2. Remedies Upon Default. Upon Default by Member, TRADEONBARTER has the right, at its election then or at any time thereafter, to take, without limitation, one or more of the following actions in addition to any other remedies at law or in equity that may be available:

• Terminate Member's Account (see Section 5.3);
• Declare any negative Account balance and any Fees arising from transactions entered into by such Member or any Authorized User, to be immediately due and payable to TRADEONBARTER in an amount equal to the U.S. DOLLAR equivalent of the negative Account balance, with or without prior notice to Member;
• Immediately delete any Listings or other information of Member;
• Require modification of payment terms or Fees in order to continue or reinstate access or use by Member of services provided by the TRADEONBARTER CLUB;
• Temporarily suspend, indefinitely suspend, or terminate the rights of Member to transact in (as a Seller and/or Buyer), access, or otherwise use the TRADEONBARTER CLUB  or TRADEONBARTER BILLS in the Account;
• Issue a warning to such Member, and/or
• Refuse to provide Services to Member.

5.3. Termination
5.3.1. Termination by TRADEONBARTER. We reserve the right to terminate membership or use of an Account by any business or individual, with or without prior notice, in our sole discretion, whether upon Default by Member, for any other reason, or for no reason.
5.3.2. Termination by Member. You may terminate your Account upon twenty-eight (28) days written notice to TRADEONBARTER.
5.3.3. Effects of Termination. If your Account is terminated for any reason, the following apply:
(a) All Fees outstanding become due and payable;
(b) No Fees will be refunded; and
(c) Any Member with a negative TRADEONBARTER bill balance (where purchases have exceeded sales) must balance its Account by depositing TRADEONBARTER BILLS sufficient to repay the entire negative balance into it within four (4) weeks of termination date. After this four (4) week period, Member is obligated to promptly pay TRADEONBARTER any remaining negative TRADEONBARTER bill balance in U.S. DOLLAR. TRADEONBARTER reserves the right to charge any Fees due or the amount of any remaining negative TRADEONBARTER BILLS balance against any credit cards or EFT authorizations on file.
5.4. Spend Down Status. If your Account is terminated by either party and your Account has a positive TRADEONBARTER bill balance (where sales exceed purchases), the Account may be placed in "Spend Down Status," after TRADEONBARTER is paid any Fees then owing plus the transaction Fee on the positive balance. Spend Down Status shall mean you will have twelve months to spend the positive balance in your Account. When an Account is in Spend Down Status, (i) all transactions will continue to be governed by the terms and conditions of the Member Agreement, and (ii) the Account is restricted from any further deposits of TRADEONBARTER BILLS. Spend Down accounts are assessed the $1 USD statement Fee if Member elects printed statements (see Section 3.10). At the end of the twelve-month period following the conversion to Spend Down status, TRADEONBARTER, in its sole discretion, may either terminate the Account, regardless of any remaining positive TRADEONBARTER bill balance, or may opt to assess an annual maintenance fee of $200 TRADEONBARTER BILLS on the anniversary date of the conversion until the Account's balance is reduced to zero and the Account is closed. You may forfeit your positive TRADEONBARTER bill balance by so instructing TRADEONBARTER in writing and no further fees will be assessed.
5.5. Reinstatement of Member Account. Upon completion of a Reinstatement Application and the approval of TRADEONBARTER, a Member Account will be reinstated and any TRADEONBARTER bill balance restored upon Member's payment of any outstanding Fees (together with all Fees that would have accrued during the period between Account closure and its reinstatement) and a $50.00 USD reinstatement Fee. Member will be reinstated under the then-current TRADEONBARTER Fee Policy rates as published on the Website and will be required to pay Fees with an approved credit card or EFT on a continuing basis.
5.6. Direct Transactions and Check Passing. A "Direct Transaction" is a transaction whereby two Members directly exchange their products or services for the purpose of avoiding Fees due to TRADEONBARTER. "Check Passing" occurs when a Seller directs a Buyer to make out an TRADEONBARTER check or other Buyer authorized transaction documents to a third party. No Member shall issue or accept an TRADEONBARTER check with the Seller's name, account number or amount of the TRADEONBARTER check left blank or accept a third party TRADEONBARTER check. It is also deemed Check Passing and/or a Direct Transaction for one Member to make purchases for another or to allow another Member to make purchases utilizing its Account. Submission of improperly completed TRADEONBARTER checks or other Buyer authorized transaction documents to TRADEONBARTER may result in delays or denial of posting. Direct Transactions and Check Passing between Members are prohibited, and if consummated, both parties are subject to a fifteen percent (15%) USD transaction Fee assessed on the value of the TRADEONBARTER bill transactions involved in the Direct Transactions or Check Passing, payable upon demand. When TRADEONBARTER learns of Check Passing or Direct Transactions, TRADEONBARTER has the right to re-post transactions to each Member's Account to properly reflect the transaction. Direct Transactions and Check Passing may also result in suspension of transaction privileges or termination of Member's Account.
5.7. Spend Out/Cancellation. If TRADEONBARTER reasonably believes that a Member is spending out its TRADEONBARTER bill balance in anticipation of canceling future participation in the TRADEONBARTER CLUB, or if Member has requested termination of its Account, then TRADEONBARTER may require the prepayment of USD Fees on the remaining TRADEONBARTER bill balance held in Member's Account.
6.0 INTELLECTUAL PROPERTY; WEBSITE USAGE; MEMBER INFORMATION
6.1. Intellectual Property Rights. All TRADEONBARTER trademarks, logos, all right, title and interest in and to the Website contents, including any and all copyrights, data, URLs, domain names, technology, software, codes, user interfaces, and "look and feel" are the property of TRADEONBARTER, or TRADEONBARTER has the right to use them, and may not be used without the prior written consent of TRADEONBARTER.
6.2. Website Usage.
6.2.1. Permitted Use. Member has a nonexclusive, nontransferable, limited, and revocable right to use the Website solely for Member's personal and business use in conducting transactions in the TRADEONBARTER CLUB and between TRADEONBARTER CLUB Members. Member will not use the Website for any other purpose, including any commercial purpose, without TRADEONBARTER's express prior written consent. For example, Member will not, and will not authorize any other person to, (i) co-brand the Website or portion thereof, or (ii) frame the Website or portion thereof (whereby the Website or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a Member the impression that such other party has the right to display, publish, or distribute the Website or content accessible within the Website (the "Content"). Member agrees to cooperate with TRADEONBARTER in causing any unauthorized co-branding, framing, or linking to immediately cease.
6.2.2. All Rights Reserved. You may not copy or print more than two copies of material posted on the Website, including the Content. Content published by TRADEONBARTER on the Website may contain proprietary notices or describe products, services, processes, or technologies owned by TRADEONBARTER or third parties. Except as expressly set forth herein, nothing contained herein shall be construed as granting you a license under any copyright, trademark, patent or other intellectual property right of TRADEONBARTER or any third party. Except as expressly granted under the Rules, all rights are reserved by TRADEONBARTER.
6.2.3. Disclaimer. You may have access to a variety of sources of content on and through the Website, including links to third-party websites. TRADEONBARTER does not verify the accuracy or suitability of any information contained in any such third-party sources. Accordingly, TRADEONBARTER will have no liability or responsibility whatsoever for any content contained within any such sources. You will access, use, and rely upon such content at your own risk. TRADEONBARTER has no control over and accepts no responsibility whatsoever for such materials. You understand that, except for information, products or services clearly identified as being supplied by TRADEONBARTER, TRADEONBARTER does not operate, control or endorse any information, products, or services on the Website, or accessed through the Website, in any way, whether offered by Members or Brokers. You also understand that TRADEONBARTER cannot and does not guarantee or warrant that files available for downloading from the Website, or from content accessed through the Website, will be free of infection or viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Each Member is responsible for implementing sufficient procedures and checkpoints to satisfy Member's particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. TRADEONBARTER does not assume any responsibility or risk for Member's use of the Website or the Internet. TRADEONBARTER expressly disclaims all warranties with respect to any content accessible within or through the Website, express, or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
6.2.4. Forums. Information posted on forums, bulletin boards, blogs, or similar portions of the Website ("Forums") is supplied by third parties and other Members unless TRADEONBARTER or its authorized representative identifies itself as the poster of such information. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties or any other Member are those of the respective author(s) and not of TRADEONBARTER. Member will not post any of the following material in any Forum:

• material which threatens or abuses others, or which is defamatory, libelous, or invasive of another's privacy;
• material which Member does not have the right to post, including the proprietary material of any third party;
• material which advocates illegal activity or discusses an intent to commit an illegal act;
• material which is illegal, misleading, defamatory, indecent, obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, exposes or potentially exposes TRADEONBARTER, its licensors, Content providers, service providers, and contractors to civil or criminal liability or public ridicule, or is otherwise objectionable; or
• material that does not pertain directly to the subject matter of the particular forum.

TRADEONBARTER reserves the right to monitor Forums to determine compliance with the Member Agreement, as well as the right to remove or refuse to post any posting, including any of the above postings upon discovery thereof. Notwithstanding these rights, Member remains solely responsible for the content of its postings. Member acknowledges and agrees that neither TRADEONBARTER, nor any third party content provider, will assume or have any liability for any action or inaction by TRADEONBARTER, or any third party content provider, with respect to any posting on the Forums. Member will not (i) select or use a Member name or e-mail address of another person with the intent to impersonate that person; (ii) use a Member name or e-mail address subject to the rights of any person without authorization; (iii) use a Member name in violation of the intellectual property rights of any person; or (iv) use a user name that TRADEONBARTER, in its sole discretion, deems obnoxious or offensive. Further, Member hereby grants to TRADEONBARTER the royalty-free, perpetual, irrevocable, non-exclusive right, and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any message posted in Forums (in whole or in part) worldwide, or to incorporate any message in other works in any form, media, or technology now known or later developed.
6.3. Member Information
6.3.1. "Member Information" means information, content and other material that you (or any person(s) using your Member ID and password) submit to the Website, or otherwise provide to TRADEONBARTER for display on the Website, including all text, graphics, illustrations, symbols, logos, names, addresses, trade names, trademarks, service marks, pictures, photographs or other likenesses of persons (including minor persons), and endorsements provided by you or by a third party on your behalf. If you (or any person(s) using your Member ID and password) submit to the Website, or otherwise provide TRADEONBARTER with Member Information, such Member Information will be deemed to be non-confidential, and TRADEONBARTER assumes no obligation to protect such Member Information from disclosure (and assumes no obligation to publish such Member Information and no other obligation of any kind with respect to such Member Information). Member Information:

• Shall not be not false, inaccurate or misleading;
• Shall not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, regulation, ordinance, rule, or industry (or similar) standard;
• Shall not infringe, plagiarize or violate any third party's copyright, patent, trademark, trade secret, other proprietary rights, rights of publicity, or privacy;
• Shall not be illegal, misleading, defamatory, indecent, obscene, in poor taste, threatening, harmful, abusive, harassing, false, vulgar, sexually explicit, profane, hateful, racially or ethnically objectionable, expose or potentially expose TRADEONBARTER or its agents to civil or criminal liability, public ridicule, or otherwise result in any actionable injury, damage, or harm to any third party;
• Shall not create any liability for TRADEONBARTER or cause TRADEONBARTER to lose (in whole or in part) the products or services of our suppliers or partners;
• Shall not include descriptions of, or otherwise offer to sell, products or services that violate TRADEONBARTER policy or that are otherwise prohibited under the Rules (inclusive of any documents it incorporates by reference);
• Shall include all required and appropriate warnings, information and disclosures in connection with listing, buying, or selling products and services by Member on, in, or through the TRADEONBARTER CLUB, including, but not limited to, disclosure on: (i) all amounts to be paid by Buyer, including, but not limited to, any sales or other taxes and shipping costs, (ii) shipping information (if applicable), customer service, warranties, exchange/refund policies, and (iii) all applicable restrictions and all disclosures required by law;
• Shall be promptly updated by Member as necessary or appropriate to keep all of Member's Information (including, but not limited to, listings) current, complete, and accurate;
• Shall not contain a virus or other harmful component, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment; and
• Shall not contain any materials for which Member does not have all necessary rights and licenses to transmit under any law, or under contractual or fiduciary relationships.

6.3.2. License. Member shall own or have all rights in and to all Member Information sufficient to make a license grant to TRADEONBARTER, without subjecting TRADEONBARTER to claims of intellectual property infringement by virtue of our use of such Member Information. Member grants to TRADEONBARTER during the term of the Member Agreement, an absolute, fully paid, irrevocable, perpetual, royalty-free, transferable, worldwide, unrestricted, right, license and authority to:

• use, store, reproduce, adapt, delete, publish, translate, publicly perform, display, distribute, disclose, manipulate, modify, and prepare derivative works based upon any Member Information that you submit or otherwise provide to TRADEONBARTER, in whole or in part, in such manner, format, and media as TRADEONBARTER may see fit in its sole discretion, and for such purposes as TRADEONBARTER may see fit in its sole discretion, without compensation to you; and
• grant to third parties (through multiple tiers) the right, sublicense, and authority to exercise all or any portion of the rights granted to TRADEONBARTER in this paragraph, subject to such terms and conditions as TRADEONBARTER may deem appropriate in its sole discretion, without compensation to you.

6.3.3. You agree and understand that TRADEONBARTER may, in its sole discretion for any reason, and without any prior notice or liability, delete any files that you may maintain at the Website, and any material you may choose to post there. You should keep a copy of any material that you maintain or post at the Website because TRADEONBARTER will not undertake to retain copies of any material that TRADEONBARTER or others may delete from the Website.
Prohibited or Restricted Products and Services Policy
Before listing your product or service for sale in the TRADEONBARTER CLUB, make sure it is permitted and find out whether it is subject to certain restrictions. This helps avoid potential problems with your listing. Please review the information below. You also need to ensure that the sale of your item complies with the law and that you are appropriately licensed.
Violations of these policies may result in a range of actions, including:

• Suspension or termination of our services to you or your account
• Adjustment or reversal of disputed transactions
• Removal of posted content or your Member information
• Limits on your access to the Website or right to transact in the TRADEONBARTER CLUB
• The assessment of increased Fees
• Forfeiture of TRADEONBARTER BILLS

When we determine that a violation of the Rules has occurred, we will contact or email you to let you know that the listing was removed or other action was taken. Although we may act to enforce the Rules, TRADEONBARTER has no obligation to monitor or evaluate Members' actions or inactions, or the fairness or lawfulness of any transaction conducted through the TRADEONBARTER CLUB. As a third party administrator of the TRADEONBARTER CLUB, TRADEONBARTER is not involved in any actual transaction between Buyers and Sellers. We do not endorse the accuracy, reliability, integrity, or legality of any information provided by Members, Brokers, and third parties available through the TRADEONBARTER CLUB.
You can report violations of Members by clicking the Contact Us link located on most of our pages.
General Requirements
Compliance with Law; Licensing. No Member shall offer for sale or purchase any product or service through the TRADEONBARTER CLUB in a manner that violates federal, state, provincial, and local law. No offer to sell or purchase any such prohibited product or service shall be deemed to be authorized by TRADEONBARTER. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state, provincial, and local law, including but not limited to travel services, alcohol, real estate, and professional services.
Specific Policies. The following policies provide additional terms and conditions related to specific products and services offered in the TRADEONBARTER CLUB:

• Real Estate Policy
• Travel Service Policy

Each of these policies may be changed from time to time. Changes take effect when we post them on the TRADEONBARTER website. All such policies or rules are hereby incorporated into these Rules.
Listings and Posted Information. It is also important to review the rules about website usage, intellectual property, member information and any specific information posted on our Website to check if your item or posted information is subject to additional restrictions that would affect your listing.
Prohibited and restricted items list:
Due BILLS. "Due BILLS" denote the right to receive, in the future, products from or services to be provided or performed by the selling Member or a third party (that may or may not have a TRADEONBARTER Account). Although not prohibited in the TRADEONBARTER CLUB, TRADEONBARTER strongly discourages Members from buying Due BILLS and does not endorse the sale of Due BILLS in the TRADEONBARTER CLUB, or guarantee or warrant Due BILLS in any manner.
Due BILLS are particularly risky because the product or service provider may not exist when the performance is demanded, despite the best of intentions. Buyers of Due BILLS should communicate directly with the Seller, authenticate Seller's identity, and perform all due diligence before entering into a transaction.
A Broker may not list a Due Bill for a third party Seller, who is not a TRADEONBARTER Member, unless Broker agrees to guarantee the performance of the transaction. If performance under the Due Bill does not occur, Broker is responsible to reimburse Buyer for all TRADEONBARTER BILLS and transaction Fees expended by Buyer on the transaction.
Real Estate Policy

Due to the wide variety of laws governing the sale of real estate, any advertisements of real property in the TRADEONBARTER CLUB do not involve legally binding offers to buy and sell. Instead, the TRADEONBARTER CLUB is a way for Sellers to advertise their real estate and meet potential Buyers.
Role of TRADEONBARTER. To accommodate Buyers and Sellers in the TRADEONBARTER CLUB, we allow certain advertisements of real estate. All offers to sell real property are solicitations by the Seller and not by TRADEONBARTER. As a third party administrator of the TRADEONBARTER CLUB, TRADEONBARTER is not involved in the actual transaction between Buyers and Sellers. We have no control over, and make no representations about, the quality, safety, or legality of the properties advertised, the Sellers of such properties, the truth or accuracy of the information posted by Sellers, the ability of Sellers to sell property, or the ability or financial capabilities of Buyers to buy the property. We cannot ensure that a Buyer or Seller will actually complete a transaction.
TRADEONBARTER is not responsible for, and does not engage in, brokering, selling, purchasing, exchanging, or leasing posted properties or providing a "multiple listing service" as that term is traditionally used. TRADEONBARTER does not provide legal advice to, or counsel, Buyers or Sellers, show properties, negotiate sales contracts, or hold a position of trust and confidence, whether or not in connection with the Website. Accordingly, no brokerage relationship or any agency or fiduciary relationship is intended to be or shall be deemed to have been created between TRADEONBARTER and any Seller or Buyer of real estate.
Real Estate Licensees. A Member or Broker may not list real estate for a third party or another Seller unless he or she is a licensed real estate professional in the jurisdiction in which such offered property is located. Real estate may be offered in the TRADEONBARTER CLUB by the legal owner of the property.
Sellers who are licensed as an agent, broker, or other licensed real estate professional must ensure that their item description conforms to all laws and regulations applicable to online advertising of properties by such licensees. These requirements may include, among other things, disclosure of the licensee's name, any firm with which the licensee is affiliated, office location, and the jurisdiction(s) where the licensee is licensed.
Members may wish to visit the Web site of the Association of Real Estate License Law Officials, which offers a search tool providing access to a database of information about the current license or registration status of real estate licensees.
Professional Assistance. Members are strongly advised to seek the help of a licensed real estate professional or real estate attorney to help you in the negotiation, purchase, or sale of any real estate. The purchase and sale of real estate is a complicated matter that is governed by laws, practices, and customs that vary significantly from locality to locality. Sellers are advised that many jurisdictions require that you provide a disclosure statement to all prospective buyers regarding the condition of your property. In addition, under U.S. federal law, sellers have an obligation to disclose information on lead-based paint hazards.
Real Estate Transactions. Any Member that conducts or participates in a transaction involving the sale or lease of real estate agrees to the following:

• Any real estate transaction conducted in the TRADEONBARTER CLUB shall not be deemed a legally binding contract until all requisite documents have been executed by Buyer and Seller and the transaction has been completed in accordance with the laws of the jurisdiction in which such property is located.
• Seller is the legal owner of that property; or the property is listed by a Member or Broker who is a licensed real estate professional in the jurisdiction in which such offered property is located.
• Buyer is responsible to conduct its own due diligence related to property inspection, title review, building code compliance, termite inspection, flood plain, hazardous materials, and other local issues transparent only to an expert.
• Buyer may be required by TRADEONBARTER to complete a Release of Liability and Assumption of Risk Agreement releasing TRADEONBARTER from claims related to the transaction prior to completing a real estate transaction.
• Customary TRADEONBARTER CLUB transaction Fees assessed on the TRADEONBARTER BILLS utilized in real estate transactions shall not be deemed to be real estate commissions.
• Selling an undivided interest in a land real estate property is not permitted. An undivided interest is defined as a partial interest by two or more people in the same property.
• All real estate advertising in the TRADEONBARTER CLUB  is subject to the Federal Fair Housing Act, which makes it illegal to advertise "any preference, limitation, or discrimination because of race, color, religion, sex, handicap, familial status, or national origin," as well as state and local requirements.

Travel Service Policy

Due to many state laws governing the sale of travel and travel-related items (including vacation packages, air or sea travel, hotel and resort stays, gift certificates, and travel coupons), Members and Brokers who want to list travel-related items agree to the following:
Role of TRADEONBARTER. To accommodate Buyers and Sellers in the TRADEONBARTER CLUB, we allow certain advertisements of travel-related items. All offers to sell travel services or travel-related items are solicitations by the Seller and not by TRADEONBARTER. As a third party administrator of the TRADEONBARTER CLUB, TRADEONBARTER is not involved in the actual transaction between Buyers and Sellers. We have no control over, and make no representations about, the quality, safety, or legality of the travel services or travel-related items advertised, the Sellers of such services or items, the truth or accuracy of the information posted by Sellers, the ability of Sellers to sell travel services or travel-related items, or the ability or financial capabilities of Buyers to buy the travel services or travel-related items. We cannot ensure that a Buyer or Seller will actually complete a transaction.
TRADEONBARTER is not responsible for, and does not engage in, brokering, selling, purchasing, or exchanging any posted travel services or travel-related items nor is it licensed or registered as a "seller of travel" in any jurisdiction. TRADEONBARTER does not provide legal or other advice, or counsel, to Buyers or Sellers, negotiate contracts for travel services or travel-related items, or hold a position of trust and confidence, whether or not in connection with the Website. Accordingly, no agency or fiduciary relationship is intended to be or shall be deemed to have been created between TRADEONBARTER and any Seller or Buyer of travel services or travel-related items.
Due BILLS. Certificates or vouchers representing the right to receive travel-related items or services in the future are subject to our Rule limitations on Due BILLS. See "Prohibited or Restricted Products and Services Policy - Due BILLS."
Providers of Travel Services. Businesses that actually provide travel services, such as airlines, trains, hotels, resorts, and cruise ships, may list and offer items such as their own gift certificates, airline tickets, lodging, cruises, or vacation packages (including timeshares for rent listed by a timeshare owner). As providers of the actual travel service, they are typically exempted from seller-of-travel laws and may not need to provide travel registration or licensing information. However, they must clearly identify themselves in the listing as the actual provider of the travel services offered.
Individuals. Individual travelers who are not in the business of selling travel services, but simply wish to sell an unused air or sea related travel voucher, coupon, travel miles, upgrades or gift or other certificate, or list their own timeshare weeks for rent, may offer no more than one travel-related item per Cycle provided that the item is not a "Travel Club Membership" or a "Vacation Certificate" (defined below). Such individual Sellers may play no role in arranging any travel other than delivering the item. Since many airline tickets, vouchers, and frequent flier miles are not transferable, Seller is responsible to review any travel-related item before listing to make sure that it can be transferred legally to a Buyer and will be accepted by the issuing provider of travel services.
Businesses Selling Third-Party Travel Services and Travel Agents. Businesses, Members, and Brokers who sell or arrange wholesale or retail air, sea, land or water vessel transportation, either separately or together with other travel services or accommodations (but do not directly provide the travel service themselves) may sell the travel items or services (including airplane tickets, cruise trips, vacation packages, hotel and resort stays, timeshares, gift certificates, and travel coupons) on the TRADEONBARTER CLUB  only if they are registered or licensed as Sellers of Travel in all applicable states. Your listing must clearly set out your Seller of Travel registration number, the disclosures required by state law, as well as any other license or registration information required in other states.
Businesses, Members, and Brokers may not offer a "Travel Club Membership" or a "Vacation Certificate" (defined below). Travel clearinghouse affiliates, that are not actual agents booking the travel themselves, may not list travel services on the TRADEONBARTER CLUB.
Travel Club Memberships and "Vacation Certificates." Listings of "Travel Club Memberships" or "Vacation Certificates" or similar items by any Member or Broker are not permitted.
"Travel Club Memberships" include any service, card, or identification number that offers to give the holder the right to free or discounted travel, for example, certificates that entitle the holder to some travel-related benefit (such as free or low-cost hotel stays) with a variety of travel providers.
"Vacation certificates" are documents that are not issued directly by a single provider of travel, but by travel wholesalers, consolidators, or other middleman. These certificates generally offer the holder free or low-cost travel services with a choice of multiple hotel chains, resorts, or airlines, the exact location often being at the choice of the buyer or seller. These certificates are regulated in many states and in many cases require additional purchases.
All Listings of Travel and Travel-Related Items

• Fees and Taxes. You must disclose the kind and amount of any special fees associated with your travel listing in the item's description (including processing, registration, cleaning, and deposits), and must included them in the listing price. Taxes paid to government agencies do not have to be included in your item price, but the amounts need to be clearly stated in the item's description.
• Listing Restrictions. All Sellers of travel and travel-related items (other than the excluded individuals described above) may be subject to verification of their seller-or-travel registration status and must make such representations and warranties and disclaimers in their listings as may be required by TRADEONBARTER from time to time, in a text size and color that can easily be seen and read by all potential Buyers.