The following describes the terms on which TRADEONBARTER, a subsidiaries of EHLMANN DEVELOPMENT, LCC ("TRADEONBARTER" OR “us”) offers you participation in the TRADEONBARTER CLUB and access to our services. Before you may become a member of TRADEONBARTER, you must read and accept all of the terms and conditions in, and attached or linked to, this Member Agreement. By using the Services or our Website (defined in Section 1.1 below), you are agreeing to the following terms. This Member Agreement is effective on August 15, 2012, for current users, and upon acceptance for new users.

1. Definitions

1.1. "Member Agreement" means this TRADEONBARTER Member Agreement together with the following attachments and information available by hyperlink, as amended from time to time, which may be viewed online on the domain and sub-domains of WWW.TRADEONBARTER.COM (our "Website") and which are incorporated herein by reference and in their entirety.  TradeonBarter may, at its sole discretion, amend the policies and Procedures.  TradeonBarter will send notification via member’s registered email address and through members back office inbox.  This attempt is not guaranteed, as electronic email bounce back and other electronic system blocks can occur.  It is the responsibility of the MEMBER to periodically review the agreements, privacy policy, terms of use agreements, and other instruments for amendments.

• TRADEONBARTER CLUB RULES. The TRADEONBARTER CLUB RULES are attached hereto as Annex A and describe the terms and conditions applicable to your use of the TRADEONBARTER CLUB ("TRADEONBARTER CLUB") as well as your use of our services on our Website, and includes information available by hyperlink. Our Fee Policy is set forth as a part of the TRADEONBARTER CLUB RULES. One of the purposes of the TRADEONBARTER CLUB RULES is to enable and facilitate fair transactions among and between TRADEONBARTER CLUB Members ("Members") and other authorized parties by fostering a system of good business practices. They set forth the means by which TRADEONBARTER provides you with Services and the way in which you must conduct transactions and other business with other Members or parties who are authorized to transact in the TRADEONBARTER.
• Privacy Policy. Our Privacy Policy is attached hereto as Annex B and sets forth our commitment to the privacy of our Members and the practices applicable to information collected from or submitted by Members.

The TRADEONBARTER CLUB RULES and the Privacy Policy (together, the "Attachments") are an integral part of this Member Agreement. This Member Agreement (which includes the Membership Application and the Attachments), as amended from time to time, constitute the entire understanding between TRADEONBARTER and the Member.

1.2. "Services" means the services provided by TRADEONBARTER in providing a TRADEONBARTER CLUB for cashless business transactions and acting as a third party record-keeper and administrator of the clearinghouse function of the TRADEONBARTER CLUB. We may, in our sole and absolute discretion, contract with others to provide all or part of such record keeping, administrative or payment processing services.

1.3. "Member" or "You" means: (a) the business entity (whether a corporation, limited liability company, partnership or sole proprietorship) or approved individual signing the Membership Application; or (b) in the case of the on-line version of the Member Agreement, the business entity or approved individual accessing this Member Agreement and accepting the same who then obtains a unique Member ID and password to continue to use the TRADEONBARTER Services.

2. Changes to Member Agreement. TRADEONBARTER reserves the right to alter and change the terms of the Member Agreement (including, without limitation, any terms, policies or notices incorporated herein by reference such as the TRADEONBARTER CLUB RULES and Privacy Policy) at any time in its discretion without prior notice. You agree to visit the Website periodically to be aware of and review any such changes. The amended terms shall be effective upon posting on the Website. By using our Services or the Website after any changes to the Member Agreement are posted, you accept the changes and agree to the terms of the changed Member Agreement. This Member Agreement may not be otherwise amended except in writing, signed by you and us.

3. Services and payment. TRADEONBARTER provides the Services to its Members on the basis set out in this Member Agreement. You have elected to pay for such Services in accordance with the terms specified in our Fee Policy (currently set forth as Section 3 of the TRADEONBARTER CLUB RULES entitled "Continuing Service and Transaction Fees" and incorporated herein by reference).

4. Representations and Covenants of Member

4.1. You represent and warrant that:
(a) You are over the age of 18 and have the power, authority, and capacity to enter into the Member Agreement and to bind yourself to the terms, conditions, and obligations set forth therein and herein. If you are a business entity, you have the legal power and authority to bind the entity and all its authorized signatories to this Member Agreement;
(b) The information provided by you on the Membership Application (and the Reinstatement Application, if applicable) and in connection with this Member Agreement is true, accurate and correct and properly describes you and your business;
(c) You have provided TRADEONBARTER a valid credit card, debit card, checking account information, or other method of payment of fees as required by TRADEONBARTER in its sole discretion;
(d) You have carefully read, understand, accept and agree to the terms and provisions contained in the Member Agreement (which includes the TRADEONBARTER CLUB  RULES, the Fee Policy and other information available by hyperlink, and the Privacy Policy); and
(e) You will comply with all applicable federal, state, county, and local statute, laws, ordinances, regulations, codes, and licensing requirements ("Laws") in performing your obligations under the Member Agreement and your use of the TRADEONBARTER CLUB . Your obligation to comply with all Laws includes, but is not limited to, the procurement of permits, certificates, approvals, inspections and licenses, when needed, in the performance of this Member Agreement.
4.2. You understand, acknowledge, and agree that:
(a) TRADEONBARTER BILLS are not considered legal tender, securities, or commodities by TRADEONBARTER or its Members and may not be redeemed for cash (See Section 4 of the TRADEONBARTER CLUB RULES entitled "Administration of the TRADEONBARTER CLUB and TRADEONBARTER BILLS").
(b) Transactions involving TRADEONBARTER BILLS are generally treated as taxable events for federal, state or provincial, and local tax purposes, and you will seek independent professional tax advice if you need or desire it (See Section 2.23 of the TRADEONBARTER CLUB  RULES).
(c) In the event of investigations of violations of rules or use of the Website, TRADEONBARTER may cooperate with all government officials, international organizations, and law enforcement authorities while seeking to clarify whether any Member has violated the law, (see Subpoena Policy).
(d) We reserve the right to accept or reject your application as a prospective Member of the TRADEONBARTER CLUB for any reason or no reason, in our sole discretion.
(e) Your acceptance as a Member may be subject to our approval of your credit standing. By signing below, you agree to allow us to obtain a credit report from a regional credit-reporting agency at our expense, for the purpose of evaluating your credit risk. TRADEONBARTER may report delinquencies to credit reporting agencies.
(f) By signing below, you agree to authorize us to debit TRADEONBARTER BILLS from your Account for the amount of any purchase transaction, to credit TRADEONBARTER BILLS to your Account for the amount of any sale transaction, and charge you all applicable fees.
(g) Without limiting other remedies, for violation of the TRADEONBARTER CLUB  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, and take technical and legal steps to keep you off the Website if we think that you are acting illegally, creating problems, creating possible legal liabilities, or acting inconsistently with the letter or spirit of our TRADEONBARTER CLUB  RULES. We also may reverse disputed transactions and close accounts that are delinquent, abandoned or in Default (as defined in the TRADEONBARTER CLUB RULES).
4.3. CLUB. You will defend, indemnify and hold harmless TRADEONBARTER (together with its subsidiaries, affiliates, directors, officers, employees, franchisees, independent contractors, and agents) from any and all losses, liabilities, actions, damages, expenses, costs, penalties, fines and fees (including reasonable attorneys' fees and costs) incurred by TRADEONBARTER due to any Member or third party claims, demands, or legal proceedings (including government agencies), in connection with or arising from: (1) your actions, omissions, or conduct in violation of (or in breach of) this Member Agreement (which includes the TRADEONBARTER CLUB  RULES and the Privacy Policy), or your violation of any Laws or the rights of a third party; (2) your disputes with other Members or with third parties (3) any actions TRADEONBARTER takes to comply with federal, state or provincial, and local tax laws; (4) any transaction wherein you are a buyer or seller; (5) any TRADEONBARTER BILL debit to your account utilizing your Member password on the Website; (6) any breach of your representations and warranties contained in the Membership Application or this Member Agreement; (7) your offer to sell, sale, or your purchase of any prohibited product or service through the TRADEONBARTER CLUB; (8) your negligence and willful misconduct relating to the TRADEONBARTER CLUB; (9) your use of the information accessed on or through the Website; (10) any information posted or listed by you which infringes upon the copyright, trademark or other intellectual property rights of third parties; and (11) with respect to TRADEONBARTER only (together with its subsidiaries, affiliates, directors, officers, employees, and agents), any transaction or attempted transaction with an TRADEONBARTER franchisee or broker or its employees when the franchisee or broker is acting as a principal to the transaction.

5. Disclaimers and Limitations; Release of TRADEONBARTER

5.1 You acknowledge that TRADEONBARTER is merely a third party record-keeper and administrator of the clearinghouse function of the TRADEONBARTER CLUB, and not involved in any actual transaction between members, or between a member and a third party through the TRADEONBARTER CLUB. You will not hold TRADEONBARTER responsible for other members' content, actions or inactions, or items they list. We are not involved in the actual transaction between buyers and sellers (unless TRADEONBARTER notifies a Member in writing that TRADEONBARTER is acting as a Buyer or Seller in a transaction).

5.2 Disclaimer of Warranty and Liability on TRADEONBARTER CLUB Transactions

TRADEONBARTER IS NOT A GUARANTOR OF ANY TRANSACTION CONDUCTED IN THE TRADEONBARTER CLUB. TRADEONBARTER DOES NOT GUARANTEE, WARRANT, OR MAKE ANY REPRESENTATION REGARDING ANY OF THE FOLLOWING:
(A) THE QUALITY, QUANTITY, DELIVERY, VALUE, CONDITION, SAFETY, LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TIMELINESS OR ACCURACY, OR ANY OTHER CHARACTERISTICS OF ANY PRODUCTS OR SERVICES PLACED INTO OR PURCHASED THROUGH OR OTHERWISE ADVERTISED ON OR THROUGH THE TRADEONBARTER CLUB  BY A MEMBER OR THIRD PARTY;
(B) THE ACCURACY, RELIABILITY, OR INTEGRITY OF ANY INFORMATION PROVIDED TO TRADEONBARTER BY A SELLING MEMBER OR THIRD PARTY AND DISSEMINATED BY TRADEONBARTER ON BEHALF OF THAT SELLING MEMBER OR THIRD PARTY;
(C) THE ABILITY OF ANY SELLING MEMBER OR THIRD PARTY TO SELL PRODUCTS OR SERVICES;
(D) THE AVAILABILITY OF PRODUCTS OR SERVICES WITHIN THE TRADEONBARTER CLUB, OR THE ABILITY OF ANY BUYING MEMBER OR THIRD PARTY TO BUY PRODUCTS OR SERVICES;
(E) THE VOLUME OF BUSINESS THAT ANY MEMBER WILL DERIVE FROM PARTICIPATION IN THE TRADEONBARTER CLUB OR THROUGH USE OF TRADEONBARTER BILLS;
(F) THE VALUE OF TRADEONBARTER BILLS OR OF THE FUTURE EXISTENCE OR VIABILITY OF THE TRADEONBARTER CLUB;
(G) THAT THERE WILL BE ADEQUATE TRADEONBARTER BILL RESERVES TO COVER ALL OUTSTANDING CLAIMS IN THE TRADEONBARTER CLUB;
(H) THAT THE MEMBER WILL BE SATISFIED WITH THE SELECTION OF PRODUCTS OR SERVICES OFFERED THROUGH THE TRADEONBARTER CLUB AT ANY GIVEN TIME, OR WITH THE PRICES FOR SUCH PRODUCTS OR SERVICES; OR
(I) THE ACCURACY, RELIABILITY, INTEGRITY, OR LEGALITY OF ANY OFFER, PROPOSAL, STATEMENT, DATA, OPINION, OR OTHER CONTENT DISPLAYED OR DISTRIBUTED THROUGH THE TRADEONBARTER CLUB.
TRADEONBARTER MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AND DISCLAIMS ALL LIABILITY, AS TO THE FITNESS, QUALITY, DELIVERY DATE, MERCHANTABILITY, PRICE, OR ANY TERM OF ANY TRANSACTION.

5.3. Release. In the event that you have a dispute with one or more other members or with one or more third parties (including government agencies), you release TRADEONBARTER (and its subsidiaries, affiliates, directors, officers, employees, franchisees, independent contractors, and agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature (including, but not limited to, attorneys' fees and costs), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You agree that if a seller fails to deliver products or services pursuant to agreed-upon terms, buyer's only recourse shall be against the seller, and not against us or against our subsidiaries, affiliates, directors, officers, employees, independent contractors, and other agents.  If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

5.4. Limitation of Liability. TRADEONBARTER, its licensors, service providers, content providers, employees, agents, officers and directors, will not be liable for any incidental, indirect, consequential, or special damages arising out of or in connection with your use of our Website, our services, the TRADEONBARTER CLUB, or this Member Agreement, including loss of revenue or income, pain and suffering, emotional distress or similar damages, even if TRADEONBARTER has been advised of the possibility of such damages. Regardless of the disclaimers and limitations of this Section, if we are found to be liable, in no event will the collective liability of TRADEONBARTER and its licensors, service providers, content providers, employees, agents, officers and directors to you or to any third party (regardless of the form of action, whether in contract, tort or otherwise) exceed the amount Member has paid to TRADEONBARTER in connection with Member's use of the TRADEONBARTER CLUB  for the 12 months preceding the date that the incident giving rise to liability occurred.  Any sum award in judgment or arbitration against TradeonBarter may be paid with TradeonBarter Bills.

6. Miscellaneous

6.1. No Waiver of Right. TRADEONBARTER's failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. TRADEONBARTER's remedies in this Member Agreement are cumulative and are not exclusive of any other remedies provided at law or in equity to which TRADEONBARTER may be entitled.

6.2. Entire Agreement/Severability. This Member Agreement (including the Attachments) constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter herein. If any provision of this Member Agreement is determined by any court to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Member Agreement and the remainder of this Member Agreement shall be enforced as if such invalid, illegal, or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Member Agreement.

6.3 Binding Arbitration. Any dispute, claim or other litigable difference between the parties arising out of or relating to this Member Agreement or its subject matter will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall bind the other. The arbitration shall be conducted under the Commercial Arbitration RULES of the American Arbitration Association ("AAA") (available on the AAA web site www.adr.org) before a single arbitrator conducted in Washington County, Oregon; provided, however, that either party may seek preliminary injunctive or other equitable relief pending arbitration to prevent irreparable harm, and further provided, that a cause of action may be brought by TRADEONBARTER or its assignee against Member in any judicial district for debt collection purposes. The decision of the arbitrator will be final and binding and shall be entitled to enforcement in any court of competent jurisdiction. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.
6.4 JUDGMENT SETTLEMENT.  In the event of a dispute between TradeonBarter and Member resulting in a judgment entered on behalf of the Member against TradeonBarter, Member agrees that TradeonBarter shall have the right to satisfy said judgment in TradeonBarter Bills.

6.5. Attorneys' Fees. If either party submits a claim for arbitration or commences an action against the other relating to this Member Agreement (including the Attachments referred to herein), including, without limitation, to enforce any of its terms or for failure to abide by any of its terms, the prevailing party in such action will be entitled to recover all costs including, without limitation, reasonable attorneys' fees associated with the action to be fixed by the arbitrator, trial court, and/or appellate court, in the action and on appeal. Such relief is in addition to any other relief that may be awarded to the prevailing party. Any sums, which may be awarded to TRADEONBARTER in arbitration or by judgment, shall be payable in United States Dollars only.

6.6 Governing Law; Jurisdiction and Venue. This Member Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Member Agreement, or the negotiation, validity, execution, interpretation or performance of this Member Agreement (collectively, "Causes of Action") will be governed by, construed under, and resolved exclusively in accordance with the laws of the State of Oregon, without regard to its principles of conflicts of law which would require or permit the application of the laws of another jurisdiction. The parties hereby irrevocably submit to the exclusive personal jurisdiction of the state or federal courts located in the State of Oregon, Washington County, for purposes of any dispute, suit, action or other proceeding based on a Cause of Action or any of the transactions contemplated under this Agreement, and each party hereby irrevocably agrees that all Causes of Action shall be heard and determined exclusively in the State of Oregon, Washington County. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection, which they may now or hereafter have to the laying of venue of any such dispute brought in Washington County or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby waives any right to trial by jury. Notwithstanding the above, if TRADEONBARTER has assigned its cause of action against Member to any debt collector or collection agency, such action may be brought in a judicial district or under the jurisdiction of the court having the venue where Member resides, or is doing business, or is situated.

6.6. Assignment. Member may not assign any of its rights under this Member Agreement without the consent of TRADEONBARTER, which consent TRADEONBARTER may withhold in its sole discretion. Only the Member entering in to this Member Agreement or authorized users designated by Member and approved by TRADEONBARTER may utilize the Services provided by TRADEONBARTER. TRADEONBARTER may, in its sole discretion, assign and transfer its rights under this Member Agreement, including without limitation, all right, title and interest in and to Member's accounts receivable, and all proceeds and collections relating thereto, which outstanding receivables arose from fees billed to, and cash and TRADEONBARTER BILL balances owed by, Member.

6.8. Relationship of the Parties. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Member Agreement. The parties are independent contractors and Member will be solely responsible for any costs and expenses it may incur in the performance of its obligations under this Member Agreement, or in Member's use of the TRADEONBARTER CLUB. Neither party nor its employees will be eligible for any employment benefits provided by the other to its employees.