The following terms & conditions constitute the contract by and among Member and
The Trade Banc, a Corporation. Any use of The Trade Banc, hereafter referred to as TTB, to facilitate a transaction by a Network Member (hereinafter referred to as Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by TTB. They apply to all TTB  Member's and to all transactions facilitated by TTB. At its sole discretion, TTB may amend this agreement by giving Member thirty (30) days written notice via e-mail. TTB may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of TTB after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.

1. NATURE OF THE PARTIES
   • A. TTB is an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of TTB or its designee and through the medium of TTB Trade Dollars. TTB functions as a clearinghouse for the transactions of the Network membership.
   • B. TTB regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members'.
   • C. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to TTB services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
   • D. TTB reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
   • E. The signer of this agreement hereby acknowledges that they are over 18 years of age.
2. DISCLAIMER OF WARRANTY AND LIABILITY
   TTB makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, prices or any term of any trade transaction. Member agrees to indemnify and hold TTB harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against TTB because of any computer or software malfunction or processing errors.
3. TAXES
   Seller shall be solely responsible to collect and remit to the appropriate taxing authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is TTB responsible to pay any taxes on behalf of any Member. Transactions involving TTB Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and TTB reports TTB Trade Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold TTB harmless for any actions TTB takes to comply with federal, state or provincial, and local laws.

1. NATURE OF TTB  Trade Dollars
   • Member's conduct transactions (purchases or sales of goods or services) using the TTB online system. Payments are made by posting debits and credits to the buying and selling Member's respective accounts, pursuant to these Rules and in the form of TTB Trade Dollars.
   • TTB Trade Dollars are a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by TTB. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by TTB Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither TTB nor Member shall consider TTB Trade Dollars as legal tender, securities, or commodities. TTB disclaims any and all responsibility for the acceptance or negotiability of TTB Trade Dollars or for the availability of goods or services from any source.
2. LIABILITY FOR TTB Trade Dollars
   • Member acknowledges that TTB Trade Dollars in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that TTB transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe TTB Barter Dollars to the Exchange and are not the liability of TTB.
     • a. Member acknowledges and grants to TTB the right and power to regulate and control the number of TTB Trade Dollars within the Network.
     • b. Member grants to TTB the right and power to borrow from the Network.
     • c. Member is NOT authorized to sell TTB Trade Dollars for cash or trade them for another barter currency at a discounted rate.

1. If Member violates this Agreement or the currently effective Policies and Procedures, TTB may at it's discretion immediately terminate Member's account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, TTB may reinstate Member or unfreeze Members' account.
2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. ( Fax or E-mail is an acceptable notification) Upon termination:
   • A. All cash and TTB Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.
   • B. Any Member with a negative account balance (where purchases exceed sales) must balance their account with TTB Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to TTB any remaining negative balance in cash.
   • C. Any Member with a positive balance (where sales exceed purchases) must spend out their account within ninety days of termination. Any trade dollars remaining after ninety days will become the property of TTB.

         3         An exclusive Member Protection Plan protects your members in the event your exchange goes out of business. The Trade Banc guarantees your members will be placed with another exchange in or near their area or to a national exchange.  Changing the name of your exchange or selling your exchange does not constitute going out of business. As the owner of the exchange you have the right to first place your members elsewhere should you go out of business. We consider an exchange out of business if owner or owners abandon all their members for a period of 3 months or more or notify us of intent to cease operation and have not sold their exchange.

• There is a sign up fee of $200.00 for barter exchanges with less than 50 members.
• Funds for any cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. 
• Fees paid to TTB are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, TTB will not be obligated to refund any fees it has received.

Transaction fees payable are due at time of purchase and fees due for more than 15 days will be assessed a late fee of $25.00 per month, or 1.50% of the unpaid balance, whichever is more. 

Ongoing services fees are 0.75% (3/4%) of members sales per month, payable in cash.

• Ongoing services fees are a minimum of $25.00 US dollars per month, payable in cash.
• Ongoing services fees are a maximum of $500.00 US dollars per month, payable in cash for up to 5 websites.
• Website hosting is free.
  
• We do NOT offer to keep geographic areas exclusive.
• By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any and any negative barter dollars become due and payable in cash 30 days after termination of their use of TTB software.
• Should a user of TTB software have fees due at the termination of the agreement those fees must be paid before any data is released.
  

1. LEGAL REQUIREMENTS
   Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. TTB shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold TTB liable for any action TTB takes to comply with applicable laws or regulations.
2. NO WAIVER OF RIGHTS
   TTB 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. TTB remedies are cumulative and are not exclusive of any remedies provided by law.
3. SEVERABILITY; ATTORNEY'S FEES
   Every item contained in this agreement is separate from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by TTB, Member shall pay TTB reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
4. DISSOLUTION
   If TTB terminates or otherwise ceases to do business, all Members' in a negative TTB Trade Dollar position will pay amounts they owe in cash (one TTB Trade Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members' who are in a positive TTB Trade Dollar position. TTB is not liable to any Member's for cash or TTB Trade Dollars beyond the distribution of such funds.
5. SECURITY INTEREST
   Member hereby grants TTB a security interest in all Trade Dollars in Member's account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt all cash fees shall be due and payable in full. BCI shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if TTB does receive all of its cash fees in full, TTB shall reinstate the Trade Dollars to the Member's account.
6. WARRANTY OF INFORMATION
   Member warrants that it provides all information to TTB in good faith and that such information is accurate to the best of Member's knowledge.
7. FAX & E-MAIL SIGNATURES
   TTB will, and Member agrees, that TTB may, accept a faxed or e-mailed signature as an original, legal signature.
8. ENTIRE AGREEMENT
   Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.
9. NO WAIVER OF RIGHT
   TTB'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. TTB remedies are cumulative and are not exclusive of any remedies provided by law.
10. INDEMNIFICATION
    MEMBER AGREES TO HOLD HARMLESS TTB, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF TTB's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
11. JUDGMENT SETTLEMENT
    In the event of a dispute between TTB  and Member resulting in a judgment entered on behalf of the Member against TTB, Member agrees that TTB shall have the right to satisfy said judgment in TTB Trade Dollars.

1. This agreement shall in all respects be construed under the laws of the State of FL.
2. Venue shall be Citrus County, Florida USA.