Member Agreement

These terms of service govern your access to the services and website of Club Barter Limited ("ClubBarter") whose Registered Office is Kemp House, 160 City Road, London, Greater London EC1V 2NX, United Kingdom, and your use of the ClubBarter and ClubBarter Marketplace as (defined in Section 1.1 below). ClubBarter Rules, ClubBarter Marketplace - Terms and Conditions, Privacy Policy and your Membership Application are an integral part of this Member Agreement. This Member Agreement (together with your Membership Application and Privacy Policy), as amended from time to time, are hereafter referred to collectively as the "Member Agreement" (see Section 1.1 below).

Please read your Member Agreement carefully. By using the ClubBarter Services (defined in Section 1.2 below) or accessing or using our website, including the domain and subdomains of www.ClubBarter.com and its related sites and services (our "Website"), you accept this Member Agreement and agree to these terms of service. Your use of the ClubBarter Services, or access or use of the Website is governed by the then current version of the Member Agreement in effect on the date of use.

This Member Agreement is effective on January 1st 2017, for current Members, and upon acceptance for new Members.

1. Definitions

1.1. "Member Agreement" means this ClubBarter Member Agreement, together with your Membership Application, the Marketplace Terms and Conditions and Privacy Policy, as amended from time to time, which may be viewed on the ClubBarter Website and which are incorporated herein by reference and in their entirety:

• Marketplace Terms and Conditions describe the terms and conditions applicable to your use of the ClubBarter Marketplace, which is the forum in which Members can trade products and services without exchanging cash, including, without limitation, our trading community, our Members, our Brokers, our payment systems, our Services, our Website and our social media pages (together, the "Marketplace"). Our Fee Policy is set forth as a part of the Marketplace Terms and Conditions (see Section 3 below). One of the purposes of the Marketplace Terms and Conditions is to enable and facilitate fair transactions among and between ClubBarter Marketplace Members ("Members") and other authorized parties by fostering a system of good business practices. The Marketplace Rules set forth the means by which ClubBarter 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 Marketplace.

• Privacy Policy. Our Privacy Policy sets forth our commitment to the privacy of our Members and the practices applicable to information collected from or submitted by Members.

1.2. "Services" means the services provided by ClubBarter in providing a Marketplace for cashless business transactions and acting as a third-party record-keeper and administrator of the clearinghouse function of the Marketplace, as well any services directed toward or for the benefit of Members or provided through our Marketplace, our Website, our social media pages, and by our franchisees and brokers ("Brokers"). ClubBarter may, in our sole and absolute discretion, contract with others to provide all or part of such record keeping, administrative or payment processing or other 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 online version of the Member Agreement, the business entity or approved individual accessing and accepting the Member Agreement. (c) Private individual wishing to participate in the Barter exchange. Member desires to exchange its products and services with other Members of the Marketplace, accepting "ClubBarter digital currency" as payment, and subscribes to ClubBarter's Services.

1.4. "ClubBarter digital Currency" means: (a) the digital currency selected by the user when signing up to "ClubBarter".

1.5. “ClubBarter Currency Exchange” means: the conversion made between ClubBarter digital currency used in the execution of trades between members whose ClubBarter digital Currency is based on a different notional value, e.g. USD and THB. ClubBarter will use the rate provided by ExchangeRateAPI.com for the conversion between ClubBarter digital Currencies.

1.6. Marketplace means the online Auctions and / or Online ability from our websites to buy or sell goods.

2. Changes to Member Agreement. Your use of the Marketplace, our Services, or access or use of the Website is governed by the then current version of the Member Agreement in effect on the date of use. ClubBarter reserves the right, in its sole discretion, without any obligation and without any notice requirement, at any time 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 Marketplace Rules and Privacy Policy). By using and accessing the Marketplace, our Services, or the Website, you acknowledge and agree to review the most current version of this document prior to each such use. The amended terms shall be effective upon posting publicly on the www.clubbarter.com Website. Your use of and access to any of the Marketplace, our Services or the Website after any changes to the Member Agreement are posted, will mean your acceptance of the changes and acknowledgement of, and agreement to, the then current Member Agreement. This Member Agreement may not be otherwise amended except in writing.

ClubBarter reserves the right, in our sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Website and to suspend and/or deny access to any portion of the Website for scheduled or unscheduled maintenance, upgrades, improvements or corrections or outages that are outside of our control. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and we do not undertake any obligation or responsibility to update or amend any such information. We may discontinue or change any product or service described in or offered on our Website at any time. We further reserve the right, in our sole discretion, to block or otherwise discontinue your access and use of the Website at any time and for any reason. You agree that ClubBarter and its affiliates, Brokers and agents will not be liable to you or to any third party for any such modification, suspension or discontinuance.

3. Fees and Services. ClubBarter charges fees for using its Services. The fees charged for using our Services are listed in our Fee Policy, which we may change from time to time. Changes to our Fee Policy are effective after we provide you with at least 28 days’ notice, either in writing, by email notice or by posting the changes on our Website. Unless otherwise stated all fees quoted are cash and not digital currency. You are responsible for paying all fees and applicable taxes associated with your use of the Marketplace, our Services or the Website with a valid payment method by the payment due date. Should you fail to make payment of any fees owing to ClubBarter greater than 60 days, then we reserve the right to close your account without further notice. Should we close your account any barter credits will be lost.

4. Representations and Covenants of Member

4.1. You represent and warrant that:

(a) If you are an individual, you are at least 18 years old and have all required legal capacity to enter into this Member Agreement as a binding agreement. If you are accepting these terms on behalf of a company or other legal entity, you have full authority to act for and bind that entity to this Member Agreement;

(b) The personal, business and other information provided by you on the Membership Application and in connection with this Member Agreement is true, accurate and correct;

(c) If there are any changes to the information provided by you on the Membership Application, you will promptly notify ClubBarter of any such changes;

(d) You have provided ClubBarter a valid method for payment of fees as required by our Fee Policy; and

(e) You will comply with all applicable laws in performing your obligations under the Member Agreement and your use of the Marketplace and Website. Your obligation to comply with all applicable laws includes, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, regulatory requirements, and the procurement of permits, certificates, approvals, inspections and licenses, when needed.

4.2. You understand, acknowledge, and agree that:

(a) ClubBarter digital currency (Barter Credits) are not considered legal tender, securities, or commodities by ClubBarter and may not be redeemed for cash;

(b) Transactions involving ClubBarter digital currency are generally treated as taxable events for federal, state, provincial, and local tax purposes, and you will seek independent professional tax advice if you need or desire it;

(c) We reserve the right to accept or reject your application as a prospective Member of the Marketplace for any reason, at our sole discretion. Your acceptance as a Member may be subject to our approval.

(d) You authorize us to debit ClubBarter digital currency from your Account for the amount of any purchase transaction, to credit ClubBarter digital currency to your Account for the amount of any sale transaction, and charge you all applicable fees specified in our Fee Policy; and

(e) Without limiting other remedies, for violation of the Member Agreement we may limit, suspend or terminate our Services to you, limit, suspend or terminate your Member Account or your right to transact in the Marketplace, prohibit access to our Website, delay or remove posted content and your 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 Marketplace Terms and Conditions. We also may reverse disputed transactions and close accounts that are delinquent, abandoned or in default.

4.3. Indemnification. You will defend, indemnify and hold us (and our subsidiaries, affiliates, directors, officers, employees, Brokers, independent contractors, and agents) harmless from any and all losses, liabilities, actions, damages, expenses, costs, penalties, fines and fees (including reasonable attorneys' fees and costs) incurred by us 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, or your violation of any law or the rights of a third party; (2) your disputes with other Members or with third parties (3) any actions we take to comply with federal, state, provincial, and local tax laws; (4) any Marketplace transaction wherein you are a buyer or seller; (5) any ClubBarter digital currency 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 Marketplace; (8) your negligence and wilful misconduct relating to the Marketplace; (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 ClubBarter only (together with its subsidiaries, affiliates, directors, officers, employees, and agents), any transaction or attempted transaction with an ClubBarter Broker or its employees when the Broker is acting as a principal to the transaction.

5. Disclaimers and Limitations; Release of ClubBarter

5.1 You acknowledge that ClubBarter is merely a third-party record-keeper and administrator of the clearing house function of the Marketplace, and not involved in any actual transaction between Members, or between a Member and a third party through the Marketplace. You will not hold ClubBarter responsible for the content, actions or inactions, or listed items by Members, Brokers, or third parties. We are not involved directly in the trade between buyers and sellers.

5.2 Disclaimer of Warranty and Liability on Marketplace Transactions

CLUBBARTER IS NOT A GUARANTOR OF ANY TRANSACTION CONDUCTED IN THE MARKETPLACE OR ON ITS WEBSITES. CLUBBARTER 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 MARKETPLACE BY A MEMBER, BROKER OR THIRD PARTY;

(B) THE ACCURACY, RELIABILITY, OR INTEGRITY OF ANY INFORMATION PROVIDED TO CLUBBARTER BY A SELLING MEMBER, BROKER OR THIRD PARTY AND DISSEMINATED BY ClubBarter ON BEHALF OF THAT SELLING MEMBER, BROKER OR THIRD PARTY;

(C) THE ABILITY OF ANY SELLING MEMBER, BROKER OR THIRD PARTY TO SELL PRODUCTS OR SERVICES;

(D) THE AVAILABILITY OF PRODUCTS OR SERVICES WITHIN THE MARKETPLACE, 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 MARKETPLACE OR THROUGH USE OF CLUBBARTER DIGITAL CURRENCY;

(F) THE VALUE OF CLUBBARTER DIGITAL CURRENCY OR OF THE FUTURE EXISTENCE OR VIABILITY OF THE MARKETPLACE;

(G) THAT THERE WILL BE ADEQUATE CLUBBARTER DIGITAL CURRENCY RESERVES TO COVER ALL OUTSTANDING CLAIMS IN THE MARKETPLACE;

(H) THAT THE MEMBER WILL BE SATISFIED WITH THE SELECTION OF PRODUCTS OR SERVICES OFFERED THROUGH THE MARKETPLACE 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 MARKETPLACE.

CLUBBARTER 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 Members or with one or more third parties (including government agencies), you release ClubBarter (and its subsidiaries, affiliates, directors, officers, employees, Brokers, 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, Brokers, independent contractors, and other agents. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

5.4. Limitation of Liability. ClubBarter (and its subsidiaries, affiliates, directors, officers, employees, Brokers, independent contractors, and agents) will not be liable for any incident, indirect, consequential, or special damages arising out of or in connection with your use of our Website, our Services, the Marketplace, or this Member Agreement, including loss of revenue or income, pain and suffering, emotional distress or similar damages, even if ClubBarter 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 ClubBarter (and its subsidiaries, affiliates, directors, officers, employees, Brokers, independent contractors, and agents) 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 ClubBarter in connection with Member's use of the Marketplace for the 12 months preceding the date that the incident giving rise to liability occurred.

6. Miscellaneous

6.1. No Waiver of Right. ClubBarter'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. ClubBarter's remedies in this Member Agreement are cumulative and are not exclusive of any other remedies provided at law or in equity to which ClubBarter may be entitled.

6.2. Entire Agreement/Severability. This Member Agreement 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.

6.4. 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 ClubBarter in arbitration or by judgment, shall be payable in local cash currency only not digital currency.

6.5 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 United Kingdom , 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 courts located in United Kingdom, for purposes of any dispute, suit, action or other proceeding based on a Cause of Action or any of the transactions contemplated under this Member Agreement, and each party hereby irrevocably agrees that all Causes of Action shall be heard and determined exclusively in United Kingdom. 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 United Kingdom or any defence 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 ClubBarter 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. Members may not assign any of its rights under this Member Agreement without the consent of ClubBarter, which consent ClubBarter may withhold at its sole discretion. Only the Member entering into this Member Agreement or authorized user's designated by Member and approved by ClubBarter may utilize the Services provided by ClubBarter. ClubBarter 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 ClubBarter digital currency balances owed by, Member.

6.7. 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 Marketplace. Neither party nor its employees will be eligible for any employment benefits provided by the other to its employees.

6.8 For legal purposes the English language version of this Agreement will take precedent over any regionalised translated versions.