MEMBERSHIP AGREEMENT AND TRANSACTION RULES

I hereby apply to join the Utah Trading Company Retail Trade Exchange and subscribe to Utah Trading Company’s administrative services. All trading activities will be governed by the Transaction Rules on the reverse side of this application.  I agree all additional signers on this account will also be bound by the same Rules and hereby indemnify Utah Trading Company for any violations. I certify the information provided on this Application is true and correct.  The Transaction Rules constitute the entirety of the Agreement.  Should disagreements arise; the Transaction Rules will be used to resolve them.

I also authorize Utah Trading Company or its assigns to debit my account, in accordance with the method selected above, for all charges accrued for my usage of this account. The account will be settled monthly, except online purchases, which will be charged at the time of purchase.

A. CONTRACT AND MODIFICATION OF CONTRACT The following Membership Agreement and Transaction Rules (the “Rules”) constitute the contract by and among Member ("Member") and Utah Trading Company, LLC, a Utah Limited Liability Company ("UTC") and are a part of the UTC Member Application. Any use of the UTC Exchange (“Exchange”) to facilitate a transaction by an Exchange member (Member) constitutes acceptance of all terms and conditions of the Rules as most recently adopted by UTC. The Rules apply to all UTC Members and to all transactions facilitated by the Exchange. In its sole discretion, UTC, only, may amend the Rules by giving Member thirty (30) days written notice.  Any purchase or sale by Member which makes use of the UTC Exchange after the thirty day notice period constitutes acceptance by Member of such change(s) to the Rules and the agreement of Member to abide by the same.

B. PARTICIPATION IN THE EXCHANGE

1. NATURE OF THE PARTIES a. The Exchange is the 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 UTC or its designee and through the medium of UTC Dollars. UTC functions as a clearinghouse for the transactions of the Exchange membership.

b. UTC regulates the Exchange. UTC acts as a third party record-keeper and administers the clearinghouse function of the Exchange for members of the Exchange (Members).  UTC may contract with others to provide all or part of such services.

c. Member is a bona fide and legal business that desires to do business with other members of the Exchange and hereby subscribes to UTC's services.  Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

2. SALES; SURCHARGE a. Member agrees to sell its goods and/or services for UTC Dollars at its prevailing or normally advertised cash prices and on the same priority given cash customers, but may exclude 'sale' items. (The term " UTC Dollar" (TD) is defined in Paragraph D-1 herein.) Member may not charge part cash, or go on standby with respect to the goods or services offered by Member, EXCEPT during the month immediately following a month in which Member maintained an account balance which at all times during that month exceeded TD 15,000.00. "Standby" means that upon exceeding a positive account balance of TD 15,000.00, Member may, but is not obligated to (i) notify UTC of the status so that UTC may notify other members that Member will not be accepting any more UTC Dollars, and (ii) inform other members who call for goods or services that Member is on standby and will not be accepting UTC Dollars at the present time.

b. When the selling Member qualifies to charge part cash as described above, in transactions exceeding TD 5,000.00, only, buyer and seller MAY negotiate for a portion of the excess of the price over TD 5,000.00 to be paid in cash.

3. CONTINUING SERVICES FEES Member will pay UTC continuing cash service fees for record-keeping and administrative services.  All fees and charges that Member pays UTC are for services rendered in processing members into the Exchange, maintaining records, operating the clearinghouse, administering the Transaction Rules, and facilitating Member's use of the Exchange. These fees are presently all fees specifically described in UTC’s most currently published UTC Price Schedule, plus the special service charges described below in this agreement.

a. UTC Dollar Service Fee: If purchases and UTC Dollar fees exceed sales (negative trade balance) up to any authorized Credit Line, a UTC Dollar Service Fee charge of one percent (1%) per month in UTC Dollars, will be charged on the amount by which purchases and UTC Dollar fees assessed exceed sales, up to the authorized Credit Line.  If purchases and UTC Dollar fees exceed sales (negative trade balance) in an amount exceeding any authorized Credit Line, a UTC Dollar Service Fee charge of two percent (2%) per month in UTC Dollars will be charged on the total amount by which purchases and UTC Dollar fees assessed exceed sales.

b. Late Fee: A Late Fee of ten dollars ($10.00) cash and ten UTC Dollars (TD 10.00), will be charged each month to Members whose cash fees due on Member's account are not received by UTC within thirty (30) days of Statement date.

c. NSF cash check returns will be charged $39.00 cash per incident, or the maximum allowed by law, against the originating account. NSF UTC Checks will be charged TD 20.00 against the originating account.

d. Cash fees are due to UTC upon receipt of statement. Cash fees are to be sent to the address provided by UTC only.

4. SUSPENSION If cash fees are past due beyond sixty (60) days, Member waives all rights to the use of any positive UTC Dollar balance in Member's account and grants UTC the right to freeze the balance until all cash fees are paid.  If cash fees become past due more than ninety (90) days, any Negative Trade Balance shall be immediately due and payable to UTC in cash.

5. TRANSACTION ASSISTANCE UTC will use its best efforts to assist Members to do business among themselves by, among other things, distributing member directories; maintaining current member information on computer files; appointing independent persons or entities as trade directors to provide information on members' goods and services available through the Exchange; and througha computer based business information network.

Member acknowledges that the sole principals in any Exchange transaction are the buying and selling Members involved, that transactions are entered into voluntarily, and neither UTC nor the Exchange is a guarantor of any transaction or UTC Dollar. UTC will use its best efforts to record transactions accurately, to administer the Rules, and to assist in the sale of Member's goods and services to other UTC members. However, the initiative for using the Exchange's services is exclusively that of the Member.

6. AVAILABILITY OF PRODUCTS AND SERVICES UTC shall use its best efforts to enroll new businesses with products and services to meet the needs of members. Neither UTC nor the Exchange is responsible if Member cannot find specific products or services or customers for their products and services within the Exchange.

7. DEFINITION OF "Member IN GOOD STANDING" A Member who complies with the current Rules and any other agreements in effect with UTC, who is current in the payment of any cash or UTC Dollars owing to UTC and who has a valid Member account, is a "Member in Good Standing." Only Members in Good Standing are entitled to the services of UTC and the Exchange.

8. ADVERTISING AUTHORIZATION Member authorizes UTC to inform other members of the availability of Member's products or services. This includes listings in local, regional or national directories and listings on the Internet. UTC is neither a party to these sales listings nor responsible for their accuracy.

C. UTC TRANSACTIONS

1. TRANSACTION PROCEDURE UTC may refuse to post a transaction when the procedures outlined below are not followed:

a. UTC transaction documents must be properly completed with account numbers and names, original signature, and date. Transaction documents received without the buyer's original signature may be returned to the seller.

b. Seller must secure an authorization number from UTC for all transactions, at the time of sale.

c. The UTC corporate office must receive the TD Check within ninety (90) days from the date authorized. UTC reserves the right to refuse to issue an authorization number if (i) the buyer does not have sufficient UTC Dollars to cover purchases, or (ii) either party is not a Member in Good Standing.

2. TRANSACTION MATERIALS Members may use only the following materials in UTC transactions: a) UTC computer-printed UTC Checks or blank printed UTC Checks; b) Trade Director Transaction Ledger; c) if Member is so authorized by UTC, electronic posting or auto-posting.

3. RECORD KEEPING UTC will issue periodic statements to Member reflecting account activity and amounts due and owing to UTC. Statements will be deemed accurate as printed unless Member notifies the UTC corporate office, in writing, of any discrepancy immediately. No reversals or adjustments will be entered on an account after one hundred twenty (120) days after the date of the transaction. Interim account activity summaries may be requested at any time at no charge. Members requesting copies of processed UTC Checks will be charged $3.00 cash research fee per copy, unless the examination reveals an accounting error.  NSF UTC Checks will be charged TD 20.00 against the originating account. UTC operates on a monthly accounting cycle which conforms to the calendar month.

Maintaining any written documentation of the transaction, including an authorizing signature from the Buyer, in case of dispute, is the sole responsibility of the Seller. If no signed authorization from the Buyer is kept, the transaction may be reversed at the Buyer's written request, but not after 120 days from the date of the transaction.  UTC has the right but not the obligation to reverse transactions due to non-compliance with these Rules or failure to provide goods or services as represented, in which event it will be the Buyer’s responsibility to collect goods or services owed from the Seller. Transactions are subject to final audit and verification by UTC and, in case of inaccuracies or non-compliance, UTC may debit or credit Member's account without notice.

4. TIPS AND GRATUITIES Member shall pay gratuities in cash at point of purchase.

5. PRODUCTS SOLD BY UTC On all products and scrip for services owned and sold by UTC, the only warranty UTC makes is that it has title free and clear from any lien or encumbrance. Products are sold "As is, where is." UTC makes no warranty, either express or implied, by operation of law or otherwise, as to the merchantability or fitness for a particular purpose of such products or services, and Buyer shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty.

6. MEMBER TRANSACTIONS WITH UTC UTC is free to buy and sell through the Exchange, but does so on its own behalf and for its own account. Every provision of the Rules applies equally to UTC.  Member agrees to waive any claim, debt or liability whatsoever, arising out of any dispute, non-payment or other problem arising out of any transaction with a UTC Office, UTC Independent Contractor, or other UTC Operator functioning as buyer or seller.

7. DISCLAIMER OF WARRANTY AND LIABILITY UTC makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold UTC 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 Exchange, in which Member participates is entered into by Member on a voluntary basis.

8. TAXES Seller shall be solely responsible to collect and remit to the appropriate taxing authorities the applicable GST, sales, excise, use or other taxes and shall collect and record these as required by law. Under no circumstances is UTC responsible to pay any GST, sales, excise, use or other taxes on behalf of any Member. Transactions involving UTC Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and UTC reports UTC 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 UTC harmless for any actions UTC takes to comply with federal, state or provincial, and local laws.

9. DISPUTES a. Transaction disputes concerning the quality or nature of goods or services purchased are between the Buyer and Seller ONLY, and neither the Exchange nor UTC has any responsibility in connection therewith other than recording transactions. UTC and the Exchange are not responsible for use of UTC Dollars by unauthorized persons, nor for transactions that do not comply with the Rules.

b. By making use of the Exchange, Member agrees that disputes arising from UTC transactions between members shall be settled by informal binding arbitration.  For that purpose UTC shall provide the UTC Retail Trade Exchange Arbitration Rules and Procedures; Member may use UTC’s Arbitration Procedures or other local arbitration services.

c. BOTH Buyer and Seller must authorize the Arbitration Panel to arbitrate the dispute within thirty (30) days of receiving notice of the dispute. The decision of the Arbitration Panel is final and may be enforced in any court of competent jurisdiction as permitted by law.

d. In situations where a Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller to provide UTC with written verification from the Buyer authorizing the transaction (e.g., signed UTC Check, signed contract specifying goods or services to be supplied and amount of purchase, etc.) or written verification by the Buyer that Buyer is rescinding the dispute of the transaction, within fourteen (14) calendar days of notice being given by UTC to Seller of the disputed transaction. If such documentation is not received within that time, the transaction will be reversed. No transactions will be reversed after one hundred twenty (120) days after the date of the disputed transaction.

10. ARBITRATION Any claim arising under this agreement or any other agreement between UTC and Member shall be resolved by binding arbitration.  The laws of the State of Utah shall govern all aspects of such arbitration, including its initiation, procedures, finality and enforcement.

D. ADMINISTRATION OF THE EXCHANGE AND UTC DOLLARS

1. NATURE OF UTC DOLLARS   Members conduct transactions (purchases or sales of goods or services) using the UTC accounting system.  Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of UTC Dollars.

A “ UTC Dollar" is 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 Exchange, and regulated by UTC.  UTC Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Exchange members.  UTC Dollars may be used only in the manner and for the purposes set forth in these Rules. Neither UTC nor Member shall consider UTC Dollars as legal tender, securities, or commodities. UTC Dollars in international transactions will be tendered at the international rate of exchange, as determined by the Exchange, at the time of the transaction. UTC disclaims any and all responsibility for the negotiability of UTC Dollars or for the availability of goods or services from any source.

2. LIABILITY FOR UTC DOLLARS Member acknowledges that UTC Dollars in the Exchange (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 UTC transactions incur the normal business risks associated with any credit transaction.  UTC Dollars are solely the liability of Members who owe UTC Dollars to the Exchange and are not the liability of UTC.

3. EXCHANGE OPERATIONS AND BAD DEBT RESERVE An Exchange Operations and Bad Debt Reserve Fund shall be maintained to cover (a) expenses of administering Exchange operations and (b) bad debts for which members are collectively liable.  UTC Dollars making up the Fund shall accrue from charges to member accounts for this purpose, from fees on UTC Dollar loans, from any positive balances abandoned or surrendered by former members in accordance with this Agreement, from collections of charged-off accounts, and from any unspent positive balances left in the Certified Check Fund at the end of each fiscal year. All funds in this account shall be the property of UTC.  Funds in this account may be distributed, for accounting purposes, to local area Cancel and Assign Accounts, according to then current UTC policies.

Member grants to UTC the right and power to assess a reasonable service fee for its administration of Exchange operations, which assessment, if made, shall be paid from the Exchange Operations and Bad Debt Reserve Fund on a schedule determined by UTC.

4. UTC DOLLAR EXTENSIONS OF CREDIT a. Member grants to UTC the right to make UTC Dollar Extensions of Credit, either in the form of loans or lines of credit to any member on terms and conditions consistent with that member's credit worthiness and ability to repay or generate sales within the Exchange.  Member grants to UTC the right and power to administer credit operations, and to charge reasonable fees for this service. The Service Fee earned on credit extended by UTC is the property of UTC and will be added to the Exchange Operations and Bad Debt Reserve Fund, as set forth in paragraph D.3 above. Member understands and acknowledges that all aspects of UTC Dollar Extensions of Credit are within the sole discretion of UTC. Members wishing to apply for credit may be required to submit a loan application, financial statement, credit agreements, promissory note, provide collateral or to prepay cash service fees prior to approval. UTC is under no obligation to extend credit at any time. UTC will use its best efforts to ensure timely repayment of principal and Service Fees through appropriate perfection and foreclosure of security interests.

b. Member grants UTC the right to extend loans in UTC Dollars to exchange owners / operators who wish to endorse the conversion of their members’ credits into UTC Dollars. Member acknowledges that such conversions are designed to improve membership growth and to increase available UTC Dollars in order to benefit the Exchange. Conversion loans are made predicated on pay-back analysis only and not on specific collateral.

5. ALLOCATION OF GOODS AND SERVICES Member acknowledges that regulation of purchases, control of credit extension, and allocation of goods or services in short supply are inherent in UTC's responsibilities. Decisions regarding exercise of these responsibilities are at UTC's sole discretion. Member acknowledges that some accounts are primarily or solely for the use of UTC, its principals or employees. UTC acknowledges that with respect to those accounts, it is bound by these Rules in the same manner as any other member.

6. RIGHT TO REGULATE AND BORROW a. Member acknowledges and grants to UTC the right and power to regulate and control the number of UTC Dollars within the Exchange.

b. Member grants to UTC the right and power to borrow from the Exchange and spend an aggregate amount not to exceed two (2) years earnings of UTC Dollars as reflected on the financial statements of UTC.

E. BREACH OF THE RULES

1.  TRANSACTION RULE VIOLATIONS UTC has the right, but not the obligation, to inquire into complaints of Rule violations by Member. Member grants to UTC the right to take such actions which, in UTC's sole discretion, are deemed necessary. Violations of the Rules may result in termination of Member's account and/or immediate adjustment to the transactions involved. If Member fails to buy from and sell to other Members in Good Standing in accordance with these Rules, Member will be in material breach of the Rules. If Member violates any term of the currently effective Rules, UTC may immediately terminate Member's account or may freeze all activity in the account without notice. In its sole discretion, UTC may reinstate Member or unfreeze Member's account.

2. SUSPENSION OF TRANSACTION PRIVILEGES UTC reserves the right, in its sole discretion, to suspend the transaction privileges of any member who is in violation of any local, state or provincial, or federal law, who engages in overpricing, direct trading with other UTC members (i.e. not through the Exchange), or otherwise violates the Rules, or when cash fees are due to UTC and unpaid for more than one calendar month. In the latter case, transaction privileges shall be reinstated immediately upon payment of cash fees due.

3. PAST DUE FEES In its sole discretion, UTC may terminate Member accounts with cash fees owing beyond ninety (90) days and may assess a cash collection fee in such amount as may be specified by UTC from time to time.

4. TERMINATION Either party may terminate this Agreement upon five (5) days written notice to the other party. Upon termination:

a. All cash and UTC 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 UTC Dollars within one month of termination date. After said one month period, Member must immediately pay UTC any remaining negative balance in cash.

c. Any Member with a positive account balance (where sales exceed purchases) may spend the positive balance after paying UTC the cash service fees on the positive balance. After payment of fees, UTC Trade Exchange Certified Checks will be issued to Member for the remaining positive balance.

d. UTC Checks and other unused UTC transaction materials must be returned immediately upon termination.

5. LIQUIDATED DAMAGES IF TERMINATED FOR CAUSE A violation of the Rules damages UTC and the Exchange in a number of ways that are difficult to quantify. These may include, but are not limited to, administrative costs in dealing with the violation; financial injury due to loss of cash service fees and/or expenditure of funds, such as in collection actions; loss of member goodwill toward the Exchange and UTC; and loss of trading volume and members. Member and UTC agree that Member shall pay UTC the sum of Seven Hundred Fifty dollars ($750.00) cash, as liquidated damages and not a penalty, to UTC if Member is terminated for violation of the Rules for other than overdue cash fees. Damages must be paid within thirty (30) days of the date of notice of termination of Member's UTC Account. If Member has a positive account balance, the liquidated damages must be paid in addition to the requirements of paragraph E.4 above before the account balance will be converted to UTC Certified Checks.

6. DRAFT/VOUCHER PASSING Member shall not give or receive a UTC Check or other UTC transaction material with the buyer's name left blank or receive a third-party UTC Check.  Such transactions may result in suspension of transaction privileges or termination of Member's account subject to the provisions of paragraph E.5 above.

7. SPEND OUT/CANCELLATION If UTC reasonably believes that a Member is spending out its account balance in anticipation of canceling future participation in UTC, or if Member has requested termination, then UTC shall require the prepayment of cash service fees on the remaining balance held in Member's account.

8. SECURITY INTEREST, INSOLVENCY Member hereby grants UTC a security interest in all UTC 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. UTC shall have the option, in lieu of filing as a creditor, of treating the UTC Dollar balance as equal in value to the amount of cash fees owing, and terminating the account; provided however, that if UTC does receive all of its cash fees in full, UTC shall reinstate the UTC Dollars to the Member's account.

9. PREFERENTIAL TREATMENT UTC warrants that it will not engage in preferential treatment of UTC employees, or their families and associates, in discharging its responsibilities.

F. MISCELLANEOUS

1. FAX SIGNATURES UTC will, and Member agrees that UTC may, accept a faxed signature as an original, legal signature.

2. LEGAL REQUIREMENTS Member shall abide by applicable International, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. UTC shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold UTC liable for any action UTC takes to comply with applicable laws or regulations.

3. NO WAIVER OF RIGHT UTC'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. UTC's remedies are cumulative and are not exclusive of any remedies provided by law.

4. SEVERABILITY; ATTORNEY'S FEES Every item contained in these Rules is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in these Rules. If legal action must be taken by UTC against a Member to enforce any provision of the Rules, Member shall pay UTC 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.

5. DISSOLUTION If the UTC Exchange terminates or otherwise ceases to do business, all Members in a negative UTC Dollar position will pay amounts they owe in cash (one UTC 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 UTC Dollar position. UTC is not liable to any Members for cash or UTC Dollars beyond the distribution of such funds, except as provided in these Rules.

7. WARRANTY OF INFORMATION Member warrants that it provides all information to UTC in good faith and that such information is accurate to the best of Member's knowledge.

8. APPLICABLE LAW All interpretation of the Rules shall be governed by the laws of the State of Utah, United States of America, and in the English language. Any sums which may be awarded by account or arbitrator to UTC shall be in United States dollars rather than UTC Dollars.

9. VENUE Any action brought by any party to this agreement shall be filed, and venue shall lie only in the courts of Utah County, Utah, United States of America, to which jurisdiction and venue Member hereby specifically consents.

10. bartervana makes no representation or warranty either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any barter transaction. Member agrees to indemnify and hold bartervana harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein the Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the bartervana 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 bartervana arising out of any computer or software malfunction or processing errors.

Effective February 14, 2011


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