1. Nature of the Parties 2. Brokerage and Record Keeper Function 3. Trade Definitions 4. Liability for Trade Credits 5. Regulation of Trade Credits; Bad Debt Reserves 6. Trade Credit Loans 7. Positive Balance – Negative Balance 8. Credit Line 9. Availability of Products, Services, Customers 10. Payment of Fees 11. Fees Outlined 12. Revoking Additional Cards 13. Receiving Credit for Trade Sales 14 Authorization Code 15. Special Trade Procedure 16. Commissions on Cash Business 17. Mail or Telephone Sales, No Oklahoma Barter Exchange Card; Discretionary Sales 18. Returns and Refunds as a Seller 19. Returns and Refunds as a Buyer 20. Monthly Statement – Copies, Charges 21. Notify us in Case of Errors or Questions about Your Statement 22. Disputes; Disclaimer of Warranty and Liability 23. Violation of Trading Rules 24. Rejected Trade Drafts 25. Computing the Finance Charge 26. Overpricing 27. Direct Trades

28. Laws and Regulations 29. Taxes 30. Notification 31. Suspension of Trading Privileges 32. Voluntary Suspension of Trading by Member 33. Severability 34. Termination 35. Cash Payment for Negative Account Balance 36. Client Transactions with Oklahoma Barter Exchange Independent Contractors/Employees 37. Enforcement 38. Assignment of Account 39. Advertising 40. Tips and Gratuities 41. Authorization of Credit Investigation 42. Products Sold by Oklahoma Barter Exchange 43. Travel – Booking Fees, Cancellation Fees 44. Additional Security Interest; Insolvency 45. Commitments and Representations 46. No Waiver of Right 47. Preferential Treatment 48. Dissolution 49. Spend Out/Cancellation 50. Renewal 51. Captions 52. Modifications To Oklahoma Barter Exchange Trading Rules and Regulations

 

 

 

 

1. Nature of the Parties

Oklahoma Barter Exchange is a third party record keeper of barter transactions by and between its members and is recognized by the U.S. Internal Revenue Service. Oklahoma Barter Exchange System members are businesses, business owners and professionals who contract with us to organize and facilitate barter of their products and services with each other.

Oklahoma Barter Exchange System members are businesses, business owners and professionals joining together in order to barter their products and services among themselves according to a uniform method of conducting business subject to the Oklahoma Barter Exchange record keeping and administrative services, herein referred to as the "Oklahoma Barter Exchange System," and governed by the following Oklahoma Barter Exchange Trading Rules and Regulations.

2. Broker and Record Keeper Function

Oklahoma Barter Exchange serves as a broker to promote and assist members to barter among themselves by means of the appointment and/or employment (when possible) of independent agents and/or employees as local area brokers who will provide information about participating members and available products and services to other members in the Oklahoma Barter Exchange System.

     You understand that you have the exclusive responsibility of initiating and using our services and the Oklahoma Barter Exchange System in general, in order to derive economic benefit. The responsibility for the conduct of a trade is exclusively that of the participating members, the buyer and the seller.

     We will use our best efforts to accurately record trades, to administer these Oklahoma Barter Exchange Rules and Regulations in accordance with their terms and to broker members’ products and services. However, you acknowledge that the sole principals in any trade are the buying and selling members involved, that barter transactions (trades) are entered into voluntarily, and that we are not the agent of any member, nor are we the guarantor of any transaction or trade credit.

3. Trade Definition

A "trade" or "barter transaction" is a purchase or sale of products and/or services whereby payment is made in Oklahoma Barter Exchange Trade Credits posted to your account (seller’s account is credited, purchaser’s account is debited) pursuant to these Oklahoma Barter Exchange Trading Rules and Regulations. A trade credit is equivalent to a cash dollar for accounting purposes. The term "trade credits" means a book entry with an assigned arbitrary value that is determined by the buyer and the seller as a practical method of recording the value of a transaction that resulted in a transfer of products or services between the two members in the Oklahoma Barter Exchange System. Ownership of trade credits denotes the right to receive products or services available from other members of the Oklahoma Barter Exchange System. Oklahoma Barter Exchange trade credits may be used only in the manner and for the purpose set forth in these Oklahoma Barter Exchange Trading Rules and Regulations. Oklahoma Barter Exchange trade credits are not legal tender, securities, or commodities. They may not be redeemed for cash. We disclaim responsibility for the negotiability of trade credits or for the availability of any particular product or service from any source.

4. Liability for Trade Credits

You acknowledge that trade credits in the Oklahoma Barter Exchange System (positive balances) are the liabilities of persons who have spent more than their sales (negative balances); that there is a creditor/debtor relationship between such persons, and that trade transactions incur the normal business risks associated with any credit transaction. Oklahoma Barter Exchange trade credits are the liabilities of clients who owe the Oklahoma Barter Exchange System. We are solely liable for our own trade credit indebtedness.

5. Regulation of Trade Credits; Bad Debt Reserves

You authorize us to establish and maintain a bad debt reserve fund to be administered by appropriate rules; e.g. by charging accounts an amount in trade credits, the use of abandoned or surrendered positive balances by former members and the use of other trade credit charges to be paid into such fund. The administration of all bad debt reserve funds shall be determined and governed by us.

6. Trade Credit Loans

You grant to Oklahoma Barter Exchange the right and power to make trade credit loans to any member on terms and conditions consistent with the member’s credit worthiness and ability to repay. You understand and acknowledge that the exercise of the power shall be at the sole discretion of our management with regard to principal, interest, terms and conditions, lending policy, and other particulars. Members desiring to apply for a loan may be required to submit a loan application, financial statement, credit agreement, promissory note, personal guarantee, prepayment of cash transaction fees, and equivalent collateral prior to approval. Oklahoma Barter Exchange is under no obligation to extend credit at any time. We will use our best efforts to ensure timely repayment of principal and interest, appropriate collateralization, and perfection of security interest in all loans.

     You grant to Oklahoma Barter Exchange the right to extend loans in trade credits to trade exchange owner/operators whose exchange systems have become "deficit spent" and who wish to endorse the conversion of their client’s trade credits into Oklahoma Barter Exchange trade credits.

     You acknowledge that such conversions are designed to improve member growth while providing a mechanism to increase the available trade credits in circulation in order to benefit the clients of the Oklahoma Barter Exchange System at large and that conversion loans are generally made, predicated on a payback analysis only and not on specific collateralizations.

You acknowledge that, in consideration of the loan management services we provide, which will result in benefits to members (e.g. from additional sales and greater availability of services and products) all interest, fees, charges, and any other proceeds, from such loans shall be our sole and exclusive property.

7. Positive Balance – Negative Balance

If the cumulative total of your sales and any other credits is greater than your purchases and any other trade credit charges, you will have a positive balance; conversely, if your purchases and any other trade credit charges exceed sales and any other credits, you will have a negative balance. If you have a negative balance, you cannot refuse trade sales.

8. Credit Lines

Oklahoma Barter Exchange may within its sole discretion issue a credit line on your account and can modify the credit line and/or it’s terms effective immediately without notice. Credit lines will be extended in accordance with written procedures and requirements Oklahoma Barter Exchange will set out at its’ discretion to ensure prudent fiscal management. You agree not to make any purchases or incur charges that would cause the balance of your account to exceed your credit line. Your obligation to repay a loan or negative balance is not relieved in any way by any conditions that result in a lack of trade sales. We do not have the duty or responsibility to generate trade sales for you to enable you to repay a loan or negative balance. The obligation to repay and maintain an even or positive account balance is solely yours.

9. Availability of Products, Services, Customers

Oklahoma Barter Exchange shall use its best efforts to solicit new businesses having products or services to satisfy the needs of all members. Oklahoma Barter Exchange is not responsible if you cannot find specific products or services to buy from other members or other members interested in buying products or services from you.

10. Payment of Fees

All fees and charges, including initial registration fees, cash transaction fees, and other charges by us are in payment for services rendered in processing you into the Oklahoma Barter Exchange System, operating the clearinghouse and brokerage functions, administering these Rules, establishing and maintaining records, and facilitating your use of the Oklahoma Barter Exchange System.

     Fees are intended to treat all members as fairly as possible. Certain fees may be waived or adjusted for certain businesses or classes of businesses that can demonstrate special circumstances but whom we feel will benefit the rest of the membership in general.

     Automatic credit card payments will be processed on the 16th day of each month. Additionally, if you do not pay the cash fees due within Forty Five (45) days from the monthly statement date, you agree to waive all rights to usage of any positive trade credit balance in your account (s), and grant us the right to freeze such balance so long as cash fees remain outstanding. All cash fees billed on the monthly statement are payable at the Oklahoma Barter Exchange Corporate Office, PO Box 33130  Tulsa, Oklahoma 74153, and not at any other office. Oklahoma Barter Exchange Area Brokers, Independent Contractors/Employees are not authorized to receive payments.

11. Fees Outlined

A.) Monthly Transaction Fee – You agree to pay a monthly cash transaction fee equal to Ten (10%) Percent or Fifty (.50) cents, whichever is greater, of your purchases. This fee is charged on each transaction and shall be based on the full amount of the transaction. You agree to pay us the full amount of cash fees due within Thirty (30) days of the monthly statement date.

B.) Monthly Accounting Fee – You agree to pay a monthly accounting fee of Seven ($7.00) Dollars (Cash) and Seven ($7.00) Oklahoma Barter Exchange Trade Credits). The accounting fee will be waived for the first Ninety (90) days after activation of your account or until your first trade sale which ever occurs first. You authorize the Oklahoma Barter Exchange Trade monthly accounting fee to be deducted from your account. You agree to pay us the full amount of cash monthly accounting fee due within Thirty (30) days of the monthly statement date.

C.) Credit Line Interest – You agree to pay monthly interest on your credit line as determined by Oklahoma Barter Exchange. The rate of credit line interest is One (1%) percent (Oklahoma Barter Exchange Trade Credits) per month. You authorize the Oklahoma Barter Exchange Trade monthly accounting fee to be deducted from your account. Your creditworthiness, collateral, trade volume and fee payment history, as determined by Oklahoma Barter Exchange may determine modifications to this rate.

D.) Interest on Overdraft (Negative) Balance – You agree to pay monthly interest on your overdraft (negative) balance. The rate of interest on your overdraft (negative) balance is 1.5% (Oklahoma Barter Exchange Trade Credits) per month. You authorize the interest on overdraft balances to be deducted from your account.

E.) Late Collection Fee – If the fees due and owing on your account are not paid within Thirty (30) days of the monthly statement date we will apply a Late Collection Fee on the outstanding balance of cash fees due at the rate of Five (5%) percent or Ten ($10.00) Dollars, cash, whichever is greater, per month from the monthly statement date.

F.) Cash payments received will be applied first to late collection fees, if any, then to the monthly accounting fee, then to the monthly transaction fee.

12. Revoking Additional Cards and Sub-Accounts

You may want to revoke the use of an additional Card(s) or sub-account(s). In this case use the notification procedure described in Section 13 above. After we are notified, you will not be responsible for purchases made with these Card(s) where a seller would be required to receive an authorization code. You will be responsible for any purchases not requiring sellers to receive an authorization code until the last day of the month you notified us of your revocation of the Card(s). We will charge your account Fifty ($50.00) Oklahoma Barter Exchange Trade Credits each time a new account is opened due to your revoking a Card(s).

13. Receiving Credit for Trade Sales

We will issue trade credits in connection with trade drafts accepted by you according to the following procedure:

You must present a legibly printed properly completed, signed and dated trade draft.
     The trade draft must evidence a valid, binding and forcible obligation on the part of an authorized user of a valid, unexpired Card for the amount stated on trade draft. You must receive an authorization code in required situations.
     You must deliver to us a copy of the trade draft within Fourteen (14) days of each sale. We are not obligated to honor trade drafts received Fourteen (14) days after the date of the sale. Trade drafts received without the buyer’s signature may be returned to you and we may refuse to honor such transactions. We have the right to reverse a transaction due to noncompliance with these Rules, in which event it shall be your responsibility to collect from the buyer. All transactions are subject to final audit and verification by us and, in case of inaccuracies, we may debit or credit your account, without notice, as a result of such error.

14. Authorization Code

Before you accept a Card or trade draft in making a trade sale, you will need to obtain an authorization code from the authorization center if: The transaction is in excess of Twenty-Five ($25.00) Dollars.
The trade credit amount of a transaction made in one department by any one sales person in any one day, through the use of the same card, shall constitute a single transaction to which the floor limit applies; or The buyer is making the purchase by mail or telephone; or The Card presented has expired; or The Client Identification Number or name on that Card is listed on the Account Warning List (Suspended Traders List) or other current warning notice, or you believe that the card may be counterfeit or stolen, or that such transaction is in some manner suspicious. If a trade draft with an authorization code is not received by us in Ten (10) days from the date the authorization code was issued, the authorization code will expire and the trade draft will be considered to have never received an authorization code. If you do not obtain an authorization code in any of the circumstances described above, we can reject the trade draft or if we accept it, it will be on a full recourse basis.

15. Special Trade Procedure

The following procedures apply to transactions involving special orders, construction jobs, service work, or long-term leases and other work-in-progress transactions. Buyer should obtain a written estimate BEFORE authorizing work to begin.
     BEFORE STARTING WORK, if appropriate, Seller should obtain a deposit or down payment in trade credits in the same manner as a cash transaction. This is done with a trade draft and authorization code. Seller should include in its contract that "If Buyer, for any reason, cannot make payment in trade credits, payment is due in cash in the same amounts and on the same dates as specified in this agreement."

16. Commissions on Cash Business

Seller agrees to pay transaction fees on the full amount all sales generated through the Oklahoma Barter Exchange Exchange System, including any cash or part-cash sales.

17. Mail or Telephone Sales, No Oklahoma Barter Exchange Card; Discretionary Sales

Seller shall obtain an authorization code for all mail or telephone sales, and will enter in the space provided for the buyer’s signature on the trade draft, the printed name of the individual making the purchase and the notation that the order was placed by mail (MO) or telephone (TO).

     Sales to persons without Cards, expired Cards, or to someone using the Card of another or by mail or telephone as provided in these Oklahoma Barter Exchange Trading Rules and Regulations are at your sole risk. An authorization code must be obtained for all such sales, but sellers are solely responsible for satisfying themselves that buyer is in fact the person the Card was issued to or that buyer has authority to use the Card of another. We will not accept liability surrounding such sales if a dispute arises.

18. Returns and Refunds as a Seller

You will establish a fair policy for the exchange and return or allow price adjustments for merchandise or services deemed unsatisfactory. You are required to mail a trade credit draft to us within Three (3) business days. We have the right to debit your account for the amount of refund due the buyer and any interest adjustments that are appropriate because of reversing or adjusting the amount of a transaction that you previously received credit for.

19. Returns and Refunds as a Buyer

You will receive a credit to your account for the amount of a returned purchase. The trade credit draft for this credit should be filled out and signed by the seller, who should give a copy to you. It is the seller’s responsibility to mail or deliver the trade credit draft to us promptly so we can credit your account. We are not responsible for seller’s failure to mail or deliver the trade credit draft promptly or if the seller does not have the amount of the purchase available to issue a trade dollar credit.

20. Monthly Statement – Copies, Charges

We will issue monthly statements to you reflecting account activity and charges due and owing to us. Interim account activity summaries may be requested at any time at no charge. If you request copies of processed trade drafts and monthly statements, you will be charged $5.00 Oklahoma Barter Exchange Trade Credits per copy, unless the examination of it reveals that we are at fault for an account error. NSF check returns will be charged $25.00 cash (or the maximum allowed by law whichever is greater) per incident without limiting any other legal remedies we would have. NSF trade drafts may be charged $25.00 Oklahoma Barter Exchange Trade Credit s against the buyer’s account, even if we process the trade draft.

21. Notify us in Case of Errors or Questions about Your Statement

If you think your statement is wrong, explain why you think your statement is wrong in writing and send it to us at the postal address, fax number or e-mail address listed on your statement. Write to us as soon as possible. We must hear from you no later than Thirty (30) days after we sent you the first statement on which the error or problem appeared. You can telephone us, but doing so will not preserve your rights. In your letter, give the following information:

1. The name of the account and your Account Number.
2. The entry date, reference number and transaction amount as printed on your statement.
3. Describe the error and explain, if you can, why you believe there is an error.
4. After we receive your written notice, we will suspend collection of any cash fees associated with a transaction you question, or report you as delinquent. We can continue to bill you for the amount you question, including finance charges. You do not have to pay any cash fees questioned while we are investigating, but you are still obliged to pay your cash fees that are not questioned.
5. If you do not notify us in writing as provided for above within Thirty (30) days after you receive the statement with the disputed charge we will assume the statement is accurate as printed.

22. Disputes; Disclaimer of Warranty and Liability

Trade transactions between members are entered into on a voluntary basis and although we may give referrals, act in our brokerage function and record trades; any disputes are only between the buyer and the seller and shall be settled by the parties themselves.

     Disputes between members shall be submitted to binding arbitration to resolve disputes without resorting to the judicial system. Each party to the dispute will select one arbitrator. The two arbitrators shall select a third arbitrator and the three arbitrators shall comprise the arbitration panel. All decisions by the arbitration panel shall be decided by majority vote. The venue for such mediation shall be the Greater Tulsa Area. Members shall split the costs of the arbitrator equally.

     We make no representation or warranty either express or implied, and disclaim all liability as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. You do hereby indemnify and hold us harmless with respect to any claim, debt, damages, cost or liability whatsoever, arising out of any transaction where you are a buyer or seller.

23. Violation of Trading Rules

We have the right, but not the obligation, to inquire into complaints of Oklahoma Barter Exchange Trading Rules and Regulations violations by a member. You grant to us the right to take the actions, which, in our sole discretion, are deemed necessary to ensure fair dealings. Violation of these Oklahoma Barter Exchange Trading Rules and Regulations may result in termination of your account and/or immediate adjustment to the transactions involved.

24. Rejected Trade Drafts

We have the right to reject or charge your account at any time for the full amount of any trade draft without notice, in any circumstance surrounding that trade draft where you breached any term, condition, warranty or representation in this Oklahoma Barter Exchange Trading Rules and Regulations and/or Membership Application. No failure by us or any other person to give any notice or obtain consent from you, and no extensions of time given to, or other arrangements made with, the person who signed any trade draft presented to us by you shall limit or impair any right or remedy we have in the Oklahoma Barter Exchange Trading Rules and Regulations and Membership Application.

25. Computing the Finance Charge

We will compute the Late Fees, Credit Line Interest, Overdraft Balance Interest and Negative Trade Balance Interest on your account(s) subject to the respective charge. Rates will be determined by us in our sole discretion and published from time to time. You will be notified on your monthly statement of any change in the interest rate Thirty (30) days, or one monthly billing cycle prior to the effective change date. You agree that we will debit your account for the respective charge computed in the manner described above.

26. Overpricing

Selling members shall sell all products and/or services for full trade at seller’s prevailing prices up to $2,500.00.

"Prevailing Price" shall mean the price that would otherwise be charged to a non-Oklahoma Barter Exchange Member for cash. Seller is not obligated to trade products and/or services that are otherwise offered to the public under special pricing, sales, discounts and/or other promotion.

     Oklahoma Barter Exchange at its’ discretion may grant a parity to a member or category of members deemed to have an unusually low gross profit margin.

     Oklahoma Barter Exchange reserves the right, but are not obligated, to inquire into the complaints of overpricing by a client. Violation may result in fines and/or suspension of trading privileges and/or termination of your account and/or immediate adjustments to the transaction involved and/or other sanctions deemed appropriate by Oklahoma Barter Exchange.

27. Direct Trades

Direct trades between members which would avoid cash transaction fees are prohibited, and if consummated and we learn about the transaction, we will charge an amount equal to Twenty (20%) percent cash as a transaction fee payable upon demand; such trades may also result in suspension or termination. You shall not execute a Oklahoma Barter Exchange trade draft with the seller’s name left blank or receive a third party trade draft.

28. Laws and Regulations

You shall abide by applicable Federal, State or Local laws or regulations appropriate to any barter transaction, and we shall not be responsible for any failure on your part to comply. You agree not to hold us liable for any action we take to comply with applicable laws or regulations.

29. Taxes

Seller shall charge the appropriate sales, use and excise taxes and collect and record these on the trade draft at the time of the sale. Under no circumstances will we be responsible to pay any sales, excise, use or other such tax on behalf of any client. You are advised that transactions involving trade credits are generally treated as taxable events for Federal, State, and Local tax purposes. (Refer to IRS Publication 525).

     Oklahoma Barter Exchange is required by the Internal Revenue Code to report member’s barter sales on a 1099-B, a copy of which shall be furnished to member.

    You are solely responsible for the declaration and reporting of all applicable Local, State and Federal taxes resulting from trade transaction. Further that we are required by Federal law to obtain your correct taxpayer identification number and legal name. Failure or refusal by member to provide such information will result in our not accepting your application or the termination of your account at our sole discretion. Should we be fined or otherwise financially sanctioned by the IRS and/or any other taxing authority because you provided us inaccurate information or failed to provide requested information required by the IRS or other taxing authority, which we in turn provided or have the legal obligation member to provide member to the IRS you will be responsible to reimburse us in cash such fine or other financial sanction. The fine or other financial sanction shall be charged on your next monthly billing statement. You agree not to hold us liable for any action we take to comply with Federal, State, or Local tax laws.

30. Notification

On the Membership Application, you have provided information to us regarding, among other things, the identity of principal owners, the form of business organization, credit information and the types of goods and/or services you sell. You warrant and represent that all information is true and correct and that you will promptly notify us of any and all changes that may occur from time to time regarding this information.

31. Suspension of Trading Privileges by Oklahoma Barter Exchange

We reserve the right, at our sole discretion, to suspend your trading privileges if you are in violation of any Local, State, or Federal law, engaged in overpricing, direct trades, or otherwise breach these Rules and Regulations and/or the Membership Application, or have cash fees due us which are more than Forty Five (45) days past due. In the latter case, your trading privileges will be reinstated upon payment being applied to your account. Cash fees received after 3:00 p.m. C.S.T. will be applied to your account the next business day.

32. Voluntary Suspension of Trading by Member

Members may place their account on inactive (Standby) status, that is, temporarily not make trade sales until they spend down their account balance below $2,500.00, under the following conditions:

• Member’s account is not negative;
• Member’s account has a minimum positive balance of $2,500.00 Trade Credits.
• Member gives written notice to Oklahoma Barter Exchange;
• Member is not on Suspended Trading List.

33. Severability

The unenforceability of any provision of the Oklahoma Barter Exchange Trading Rules and Regulations shall not affect the enforceability or validity of any other provision of the Oklahoma Barter Exchange Trading Rules and Regulations.

34. Termination

Either party may terminate a member’s Oklahoma Barter Exchange Membership upon written notice to the other party. Immediately upon termination, all cash and trade credit fees and charges outstanding become due and payable.

If you have a negative trade balance (i.e. purchases exceed sales), you shall pay the account with Oklahoma Barter Exchange Trade Credits within Thirty (30) days of the termination date and, after the Thirty (30) day period, immediately pay us any remaining negative balance in cash; or If you have a positive trade account balance (i.e. sales exceed purchases), you may stay active for One Hundred Eighty (180) days after the date of termination and spend the balance until purchases equal sales. The amount of cash transaction fee that would be due on spending your account down to zero plus all other cash fees, are due in advance. If all cash fees due on account are not paid within Ninety (90) days of termination date then you will forfeit all rights to your positive trade credit balance.
     All your obligations under these Oklahoma Barter Exchange Trading Rules and Regulations, such as, but not limited to, any trade draft or trade credit draft presented or signed by you shall survive any such termination.

35. Cash Payment for Negative Account Balance

We shall require cash payment in U.S. Currency for your negative balance in the amount specified in the following situations:

• The total balance, if you do not have any valid sales credits to your account for Six (6) consecutive months.
• The total balance, if your account is terminated and the Thirty (30) day time period expires.
• The amount of your balance, if you cease business operations.
• All cash payments to pay off a negative balance will be credited by the unit of measurement of One (1) United States dollar to One (1) trade credit dollar.

36. Client Transactions with Oklahoma Barter Exchange Brokers and/or Employees

Our Independent Area Brokers, Contractor/Employees may also be members of the Oklahoma Barter Exchange System and as such are free to buy and sell on trade but do so solely on their own behalf and do not represent us. Every provision of our Oklahoma Barter Exchange Trading Rules and Regulations applies to our Independent Area Brokers, Contractors/Employees when they engage in transactions as members of the system. We are not a party to, and are not responsible for, transactions between members and Oklahoma Barter Exchange Independent Area Brokers, Contractors/Employees.

37. Enforcement

If we must take legal action against you to enforce any provision of these Oklahoma Barter Exchange Trading Rules and Regulations and Membership application, we shall be entitled to recover reasonable and necessary attorney’’ fees, costs and interest at the highest legal rate allowed by law from the date of default until payment.

     Disputes between members and Oklahoma Barter Exchange shall be submitted to binding arbitration to resolve disputes without resorting to the judicial system. Each party to the dispute will select one arbitrator. The two arbitrators shall select a third arbitrator and the three arbitrators shall comprise the arbitration panel. All decisions by the arbitration panel shall be decided by majority vote. The venue for such mediation shall be the Greater Tulsa Area. Oklahoma Barter Exchange and the member shall split the costs of the arbitrator equally.

     In the event that a final determination by the arbitrator is entered on your behalf against Oklahoma Barter Exchange., and/or it’s shareholders, officers, directors and/or employees, you agree that Oklahoma Barter Exchange, and/or it’s shareholders, officers, directors and/or employees shall have the right to satisfy said determination in Oklahoma Barter Exchange trade credits.

38. Assignment of Account

Your account is not assignable or transferable without our express prior written consent.

39. Advertising

Unless otherwise stipulated in writing, you authorize us to notify and advertise to other members the availability of your products or services.

40. Tips and Gratuities

The buying client shall pay all tips or gratuities in cash at point of purchase. Failure by member to tip restaurant wait staff without just cause may result in suspension of restaurant trading privileges.

41. Authorization of Credit Investigation

You authorize us to make whatever credit investigation is deemed appropriate and to exchange any information received in the course of such investigation. You agree to sign any credit information authorizations as may be required by credit reporting agencies. We may request reports from credit reporting agencies. If you ask us whether a credit report was requested, you will be informed, and if we have received a credit report, you may request the name and address of the agency that supplied the report.

42. Products Sold by Oklahoma Barter Exchange

On all products owned and sold by us, the sole and exclusive warranty made by us, as Seller is that we have good and merchantable title to such products, free and clear from any lien or encumbrance. Other than that set forth above, products are sold, "as is, where is." With respect to any products or services purchased by you from us, you recognize that such items are produced and provided by others and not by our affiliates or us. We make no warranty either express or implied, by operation of law otherwise as to the merchantability or fitness for a particular purpose of such products or services, and you shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty. We will assign to purchasing member whatever rights of warranty against the manufacturer, distributor or retailer of the product that we have, if any.

43. Travel – Booking Fees, Cancellation Fees

A Fifteen-Dollar ($15.00) cash-booking fee per destination area may be charged on all transactions involving members purchasing travel, restaurants, services and/or entertainment from exchanges other than Oklahoma Barter Exchange. A Twenty-Five ($25.00) cash cancellation fee may be charged to Member for reservations that are confirmed and then canceled, if cancellation is permitted by hotel/motel. In addition to the cancellation fee, the Exchange may charge a minimum trade charge equivalent to one night’s room rate on all hotel/motel bookings.

44. Additional Security Interest; Insolvency

You grant us a "Purchase Money" security interest in all trade credits to be credited to your account for the amount of all unpaid cash fees. If you become insolvent or bankrupt, all cash fees shall be due and payable in full. Upon filing of Petition under Chapters 7, 11 or 13 or the Bankruptcy Code, or an Assignment for the Benefit of Creditors, no trade shall be allowed until all cash fees due us have been paid in full. If the Petition under Chapter 7 or the Bankruptcy Code is filed by or against yourself, or if the plan filed pursuant to either Chapters 11 or 13 does not provide the full payment of all cash fees due us, we shall have the option in lieu of filing as creditor, of treating the trade credit balance equal in value to the amount of cash fees owing, and terminating the account; provided however, that if we do receive all of our cash fees in full, we shall re-credit the trade credit to your account.

45. Commitments and Representations

We are only responsible for commitments and representations made in writing by a duly authorized officer of Oklahoma Barter Exchange, Inc. Area brokers, agents and/or their employees have no right to bind us to any obligation or representations whatsoever without such written authorization.

46. No Waiver of Right

Our failure or delay in exercising any right shall not operate as a waiver; any single or partial exercise of a right shall not preclude any other or further exercise of any right. Our remedies are cumulative and are not exclusive of any remedies provided by law.

47. Preferential Treatment

We warrant that we will not engage in preferential treatment of Oklahoma Barter Exchange employees, their families and associates, or any other person, in discharging our managerial responsibilities. You acknowledge that regulation of purchases, control of credit extension, and allocation of goods or services in short supply are inherent in our managerial responsibilities. Decision surrounding the same shall be exercised at our sole discretion, and do not constitute a breach of this preferential treatment provision of the Oklahoma Barter Exchange Rules and Regulations.

48. Dissolution

If the Oklahoma Barter Exchange System terminates or otherwise ceases to do business, all members shall pay all cash and trade charges and fees and all members in a negative trade credit position will pay an amount equal to their negative trade balance in cash and all fees and charges then due in cash (one trade dollar credit being equal to one dollar in cash U.S. Currency) into a fund set up and administered by the liquidators of the Oklahoma Barter Exchange System. The fund less expenses, will be distributed pro-rata to all members who are in a positive trade credit position. This pro-rata distribution shall be members’ sole recourse against Oklahoma Barter Exchange.

49. Spend Out/Cancellation

If we reasonably believe that you are spending-out your trade balance in anticipation of canceling future participation in the Oklahoma Barter Exchange System, or if you have requested termination, and/or have been terminated, then we shall require the pre-payment of all cash fees on the remaining trade balance held in your account.

 

50. Renewal

Your Oklahoma Barter Exchange membership will automatically renew annually with $100.00 renewal charge unless member notifies Oklahoma Barter Exchange in writing of its’ intention not to renew its’ membership at least Sixty (60) days in advance of its’ anniversary date. However, if an account has been inactive with no sales or purchases over a period of Six (6) consecutive months immediately preceding the anniversary date, an annual maintenance fee of One Hundred Fifty ($150.00) Oklahoma Barter Exchange Trade Credits may be charged to member’s account.

51. Captions

The section captions in these Oklahoma Barter Exchange Trading Rules and Regulations are for convenience only and shall not affect the interpretation or meaning of any term or provision hereof.

52. Modifications to the Oklahoma Barter Exchange Trading Rules and Regulations

Oklahoma Barter Exchange may from time to time, publish Notices containing amendments, modifications, changes, additions and/or deletions to these Trading Rules and Regulations and Membership Application, which are deemed to be in the best interest of the membership as a whole and which the member agrees to abide. Retention and/or use of the Oklahoma Barter Exchange Trade Card and/or participation in the Oklahoma Barter Exchange System constitute acceptance of the amended Trading Rules and Regulations Membership Application. Any such amendments, modifications, changes, additions and/or deletions to these Trading Rules and Regulations and Membership Application shall become effective and enforceable Thirty (30) days after publication on website and/or delivery of Notice. Notices are deemed delivered if mailed to member with the Oklahoma Barter Exchange monthly statement.