ONE WORLD BARTER PARTICIPATION AGREEMENT

Fees

1. All transactions in excess of $5,000.00 must be arranged through the client's local exchange office. The commission for transactions over $5,000.00 must be paid prior to delivery and authorization.
2. The client agrees to pay a  cash and/or barter transaction fee equal to a percentage of the purchases and sales made during the previous month (minimum $1.00 cash per transaction), as detailed on the client's contract. By making purchases and sales with the client barter account the member acknowledges acceptance of the terms and conditions of membership.
3. Payment is to be made by a recognized charge card or pre-authorized payment, or is subject to higher transaction fees and reduced credit lines.
4. Purchases made outside the One World Barter exchange network may be subject to an additional 2% cash fee assessed to the buyer.
5. ONE WORLD BARTER INC. reserves the rights to suspend all trading of clients whose accounts are not paid by in a timely manner by the method agreed upon by ONE WORLD BARTER INC. AND THE MEMBER.
6. A cash late payment penalty of 1.5% per month ($5.00 minimum) will be assessed on the last day of each month if the transaction fees are not paid, and suspension of trading privileges may be in effect until the account is brought current.
7. The Order Fulfilment Team is permitted to do any request searches for delinquent accounts. No referral bonus will be paid to delinquent accounts.
8. Any cash due to a client as a result of purchases made by One World Barter Inc. or its affiliates or associates may be credited to client's cash ledger account to offset any current or future fees due the exchange.
9. Duplicate statement charges are $2.00 cash per hard copy page. Transaction receipt hard copy duplicates are $1.00 cash each. Account research for non-current months is $30.00 cash per hour. These fees must be pre-paid.
10. Clients are subject to a $25.00 NSF fee per occurrence. Such charges will be added to clients' cash account and shall be treated as past due cash fees and the account will be immediately put on hold.
11. If client's cash service fees are delinquent and the client's trade dollars account has a negative balance, there will be a 1.5% trade dollar per month carrying charge.
12. Replacement or additional cards are available for a fee of$10.00 cash each.
13. A client request for a change of account number will result in an additional $25.00 cash fee payable directly to the One World Barter Inc. accounting department.

Cancellation or Standby by a Member
Under the following conditions, client may place an account on standby and/or cancel their memberships:

1. This is a twelve (12) month Agreement that automatically renews. Members retain the RIGHT TO CANCEL this contract by delivering to One World Barter Inc. their written notice thirty (30) days in advance of termination date. During the 30 days following notification, member must honour all terms of this Agreement and any obligations made to any other member prior to notice.
2. Agreements that are terminated prior to completion of the agreed minimum term shall result in liquidated damages in addition to other remedies.
3. Termination will become effective 30 days following the receipt of notice by One World Barter Inc. and is conditional upon the members account being balanced as follows:

1. All trade dollars and service fees due One World Barter Inc. must be paid in full. All membership and other cash fees must be paid in full;
2. Trade dollars due One World Barter Inc. may be paid in goods and services acceptable to One World Barter Inc. or in cash equivalent at One World Barter's sole discretion;
3. All membership credit cards, membership lists and supplies must be returned to One World Barter Inc.;
4. Failure to return any and all said materials will result in a cash charge of three hundred ($300.00) dollars as liquidated damages in addition to any other remedies available;
5. All trade dollars due to members must be spent for goods and services available through One World Barter Inc. within ninety (90) days from date of termination or expiration of contract. Transaction fees due on cancelled accounts must be paid in advance;
6. Cancelled accounts will be placed in a purchaser hold status and all purchases must be handled through a Trade Broker;
7. Unless One World Barter Inc. agrees in writing to extend the spending time limit a terminated or expired member must spend their trade dollars within ninety (90) days or forfeit those trade dollars.
8. Client may request that their account be placed on standby and therefore not sell their goods and services under the following inclusive conditions:
9. Client's cash fees must be current and paid in full;
10. Client must give written notice to One World Barter Inc. office a minimum of fifteen (15) days in advance of the request standby date;
11. Client's account must have a balance of $1,000.00 or more; or there must be a reasonable explanation for the standby request. 
12. If a client's business has sold scrip cards, issued ticket stock or certificates of any type, the client must honour all outstanding scrip, tickets or certificates, or the face value of unredeemed scrip, tickets or certificates shall be due in cash from the client upon demand from One World Barter Inc.
13. Client's account will automatically go off standby and the client will be obligated to begin trading again when their balance is below their minimum balance.

Cancellation or Standby by ONE WORLD BARTER.COM
Under the following conditions, ONE WORLD BARTER.COM may place an account on standby and/or cancel their memberships:

1. Any account continuing in a cash fee delinquent status for three (3) consecutive months may be closed without notice by One World Barter. Trade dollars in the account will be forfeited and placed by One World Barter in its general operating account unless the fees are paid.

To reestablish and reclaim the account, the account holder must:

1. Pay outstanding fees, including 2% per month cash penalty ($15 minimum) on the outstanding balance and;
   1. This penalty is retroactive to the date the account became delinquent plus a penalty of $25 trade dollars. This amount is due in cash if there are insufficient trade dollars to pay past due fees.

Conveyance of Trade Secrets

1. Due to the conveyance of Trade Secrets, confidential lists and proprietary information related to the operation and management of a Trade Exchange, clients shall not, at any time, during the course of this Agreement, nor at any time within two years following the termination or expiration of this Agreement, directly or indirectly, within 75 miles of any One World Barter Inc. office or affiliate, enter or engage in the barter exchange business without first informing One World Barter Inc. of their intentions and settling their ONE WORLD BARTER INC. ACCOUNT.

Legal Venue of Contract

1. It is agreed that the venue for any legal action against One World Barter shall be exclusively in the province/state and country wherein the client's local One World Barter Inc. exchange resides. It is also agreed that action against a client shall be in the City or Province/State where One World Barter Inc. has an office or client, at One World Barter sole discretion.
2. Client hereby agrees to waive any objection they may have to venue selection by ONE WORLD BARTER INC.
3. This Agreement shall be interpreted in accordance with the laws of the Province/State and Country wherein the client's local ONE WORLD BARTER INC. exchange resides.

Modifications or Addendums to the Contract

1. All modifications or addendum to the contract must be fully in writing and signed by a member of the One World Barter management of a local One World Barter Exchange.

Disclaimers

1. Client is fully responsible for all charges made on card(s) issued to client's account. No card will be issued without authorization in writing or through our online system.
2. Trade transaction disputes must be settled between the parties themselves. They are between the buyer and the seller and will not absolve either party from the requirement to pay their cash fees. Subsequent adjustments will be made after the dispute is settled.
3. ONE WORLD BARTER INC is a third party record keeper operating in a brokerage capacity and is compensated for those services by it's clients. The client hereby indemnifies and holds One World Barter Inc. harmless for any claim, debt or liability which may arise from a trade exchange.
4. Trade dollars are not legal tender, securities or commodities and should not be considered such by either One World Barter Inc. or it's clients. Redemption for cash by One World Barter Inc. or its affiliates under any condition is strictly forbidden.
5. JOINT AND SEPARATE LIABILITY: When a One World Barter Inc. trade exchange account is opened, the COMPANY, the INDIVIDUAL SIGNING FOR THE COMPANY and ANY AUTHORIZED CARDHOLDER
6. Using a credit card, hereby assumes joint as well as individual responsibility for all purchases made and any fees incurred as outlined in this Agreement.
7. ONE WORLD BARTER INC. assumes no liability and as well will be held harmless for business partners, or other cardholders authorized to spend the trade dollars or credit line on the business account. Unless and until revocation of authorization is received by One World Barter Inc., all persons with authorized credit cards have the ability to spend any and all of the trade dollars and/or credit limit in the business account.
8. The Exchange assumes no liability for charges made prior to any reported loss of cards.
9. Authorization for sales which have not been approved in writing by the buyer can lead to disputes and review and the One World Barter Inc. office may be required by law to reverse the transaction. It is advised that any sales that are made have proper documentation in the event of a dispute.
10. Client's monthly statement will be considered accurate as issued unless the One World Barter Inc. accounting department is notified of any discrepancy by the 25th day of the month in which the statement is delivered to the client.
11. Statements shall be considered received by the client five (5) days after mailing by US, Canadian mail or other International mail as appropriate. Statements which are e-mailed shall be considered received 24 business hours after e-mailing. The responsibility lies with the member to ensure that the mailing and e-mailing address on file with One World Barter Inc. is current. ONE WORLD BARTER INC. cannot be responsible for undeliverable statements.
12. If this Agreement is cancelled by either party, any advance cash fees on deposit will be used to offset outstanding fees. Fees and commissions are due in full immediately on the outstanding balance and trade dollars must be spent within 90 days. Any remaining cash balance will be refunded to the member 30 days following the month in which the account was cancelled.
13. On all products owned and sold by One World Barter Inc., the sole exclusive warranty made by One World Barter Inc. is that it has title to such products, free and clear from any lien and encumbrance. Other than set forth above, products are sold 'as is'.
14. Products or services purchased by the buyer are recognized to be produced and provided by clients of One World Barter Inc.
15. Members who have been awarded the 100% certified designation are subject to a review of this designation on an ongoing basis. This designation can and will be revoked if One World Barter Inc. determines that the member no longer qualifies for this designation. This designation makes no warranty, express or implied by operation of law or otherwise, as to the merchantability or fitness for a particular purpose of such products or services, beyond the fact that the member has agreed to sell their products and/or services at 100% barter at their regularly posted price.
16. ONE WORLD BARTER INC 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 of such merchandise for any warranty.
17. Merchandise sold through a local One World Barter Exchange Showroom may not be returned to the Exchange Showroom. All sales are final.
18. Some One World Barter Inc. Showrooms may have additional requirements, fees or limitations that are locally controlled.
19. All merchandise accepted into any One World Barter Inc. Merchandise Showroom is subject to return to the seller if it is:
    
    1. damaged;
    2. defective;
    3. not traded within 90 days.
20. It is agreed and understood that One World Barter Inc. is not party to nor acting in a fiduciary capacity to any sale or exchange between members, and that One World Barter Inc. makes no warranties, expressed or implied, including implied warranties and fitness for a particular purpose, with respect to goods or services sold or exchanged between members of One World Barter Inc.
21. Client fully understands that each Associate Broker office is an independent business and is controlled and operated solely by the Associate Broker.
22. ONE WORLD BARTER INC. is not responsible for the ongoing operation of independent One World Barter Inc. licensed offices or the action or inaction of any One World Barter Inc. licensed Broker or their staff.

Express Security Lien

1. ONE WORLD BARTER INC. maintains an express security interest (lien) against the trade dollar balance, and any and all merchandise acquired with the trade account as security for any fees due at any time to One World Barter Inc. as a result of the clients use of the trade account or line of credit.
2. Client understands and agrees that the use of the One World Barter Inc. trade account creates an equitable mortgage, which may or may not be recorded, if the financing involves real property. Client grants an express mechanics lien to One World Barter Inc. when financing involves a motor vehicle, boat or aircraft.
3. Client grants to One World Barter Inc., 'Power of Attorney' to execute and file any legal forms, to protect the Security Interest in relation to any extension of credit or outstanding cash fees due at any time. This includes attachments of property into which parts were added and/or services were performed.
4. In the event of insolvency or bankruptcy of client, all cash fees and trade deficits shall be due and payable in full on filing. One World Barter Inc. shall be treated as a secured creditor in any bankruptcy filing by a client. At such time as One World Barter Inc. does receive all of its cash and fees in full, and in the event a 'Discharge Notice' is received from the trustee that the trade dollars have been abandoned, One World Barter Inc. shall credit the trade dollars to the client's account.
   

Change of Terms

1. At its sole discretion,One World Barter reserves the right to change the terms of this Agreement from time to time with (30) thirty days written notice to the client. This also includes any advance deposit of cash fees, maintenance fees and transaction fees.
2. Changes or revisions will be considered received, when deposited, postage prepaid, by Canada Post, to the last known address of the client. By subsequent use of the trade account or by not giving One World Barter written notice of objection within this thirty (30) days period, the client is accepting the changes or revisions to the Agreement.

Fee Schedule
Cash fees will automatically be billed to your credit card or checking account. Trade fees will be deducted from your trade dollar balance.

Account Setup Fee - $495.00
Monthly Account Fee -$0 cash + $0 Trade

Transaction Fees
7.5% Cash on sales
7.5% Cash on purchases
0% Trade on sales
0% Trade on purchases

Credit Line
Maximum $500 unless member pays by automatic credit card withdrawal
1.5% trade per month on negative trade balances waived if paying by automatic credit card withdrawal
1.5% cash per month on cash balances waived if paying by automatic credit card withdrawal