In order to promote goodwill and assure honest and equal treatment to all members, I do hereby pledge to conduct business with my fellow BB-Barter members in the following manner:

I will offer trade members the same goods, services, priorities, and considerations as cash customers.

I will get or give a written estimate or contract on any job to be delivered or completed in the future.

I will charge my prevailing retail price on all trade sales.

I will pay all gratuities and tax in cash.

I understand that all transactions are to be 100% trade for the first month or first five transactions.

I understand that BB-barters is to act as the third party record keeper. Any disputes that arise need to be resolved between the buyer and the seller.

I understand that if I do not abide by the Transaction Rules, my account is at risk of being closed.

I will not ask for discounts or sale prices at member´s establishments.

I will not engage in direct trade with any other member but will always go through the BB-Barters Exchange System.

I will not falsely declare my account on hold.

I will immediately report any violations of the Code of Conduct to the BB-Barters Exchange system.

Membership Agreement and Transaction Rules

1. CONTRACT AND MODIFICATION OF CONTRACT
   The following Membership Agreement and Transaction Rules (the “Rules”) constitute the contract by and among Member (“Member”) and BB-Barter, Limited Liability Company (“NBE”) and are a part of the NBE Member Application. Any use of the NBE 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 NBE. The Rules apply to all NBE Members and to all transactions facilitated by the Exchange. In its sole discretion, NBE, only, may amend the rules.

   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 NBE or its designee and through the medium of NBE Tokens. NBE functions as a clearinghouse for the transactions of the Exchange membership.

   b. NBE regulates the Exchange. NBE acts as a third party record-keeper and administers the clearinghouse function of the Exchange for members of the Exchange (Members).  NBE 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 NBE’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 NBE Tokens at its prevailing or normally advertised cash prices and on the same priority given cash customers, but may exclude ‘sale’ items.

   b. In transactions exceeding NBE Tokens XXX.00, only, buyer and seller MAY negotiate for a portion of the excess of the price over NBE Tokens XXX.00 to be paid in cash.

   3. CONTINUING SERVICES FEES
   a. Member will pay NBE continuing cash service fees for record-keeping and administrative services.  All fees and charges that Member pays NBE 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 NBE’s most currently published NBE Price Schedule, plus the special service charges described below in this agreement.

   b. Late Fee:  A Late Fee of ten Tokens ($10.00) cash and ten NBE Tokens (BB X.00), will be charged each month to Members whose cash fees due on Member’s account are not received by NBE within thirty (30) days of Statement date.

   c. Non Sufficient Funds (NSF) cash check returns will be charged BB X.00 cash per incident, or the maximum allowed by law, against the originating account. NSF NBE Checks will be charged BB X.00 against the originating account.

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

   4. SUSPENSION
   If cash fees are past due beyond sixty (60) days, Member waives all rights to the use of any positive NBE token balance in Member’s account and grants NBE 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 NBE in cash.

   5. TRANSACTION ASSISTANCE
   NBE 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 through a computer based business information network.

Member acknowledges:

The sole principals in any Exchange transaction are the buying and selling Members involved, transactions are entered into voluntarily, and neither NBE nor the Exchange is a guarantor of any transaction or NBE Token.

NBE will use its best efforts to:

Record transactions accurately,

Administer the Rules, and

Assist in the sale of Member’s goods and services to other NBE members.

However, the initiative for using the Exchange’s services is exclusively that of the Member.

6. AVAILABILITY OF PRODUCTS AND SERVICES
NBE shall use its best efforts to enroll new businesses with products and services to meet the needs of members. Neither NBE 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 NBE, who is current in the payment of any cash or NBE Tokens owing to NBE and who has a valid Member account, is a “Member in Good Standing.” Only Members in Good Standing are entitled to the services of NBE and the Exchange.

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

C. NBE TRANSACTIONS

1. WRITTEN DOCUMENTATION.  
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.  NBE 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 NBE and, in case of inaccuracies or non-compliance, NBE may debit or credit Member’s account without notice.

2. TIPS AND GRATUITIES
Member shall pay tips and gratuities in cash at point of purchase.

3. PRODUCTS SOLD BY NBE
For all products and scrip for services owned and sold by NBE, the only warranty NBE makes is that it has title free and clear from any lien or encumbrance. Products are sold “As is, where is.” NBE 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.

4. DISCLAIMER OF WARRANTY AND LIABILITY
NBE 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 NBE 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.

5. 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 NBE responsible to pay any GST, sales, excise, use, or other taxes on behalf of any Member. Transactions involving NBE Tokens are generally treated as taxable events for federal, state or provincial, and local tax purposes and NBE reports NBE Tokens 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 NBE harmless for any actions NBE takes to comply with federal, state or provincial, and local laws of each country.

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

b. In situations where a Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller to provide NBE with written verification from the Buyer authorizing the transaction (e.g., signed NBE 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 NBE 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.

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

D. ADMINISTRATION OF THE EXCHANGE AND NBE TOKENS

1. NATURE OF NBE TOKENS  
Members conduct transactions (purchases or sales of goods or services) using the NBE 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 NBE Tokens.

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

2. LIABILITY FOR NBE TOKENS
Member acknowledges that NBE Tokens 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 NBE transactions incur the normal business risks associated with any credit transaction.  NBE Tokens are solely the liability of Members who owe NBE Tokens to the Exchange and are not the liability of NBE.

3. 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 NBE’s responsibilities. Decisions regarding exercise of these responsibilities are at NBE’s sole discretion. Member acknowledges that some accounts are primarily or solely for the use of NBE, its principals or employees. NBE acknowledges that with respect to those accounts, it is bound by these Rules in the same manner as any other member.

4. RIGHT TO REGULATE AND BORROW  
Member acknowledges and grants to NBE the right and power to regulate and control the number of NBE Tokens within the Exchange.

E. BREACH OF THE RULES

1.  TRANSACTION RULE VIOLATIONS
NBE has the right, but not the obligation, to inquire into complaints of Rule violations by Member. Member grants to NBE the right to take such actions which, in NBE’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, NBE may immediately terminate Member’s account or may freeze all activity in the account without notice. In its sole discretion, NBE may reinstate Member or unfreeze Member’s account.

2. SUSPENSION OF TRANSACTION PRIVILEGES
NBE 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 NBE members (i.e. not through the Exchange), or otherwise violates the Rules, or when cash fees are due to NBE 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, NBE 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 NBE 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 NBE Tokens 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 NBE Tokens within one month of termination date. After said one month period, Member must immediately pay NBE 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 NBE the cash service fees on the positive balance. After payment of fees, NBE Trade Exchange Certified Checks will be issued to Member for the remaining positive balance.

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

5. LIQUIDATED DAMAGES IF TERMINATED FOR CAUSE
A violation of the Rules damages NBE 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 NBE; and loss of trading volume and members. Member and NBE agree that Member shall pay NBE the sum of XXXXXX (XX.00) in cash, as liquidated damages and not a penalty, to NBE 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 NBE 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 NBE Certified Checks.

6. DRAFT/VOUCHER PASSING
Member shall not give or receive a NBE Check or other NBE transaction material with the buyer’s name left blank or receive a third-party NBE 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 NBE reasonably believes that a Member is spending out its account balance in anticipation of canceling future participation in NBE, or if Member has requested termination, then NBE shall require the prepayment of cash service fees on the remaining balance held in Member’s account.

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

F. MISCELLANEOUS

1. FAX or ELECTRONIC SIGNATURES
NBE will, and Member agrees that NBE may, accept a faxed or electronic 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. NBE shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold NBE liable for any action NBE takes to comply with applicable laws or regulations.

3. NO WAIVER OF RIGHT
NBE’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. NBE’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 NBE against a Member to enforce any provision of the Rules, Member shall pay NBE 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. WARRANTY OF INFORMATION
Member warrants that it provides all information to NBE in good faith and that such information is accurate to the best of Member’s knowledge.

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

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

Effective February 15, 2022