Client Agreement - Barter of America Israel Landau DBA The Barter Store (hereinafter referred to as BoA), AKA Barter of America, Barter of Las Vegas, Barter of Los Angeles, Barter of San Diego, is a barter trade exchange company that also acts as a clearinghouse and third party recordkeeper of barter transactions among its clients. Specifically, the name listed above (hereinafter referred to as the Client) is a business or person who contracts with BoA to promote the exchange of its products and/or services to other clients of BoA. The Client agrees to offer its products and/or services at the Client's normal selling prices in exchange for trade credit, which may be used by the Client to make purchases from other clients of BoA. For the purpose of trading, one (1) trade credit has the same value as one (1) U.S. Dollar ($1.00). Trade credits may be exchanged with other clients in BoA, but shall not be considered as Legal Tender, Securities or Commodities by either BoA or by the Client and may not be redeemed for cash. The Client agrees to pay a one-time set-up fee of $395 cash, which will entitle the Client to trade through BoA. (BARTER OF AMERICA waives this fee as a promotional gift.) In addition, the Client agrees to pay a monthly maintenance fee of $20 and a cash service fee to BoA in an amount equal to 12% of the goods and services purchased in trade through BoA. This 12% service fee applies to the full value of every transaction conducted in trade credit, regardless of whether the transaction was self-initiated by the Client or facilitated by a BoA broker. All fees are due and payable upon completion of the transaction. Any payment due to BoA by Client over 30 days will incur a late fee of 1.5% of the total balance at the time of the statement. Member agrees balance is due and there will be no refunds. BoA reserves the right to adjust its fees at any time, without notice. Broker, Finder's, and Referral Fees (Trade and Cash) The Client acknowledges that BoA's brokers actively work to identify, qualify, and refer other clients or contacts to the Client across any industry or category, whether or not those referrals result in a transaction conducted in trade credit. In consideration of this brokering work: (a) For any transaction completed in trade credit that results from a referral, introduction, or brokering effort by BoA, the Client shall pay BoA a broker's fee/finder's fee equal to the standard 12% cash service fee described above, applied to the full value of the transaction. (b) For any transaction, sale, or engagement completed in cash (in whole or in part) that results from a referral, introduction, or brokering effort by BoA ??? including but not limited to a qualified contact, lead, or client referred by a BoA broker in any industry category ??? the Client shall pay BoA a broker's fee/finder's fee equal to fifteen percent (15%) of the total cash value of that transaction. This fee is owed regardless of whether the underlying goods or services were paid for in trade credit, cash, or a combination of both, and regardless of whether the transaction was ultimately negotiated directly between the Client and the referred party. (c) The obligation to pay the applicable broker's/finder's fee under this section survives the referral itself ??? meaning the fee is owed the first time the Client transacts with a referred contact, and applies again to future transactions with that same contact only as separately agreed in writing between BoA and the Client. Hourly Brokering Services Fee In addition to the fees described above, BoA may charge the Client an hourly brokering services fee for work performed on the Client's behalf beyond a standard referral. This fee is billed according to the following fixed tiers, based on the nature of the task performed: Tier 1 - Routine Coordination: $20.00/hour. Includes scheduling, basic referral follow-up, and standard appointment coordination. Tier 2 - Active Negotiation: $35.00/hour. Includes negotiating terms on the Client's behalf, multi-party coordination, and vetting or pre-qualifying prospective trade or cash partners. Tier 3 - Specialized Sourcing: $50.00/hour. Includes urgent-turnaround sourcing, cross-category brokering, and specialized or hard-to-source requests. BoA will maintain contemporaneous time records for all hourly brokering work and will provide the Client an itemized invoice ??? listing date, task performed, applicable tier, hours billed, and total amount due ??? before any hourly brokering fee is owed or payable. The Client shall have ten (10) days from the date of the itemized invoice to dispute any charge in writing; absent a timely written objection, the invoice shall be deemed accepted and the amount due and payable. Unless the itemized invoice states otherwise, the hourly brokering services fee is charged independently of, and does not reduce or replace, the broker's/finder's fee described above. If a transaction closes as a direct result of hourly brokering work already billed to the Client under this section, BoA will credit the hourly fees already paid for that specific work against the broker's/finder's fee owed on that transaction, up to the amount of that broker's/finder's fee. The Client acknowledges that BoA functions only as a broker and that BoA assumes no responsibility or liability for the quality, timely delivery, or warranties, express or implied, with respect to the goods and services delivered or rendered by the other clients of BoA. The Client's sole recourse for any damages will be with the person or business who was the source of the products or services. The Client further acknowledges that BoA acts as a broker for both the Client, who is party to this agreement, and for other clients who are solicited by BoA in order to obtain goods and services requested by the Client. In the event that the Client shall enter into negotiations and trade directly with other clients of BoA regarding the procurement of goods and services, BoA will still be entitled to its full 12% service fee. In the event that the Client receives a cash referral from a BoA broker regarding the procurement of goods and services in cash, BoA will be entitled to its full 15% cash broker's/finder's fee as described above. The Client agrees to abide by the Trading Policies and Rules, Terms and Conditions as currently published at www.barterofamerica.com and as may be amended or adopted by BoA in the future, and by signing this agreement, acknowledges that he/she has read and understands them. Any remedies utilized by BoA for the collection of cash fees or trade due to BoA by Client will include collection/attorney's fees. As a third party recordkeeper BoA is required to report all transactions to the Internal Revenue Service. BoA will furnish the Client a Form 1099-B reflecting its trade activity at the end of the calendar year. The Client is encouraged to consult its own accountant or tax attorney for the Client's correct reporting procedures. This agreement shall be subject to and governed by the laws of the State of Nevada. Member authorizes BoA to review their credit profile. The Client warrants and covenants that he/she is duly authorized to execute and deliver this agreement and perform its obligations as itemized above. This agreement is effective upon signature of the Client and upon approval and acceptance by an authorized employee or officer of BoA. Client has read and agreed with Rules, Client Policy, and all Terms and Conditions documents, published at www.barterofamerica.com. Representation & Warranty of Business Existence The individual(s) signing this agreement on behalf of the Client represent and warrant that, as of the date of signature: (i) they have full power and authority to execute this agreement and bind the named Client; and (ii) the named Client is a validly formed and existing legal entity (e.g., corporation, LLC, partnership, or registered sole proprietorship/DBA) in good standing under the laws of its state of formation, or is a natural person operating in their individual capacity. If the named Client is not, in fact, a validly formed and existing legal entity as of the date of signature ??? including where the signer(s) intend to form such an entity at a later date ??? the signer(s) acknowledge that this representation is false, and that the personal guaranty described below applies in full. Personal Guaranty If, at the time of signing, the named Client is not a validly formed and existing legal entity, the individual(s) who executed this agreement on the Client's behalf are personally, jointly and severally liable for all obligations arising under this agreement, including all fees, commissions, broker's/finder's fees, hourly brokering fees, deficits, and collection costs, to the same extent as if they had signed this agreement in their individual capacity. This personal liability continues even if the named Client is later formed as a legal entity, unless and until BoA agrees in a signed writing to release the individual(s) from personal liability and substitute the newly formed entity as the sole obligor going forward. Formation of the entity after signing, standing alone, does not release the individual signer(s) from obligations that arose, or from transactions and fees incurred, before such a written release is executed. This personal guaranty is in addition to, and not in lieu of, any other remedy available to BoA under this agreement or applicable law. Severability If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its original intent. Entire Agreement This agreement, together with the Trading Policies and Rules, Terms and Conditions published at www.barterofamerica.com, constitutes the entire agreement between the Client and BoA regarding its subject matter, and supersedes all prior or contemporaneous oral or written agreements, representations, or understandings between the parties on that subject matter. No modification of this agreement shall be effective unless in writing and signed by an authorized officer of BoA. Dispute Resolution In the event of a dispute between the Client and BoA arising out of or relating to this agreement, the parties agree to first attempt to resolve the dispute through good-faith direct negotiation. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction located in Clark County, Nevada, and each party consents to the exclusive jurisdiction and venue of such courts. In the event of a dispute between the Client and another client of BoA arising out of a transaction facilitated by BoA, BoA may, but is not obligated to, assist the parties in good-faith negotiation of a resolution. BoA is not a party to, and assumes no liability arising from, disputes between clients regarding the goods or services exchanged. Termination; Deficits and Forfeiture This agreement may be terminated upon ten (10) days written notice by either party. In the event that the Client's account is in a deficit position at the time of cancellation, the Client agrees to satisfy that deficit within thirty (30) days after the termination of this agreement. The deficit may be satisfied with products or services at their regular prevailing prices, or if there are no products or services acceptable to BoA, the deficit must be paid in cash. If the Client's account is terminated for cause ??? including for violation of BoA's Terms of Use, Trading Policies and Rules, or this agreement ??? any positive trade credit balance in the Client's account as of the date of termination is subject to forfeiture. BoA will provide the Client written notice of any such forfeiture and the basis for it. Termination for convenience (i.e., not for cause) does not result in forfeiture of a positive trade credit balance; in that case, BoA will work with the Client for a reasonable wind-down period, not to exceed ninety (90) days, during which the Client may use its remaining trade credit balance for purchases from other clients of BoA, after which any unused balance is forfeited. This agreement is not executed by handwritten signature. Instead: (a) By checking the agreement box and clicking "Create my new Account" on the membership application, the Client accepts this agreement electronically for the first time, establishing the Client's account and binding the Client to this agreement as of that date. (b) By clicking "I Accept" on the member acceptance page in connection with a specific transaction, renewal, or account action, the Client re-confirms electronic acceptance of this agreement (or, where applicable, of the version of this agreement then in effect). The Client agrees that either action described above constitutes a valid, binding signature to the same extent as a handwritten signature, pursuant to the Nevada Uniform Electronic Transactions Act (NRS Chapter 719) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. ?Section 7001 et seq.). At the time of acceptance, BoA's system records: (i) the specific version of this agreement presented to and accepted by the Client, identified by a unique version label and a SHA-256 cryptographic hash of the agreement text as accepted (such that any subsequent change to the agreement text, however minor, produces a different hash and is distinguishable from the version actually accepted); (ii) the Client's account/member identifier; (iii) the date and time of acceptance; and (iv) the IP address and browser/device information captured at the moment of acceptance. BoA generates an acceptance seal by hashing the combination of the agreement version, document hash, member identifier, timestamp, IP address, and signer information; this acceptance seal binds the Client's account to the specific version of this agreement accepted. Where an acceptance record reflects a timestamp inferred from legacy records rather than a live, contemporaneously captured acceptance event (a "backfilled" record), BoA will identify that record as such in its acceptance ledger, and the record's evidentiary weight shall be considered accordingly. The Client may request a copy of its acceptance record, including the accepted agreement version, document hash, and acceptance seal, for its own records at any time by written request to BoA. BoA shall retain the full text and corresponding document hash of each prior version of this agreement indefinitely, for so long as any Client account remains linked to that version's acceptance record. Where this agreement is amended, the version then in effect on BoA's website shall be assigned a new, distinct version label and hash, and shall apply prospectively to new acceptances; it shall not alter or supersede the version, hash, or acceptance seal already on record for a Client who accepted a prior version, unless that Client separately accepts the amended version through BoA's acceptance interface.