This agreement is made by and between CalTrade Exchange LLC and you (the “Member”). This agreement describes the terms and conditions applicable to use CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces. Member acknowledges that CalTrade Exchange LLC has provided a copy of this agreement, either by providing a hard copy or a virtual copy. Member has had an opportunity to discuss this agreement before making transactions through CalTrade Exchange LLC. By making, or attempting to make, a transaction through CalTrade Exchange LLC, member agrees that they have accepted and agreed to the terms and conditions of this agreement.

1. Nature Of The Parties

1.1. CalTrade Exchange LLC acts as a clearinghouse and third-party record keeper of trade transactions among members of CalTrade Exchange LLC. Members comprise of sole proprietors and companies that trade their products and/or services in accordance with the terms and conditions of this agreement. CalTrade Exchange LLC may engage in trading on its own behalf within CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces and may borrow barter dollars and spend them within the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces. CalTrade Exchange LLC does not give any assurance that goods or services listed on CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces will remain available at the time any member requests to purchase such goods or services.

1.2. CalTrade Exchange LLC may contract with independent contractors for the provision of member support or services associated with the operation of CalTrade Exchange LLC. These independent contractors can operate from remote locations other than the CalTrade Exchange LLC office in California. 

2. Nature Of Barter Dollars

2.1. The term “CalTrade”, “CalTrade Dollar(s)”, or “Barter Dollar(s)” refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of goods or services among members of CalTrade Exchange LLC. CalTrade Dollars are not legal tender, securities, or commodities, and are not an obligation of CalTrade Exchange LLC, and cannot be redeemed for cash or legal tender. In no event shall CalTrade Exchange LLC be required to refund, redeem, or pay any amounts to any person. CalTrade Dollars shall not be transferable, and shall not be transferred, assigned, or pledged by members in any way, directly or indirectly, except as required for:

The trading of goods or services through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces, the payment of fees, or a credit line authorized by CalTrade Exchange LLC, in each case in accordance with this agreement and all rules and policies established by CalTrade Exchange LLC. 

2.2. For purposes of trading and record-keeping within CalTrade Exchange LLC, one CalTrade Dollar shall be assigned a value equivalent to one United States Dollar (USD).

3. Member Eligibility

3.1. Only individuals and businesses that have met CalTrade Exchange LLC qualifications, and authorized persons designated by such businesses, may trade through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces. Individuals or businesses that are not qualified may not use CalTrade Exchange LLC services. CalTrade Exchange LLC reserves the right to exclude any person, business, member and/or any authorized user at any time for any reason. Authorized users are permitted to enter into trade transactions through CalTrade Exchange LLC only if the applicable member has agreed to the terms of this agreement. Members are obligated to ensure that the authorized signatory has properly executed (or has otherwise agreed to be bound by) this agreement and that such authorized signatory has received any permission or approvals required for member to be subject to this agreement. CalTrade Exchange LLC may require that member provide a valid credit card, debit card, or other guarantee of payment of fees. Member and each authorized user acknowledges and accepts that in providing access to CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces, CalTrade Exchange LLC has relied upon such person’s agreement to be bound by the terms of this agreement.

4. Conduct Of Transactions

4.1. Legal Right To Sell Listed Goods. Members shall list on the CalTrade Exchange LLC Platform, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces only such goods and services that member has the right to sell on, in or through CalTrade Exchange LLC.

4.2. Listings. All listed services and/or items must be listed in the appropriate category. CalTrade Exchange LLC reserves the right to remove any listing from the CalTrade Exchange LLC Platform, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces to change its location in CalTrade Exchange LLC. All listings of a member must comply with the Caltrade Exchange Listing Policy. Members are not permitted to manipulate, alter, interfere with or otherwise affect another member’s listings. Listings that promote bonus items, giveaways, or random drawings or prizes as an enticement for buyers must be legal promotions in all jurisdictions where the promotion is available. It is member’s responsibility to determine the legality of member’s promotion. If CalTrade Exchange LLC finds that a promotion is illegal, that promotion will be deleted.

4.3. Process For Trade Transactions. Trade transactions through CalTrade Exchange LLC must be concluded between members in the following manner: a buyer must always identify himself to a seller as a CalTrade Exchange member prior to purchasing goods or services from that seller through CalTrade Exchange LLC. Before requesting an authorization from CalTrade Exchange LLC of a trade transaction, the buyer and seller must first reach an agreement on the terms under which the buyer will buy, and the seller will sell, the subject goods or services of the seller on, in or through CalTrade Exchange LLC. After the seller settles the sale/purchase, the seller must request authorization from CalTrade Exchange LLC for the trade transaction either by (i) contacting the CalTrade Exchange office, or (ii) accessing the online authorization system through https://caltradeex.com. In any case, the seller shall require the buyer’s account number or company name to process the transaction. CalTrade Dollars will be transferred from the account associated with the buyer to the account associated with the seller only if the transaction was approved online or CalTrade Exchange LLC has granted an authorization number for the trade transaction. After an authorization number is granted, the seller’s account is credited and the buyer’s account is deducted. If the buyer disputes the transfer of the trade dollars from the account associated with the buyer, it must notify CalTrade Exchange LLC within the time periods set forth in Section 27, and such disputes shall be resolved in accordance with Section 27 of this agreement.

4.4. Authorization By CalTrade Exchange LLC. CalTrade Exchange LLC will not affect a transfer of any CalTrade Dollars from the account associated with the buyer or to the account associated with the seller in connection with a trade transaction, unless such transaction was first authorized by CalTrade Exchange LLC and given an authorization number. CalTrade Exchange LLC reserves the right to refuse to authorize a transaction in the event of any of the following:

The account associated with the buyer does not have sufficient CalTrade Dollars or a credit line available for the purchase, the buyer (or the account associated with such person) is not a member in good standing, CalTrade Exchange LLC has reason to believe the transaction is prohibited by law, by the terms of this agreement, or by an agreement with the other party to the transaction, a credit card provided by (or on behalf of) either the buyer or the seller fails during the processing of fees (regardless of whether arising from such transaction or a prior transaction), an electronic funds transfer (EFT) by or on behalf of either the buyer or the seller fails during the processing of fees (regardless of whether arising from such transaction or a prior transaction), or for any other lawful reason.

Notwithstanding the foregoing, CalTrade Exchange LLC has no obligation to evaluate the lawfulness of any transaction conducted through CalTrade Exchange LLC.

4.5. Transfer Of Trade Dollars. Member and each authorized user understands and agrees that upon authorization from CalTrade Exchange LLC, the amount of CalTrade Dollars constituting the agreed upon purchase price is charged (debited) to the purchaser and credited to the seller.

4.6. Safe Trading. The member bears sole responsibility for the authentication of the identity of any person the member may trade with. Because authentication is difficult, particularly on the internet, CalTrade Exchange LLC cannot and does not confirm any person’s purported identity. Members should communicate directly with potential trading partners and establish their own standards for identity authentication.

4.7. Release. Because CalTrade Exchange LLC is not involved in any actual transaction between members, or between a member and a third party on, in or through CalTrade Exchange LLC, in the event that any member has a dispute with one or more other members or with one or more third parties, such member releases CalTrade Exchange LLC (and CalTrade Exchange LLCs’ parent, subsidiaries, directors, officers, employees, independent contractors, and other agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

4.8. Links. Users may place a simple link to another web page in the description portion of their listing to help provide more information about the listed item. However, the following links are not permitted and will be deleted:

Links to sites offering merchandise prohibited by CalTrade Exchange LLC, links to other online trade exchanges, or links to sites offering the same merchandise for cash.

4.9. No Control Over Member And Third-Party Information. CalTrade Exchange LLC is not responsible for, and does not control, represent or endorse the accuracy, reliability, integrity or legality of any information provided by members and third parties available on, in or through CalTrade Exchange LLC, including information that is transmitted on behalf of members by CalTrade Exchange LLC contractors or employees. Members and third parties are solely responsible for their respective information. Members may find other members’ or third parties’ information to be offensive, harmful, inaccurate or deceptive. Members should use caution, common sense and practice safe trading when using CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces. 

4.10. No Right To Stop Payment. Neither the buyer nor the seller has the right to stop any payment about to be made to CalTrade Exchange LLC or the seller in respect of any trade transaction once it has been authorized by CalTrade Exchange LLC. A trade transaction relating to any offer to purchase goods or services through CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces is deemed completed upon transfer of the relevant CalTrade Dollars to the account associated with the seller. Member is obligated to pay CalTrade Exchange LLC all fees arising from a trade transaction even if the buyer refuses to take delivery or rejects goods after a trade transaction is authorized by CalTrade Exchange LLC.

4.11. Implied Terms Of Sale. The terms of sale, and terms of delivery, of goods or services in any transaction through CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces are to be negotiated between the buyer and the seller.

4.12. Consent To Receive Electronic Mail From CalTrade Exchange LLC. Member hereby expressly consents to receive electronic mail (email) containing information promoting the sale, lease, or other disposition of goods or services made available through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces or containing information regarding the operation of CalTrade Exchange LLC.

4.13. Right To Escrow Funds. Notwithstanding any other provision of this agreement, CalTrade Exchange LLC, at its sole discretion, may allow a member to escrow funds per member request.

4.14. Transaction Requirements. All trade transactions, unless otherwise approved by CalTrade Exchange LLC, are required to be transacted at 100% trade. The trade portion of the transaction does not include any taxes and/or gratuities unless approved by the seller.

5. Member’s Account

5.1. General. CalTrade Exchange LLC is not a bank. The account balance is denominated solely in “CalTrade”, “CalTrade Dollar(s)”, or “Barter Dollar(s)”. The account is not insured by the Federal Deposit Insurance Corporation (FDIC) or other such government or quasi-governmental agency. All trade dollars generated by trade transactions entered into by member will be commingled in the account, and can be used (i) by member (or  authorized user) as buyers in other trade transactions, (ii) by CalTrade Exchange LLC to set-off any amounts (including, but not limited to, fees) denominated in trade dollars owed by member under this agreement, (iii) by CalTrade Exchange LLC to reduce any negative account balance arising from trade transactions previously entered into by member (or authorized user), regardless of whether the trade dollars used were generated by the same person. CalTrade  Exchange LLC will not pay interest on positive account balances and does not guarantee that there will be adequate trade dollar reserves to cover all outstanding claims against CalTrade Exchange LLC.

5.2. Positive And Negative Balances. A positive account balance (i.e. a credit balance) denotes the right of member to purchase goods and services offered by other members willing to accept trade dollars in payment for those goods and services. A negative account balance (i.e. a debit balance) creates an obligation on the member to sell goods or services to other members to the extent of the CalTrade Dollar deficit. In the event member cannot, over a period of one-hundred and eighty (180) consecutive days, generate sufficient CalTrade dollars through trade transactions to eliminate any negative account balance (or if the account has a credit line, the excess of the negative account balance over the credit line), member agrees, at the request of CalTrade Exchange LLC, to pay CalTrade Exchange LLC an amount equal to one U.S. Dollar ($1.00) per CalTrade Dollar.

5.3. Restrictions. CalTrade Exchange LLC may, in its sole discretion:

Restrict use of CalTrade Dollars deposited in the account for a trade transaction for a period after the completion of such trade transaction and thereafter pending resolution of any dispute regarding such trade transaction,

Modify, reduce, or eliminate any credit line assigned to an account, for any reason, with or without notice to member, or

Cancel, freeze and/or otherwise restrict sales or purchases or the use of trade dollars in the account by the member in connection with a default by member (see Section 23).

5.4. Inactivity. An account will be considered abandoned if member has not entered into a trade transaction over any period of 1,095 consecutive days. CalTrade Exchange LLC may, at its sole discretion, terminate an abandoned account in accordance with Section 24 (regardless of whether the abandoned account has a positive or negative account balance), and any positive account balance will be transferred out of the account and held for a period of  one (1) year.  After one (1) year member will not receive any value for such positive account balance. If the account has a negative account balance at the time of termination, member agrees to pay CalTrade Exchange LLC an amount equal to one U.S. Dollar ($1) per CalTrade Dollar owed as per Section 24.

5.5. Security Interest. Member hereby grants CalTrade Exchange LLC a security interest in all trade dollars credited and to be credited to the account to secure the amount of all unpaid fees and other obligations to CalTrade Exchange LLC (whether payable in CalTrade Dollars or U.S. Dollars) of member and/or any authorized user.

6. Special Offers And Promotions

6.1. From time to time, CalTrade Exchange LLC may, in its sole discretion, make special offers and promotions, such as reduced fees, discounts, incentives or other benefits, available to all or some members without creating any obligation on its part other than as explicitly set forth in such offers or promotions, including, but not limited to, any obligation to continue such offers or promotions on an ongoing basis. CalTrade Exchange LLC also may enter into contracts with third party providers of goods or services whereby these providers agree to offer their goods or services to CalTrade Exchange LLC members through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces in exchange for payment from members in the form of CalTrade Dollars. CalTrade Exchange LLC, at its sole discretion, may designate such providers as the exclusive provider of particular goods or services within CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces and prohibit other members from trading such goods or services during any period of exclusivity granted to the third-party provider.

7. Credit Lines And Trade Dollar Advances

7.1. CalTrade Exchange LLC may, but is not obligated to, extend a credit line to the account on terms and conditions as determined by CalTrade Exchange LLC in its sole discretion. Members shall not permit any negative account balance to exceed the credit line at any time. CalTrade Exchange LLC may, in its sole discretion and without liability to member or any authorized user, at any time for any reason without prior notice:

Change the account’s credit line at any time for any reason,

Permit any negative account balance to exceed the credit line CalTrade Exchange LLC has set from time to time, or

Require that member immediately pay in full an amount in U.S. Dollars equal to the excess of the negative account balance over the credit line.

7.2. Member acknowledges these rights and powers and further acknowledges that any credit line extended to the account shall carry fees and other charges (including, but not limited to, late charges, over-limit fees and/or negative balance interest fees) in accordance with our Fee Policy and our credit and billing policies.

7.3. Any account in arrears over ninety (90) days in fees due may have any credit line immediately revoked by CalTrade Exchange LLC at any time thereafter unless or until all fees and charges are paid in full. Upon such revocation the entire amount of the negative account balance may, at CalTrade Exchange LLCs’ sole discretion, become immediately due and payable in an amount equal to one U.S. Dollar per CalTrade Dollar owed.

8. Compliance With Policies And Laws

8.1. Member and each of its authorized users shall adhere to all CalTrade Exchange LLC’s rules and policies, as amended from time to time, posted on the CalTrade Exchange LLC website or otherwise provided to such member, including the following:

1. CalTrade Exchange Privacy Policy. As stated in our Privacy Policy, CalTrade Exchange LLC may change its Privacy Policy from time to time and such changes shall become effective after CalTrade Exchange LLC provides members with at least fourteen (14) days notice of such changes either in writing or by posting the changes on the CalTrade Exchange LLC website. If a member or any of its authorized users use CalTrade Exchange LLC following such notification, it will mean that the member has agreed to the change.
2. CalTrade Exchange Fee Policy. CalTrade Exchange LLC may change its Fee Policy from time to time by notifying our members of such changes either in writing or by posting the changes on the CalTrade Exchange LLC website. Changes to the Fee Policy that waive, decrease or suspend fees shall become effective immediately after CalTrade Exchange LLC provides such notice. Changes to the Fee Policy that increase fees or impose new fees shall become effective fourteen (14) days after CalTrade Exchange LLC provides such notice. If the member or any authorized user transacts (or attempts to transact) business through CalTrade Exchange LLC after the effective date of the change or if any person uses such member’s codes, it will mean that the member has agreed to the change. Even if the foregoing does not occur, if any negative account balance remains outstanding or any U.S. Dollar denominated debt remains unpaid after the effective date of the change, it will mean that the member has agreed to the change and that such change may apply to any negative account balance and any U.S. Dollar denominated debt outstanding as of the effective date and to any pending (but not yet authorized) or future transactions by such member.
3. CalTrade Exchange Prohibited and Restricted Items Policy. The CalTrade Exchange  Prohibited and Restricted Items Policy, as amended from time to time, is incorporated herein by reference.
4. The provisions of this agreement, including but not limited to those provisions relating to listings, taxes, restricted items, and dispute resolution, may be changed by CalTrade Exchange LLC from time to time by notifying members of such changes either in writing or by posting the changes on the CalTrade Exchange LLC website. Such changes shall become effective immediately after CalTrade Exchange LLC provides such notice.
5. In addition, CalTrade Exchange LLC shall have the right to establish, and each member and authorized user agrees to abide by, general policies and rules concerning use of CalTrade Exchange LLC, the CalTrade Exchange Network, or CalTrade Exchange Marketplaces.

8.2. Member and each authorized user shall fully comply with all laws, regulations, ordinances, rules (including, but not limited to, ethical and professional rules) and industry, professional or similar standards relating to:

1. Listings and other information of the member or such authorized user,
2. The buying and selling of goods and services by the member or such authorized user on, in or through CalTrade Exchange LLC,
3. Other uses of CalTrade Exchange LLC by the member or such authorized user, and the payment of fees to CalTrade Exchange LLC associated with the above.

8.3. CalTrade Exchange LLC is not responsible in any way for ensuring such compliance. The member and each authorized user will not offer to sell or buy, or will not sell or buy, any goods or services (or consummate any transaction that was initiated using CalTrade Exchange LLC) that, by paying the associated fees to CalTrade Exchange LLC, could cause CalTrade Exchange LLC to violate any such applicable laws, regulations, ordinances, rules, and standards, or that are otherwise illegal using CalTrade Exchange LLC. If CalTrade Exchange LLC does not provide adequate facility or features for the member or any authorized user to comply with all such applicable laws, regulations, ordinances, rules, and standards, then such member or authorized user shall not use CalTrade Exchange LLC to offer to sell or buy, or buy or sell, the relevant goods or services. Without limiting the generality of the foregoing, the member and each authorized user acknowledges and agrees that CalTrade Exchange LLC is not an importer or exporter of any goods or services sold internationally on or through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces and that:

1. Member will not export from the United States any good, service or technology listed or otherwise offered on, in or through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces in violation of U.S. law, rules or regulations,
2. In connection with each of member’s listings and other offers to sell or purchase, and sales and purchases of, goods and services on, in or through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces member shall be solely responsible for ensuring full compliance with, and member will comply with: (i) all applicable customs, export control, sanctions, anti-boycott and other international trade laws, rules, ordinances, and regulations of the United States (including, but not limited to, any applicable regulations promulgated by the U.S. Department of State, the U.S. Customs Service, the Bureau of Export Administration, the Office of Foreign Assets Control, the Federal Trade Commission, the U.S. Treasury Department, the IRS, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and other laws and regulations governing U.S. trade in goods and services with foreign nations, nationals and legal entities, including those physically located within the United States), and (ii) all similar laws, rules, ordinances, and regulations of other relevant jurisdictions (including, but not limited to, the country where it/he/she/they is located, the country where the goods are located or services are to be performed, and the country where the other party to the transaction is located).

9. No Avoidance Of Fees

9.1. The member and each authorized user agrees:

1. Not to conclude a transaction with another party outside of CalTrade Exchange LLC if the respective goods or services have been listed on CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces or member has identified and/or engaged in negotiations with such party about the respective transaction on or through CalTrade Exchange LLC, and
2. Not to engage in any other practice for avoiding or reducing fees.

If the member or any of its authorized users concludes a transaction outside of CalTrade Exchange LLC in violation of this section, such member shall be liable to CalTrade Exchange LLC for five (5) times all fees avoided and shall be subject to additional sanctions, including termination of access to CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces.

9.2. If the member or authorized user is found to have engaged in any practice designed to purposely avoid or reduce fees, member agrees to pay all fees in full associated with said transaction. Member also agrees to pay a fine of $500.00 USD per occurrence to be assigned at CalTrade Exchange LLC’s sole discretion. At CalTrade Exchange LLC’s discretion, member may also be subject to account cancellation policies.

10. Fair Market Value Pricing Of Goods And Services Traded Through CalTrade Exchange LLC

10.1. Goods and services listed on CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces must be priced in CalTrade Dollars (denoted as “CAL$”). The value of CAL$1.00 is equivalent to $1.00 U.S. Dollar (denoted as “US$” or “cash”). All goods and services shall be listed for sale at a CAL$ price equal to the member’s prevailing cash price (e.g. an item that normally sells for US$99.95 cash must be listed at CAL$99.95 on CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces).

10.2. CalTrade Exchange LLC reserves the right to request documentation supporting a member’s CAL$ valuation of a listed item with evidence of other valid cash sales at the same price. Failure to provide adequate documentation of cash sales to support the CAL$ listed price may result in the deletion of the member’s listings from CalTrade Exchange LLC.

11. No Warranty Or Guarantee

11.1. CalTrade Exchange LLC is not a guarantor of any trade transaction. CalTrade Exchange LLC (and its independent contractors, parent and subsidiaries) do not guarantee, warrant, or make any representation regarding any of the following:

1. The quality, quantity, delivery, value, condition, safety, legality, merchantability, fitness for a use or purpose, timeliness or accuracy, or any other characteristics of any goods or services placed into or purchased through or otherwise advertised on or through CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces by a member or third party;
2. The accuracy, reliability, or integrity of any information provided to CalTrade Exchange LLC by a selling member or third party and disseminated by CalTrade Exchange LLC on behalf of that selling member or third party;
3. The ability of any selling member or third party to sell goods or services;
4. The availability of goods or services within CalTrade Exchange LLC or the ability of any buying member or third party to buy goods or services;
5. The volume of business that any member will derive from participation in CalTrade Exchange LLC or through use of CalTrade Dollars;
6. The value of CalTrade Dollars or of the future existence or viability of CalTrade Exchange LLC.
7. That there will be adequate CalTrade Dollar reserves to cover all outstanding claims in CalTrade Exchange LLC.
8. That the member will be satisfied with the selection of products or services offered through CalTrade Exchange LLC at any given time, or with the prices for such products or services.
9. The accuracy, reliability, integrity or legality of any offer, proposal, statement, data, opinion, or other content displayed or distributed through CalTrade Exchange LLC.

11.2. Whenever any member either makes an offer to enter into or enters into a trade transaction through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces, such member acknowledges that:

1. The sole parties to any such trade transaction are the selling member, on the one hand, and the buying member or third party involved, as applicable, on the other hand, and not CalTrade Exchange LLC (unless explicitly designated as such),
2. Each trade transaction is entered into voluntarily, and incurs normal risks associated with any business transaction, and
3. Each member will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into such trade transaction.

11.3. If a seller fails to deliver goods or services pursuant to agreed-upon terms, subject to the provisions of the “Disputes” Section of this agreement (Section 27), buyer’s only recourse shall be against the seller, and not against CalTrade Exchange LLC or against CalTrade Exchange LLCs’ parent, subsidiaries, or independent contractors.

11.4. If a seller seeks the protection of bankruptcy, receivership, or assignment for the benefit of creditors before fully performing its obligations arising from a transaction through CalTrade Exchange LLC, CalTrade Exchange LLC may at its sole option act as buyer’s agent for submitting claims to the bankruptcy or receivership estate, but CalTrade Exchange LLC shall have no obligation to do so, nor shall CalTrade Exchange LLC have responsibility to make the buyer whole inside or outside of the bankruptcy or receivership estate. Buyer shall have all the rights of similarly-situated bankruptcy or receivership creditors against the debtor, but shall have no separate action against CalTrade Exchange LLC, its parent, subsidiaries, or independent contractors.

12. Trading System Deficits And Adjustments

12.1. As set forth in Section 5.2, a “positive” or “credit” balance in a member’s account denotes the right of member to purchase goods or services offered by other members through CalTrade Exchange LLC using CalTrade Dollars. A “negative” or “debit” balance in member’s account creates an obligation on member to sell goods or services to other members to the extent of the deficit. A negative account balance represents an obligation by the member to other members of CalTrade Exchange LLC and is not a liability of CalTrade Exchange LLC (which is the facilitator of trading within CalTrade Exchange LLC). Notwithstanding the above obligations of members within CalTrade Exchange LLC, it is possible that accounting imbalances will arise within a trading system or within CalTrade Exchange LLC as a whole, causing certain geographic components of the CalTrade Exchange LLC trading system, or the entire CalTrade Exchange LLC trading system, to develop a net imbalance or deficit condition.

12.2. CalTrade Exchange LLC may from time to time engage in activities on behalf of all members to maintain the value of CalTrade Dollars, including but not limited to 1) engaging in programs to generate CalTrade Dollar revenue, where the resulting revenue will be allocated to each member within CalTrade Exchange LLC in conjunction with equal write-offs of said revenue (a zero sum transaction for the member), or 2) purchasing inventory on behalf of the trading system as a whole for the purpose of stimulating trading. Member acknowledges that these trading system support transactions may occur, and consents thereto. These activities shall not be trade transactions for purposes of fee calculations or activity reporting.

13. Dissolution Of Trading System

13.1. In the event that CalTrade Exchange LLC ceases operating as a facilitator of trade transactions between its members (or during any period in which CalTrade Exchange LLC is in the process of winding up its operations or is subject to receivership or protection of bankruptcy) CalTrade Exchange LLC may delay payment of trade credit balances for a reasonable period of time during which it will attempt to collect the U.S. Dollar equivalent of as many outstanding trade debit balances as practicable from members. When, in the sole discretion of CalTrade Exchange LLC, a reasonable share of outstanding trade debit balances has been collected from members, these collected funds will be used first to pay the wind-up expenses of CalTrade Exchange LLC, and thereafter will constitute a fund from which then-outstanding trade credit balances will be paid on a pro rata basis from this fund to members holding trade credit balances. Other than the foregoing winding-up process, CalTrade Exchange LLC, nor any shareholder of CalTrade Exchange LLC, shall have any liability to compensate members or members of CalTrade  Exchange LLC, or any third-party beneficiaries, in any way for their trade credit balances in the event of any dissolution or winding-up of CalTrade Exchange LLC.

14. Fees For CalTrade Exchange LLC Services

14.1. CalTrade Exchange LLC operates on a fee basis. Fees are denominated in, and payable in, either CalTrade Dollars or U.S. Dollars (as specified in the relevant statement of applicable fees). Applicable fees are described both in: 1) this section, 2) any CalTrade Exchange Member Application signed by the member and 3) as notated on the CalTrade Exchange LLC website, as amended from time to time by any separate statement of applicable transaction fees delivered to the member by CalTrade Exchange LLC, the most recent in time of which is incorporated herein by reference. Fees applicable to a member may be amended prospectively at any time by CalTrade Exchange LLC, at its sole discretion, by delivering a revised statement of applicable fees to member by U.S. Mail, email, or by such other means as are reasonably calculated to provide actual notice.

14.2. Transaction fees arising from a trade transaction are imposed at the time such trade transaction is deemed completed pursuant to the terms of this agreement. If a trade transaction is the subject of a dispute that has been properly noticed pursuant to Section 27 of this agreement, CalTrade Exchange LLC will determine, in its sole discretion, whether any fees relating to or arising from such trade transaction should be reversed in part or at all, or whether any fees arising from a trade transaction are to be held in abeyance pending resolution of a dispute. Member is liable for and must pay all CalTrade Dollar- and U.S. Dollar -denominated fees arising from or relating to trade transactions entered by the member, the member’s authorized users, and any person using the member’s or the member’s authorized user’s CalTrade Codes. CalTrade Exchange LLC reserves the right to change its fees or other charges from time to time and for any reason and thereby:

1. Increase or decrease the fees,
2. Establish and charge new fees for services provided for some or all our members, or
3. Temporarily or permanently waive, decrease or suspend fees for all or some of our members.

14.3. On any trade transaction negotiated for partial cash payment by prior agreement between the buyer and the seller, the parties shall pay CalTrade Exchange LLC trade transaction fees on the cash as well as the trade portion of such trade transaction.

14.4. All fees are in payment for services rendered by CalTrade Exchange LLC in connection with processing member into CalTrade  Exchange LLC, operating CalTrade Exchange LLC (including the clearinghouse and brokerage functions), administering the policies, maintaining records and facilitating members’ use of CalTrade Exchange LLC. If a member has a transaction to process and the associated cash fees are not paid to CalTrade Exchange LLC within ninety (90) days the account will be placed on hold.  In addition, CalTrade Exchange LLC reserves the right to reverse any transactions associated with unpaid fees up to sixty (60) months.  All transactions that created these fees that are unpaid, will be reversed and the full funds will be due to seller.

14.5. Member agrees to pay CalTrade Exchange LLC the full amount of fees due within fifteen (15) days of issuance of the monthly statement of account. In addition to any legal or contractual remedies that CalTrade Exchange LLC may have, CalTrade Exchange LLC has the right to levy a late charge payable in CalTrade Dollars or U.S. Dollars on any past due negative account balance or U.S. Dollar denominated debt. Member agrees to waive all rights to usage of any positive CalTrade Dollar balance in member’s account and grants CalTrade Exchange LLC the right to hold any such balance so long as any fees remain overdue.

14.6. Any member whose account is delinquent more than two times within a six (6)-month period may be, at CalTrade Exchange LLCs’ sole discretion, required to provide CalTrade Exchange LLC a valid credit card and, in so doing, authorizes CalTrade Exchange LLC to charge such credit card for all fees at the time of authorization. If credit card does not process at the time of authorization, the transaction will not be processed and CalTrade Exchange LLC may require a credit balance of “cash” on the account for any and/or all future transactions. 

14.7. CalTrade Exchange LLC may close any account continuing in a delinquent status for six (6) consecutive months without notice. CalTrade Dollars in such account will be forfeited unless outstanding fees are paid. If the account balance is negative on the date of account forfeiture, an amount equal to the U.S. Dollar equivalent of the negative account balance shall be immediately due and payable by member to CalTrade Exchange LLC (regardless of any credit line in place at the time of account closure). The account may be reestablished and the CalTrade Dollars returned to such account if the member pays CalTrade Exchange LLC all outstanding fees and reinstatement fees which will be determined on a case by case basis solely by CalTrade Exchange LLC.

14.8. CalTrade Exchange LLC may, at its sole option, require advance payment of fees.

14.9. Except as expressly provided below in this Section 14, all fees are non-refundable, even if such fees result from unauthorized use of a CalTrade Codes, and even if the member:

1. Fails to complete or fulfill a trade transaction with a buyer or seller,
2. Is dissatisfied with a trade transaction, or
3. Believes that it has been defrauded.

14.10. Late charges will be charged at $10 U.S. Dollar and $10 CalTrade Dollar beginning after 30 days.  Late charges will continue to be assessed and due even after the assignment to a third-party collections company or CalTrade Exchange LLC has closed the account.

14.11. Collections Of Fees. Notification of pending collections assignment may be made after ninety (90) days. Accounts may be assigned to a third-party collections agency after 180 days. At which time member will be responsible for all costs associated with said collection.  CalTrade Exchange LLC also reserves the right to report delinquent accounts to all credit reporting bureaus.

14.12. In addition to fees or other charges set forth in any member application or other separate written statement of applicable transaction fees delivered to the member by CalTrade Exchange LLC, member agrees to pay the following fees and charges:

1. Late Fees. All fees set forth in a monthly statement of account are due within 15 days of issuance of the statement of account or the 15th of each month. If cash fees are not paid by member within the same calendar month in which the statement of account is issued, late charges of $10 U.S. Dollar and $10 CalTrade Dollar will be assessed each month thereafter until all overdue charges are paid in full.
2. Special Service Charge On Negative Balances. Any account which has a negative (deficit) balance at the close of business on the final business day of a calendar month shall have deducted from the account balance an amount of CalTrade Dollars equal to one and one half percent (1.5%) of the portion of the negative (deficit) balance on that day that is less than or equal to the account’s approved credit limit.
3. Returned Check/Rejected Transaction Fee. A fee of thirty-five U.S. Dollars (US$35) will be assessed if any check is returned for insufficient funds, or any automatic clearing house (ACH) or credit card transaction is rejected.
4. Research Fees. CalTrade Exchange LLC reserves the right to charge a reasonable research fee if member makes a special request that CalTrade Exchange LLC perform extensive research on prior transaction history or similar matters.

15. Taxes

15.1. Each member must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to CalTrade Exchange LLC before engaging in any trading through CalTrade Exchange LLC. By signing a member application and/or engaging in any transaction through CalTrade Exchange LLC, MEMBER THEREBY DECLARES AND AFFIRMS THAT THE TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, SOCIAL SECURITY NUMBER OR OTHER APPLICABLE TAX IDENTIFICATION NUMBER) PROVIDED TO CALTRADE EXCHANGE LLC IS THE MEMBER’S CORRECT TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, CORRECT SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER) AND THAT MEMBER IS NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) MEMBER IS EXEMPT FROM BACKUP WITHHOLDING, OR (B) MEMBER HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT MEMBER IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (C) THE IRS HAS NOTIFIED MEMBER THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.

15.2. All CalTrade Dollars earned from trade transactions are taxable. CalTrade Dollars are a means of satisfying an obligation. When CalTrade Exchange LLC adds CalTrade Dollars to an account, the seller has completed the earning process. Sellers must include in their reported income the value of the CalTrade Dollars that are added to their account, even though they may not actually receive goods or services from other members until a later tax period.

15.3. Member is responsible for the reporting and payment of all applicable local, state and federal, and non-U.S. taxes that result from trade transactions. Member is responsible for billing and collecting sales tax due from buyers. There are several different factors that determine member’s total tax on sales. Because of this, CalTrade Exchange LLC recommends that member contact a tax consultant who is qualified to advise member about tax ramifications of sales through CalTrade Exchange LLC.

15.4. CalTrade Exchange LLC will report sales of its members to the IRS as required by law under the Tax Equity and Fiscal Responsibility Act. Trade sales by members that are not incorporated (sole proprietorships, partnerships, individuals) are required to be reported to the IRS on a transactional basis. Sales by members that are corporations may be reported on an aggregate basis.

15.5. Member agrees and affirms that CalTrade Exchange LLC is not acting as its agent, and in the event any jurisdiction successfully asserts such relationship or otherwise successfully asserts any obligation to collect or pay any transfer tax upon CalTrade Exchange LLC, member agrees to hold CalTrade Exchange LLC (and its parents, subsidiaries, employees, attorneys, independent contractors, and agents) harmless, and will reimburse all such taxes (including any interest, penalties and other costs) incurred by CalTrade Exchange LLC, in cash, upon presentment. Member shall, fully permitted by law, indemnify and hold harmless CalTrade Exchange LLC and all its parents, subsidiaries, officers, employees, attorneys, independent contractors, and agents, from and against any and all costs and expenses (including attorneys fees) arising from any failure by member to comply with applicable tax laws.

16. Statements Of Account

16.1. CalTrade Exchange LLC will, by mail, e-mail, postings on the CalTrade Exchange LLC website or other reasonable means, provide the statement contact with a statement of account approximately every four (4) weeks (the period covered by each statement of account will vary between 27 and 32 days), (i) when a trade transaction entered by the member during such period, (ii) if a fee has been imposed during such period (iii) or as required by applicable law. Each statement of account will set out each entry during such period as well as the total positive or negative account balance and the total U.S. Dollar denominated debt. CalTrade Exchange LLC will send only one statement of account for the account, which will be sent to the statement contact. No other persons will be sent a statement of account. Failure to receive a statement of account will not relieve member of its obligation to deliver goods or services to another member or to pay any amount (in CalTrade Dollars or U.S. Dollars) that is due and payable to CalTrade Exchange LLC or to another member. If the statement contact has any doubt about whether a statement of account (or an entry or balance recorded in it) is correct, he/she/they must notify his/her/their assigned CalTrade Exchange LLC broker by phone or email within thirty (30) days after the date of such statement of account. CalTrade Exchange LLC will evaluate a claim within a reasonable time, but our initial response shall take no longer than five (5) business days. If the statement contact does not notify CalTrade Exchange LLC as required, CalTrade Exchange LLC is entitled to treat the relevant statement of account, and all entries and balances therein, as complete, correct and binding on the member, and CalTrade Exchange LLC will be released from all claims by the member in respect of such statement of account, entries and balances.

17. Member Information

17.1. Requirements. Member agrees that all information (including, but not limited to, listings) provided by member or its authorized users to CalTrade Exchange LLC (“Member Information”):

1. Shall not be not false, inaccurate or misleading,
2. Not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, regulation, ordinance, rule or industry (or similar) standard,
3. Shall not infringe, plagiarize or violate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy,
4. Shall not be obscene, defamatory, libelous, slanderous, harassing, abusive, vulgar, threatening, racially or ethnically hateful, or otherwise objectionable (including, but not limited to, that pertaining to sexual orientation) or otherwise result in any actionable injury, damage or harm to any third party,
5. Shall not create any liability for CalTrade Exchange LLC or cause CalTrade Exchange LLC to lose (in whole or in part) the services of our suppliers or partners,
6. Shall not include descriptions of, or otherwise offer to sell, products or services that violate the CalTrade Exchange Restricted Items Policy, or that are otherwise prohibited under this agreement (inclusive of any documents it incorporates by reference),
7. Shall include all required and appropriate warnings, information and disclosures in connection with listing, buying or selling goods or services by member on, in or through CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces including, but not limited to, disclosure on: (i) all amounts to be paid by buyer, including, but not limited to, any sales or other taxes and shipping costs, (ii) shipping information (if applicable), customer service, warranties and exchange/refund policies and (iii) all applicable restrictions and all disclosures required by law,
8. Shall be promptly updated by member as necessary or appropriate to keep all of member’s information (including, but not limited to, listings) current, complete and accurate,
9. Shall not contain a virus or other harmful component, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (or that are designed to do so), and
10. Shall not contain any materials for which member does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information).

17.2. License. Member hereby represents and warrants to and for the benefit of CalTrade Exchange LLC that member owns or has all rights in and to all member information sufficient to make the license grant of this Section 17 without subjecting CalTrade Exchange LLC to claims of intellectual property infringement by our uses of such member information. Member hereby grants to CalTrade Exchange LLC during the term of this agreement, a fully paid, worldwide right and license: to modify and edit, reproduce and distribute its member information on, in, through and in connection with CalTrade Exchange LLC as CalTrade Exchange LLC deems necessary or appropriate, on, in or through any media now known or hereafter developed, and to reproduce and distribute reasonable excerpts of its member information in connection with our advertising, marketing and promotion of CalTrade Exchange LLC and member’s participation in CalTrade Exchange LLC on, in or through any media now known or hereafter developed.

17.3. CalTrade Exchange LLCs’ Right To Edit Member Information. CalTrade Exchange LLC has the right, but not the obligation, to:

1. Correct any errors or omissions in any portion of any listings by member on, in or through CalTrade Exchange LLC, the CalTrade Exchange Network and/or CalTrade Exchange Marketplaces
2. Edit, modify, refuse to post on or remove from CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces any member information, in whole or in part, and
3. Take any other action with respect to member information as CalTrade Exchange LLC in its sole discretion deem appropriate, including, but not limited to, any action necessary to comply with applicable laws, regulations, ordinances, rules or standards, to enforce this agreement (inclusive of any documents it incorporates by reference), to respond to claims that any member information violates the rights of third parties, or to protect our rights, property or personal safety, or that of our members or third parties.

17.4. CalTrade Exchange LLC Trademarks. “CalTrade”, “CalTrade Exchange”, and its associated graphic logos and service names are trademarks of CalTrade Exchange LLC and are protected by applicable intellectual property laws and treaties. Member acknowledges that any software used in connection with trading or communicating within CalTrade Exchange LLC contains proprietary and confidential information that is protected by applicable intellectual property laws and other laws. Member further acknowledges and agrees that content provided by members and posted through CalTrade Exchange LLC is protected by applicable intellectual property protections such as copyrights, trademarks, patents, and other proprietary rights.

18. Account Information

18.1. Members are responsible for:

1. Doing everything necessary to prevent the CalTrade Codes of member’s authorized users from being used wrongfully,
2. Notifying CalTrade Exchange LLC in the event of a misappropriated CalTrade Code;
3. Ensuring that any record of any CalTrade Codes for any authorized user is kept in a safe place,
4. Maintaining, and ensuring that all authorized users maintain the confidentiality of account information (including, but not limited to, the account number, CalTrade Codes), and
5. All consequences of use or misuse of such member’s account or account information.

CalTrade Exchange LLC bears no responsibility for any loss or damage that might result from the use of a member’s account or CalTrade Codes or by unauthorized persons.

19. CalTrade Codes And Authorized Users

19.1. A CalTrade Code may be used only by the authorized user(s) to whom it is issued. Subject to Section 23, each code is valid from the time it is selected or issued until the account or applicable authorized user is terminated.

19.2. Initial Codes. Upon CalTrade Exchange LLC’s acceptance of a member’s application, such member’s initial CalTrade Codes (if any) will be issued to the authorized signatory.

19.3. Additional Codes. The authorized signatory may identify additional persons to be given or allowed to select CalTrade Codes at CalTrade Exchange LLC’s sole discretion and only after we have received authorization from the authorized signatory. CalTrade Exchange LLC reserves the right to impose additional conditions and restrictions upon the account if there are multiple authorized persons using an account, including, but not limited to, requiring that:

1. Each authorized user separately register and obtain a sub-account (including, but not limited to, a sub-account number), and
2. An administrator will be appointed for the account.

19.4. Authorized Users. Member shall obligate each authorized user who has access to the account, CalTrade Codes, and/or account information, to read and abide by the terms and conditions of this agreement (inclusive of any documents it incorporates by reference). Member hereby represents and warrants that each authorized user will, always prior to cancellation of that authorized user’s CalTrade Code, be vested by member with the authority to use CalTrade Exchange LLC and legally bind the member, including but not limited to, with respect to payments, trade transactions and fees. If an authorized user uses his/her/their CalTrade Codes, it will mean that such authorized user has read this agreement and understands and agrees to use CalTrade Exchange LLC on member’s behalf strictly in accordance with the terms of this agreement. Member will be solely responsible for ensuring compliance with this agreement by each authorized user of member and will be liable for any non-compliance with this agreement by such authorized users. 

19.5. Member will be responsible and liable for the acts and omissions of such member’s authorized users in connection with CalTrade Exchange LLC and shall indemnify CalTrade Exchange LLC for such acts and omissions as set forth in Section 26.

19.6. Lost Or Stolen CalTrade Codes. Member must tell CalTrade Exchange LLC at once if member believes that someone other than the member’s authorized users has obtained knowledge of any CalTrade Codes, or has used the account, without permission. Member, and not CalTrade Exchange LLC, shall be solely responsible and liable for all trade transactions (and fees arising there from), other acts and omissions, and any and all consequences of use or misuse of CalTrade Codes or account information prior to such notification.

20. Access And Interference

20.1. Access. CalTrade Exchange LLC does not guarantee continuous, uninterrupted or secure access to any of our services, and operation of our website(s) may be interfered with by numerous factors outside of our control. From time to time, access to CalTrade Exchange LLC may be altered or denied for scheduled and unscheduled maintenance without any prior notice to members. CalTrade Exchange LLC has the right to do the following without any notice or liability:

1. Change, suspend or discontinue any aspect of CalTrade Exchange LLC at any time, including, but not limited to, hours or days of operation and availability of any feature, telephone line, automated response system, database or content,
2. Impose limits on certain features and services, and
3. Restrict access to parts or all of CalTrade Exchange LLC, the CalTrade Exchange Network, and/or CalTrade Exchange Marketplaces.

20.2. Interference. The member and each authorized user will not:

1. Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of CalTrade Exchange LLC, or its website(s), telephone services, infrastructure, systems or components,
2. Take any action that imposes an unreasonable or disproportionately large load on CalTrade Exchange LLC, or its website(s), telephone services, infrastructure, systems or components,
3. Gain unauthorized access to other computer systems through CalTrade Exchange LLC,
4. Defame, abuse, harass, stalk, threaten, embarrass or cause distress or discomfort upon any other members or third parties,
5. Restrict, inhibit or otherwise interfere or attempt to interfere with another member’s use and enjoyment of CalTrade Exchange LLC,
6. Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other members’ ability to engage in normal transactions on or through CalTrade Exchange LLC,
7. Impersonate or otherwise misrepresent any person or entity, including, but not limited to, one of our officials or representatives,
8. Falsely state or otherwise misrepresent its/his/her/their affiliation with a person or entity, or
9. Conceal the identity of the parties-in-interest in purposes of evading or circumventing any applicable law, regulation, ordinance, rule or standard or for any other reason.

20.3. Much of the information on CalTrade Exchange LLC is updated on a real-time basis and such information, and any software (including, but not limited to, the source code) used in connection with CalTrade Exchange LLC, is proprietary to CalTrade Exchange LLC or is licensed to CalTrade Exchange LLC by third parties. The member and each authorized user will not:

1. Copy, reproduce, alter, modify, rent, lease, loan, sell, distribute, create derivative works based on, or publicly display any content (except for information of the member and/or such authorized user) from or software used in connection with CalTrade Exchange LLC without our prior express written consent, or
2. Cause CalTrade Exchange LLC to be displayed as a part of or within another internet site or web page or resell or redistribute any portion of CalTrade Exchange LLC or provide access to the CalTrade Exchange LLC (including, but not limited to, the account, any CalTrade Codes or other account information) to any third party for financial gain.
3. Membership Information. Member agrees that all CalTrade Exchange LLC membership information including but not limited to, directories, newsletters and contracts are of a special, unique and extraordinary character, and the release of this information may cause CalTrade Exchange LLC irreparable injury and damage. While it is impossible to determine the extent of injury, if found to have distributed CalTrade Exchange LLC materials to competing organizations or potential competitors, member agrees to pay CalTrade Exchange LLC compensation of $150,000.00 U.S. Dollars and are subject to CalTrade Exchange LLCs’ cancellation policies.

21. Prohibited And Restricted Items Policy

21.1. Member is responsible for making sure that member’s selling of goods or services is (1) not prohibited by law and (2) allowed in CalTrade  Exchange LLC. Guidelines to assist member to properly list items and understand what is allowed on CalTrade Exchange LLC are available by viewing the CalTrade Exchange Prohibited and Restricted Items Policy. The guidelines set forth in the CalTrade Exchange Prohibited and Restricted Items Policy do not constitute legal advice and do not pertain to any member’s or company’s practices. When in doubt, member must check with law enforcement agencies, a lawyer, or with a copyright, trademark or other rights owner, for clarification. Member agrees to hold CalTrade Exchange LLC (and its parent, subsidiaries, employees, independent contractors, and agents) harmless from and against all claims, damages, or costs (including attorneys fees) arising out of 1) Member’s violation of any law, or 2) Member’s violation of CalTrade Exchange Prohibited and Restricted Items Policy, or 3) Member’s violation or infringement of the rights of any third party because of listing products and services on CalTrade Exchange LLC.

22. Privacy

22.1. CalTrade Exchange LLC will abide by the terms of the CalTrade Exchange Privacy Policy. The member and each authorized user agrees that CalTrade Exchange LLC shall have the right to collect, use and disclose all personally identifiable information as CalTrade Exchange LLC deems necessary or appropriate and as set forth in the CalTrade Exchange Privacy Policy.

22.2. The member agrees that if the member does not timely pay amounts (whether denominated in U.S. Dollars or CalTrade Dollars) due and payable by the member under this agreement, member will accept calls from CalTrade Exchange LLC regarding collection of such amounts. The member agrees such calls will not be “unsolicited” calls for the purposes of U.S. Federal and state law(s).  

23. Default

23.1. Definition Of Default. A member is in “Default” of this agreement if any one of the following occurs:

1. Member does not make a required payment under this agreement by the due date,
2. Member becomes generally unable to pay its debts or obligations (including, but not limited to, a negative CalTrade Dollar account balance) as and when they become due,
3. Member provides CalTrade Exchange LLC with any false or misleading information or a false signature on the CalTrade Exchange Member Application or such member fails to notify CalTrade Exchange LLC if any such information previously provided becomes false or misleading,
4. Member ceases to do business as a going concern or, in the case of individuals, such member dies, becomes incapacitated or otherwise incapable of decision-making,
5. A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against member under the U.S. Federal Bankruptcy Code or any similar laws,
6. CalTrade Exchange LLC believes that the likelihood of such member performing all its obligations under this agreement has been impaired,
7. Member is found, or is reasonably believed by CalTrade Exchange LLC, to have engaged in deceitful trading practices or otherwise fraudulent, or harmful conduct,
8. Such member breaches this agreement (inclusive of any policies or documents it incorporates by reference),
9. CalTrade Exchange LLC cannot verify or authenticate any information delivered by such member to CalTrade Exchange LLC or other members, or placed on, in or through CalTrade Exchange LLC by such member,
10.  Such member is in default of any obligation to CalTrade Exchange LLC, a  member or any third party, such member is the subject of an investigation by a Government Agency or other authority,
11.  CalTrade Exchange LLC concludes in its sole discretion that any act or omission of such member may cause legal liability for CalTrade Exchange LLC, the member or other members, or
12. Any of the events described above with respect to a member occurs with respect to any authorized user.

23.2. Remedies Upon Default. Upon the occurrence of a default by any member, CalTrade Exchange LLC has the right, at its election then or at any time thereafter while such default continues, to take, without limitation, one or more of the following actions:

1. Terminate such member’s account (see Section 24),
2. Declare any negative account balance and any fees arising from trade transactions entered into by such member, or by a person using such member’s CalTrade Codes, to be immediately due and payable in U.S. Dollars by the member to CalTrade Exchange LLC, with or without notice to member, subject to the other terms and conditions of this agreement,
3. Immediately delete any listings or other information of such member,
4. Require modification of payment terms or fees to continue or reinstate access or use by member of services provided by CalTrade Exchange LLC;
5. Temporarily suspend, indefinitely suspend or terminate the rights of such member to transact in (as a seller and/or buyer), access or otherwise use CalTrade Exchange LLC, the CalTrade Exchange Network, CalTrade Exchange Marketplaces, or CalTrade Dollars in the account (including, but not limited to, by deactivating such member’s CalTrade Codes),
6. Issue a warning to such member, and/or refuse to provide services to member.

24. Termination Of Account Or Of An Authorized User

24.1. Termination Of Account By Authorized Signatory. The account may be terminated at any time by the authorized signatory by giving CalTrade Exchange LLC written notice of termination, such termination to take effect within five (5) business days after receipt of such notice.

24.2. Termination Of Account By CalTrade Exchange LLC. CalTrade Exchange LLC may, in its sole discretion and without liability to member, terminate the account at any time and for any reason, regardless of whether member is in default, immediately upon sending written notice to the statement contact at the last e-mail address or physical address shown on our records (and without sending any notice to any other person).

24.3. Effects Of Termination Of Account. If, upon termination of the account, member is in default or the account does not have a positive account balance:

1. CalTrade Exchange LLC may immediately withdraw the rights and privileges of the member and each authorized user in respect of any codes and the account (including, but not limited to, the right to transact in or otherwise access CalTrade Exchange LLC or the account),
2. Any negative account balance and any fees arising from trade transactions entered into by the member, or by a person using such member’s CalTrade Codes, will become immediately due and payable in full in U.S. Dollars by the member to CalTrade Exchange LLC, with or without notice to member, subject to the other terms and conditions of this agreement,
3. CalTrade Exchange LLC may immediately delete any listings or other member information and deactivate any or all CalTrade Codes of authorized users, and member shall remain liable for all fees, commitments and obligations incurred or accrued by the member prior to the effective date of termination of the account.

If, upon termination of the account, member is not in default and there is a positive account balance, the member will have a period of three-hundred and sixty-five (365) days to purchase goods or services in trade transactions using CalTrade Dollars representing the positive account balance, less any set-offs as provided in this agreement or other amounts required to fully secure and guarantee any debts, obligations, damages or liabilities of the member to CalTrade Exchange LLC, other members or third parties. Under such circumstances:

1. CalTrade Exchange LLCs’ rights and the obligations of member set forth above shall apply and shall accrue as of the effective date of termination (except to the extent necessary to allow the member to spend the positive account balance during such three-hundred and sixty-five (365) day spending period, in which case such remaining rights and obligations shall accrue immediately upon expiration of such three-hundred and sixty-five (365) day spending period),
2. Upon expiration of the three-hundred and sixty-five (365) day spending period, the CalTrade Dollars representing any remaining positive account balance will be transferred out of the account and neither the member nor any authorized user will receive any value for such balance,
3. Member shall remain liable for all fees, commitments and obligations incurred or accrued by the member prior to the last day of such three-hundred and sixty-five (365) day spending period, including, but not limited to, fees relating to trade transactions entered by or on behalf of the member, or by a person using any authorized user’s CalTrade Codes, and authorized by CalTrade Exchange LLC within such period,
4. CalTrade Exchange LLC has the right to require adequate assurances from the member that member will comply with this agreement, and all policies, laws, regulations, ordinances, rules, and standards and will satisfy such member’s obligations, duties and other reasonable requirements before allowing such member or its authorized users to spend any of the positive account balance. Such assurances may include, but shall not be limited to, such member pre-paying any trade transaction fees or posting a bond or a requirement that member appoint a reputable third party acceptable to CalTrade Exchange LLC to assume responsibility for the account in accordance with this agreement and spend the positive account balance on or through CalTrade Exchange LLC on behalf of the member rather than allowing such member to access the account directly, and
5. The above right to spend any positive account balance within such three-hundred and sixty-five (365) day spending period shall be the member’s sole and exclusive remedy, and our sole and exclusive liability, with respect to termination of the account and any positive account balance.

24.4. In no event shall CalTrade Exchange LLC be required to refund, redeem or pay amounts to the member or any authorized user for any positive account balance or allow transfer, conversion or liquidation of any positive account balance upon termination.

24.5. Until all amounts (whether payable in CalTrade Dollars or U.S. Dollars) owing to CalTrade Exchange LLC are paid in full, the member and each authorized user shall continue to be subject to this agreement and any amendments made pursuant to Section 28, including, but not limited to, changes to fees and/or payment requirements. This agreement shall terminate only after (i) the account is terminated and (ii) all amounts owing to CalTrade Exchange LLC are paid in full.

24.6. Termination Of Authorized User By Authorized Signatory. The authorized signatory may terminate an authorized user’s status as an authorized user at any time, without terminating the account, as follows:

1. Written or verbal notice to CalTrade Exchange LLC of cancellation/termination by the authorized signatory,
2. If the terminated authorized user is the existing authorized signatory or statement contact, the existing authorized signatory must provide CalTrade Exchange LLC with written certification of appointment and authorization of another person to be the new authorized signatory or statement contact, as applicable, for the account,
3. The CalTrade Codes of such authorized user will then become invalid on the day CalTrade Exchange LLC receives the notice, and such authorized user will cease to be an authorized user as of the date the CalTrade Codes become invalid.

24.7. If the authorized signatory fails to appoint a new person to act as the authorized signatory and/or statement contact for the account, the account will be in “Default” and CalTrade Exchange LLC may terminate the account.

24.8. Notwithstanding anything to the contrary, if the terminated authorized user is the member, the account will be deemed to be terminated by CalTrade Exchange LLC pursuant to this section upon termination of such authorized user.

24.9. Termination of Authorized User By CalTrade Exchange LLC. CalTrade Exchange LLC may, in its sole discretion and without liability to member or any authorized user, (i) terminate an authorized user’s status as an authorized user (without terminating the account) at any time and for any reason immediately upon written or verbal notice to the statement contact at the last e-mail address or physical address shown on our records (and without sending any notice to such authorized user).

24.10. Effects Of Termination Of An Authorized User. Upon termination of an authorized user’s status as an authorized user:

1. CalTrade Exchange LLC may immediately withdraw the rights and privileges of such authorized user, and
2. CalTrade Exchange LLC may immediately delete any listings or other information of such authorized user and deactivate such authorized user’s CalTrade Codes.

24.11. Member shall remain liable for all acts and omissions of the terminated authorized user until such authorized user’s CalTrade Codes are rendered inactive.

24.12. Legal And Collection Costs. To the extent permitted by applicable law, member agrees to pay all costs including, but not limited to, attorney fees, incurred by CalTrade Exchange LLC (i) through any process to recover any amounts due and payable (whether in U.S. Dollars or CalTrade Dollars) by the member to CalTrade Exchange LLC, or (ii) in enforcing this agreement against the member.

25. Limitations On Liability

25.1. CALTRADE EXCHANGE LLC AND ITS SUPPLIERS PROVIDE CALTRADE EXCHANGE LLC, AND ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR SUPPLIERS AND CALTRADE EXCHANGE LLC SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CALTRADE EXCHANGE LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PRODUCTS OR SERVICES OF MEMBERS OR THIRD PARTIES AVAILABLE ON, IN OR THROUGH CALTRADE EXCHANGE LLC, THE CALTRADE EXCHANGE NETWORK, AND/OR CALTRADE EXCHANGE MARKETPLACES AND MERELY ACT AS A PASSIVE CONDUIT FOR THE DISSEMINATION OF SUCH REPRESENTATIONS AND WARRANTIES, WHICH ARE EXTENDED EXCLUSIVELY BY THE SUPPLIER OF SUCH GOODS OR SERVICES.

25.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CALTRADE EXCHANGE LLC OR ITS SUPPLIERS, PARENT, SUBSIDIARIES, OR INDEPENDENT CONTRACTORS, BE RESPONSIBLE OR LIABLE TO ANY MEMBER, AUTHORIZED USER OR ANY OTHER PERSON UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS OR REVENUES, OR THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH CALTRADE EXCHANGE LLC, ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM:

1. ANY PARTIAL OR FULL FAILURE OR MALFUNCTION OF THE ONLINE AND OTHER COMPUTER ELEMENTS OF CALTRADE EXCHANGE LLC AND ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE OR COMPLETION OF INFORMATION AND/OR TRANSACTIONS ON, IN OR THROUGH CALTRADE EXCHANGE LLC,
2. ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY AUTHORIZED USER’S CALTRADE CODES, THE ACCOUNT NUMBER OR OTHER ACCOUNT INFORMATION,
3. ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY INFORMATION (WHETHER CORRECT OR INCORRECT) OF ANY MEMBER OR AUTHORIZED USER,
4. ANY INCORRECT INFORMATION ABOUT ANY MEMBER OR AUTHORIZED USER GIVEN BY CALTRADE EXCHANGE LLC TO ANY PERSON, INCLUDING ANY CREDIT BUREAU OR BUSINESS REFERENCE,
5. ANY INCORRECT PROCESSING BY CALTRADE EXCHANGE LLC OF ANY INFORMATION OF ANY MEMBER OR AUTHORIZED USER,
6. ANY FAILURE BY ANY MEMBER TO ACCEPT AN OFFER BY ANY OTHER MEMBER OR AUTHORIZED USER TO BUY OR SELL GOODS OR SERVICES ON, IN OR THROUGH CALTRADE EXCHANGE LLC, THE CALTRADE EXCHANGE NETWORK, AND/OR CALTRADE MARKETPLACES,
7. ANY REFUSAL BY CALTRADE EXCHANGE LLC TO AUTHORIZE A TRADE TRANSACTION, ANY TRANSACTION, AGREEMENTS, ARRANGEMENTS OR DISPUTES BETWEEN ANY MEMBER OR AUTHORIZED USER, ON THE ONE HAND, AND ANY OTHER MEMBER, AUTHORIZED USER OR THIRD PARTY, ON THE OTHER HAND, IN CONNECTION WITH CALTRADE EXCHANGE LLC,
8. ANY INFORMATION (INCLUDING LISTINGS) OF ANY MEMBER OR THIRD PARTY AVAILABLE ON CALTRADE EXCHANGE LLC, INCLUDING WITHOUT LIMITATION,
9. ANY ERRORS OR OMISSIONS IN ANY SUCH INFORMATION, AND ANY USE OF OR RELIANCE ON ANY SUCH INFORMATION BY ANY MEMBER OR AUTHORIZED USER, AND
10. ANY PRODUCTS OR SERVICES OF OTHER MEMBERS OR THIRD PARTIES OBTAINED BY ANY MEMBER OR AUTHORIZED USER ON, IN OR THROUGH CALTRADE EXCHANGE LLC.

25.3. THE ABOVE LIMITATIONS APPLY, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE AND UNDER ANY THEORY OF LIABILITY, EVEN IF CALTRADE EXCHANGE LLCS’ SUPPLIERS AND CALTRADE EXCHANGE LLC WERE ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

25.4. THE AGGREGATE OF LIABILITY OF CALTRADE EXCHANGE LLC, ITS PARENT, ITS SUBSIDIARIES, ITS INDEPENDENT CONTRACTORS, AND ITS SUPPLIERS TO ANY MEMBER, AUTHORIZED USER OR ANY OTHER PERSON IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY THE MEMBER, AUTHORIZED USER OR OTHER PERSON, AS APPLICABLE, TO CALTRADE EXCHANGE LLC IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) U.S.$1,000.

26. Indemnification

26.1. Member agrees to indemnify and hold the indemnified parties (as defined in Section 42) harmless from and against all claims, demands, lawsuits, damages, costs, fees (including, but not limited to, reasonable attorneys’ fees) and expenses resulting from, arising out of, relating to or incurred in connection with:

1. Any breach of this agreement (inclusive of any policies or documents it incorporates by reference) by the member or any authorized user,
2. Any allegations that, if true, would constitute a breach of the covenants made by the member in Section 15.1 or Section 17,
3. Any and all (including negligent and wrongful) actions taken by, or omissions of, the member, any authorized user of the member or any other person accessing CalTrade Exchange LLC by using member’s account number, CalTrade Codes,
4. Any and all goods and/or services made available by the member or any authorized user of the member through CalTrade Exchange LLC including, by way of example and without limitation, claims arising from the design or manufacture of such goods or the provision, or failure to provide, customer support in connection with such goods or services,
5. Any member information (including, but not limited to, listings),
6. All transactions, agreements, arrangements, or disputes between the member or any authorized user, on the one hand, and any other member, authorized user or third party, on the other hand, in connection with CalTrade Exchange LLC,
7. Any actual or alleged infringement of any patent, copyright, trade secret, trademark, or other intellectual property right arising out of the use or sale by member of goods or services purchased or received through CalTrade Exchange LLC.

26.2. Each member and authorized user shall fully cooperate with the indemnified parties and provide all assistance reasonably requested by the indemnified parties in the defense and settlement of any claim. The indemnified parties shall have the right, at their own expense, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification by the member, and no member shall settle any matter without the written consent of the indemnified parties.

27. Disputes

27.1. Disputes Between Members, Or Between Members And Third Parties. Any dispute between members, or between members and third parties, arising from this agreement shall be a matter to be resolved between those members and/or third parties. If a dispute, controversy or claim between two or more members (or third parties) does not name CalTrade Exchange LLC, or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, as a party or parties to a formal claim, any such dispute shall not be subject to the choice of venue or exclusive jurisdiction requirements of this agreement. If, despite the provisions of this agreement, CalTrade Exchange LLC or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, are named as a party to any dispute or claim, the portion of such dispute which brings a claim against CalTrade Exchange LLC, or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents shall be decided or adjudicated solely pursuant to the provisions of this agreement for disputes between members and CalTrade Exchange LLC, with any litigation of disputes with CalTrade Exchange LLC to be conducted exclusively in Los Angeles, California, United States. All other issues between members and third parties may separately or thereafter be submitted by the claimant to a court or tribunal of competent jurisdiction for adjudication of issues not involving claims against CalTrade Exchange LLC or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

27.2. Disputes Between Members And CalTrade Exchange LLC. The parties to this agreement hereby consent to the exclusive jurisdiction and venue of the courts of the State of California located within Los Angeles, California, United States, to adjudicate all disputes, controversies, or claims between a member and CalTrade Exchange LLC, or any formal action in which CalTrade Exchange LLC, or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, are a named party.

27.3. CalTrade Exchange LLC Is Not A Party To Dispute Between Members. CalTrade Exchange LLC shall not be involved in, and the member shall not involve CalTrade Exchange LLC in, any dispute between the member and another member, or between the member and a third party. If the member nonetheless attempts to involve CalTrade Exchange LLC in any dispute:

Such member shall be liable for all CalTrade Exchange LLCs’ costs and reasonable attorneys’ fees incurred in connection with such involvement and shall indemnify CalTrade Exchange LLC as set forth in Section 26 of this agreement, and

The exclusive venue for any litigation relating to such dispute shall be limited to Los Angeles, California.

Such dispute shall be submitted to litigation according to the provisions of this section.

27.4. Reversal Of Transactions Subject To Dispute. To assist two or more members that are engaged in a dispute to reach a resolution of the dispute, CalTrade Exchange LLC may, at its sole discretion, reverse the subject transaction(s). As a matter of general policy (but subject to CalTrade Exchange LLCs’ sole discretion), when CalTrade Exchange LLC is informed within the time set forth below of a dispute between members, CalTrade Exchange LLC may thereupon request from the seller proof of settlement. If seller fails to produce proof of settlement within five (5) business days, the subject CalTrade Dollars may be returned by CalTrade Exchange LLC to the buyer’s account. If seller does produce proof of settlement within five (5) business days, CalTrade Exchange LLC may, at its sole discretion, freeze the subject CalTrade Dollars pursuant to Subsection 27.7 of this agreement. If it wishes to request a reversal of a transaction, member must notify CalTrade Exchange LLC in writing of the dispute it has with or against another member or a third party that arises from or relates to a transaction on, in or through CalTrade Exchange LLC on or before the earlier of:

1. Thirty (30) days following the date of the statement of account in which such transaction appeared with respect to trade transactions, or
2. Thirty (30) days following the date on which such transaction was authorized and given an authorization number by CalTrade Exchange LLC.

27.5. Freezing Account Subject To Dispute. If the member is involved in a dispute subject to this section, CalTrade Exchange LLC shall have the right (but not the obligation) to freeze the CalTrade Dollars involved in the dispute. Any CalTrade Dollars that are frozen will not be available to the member or any authorized user during such time. CalTrade Exchange LLC shall also have the right, at its sole discretion, to place such CalTrade Dollars into a restricted account maintained by CalTrade Exchange LLC or an escrow account maintained by a third-party escrow agent in order to ensure that funds are available upon conclusion of any litigation, mediation or arbitration of such dispute. Any such CalTrade Dollars may be released on mutual consent of the parties to the dispute, on conditions to which they mutually agree, or upon order of a court of competent jurisdiction or an arbitrator as set forth in this section. Any such frozen CalTrade Dollars and any such restricted or escrow account shall not bear interest.

27.6. Injunctive And Interim Relief. Notwithstanding anything in this section to the contrary:

1. Any party to a dispute may also, without waiving any remedy under this section, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the dispute), and
2. CalTrade Exchange LLC may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or equitable relief, as necessary or appropriate, or to enforce the provisions of this section, or of the CalTrade Exchange Member Agreement.
3. At the request and agreement of disputing members CalTrade Exchange LLC may assign a group of member’s peers (non-related CalTrade Exchange LLC members) to blindly review the dispute and provide remedy.  Decisions made by member group will be binding by disputing members.  CalTrade Exchange LLC will provide an outline to member group along with remedies available.

27.7. CalTrade Exchange LLC Must Receive Timely Notice Of Claims Against CalTrade Exchange LLC. A member must notify CalTrade Exchange LLC of any dispute the member has with or against CalTrade Exchange LLC that arises from or relates to this agreement or CalTrade Exchange Policies within one-hundred and eighty (180) days of the date of the alleged injury, regardless of any statute of limitations. The member will be deemed to have waived its right to litigate any dispute for which notice was first provided to CalTrade Exchange LLC after the relevant period, regardless of any law to the contrary. 

28. Amendments To This Agreement

28.1. CalTrade Exchange LLC may amend this agreement at any time and will notify member of any such amendment either in writing or by posting the amended terms on the CalTrade Exchange LLC website. Any such amendment will take effect fourteen (14) days after that date on which member is  notified or the amendment is posted. By using the CalTrade Exchange LLC after such period, member acknowledges its acceptance of this agreement, as amended. This agreement may not be otherwise amended except in writing signed by the authorized signatory and President of CalTrade Exchange LLC.

29. No Agency

29.1. CalTrade Exchange LLC, on the one hand, and the member and its authorized users, on the other hand, are independent entities operating at arm’s length. Neither member nor any authorized user shall have the power or authority to bind, or purport to bind, or obligate CalTrade Exchange LLC in any manner or for any liability whatsoever. Neither the member nor any person affiliated with the member (including, but not limited to, any authorized user) is, or may be considered as, a distributor, agent or representative of CalTrade Exchange LLC or any of our affiliates and no agency, partnership, joint venture, employee-employer or franchisee-franchiser relationship is intended or created by this agreement.

30. Notices

30.1. Except as explicitly stated otherwise, any notices given under this agreement shall be made in writing and sent by either (i) prepaid registered or certified (return-receipt requested) first-class postal mail, or (ii) electronic mail (email) or (iii) internationally-recognized prepaid overnight courier services (e.g., FedEx, DHL, etc.) to “Attention: CalTrade Exchange LLC, at the address set forth on the most recent statement of account” (in the case of notice to CalTrade Exchange LLC) or to the member and/or any authorized user at the address given by the member on the application form, or email (a) for the member or any authorized user, to the email address such person provides to CalTrade Exchange LLC during the registration process. For this purpose, notices shall be deemed effective (i) upon receipt if made by personal delivery or overnight courier service, by registered or certified postal mail, or by email. Each party may change its address for delivery of notice by providing notice of such change in accordance with the terms of this Section 30.

31. Choice Of Law

31.1. This agreement shall be governed in all respects by the laws of the United States and the State of California as such laws are applied to agreements made, entered into and to be performed entirely within California solely between California residents, notwithstanding the actual residence of the parties.

32. Jurisdiction

32.1. The parties to this agreement consent to the exclusive jurisdiction and venue of the courts of the State of California located within Los Angeles, California, United States, for any dispute arising from, relating to, or interpreting this agreement, which names as a party or parties CalTrade Exchange LLC or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

33. Severability

33.1. If any provision of this agreement is rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other provision of this agreement. This agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this agreement. If any one or more of the provisions contained in this agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it to be enforceable to the maximum extent permitted by applicable law.

34. Headings

34.1. The headings in this agreement are used only for convenience and will not influence the interpretation thereof.

35. No Waiver

35.1. If CalTrade Exchange LLC allows the member and/or any authorized user any latitude or extension of time, this is not a waiver of our rights in respect of this agreement.

36. No Third-Party Beneficiaries

36.1. Except as set forth in Section 26, nothing in this agreement is intended nor shall be construed to give any person or entity, other than the member and CalTrade Exchange LLC, any legal or equitable right, remedy, or claim under or in respect to this agreement or any provision contained herein.

37. Acts Beyond CalTrade Exchange LLCs’ Control

37.1. In the event of circumstances not reasonably within CalTrade Exchange LLCs’ control, including, but not limited to, natural disaster, earthquake, breakdown or temporary failure of the internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of all or any part of CalTrade Exchange LLC or the inability to transmit or receive information electronically, CalTrade Exchange LLC (and its parent, subsidiaries, and independent contractors) shall not have any liability or obligation for delay or failure to provide services under this agreement to the member or any authorized user, or any other member, third party or other person. 

38. Entire Agreement

38.1. This agreement, inclusive of any CalTrade Exchange Member Application executed by member and of those policy documents incorporated herein by reference, contains the complete and final statement of the understanding of the parties with respect to the subject matter of this agreement. This agreement supersedes all prior or contemporaneous negotiations, agreements or communications, whether written or oral, between the member and CalTrade Exchange LLC (or between the member and any predecessor in interest to CalTrade Exchange LLC) with respect to the subject matter of this agreement.

39. Disclosures

39.1. The services hereunder are offered by CalTrade Exchange LLC, having its primary operations located in Los Angeles, California.

40. Assignment

40.1. Member shall not assign the account, any CalTrade Codes issued to any authorized user, this agreement, or any interest, rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. CalTrade Exchange LLC shall have the right to freely assign this agreement, and our rights and obligations hereunder, to any third party without requiring the consent of or notice to the member or any authorized user. Subject to the foregoing, this agreement (inclusive of any documents it incorporates by reference) shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

41. Insurance

41.1. Member and each authorized user agree that CalTrade Exchange LLC is not an agent of any insurance broker or insurance company. Member is responsible for obtaining any master policy or other insurance agreements and documents that it desires and for understanding the terms, conditions and exclusions of any such documents. CalTrade Exchange LLC is not liable for any claim not paid by the relevant insurer for any reason.

42. Definitions

42.1. In this agreement the following terms shall have the following meanings unless otherwise indicated or the context otherwise clearly requires:

1. Account: The account in CalTrade Exchange LLC that is in the name of member.
2. Account Balance: The balance in the account, denominated in CalTrade Dollars, comprising (a) CalTrade Dollars generated by trade transactions in which member is a seller, less (b) CalTrade Dollars spent in settled trade transactions in which member is a buyer, less (c) CalTrade Dollars set aside in a designated “Escrow Account” for trade transactions in which member is a seller and the trade transaction is authorized by CalTrade Exchange LLC but not settled, less (d) CalTrade Dollars payable by member to CalTrade Exchange LLC in accordance with this agreement (including, but not limited to, fees, administrative charges, and any other charges). The account balance may be negative, positive or zero.
3. Agreement: This CalTrade Exchange Member Agreement, including any CalTrade Exchange Member Application executed by member and all policies and schedules referred to herein that are hereby incorporated herein by this reference, in each case as amended.
4. Authorized Signatory: The individual who completes the CalTrade Exchange Member Application on behalf of a member, or such other individual that the member may thereafter designate in writing to CalTrade Exchange LLC. The authorized signatory must: (i) have the requisite legal authority to bind the member, (ii) have received all approvals required for him/her/they to bind the member and (iii) permit CalTrade Exchange LLC to obtain any information relating to the member and/or its principals that CalTrade Exchange LLC may reasonably request from time to time (including personal or corporate credit reports).
5. Authorized Users: The authorized signatory and any other person(s) authorized by the member to use member’s CalTrade Codes and/or account. 
6. CalTrade Dollar (“CAL$”): The sole non-cash accounting unit of CalTrade Exchange LLC, as more fully described in Section 2 above. CalTrade Exchange LLC reserves the right to name and change the name of the CalTrade Dollar.
7. CalTrade Exchange Member Application: The application form(s) that a member must complete to register to participate in CalTrade Exchange LLC.
8. CalTrade Exchange LLC: CalTrade Exchange’s on-line and off-line exchange and systems.
9. CalTrade Exchange LLC Website: The CalTrade Exchange website, available at https://caltradeex.com/ 
10. Clearinghouse: A central agency for the collection, classification, and distribution of information.
11. CalTrade Codes: All unique numbers (including PINs), passwords or codes that are selected by or assigned to the member, account, and/or the authorized users for security purposes and which are required to access or enter into transactions on, in or through CalTrade Exchange LLC.
12. Credit Line: The maximum number of CalTrade Dollars for which there can be a negative account balance outstanding at any time in the account.
13. Dispute: Any dispute, controversy or claim.
14. Fees: Any amounts due to CalTrade Exchange LLC from members, payable in CalTrade Dollars, U.S. Dollars, or dollar denomination, as applicable, in accordance with the terms and conditions of this agreement, including, but not limited to, late charges, administrative fees and transaction fees.
15. Good Standing. A “Member in Good Standing” is a member that complies with all provisions of this member agreement, is current in payment of all amounts of U.S. Dollars or CalTrade Dollars owed by the member to CalTrade Exchange LLC and has a valid member account without restriction.
16. Government Agency: Any federal, state or local government agency or other organization empowered to exercise the authority of the federal, or any state or local government, including, but not limited to, agencies and organizations of the U.S. and non-U.S. national governments.
17. Indemnified Parties: CalTrade Exchange LLC and all of its parent, subsidiaries, independent contractors, and affiliates, and their respective officers, directors, agents, employees, co-branders, contractors and other partners, information providers, suppliers, licensors, and licensees.
18. Information: With respect to any person, all text, works of authorship, images, audio/visual elements, photographs, artwork, graphics, trademarks, slogans, logos, links and other content and information (i) delivered to CalTrade Exchange LLC or other members by such person in the registration, credit application, trading or listing process, in any public message area or through any e-mail feature, or (ii) placed on, in or through CalTrade  Exchange LLC by such person.
19. Listing: With respect to any person, the information supplied by such person that either (i) textually, graphically or otherwise describes goods or services of such person available for sale on, in or through CalTrade Exchange LLC, or (ii) references or links to other sources for the information describing such goods or services.
20. Member: Any person that engages in one or more transactions through CalTrade Exchange LLC, including but not limited to any person (i) on whose behalf the authorized signatory has completed the CalTrade Exchange Member Application and (ii) that has been approved by CalTrade Exchange LLC to trade in CalTrade  Exchange LLC.
21. Person: A human being or juridical entity.
22. Policy: All policies governing a member’s use of CalTrade Exchange LLC, including, without limitation, the CalTrade Exchange Privacy Policy and Fee Policy, which policies are hereby incorporated by reference and shall be an integral and inseparable part of this agreement.
23. Settle: With respect to any sale or purchase of goods or services offered by a seller in CalTrade Exchange LLC, the act of buyer and seller fully satisfying their contractual obligations pursuant to the terms of agreement between buyer and seller in such transaction. “Settling”, “Settled” and “Settlement” have correlative meanings. Depending on the terms agreed to by seller and buyer in a transaction, settlement may include seller dispatching or delivering goods, seller fulfilling agreed-to service obligations, and/or buyer making payment.
24. Statement Contact: The person to whom CalTrade Exchange LLC sends all monthly CalTrade Exchange LLC statements of account. The authorized signatory will be the statement contact unless the authorized signatory notifies CalTrade Exchange LLC that another person shall be the statement contact.
25. Statement of Account: A statement or accounting showing (i) the trade transactions entered into by member, and (ii) all fees arising from or relating to such trade transactions, and (iii) the account balance as of the date of the statement or accounting. The statement of account may be delivered to member electronically or in hard copy form or may be made available to member through a secure website.
26. Third Party: Any third party (other than a member) found on, in or through CalTrade Exchange LLC.
27. Trade Transaction: A purchase or sale of products or services from or to a member on or through CalTrade Exchange LLC, made using CalTrade Dollars (in whole or in part), which is deemed to be completed after the relevant amount of CalTrade Dollars is transferred to the seller’s account in CalTrade Exchange LLC in accordance with our Trading Policy.
28. U.S. Dollar or US$: A dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.
29. U.S. Dollar Denominated Debt: With respect to any member, the amounts payable in U.S. Dollars by such member to CalTrade Exchange LLC, as provided in this agreement, including, but not limited to, fees payable in U.S. Dollars.