11/12/2013: Updated Sections 2.1 and 2.2

AFFILIATION AND SOFTWARE LICENSING AGREEMENT

TERMS AND CONDITIONS

This Affiliation and Software Licensing Agreement (this “Agreement”), is by and between: VirtualBarter (“VB”) and Exchange (“Affiliate”) dated the day the order for an online barter exchange is sent to VB.

Recitals

WHEREAS, Affiliate is an independent retail trade exchange, retail trade broker, licensed trade broker, company or organization engaged in or wishing to engage in the barter business.

WHEREAS, VB is in the business of providing an online barter marketplace, and online barter/trade exchange management system as Software as a Service (SaaS), as well as custom website design and software development services. The software promotes barter purchases and sales by providing a medium by which different Affiliates may offer their products and services on an interactive basis through the Internet, the result being that the Affiliates will be able to go onto VB’S “vBarter” web site (including any successor web site, the “Web Site”) and be able to purchase or sell products and/or services on barter from their own or other participating Affiliates using whatever barter trade currency that they possess.

WHEREAS, Affiliate desires to uses the SaaS of VB and to generate or increase its transaction fees and/or sales and purchase commissions through the use of the Web Site by both promoting the products and services of its Members as well as by offering its Members the opportunity to purchase the products and services of others who are members of their exchange and if applicable, from participating Affiliates. Additionally, Affiliate may desire to use the and software development and website design services of VB.

Therefore, VB and Affiliate hereby agree as follows:

1. CURRENCY AND RELATED DEFINITIONS

1.1 “Cash” shall mean legal tender or currency of the United States of America.

1.2 “E3” shall mean the global barter currency established by VB for trading between its Affiliates.

1.3 “Clearinghouse” shall mean VB’s Clearinghouse.

1.4 “VirtualBarter” shall mean the VirtualBarter or vBarter software, as well as any and all VirtualBarter copy, content and intellectual property. Any information and/or content obtained by the Affiliate or Member relating to or concerning Virtual Barter is a “trade secret” as that term is defined in Section 688.002(4), Fla. Stat.

1.5 “Member” shall mean a person or business entity that subscribes to an Affiliate’s Barter Exchange.

2. FEES AND OBLIGATIONS OF AFFILIATE

2.1 Fees. VB shall be compensated solely by Affiliate for all services provided to Affiliate and/or its Members. Affiliate shall pay to VB the following fees:

A Cash monthly fee for use of the software. This fee will be payable in Cash in advance each month or may be paid annually in advance at a discount and is deemed earned upon the 1st day of each month.

If applicable, a design and integration fee to customize the software, user interface and/or content management application of the website. This fee will be payable in Cash in advance and is deemed earned upon completion of the customization and/or work.

2.2 Payment of Fees.

2.2.1. On a monthly basis, VBARTER will invoice Affiliate by electronic means by posting on a Web Site and/or by sending an Invoice via email, a statement showing (i) any cash set up, enhancement or customization fee, (ii) the cash monthly fee and (iv) if applicable by the terms of this agreement, any trade/barter monthly or transaction fees. The first month's charge for new exchanges will include an addtional one month fee that will be applied as a deposit.

2.2.2. Time of Payment. All fees shall be paid by auto-pay on the day the invoice is posted by VB on the Web Site or upon submitting an Invoice via email. If payment is declined, VB will attempt to charge the credit card or checking account on file for five (5) days. Should payment not be received by VB for a period of 30 days from the date of the invoice, service shall be suspended and access to the SaaS website shall automatically be terminated.

2.2.3 Manner of Paying Cash Fees.. All cash fees shall be paid with a major credit card approved by VB or through ACH/EFT (electronic funds transfer). Affiliate hereby grants VB continuing authorization to withdraw funds from Affiliate’s credit card account or checking account to make such payments.

2.2.4 Manner of Paying Trade/Barter Fees. All trade/barter fees, if applicable, shall be paid through electronic transfer. Affiliate hereby grants VB continuing authorization to withdraw E3 from Affiliate’s E3 account to make such payments.

2.2.5 Late Fees and Reactivation Fees. A late fee, payable in cash in the amount of $29 + one and one half percent (1.5 %) per month, compounded monthly, will be incurred and charged on cash fees due and uncollectible or not received by VB on the 10th day following the presentation of electronic invoices or displayed on the Web Site. A reactivation fee, payable in cash in the amount of $35 will be incurred and charged to reactivate an exchange that has been suspended for non-payment. A late fee, payable in E3, in the amount of one and one half percent (1.5 %) per month, compounded monthly, will be incurred and charged on trade/barter fees due and uncollectible or not received by VB by the 6th day following the presentation by VBARTER of electronic invoices on the Web Site.

2.3 E3 Account.

2.3.1 Credit Line. If affiliate wishes to use Exchange groups to link its exchange with other VB enabled exchanges in order to participate in the collaborative global trade marketplace, Affiliate shall apply for, establish, and maintain an E3 account with VB. VB reserves the right, in its sole discretion, to adjust the Affiliate’s credit line. VB will provide notice to Affiliate of any credit limit change by email.

2.3.2 Increases in Credit Line. From time to time, VB, in its sole discretion, may require Affiliate to obtain increases in the available credit line for its E3 account in order to accommodate increases in trading volume without risk of denial of trade transactions due to insufficient funds. Affiliate shall use all efforts to obtain such increases.

2.4 Assistance in Posting Transactions. In order to enable the Web Site to implement real time posting of purchase and sale transactions, Affiliate will properly enter all necessary information regarding Member information.

2.5 Affiliate Information. Affiliate will enter, in digital format acceptable to VB, the following information regarding Affiliate’s Members: company name, contact person, federal identification number (or social security number), account number assigned by Affiliate and telephone and fax numbers, email address, business categories, auto-pay payment information, etc. Affiliate will update the information from time to time as necessary to maintain the accuracy of the same. VB agrees that it will not solicit any person identified by Affiliate in the foregoing manner as a Member of Affiliate to join a trade membership system that is competitive with Affiliate’s system.

2.6 Rules and Regulations. VB may establish and from time to time update reasonable Rules and Regulations regarding use of the Web Site. Such Rules and Regulations will be posted on the Web Site or sent to Affiliate via email or other electronic format. It is the responsibility of Affiliate to ensure that it and its Members are familiar with and abide by the Rules and Regulations. Upon completing a Member account application on the Web Site, Members and Affiliates acknowledge that they agree to the terms and conditions of the VB trading rules and regulations that are displayed on the Web Site.

3. TRADE IMPLEMENTATION. Each time a buyer and seller agree upon a trade via the Web Site:

3.1 Trade Accounts in Same Exchange. To the extent practicable, VB on a real time basis will process transactions to the Members to make the following debits and credits:

A. A debit to the buyer’s trade account in the amount of the sale.

B. A credit to the seller’s trade account at the seller’s Affiliate in the amount of the foregoing debit.

3.2 Trade Accounts in Different Exchanges. To the extent practicable, VB on a real time basis will process transactions to the Members and Affiliates to make the following debits and credits:

A. A debit to the buyer’s trade account at the buyer’s Affiliate in the amount of the sale.

B. A debit to the E3 trade Clearinghouse account of the buyer’s Affiliate in the same quantity and type of barter currency debited from the buyer’s trade account.

C. A credit to the E3 trade Clearinghouse account of the seller’s Affiliate , in the same quantity (after currency conversion if applicable) and in seller’s type of barter currency credited to the seller’s Affiliate as a result of the sale.

D. A credit to the seller’s trade account at the seller’s Affiliate in the amount of the foregoing debit.

3.3 E3 Accounts. VB on a real time basis will process the following debits and credits:

A. A debit to the E3 account of the buyer’s Affiliate in an amount equal to the amount of the purchase. It is understood that the debit will be immediate and may give rise to an overdraft under applicable trading rules.

B. A credit to the E3 account of the seller’s Affiliate in an amount equal to the amount of the foregoing debit. It is understood the credit may be a provisional one until cleared under applicable trading rules.

3.4 Transaction Fees. The Cash and trade/barter transaction fees required by clauses (iii) and (iv) of Section 2.1 will be charged to both the seller’s Affiliate and the buyer’s Affiliate in accordance with Section 2.2.

3.5 Not Responsible for Affiliate’s Commissions and Fees. Other than attempting to electronically process commissions and fees for Affiliate, VB will not be responsible for collecting commissions or fees charged to members by Affiliate, all of which shall be Affiliate’s responsibility.

3.6 Adjustment of Fees. VB reserves the right to increase or adjust fees charged to Affiliate upon thirty (60) days written notice to Affiliate. The increase or adjustment of fees shall automatically replace the current fee schedule 30 days after notification.

4. DUTIES AND OBLIGATIONS OF VB

4.1 Disclaimer. VB will use its best efforts to properly maintain the Web Site and to record trades accurately. VB does not warrant nor guaranty any transaction and shall not be liable for any losses which may occur, including without limitation, failure of computers or communications systems or equipment, software failure, other inoperability of systems of VB or others or data loss. VB’s only responsibility is to record transactions according to this Agreement and VB is not responsible for the fulfillment of any of the obligations of Affiliate the buyer and/or the seller.

4.2 Trade Procedure. VB in its sole discretion may refuse to post, or may suspend or reverse, a transaction when (i) the buyer or seller does not have sufficient barter currency to cover the transaction, or (ii) the buyer or seller is not in good standing with its Affiliate , or (iii) the buyer’s Affiliate has deactivated or put restrictions on the buyer’s account, or (iv) the buyer’s Affiliate does not have sufficient E3 to cover the transaction, or (v) either buyer’s Affiliate or seller’s Affiliate is in default in payment of fees or other amounts owed to VB, or (vi) either buyer’s Affiliate or seller’s Affiliate is otherwise in breach of this Agreement.

VB has the right but not the obligation to reverse transactions (and debit or credit the accounts of the Affiliates, the buyer and/or the seller) for the reasons set forth in the preceding paragraph, in which event it will be the seller’s responsibility to collect from the buyer.

4.3 Corrections. Transactions are subject to final audit and verification by VB and, in case of inaccuracies or errors, VB may, but is not obligated to, reverse transactions or to debit or credit Affiliate’s and/or its Member’s accounts without notice.

4.4 Record Keeping. VB will present monthly statements on the Web Site and/or via email to Affiliate reflecting Clearinghouse account activity and amounts due and owing to VB. Statements are deemed accurate as displayed unless Affiliate notifies the VB corporate office, in writing, of any discrepancy within thirty (30) days of statement date. Notices to VB by e-mail will not be deemed received unless VB confirms receipt. No reversals will be entered on an account by VB after one hundred twenty (120) days after the date of the transaction unless both parties to the transaction agree to the same.

4.5 Disclaimer Of Warranty And Liability. VB makes no representation or warranty; either expressed or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Affiliate agrees to indemnify and hold VB harmless with respect to any claim, debt or liability whatsoever, arising out of any transaction wherein an Affiliate or its Affiliate is a buyer or seller. Affiliate acknowledges that any barter transaction in which it or its Member participates is entered into on a voluntary basis.

5. SUSPENSION OF USE OF WEB SITE. VB reserves the right, in its sole discretion, to suspend the use of its Web Site and/or access to the Trade Exchange Management System and/or Global Trade Marketplace to any Affiliate or any Member if Member or such Affiliate (i) uses the Web Site in violation of any federal, state or local law, or (ii) engages in practices contrary to the rules of VB or Affiliate’s trade exchange, or (iii) engages in practices harmful to VB, Affiliate , Members or the Web Site, or (iv) when Affiliate’s E3 account is not in good standing or Affiliate’s overdraft privileges with respect to the E3 account have been reduced, suspended or terminated, or (v) when any fees or other amounts are due to VB under this Agreement and unpaid for more than fifteen (15) days after a statement is presented. In the case of suspension under clause (v), trading privileges shall be reinstated within five (5) days of fees being paid with interest.

6. MISCELLANEOUS.

6.1 Taxes. As between Affiliate and VB, Affiliate shall be solely responsible to collect and remit to the appropriate taxing authorities the appropriate GST, sales, excise, use or other taxes and shall collect and record these as required by law. Under no circumstances is VB responsible to pay any GST, sales, excise, use or other taxes on behalf of any Affiliate and/or Member. Barter transactions involving any barter currency and/or any other barter medium of Affiliate are generally treated as taxable events for U.S. federal, state and local tax purposes. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member or Affiliate, but not with VB. Affiliate and Member agree to indemnify and hold VB harmless for any liabilities or costs incurred by VB as a result of Affiliate’s or Member’s failure to comply with this section.

6.2 Disputes. Transaction disputes concerning the quality or nature of goods or services purchased, or whether said goods are actually delivered, are exclusively between the buyer, the seller and/or their respective Affiliate, and VB has no responsibility in connection therewith other than recording transactions. VB is not responsible for use of barter currency by unauthorized persons.

6.3 Collection Expenses. In its sole discretion, VB may assess a Cash collection fee in such amount as may be specified by VB from time to time and may include reasonable attorney’s fees.

6.4 Termination. Either party may terminate this Agreement upon sixty (60) days written notice to the other party, except for exchanges provided with custom site design services and or custom software development, which shall require one hundred eighty (180) days written notice. Upon termination:

a. Any Cash and trade transaction fees are due immediately.

b. No Cash or barter fees monthly will be refunded and the entire Cash and barter fees for the month in which termination takes place shall be immediately due and payable.

c. Any Affiliate with any trade/barter fees owed to VB and/or E3 must settle their account with E3 as soon as possible and in any event within four (4) weeks of the cancellation or termination date. After said four (4) week period, Affiliate shall maintain a reciprocal account with VB and offer at least three times the amount owed by posting offers of acceptable products and services for sale for trade, or Affiliate must pay VB any remaining negative balance in Cash.

6.5 Joint and Severable Liability. Affiliate hereby assumes joint and severable responsibility for all transactions involving its Members and shall be responsible for all fees as outlined in this Agreement.

6.6 No Waiver of Right. VB’s failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or future exercise of any right.

6.7 Entire Agreement. The terms contained herein constitute the entire agreement between the parties, and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein. This Agreement supersedes any other agreements between the parties. This agreement may be revised by VB as required. Posting of the revised agreement on this website shall constitute Affiliates acceptance of the revised agreement except if Affiliate provides VB with notice of non-acceptance within 5 business days from the posting of the revised agreement.

6.8 Severability and Attorney’s Fees. Every item contained in this Agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms. If legal action must be taken by VB against an Affiliate to enforce any provision of this Agreement, the Affiliate shall pay VB’s reasonable attorney’s fees, costs, plus interest from the date of default in addition to any other judgment as granted by a court of law or an acceptable arbitration. If legal action is taken by Affiliate against VB which results in a judgment or award in favor of Affiliate, Affiliate agrees to accept full payment in E3 trade dollars, which will be deposited into Affiliate’s account as full satisfaction of judgment or award.

6.9 Authority. The persons executing this Agreement on behalf of any corporation, partnership, Limited Liability Company or other legal entity have the authority to sign this Agreement and to bind the entity thereby.

6.10 Headings. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.

6.11 Fax Signatures. VB and Affiliate agrees that both parties may accept a faxed signature or electronic acceptance of the agreement as an original, legal signature on this Agreement.

6.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

6.13 Warranty of Information. Affiliate warrants that it provides all information to VB in good faith and that such information is accurate to the best of its knowledge.

6.14 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Any sum which may be awarded by account or arbitrator to VB shall be in Cash.

6.15 Jurisdiction and Venue. Any action brought by any party to this Agreement shall be filed, and venue shall lie only in the courts of Manatee County, State of Florida, to which jurisdiction and venue Affiliate hereby specifically consents.

6.16 Amendment of Agreement. In its sole discretion, VB may change, delete, add to or otherwise modify this Agreement by giving Affiliate thirty (30) days written notice. Any trade purchase or sale by Affiliate or its Members after the thirty-day notice period constitutes acceptance by Affiliate and its Members of such modifications and Agreement as so modified.

6.17 Waiver of Jury Trial. Both parties hereby waive their right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the relationship created hereby (whether in contract, tort or otherwise).

6.18 Assignment. This Agreement may be assigned by VB to another company or entity at which time the obligations, terms and conditions herein will be provided to Affiliate by the assignee. Affiliate may not assign this Agreement to any other person or business without prior written approval by VB.

6.19 Notices. Except as specifically set forth in Sections 2.2.1 and 4.4, all notices under this Agreement shall be in writing and sent by mail, overnight courier, hand delivery or fax addressed to the applicable party at its notice address set forth below its signature hereto.

6.20 Default or Breach by Affiliate or Member. In addition to all remedies set forth herein, in the event that the Affiliate shall default in any payment due hereunder, and such default in payment remains unpaid for a period of thirty (30) days from the date of demand or termination, VB shall be entitled, but not obligated, to retain the Affiliate’s Members . Such retention by VB shall not be deemed a breach of this Agreement, and shall not subject VB to any liability. VB shall still have all rights to enforce and collect on the judgment.

6.21 Injunctive Relief. In addition to all remedies set forth herein, VB shall have the right to obtain injunctive relief against the Affiliate or Member for any breach of this Agreement, and such injunctive relief shall be separate and apart from any monetary damages sought by VB against the Affiliate or Member.

6.22 Attorney Fees and Court Costs. In addition to all remedies set forth herein, in the event of a breach of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, at the trial and appellate levels, and to court costs as permitted by law.

6.23 Trade Secrets. The information and/or website content provided by VB or obtained by the Affiliate and Member under this Agreement is considered “trade secrets” as that term is defined in Section 688.002(4), Fla. Stat. Any misappropriation of a trade secret by an Affiliate or Member, or any VB provided Website Content or Intellectual Property used by the Affiliate on any other website not provided and hosted by VB, without express written permission, shall subject that Affiliate or Member, or any person acting on behalf of the Affiliate or Member, to criminal penalty and/or civil damages, and/or injunctive relief.