Policies, Procedures, Terms and Agreement

 

The purpose of the following Terms and Agreement is to facilitate trading amongst Members by promoting a system of good business practices and understanding of all guidelines set forth for all trade exchanges by the International Reciprocal Trade Association (IRTA). Therefore, the Member acknowledges and agrees that Top Trading Partners, LLC, also referred to as “TTP”, materially relies upon the agreement and that the Member will abide by the Terms and Agreement. Failure to abide by said Terms and Agreement will cause irreparable harm to Top Trading Partners, LLC by creating a disruption of orderly trading among the members. The Member also acknowledges and agrees that the relationship between the Member and Top Trading Partners, LLC is a business relationship and is not intended for the Member’s household, personal or consumer purposes. Notwithstanding the foregoing, a Member may allow the use of its account for its officers, owners, guarantors or staff, to acquire household, personal or consumer goods and services. As a Member of Top Trading Partners, LLC, the Member agrees that the following provisions shall govern the Member’s rights, responsibilities, and obligations to Top Trading Partners, LLC and to fellow Members:

Each and every item, term and provision in the ‘Trading Policies & Procedures for all members is severable from every other item, term or provision herein. If any such items, provisions or terms shall be deemed invalid, illegal, or unenforceable, it shall not affect the validity, legality, or enforceability of the remaining items, terms, or provisions, as incorporated through the member application and agreement. No waiver of any condition or responsibility herein shall waive any subsequent conditions or responsibilities. In all cases, the provisions and terms herein shall be interpreted in accordance with the laws of the state of Missouri.

 

TAXABLE INCOME
Members are advised that transactions involving Trade Dollars are treated as taxable income for federal, state, and local tax purposes therefore it is critical for Members to provide accurate and complete identifying data as required. Members should seek professional tax advice regarding the treatment of trade dollars. Fines and penalties imposed by the Internal Revenue Service, or by any other federal, state or local taxing authority, to Top Trading Partners, LLC for invalid taxpayer identification numbers, social security numbers or Company Names, or on account of any other matter attributable to an act or omission of the Member, will be charged to the Member and must be paid in cash within three (3) days of notice of such fines and penalties. Each calendar year, all TTP members will receive a 1099-B form for reporting purposes.

 

RESPONSIBLE PARTIES

The member is responsible directly to any party from which the member makes a purchase using trade dollars through Top Trading Partners, LLC and agrees to indemnify and hold Top Trading Partners, LLC harmless from and against any loss, cost, damage, claim charge, debt or liability with respect thereto. All trade transactions are entered into on a voluntary basis between buyer and seller. Top Trading Partners, LLC may give referrals as a service provided to its Members, but such referrals shall neither constitute an endorsement or guarantee of the products or services to be purchased or otherwise obtained. Top Trading Partners, LLC assumes no responsibility for the quality, timely delivery, warranty, or dispute of any nature between Members regarding any product or service being traded. Members should exercise due diligence entering trade transactions as they would everyday cash transactions. As classified by the IRS (Internal Revenue Service), Top Trading Partners, LLC is functioning in a brokerage capacity and the Member does hereby indemnify and hold Top Trading Partners, LLC harmless with respect to any claim, debt or liability whatsoever, arising out of any trade exchange transaction wherein the member is a buyer or seller.

Any Member registering a complaint against another Top Trading Partners, LLC Member must submit it in writing within fifteen (15) days from Top Trading Partners, LLC statement due date. Complaints must be specific and include names, dates, and amounts. Any Top Trading Partners, LLC Member that receives three (3) complaints regarding service, product, integrity, etc. will be subject to Membership termination and forfeiture of all Trade dollars.

 

At any time during a dispute between a Top Trading Partners, LLC buyer and seller, Top Trading Partners, LLC may, at its sole discretion, upon receipt and review of supporting evidence, reverse the credit entry from the seller’s trade account. Top Trading Partners, LLC, will maintain the said trade credits in an escrow account until the dispute is resolved between the two parties by mutual agreement or judicial resolution. In the event that a dispute between a Member and Top Trading Partners, LLC results in a judgment entered in favor of the Member and against Top Trading Partners, LLC, the Member agrees that Top Trading Partners, LLC shall have the right to satisfy said judgment in trade credits, or cash, at the sole discretion of Top Trading Partners, LLC.

 

APPLICATION

The Member certifies that the information that is provided to Top Trading Partners, LLC in the application is true and correct and agrees to provide timely notification to Top Trading Partners, LLC in the event of any material change with respect to said information. Examples of a “material change” include, but are not limited to, changes in the business address, changes in any residential address and changes in the nature or operation of the Member’s business. The Member hereby authorizes all banks and suppliers listed in the application to release information necessary to assist Top Trading Partners, LLC in the establishment of a line of credit for the Member’s account. In addition, the Member authorizes Top Trading Partners, LLC to review the Member’s business or personal credit history utilizing one of the national Credit Reporting Bureaus.

REPRESENTATION

Members must present themselves as a Top Trading Partners, LLC Member before establishing any trade-based purchase agreement.

 

Top Trading Partners, LLC Members will sell products and services at current retail pricing to other TTP Members for 100% trade credit. Members must know over-pricing will not be tolerated and will lead to termination of membership. Termination of membership for over-pricing will include forfeiting of Top Trading Partners, LLC trade credits earned.

AUTHORIZATION

Each purchase agreement will require a Top Trading Partners, LLC authorization before each transaction. Recurring or on-going transactions, such as regular monthly transactions between two Members, always require a unique, new authorization from Top Trading Partners, LLC.

 

Top Trading Partners, LLC will only be responsible for commitments made in writing and/or digitally (invoices are very important to protect every transaction) and signed by authorized Top Trading Partners, LLC officers. All transactions must be submitted by both parties to ensure accuracy and clarity.

 

Top Trading Partners, LLC Members must present a signed invoice within seven (7) days of each transaction, to keep all accounts current. Top Trading Partners, LLC holds the right to not honor any transaction invoices presented beyond the seven (7) days past the transaction date.

 

In the event that the Member is a corporation, the person signing the application and agreement for the corporation will be held liable for any cash balances due or account trade deficit in the event the account is terminated.

In the event that the Member requests and receives from Top Trading Partners, LLC additional Top Trading Partners, LLC cards (“Courtesy Cards”) to be utilized by employees, partners or other business owners, the Member (which includes the officer, owner or other guarantor who signed the membership application) shall remain liable for all transactions engaged in with said cards. It is also understood that all cardholders will have access to the account information for the Member.

 

AGREEMENT MODIFICATION

 

Top Trading Partners, LLC may from time to time modify the provisions of this Terms and Agreement and will post modifications on the Top Trading Partners, LLC website; changes to the Terms and Agreement will be enforceable without notification to individual Members and these changes will be posted on the Top Trading Partners, LLC website. Retention and use of the Top Trading Partners, LLC Trade Card constitutes acceptance of this agreement with all the terms and conditions as a Member of Top Trading Partners, LLC.

 

The agreement between Top Trading Partners, LLC and the Member may not be modified unless (i) the modification is a change in terms posted on the Top Trading Partners, LLC website or (ii) if the change is exclusively related to the Member’s specific Terms and Agreement, the change in writing signed by the Member, any officer, guarantor or owner (as signed the original Membership Application) and the Member. Top Trading Partners, LLC reserves the right to rely upon and enforce any documents which are faxed or sent electronically to Top Trading Partners, LLC from the Member and which have been signed by the Member. Top Trading Partners, LLC also reserves the right to rely upon electronic communications sent to Top Trading Partners, LLC from the Member.

DIRECT TRADES AND CASH

Direct trades between clients to avoid commission fees are PROHIBITED. If consummated, these trades are subject to commission fees, and at the discretion of Top Trading Partners, LLC, termination and/or suspension may occur with all parties involved. Any trades using another barter company, without prior approval from Top Trading Partners, LLC, is prohibited and commissionable.

Members will sell their products and/or services for their prevailing prices for 100% Top Trading Partners, LLC trade dollars to other Members in good standing. If a selling client receives part cash for any transaction, Top Trading Partners, LLC is entitled to 13% in cash on that portion of the transaction from the seller. (This excludes sales tax, gratuities and shipping costs) Top Trading Partners, LLC may, at its (removed apostrophe) discretion, suspend or terminate a Member’s account for soliciting cash from a buyer.

 

GIFT CERTIFICATES

At times, Members are offered gift certificates and gift cards from other Members of Top Trading Partners, LLC. Such gift certificates and gift cards represent an agreement between the Member issuing such gift certificate or gift card and the Member purchasing same. In the event that Top Trading Partners, LLC authorizes any Member to sell gift certificates and gift cards, such selling Member covenants and agrees that the Member will honor such gift certificates and gift cards in compliance with all applicable federal, state and local laws, rules and regulations (including, but not limited to, laws restricting expiration dates as applicable).

Top Trading Partners, LLC makes no representation, guarantee or promise that the issuing Member will abide by such laws, rules, and regulations. In the event that a Member issuing gift certificates or gift cards fails to honor same (regardless of the reason for such dishonoring), the Member shall remain liable for the full cash value of such gift certificates and gift cards and authorizes Top Trading Partners, LLC to exercise its right to seek enforcement of such gift certificates and gift cards on behalf of all purchasers of same. Furthermore, in the event that the Member issues gift certificates or gift cards to Top Trading Partners, LLC for sale by Top Trading Partners, LLC, then the Member (notwithstanding any other writing, agreement or document to the contrary) shall indemnify and hold Top Trading Partners, LLC harmless from and against any and all loss, cost, damages, claim or expense related thereto, including but not limited to attorney’s fees and expenses, costs of enforcement and costs of collection.

 

INVOICING AND PAYMENTS

 

A minimum $5.00 cash fee will be assessed to any Member requesting duplicate copies of statements, sales receipts, invoices, etc. ($5.00 minimum charge per document)

 

TTP may request prior payment for commissions or sales taxes on purchases from Top Trading Partners, LLC inventory’s account or from other Top Trading Partners, LLC members. All such amounts must be paid to Top Trading Partners, LLC within fifteen (15) days Top Trading Partners, LLC’s statement due date. Non-payment will result in suspension of trade activity and a fee of 1.5% interest per month on any trade balance due. After ninety (90) days of delinquency, member’s Top Trading Partners, LLC account will be terminated and a twenty-five-dollar ($25.00) cash fee for reinstatement will apply.

 

In the event your account trade activity is in suspension for ninety (90) days, forfeiture of trade credits in lieu of cash commissions due is at the sole discretion of Top Trading Partners, LLC.

 

Members are responsible for reviewing and reconciling all account statements upon receipt. In the event of discrepancies, the Member must notify Top Trading Partners, LLC in writing about any such discrepancies within (15) fifteen days of the statement due date. If a Member does not notify Top Trading Partners, LLC in writing, Top Trading Partners, LLC can, at its sole discretion, deem the statement to be correct and the Member will be responsible for all purchases, charges and amounts due.

 

Top Trading Partners, LLC Members may not exceed their current cash balance without making prior arrangements with Top Trading Partners, LLC. Top Trading Partners, LLC holds the right to charge $10.00 cash per month on any account in cash arrears. Members are required to reimburse Top Trading Partners, LLC in cash for any deficit amount made without pre-authorization or purchases made without adequate trade credits.

 

Top Trading Partners, LLC is not responsible for lost or misdirected mail or for statements and notices which are sent electronically and not received by the Member.

 

TRADE DOLLARS

Top Trading Partners, LLC trade dollars shall not be considered a legal tender, securities, or commodities by either Top Trading Partners, LLC or our Members, and may not be redeemed for cash from Top Trading Partners, LLC.

 

MERCHANDISE SALES and WARRANTIES

Top Trading Partners, LLC may, at its sole discretion, accept merchandise into an inventory account for sale to Members, and such merchandise will not be accepted and will be returned if damaged, tainted, or altered. Top Trading Partners, LLC is not responsible for the quality of merchandise, or any warranties.

The Member represents that any product it offers for sale through Top Trading Partners, LLC shall be free and clear from any lien or encumbrance. The Member represents that any product or service it offers for sale through Top Trading Partners, LLC shall comply with all applicable federal, state and local laws, rules and regulations.

With respect to any products or services purchased by the Member through Top Trading Partners, LLC. The Member recognizes that such items are produced and provided by others and not by Top Trading Partners, LLC or its affiliates.

Top Trading Partners, LLC makes no warranty either expressed or implied, by operation of law or otherwise, as to the merchantability or fitness for a particular purpose of such products or services, and the Buyer shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty. The sole and exclusive warranty made by the seller says that it has title to such products, free and clear from any lien or encumbrance. Other than set forth by above, products are sold “As is, where is”.

 

MEMBERSHIPS, RENEWALS and HOLDS

In the event the Member does not wish to renew its Top Trading Partners, LLC Membership on the yearly anniversary, a thirty (30) day written notice to Top Trading Partners, LLC is required. Otherwise, the Member's account will automatically be assessed and debited the annual renewal dues.

 

Any Member that chooses not to renew, or is terminated for any reason other than over-pricing, has ninety (90) days to spend any remaining trade credits for products and/or services offered by another Top Trading Partners, LLC Member. Failure to spend trade credits within ninety (90) days will constitute forfeiture of said trade credits. Any Member with an account in a trade deficit at the time of termination, or one that chooses not to renew their membership, agrees to pay any trade deficit amount in cash to Top Trading Partners, LLC within ten (10) days.

 

Top Trading Partners, LLC may terminate any account for any of the following reasons:

1. The Member is involved in unethical business practices.

2. The Member sells products and/or services for prices in excess of the prevailing cash price.

3. No sales or purchases are made on the Member’s account for six (6) months.

4. In the event of bankruptcy or insolvency of the Member or any personal guarantor of a Member.

5. A Member’s cash commissions, assessed fees, or Membership and renewal dues are not paid in full within ninety (60) days.

6. The Member’s account remains in a trade deficit for more than six (6) months.

Members may place their account on “HOLD” (not selling) by notifying the Top Trading Partners, LLC office under the following conditions:

1. Member’s trade account must not be in the deficit position.

2. Members must give notice in writing to their Top Trading Partners, LLC Trade Broker.

Trading privileges will only be granted to Members maintaining their cash commissions, assessed fees, and annual renewal dues on a current basis.

 

Any Top Trading Partners, LLC Member may terminate their account at any time as long as such account is current and not in a trade deficit.

 

BARTER CREDIT ALLOWANCE

Top Trading Partners, LLC Members may not exceed their current cash balance without making prior arrangements with Top Trading Partners, LLC. Top Trading Partners, LLC holds the right to charge $10.00 cash per month on any account in cash arrears. Members are required to reimburse Top Trading Partners, LLC in cash for any deficit amount made without per-authorization or purchases made without adequate trade credits.

At times, Top Trading Partners, LLC may offer the Member opportunities to earn trade dollars (or to discharge certain obligations to Top Trading Partners, LLC) through certain financial facilities, such as (but not limited to) the sale of future receivables, the sale of gift certificates and gift cards and the extension of credit terms. However, nothing set forth herein, or in any communication explaining the possibility that such financial facilities may be available, shall constitute the extension of an offer of same to the Member and there shall be no promise, express or implied, that the Member would qualify for such financial facility or that it would be made available to the Member. The right to extend such offers, and the right to accept the Member’s application for such offers, shall be deemed to be in the sole and exclusive discretion of Top Trading Partners, LLC and any such offer shall be deemed “conditional” until such time as there is a mutually-executed agreement among the parties regarding same.

 

GUARANTEES

Top Trading Partners, LLC will pursue new Members, businesses having products and/or services to satisfy the needs of its current Members. Top Trading Partners, LLC Members understand and agree that certain products and services that are in high demand may only be available for a limited time.

 

Top Trading Partners, LLC makes no representation, guaranty or promise (i) that at any given time the Member will have access to goods or services it desires and (ii) that particular businesses which were Members at the time the Member entered into its agreement Top Trading Partners, LLC will remain Members in good standing of the Top Trading Partners, LLC. Top Trading Partners, LLC shall use reasonable efforts to continue to solicit new businesses offering products and services which may be of interest to the Members. Top Trading Partners, LLC reserves the right in consultation with its Members to offer certain items on a limited basis only. Top Trading Partners, LLC is committed to providing only those products or services which the Members offering for sale can readily provide or make available; however, Top Trading Partners, LLC can make no representation, guarantee or promise of the availability of any good or service which the Member seeks to obtain from a fellow Member in the exchange network.

In the event of a violation by a Top Trading Partners, LLC the Member of any of the obligations contained herein, whereby Top Trading Partners, LLC must retain an attorney to enforce the obligations, the member agrees to pay attorney fees and costs incurred therein.

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1. PARTICIPATION IN THE EXCHANGE

1. 1. NATURE OF THE PARTIES

1. 1. 1.  Top Trading Partners LLC. operates an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of . or its designee at Top Trading Partners and through the medium of  Top Trading Partners LLC. Trade Dollars. Top Trading Partners LLC. functions as a clearinghouse for the transactions of the Network membership.

      2. Top Trading Partners LLC. regulates the Network. Top Trading Partners LLC. acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. Top Trading Partners LLC. may contract with others to provide all or part of such services.

      3. Members are a bona fide and legal business that desires to do business with other exchanges of the Network and hereby subscribes to  LLC.Top Trading Partners services. Members warrant that it is in compliance with all State, Federal, industry and professional laws and regulations.

      4. Top Trading Partners LLC reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.

      5. The signer of this agreement hereby acknowledges that they are over 18 years old.

1. 1. DISCLAIMER OF WARRANTY AND LIABILITY

 of Top Trading Partners no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold  Top Trading Partners, LLC.

1. 1. TAXES

Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is Top Trading Partners LLC. responsible to pay any taxes on behalf of any Members. Transactions involving Top Trading Partners LLC. Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and Top Trading Partners LLC. reports Top Trading Partners LLC. Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Members. Members agree to indemnify and hold Top Trading Partners LLC. harmless for any actions Top Trading Partners LLC. takes to comply with federal, state or provincial, and local laws.

1.  

1. ADMINISTRATION OF Top Trading Partners LLC. TRADE DOLLARS

1. 1. NATURE OF Top Trading Partners LLC. TRADE DOLLARS

1. 1. 1. Members' conduct transactions (purchases or sales of goods or services) using the Top Trading Partners LLC. accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of Top Trading Partners LLC. Trade Dollars.

      2. A " Top Trading Partners LLC. trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by Top Trading Partners LLC. . Top Trading Partners LLC. Barter Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Top Trading Partners LLC. Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither  Top Trading Partners LLC. nor Members shall consider Top Trading Partners LLC. Barter Trade Dollars as legal tender, securities, or commodities. Top Trading Partners LLC. disclaims any and all responsibility for the acceptance or negotiability of Top Trading Partners LLC. Trade Dollars or for the availability of goods or services from any source.

1. 1. LIABILITY FOR top Trading Partners LLC. TRADE DOLLARS

1. 1. 1. Members acknowledge that Top Trading Partners LLC. Trade Dollars in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that Top Trading Partners LLC. transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe Top Trading Partners LLC. Barter Dollars to The Members and are not the liability of Top Trading Partners, LLC. .

      2. Member  acknowledges and grants to Top Trading Partners LLC. the right and power to regulate and control the number of Top Trading Partners LLC. Dollars within the Network.

      3. Member grants to Top Trading Partners LLC. the right and power to borrow from the Network.

      4. Member is NOT authorized to sell Top Trading Partners LLC. Trade Dollars for cash.

 

1. SUSPENSION OR TERMINATION

1. 1. If Member violates this Agreement or the currently effective Policies and Procedures, Top Trading Partners LLC. may immediately terminate Members' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, Top Trading Partners LLC. may reinstate Members or unfreeze Members' accounts.

   2. Either party may terminate this Agreement upon seven (7) days notice to the other party. Upon termination:

1. 1. 1. All cash and Top Trading Partners LLC. Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.

      2. Any Members with a negative account balance (where purchases exceed sales) must balance their account with Top Trading Partners LLC. Trade Dollars within thirty days of termination date. After a thirty day period, Members must immediately pay Top Trading Partners LLC. any remaining negative balance in cash.

      3. Any Member Exchange with a positive balance (where sales exceed purchases) must spend out their account within thirty days of termination. Top Trading Partners Service Fees must be paid prior to spending. Any trade dollars remaining after thirty days will become the property of Top Trading Partners LLC. .

      4. In the event that a termination by Top Trading Partners LLC. or Members is initiated and all cash fees due Top Trading Partners LLC. are current, Top Trading Partners LLC. and the MembersTrade Balance is not negative Top Trading Partners LLC. will export the current Membership contact information, Payments made, W9 and Buy and Sell transactional data (into an ASCII / CSV format) of the Members.

 

1. Non Disclosure and Confidentiality and Top Trading Partners LLC. Proprietary Information

1. 1. Top Trading Partners LLC. agrees that all information provided by Members is Member's proprietary information. Member's private information, member information, and transactional data will not be shared with other Members unless necessary to operate the system or complete a financial transaction in the Top Trading Partners LLC. system or as required by law.

   2. Members agree that all information provided by Top Trading Partners LLC. is Top Trading Partners LLC. proprietary information or the proprietary information of other Members  using Top Trading Partners LLC.. Top Trading Partners LLC. private information or the private information of other Members using Top Trading Partners LLC., member information, and transactional data will not be shared by Members with anyone unless necessary to operate the system or complete a financial transaction in the Top Trading Partners LLC. system or as required by law.

   3. Members agree to access software provided by Top Trading Partners LLC. gives Members access to Top Trading Partners LLC. Proprietary Information.

   4. Members agree that giving software providers or developers access to Top Trading Partners LLC. system software Site Manager creates a financial obligation of $100,000.00 USD from Members to Top Trading Partners LLC..

   5. Members agree use of Top Trading Partners LLC. system software gives Members valuable information into the software requirements of Top Trading Partners LLC. system software. Members agree not to create, participate in the creation of software relating to top Trading Partners LLC. while using Top Trading Partners LLC. software and for a period one (1) day less than one (1) year after termination of use of Top Trading Partners LLC. software. Members agree that violation of this creates a financial obligation of $100,000.00 USD from Member Exchange to Top Trading Partners LLC..

 

1. FEES

1. 1.  

1. 1. 1. Use of this system is considered acceptance of this agreement by the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.

      2. I hereby authorize Top Trading Partners LLC. to initiate automatic debits and/or credits to my account using any Credit Card on file per the Agreements I have with Top Trading Partners LLC.. I also authorize Top Trading Partners LLC. to make deposits or withdrawals to this account in the event that a debit or credit entry is made in error.

      3. This agreement to use any Credit Card on file will remain in effect until Top Trading Partners LLC. receives a written notice sent Registered or Certified Mail of cancellation from me allowing fourteen days (14 days) to process my request, or until my account has a zero balance with Top Trading Partners LLC..

 

1. 1. MISCELLANEOUS

1. 1. 1. LEGAL REQUIREMENTS

Member Exchange shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. Top Trading Partners LLC. shall not be responsible for any failures on the part of Members to comply with such laws and regulations. Members agree not to hold Top Trading Partners LLC. liable for any action Top Trading Partners LLC. takes to comply with applicable laws or regulations.

1. 1. 1. NO WAIVER OF RIGHTS

Top Trading Partners LLC. 's failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Top Trading Partners  LLC. 's remedies are cumulative and are not exclusive of any remedies provided by law.

1. 1. 1. SEVERABILITY; 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 outlined in this Agreement or the Policies and Procedures. If legal action must be taken by Top Trading Partners LLC. , Members shall pay top Trading Partners LLC. reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.

1. 1. 1. DISSOLUTION

If top Trading Partners LLC. terminates or otherwise ceases to do business, all Members in a negative Top Trading Partners LLC. The Trade Dollar position will pay amounts they owe in Trade Dollars into a fund. The fund, less expenses, will be distributed pro rata to all Members who are in a positive Top Trading Partners LLC. Trade Dollar position. Top Trading Partners LLC. is not liable to any Member's for cash or Top Trading Partners LLC. Trade Dollars beyond the distribution of such funds.

1. 1. 1. SECURITY INTEREST

Members hereby grant Top Trading Partners LLC. a security interest in all Trade Dollars in Members' account for the amount of all unpaid cash fees. If Members become insolvent or bankrupt all cash fees shall be due and payable in full. Top Trading Partners LLC. shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if Top Trading Partners LLC. does receive all of its cash fees in full, Top Trading Partners LLC. shall reinstate the Trade Dollars to the Members' account.

1. 1. 1. WARRANTY OF INFORMATION

Members warrant that it provides all information to Top Trading Partners LLC. in good faith and that such information is accurate to the best of Members' knowledge.

1. 1. 1. FAX & EMAIL SIGNATURES

Top Trading Partners LLC. will, and Members agree that Top Trading Partners LLC. may, accept a faxed or e-mailed signature as an original, legal signature.

1. 1. 1. ENTIRE AGREEMENT

Members acknowledge that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Members Application, this Agreement and the Policies & Procedures.

1. 1. 1. NO WAIVER OF RIGHT

Top Trading Partners LLC. 's failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Top Trading Partners LLC. 's remedies are cumulative and are not exclusive of any remedies provided by law.

1. 1. 1. INDEMNIFICATION

Members AGREES TO HOLD HARMLESS AND INDEMNIFY Top Trading Partners LLC. , IT'S  AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM Members' PARTICIPATION IN ANY OF Top Trading Partners LLC. 's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.

1. 1. 1. JUDGMENT SETTLEMENT

In the event of a dispute between  Top Trading Partners LLC.  and Member  resulting in a judgment entered on behalf of the Members against  Top Trading Partners LLC. , Member Exchange agrees that  Top Trading Partners LLC. Shall have the right to satisfy said judgment in  Top Trading Partners LLC.  trade dollars.

1. 1.  

1. 1. APPLICABLE LAW

1. 1. 1. This agreement shall in all respects be construed under the laws of the State of  Mo .

      2. Top Trading Partners LLC. reserves the right to choose Binding Arbitration by the Arbitrator of its choice or Litigation at its sole desecration.

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