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Terms Of Service

This The Commerce Guild Business (TCG) Services Agreement (Agreement)

describes the terms and conditions applicable to use of The Commerce Guild (as defined below). Each Client or potential Client should carefully read the terms and conditions of this Agreement, all of which a Client must accept and agree to before joining The Commerce Guild. If you (the Client) buy or sell, or offer to buy or sell, goods or services on, in or through The Commerce Guild, you are thereby accepting and agreeing to all of the terms of this TCG Services Agreement, as amended from time to time. If you disagree with or cannot comply with any of the terms of this Agreement, you may not use The Commerce Guild.

The Commerce Guild Terms of Services Agreement: This Agreement is made by and between The Commerce Guild, Inc. (TCG) and you (the Client). This Agreement describes the terms and conditions applicable to use of The Commerce Guild by Client and by Clients Authorized Users. Client acknowledges that TCG has provided Client with a copy of this Agreement, either by providing Client with a hard copy of this Agreement or by directing Client to a website on which this Agreement is posted. Client and each Authorized User have had an opportunity to discuss this Agreement before making transactions through The Commerce Guild. By making, or attempting to make, a transaction through The Commerce Guild, Client agrees that it will be deemed to have accepted and agreed to the terms of this Agreement, even though Client may not have signed this Agreement.

1. Nature of The Parties 1.1. TCG acts as a Clearinghouse and third-party record keeper of Trade and/or Discount-Customer Loyalty Rewards Transactions among Clients of The Commerce Guild. Clients comprise an association of individuals, sole proprietors and companies that trade or sale for cash discounts their products and services in accordance with the terms and conditions set forth in this Agreement. TCG may, at its sole discretion, institute or engage in trading and/or Discount-Customer Loyalty Rewards on its own behalf within The Commerce Guild, and TCG may borrow ETVs and/or FBDs and spend them within The Commerce Guild. TCG does not give any assurance (i) that goods or services listed on The Commerce Guild will remain available at the time any Client requests to make an offer or offers to purchase such goods or services or (ii) that any such goods or services will remain available on the terms listed. 1.2. TCG contracts with independent contractors for the provision, by these contractors, of Client support or brokerage services associated with operation of The Commerce Guild. These independent contractors operate from business locations other than from TCGs sole corporate office in Nevada, and function as independent business entities. Such contractors are not employees of TCG, and their authority to bind TCG is strictly limited by applicable policies and contractual obligations that are binding on such contractors.

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2. Nature of ETV's and/or FBD's

2.1. The term "ETVs or ETV" 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 Clients of The Commerce Guild. ETVs are not legal tender, securities, or commodities, are not an obligation of TCG, and cannot be redeemed for cash or legal tender. In no event shall TCG be required to refund, redeem or pay any amounts to any Person for any ETVs, or allow conversion or liquidation of ETVs into cash or legal tender. Except as otherwise expressly approved by TCG in advance and in writing, ETVs shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Clients in any way, directly or indirectly, except as required for: The bona fide trading of goods or services through The Commerce Guild, The payment of Fees, or A Credit Line expressly authorized by TCG, in each case in accordance with this Agreement and all rules and policies established by TCG. TCG disclaims any responsibility for the negotiability of ETVs.

2.2. Sale, or attempted sale, of any ETVs outside of The Commerce Guild for US Dollars, other national currency, or another trade exchanges trade units, is strictly prohibited, and shall be grounds for immediate termination of account by TCG, without further notice to or recourse by Client. 2.3. For purposes of trading and record-keeping within The Commerce Guild, one TCG Dollar shall be assigned a value equivalent to one United States Dollar, and may be denominated as ETV$1.00.

2.3 The Term FBDs or FBD 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 discounted final cash purchase price of goods or services among Clients of The Commerce Guild. FBDs are not legal tender, securities, or commodities, are not an obligation of TCG, and cannot be redeemed for cash or legal tender. In no event shall TCG be required to refund, redeem or pay any amounts to any Person for any FBDs, or allow conversion or liquidation of FBDs into cash or legal tender. Except as otherwise expressly approved by TCG in advance and in writing, FBDs shall be transferable, and shall be transferred, assigned, pledged or hypothecated by Clients in any way, directly or indirectly, except as required for: The bona fide discount cash purchases of goods or services through The Commerce Guild businesses. TCG disclaims any responsibility for the negotiability of FBDs.

2.4. Sale, or attempted sale, of any FBDs to anyone outside of The Commerce Guild client base for US Dollars, or other national currency, is strictly prohibited unless said company/individual is willing to become a client of the TCG systems. Otherwise this shall be grounds for immediate termination of account by TCG, without further notice to or recourse by Client.

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3. Client Eligibility. Only individuals and businesses that have met TCGs qualifications, and authorized persons designated by such businesses, may trade or do discount purchasing through The Commerce Guild. Individuals or businesses that are not qualified may not use TCGs services. TCG reserves the right to exclude any person, business, Client and/or any Authorized User at any time for any lawful reason. A Client may enter into Trade and/or Discount-Customer Loyalty Rewards Transactions through The Commerce Guild only through Authorized Users. Authorized Users are permitted to enter into Trade and/or Discount-Customer Loyalty Rewards Transactions through The Commerce Guild only if the applicable Client and such Authorized Users has agreed to the terms of this Agreement. Clients 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 Client to be subject to this Agreement. TCG may require, at any time, that each Client provide TCG a valid credit card, debit card, checking account routing and transit number information, or other guarantee of payment of fees. Client and each Authorized User acknowledges and accepts that in providing access to The Commerce Guild, TCG has relied upon such Person's agreement to be bound by the terms of this Agreement.

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4. Conduct of Transactions

4.1. Legal Right to Sell Listed Goods. Clients shall list on The Commerce Guild only such goods and services that Client has the right to sell on, in or through The Commerce Guild.

4.2. Listings. All listed items must be listed in an appropriate category. TCG reserves the right to remove any Listing of a Client from The Commerce Guild and/or to change its location in The Commerce Guild. All Listings of a Client must comply with TCG’s Listing Policy. Clients are not permitted to in any way manipulate, alter, interfere with or otherwise affect another Client'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 Client’s responsibility to determine the legality of Client’s promotion. If TCG finds that a promotion is illegal, then that promotion will be deleted.

4.3. Process for Trade and/or Discount-Customer Loyalty Rewards Transactions. Trade and/or Discount-Customer Loyalty Rewards Transactions through The Commerce Guild must be concluded between Clients in the following manner: A buyer must always identify himself to a seller as a TCG Client prior to purchasing goods or services from that seller through The Commerce Guild by presenting his/her TCG Card or if by email or phone indicate this is a TCG transaction. Before requesting an authorization from TCG of a Trade and/or Discount-Customer Loyalty Rewards 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 The Commerce Guild. Buyer and seller may use pre-printed or computer-generated sells forms as established by the normal business practices to memorialize their transaction, if they wish to do so. Copies of any such written indicia of sale or Settlement should be maintained in Seller’s business records. After the seller Settles the sale/purchase, the seller must request authorization from TCG for the Trade and/or Discount-Customer Loyalty Rewards Transaction either by (i) contacting the local TCG office, or (ii) calling our 24-Hour Automated Telephone Authorization Program, toll free (within the US) at 1-866-884-7733, or (iii) using the TCG swipe terminal. In any case, the seller shall require a personal identification number (PIN) or password to access the authorization system, and will be required to provide the number of the Account associated with the buyer, the number of the Account associated with the seller and the purchase/sale price denominated in ETV’s. ETV’s or FBD’s will be transferred from the Account associated with the buyer to the Account associated with the seller only if the Automated Authorization Program or the local TCG office has granted an authorization number for the Trade and/or Discount-Customer Loyalty Rewards Transaction. After an authorization number is granted, a period of up to one full business day may elapse before the seller’s account is credited, to permit time for internal review and controls. If the buyer disputes the transfer of the ETV’s from the Account associated with the buyer, it must notify TCG within the time periods set forth in Section 28, and such Disputes shall be resolved in accordance with Section 28 of this Agreement. Buyer and Seller both receive email confirmation of any transaction shortly after the transaction has been approved.

4.4. Authorization by TCG. TCG will not effect a transfer of any ETV’s or FBD’s from the Account associated with the buyer or to the Account associated with the seller in connection with a Trade and/or Discount-Customer Loyalty Rewards Transaction, unless such Transaction was first authorized by TCG and given an authorization number. TCG 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 FBD’s or ETV’s or Credit Line available for the purchase, The buyer or the seller (or the Account associated with such Person) is not a Client in good standing, TCG 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), A check provided by (or on behalf of) either the buyer or the seller during the processing of Fees is returned for insufficient funds (NSF), or for any other lawful reason. Notwithstanding the foregoing, TCG has no obligation to evaluate the lawfulness of any transaction conducted through The Commerce Guild.

4.5. Transfer of FBD’s or ETV’s. Client and each Authorized User understands and agrees that upon authorization from TCG, the amount of FBD’s or ETV’s constituting the agreed upon purchase price is charged (debited) to the purchaser, and credited to the seller. A period of up to one full business day may elapse before the seller’s account is credited, to permit time for internal review and controls. Generally all transactions within the TCG system are “real-time” but TCG at its sole discretion may postpone the transfer of any FBD’s or ETV’s for a period of up to one full day.

4.6. Safe Buying. The Client bears sole responsibility for the authentication of the identity of any Person the Client may trade or do a discount-customer loyalty rewards transaction with. Because authentication is difficult, particularly on the Internet, TCG cannot and does not confirm any Person's purported identity. Clients should communicate directly with potential partners and establish their own standards for identity authentication.

4.7. Release. Because TCG is not involved in any actual transaction between Clients, or between a Client and a Third Party on, in or through The Commerce Guild, in the event that any Client has a Dispute with one or more other Clients or with one or more Third Parties, such Client releases TCG (and TCG’s 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. No Key Word Spamming. Listings that include unrelated key word terms used in effort to gain unfair exposure for seller's good or service is not permitted and will be deleted.

4.9. 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 on The Commerce Guild Links to other online trade exchanges Links to sites offering the same merchandise for cash, or for the same or lower price

4.10. No Control Over Client and Third-Party Information. TCG is not responsible for, and does not control, represent or endorse the accuracy, reliability, integrity or legality of any Information provided by Clients and Third Parties available on, in or through The Commerce Guild, including Information that is transmitted on behalf of Clients by TCG contractors or employees. Clients and Third Parties are solely responsible for their respective Information. Clients may find other Clients' or Third Parties' Information to be offensive, harmful, inaccurate or deceptive. Clients should use caution, common sense and practice safe trading when using The Commerce Guild. There may also be, and Client accepts full responsibility for, any risks associated with dealing with foreign nationals and Persons acting under false pretense.

4.11. No Right to Stop Payment. Neither the buyer nor the seller has the right to stop any payment about to be made to TCG or the seller in respect of any Trade and/or Discount-Customer Loyalty Rewards Transaction once it has been authorized by TCG. A Trade and/or Discount-Customer Loyalty Rewards Transaction relating to any offer to purchase goods or services through The Commerce Guild is deemed completed upon transfer of the relevant ETV’s or FBD’s to the Account associated with the seller. Client is obligated to pay to TCG all Fees arising from a Trade and/or Discount-Customer Loyalty Rewards Transaction even if the buyer refuses to take delivery or rejects goods after a Trade and/or Discount-Customer Loyalty Rewards Transaction is authorized by TCG.

4.12. Implied Terms of Sale. The terms of sale, and terms of delivery, of goods or services in any transaction through The Commerce Guild are to be negotiated between the buyer and the seller. To the extent that a buyer and seller do not explicitly agree to particular terms of sale or delivery, Client agrees that the provisions of Art. 2 (Sales) of the Uniform Commercial Code, as codified in the Delaware Uniform Commercial Code Section 2-101 et seq ., shall apply to all sales of goods through The Commerce Guild. Client also agrees that the provisions of Art. 2 (Sales) of the Delaware Uniform Commercial Code shall be implied in any agreement to provide services.

4.13. Consent to Receive Electronic Mail from TCG . Client hereby expressly consents to receipt from TCG (or from its independent contractors, parent or subsidiaries) of electronic mail messages containing information promoting the sale, lease, or other disposition of goods or services made available through The Commerce Guild, or containing information regarding the operation of The Commerce Guild.

4.14. Right to Escrow Funds. Notwithstanding any other provision of this Agreement, TCG, at its sole discretion, may allow a buyer and a seller to use the following escrow procedure for a Trade and/or Discount-Customer Loyalty Rewards Transaction: Each of the buyer and the seller must submit a request to the broker assigned to the Account, requesting use of the escrow procedure, specifying the amount subject to the escrow, and specifying the agreed-upon maximum escrow period.

If and when TCG grants such request, the amount of ETV’s or FBD’s that the buyer and the seller agree to place in escrow will be "set aside," either by placing the Dollars into a separate Escrow Account or by placing them beyond use in a Client account Until the seller Settles the sale/purchase or the escrow period (if any) expires (whichever is earlier), such amount will not be credited to Authorized Users of the Account associated with the buyer for use in other Trade and/or Discount-Customer Loyalty Rewards Transactions. Similarly, such amount will not credited to the Account associated with the seller, and therefore will not be available to Authorized Users of the Account associated with the seller for use in other Trade and/or Discount-Customer Loyalty Rewards Transactions. The seller must notify TCG after it has settled the sale/purchase. TCG will then notify the buyer to confirm Settlement. Upon confirmation from the buyer, TCG will transfer the amount of ETV’s or FBD’s "set aside" to the Account associated with the Seller. If the escrow period expires prior to Settlement by the seller, the amount of ETV’s "set aside" will be returned to the buyer and will again be available to Authorized Users of the Account associated with the buyer for use in other Trade and/or Discount-Customer Loyalty Rewards Transactions.

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5. Trading with Clients of Affiliated Independent Trading Systems. TCG is affiliated with a number of independently owned and independently–operated trading systems, which Client may on occasion have access to through The Commerce Guild. These other trading systems are located throughout the world. Transactions through TCG between Client and a client of one of these independent but affiliated trading systems are subject to TCG policies and to trade restrictions and trading quotas that exist between trading systems, which may change over time.

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6. Client’s Account

6.1. General. TCG is not a bank. The Account Balance is denominated solely in ETV’s or FBD’s. The Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or other such government or quasi-governmental agency. All ETV’s or FBD’s generated by Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by Client will be commingled in the Account, and can be used (i) by Client (or any Person using an Authorized User's TCG Codes) as buyers in other Trade and/or Discount-Customer Loyalty Rewards Transactions, (ii) by TCG to set-off any amounts (including, but not limited to, Fees) denominated in ETV’s or FBD’s owed by Client under this Agreement, (iii) by TCG to reduce any negative Account Balance arising from Trade and/or Discount-Customer Loyalty Rewards Transactions previously entered into by Client (or any Person using an Authorized User's TCG Codes), regardless of whether the ETV’s used were generated by the same Person. TCG will not pay interest on positive Account Balances and does not guarantee that there will be adequate TCG Dollar reserves to cover all outstanding claims against The Commerce Guild.

6.2. Positive and Negative Balances. A positive Account Balance (i.e. a credit balance) denotes the right of Client to purchase goods and services offered by other Clients willing to accept ETV’s or FBD’s in payment for those goods and services. A negative Account Balance (i.e. a debit balance) creates an obligation on the Client to sell goods or services to other Clients to the extent of the TCG Dollar deficit. In the event Client cannot, over a period of one hundred eighty (180) consecutive days, generate sufficient ETV’s or FBD’s through Trade and/or Discount-Customer Loyalty Rewards 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), Client agrees to pay TCG an amount equal to one U.S. Dollar ($1.00) per TCG Dollar.

6.3. Restrictions. TCG may, in its sole discretion: Restrict use of ETV’s or FBD’s deposited in the Account for a Trade and/or Discount-Customer Loyalty Rewards Transaction for a period of time after the completion of such Trade and/or Discount-Customer Loyalty Rewards Transaction and thereafter pending resolution of any Dispute regarding such Trade and/or Discount-Customer Loyalty Rewards Transaction, Modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Client; Require escrow, vesting or other procedures before the Client can use ETV’s or FBD’s in the Account, or Cancel, freeze and/or otherwise restrict sales or purchases or the use of ETV’s or FBD’s in the Account by the Client in connection with a Default by Client (see Section 24).

6.4. Inactivity. An Account will be considered abandoned if Client has not entered into a Trade and/or Discount-Customer Loyalty Rewards Transaction over any period of one hundred eighty (180) consecutive days. TCG may, at its sole discretion, terminate an abandoned Account in accordance with Section 25 (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 Client will not receive any value for such positive Account Balance. If the Account has a negative Account Balance at the time of termination, Client agrees to pay TCG an amount equal to one U.S. Dollar per TCG Dollar owed as per Section 25.

6.5. Security Interest. Client hereby grants TCG a security interest in all ETV’s or FBD’s credited and to be credited to the Account to secure the amount of all unpaid Fees and other obligations to TCG (whether payable in ETV’s or FBD’s or U.S. Dollars) of Client and/or any Authorized User.

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7. Special Offers and Promotions. From time to time, TCG may, in its sole discretion, make special offers and promotions, such as reduced fees, discounts, incentives or other benefits, available to all or some Clients 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. TCG also may enter into contracts with third party providers of particular goods or services whereby these providers agree to offer their goods or services to TCG Clients through The Commerce Guild in exchange for payment from Clients partially in the form of US currency and partially in the form of ETV’s or FBD’s. TCG, at its sole discretion, may designate such providers as the exclusive provider of particular classes of goods or services within The Commerce Guild and prohibit other Clients from trading such classes of goods or services during any period of exclusivity granted to the third party provider.

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8. Credit Lines and TCG Dollar Advances

8.1. TCG may, but is not obligated to, extend a Credit Line to the Account on terms and conditions as determined by TCG in its sole discretion. Clients shall not permit any negative Account Balance to exceed the Credit Line at any time. TCG may, in its sole discretion and without liability to Client 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 TCG has set from time to time, or Require that Client immediately pay in full an amount in U.S. Dollars equal to the excess of the negative Account Balance over the Credit Line, even if such excess results solely from a reduction in the Credit Line.

8.2. Client 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 and over-limit fees) in accordance with our Fee Policy, Fee Schedules, and our credit and billing policies.

8.3. Any Account in arrears over ninety (90) days in Fees due may have any Credit Line immediately revoked by TCG 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 shall become immediately due and payable in an amount equal to one U.S. Dollar per TCG Dollar owed.

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9. Compliance with Policies and Laws.

9.1. Client and each of its Authorized Users shall adhere to all of TCG’s rules and policies, as amended from time to time, posted on the TCG Site or otherwise provided to such Client, including the following:

TCG Privacy Policy . As stated in our Privacy Policy, TCG may change its Privacy Policy from time to time and such changes shall become effective after TCG provides Clients with at least fourteen (14) days notice of such changes either in writing or by posting the changes on the TCG Site. If a Client or any of its Authorized Users use The Commerce Guild following such notification, it will mean that the Client has agreed to the change. The TCG Privacy Policy is available by request from TCG, and may be viewed online at: www.TCGnsider.com/PrivacyPolicy.pdf

TCG Fee Policy . TCG may change its Fee Policy from time to time by notifying our Clients of such changes either in writing or by posting the changes on the TCG Site. Changes to the Fee Policy that waive, decrease or suspend Fees shall become effective immediately after TCG provides such notice. Changes to the Fee Policy that increase Fees or impose new Fees shall become effective fourteen (14) days after TCG provides such notice. If the Client or any Authorized User transacts (or attempts to transact) business through The Commerce Guild after the effective date of the change or if any person uses such Client’s Codes, it will mean that the Client 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 Client 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 Client.

TCG Prohibited and Restricted Items Policy. The TCG Prohibited and Restricted Items Policy, as amended from time to time, is incorporated herein by reference. This Policy is available upon request from TCG, may be viewed online at: http://www.theguildexchange.com//restriction_posting_item_service.html .

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 TCG from time to time by notifying Clients of such changes either in writing or by posting the changes on the TCG Site. Such changes shall become effective immediately after TCG provides such notice.

In addition, TCG shall have the right to establish, and each Client and Authorized User agrees to abide by, general policies and rules concerning use of The Commerce Guild. 9.2. Client 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: Listings and other Information of the Client or such Authorized User, The buying and selling of goods and services by the Client or such Authorized User on, in or through The Commerce Guild, Other uses of The Commerce Guild by the Client or such Authorized User, and The payment of Fees to TCG associated with the above. TCG is not responsible in any way for ensuring such compliance. The Client 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 The Commerce Guild) that, by paying the associated Fees to TCG, could cause TCG to violate any such applicable laws, regulations, ordinances, rules, and standards, or that are otherwise illegal using The Commerce Guild. If The Commerce Guild does not provide adequate facility or features for the Client or any Authorized User to comply with all such applicable laws, regulations, ordinances, rules, and standards, then such Client or Authorized User shall not use The Commerce Guild to offer to sell or buy, or sell or buy, the relevant goods or services. Without limiting the generality of the foregoing, the Client and each Authorized User acknowledges and agrees that TCG is not an importer or exporter of any goods or services sold internationally on or through The Commerce Guild and that: Client will not export from the United States any good, service or technology listed or otherwise offered on, in or through The Commerce Guild in violation of U.S. law, rules or regulations, In connection with each of Client’s Listings and other offers to sell or purchase, and sales and purchases of, goods and services on, in or through The Commerce Guild, Client shall be solely responsible for ensuring full compliance with, and Client 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 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).

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10. No Avoidance of Fees. The Client and each Authorized User agrees:

Not to conclude a transaction with another party outside The Commerce Guild if the respective goods or services have been listed on The Commerce Guild, or Client has identified and/or engaged in negotiations with such party with regard to the respective transaction on or through The Commerce Guild, and

Not to engage in any other practice for the purpose of avoiding or reducing Fees. If the Client or any of its Authorized Users concludes a transaction outside of The Commerce Guild in violation of this Section, such Client shall be liable to TCG for all Fees avoided and shall be subject to additional sanctions, including termination of access to The Commerce Guild or the Account.

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11. Fair Market Value Pricing of Goods and Services Traded Through Network

11.1. Goods and services listed on The Commerce Guild must be priced in ETV’s or FBD’s (denoted as “ETV’s or FBD’s”). The value of ETV$ or FBD 1.00 is equivalent to $1.00 US Dollar (denoted as "US$" or "cash"). All goods and services shall be listed for sale at an ETV’s or FBD’s price equal to the Client's prevailing cash price (e.g. an item that normally sells for US$99.95 cash must be listed at ETV$99.95 on The Commerce Guild).

11.2. TCG reserves the right to request documentation supporting a Client's ETV or FBD 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 ETV or FBD listed price may result in the deletion of the Client's Listings from The Commerce Guild.

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12. No Warranty or Guarantee

12.1. TCG is not a guarantor of any Trade and/or Discount-Customer Loyalty Rewards Transaction. TCG (and its independent contractors, parent and subsidiaries) do not guarantee, warrant, or make any representation regarding any of the following: The quality, quantity, delivery, value, condition, safety, legality, merchantability, fitness for a particular 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 The Commerce Guild by a Client or Third Party; The accuracy, reliability, or integrity of any information provided to TCG by a selling Client or Third Party and disseminated by TCG on behalf of that selling Client or Third Party; The ability of any selling Client or Third Party to sell goods or services; The availability of goods or services within The Commerce Guild, or the ability of any buying Client or Third Party to buy goods or services; The volume of business that any Client will derive from participation in The Commerce Guild or through use of ETV’s or FBD’s; The value of ETV’s or FBD’s or of the future existence or viability of The Commerce Guild. That there will be adequate TCG Dollar reserves to cover all outstanding claims in The Commerce Guild. That the Client will be satisfied with the selection of products or services offered through The Commerce Guild at any given time, or with the prices for such products or services. The accuracy, reliability, integrity or legality of any offer, proposal, statement, data, opinion, or other content displayed or distributed through The Commerce Guild.

12.2. Whenever any Client either makes an offer to enter into or enters into a Trade and/or Discount-Customer Loyalty Rewards Transaction through The Commerce Guild, such Client acknowledges that: The sole parties to any such Trade and/or Discount-Customer Loyalty Rewards Transaction are the selling Client, on the one hand, and the buying Client or Third Party involved, as applicable, on the other hand, and not TCG (unless explicitly designated as such by TCG), Each Trade and/or Discount-Customer Loyalty Rewards Transaction is entered into voluntarily, and incurs normal risks associated with any business transaction, and Each Client will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into such Trade and/or Discount-Customer Loyalty Rewards Transaction.

12.3. 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 28), buyer’s only recourse shall be against the seller, and not against TCG or against TCG’s parent, subsidiaries, or independent contractors.

12.4. 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 The Commerce Guild, TCG may at its sole option act as buyer’s agent for submitting claims to the bankruptcy or receivership estate, but TCG shall have no obligation to do so, nor shall TCG 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 TCG, its parent, subsidiaries, or independent contractors.

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13. Trading oe Frequent Buyer Dollar System Deficits and Adjustments

13.1. As set forth in Section 6.2, a “positive” or “credit” balance in a Client’s Account denotes the right of Client to purchase goods or services offered by other Clients through The Commerce Guild using ETV’s or FBD’s. A “negative” or “debit” balance in Client’s Account creates an obligation on Client to sell goods or services to other Clients to the extent of the deficit. A negative account balance represents an obligation by the Client to other Clients of The Commerce Guild, and is not a liability of TCG (which is the facilitator of trading within The Commerce Guild). Notwithstanding the above obligations of Clients within The Commerce Guild, it is possible that accounting imbalances will arise within a local TCG trading system or within The Commerce Guild as a whole, causing certain geographic components of The Commerce Guild trading system, or the entire The Commerce Guild trading system, to develop a net imbalance or deficit condition.

13.2. TCG may from time to time engage in activities on behalf of all Clients to maintain the value of ETV’s or FBD’s, including but not limited to 1) engaging in programs to generate TCG Dollar revenue, where the resulting revenue will be allocated to each Client in The Commerce Guild in conjunction with equal write-offs of said revenue (a zero sum transaction for the Client), or 2) purchasing inventory on behalf of the trading system as a whole for the purpose of stimulating trading. Client acknowledges that these trading system support transactions may occur, and consents thereto. These activities shall not be considered to be Trade and/or Discount-Customer Loyalty Rewards Transactions for purposes of fee calculations or activity reporting.

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14. Dissolution of Trading or Frequent Buyer Dollar System. In the event that The Commerce Guild ceases operating as a facilitator of Trade and/or Discount-Customer Loyalty Rewards Transactions between its Clients (or during any period in which The Commerce Guild is in the process of winding up its operations or is subject to receivership or protection of bankruptcy) TCG (or The Commerce Guild) may delay payment of trade credit or Frequent Buyer Dollar balances for a reasonable period of time during which it will attempt to collect the US Dollar equivalent of as many outstanding trade or Frequent Buyer Dollar debit balances as practicable from Clients. When, in the sole discretion of TCG, a reasonable share of outstanding trade or Frequent Buyer Dollar debit balances have been collected from Clients, these collected funds will be used first to pay the wind-up expenses of The Commerce Guild, and thereafter will constitute a fund from which then-outstanding trade or Frequent Buyer Dollar credit balances will be paid on a pro rata basis from this fund to Clients holding trade or Frequent Buyer Dollar credit balances. Other than the foregoing winding-up process, neither TCG, The Commerce Guild, nor any shareholder of The Commerce Guild, Inc., shall have any liability to compensate Clients or Clients of The Commerce Guild, or any third party beneficiaries, in any way for their trade or Frequent Buyer Dollar credit balances in the event of any dissolution or winding-up of The Commerce Guild.

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15. Fees for TCG Services

15.1. The Commerce Guild operates on a fee basis. Particular Fees are denominated in, and payable in, either ETV’s or FBD’s or U.S. Dollars (as specified in the relevant statement of applicable Fees). Applicable fees are described both in: 1) this Section, and 2) any TCG Client Application signed by the Client, as amended from time to time by any separate statement of applicable transaction fees delivered to the Client by TCG, the most recent in time of which is incorporated herein by reference. Fees applicable to a particular Client may be amended prospectively at any time by TCG, at is sole discretion, by delivering a revised statement of applicable Fees to Client by U.S. Mail, by electronic mail, or by such other means as are reasonably calculated to provide actual notice.

15.2. Transaction fees arising from a Trade and/or Discount-Customer Loyalty Rewards Transaction are imposed at the time such Trade and/or Discount-Customer Loyalty Rewards Transaction is deemed completed pursuant to the terms of this Agreement. If a Trade and/or Discount-Customer Loyalty Rewards Transaction is the subject of a Dispute that has been properly noticed pursuant to Section 28 of this Agreement, TCG will determine, in its sole discretion, whether any Fees relating to or arising from such Trade and/or Discount-Customer Loyalty Rewards Transaction should be reversed in part or at all, or whether any Fees arising from a Trade and/or Discount-Customer Loyalty Rewards Transaction are to be held in abeyance pending resolution of a Dispute. Client is liable for, and must pay all TCG Dollar- and U.S. Dollar -denominated Fees arising from or relating to Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by the Client, the Client’s Authorized Users, and any Person using the Client’s or the Client’s Authorized User's TCG Codes. TCG reserves the right to change its Fees or other charges from time to time and for any reason and thereby: Increase or decrease the Fees, Establish and charge new Fees for services provided for some or all of our Clients, or Temporarily or permanently waive, decrease or suspend Fees for all or some of our Clients.

15.3. On any Trade and/or Discount-Customer Loyalty Rewards Transaction negotiated for partial cash payment by prior agreement between the buyer and the seller, the parties shall pay TCG Trade and/or Discount-Customer Loyalty Rewards Transaction Fees on the cash as well as the trade portion of such Trade and/or Discount-Customer Loyalty Rewards Transaction.

15.4. All Fees are in payment for services rendered by TCG in connection with processing Client into The Commerce Guild, operating The Commerce Guild (including the Clearinghouse and brokerage functions), administering the Policies, maintaining records and facilitating Clients’ use of The Commerce Guild.

15.5. Client agrees to pay TCG the full amount of Fees due no later than fifteen (15) days of issuance of the monthly Statement of Account. In addition to any legal or contractual remedies TCG may have, TCG has the right to levy a late charge payable in ETV’s or FBD’s or U.S. Dollars on any past due negative Account Balance or U.S. Dollar Denominated Debt. Client agrees to waive all rights to usage of any positive TCG Dollar balance in Client’s Account and grants TCG the right to hold any such balance so long as any Fees remain overdue.

15.6. Any Client will be required to provide TCG a valid credit card number and/or direct debit of checking account within the US, and, in so doing, authorizes TCG to charge such credit card or direct debit account for all past or future Fees owed by that Client. Client will be responsible to notify TCG of any cards/accounts on file that have been lost, stolen, cancelled or changed, to provide a current valid account so that fees may be paid on a timely basis.

15.7. TCG may close any Account continuing in a delinquent status for three (3) consecutive months without notice. ETV’s or FBD’s 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 Client to TCG (regardless of any Credit Line in place at the time of account closure). The Account may be reestablished and the ETV’s or FBD’s returned to such Account if the Client pays TCG all outstanding Fees and the amount of monthly maintenance fees (minimum $25) that would have accrued during the period between account closure and re-establishment

15.8. TCG may, at its sole option, require advance payment of Fees.

15.9. Except as expressly provided above in this Section 15, all Fees are non-refundable, even if such Fees result from unauthorized use of a TCG Card, and even if the Client: Fails to complete or fulfill a Trade and/or Discount-Customer Loyalty Rewards Transaction with a buyer or seller, is dissatisfied with a Trade and/or Discount-Customer Loyalty Rewards Transaction, or Believes that it has been defrauded, unless seller does reversal of said transaction(s).

15.10. In addition to Fees or other charges set forth in any Client Application or other separate written statement of applicable transaction fees delivered to the Client by TCG, Client agrees to pay the following fees and charges:

Late Fees. All Fees set forth in a monthly Statement of Account are due within 15 days of issuance of the Statement of Account. In the event that cash fees are not paid by Client within the same calendar month in which the Statement of Account is issued, late charges of US$10.00 plus ETV$10.00 may be assessed each month thereafter until all overdue charges are paid in full.

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 ETV’s or FBD’s equal to one percent (1%) of the portion of the negative (deficit) balance on that day that is less than or equal to the Account’s approved credit limit.

Overdraft Charge. Any Account which exceeds its approved credit limit as of the close of business on the final business day of a calendar month shall have deducted from the Account Balance an amount of ETV’s or FBD’s equal to two percent (2%) of the entire negative (deficit) balance. Overdraft Charges are in addition to applicable Special Service Charges on Negative Balances.

Returned Check/Rejected Transaction Fee. A fee of Thirty US Dollars (US$30) will be assessed in the event that any direct debit authorized transaction or check is returned for insufficient funds, or any automatic clearing house (ACH) or credit card transaction is rejected.

Shipping and Handling Fees. In the limited situations where TCG itself is the seller of goods or through The Commerce Guild, it shall be the buyer’s responsibility to pay all shipping charges. When TCG sends scrip to a Client, the Client shall be responsible to pay all shipping charges. In transactions in which TCG is not the parties may negotiate a buyer or seller, responsibility for shipping charges. Absent other agreement, shipping charges shall be the responsibility of the buyer.

Research Fees. TCG reserves the right to charge a reasonable Research Fee if Client makes a special request that TCG perform extensive research on prior transaction history or similar matters.

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16. Authorization to transfer funds.

I hereby grant The Commerce Guild the right to utilize the information I provide online for effecting the transfer of funds in card to card or ACH to Card transfers. Said transfers can be effected by either myself, signing in to my TCG online account or by call the national TCG customer service center (877-THE GUILD).

16.1 ACH Funds or Card to Card Transfer Authorization: I authorize The Commerce Guild Inc. and/or its authorized agent(s) (“TCG”) toinitiate each single or regularly scheduled recurring transfer from the account and financial institution I have designated either by phone or in my online TCG UNBanking Center to the TCG card number(s) I designate. I agree that these directions to TCG to make a single or regularly scheduled recurring transfer are my authorization and consent to use this payment service. We (TCG) will provide the services that you have directed until such time as you revoke your directions.

You have the right to change or withdraw your authorization to continue. To change or withdraw your consent, please contact us at 1 -877-THE GUILD (843-4845)

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17. Taxes

17.1. Each Client must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to TCG before engaging in any trading or discount-customer loyalty rewards transactions through The Commerce Guild. By signing a Client application and/or engaging in any transaction through The Commerce Guild, CLIENT THEREBY DECLARES AND AFFIRMS THAT THE TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, SOCIAL SECURITY NUMBER OR OTHER APPLICABLE TAX IDENTIFICATION NUMBER) PROVIDED TO TCG IS THE CLIENT’S CORRECT TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, CORRECT SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER) AND THAT CLIENT IS NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) CLIENT IS EXEMPT FROM BACKUP WITHHOLDING, OR (B) CLIENT HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT CLIENT IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (C) THE IRS HAS NOTIFIED CLIENT THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.

17.2. All ETV’s earned from Trade Transactions are taxable. ETV’s are a means of satisfying an obligation. When TCG adds ETV’s to an Account, the seller has completed the earning process. Sellers must include in their reported income the value of the ETV’s that are added to their Account, even though they may not actually receive goods or services from other Clients until a later tax period.

17.3. Client is responsible for the reporting and payment of all applicable local, state and federal, and non-U.S. taxes that result from Trade and/or Discount-Customer Loyalty Rewards Transactions. Client is responsible for billing and collecting sales tax due from buyers. There are a number of different factors that determine Client’s total tax on sales. Because of this, TCG recommends that Client contact a tax consultant who is qualified to advise Client about tax ramifications of sales on The Commerce Guild.

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

17.5. Client agrees and affirms that TCG 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 TCG, Client agrees to hold TCG (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 TCG, in cash, upon presentment. Client shall, to the fullest extent permitted by law, indemnify and hold harmless TCG and all of 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 Client to comply with applicable tax laws.

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18. Statements of Account

18.1. TCG will, by e-mail or online viewing, postings on the TCG Site or other reasonable means, provide the Statement Contact with a Statement of Account approximately every month (the period covered by each Statement of Account will vary between 28 and 31 days), (i) when a Trade and/or Discount-Customer Loyalty Rewards Transaction entered into by the Client 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. TCG 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 with the exception of any designated company or individual email address entered by Primary contact in the email preferences section of their account. Failure to receive a Statement of Account will not relieve Client of its obligation to deliver goods or services to another Client or to pay any amount (in ETV’s or FBD’s or U.S. Dollars) that is due and payable to TCG or to another Client. 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 must notify his/her assigned TCG broker by mail, with a copy sent by mail to "Attention: Client Services Department, The Commerce Guild, 2885 E. Quail Ave, - Suite 200 – Las Vegas NV 89120” (or the address set forth on the Statement of Account) within thirty (30) days after the date of such Statement of Account. TCG will evaluate a claim within a reasonable time, but our initial response shall take no longer than fourteen (14) days. If the Statement Contact does not notify TCG as required, TCG is entitled to treat the relevant Statement of Account, and all entries and balances therein, as complete, correct and binding on the The Client in respect of such Statement of Account, entries and balances will release client, and TCG from all claims.

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19. Client Information

19.1. Requirements. Client agrees that all Information (including, but not limited to, Listings) provided by Client or its Authorized Users to TCG (“Client Information”): Shall not be not false, inaccurate or misleading, Shall 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, 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, 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, Shall not create any liability for TCG or cause TCG to lose (in whole or in part) the services of our suppliers or partners, Shall not include descriptions of, or otherwise offer to sell, products or services that violate the TCG Restricted Items Policy, or that are otherwise prohibited under this Agreement (inclusive of any documents it incorporates by reference), Shall include all required and appropriate warnings, information and disclosures in connection with Listing, buying or selling goods or services by Client on, in or through The Commerce Guild, 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, Shall be promptly updated by Client as necessary or appropriate to keep all of Client’s Information (including, but not limited to, Listings) current, complete and accurate, 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 Shall not contain any materials for which Client 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).

19.2. License. Client hereby represents and warrants to and for the benefit of TCG that Client owns or has all rights in and to all Client Information sufficient to make the license grant of this Section 18 without subjecting TCG to claims of intellectual property infringement by virtue of our uses of such Client Information. Client hereby grants to TCG during the term of this Agreement, a fully paid, worldwide right and license: To modify and edit, reproduce and distribute its Client Information on, in, through and in connection with The Commerce Guild as TCG deems necessary or appropriate, on, in or through any media now known or hereafter developed, and To reproduce and distribute reasonable excerpts of its Client Information in connection with our advertising, marketing and promotion of The Commerce Guild and Client’s participation in The Commerce Guild on, in or through any media now known or hereafter developed.

19.3. TCG’s Right to Edit Client Information. TCG has the right, but not the obligation, to: Correct any errors or omissions in any portion of any Listings by Client on, in or through The Commerce Guild, Edit, modify, refuse to post on or remove from The Commerce Guild any Client Information, in whole or in part, and Take any other action with respect to Client Information as TCG 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 Client Information violates the rights of third parties, or to protect our rights, property or personal safety, or that of our Clients or Third Parties.

19.4. TCG Trademarks. “TCG” and its associated graphic logos and service names are trademarks of the parent of The Commerce Guild, Inc. and are protected by applicable intellectual property laws and treaties. Client acknowledges that any software used in connection with trading or communicating on The Commerce Guild contains proprietary and confidential information that is protected by applicable intellectual property laws and other laws. Client further acknowledges and agrees that content provided by Clients and posted through The Commerce Guild is protected by applicable intellectual property protections such as copyrights, trademarks, patents, and other proprietary rights.

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20 . Account Information. Clients are responsible for:

Doing everything necessary to prevent the TCG Codes of Client’s Authorized Users from being lost, stolen or used wrongfully,

Notifying TCG in the event of a lost, stolen, misplaced or misappropriated Code;

Ensuring that any record of any Codes for any Authorized User is kept in a safe place,

Maintaining, and ensuring that all Authorized Users maintain the confidentiality of Account information (including, but not limited to, the Account number, TCG Codes), and All consequences of use or misuse of such Client’s Account or Account information.

TCG bears no responsibility for any loss or damage that might result from the use of a Client’s Account or of TCG Codes by unauthorized persons.

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21. TCG Codes and Authorized Users

21.1. Only the Authorized User (s) to whom it is issued may use a TCG Code. Subject to Section 24, each Code is valid from the time it is selected or issued until the Account or applicable Authorized User is terminated.

21.2. Initial TCG Codes. Upon TCG’s acceptance of a Client’s Application, such Client’s initial TCG Codes (if any) will be issued to the Authorized Signatory.

21.3. Additional TCG Codes. The Authorized Signatory may identify additional persons to be given or allowed to select Codes at TCG’s sole discretion and only after we have received authorization from the Authorized Signatory. TCG 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: Each Authorized User separately register and obtain a sub-Account (including, but not limited to, a sub-Account number), and An administrator be appointed for the Account.

21.4. Authorized Users. Client shall obligate each Authorized User who has access to the Account, 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). Client hereby represents and warrants that each Authorized User will, at all times prior to cancellation of that Authorized User’s TCG Code, be vested by Client with the authority to use The Commerce Guild and legally bind the Client, including but not limited to, with respect to payments, Trade and/or Discount-Customer Loyalty Rewards Transactions and Fees. If an Authorized User uses his/her TCG Codes, it will mean that such Authorized User has read this Agreement and understands and agrees to use The Commerce Guild on Client’s behalf strictly in accordance with the terms of this Agreement. Client will be solely responsible for ensuring compliance with this Agreement by each Authorized User of Client, and will be liable for any non-compliance with this Agreement by such Authorized Users. Subject to Section 20.5, Client will be responsible and liable for the acts and omissions of such Client’s Authorized Users in connection with The Commerce Guild, and shall indemnify TCG for such acts and omissions as set forth in Section 27.

21.5. Lost or Stolen TCG Codes. Client must tell TCG at once if Client believes that someone other than the Client’s Authorized Users has obtained knowledge of any Codes, or has used the Account, without permission. TCG must be notified by a letter or phone call to the address or phone number shown on the last Statement of Account. If TCG is notified by phone, a letter mailed or faxed (to the address or fax number shown on the last Statement of Account) within twenty-four (24) hours after the verbal notification must confirm such notification. Client, and not TCG, shall be solely responsible and liable for any and all Trade and/or Discount-Customer Loyalty Rewards Transactions (and Fees arising there from), other acts and omissions, and any and all consequences of use or misuse of a TCG Codes or Account information prior to such notification.

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22. Access and Interference

22.1. Access. TCG does not guarantee continuous, uninterrupted or secure access to any of our services, and operation of our Websites may be interfered with by numerous factors outside of our control. From time to time, access to The Commerce Guild may be altered or denied for scheduled and unscheduled maintenance without any prior notice to Clients. TCG has the right to do the following without any notice or liability: Change, suspend or discontinue any aspect of The Commerce Guild 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, impose limits on certain features and services, and Restrict access to parts or all of The Commerce Guild.

22.2. Interference. The Client and each Authorized User will not: Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of The Commerce Guild or its Websites, telephone services, infrastructure, systems or components, Take any action that imposes an unreasonable or disproportionately large load on The Commerce Guild, or its Websites, telephone services, infrastructure, systems or components, Gain unauthorized access to other computer systems through The Commerce Guild, Defame, abuse, harass, stalk, threaten, embarrass or cause distress or discomfort upon any other Clients or Third Parties, Restrict, inhibit or otherwise interfere or attempt to interfere with another Client's use and enjoyment of The Commerce Guild, Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other Clients' ability to engage in normal transactions on or through The Commerce Guild, Impersonate or otherwise misrepresent any person or entity, including, but not limited to, one of our officials or representatives, Falsely state or otherwise misrepresent its/his/her affiliation with a person or entity, or Conceal the true identity of the parties-in-interest for purposes of evading or circumventing any applicable law, regulation, ordinance, rule or standard or for any other reason. 21.3. Much of the information on The Commerce Guild 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 The Commerce Guild, is proprietary to TCG or is licensed to TCG by third parties. The Client and each Authorized User will not: Copy, reproduce, alter, modify, rent, lease, loan, sell, distribute, create derivative works based on, or publicly display any content (except for Information of the Client and/or such Authorized User) from or software used in connection with The Commerce Guild without our prior express written consent, or Cause The Commerce Guild to be displayed as a part of or within another Internet site or Web page or resell or redistribute any portion of The Commerce Guild or provide access to The Commerce Guild (including, but not limited to, the Account, any Codes or other Account information) to any third party for financial gain.

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23 . Prohibited and Restricted Items Policy. Client is responsible for making sure that Client’s selling of particular goods or services is (1) not prohibited by law and (2) allowed on The Commerce Guild. Guidelines to assist Client to properly list items and understand what is allowed on The Commerce Guild are available by viewing the TCG Prohibited and Restricted Items policy, which is available upon request from TCG or may be viewed online at: www.TCGnsider.com/RestrictedItemsPolicy.pdf. The guidelines set forth in the TCG Prohibited and Restricted Items Policy do not constitute legal advice and do not pertain to any particular Client or company's practices. When in doubt, Client must check with law enforcement agencies, a lawyer, or with a copyright, trademark or other rights owner, for clarification. Client agrees to hold TCG (and its parent, subsidiaries, employees, independent contractors, and agents) harmless from and against any and all claims, damages, or costs (including attorneys fees) arising out of 1) Client’s violation of any law, or 2) Client’s violation of TCG’s Prohibited and Restricted Items Policy, or 3) Client’s violation or infringement of the rights of any third party as a result of listing products and services on The Commerce Guild.

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24. Privacy

24.1. TCG will abide by the terms of the TCG Privacy Policy, which is available upon request from TCG or may be viewed online at: www.TCGnsider.com/PrivacyPolicy.pdf. The Client and each Authorized User agrees that TCG shall have the right to collect, use and disclose any and all personally identifiable information as TCG deems necessary or appropriate and as set forth in the TCG Privacy Policy. 23.2. The Client agrees that if the Client does not timely pay amounts (whether denominated in U.S. Dollars or ETV’s or FBD’s) due and payable by the Client under this Agreement, Client will accept calls from TCG at its place of business regarding collection of such amounts. The Client understands that such calls could be automatically dialed and a recorded message be played. The Client agrees such calls will not be "unsolicited" calls for the purposes of U.S. Federal and state law(s). The Client also agrees that, from time to time, TCG may monitor or record telephone conversations between Client and TCG to assure the quality of our customer service.

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25. Default

25.1. Definition of Default. A Client is in "Default" of this Agreement if any one of the following occurs: Client does not make a required payment under this Agreement by the due date, •

Client becomes generally unable to pay its debts or obligations (including, but not limited to, a negative TCG Dollar Account Balance) as and when they become due, Client provides TCG with any false or misleading Information or a false signature on the TCG Client Application or such Client fails to notify TCG if any such Information previously provided becomes false or misleading, Client ceases to do business as a going concern or, in the case of individuals, such Client dies, becomes incapacitated or otherwise incapable of decision-making, A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Client under the U.S. Federal Bankruptcy Code or any similar laws, TCG believes that the likelihood of such Client performing all its obligations under this Agreement has been impaired, Client is found, or is reasonably believed by TCG, to have engaged in deceitful trading practices or otherwise fraudulent, undesirable or harmful conduct as determined by TCG, Such Client breaches this Agreement (inclusive of any policies or documents it incorporates by reference), TCG cannot verify or authenticate any Information delivered by such Client to TCG or other Clients, or placed on, in or through The Commerce Guild by such Client, Such Client is in default of any obligation to TCG, a Client or any Third Party, Such Client is the subject of an investigation by a Government Agency or other authority, TCG concludes in its sole discretion that any act or omission of such Client may cause legal liability for TCG, the Client or other Clients, or Any of the events described above with respect to a Client occurs with respect to any Authorized User.

25.2. Remedies Upon Default. Upon the occurrence of a Default by any Client, TCG 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: Terminate such Client’s Account (see Section 25), Declare any negative Account Balance and any Fees arising from Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by such Client, or by a Person using such Client’s TCG Codes, to be immediately due and payable in U.S. Dollars by the Client to TCG, with or without notice to Client, subject to the other terms and conditions of this Agreement, Immediately delete any Listings or other Information of such Client, Require modification of payment terms or fees in order to continue or reinstate access or use by Client of services provided by The Commerce Guild; Temporarily suspend, indefinitely suspend or terminate the rights of such Client to transact in (as a seller and/or buyer), access or otherwise use The Commerce Guild or ETV’s or FBD’s in the Account (including, but not limited to, by deactivating such Client's Codes), Issue a warning to such Client, and/or Refuse to provide services to Client.

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26. Termination of Account or of an Authorized User

26.1. Termination of Account by Authorized Signatory. The Authorized Signatory may terminate the Account at any time by giving TCG written notice of termination to the address shown on the last Statement of Account, such termination to take effect fourteen (14) days after receipt of such notice.

26.2. Termination of Account by TCG. TCG may, in its sole discretion and without liability to Client, terminate the Account at any time and for any reason, regardless of whether Client is in Default, immediately upon sending written notice to the Statement Contact at the last e-mail address or fax number shown on our records (and without sending any notice to any other Person).

26.3. Effects of Termination of Account. If, upon termination of the Account, Client is in Default or the Account does not have a positive Account Balance: TCG may immediately withdraw the rights and privileges of the Client 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 The Commerce Guild or the Account), Any negative Account Balance and any Fees arising from Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by the Client, or by a Person using such Client’s TCG Codes, will become immediately due and payable in full in U.S. Dollars by the Client to TCG, with or without notice to Client, subject to the other terms and conditions of this Agreement, TCG may immediately delete any Listings or other Client Information and deactivate any or all Codes of Authorized Users, and Client shall remain liable for all Fees, commitments and obligations incurred or accrued by the Client prior to the effective date of termination of the Account. If, upon termination of the Account, Client is not in Default and there is a positive Account Balance, the Client will have a period of ninety (90) days to purchase goods or services in Trade and/or Discount-Customer Loyalty Rewards Transactions using the ETV’s or FBD’s 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 Client to TCG, other Clients or Third Parties. Under such circumstances: TCG’s rights and the obligations of Client set forth above shall apply and shall accrue as of the effective date of termination (except to the extent necessary to allow the Client to spend the positive Account Balance during such ninety (90)-day spending period, in which case such remaining rights and obligations shall accrue immediately upon expiration of such ninety (90)-day spending period), Upon expiration of the ninety (90)-day spending period, the ETV’s or FBD’s representing any remaining positive Account Balance will be transferred out of the Account and neither the Client nor any Authorized User will receive any value for such balance, Client shall remain liable for all Fees, commitments and obligations incurred or accrued by the Client prior to the last day of such ninety (90)-day spending period, including, but not limited to, Fees relating to Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by or on behalf of the Client, or by a Person using any Authorized User's TCG Codes, and authorized by TCG within such period, TCG has the right to require adequate assurances from the Client that Client will comply with this Agreement, and all Policies, laws, regulations, ordinances, rules, and standards and will satisfy such Client's obligations, duties and other reasonable requirements before allowing such Client or its Authorized Users to spend any of the positive Account Balance. Such assurances may include, but shall not be limited to, such Client pre-paying any Trade and/or Discount-Customer Loyalty Rewards Transaction Fees or posting a bond or a requirement that Client appoint a reputable third party acceptable to TCG to assume responsibility for the Account in accordance with this Agreement and spend the positive Account Balance on or through The Commerce Guild on behalf of the Client rather than allowing such Client to access the Account directly, and The above right to spend any positive Account Balance within such ninety (90)-day spending period shall be the Client's sole and exclusive remedy, and our sole and exclusive liability, with respect to termination of the Account and any positive Account Balance.

26.4. In no event shall TCG be required to refund, redeem or pay amounts to the Client or any Authorized User for any positive Account Balance or allow transfer, conversion or liquidation of any positive Account Balance upon termination.

26.5. Until all amounts (whether payable in ETV’s or FBD’s or U.S. Dollars) owing to TCG are paid in full, the Client and each Authorized User shall continue to be subject to this Agreement and any amendments made pursuant to Section 29, 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 TCG are paid in full.

26.6. 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: Written notice to TCG of cancellation/termination by the Authorized Signatory must be returned to TCG, If the terminated Authorized User is the existing Authorized Signatory or Statement Contact, the existing Authorized Signatory must provide TCG with written certification of appointment and authorization of another Person to be the new Authorized Signatory or Statement Contact, as applicable, for the Account, The TCG Codes of such Authorized User will then become invalid on the day TCG receives the notice, and Such Authorized User will cease to be an Authorized User as of the date the TCG Codes become invalid.

26.7. 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 TCG may immediately terminate the Account.

26.8. Notwithstanding anything to the contrary, if the terminated Authorized User is the Client, the Account will be deemed to be terminated by TCG pursuant to this Section upon termination of such Authorized User.

26.9. Termination of Authorized User by TCG. TCG may, in its sole discretion and without liability to Client 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 sending written notice to the Statement Contact at the last e-mail address or fax number shown on our records (and without sending any notice to such Authorized User).

26.10. Effects of Termination of an Authorized User. Upon termination of an Authorized User's status as an Authorized User: TCG may immediately withdraw the rights and privileges of such Authorized User (including, but not limited to, the right to transact in or otherwise access The Commerce Guild or the Account), and TCG may immediately delete any Listings or other Information of such Authorized User, and deactivate such Authorized User's Codes.

26.11. Client shall remain liable for all acts and omissions of the terminated Authorized User until such Authorized User’s TCG Codes are rendered inactive.

26.12. Legal and Collection Costs. To the extent permitted by applicable law, Client agrees to pay all costs including, but not limited to, attorney fees, incurred by TCG (i) through any process to recover any amounts due and payable (whether in U.S. Dollars or ETV’s or FBD’s) by the Client to TCG, or (ii) in enforcing this Agreement against the Client.

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27. Limitations on Liability

27.1. TCG AND ITS SUPPLIERS PROVIDE THE COMMERCE GUILD, 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 TCG SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TCG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PRODUCTS OR SERVICES OF CLIENTS OR THIRD PARTIES AVAILABLE ON, IN OR THROUGH THE COMMERCE GUILD 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.

27.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TCG OR ITS SUPPLIERS, PARENT, SUBSIDIARIES, OR INDPENDENT CONTRACTORS, BE RESPONSIBLE OR LIABLE TO ANY CLIENT, 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 THE COMMERCE GUILD, ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM: ANY PARTIAL OR FULL FAILURE OR MALFUNCTION OF THE ON-LINE AND OTHER COMPUTER ELEMENTS OF THE COMMERCE GUILD 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 THE COMMERCE GUILD, ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY AUTHORIZED USER'S TCG CODES, THE ACCOUNT NUMBER OR OTHER ACCOUNT INFORMATION, ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY INFORMATION (WHETHER CORRECT OR INCORRECT) OF ANY CLIENT OR AUTHORIZED USER, ANY INCORRECT INFORMATION ABOUT ANY CLIENT OR AUTHORIZED USER GIVEN BY TCG TO ANY PERSON, INCLUDING ANY CREDIT BUREAU OR BUSINESS REFERENCE, ANY INCORRECT PROCESSING BY TCG OF ANY INFORMATION OF ANY CLIENT OR AUTHORIZED USER, ANY FAILURE BY ANY CLIENT TO ACCEPT AN OFFER BY ANY OTHER CLIENT OR AUTHORIZED USER TO BUY OR SELL GOODS OR SERVICES ON, IN OR THROUGH THE COMMERCE GUILD, ANY REFUSAL BY TCG TO AUTHORIZE A TRADE AND/OR DISCOUNT-CUSTOMER LOYALTY REWARDS TRANSACTION, ANY TRANSACTION, AGREEMENTS, ARRANGEMENTS OR DISPUTES BETWEEN ANY CLIENT OR AUTHORIZED USER, ON THE ONE HAND, AND ANY OTHER CLIENT, AUTHORIZED USER OR THIRD PARTY, ON THE OTHER HAND, IN CONNECTION WITH THE COMMERCE GUILD, ANY INFORMATION (INCLUDING LISTINGS) OF ANY CLIENT OR THIRD PARTY AVAILABLE ON THE COMMERCE GUILD, INCLUDING WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY SUCH INFORMATION, AND ANY USE OF OR RELIANCE ON ANY SUCH INFORMATION BY ANY CLIENT OR AUTHORIZED USER, AND ANY PRODUCTS OR SERVICES OF OTHER CLIENTS OR THIRD PARTIES OBTAINED BY ANY CLIENT OR AUTHORIZED USER ON, IN OR THROUGH THE COMMERCE GUILD.

27.3. THE ABOVE LIMITATIONS APPLY, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE AND UNDER ANY THEORY OF LIABILITY, EVEN IF TCG’S SUPPLIERS AND TCG 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. 26.4. THE AGGREGATE OF LIABILITY OF TCG, ITS PARENT, ITS SUBSIDIARIES, ITS INDPENDENT CONTRACTORS, AND ITS SUPPLIERS TO ANY CLIENT, AUTHORIZED USER OR ANY OTHER PERSON IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY THE CLIENT, AUTHORIZED USER OR OTHER PERSON, AS APPLICABLE, TO TCG IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) U.S.$100.

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28. Indemnification

28.1. Client agrees to indemnify and hold the Indemnified Parties (as defined in Section 44) harmless from and against any and 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: Any breach of this Agreement (inclusive of any policies or documents it incorporates by reference) by the Client or any Authorized User, Any allegations that, if true, would constitute a breach of the covenants made by the Client in Section 16.1 or Section 18, Any and all (including negligent and wrongful) actions taken by, or omissions of, the Client, any Authorized User of the Client or any other Person accessing The Commerce Guild by using Client’s Account Number, TCG Codes, Any and all goods and/or services made available by the Client or any Authorized User of the Client through The Commerce Guild 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, Any Client Information (including, but not limited to, Listings), Any and all transactions, agreements, arrangements or Disputes between the Client or any Authorized User, on the one hand, and any other Client, Authorized User or Third Party, on the other hand, in connection with The Commerce Guild. 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 Client of goods or services purchased or received through The Commerce Guild. 27.2. Each Client 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 Client, and no Client shall settle any matter without the written consent of the Indemnified Parties.

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29. Disputes

29.1. Disputes Between Clients, or Between Clients and Third Parties. Any Dispute between Clients, or between Clients and Third Parties, arising from this Agreement shall be a matter to be resolved between those Clients and/or Third Parties. As long as a dispute, controversy or claim between two or more Clients (or Third Parties) does not name The Commerce Guild, Inc., 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, The Commerce Guild, Inc. 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 The Commerce Guild, Inc., 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 Clients and TCG, with any litigation of Disputes with TCG to be conducted exclusively in Las Vegas, Nevada, United States. All other issues between Clients 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 TCG or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

29.2. Disputes Between Clients and TCG . The parties to this Agreement hereby consent to the exclusive jurisdiction and venue of the courts of the State of California located within Las Vegas, Nevada, United States, to adjudicate any and all disputes, controversies, or claims between a Client and TCG, or any formal action in which The Commerce Guild, Inc., or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, are a named party.

29.3. TCG Is Not a Party to Disputes Between Clients. TCG shall not be involved in, and the Client shall not involve TCG in, any Dispute between the Client and another Client, or between the Client and a Third Party. If the Client nonetheless attempts to involve TCG in any Dispute: Such Client shall be liable for all of TCG’s costs and reasonable attorneys' fees incurred in connection with such involvement and shall indemnify TCG as set forth in Section 27 of this Agreement, and The exclusive venue for any litigation relating to such Dispute shall be limited to Las Vegas, Nevada. Such Dispute shall be submitted to litigation according to the provisions of this Section. TCG is not a party to, and shall not be responsible for, Disputes between Clients or between a Client and a Third Party.

29.4. Reversal of Transactions Subject to Dispute. In order to assist two or more Clients that are engaged in a Dispute to reach a resolution of the dispute, TCG may, at its sole discretion, reverse the subject transaction(s). As a matter of general policy (but subject to TCG’s sole discretion), when TCG is informed within the time period set forth below of a dispute between Clients, TCG may thereupon request from the seller proof of Settlement. If seller fails to produce proof of Settlement within fifteen (15) business days, the subject ETV’s or FBD’s may be returned by TCG to the buyer’s account. If seller does produce proof of Settlement within fifteen (15) business days, TCG may, at its sole discretion, freeze the subject ETV’s or FBD’s pursuant to Subsection 28.7 of this Agreement. If it wishes to request a reversal of a transaction, Client must notify TCG in writing of the Dispute it has with or against another Client or a Third Party that arises from or relates to a Transaction on, in or through The Commerce Guild on or before the earlier of: Ninety (90) days following the date of the Statement of Account in which such Transaction appeared with respect to Trade and/or Discount-Customer Loyalty Rewards Transactions, or

Ninety (90) days following the date on which such Transaction was authorized and given an authorization number by TCG. .

29.5. Freezing Account Subject to Dispute. If the Client is involved in a Dispute subject to this Section, TCG shall have the right (but not the obligation) to freeze the ETV’s or FBD’s involved in the Dispute. Any ETV’s or FBD’s that are frozen will not be available to the Client or any Authorized User during such time. TCG shall also have the right, at its sole discretion, to place such ETV’s or FBD’s into a restricted account maintained by TCG 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 ETV’s or FBD’s 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 ETV’s or FBD’s and any such restricted or escrow account shall not bear interest.

29.6. Injunctive and Interim Relief. Notwithstanding anything in this Section to the contrary: 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 TCG 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 TCG Business Services Agreement.

29.7. TCG Must Receive Timely Notice of Claims Against TCG . A Client must notify TCG of any Dispute the Client has with or against TCG that arises from or relates to this Agreement or TCG Policies within One Hundred Eighty (180) days of the date of the alleged injury, regardless of any statute of limitations. The Client will be deemed to have waived its right to litigate any Dispute for which notice was first provided to TCG after the relevant period, regardless of any law to the contrary

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30. Amendments to this Agreement. TCG may amend this Agreement at any time and will notify Client of any such amendment either in writing or by posting the amended terms on the TCG Site. Any such amendment will take effect fourteen (14) days after that date on which Client is so notified or the amendment is so posted. By using The Commerce Guild after such period, Client acknowledges its acceptance of this Agreement, as amended. This Agreement may not be otherwise amended except in a writing signed by the Authorized Signatory and TCG.

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31. No Agency. TCG, on the one hand, and the Client and its Authorized Users, on the other hand, are independent entities operating at arms length. Neither Client nor any Authorized User shall have the power or authority to bind, or purport to bind, or obligate TCG in any manner or for any liability whatsoever. Neither the Client nor any Person affiliated with the Client (including, but not limited to, any Authorized User) is, or may be considered as, a distributor, agent or representative of TCG or any of our affiliates and no agency, partnership, joint venture, employee-employer or franchisee-franchiser relationship is intended or created by this Agreement.

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32. Notices. Except as explicitly stated otherwise, any notices given under this Agreement shall be made in writing and sent by either (i) personal delivery, (ii) prepaid registered or certified (return-receipt requested) first-class postal mail, or (iii) internationally-recognized prepaid overnight courier services (e.g., FedEx, DHL, TNT, etc.) to "Attention: Legal Department, The Commerce Guild, 185 Berry Street, Suite 2200, San Francisco, CA, 94107” (in the case of notice to TCG) or to the Client and/or any Authorized User at the address given by the Client on the application form, or (iv) e-mail (a) for the Client or any Authorized User, to the e-mail address such Person provides to TCG during the registration process and (b) for TCG, to legal@thecommerceguild.com. For this purpose, notices shall be deemed effective (i) upon receipt if made by personal delivery or overnight courier service, (ii) seven (7) days after dispatch, if by registered or certified postal mail, or (iii) four (4) days after dispatch, if by e-mail. Each party may change its address for delivery of notice by providing notice of such change in accordance with the terms of this Section 31.

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33. Choice of Law. 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.

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34. Jurisdiction . The parties to this Agreement consent to the exclusive jurisdiction and venue of the courts of the State of California located within Las Vegas, Nevada, United States, for any dispute arising from, relating to, or interpreting this Agreement, which names as a party or parties TCG or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

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35. Severability. 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 so as to be enforceable to the maximum extent permitted by applicable law.

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36. Headings. The headings in this Agreement are used only for convenience and will not have an effect on the interpretation thereof.

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37. No Waiver. If TCG allows the Client and/or any Authorized User any latitude or extension of time, this is not and must not be understood as a notation or waiver of our rights in respect of this Agreement, and it will also not be, or be the cause of, an estoppel against TCG.

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38. No Third-Party Beneficiaries. Except as set forth in Section 27, nothing in this Agreement is intended nor shall be construed to give any person or entity, other than the Client and TCG, any legal or equitable right, remedy, or claim under or in respect to this Agreement or any provision contained herein.

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39. Acts Beyond TCG’s Control. In the event of circumstances not reasonably within TCG’s 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 The Commerce Guild or the inability to transmit or receive information electronically, TCG (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 Client or any Authorized User, or any other Client, Third Party or other Person.

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40. Entire Agreement. This Agreement, inclusive of any TCG Client Application executed by Client 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 any and all prior or contemporaneous negotiations, agreements or communications, whether written or oral, between the Client and TCG (or between the Client and any predecessor in interest to TCG) with respect to the subject matter of this Agreement.

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41. Disclosures. The services hereunder are offered by The Commerce Guild, Inc., a Nevada Corporation having its primary operations office located at 2885 E. Quail Ave. – Suite 200 – Las Vegas NV 89120.

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42. Assignment. Client shall not assign the Account, any TCG Codes issued to any Authorized User, this Agreement, or any interest, rights or obligations hereunder or there under, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. TCG 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 Client 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.

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43. Insurance. Client and each Authorized User agree that TCG is not an agent of any insurance broker or insurance company. Client 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. TCG is not liable for any claim not paid by the relevant insurer for any reason.

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44. Survival. The provisions of the following Sections of these Rules shall survive the termination of Client’s Account: 1 (Nature of the Parties), 2 (Nature of ETV’s or FBD’s), 4.7 (Release), 4.10 (No Control Over Information), 4.13 (Consent to Receipt of e-Mail), 4.14 (Right to Escrow Funds), 6 (Client’s Account), 8 (Credit Lines), 9 (Compliance with Policies and Laws), 12 (No Warranty), 13 (Trading System Deficits), 14 (Dissolution of Trading System), 16 (Taxes), 18 (Client Information), 19 (Account Information), 20.1 (TCG Codes), 21.2 (Interference), 23.2 (Privacy), 24 (Default), 25 (Termination), 26 (Limitations on Liability), 27 (Indemnification), 28 (Disputes), 30 (No Agency), 31 (Notices), 32 (Choice of Law), 33 (Jurisdiction), 34 (Severability), 35 (Headings), 36 (No Waiver), 37 (No Third Party Beneficiaries), 39 (Entire Agreement), 41 (Assignment), 42 (Insurance), 43 (Survival), 44 (Definitions)

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45. Definitions In this Agreement the following capitalized terms shall have the following meanings unless otherwise indicated or the context otherwise clearly requires:

  • Account : The account in The Commerce Guild that is in the name of Client.
  • Account Balance : The balance in the Account, denominated in ETV’s or FBD’s, comprising (a) ETV’s or FBD’s generated by Trade and/or Discount-Customer Loyalty Rewards Transactions in which Client is a seller, less (b) ETV’s or FBD’s spent in Settled Trade and/or Discount-Customer Loyalty Rewards Transactions in which Client is a buyer, less (c) ETV’s or FBD’s set aside in a designated “Escrow Account” for Trade and/or Discount-Customer Loyalty Rewards Transactions in which Client is a seller and the Trade and/or Discount-Customer Loyalty Rewards Transaction is authorized by TCG but not Settled, less (d) ETV’s or FBD’s payable by Client to TCG 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.
  • Agreement : This TCG Business Services Agreement, including any TCG Client Application executed by Client and all Policies and Schedules referred to herein that are hereby incorporated herein by this reference, in each case as amended.
  • Authorized Signatory : The individual who completes the TCG Client Application on behalf of a Client, or such other individual that the Client may thereafter designate in writing to TCG. The Authorized Signatory must: (i) have the requisite legal authority to bind the Client, (ii) have received any and all approvals required for him/her to bind the Client and (iii) permit TCG to obtain any information relating to the Client and/or its principals that TCG may reasonably request from time to time (including personal or corporate credit reports).
  • Authorized Users : The Authorized Signatory and any other person(s) authorized by the Client to use Client’s Codes.
  • TCG : The Commerce Guild, Inc., a Nevada corporation.
  • TCG ETV Dollar ("ETV’s") : The sole non-cash accounting unit of The Commerce Guild, as more fully described in Section 2 above. TCG reserves the right to name and change the name of the TCG ETV (Electronic Transfer of Value).
  • TCG FBD Dollar ("FBD’s") : The sole non-cash accounting unit of The Commerce Guild, as more fully described in Section 2 above. TCG reserves the right to name and change the name of the TCG FBD (Frequent Buyer Dollar).
  • TCG Client Application : The application form(s) that a Client must complete to register to participate in The Commerce Guild.
  • The Commerce Guild : TCG’s on-line and off-line Exchange and Discount-Customer Loyalty Rewards Programs and systems.
  • TCG Site : The TCG Web site, available at the Uniform Resource Locator http://www.thecommerceguild.com.
  • Clearinghouse : A central agency for the collection, classification and distribution of information.
  • Codes : Any and all unique numbers (including PIN's), passwords or codes that are selected by or assigned to the Client, Account, and/or the Authorized Users for security purposes and which are required to access or enter into transactions on, in or through The Commerce Guild.
  • Credit Line : The maximum number of ETV’s or FBD’s for which there can be a negative Account Balance outstanding at any time in the Account.
  • Dispute : Any dispute, controversy or claim.
  • Fees : Any amounts due to TCG from Clients, payable in ETV’s or FBD’s, U.S. Dollars, or other national currency or Dollar denomination, as applicable, in accordance with the terms and conditions of this Agreement, including, but not limited to, late charges, registration fees, administrative fees and transaction fees.
  • Good Standing . A “Client in Good Standing” is a Client that complies with all provisions of this Business Services Agreement, is current in payment of all amounts of US Dollars or ETV’s or FBD’s owed by the Client to TCG, and has a valid Client Account without restriction.
  • 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.
  • Indemnified Parties : The Commerce Guild, Inc. 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.
  • Information : With respect to any Person, any and all text, works of authorship, images, audio/visual elements, photographs, artwork, graphics, trademarks, slogans, logos, links and other content and information (i) delivered to TCG or other Clients 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 The Commerce Guild by such Person.
  • 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 The Commerce Guild, or (ii) references or links to other sources for the Information describing such goods or services.
  • Client : Any Person that engages in one or more transactions through The Commerce Guild, including but not limited to any Person (i) on whose behalf the Authorized Signatory has completed the TCG Client Application and (ii) that has been approved by TCG to trade in The Commerce Guild.
  • Person : A human being or juridical entity.
  • Policy : Any and all policies governing a Client’s use of The Commerce Guild, including, without limitation, the TCG Privacy Policy and Fee Policy, which policies are hereby incorporated by reference and shall be an integral and inseparable part of this Agreement.
  • Settle : With respect to any sale or purchase of goods or services offered by a seller in The Commerce Guild, 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 particular transaction, Settlement may include seller dispatching or delivering particular goods, seller fulfilling agreed-to service obligations, and/or buyer making payment.
  • Statement Contact : The Person to whom TCG sends all monthly TCG Statements of Account. The Authorized Signatory will be the Statement Contact unless the Authorized Signatory notifies TCG in writing that another Person shall be the Statement Contact.
  • Statement of Account : A statement or accounting showing (i) the Trade and/or Discount-Customer Loyalty Rewards Transactions entered into by Client, and (ii) all Fees arising from or relating to such Trade and/or Discount-Customer Loyalty Rewards Transactions, and (iii) the account balance as of the date of the statement or accounting. The Statement of Account may be delivered to Client electronically or in hard copy form, or may be made available to Client through a secure website.
  • Third Party : Any third party (other than a Client) found on, in or through The Commerce Guild.
  • Trade and/or Discount-Customer Loyalty Rewards Transaction : A purchase or sale of products or services from or to a Client on or through The Commerce Guild, made using ETV’s or FBD’s (in whole or in part), which is deemed to be completed after the relevant amount of ETV’s or FBD’s is transferred to the seller's account in The Commerce Guild in accordance with our Trading Policy.
  • 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.
  • U.S. Dollar Denominated Debt : With respect to any Client, the amounts payable in U.S. Dollars by such Client to TCG, as provided in this Agreement, including, but not limited to, Fees payable in U.S. Dollars.

The Terms of Use or Services for The Commerce Guild Card (ATM or MasterCard) are outlined in the separate agreement as outlined by Elan Financial Services, MasterCard Worldwide, and or their assigns.

We, Us and Our : The Commerce Guild, Inc.

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The Commerce Guild Prepaid MasterCard is issued by MetaBank pursuant to license by MasterCard International Incorporated.
MasterCard and the MasterCard Brand Mark are registered trademarks of MasterCard International Incorporated
© The Commerce Guild Inc.™ — 2008 - 2011