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Green America Exchange (GAEx)

Trading Procedures, Policies, Rules and Regulations

The purpose of the following Trading Procedures, Policies, Rules and Regulations is to facilitate trading among Clients by promoting a system of good business practice and understanding of the guidelines set forth by Green America, the operator of the Green America Exchange, hereinafter referred to as GAEx. These Trading Procedures, Policies, Rules and Regulations also form part of and are included in any Credit line or Trade Dollar Loan Agreement which has been made with GAEx.

1. NATURE OF THE PARTIES - Applicant applies for an account with GAEx. Applicant hereinafter referred to as Client. By signing GAEx Client Account Agreement, Client agrees to abide by these Trading Procedures Policies Rules and Regulations and the Online Trading System Rules and Regulations contained herein. GAEx acts as a clearing house and third party record keeper of the Trade Dollar transactions among its Clients which are businesses that contract with GAEx to organize and facilitate the trade of their goods and services with other Clients. Client is an active Green Business Network member or is employed by an active Green Business Network member, where active is defined as having paid annual membership dues and being in good standing with the Green Business Network. The Client has contracted with GAEx to trade its goods and or services with other Clients and wishes to subscribe to GAEx’s record keeping and trade exchange services. GAEx is intended to facilitate trade of products and services with high environmental and social responsibility standards. As such, each participating business in the exchange will make a good faith effort to only list goods and services appropriate to this mission.

2. NATURE OF TRADE DOLLARS - A ‘trade’ is a purchase or sale of goods and or services whereby payment is made in Trade Dollars posted to Client’s account pursuant to the terms contained in this Agreement. A Trade Dollar is an accounting unit used to record the value of a trade – one Trade Dollar equals one US dollar of the value of the trade. Ownership of Trade Dollars denotes the right to receive goods or services available within the GAEx Marketplace. Trade Dollars may be used only in the manner and for the purpose set forth in this Agreement; Trade Dollars will not be considered legal tender, securities or commodities and may not be redeemed for cash. GAEx disclaims responsibility for the negotiability of Trade Dollars or for the availability of goods and services from any source.

3. STANDARDS AND TRANSPARENCY - As a responsible third party record keeper GAEx operates a peer to peer mutual credit clearing system. GAEx operates a zero (0) balance accounting system, and will make Client account balance information and account status information available to all Clients from time to time to establish and maintain standards in the network in the mutual interest of all Clients.

4. LINES OF CREDIT - Client grants to GAEx the right and power to establish a line of credit for each Client upon successful completion of a credit application as per terms and conditions consistent with the Client’s credit worthiness and ability to repay. The outstanding balance as a line of credit will be treated as a loan. The exercise of this power is at the full discretion of GAEx with regard to principal, any interest, arrangement fees, terms and conditions, lending policy and other particulars. Any Client wishing to apply for a loan may be required to submit a loan application, financial statement, credit agreement, a promissory note or equivalent collateral prior to approval. Any security must be free and clear from any lien or encumbrance. A Client who makes use of an agreed line of credit must sell his or her products or services at 100% trade unless there is a written agreement with GAEx stating other terms of repayment, until such loan has been repaid. GAEx is under no obligation to extend credit at any time. Client will ensure timely repayment of principal, any interest and appropriate collateral. GAEx may at its discretion collect the transaction fee for the amount of the loan at the time the loan application is made. Credit line agreements remain valid for as long as the Client is in good standing with GAEx and is actively participating within the GAEx system. All credit lines are subject to six (6) monthly reviews, to ensure prompt repayment of any credit line, Trade Dollar loan or negative balance. Loans are subject to annual (12 monthly) renewal. If a Client has a negative trade balance (purchases exceed sales), the borrowing Client must promptly respond to trade purchase requests from other clients or GAEx by offering goods and services as repayment of any trade credit loan or negative trading balance, as agreed under the terms of repayment. The failure to promptly respond or supply will be interpreted as a refusal to repay the amount of trade credit loaned, and GAEx reserves the right to terminate the account under the terms of clause 26 Termination. GAEx reserves the right to withdraw an extension of credit in the instance of any action by the borrowing Client resulting in a breach of any clause within these Trading Procedures, Policies, Rules and Regulations. If the withdrawal of credit results in a negative trade balance (purchases exceed sales), the borrowing Client must balance the account with trade credit within thirty (30) days of the notification of credit withdrawal date, and, after the thirty (30) day period immediately pay GAEx any remaining negative balance in cash. Failure to repay within the required time-scale will result in immediate legal proceedings to recover the debt in cash (United States Dollar) USD and any legal costs incurred. GAEx reserves the right to transfer the debt to a Debt Collection Agency. If a Client ceases trading for any reason, any goods or services that have been purchased from GAEx Clients which result in a Client having a negative balance (purchase exceed sales), remains as security to the GAEx until the negative balance has been reduced to zero.

5. TRADE COORDINATING FUNCTION - GAEx serves in a trade coordinating capacity in organizing and facilitating trade among Clients. Responsibility for the conduct of a trade is exclusively that of the two Clients participating in the trade. The duty to inspect goods for quality and quantity and fitness for purpose, to evaluate the quality of services, or to obtain or act upon any warranty rests upon the buyer Client. GAEx will use its best efforts to broker the Client’s Trade Dollars into goods and services, to accurately record trades and to administer Client agreements and trading rules in accordance with their terms. However, Client acknowledges that the sole principals in any trades are the buying and selling Clients involved, that the trades are entered into voluntarily and that GAEx is not the guarantor of any product, service, trade or Trade Dollar.

6. GAEx PARTICIPATION - The Exchange or its owner entities may maintain an account in the system and transact business through the network and agree to abide by the same terms and conditions of all Clients. Any credit line associated with such system accounts must be determined and maintained using the same criteria that is applied to all Client accounts. Such system accounts shall have no privileged access to goods or services or special treatment.

7. AVAILABILITY OF PRODUCTS OR SERVICES - GAEx shall use its best efforts to solicit new businesses as Clients, having goods or services to satisfy the needs of all Clients. Because of high client demand and short supply, certain items may be available on a limited basis only (i.e. appliances, furniture, tires, computers, cameras, lumber, etc.). GAEx is committed to provide only those products or services actually available in the exchange system.

8. DEFINITION OF CLIENT IN GOOD STANDING - A Client who conducts trades in accordance with this agreement is current in any monies owing to GAEx and has a valid unexpired Client account, is considered, a “Client in good standing”. Only Clients in good standing are entitled to the services of GAEx. However, the status of a Client in good standing shall not constitute any representation by GAEx regarding the reputability of any buyer or seller in any trade transaction and GAEx shall have no liability for the conduct of any Client or the quality of goods or services traded. Where a Client has by his or her conduct or misconduct displayed to GAEx inability to meet the standards set in Client’s own industry relative to the quality of goods or services, or has been charged with the commission of a crime involving fraud or moral turpitude, or otherwise exhibits to GAEx that Client’s reputation in the business community has been diminished, then for the protection of the remaining Clients, GAEx reserves the right to terminate said Clients account or restrict the rights of said Client to sell or advertise Client’s goods or services for sale until such time said Client can exhibit to GAEx that the standard expected in Client’s own industry can be met.

9. PAYMENT OF FEES - In consideration of Client’s participation in the trading network, services rendered by GAEx in processing Client into the exchange system, operating the clearing house and trade coordinating functions, maintaining records and facilitating Client’s use of the exchange system, Client agrees to pay certain fees to GAEx relative to their selected type of account. Client agrees to pay the price for any goods or services in any trading transaction plus applicable transaction fees. Fees shall be based on the gross trade value of each transaction which is the value of the goods or services traded between buyer and seller based on Seller’s prevailing prices, not including gratuities or applicable taxes.

10. PAYMENT TERMS - GAEx will, as normal practice, collect all transaction fees at the time of the transaction. If, however, GAEx chooses not to collect transaction fees at the time of the transaction, Client agrees to pay GAEx the full amount of such fees within thirty (30) days of issuance of a statement or invoice of fees owed to GAEx. Fees unpaid within thirty (30) days of the date of the GAEx statement or invoice of fees owed shall incur interest at the rate of one and one half percent (1.5%) per month on the unpaid balance. Interest on unpaid fees will accrue in trade credits for trade credit fees and in cash for cash fees. GAEx reserves the right to revise its fee schedule upon thirty (30) days written notice to Client.

11. DELINQUENT ACCOUNTS - In the event the Client is in arrears for any cash fees beyond sixty (60) days, Client agrees to waive all rights to Client’s usage of any positive trade credit balance in Client’s account and GAEx shall have the right to hold any such balance so long as any cash fees remain outstanding for more than sixty (60) days. Any account continuing in a delinquent status for three (3) consecutive months may be closed by GAEx. Trade credits in the account will be forfeited and placed by GAEx in its general operating accounts unless outstanding fees are paid. At the discretion of GAEx, an account closed for non-payment of fees may be re-opened within one hundred and eighty (180) days of payment due date and Client may reclaim the trade credits by paying outstanding cash fees and accrued interest plus transaction fees in advance on the remaining trade credit balance. All checks returned unpaid, rejected credit cards, debit cards, direct debits or standing orders to GAEx because of insufficient funds or stopped payment will be assessed a twenty five dollar ($25.00) penalty.

12. BAD DEBT RESERVE FUND - 1.0% percent in Trade Dollars on the gross Trade Dollar value of a Client transaction shall be utilized by GAEx to fund a bad debt reserve account. This account shall be funded by a percentage of the trade credit portion of the fee relative to their selected account and will be used to cover unreimbursed Client trade deficits. Any excess balance in the reserve account, i.e. not needed to cover bad debt, may be used by GAEx to provide other benefits to Clients, improve or upgrade the network or trading system, but all uses shall be solely at the discretion of GAEx.

13. CHARITABLE DONATIONS - Client may elect to donate GAEx trade credits, to a qualified charitable organization. A “qualified charitable organization” is an organization with charitable status as granted by the Internal Revenue Service and which is or has agreed to become a Client of the GAEx network. GAEx agrees to facilitate the donation by transferring Clients’ credits but the donation will be deemed to be from Client to the charity and Client shall have sole responsibility for ensuring any tax deductibility of the donation and the charitable status of the organization. GAEx shall make the transfer of donated trade credits upon written notification by Client stating the amount of the trade credits to be donated and the name of the qualified charitable organization designated to receive the donation. Any required receipts for the donation shall be issued directly by the charity to Client.

14. TRADE SYSTEM - Client must have an operating email address and a GAEx online trading account. All trades are to be conducted via the online trading account whenever possible; trade vouchers may be supplied by GAEx and are to be used for backup purposes only as instructed by GAEx, where Client is unable to access the online system to conduct the trade. In such a case, Client is solely responsible for all trade vouchers written to Client’s account; GAEx is not responsible for the unauthorized use of Client’s trade vouchers. GAEx will furnish Client with online trading software and assist Client in account setup and training in its use for trading. Client agrees to stay current on the system’s rules of use and operating procedures. Client shall be responsible for any damage caused to the online system or data caused by unauthorized access due to Client’s negligence or willful misconduct including hacking or reverse engineering of the software. Client is solely responsible for and shall take all reasonable measures to keep its Usernames, Passwords and PIN (Personal Identity Number) secure and protected from unauthorized access or use. The PIN number is used to confirm all transactions using the automated transaction service. Client shall not store Usernames, Passwords or PIN in any form, whether encoded or un-encoded, in a location where it is capable of being accessed by any person other than Client or its authorized personnel or agents. Client must immediately notify GAEx if Client becomes aware of, or suspects, any unauthorized access to their Username, Password, PIN or any other breach of security.

15. TRADE AUTHORIZATIONS
15.1 Client Duties as a Seller -
To receive Trade Dollars for a transaction a Seller must obtain an Authorization Number through the online system or by telephone for each transaction before releasing merchandise or performing a service. If a trade voucher is used because of unavailability of the online system, it must be signed by the Buyer and a copy mailed to the GAEx office.
The trade credits in the Buyer’s account will be reserved against the authorization number and are only valid for thirty (30) days. If a trade voucher is used, GAEx must receive its copy within the thirty (30) day period. If online transactions are not confirmed or a signed trade voucher (if one is used) is not submitted to the GAEx office within thirty (30) days the GAEx has the right to cancel the trade credits reserved in which event it will be the responsibility of the seller to collect payment from the buyer. GAEx is not responsible to honor authorizations granted due to misrepresentations made by Buyer or Seller. GAEx may withhold or revoke an Authorization Number approving a transaction under any of the following conditions:
(a) if the buyer does not have sufficient trade credits or line of credit to make such a purchase;
(b) if either party is not a Client in good standing;
(c) if seller fails to obtain an authorization number from GAEx at the time of sale.
(d) if the transaction fee for the amount of any loan request has not been paid at the time the loan application was made.
Upon Confirmation of transaction by both parties and the issuance of an Authorization number from the online system or receipt of a copy of the trade voucher (if one is used) GAEx will debit the Buyer’s account and credit the Seller’s account. Failure to comply with these procedures will place responsibility of the transaction upon the Seller and not GAEx.
15.2 Client Duties as a Buyer - Trade credits in the Buyer’s account will be reserved against an authorization number for the amount of the purchase at the time an Authorization Number is issued through the online system or by telephone. Upon receipt of the confirmed online transaction or copy of a trade voucher (if one is used), (in the event the Seller does not receive confirmed online transaction or a trade voucher (if one is used) from Buyer within 21 days of delivery, at the discretion of GAEx other forms of proof of delivery or purchase may be acceptable.) GAEx shall debit the Buyer’s account and credit the Seller’s account.
A Buyer may reject a trade within twenty-one (21) days after the transaction appears on the GAEx Client statement. Trades may be rejected only under the following conditions:
(a) the quantity delivered was not agreed as purchased;
(b) The goods or services were defective or not as warranted;
(c) The goods were not in the same condition as displayed in sample or advertising;
(d) The Buyer has formally advised the Seller and GAEx in writing within the twenty-one (21) day period that the goods or services have been rejected;
(e) GAEx has received a formal credit note issued to the Buyer from the Seller; Upon receipt of the notice of rejection, GAEx will hold the trade in abeyance subject to arbitration or resolution by the parties. Funds will only be held in abeyance for ninety (90) days unless formal arbitration is in process. If formal arbitration is in process, funds will be held in abeyance at the discretion of GAEx. All transaction fees shall remain due under the terms of this Agreement. The failure of the Buyer to formally reject the transaction within twenty-one (21) days after the date of the GAEx statement shall cause GAEx to debit the Buyer’s account and credit the Seller’s account with the amount of the purchase. Further, shall the Buyer fail to commence arbitration procedures within twenty–one (21) days of the date of the GAEx Client statement, then the Buyer waives all rights to reject the purchase. Failure to follow these procedures will place responsibility of the transaction upon the Seller and not GAEx.

16. RESPONSIBLE REPUTATION-RATING - GAEx may provide Clients with the ability to provide online feedback regarding their selling and buying experience through the online system. Clients agree to provide only truthful and relevant information. Misuse or abuse of this outlet may result in termination.

17. RECORD KEEPING AND ERRORS - All active Clients will receive a monthly notification via email or through the online system that their Client statement is available to review online. A Client’s monthly statement will be considered accurate unless GAEx is notified of any discrepancies within twenty-one (21) days from date of the statement. It is the Client’s responsibility to notify GAEx if it does not receive a monthly notification.

18. DIRECT TRADES - Direct trades between Client to avoid service fees are prohibited, and if consummated, are subject to a 14% percent cash transaction fee payable on demand, such trades may also result in suspension or termination.

19. LAWS AND REGULATIONS - Client shall abide by all applicable laws or regulations appropriate to the conduct of its business and any trading transaction and GAEx shall not be responsible on the part of Client to comply. Client shall hold GAEx harmless for any action GAEx takes to comply with the applicable laws or regulations.

20. TIPS AND GRATUITIES - All tips and gratuities shall be paid in cash at point of purchase by the buying Client.

21. TAXES - Seller shall charge the appropriate sales taxes in cash, and collect and record these on the invoice at the time of sale. Clients are advised that transactions involving Trade Dollars are generally treated as taxable events for Federal, State and Local tax purposes. The declaration and reporting of all applicable Local, State and Federal taxes resulting from trade transaction rests solely with the Client. Further, that GAEx is required by Federal law to obtain the correct Taxpayer Identification Number (TIN) of Client (who is required by law to provide such number and completed IRS W-9 form) and to report all trade sales of Clients to the IRS on Form 1099-B. Failure to provide the correct Taxpayer Identification Number (TIN) may result in the imposition of backup withholding of 20% of the gross proceeds of each sales transaction, under Federal law. Client agrees to not hold GAEx liable for any actions GAEx takes to comply with Federal tax law.

22. ASSIGNMENT OF ACCOUNT - A Client’s account is not assignable or transferable to any person, third party or businesses without GAEx express prior written consent. If clients/company assets/goods or services being used as security against any Trade Dollar loaned are no longer available, sold, or the company itself is sold or merged with another company GAEx will withdraw the extension of credit and call for repayment on demand (see clause 26 Termination). If a Client ceases trading for any reason any goods or services that have been purchased, which results in a Client having a negative balance (purchase exceed sales) remain secured to GAEx until the negative balance has been reduced to zero. Trade Dollars may not be advertised for sale without GAEx express prior written consent.

23. FAIR PRICING - Client agrees to furnish all goods and services at Client’s normal prevailing prices. GAEx reserves the right to investigate complaints of overpricing, i.e. where Seller is charging a higher price for goods or services sold on Trade Dollars than normal terms. Violations may result in termination of Client’s account.

24. STANDBY - A Client can request in writing to GAEx that their account be placed on “standby” in the event that they wish to temporarily suspend trading within the network but not terminate their account. An account may be placed on standby under the following conditions:
1) Client account must have a positive trade credit balance.
2) Client must be current in any monies owing to GAEx and have a valid Client account.

25. SUSPENSION OF TRADING PRIVILEGES - GAEx reserves the right, at its sole discretion, to suspend the trading privileges of any Client who:
1) Commits fraud against GAEx or any other Client. Fraud shall include furnishing false information to GAEx in this agreement or GAEx credit application, which Client warrants is accurate to the best of its knowledge.
2) Violates the terms of this Agreement or any other agreement with GAEx.
3) Has outstanding cash fees due to GAEx which are more than sixty (60) days past due.
4) Enters into direct trades to avoid payment of service fees.
5) Client who has a negative trade balance (purchases exceed sales), who does not promptly respond to requests from other clients purchase inquiries will be interpreted as a refusal to repay the trade credit loan.
6) Behaves in a manner which is detrimental to the GAEx network and/or fellow Clients. Such detrimental behavior shall include abuses of the Client list, including spamming or the unauthorized release of Clients information to third parties.
7) Conducts trades of illegal or prohibited items. Prohibited items shall include firearms or other weapons, illegal drugs, drug paraphernalia, prostitution, pornography, or specific products or services that are not generally consistent with standards maintained by other companies carrying the Green America Seal of Approval. GAEx reserves the right to amend the list of prohibited items at its discretion.
8) Violates the terms of confidentiality contained in this Agreement by disclosing online trading system information or by failing to take reasonable measures to protect such confidential information.
9) Ceases to be a Client in good standing in GAEx. This includes, but is not limited to, delayed payment of annual Green Business Network dues.
10) Clients reputation rating as a Buyer or Seller does not meet minimum standard as set by GAEx.
In the event of such suspension, GAEx shall give written notice to Client and Client shall immediately cease the use of the trading system.

26. TERMINATION - Either party may terminate this agreement, with or without cause, upon ten (10) days written notice to the other party. Upon termination, all cash and trade credit service fees outstanding become due and payable; transaction fees are non-refundable. If Client has a negative Trade Dollar balance (purchases exceed sales) at the time of termination, Client must balance the account with trade credit within thirty (30) days of the termination date. If any negative trade balance remains after the thirty (30) day period, Client shall immediately pay GAEx any remaining balance in cash. Failure to repay within the required time-scale will result in immediate legal proceedings being instigated to recover the debt in cash United Stated Dollar (USD) and any legal costs incurred. GAEx reserves the right to transfer the debt to a Debt Collection Agency. If Client has a positive Trade Dollar balance (sales exceed purchases) at the time of termination, Client may stay active for a period of thirty (30) days for the purpose of making purchase trades only until purchases equal sales by paying GAEx in advance the cash service fees on the positive Trade Dollar balance, until Trade Dollars are spent. Any positive Trade Dollar balance not spent within thirty (30) days of termination shall be forfeited by Client and will be transferred by GAEx into the debt reserve account.

27. AMENDMENT OF TRADING PROCEDURES, POLICIES, RULES AND REGULATIONS - GAEx may, in its sole discretion, change the Trading Procedures, Policies, Rules and Regulations and reserves the right to change the annual retainer fees and transaction fees from time to time by giving Client thirty (30) days prior written notice. Failure to give GAEx written notice of rejection of such changes within such thirty (30) day period and engaging in purchase or sales transactions after such after thirty (30) day notice period shall be deemed as acceptance by Client of the new terms. All changes to this agreement must be in writing and must be signed by an authorized representative of GAEx.

28. DISCLAIMER OF LIABILITY - GAEx makes no representation or warranty either expressed or implied and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any item of the trade transaction. Client does hereby indemnify and hold GAEx harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is Buyer or Seller. Client acknowledges that any trade transaction in which it participates is strictly voluntary. Client further agrees to hold GAEx harmless for any liability whatsoever arising out of the use, administration or operation of the trading network.

29. DISPUTES AND ARBITRATION - GAEx is functioning in a trade coordinating capacity, and as a third party record keeper, is to be held harmless from any liability arising out of transactions between Clients. In the event of any dispute arising out of a transaction between Clients, the parties seeking resolution shall refer the dispute to binding arbitration under the rules of the American Arbitration Association (http://www.adr.org) within twenty-one (21) days of the receipt of the goods or services or the commencement of the dispute. The decision of the arbitrator(s) in such dispute shall, unless waived by both parties, be referred to a court of the (appropriate state) having jurisdiction in the matter and entered into judgment.
Specifically excepted from the arbitration requirement shall be Client’s failure to pay fees due to GAEx under this agreement, which shall entitle GAEx to bring legal proceedings to collect delinquent fees plus costs of collection including court fees and reasonable attorney’s fees and interest on the unpaid balance at a rate of one and one half percent (1.5%) per month from the date of default until payment. GAEx may also report such delinquency to a credit reporting agency or refer the debt to a collection agency.

30. ENFORCEMENT - Each and every term and provision and every last term and provision contained in these Trading Procedures, Policies, Rules and Regulations is severable from every other term and provision therein. If any such term or provision shall be judged invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of the remainder of any other term or provision of these Trading Rules and Regulations. The remainder shall remain valid, legal and enforceable and in full force and effect. In the event that legal action must be taken by GAEx against a Client to enforce any provision of these Trading Procedures, Policies, Rules and Regulations, GAEx shall be entitled to recover solicitor’s fees, costs and simple interest at a rate of one half percent (1.5% per month balance compounded) from the date of default until payment.

31. ADVERTISING - Unless otherwise stipulated between the parties to this agreement, Client authorizes GAEx to notify and advertise to other Clients the availability of Client’s products or services.

32. SPECIAL TRADE PROCEDURES - The following procedures apply to transactions involving special order, construction jobs, service work, long term leases and other work-in-progress transactions:
1) Client should obtain a written estimate before authorizing work to begin.
2) Before starting, Client should obtain a deposit or down-payment in Trade Dollars, with an online confirmation and authorization number, or with trade voucher (if one is used) in the same manner as a cash transaction.

33. CONFIDENTIALITY AND NON-DISCLOSURE - Client acknowledges that, as a Client of the GAEx network, it will have access to information and materials which are confidential and proprietary to GAEx or other Clients of the network. Client agrees not to disclose information about the credit-clearing software, Client account data, Client contact data, Clients list or Clients’ email addresses to any person or entity except to other Clients or those specifically authorized by GAEx to have access to this information. Client also agrees to take reasonable precautions to safeguard the confidentiality and security of such information.

34. JOINT AND SEPARATE LIABILITY – If this application is accepted and an account is opened for the Client in GAEx, the Client and the individual signing for the Client hereby assume joint and separate responsibility for all purchases and fees as outlined in this agreement.

35. DISSOLUTION – In the event that GAEx terminates or otherwise ceases to do business, all Clients in a negative trade position will pay amounts they owe in cash (one trade dollar being equal to one dollar in cash U.S. currency) into a fund. The fund, less expenses, plus any GAEx inventory will be distributed pro rata to all Clients who are in a positive trade position. Thus, all Clients in a positive position will receive cash and/or goods for their trade dollars to the extent that the funds permit. GAEx shall not be liable to any Client’s cash or trade dollars beyond the distribution of such funds as aforesaid. Cessation of the GAEx’s operations does not release any Client from liability to make any payment due to GAEx at the time the GAEx’s operations cease.

36. LAW - In the event of any legal disputes arising from these Trading Procedures, Policies, Rules and Regulations the Laws of the District of Columbia shall apply.

37. CLIENT ACKNOWLEDGMENT AND WARRANTY – Client acknowledges that they have read the currently effective Trading Procedures, Policies, Rules and Regulations, that such Rules and Regulations may be changed by GAEx from time to time in accordance with these Trading Procedures, Policies, Rules and Regulations. Client warrants that it provided all information to GAEx in good faith and that such information is accurate to the best of its knowledge.

38. COMMITMENTS AND REPRESENTATIONS – GAEx is only responsible for any commitments and representations made in writing by a duly authorized officer. Brokers, agents, or employees of GAEx have no right to bind GAEx to any obligation or representation whatsoever without such written authorization.