NOTICE: All Exchange transactions are entered into on a voluntary basis between members. Although GSE may give referrals as a service to its clients, it assumes no responsibility for the quality, timely delivery, warranty or dispute of any nature between clients with regard to any product or service being traded. Clients should exercise the same diligence entering into exchange transactions as ordinary cash transactions. GSE is functioning in a brokerage capacity and the client does hereby indemnify and hold GSE harmless with respect to any claim, debt, or liability whatsoever arising out of any exchange transaction, herein, client is buyer or seller. The seller warrants that it has title to such products, free and clear from any lien or encumbrance. Other than set forth above, products are sold," as is, where is." With respect to any products or services purchased by buyer through GSE buyer recognizes that such items are produced and provided by others and not by us or our affiliates. We make no warranty either expressed or implied, by operation of law or otherwise as to the merchantability or fitness of a particular purpose of such products or services, and buyer shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty.

GSE is not responsible for collection of any cash component to transactions done through GSE.

Terms and Rules of the Green Society Exchange Membership Agreement

 Upon ACCEPTANCE into The Green Society Exchange, Member Agrees
 
1.    To make available goods and/or services to other GSE Members, in exchange for trade dollars at regular prevailing prices. Trade dollars shall not be considered as a security or legal tender by either THE GSE or its Members, IT IS EXPRESSLY UNDERSTOOD THAT FOR ALL PURPOSES OF VALUATION ONE TRADE DOLLAR IS EQUIVALENT TO ONE DOLLAR IN UNITED STATES CURRENCY OR THE LOCAL U.S. DOLLAR EQUIVALENT IN THE COUNTRY WHERE THE TRANSACTION TAKES PLACE. WHERE THE TRANSACTION INVOLVES A U.S. BARTER COMPANY, THE TRANSACTION SHALL BE VALUED IN U.S. DOLLARS.
 
2.    To accept GSE Trade Dollars as payment for goods and services. Members can halt their sales at any time they have a positive balance of GSE trade dollars.
 
3.    That the GSE does not make any representations or guarantees with respect to the quality or volume of business that Member will derive from participation in the GSE
 
4.    That the GSE will use its best efforts to accurately record trades, to administer the GSE Rules in accordance with its terms and to broker members' products and services. However, Member acknowledges that the sole principals in any trade are the buying and selling members involved, that trades are entered into voluntarily, and that the GSE is not the agent of any member, nor is it the guarantor of any transaction or trade dollar.
 
5.    To grant to the GSE Council the right and power to regulate and control the number of outstanding trade dollars within the GSE system, and to make trade dollar loans and/or assign credit lines as stipulated in the GSE Rules.
 
6.    That for a transaction to take place through the GSE System, the seller is required to notify the GSE of such proposed transaction and obtain the proper authorization number.
 
7.    To examine its monthly statement immediately upon receipt, and to advise the GSE of any discrepancies, in writing via certified mail, within fifteen (15) days OF RECEIPT OF SUCH STATEMENT. The Member further agrees to the accuracy of the statement and agrees to be bound thereby, if Member fails to notify the GSE within fifteen (15) days OF RECEIPT OF SUCH STATEMENT.
 
8.    That it may cancel this agreement at any time, EXCEPT DURING PERIODS OF DELINQUENCY. Upon cancellation, the Member may only recover value of its position by effectuating purchase transactions through the GSE System. To engage in transactions through the GSE System, the Member must be current on all fees, interest and penalties due the GSE under the GSE Rules. Members are responsible for all fees, interest and penalties incurred while the account is in overdraft status. Accounts may not be canceled until overdrafts are paid in full.
 
9. That each and every term and provision contained in the GSE Member Contract Agreement and Rules and Regulations is severable from every other term and provision therein. If any such provision or term shall be invalid, illegal or unenforceable, it shall not affect the enforceability, validity, or legality of the remainder of the terms and/or provisions of the Member Agreement or GSE Rules.
 
 
10.    That the GSE Council, may, at its sole discretion, modify, amend, or change the terms of this   Agreement and the GSE General Guidelines and Rules from time to time by giving thirty (30) days prior notice to all GSE members. Member agrees that any purchase or sale of products or services after the thirty- (30) day notice period shall constitute acceptance of the new provisions.
 
 
It is acknowledged and understood that this Contract, including all of the Terms and Conditions attached to this form and The GSE Rules and Regulations and the General Trading Policies and Procedures now in effect, or hereafter adopted or amended, constitute the entire contract between the parties, and that this contract shall be binding upon the heirs, successors, administrators and assigns of the Member. In the event of bankruptcy, insolvency and/or the failure of the members’ business or corporations, to clear any and all delinquent overdrafts, the signer of this document explicitly agrees to be personally liable and personally guarantee any and all such delinquent overdrafts.  This Contract becomes effective when the contract is signed by the proposed Member and Member receives their personal GSE member log-in and pass code.

Green Society Exchange General Rules and Procedures

The following General Rules and Procedures for the Green Society Exchange hereinafter referred to as the (“GSE”) form part of and are included in the GSE Account Application and Agreement (“Agreement”) that has been made by Member with the GSE (“Member”).  Any trade purchase or sale by Member constitutes acceptances of all terms and conditions of these the GSE Rules as most recently furnished by the GSE, even though the Agreement and/or the GSE Rules may not have been signed by Member.
 
 
PURPOSE OF THE GSE
 
The Green Society Exchange is the new financial channel for distributing wealth into a private green association with a thriving resource based economy. It will act as a record keeper for fair trade and green certified products and services. It will also create a community marketing campaign to express the importance of the being green.
 
NATURE OF THE PARTIES
 
The GSE is a not for profit corporation. The GSE acts as a broker, clearinghouse and third-party record keeper of barter transactions among its members.  All transactions are between the buyer and the seller.  The GSE bears no responsibility for the quality or delivery of any product or service traded.
 
Member of the GSE may be a regular voting member of the Green Society Association that has contracted with the GSE to exchange its goods and/or services with other members and subscribes to the GSE’s record keeping services.  Member grants to the GSE Council the exclusive right to regulate the GSE, to establish policies and procedures and make decisions that the GSE Council, in its sole judgment is deemed necessary to fulfill the purpose of GSE.  GSE Members’ clients are individuals or business entities that have contracted with Member to use the services of Member to facilitate barter transactions.  Member arranges the terms and conditions of its contract with its clients and manages the barter transactions among and between its clients.  The GSE facilitates barter transactions between its Members, and in the regular course of business does not conduct, supervise, or regulate transactions with Members’ clients.
 
The GSE Council may, from time to time, engage in activities on behalf of members of the GSE to maintain the value of the GSE currency.  These activities may include, but are not limited to, offering goods for sale in the GSE system on its own behalf and using proceeds of sale of these goods to offset any systemic deficits within the trading system.  Member acknowledges that these trading system support transactions may occur, and consents thereto.
 
 
NATURE OF THE GSE DOLLARS
 
Member will offer its products and/or services at regular prevailing prices to other members of the GSE in exchange for the GSE trade dollars posted to Member’s account pursuant to these Rules.  Members agree that trade dollars are not legal tender, securities or commodities. GSE trade dollars are equivalent to one dollar in United States currency or the local U.S. dollar equivalent in the country where the transaction takes place.  Ownership of trade dollars denotes the right to receive products or services available from other members of the GSE.  Trade dollars may be used only in the manner and for the purpose set forth in these rules.  The GSE specifically disclaims any responsibility for the availability of goods and services from any source.  The GSE does not function as a bank; accounts held with the GSE are not insured by any government or quasi-governmental entity.  
 
 
GSE ACCOUNTING
 
The GSE shall operate as a zero (0) balance accounting system.  The GSE shall maintain a General Operating Account and a Debt Reserve Account within the GSE system.  However, the GSE General Operating Account shall not have a credit line and must operate from a positive position at all times
 
Transaction fees collected in trade dollars shall be deposited into the GSE General Operating Account.  The GSE General Operating Account revenue shall be used to fund GSE operations and expenses and to promote the GSE.  Monthly fees and deficit fees taken in trade dollars will be deposited into the GSE Debt Reserve Fund.  The GSE shall operate on an established yearly budget prepared by GSE Management.
 
 
QUALIFICATIONS FOR PARTICIPATION IN THE GSE
 
All applicants to the GSE are subject to review and approval by GSE Council.
 
All GSE members are required to have Internet access capability to participate in the GSE.  Each Member will be assigned a username, password and a confidential personal identification number (PIN).  This PIN will be used for the confirming and acceptance of all transactions.  Transactions are posted via the Internet.

 
TRADE PROCEDURES
 
To receive credit for a transaction, buyer and seller must confirm to the transaction by entering their assigned four digit PIN# . An authorization number from the GSE Administrator will also be necessary before a trade will be considered complete.
 
The GSE reserves the right to reject any transaction and to refuse to issue an authorization number for any of the following reasons including, but not limited to:
 
The buyer does not have sufficient trade dollars in its account or approved line of credit;
The buyer is more than 30 days delinquent in its cash fees due the GSE; or
The transaction is in conflict with these Rules.
 
Completion of a transaction instantly applies trade dollars from the buyer’s account to seller’s account.  Both buyer and seller may automatically be notified by email of the transaction detail.
 
TAXES
 
It is Members’ responsibility to ensure that all applicable sales, value added, excise or other transfer taxes on transactions conducted through the GSE are collected and paid in a timely manner to the appropriate state and/or national authority.  It is also the responsibility of Member to file all applicable tax returns or reports relating to transactions conducted in the GSE with the appropriate state and/or national authority.  The GSE is not responsible for the collection or reporting of any taxes arising from transactions through GSE.
 
Member agrees and affirms that the GSE is not acting as its agent, and in the event any jurisdiction successfully asserts any obligation to collect or pay any tax or fee upon the GSE, Member agrees to hold the GSE harmless and will reimburse all such taxes and fees (including any interest, penalties and other costs) incurred by the GSE, in cash, upon presentment of any obligation so owed.  Member agrees that the GSE is not an importer or exporter of any goods or services sold internationally through the GSE.  Member is responsible for ensuring that all applicable customs, export control, sanctions, anti-boycott, and other international trade laws and regulations of all relevant countries are strictly adhered to and complied with in any transaction and in the event any jurisdiction sucessfully asserts liability on the part of the GSE, Member agrees to hold the GSE harmless and will reimburse any and all monetary sanctions imposed or incurred by the GSE, upon presentment of any obligation so owed.
 
CREDIT LINES
 
Member grants to the GSE Council the right and power to issue trade dollar credit lines to any member on terms and conditions consistent with the then current GSE credit policies and members’ credit worthiness and ability to repay.  The exercise of the power shall be at the sole discretion of the GSE Council with regard to interest, terms, conditions and other particulars.  Member requesting a credit line shall submit an application for credit and shall be required to sign and guarantee both corporately and personally for the credit line, unless the GSE Council approves collateral in an amount of cash (or its equivalent) equal to a minimum of 50% of the trade dollar amount of the credit line.  Member hereby authorizes the GSE or its authorized agents to make whatever credit investigation is deemed appropriate to assess Member’s credit worthiness.  The GSE Council shall determine the actual amount of a member’s credit line according to the credit policies established by the GSE Council in addition to those enumerated in this paragraph.  In no case shall the credit line be more than the amount requested by the member.  Member with an approved credit line must achieve a positive balance in his or her account at least once during any twelve (12) month period, or their 12-month cumulative sales must exceed the credit line.  The GSE Council reserves the right, in its sole discretion, to reduce the amount of any member’s credit line at any time. The GSE Council shall determine the total available amount of credit in the GSE.
 
 
FEES
 
Member agrees to the following fees:
 
Transaction fees is based on a fairtrade wholesale/retail margin, and will differ based on the member, and the product or service being offered.
 
 A monthly statement of account will be sent to each Member by e-mail attachment or facsimile where necessary and/or requested.
 
The GSE Council may, at its sole discretion, change the fee structure and interest rate in order to maintain the fiscal integrity of the GSE.  The GSE Council will provide written notice via e-mail to Members at least thirty (30) days prior to implementing a fee change.
 
SUSPENSION OF TRADING PRIVILEGES
 
The GSE Council reserves the right, at its sole discretion, to suspend Member’s trading privileges to protect the integrity of the trading system.  A member so suspended may receive written notice via certified mail.
 
 
DISPUTES
 
The GSE – functioning in an exchange capacity and, as a third-party record keeper – is to be held harmless with regard to any liability or dispute arising between members.  If Member disputes a transaction, Member must notify the seller and the GSE Administrator by certified mail within ninety (90) days after Member is notified of the authorized transaction by email.  Upon notification of a dispute, the GSE Administrator will request proof of delivery from the Seller.  If the seller is unable to prove delivery of the goods or service, the funds will automatically be returned to the buyer.  If the seller provides proof of delivery, the funds will be posted to the seller’s account.  Final resolution of disputes is the responsibility of the parties to the transaction.  The GSE Administrator may, upon approval of the GSE Council, freeze funds involved in a disputed transaction and place such frozen trade dollars into an escrow account to be held until their release is authorized by the mutual consent of the parties to the disputed transaction, or by an arbitration authority of competent jurisdiction.  
 
ASSIGNMENT
 
Member accounts may not be assigned, transferred or sold without the prior written approval of the GSE Council and completed transfer forms.  The terms of these GSE Rules are binding upon Member’s heirs, successors and assigns, and on the administrators of an individual Member’s estate.
 
The GSE may assign its rights and obligations under these Rules or any portion thereof.
 
CLAIMER OF LIABILITY
 
By signing this agreement and agreeing to participate in the GSE, Member agrees to indemnify, hold harmless, and defend the GSE and its management or owners with respect to any claim, debt or liability whatsoever arising out of any transaction wherein Member is a buyer or seller.  Member acknowledges that any barter transaction in which Member participates shall be on a voluntary basis.  In no event shall the GSE be liable for any direct, indirect, incidental, or consequential damages arising from or in connection with the operation of the network including but not limited to loss of data, loss of projected revenues, or the costs of obtaining substitute goods or services, arising under any theory of liability, even if the GSE was advised of, knew of, or should have known of, the possibility of such damages.
 
AMENDMENT OF GSE RULES
 
The GSE Rules and fee schedule may be amended by the GSE Council and with thirty – (30) days written notice to members.  Any transaction that takes place in the month following the month notice is given to Member constitutes acceptance of the amended rules.
 
 
 
 
CANCELLATION AND TERMINATION
 
Member’s breach of this agreement and/or GSE Rules may cause Member’s account to be cancelled by the GSE.  Member’s account may also be cancelled if, in the sole discretion of the GSE Council, Member has acted in a manner that is detrimental to the GSE or its members.  In the event of cancellation of Member’s account, Member and/or guarantor hereby agree to pay any negative trade account balance either in products acceptable to the GSE or in cash or currency upon Member’s receipt of the Notice of Cancellation via certified mail.  If the balance in Member’s account is positive upon Notice of Cancellation, GSE may, at its sole discretion, permit Member to continue trading for ninety (90) days thereafter under such restrictions as GSE may impose to ensure that trading on the account is directed only toward clearing the positive balance to zero.  Member agrees to prepay any fees owed on future trading and monthly fees in order to utilize balance of trade dollars.  Any positive balance remaining in Member’s account ninety (90) days or more following delivery of a Notice of Cancellation shall thereafter be subject to the GSE Credit and Delinquent Account Parameters   
 
In the event Member’s account is inactive (no sales or purchases) for a period in excess of 120 days, the GSE Council may, in its discretion, close the account.  However, prior to closing the account, a 30-day notice will be sent via electronic mail or certified mail giving Member an opportunity to petition the GSE Council to reactivate the account.  Such reactivation shall be in the sole discretion of the GSE Council.
 
CONTINGENCIES AND DISOLUTION
 
The GSE Council has the right to change, suspend or discontinue any aspect of its services.
 
In the event the GSE ceases operating as a facilitator of barter transactions between its Members, the GSE will attempt to collect as many outstanding debit balances as practical from Members.  When, in the sole discretion of the GSE, a reasonable share of outstanding debit balances have been collected from Members, these collected funds, in conjunction with funds in the GSE Debt Reserve Account will be used to constitute a fund from which then outstanding credit balances will be paid on a pro rata basis to Members holding credit balances.  GSE shall have no liability to compensate Members in any way for their credit balances in the event of any dissolution or winding up of the GSE.
 
 
 
INDEPENDENT BUSINESS ENTITY
 
In performing any transactions through the GSE, Member is independent of GSE and the personnel and other representatives of Member do not act as agents or employees of either the GSE.
 
In performing any transactions through the GSE, Members trading within the GSE are independent of the GSE and are solely responsible for negotiating the terms and conditions of particular transactions with other Members subject to these Rules.  Member shall have complete charge and responsibility for personnel employed by Member.
 
ENFORCEMENT
 
Member agrees that each and every term and provision contained in this agreement is joint and several with regard to every other term or provision therein.  If any such provision or term shall be invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of the remainder of the terms and/or provision of the agreement.
 
 
NOTICES
 
Unless otherwise agreed in writing by the parties or as required herein, all notices to the GSE regarding these Rules shall be sent by recognized courier or delivery service to GSE Headquarters at 502 North Division Street
Carson City, NV 89703
 
All notices to Members may be sent by any means reasonably calculated to provide adequate notice, including by electronic mail, unless otherwise provided herein.
 
ARBITRATION
 
All GSE members agree to settlement of any claims or disputes with the GSE by binding arbitration in accordance with the rules then in effect of the American Arbitration Association.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay such costs and expenses directly related to the arbitration as are determined by the arbitrator.
 
At the time of application all members shall sign an Arbitration and Waiver of Jury Trial Agreement.