The BarterPays!® Rules

BarterPays! Inc.
2587 Route 9 North, Howell, NJ 07731



  1. Contract. The within Rules/Bylaws are part of the Contract between Member and Barter­Pays!® Inc. (hereinafter “Barter­Pays!”). Any transaction by Member constitutes acceptance of all terms and conditions in the Rules. Said Rules apply to all existing as well as new Members.

  2. Changes in Rules. BarterPays! may change, delete, or add to all or part of the Rules without notice. All changes to the Rules will be effective upon posting on the BarterPays! website. If these Rules in any way conflict with the provision(s) in Membership Agreement, then these Rules shall control.


  1. The parties.

    a. “BarterPays!” is an association of businesses desiring to exchange its goods and/or services with other business members. Barter­Pays! manages the network, acts as recordkeeper, and performs other related services.

    b. “Member” is a legitimate business that wants to exchange its goods and/or services with other members within the exchange, and agrees to participate in the BarterPays! recordkeeping and barter services.

  2. Sales.
    Member-Seller (hereinafter “Seller”) agrees to sell products/services to Member-Buyer (hereinafter “Buyer”) for BarterPays! Barter Dollars (“BP”) at Seller’s prevailing or normally advertised price/fee and on a similar priority given to other customers/clients. Seller is not obligated to discount or accept “coupon” prices/fees, but agrees not to charge in excess of Member’s everyday price/fee for its products/services.

    However, Member may charge in excess of its everyday price for its products/services when Member’s profit margin for such products over and above its cost of goods sold is less than forty percent (40%); in such cases the excess price charged may not exceed that which would produce a forty percent (40%) profit margin over and above Member’s cost of goods sold. As used herein, “cost of goods sold” shall be defined as those costs which are exclusive of fixed operating and labor costs.

    a. Limits/Restric­tions. Any limit(s) and/or restriction(s) on products/services offered by Member, including but not limited to type of products/services offered, must be approved in writing by BarterPays! in advance of Member imposing such limit(s) and/or restrictions. Under no circumstances may Member limit and/or restrict its offering of products/services while Member’s account has a negative trade balance or when cash fees are due. BarterPays! reserves the right to limit the availability of high demand or short supply goods and services to a member that limits its offerings, cancel credit line, if any, and/or terminate the account.

    b. No Cash Transactions. Member agrees to sell its products/services at 100% Barter Dollars. Cash transactions, except as provided in Section B2c and B2e below, are not permitted. As used herein, the term “cash” refers to US Dollars, and such term is used to distinguish between US Dollars and Barter Dollars. “Cash” also refers to payments by cash/coin, check, money order, debit or credit card payments, etc.

    Unreported direct trading is prohibited. The term “direct trading” refers to members who buy and/or sell on a one-to-one basis without authorizing transactions via the BarterPays! accounting system, or who switch record-keeping of transaction(s) to an alternate barter system.

    c. Single transaction over $10,000. Buyer and Seller may negotiate part-cash for any single transaction above $10,000 provided that for each such transaction: i) there be a minimum payment of $10,000 Barter Dollars; and ii) the Barter Dollar portion must be at least fifty percent (50%) of the transaction; and iii) the account of Seller has a positive trade balance; and iv) the full amount of the transaction (including the cash portion) is disclosed to BarterPays!; and v) the Seller pays the sales commission on the cash portion; and vi) the transaction has been approved in writing in advance by BarterPays!.

    All part-cash transactions are strictly prohibited without the permission of BarterPays!.

    d. Special Circumstances. Seller agrees not to accept cash under any circum­stance if Seller refuses a Barter­Pays! transaction. If Seller will not barter it, they may not sell it outside of BarterPays! for cash or direct trade. Seller and/or Buyer shall immediately notify BarterPays! of any such situations to allow BarterPays! to redirect the Buyer to another Seller. If Buyer pays cash to Seller, it will be recorded as a direct trade, with both Buyer and Seller responsible for a broker’s fee.

    e. Permitted Cash Transactions. Seller may accept payment in cash from Buyer if barter-dollar authorization for Buyer has been declined by BarterPays! for services that have been completed or consumed. Under no other circumstances may Seller accept cash from another member, except for payment of sales tax, gratuities, insurance, tolls, shipping, and as may be permitted in Single Transaction, Section B2c, or with express written permission from BarterPays!.

    f. Going “On Hold or “Inactive.” Members with positive trade balances in excess of $10,000 may become inactive and may be permitted to decline to sell products/services in the BarterPays! exchange in order to “spend down” Member’s positive trade balance. Inactive/on-hold member pays general rates and monthly fees in US Funds; no discounts or special rates are applicable. Member on hold/inactive may not sell to barter members outside the barter network for US Dollars or direct trade or through other barter networks.

    Member must notify BarterPays! via email or certified mail if Member wishes to be put “on hold.” Email shall be considered received only when such email is acknowledged by BarterPays! via return email. Any Member who refuses to accept a BarterPays! transaction without first going “on hold” pursuant to these Rules shall incur a cash fee up to $500 for each such refusal.

  3. Trading Assistance.
    BarterPays! will assist Members to trade among themselves by means of: assistance of trade brokers in facilitating trades, when possible; periodic electronic mailings; and the BarterPays! website. It is up to the Member’s initiative to derive benefits from these services.

    The Trading Assistance described above is intended for the use of BarterPays! members to facilitate trading in the BarterPays! Network. Trading Assistance may not be used to solicit BarterPays! Members for other business ventures outside the BarterPays! Network. All other uses of Trading Assistance provided by or obtained from BarterPays! including but not limited to selling, giving, trading, exchanging, furnishing, granting, assigning, or otherwise imparting any names, addresses, or any other information to any other barter exchange, group, partnership, corporation, limited liability company, organization, or other entity is strictly prohibited without the express written permission of BarterPays!.

    The responsibility for the conduct of a transaction is exclusively that of the buying and selling members. BarterPays! will use its best efforts to record trades accurately, to administer these Rules in accordance with their terms, and to assist in the sale of Member’s goods and services to other BarterPays! Members. However, Member acknowledges that the sole principals in any barter transaction are the buying and selling Members involved, that barter transactions are entered into voluntarily, and that BarterPays! is not the guarantor of any barter transaction. BarterPays! makes no express or implied warranties as to the quality of the goods or services of the BarterPays! Network members.

  4. Availability of Products and Services.

    a. BarterPays! will use its best efforts to solicit businesses having products and/or services to satisfy the needs of its members. However, BarterPays! shall not be responsible or liable to Member if Member cannot or does not buy specific products and/or services from other Member(s).

    b. No representation is made by Barter­Pays! that the products and/or services are available at all times, nor does BarterPays! guarantee any Member’s sales volume or guarantee customers to Members.

    c. BarterPays! shall have the sole, exclu­sive, and ultimate authority to determine which Member(s) may purchase from other Member(s) products and/or services which may be in limited supply and/or great demand.


BarterPays! reserves the right to adjust the amount of Fees and Commissions at any time.

  1. Monthly Maintenance Fee.
    Member shall pay the prevailing monthly maintenance fee for each month that Member has an account with BarterPays!.

    i) Active Membership on autopay: $14 US plus $10 Barter Dollars; ii) Active Limited Membership: See Rider Agreement. iii) Any Inactive Membership or not on autopay or over line of credit: $24 US.

  2. Commission.

    a. Transactions through BarterPays!. Member agrees to pay a commission as the Buyer on the portion of any transaction amount paid with Barter Dollars or direct trade. Buyer commission on Active Memberships are 14-17% US base rate, determined by BarterPays! management. BarterPays! shall be entitled to a full commission on any and all transactions involving returns, exchanges, and/or cancelled orders. Add 2% to broker rates if not on a monthly fee plan, or an inactive status, or when purchasing on a line of credit. Buyer agrees to pay 1.25% in barter dollars as the Seller on each transaction for the Loss Reserve Fund.

    b. Transactions outside of BarterPays!. Member agrees to pay a commission as the Seller on the portion of any transaction amount not paid in Barter Dollars that the Seller and Buyer originally connected, or previously recorded, a transaction through BarterPays!. This includes transaction(s) in all cash, a portion in cash, direct trade, or paid through other barter system currencies. BarterPays! shall be entitled to a commission for the life of Member’s business relationship with one another, whether or not a current member of BarterPays!. Seller agrees to pay a commission on the cash portion for all transactions, including but not limited to insurance payments, except that which is prohibited by law.

    Any Member who trades directly with another Member or who uses another barter system or similar organization to account for a transaction connected or originated by BarterPays! shall be responsible to pay a commission to BarterPays! in addition to any fees due to such other barter system or organization. Such direct trade or transaction will be recorded as both a sale and a purchase for both the Buyer and Seller. In addition, a penalty in the amount of $500 US may be assessed. Any Member which denies participating in direct trading shall provide their billing/account records from all barter systems in which Member trades and any other recordkeeping necessary as proof.

    Any Member who uses BarterPays! Trading Assistance (see Section B3) or contacts to recommend or refer Members of BarterPays! to other barter exchanges or similar organizations shall be assessed a penalty in the amount of $500 US per infraction.

    c. All Transactions.
    Seller must report to BarterPays! all amounts received in any transaction with another Member brokered by BarterPays!, in­cluding but not limited to: Barter Dollars, cash, direct trades, and other barter currencies.

    Cash commission is not due on cash received for sales tax, gratuities, shipping, and tolls/parking fees.

    d. Disbursements.
    BarterPays! reserves the right to assess cash surcharge(s) for shipping/handling, printing of statements and/or ledgers, replacement Member cards and literature, and other disbursements.

  3. Collection of Fees and Commissions.

    a. Cash fees and commissions are due and payable upon posting of monthly Statement online, or when you reach $100 US or more in cash fees due. A late charge will be assessed each month for past due cash fee balances exceeding twenty (20) days from date of Statement, in the amount of $10 US or one-and-one-half percent (1-1/2%) of cash fee balance amount, whichever is higher.

    b. BarterPays! reserves the right to charge monthly fees in cash rather than Barter Dollars for any Member account which has fees past due, inactivity, not on autopay, or has exceeded its credit line.

    c. Returned checks. Any checks returned by a Member’s bank for any reason will be subject to a minimum cash fee of $25 US.

    d. BarterPays! shall have the right to withhold release of Member’s Barter Dollars when cash fees are due or a credit card payment is in dispute.

    e. Negative trade balance (barter debt), if any, shall be due and payable in cash to BarterPays! when: i) cash fees, commissions, and other charges are ninety (90) days or more past due; or ii) where BarterPays! determines, in its sole discretion, that Member is in violation of Membership Agreement or any Rules set forth by BarterPays!; or iii) Member’s account is inactive for six (6) months or more.

    f. Member agrees to pay all costs of collection, which shall equal twenty percent (20%) of all amounts due, in addition but not limited to attorney’s fees and the maximum interest as permitted by law in the event Member defaults in any obligation to Barter­Pays! or other members.


  1. Trade Procedures.

    a. Paying with a BarterPays! member account card.

    i) For all transactions, Buyer shall contact BarterPays! for all referrals of vendors that are not listed in the online directory. Buyer must identify himself/herself to Seller as a barter member immediately, prior to scheduling or entering premises of Seller, and Buyer agrees to follow any other trading procedures Seller and/or BarterPays! representative has specified. Contact BarterPays! for particular Seller’s requirements. Member agrees that BarterPays! shall have no liability whatsoever to Buyer or Seller arising from the trans­action or referral thereof. ii) For all transactions, Seller shall use the online authorization system on the BarterPays! website, or the 24-hour phone authorization system, or shall contact BarterPays! by telephone during regular business hours to confirm that Buyer has sufficient Barter Dollars avail­able in Buyer’s account and to obtain author­iza­tion to conduct transaction with Buyer. iii) Buyer shall present its digital member card with account information to Seller. Seller may record the authorization number on the BarterPays! transaction form or another form of record-keeping, such as a contract. Seller agrees to retain records of BarterPays! sales documentation for a minimum of one (1) year from transaction date. Seller and Buyer will notify BarterPays! if they do not receive email notification of the transaction. iv) Buyer agrees to pay a sales commission to BarterPays!, except as provided in Section C2 (Fees and Commissions) or elsewhere in these Rules. v) Buyer agrees to pay taxes and gratuities, if any, in cash, directly to Seller at time of purchase, unless other arrangements are agreed to by the parties. vi) Member must deposit all Barter Dollars into Member’s own account. Any transfer or withdrawal of Barter Dollars shall be considered a separate transaction, and subject to sales commission.

    b. BarterPays! BarterCard Gift Cards and Member-Issued Gift Cards and Certificates.

    i) Seller agrees to accept all Member-issued Gift Cards and Certifi­cate(s) previously issued by Seller, providing it is used according to the rules printed on its face. ii) Buyer and/or User of BarterPays! BarterCard Gift Cards agree to abide by the rules and limitations printed on them as well as other terms and policies posted on the BarterPays! website when using same for payment in a transaction with other BarterPays! members. User agrees to pay any and all taxes, tips, tolls, and gratuities in cash to Seller at time of purchase. User will not receive any cash or credit back for overpayment. iii) BarterPays! shall not be responsible for any BarterCard Gift Card or Certificate(s) lost or stolen, or not accepted or redeem­ed within sixty (60) days of the date of issue.

    c. Escrow accounts.
    BarterPays! reserves the right to place Buyer’s payment for uncompleted sales in an escrow account. BarterPays! shall transfer the escrowed funds to Seller’s BarterPays! account when work is completed or goods are delivered, in increments at the sole discretion of BarterPays!. This provision shall apply to advertising, construction projects, and merchandise ordered but not yet received, or any other situation deemed appropriate by BarterPays!.

    d. BarterPays! reserves the right to reject any transaction that does not follow procedures.

  2. Problem Transactions.

    a. Transaction disputes are only between the Buyer and Seller, and BarterPays! accepts no responsibility other than recording the transaction in the ordinary course of business. BarterPays! is not responsible for and Member agrees to hold BarterPays! harmless and releases BarterPays! from any and all liability including but not limited to the following:

    i) Alleged product or service defects; professional malpractice; negligence; and/or any claims of any nature whatsoever arising from the sale and/or purchase of goods and/or services between members. ii) Disputes and non-payments arising from BarterPays! purchase and sale transactions between members. iii) Unauthorized use of Member’s account/account card. iv) Accounting problems due to mail delays or loss, or other situations beyond the control of BarterPays!.

    b. Disclaimer of warranty and liability. BarterPays! is not a party to, and is not responsible for transactions between members. BarterPays! makes no representation of warranty, either express or implied, and disclaims all liability as to the fitness, quality, delivery date, merchant­ability, prices or any term of any trans­action. Member does hereby indemnify and hold BarterPays! harmless 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 trans­action in which it participates will be on a voluntary basis.

    c. Where transaction disputes arise between members BarterPays! reserves the right to place any portion of disputed transaction amount(s) into an escrow fund pursuant to procedures established by BarterPays!.

    d. Accounting statements are con­sidered accurate as recorded, unless Member notifies BarterPays! in writing or email of discrep­ancies within thirty (30) days of Statement date.

  3. Violation of Rules.

    BarterPays! has the right, but not the obligation to inquire into complaints of Rule violations by a Member. Violations of these Rules may result in termination of Member and/or adjustment to the trans­actions involved. If Member fails to buy from and sell to other members in accordance with these Rules, Member will be in material breach of these Rules. If Member violates any term of the currently effective Rules of the Membership Agreement, BarterPays! may immediately terminate Member’s account or may freeze all activity in the account without notice until such time as BarterPays!, in its sole discretion, reinstates the Member or terminates Member’s account. See Section F2, Termination.

  4. Taxes.

    a. Seller shall charge the appropriate sales and excise taxes and collect and record these as required by law. Under no circumstances is BarterPays! responsible to pay any sales, excise, use or other such tax on behalf of any member.

    b. Member is responsible for including barter sales as part of gross income reported to respective State and Federal Agencies. Member should consult with an accountant or tax advisor as to how barter sales and purchases will affect Member’s net income.

    c. BarterPays! is required to report all BarterPays! sales to the IRS.

    d. It is the Member’s responsibility to notify BarterPays! of any changes of legal name, Federal ID, or Social Security number, prior to December 31 in year of change in order for BarterPays! to correctly report sales to the IRS. Member must provide to BarterPays! updated W-9 and execute a new Membership Agreement upon any change in ownership of Member. BarterPays! reserves the right to obtain updated tax and ownership information at any time.


A “credit line” or “loan” may be assigned to Member by BarterPays!. Said credit line and loan constitutes a loan from BarterPays! to Member.

  1. Personal Guaranty.
    BarterPays! may require Member to execute personal guaranty for credit line and loan.

  2. Cash Reserves Account.
    A Cash Reserves Account is an extra payment of US Dollars deposited by Member in its BarterPays! account, as requested by BarterPays!. The amount of the Cash Reserves is determined by BarterPays!.

    a. BarterPays! may require Member to activate a Member’s Cash Reserves account for: i) Credit line or loan; ii) Exceeding credit line; iii) No valid credit card on file; iv) Poor payment history with BarterPays!; and/or v) Negative trade balance for a lengthy period.

    b. Activating a Member Cash Reserves Account for a Negative Trade Balance (credit line).

    BarterPays! may require Member to activate its Member’s Cash Reserves account, by depositing a percentage of a loan amount in US Dollars, to be held by BarterPays! to secure a line of credit or loan, or when carrying a negative trade balance for long period of time, or when Member has exceeded its credit line.

    1) BarterPays! will deactivate the Cash Reserves account, and refund the cash reserves amount into Member’s BarterPays! account, in the form of a cash credit, if Member reaches a positive trade balance within twelve (12) months from deposit of Cash Reserves payment.

    2) BarterPays! will deactivate the Cash Reserves account, and credit Member’s BarterPays! account, in the form of a barter credit, if Member has not reached a positive trade balance at twelve (12) months, or sooner, if the account is terminated.

    c. Activating a Member Cash Reserves Account for Payment of Fees.

    BarterPays! may require Member to activate Member’s Cash Reserves account, by maintaining a minimum cash credit of twenty (20%) percent of its available trade balance at all times, if there is no valid credit card on file, or Member has demonstrated poor payment history with BarterPays!.

  3. Adjustment of Credit Line.
    BarterPays! reserves the right, in its sole discretion, to regularly adjust Member’s credit line based upon but not limited to the following: i) aggregate level of transactions within the BarterPays! exchange; ii) availa­bility of Member’s product/service; iii) fee and commission payment history of Member; iv) number of other barter exchanges Member belongs to; v) violating the terms of your membership or Gold rider; and vi) general service and performance record.

  4. Credit Line Deficit.
    Member agrees that any deficit over and above Member’s credit line, as may be adjusted by BarterPays!, shall be payable in cash upon demand of BarterPays! or cash held in Member’s Cash Reserves.


  1. Member may request to terminate its membership at any time by notifying BarterPays! in writing, and delivering said request via certified mail, return receipt requested, or by email, with a response from BarterPays! of email confirmation to ensure receipt. Members with negative trade balance: All cash fees due and cash equal to any negative trade balance, shall become immediately due to BarterPays!. Monthly fees continue to accrue until account is paid in full. Members with positive trade balance: All fees and commissions continue to be charged until account has zero cash and barter balances.

  2. Termination.
    BarterPays! reserves the right to terminate membership at any time pursuant to or upon Member’s violation of these Rules, or for any reason whatsoever where BarterPays! determines in its sole discretion that any or all of the following apply:

    a. Member has conducted its business transactions in an inappropriate and/or unprofessional and/or unethical manner and/or engages in overpricing and/or unreported direct trading;

    b. Member fails to report sales with any other Member for any reason whatsoever;

    c. Member unreasonably has refused to service other BarterPays! members or does not do so in a timely or appropriate manner;

    d. Member is in violation of any Local, State or Federal law and/or regulation;

    e. Member has outstanding cash fees and/or commissions owed to BarterPays! more than ninety (90) days past due;

    f. Member’s account has been inactive or Member has participated in a low level of trade activity as determined solely and exclusively by BarterPays!;

    g. Member’s business has changed ownership. New owner may re-establish account by entering into new Membership Agreement with BarterPays!, provided that all fees, commissions, and negative trade balance, if any, from prior owner’s account are paid in full in cash;

    h. Member’s association with BarterPays! is not beneficial to the BarterPays! Network, as determined solely and exclusively by BarterPays!.

    Member agrees that BarterPays! shall not be held liable for any such termination, or for any and all incidental and/or consequential damages which may result therefrom.

  3. Effect of termination.

    a. All transaction fees, monthly maintenance charges, and late fees will continue to accrue until any positive or negative trade balance is zero balance, and cash fees are zero balance.

    b. Upon termination of membership, all negative trade balances (barter debt) shall be immediately due and payable in cash by Member to BarterPays!.

    c. No cash refunds will be given by BarterPays! to Member for positive trade balance under any circumstances. BarterPays! shall issue an upgraded Bartercard gift card for trade balances under $100 after all fees are paid off. Larger trade balances will remain inactive accounts, and all fees continue to accrue, including monthly fees. Inactive accounts must provide an acceptable form of cash payment to spend any positive trade balance.

    d. Barter dollars of inactive accounts are forfeited if they do not pay their monthly dues, late fees and transaction fees. Transaction fees are due at time of authorization. To avoid forfeiture of positive trade balance, monthly fees and all transaction fees must be paid by providing valid credit card or debit card, and remaining on autopay, or providing a mutually-acceptable alternative of cash prepayment.


  1. Legal Construction.
    In case any one or more of the provisions contained in the Membership Agreement or the Rules of the BarterPays! Network shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Membership Agreement or Rules of the Barter­Pays! Network, and the Mem­bership Agree­ment or Rules of the BarterPays! Network shall be construed as if the invalid, illegal, or unenforceable provision had never been included.

  2. Security Interest, Insolvency.
    Member grants BarterPays! a security interest in all Barter Dollars to be credited to Member’s account for the amount of all unpaid cash fees and/or commissions. Upon filing of petition under the US Bankruptcy Code, or an Assignment for the Benefit of Creditors, no trade shall be allowed until all cash fees due BarterPays! have been paid in full. If the petition under Chapter 7 of the Bankruptcy Code is filed by or against Member, or if the plan filed pursuant to either Chapters 11 or 13 does not provide for the full payment of all cash fees and/or commissions due Barter­Pays!, BarterPays! shall have the option in lieu of filing as a creditor of treating the Barter Dollar balance as equal in value to the amount of cash fees and/or commissions owing, and terminating the account; provided, however that if BarterPays! does receive all of its cash fees in full, BarterPays! shall recredit the Barter Dollars to the Member’s account.

  3. Legal requirements.
    Member shall abide by applicable Federal, State and Local laws and regulations pertaining to any transaction, and BarterPays! shall not be responsible for any failure on the part of Member to comply with any laws. Member agrees not to hold BarterPays! liable for any action BarterPays! takes to comply with applicable laws or regulations.

  4. Waiver of rights.
    BarterPays! failure or delay in exercising any right will not operate as a waiver thereof, any single or partial exercise of a right will not preclude any other or further exercise of any right. BarterPays! remedies are cumulative and are not exclusive of any remedies provided by law.

  5. Applicable law.
    The Membership Agreement and the Rules of the BarterPays! Network shall be construed under, and in accordance with, the laws of the State of New Jersey.

  6. Venue.
    Any action brought by any party to this Agreement shall be filed, and venue shall lie, in the courts of the County of Monmouth, State of New Jersey.

  7. Attorney’s fees.
    In the event of any default in the performance of the obligations of Member under the terms of the Membership Agreement or the Rules of the BarterPays! Network, Member shall be required to pay any legal costs incurred by BarterPays! in the enforcement of any provision of Member­ship Agreement or the Rules of the BarterPays! Network, including costs of collection, which shall equal twenty percent (20%) of all amounts due, and reasonable attorney’s fees, in addition to any other relief to which BarterPays!, Inc. may be entitled.

  8. Notices.
    Notices required to be given to either party shall be given personally or by registered or certified mail, postage prepaid, return receipt requested to the party at its address as set forth in the Membership Agreement. If notice is given by mail, it shall be deemed delivered as of the date of deposit in the United States mail. Either party may change the address to which such notices are to be sent by giving the other party written notice in the manner provided in this paragraph.

  9. Entire agreement.
    The Membership Agreement and the Rules of Membership contain the entire agreement between the parties relating to the BarterPays! Network. Any oral representations or modifications concerning same made by either party before or after the execution of the Member­ship Agreement or Rules of Membership shall be of no force and effect. Any amendments must be in writing and signed by both parties.

  10. Hold-Harmless Clause.
    Member agrees to indemnify and hold BarterPays! harmless against any and all claims, demands, damages, costs, and expenses, including reasonable attorney’s fees for the defense of such claims and demands, arising from the conduct of Member’s business any transaction in which Member chooses to participate.

  11. Parties Bound.
    The Membership Agreement and the Rules of the BarterPays! Network shall be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.