RULES OF THE PRIVATE CURRENCY NETWORK RETAIL PRIVATE CURRENCY NETWORK AND AGREEMENT A. CONTRACT AND CHANGES IN RULES - The following Trading Rules constitute the contract between Client ("Client") and PCN Corporation, a Hawaii corporation ("PCN") and the PCN Retail Private Currency Network ("Exchange") and are a part of the PCN Client Application. Any trade purchase or sale by an Exchange member (Client) constitutes acceptance of all terms and conditions of the PCN Trading Rules as most recently furnished by PCN. Trading Rules apply to all PCN Clients. In its sole discretion, PCN may change, delete or add to Trading Rules by giving Client thirty (30) days written notice. Notice will be issued from the PCN corporate office. Failure of Client to request termination of its PCN account or participation in any trade purchase or sale by Client after the thirty day notice period constitutes acceptance by Client of such change(s) to the Trading Rules and the agreement of Client to abide by the same. Any other modification must be in writing and signed by both parties.
A. PARTICIPATION IN THE PCN PRIVATE CURRENCY NETWORK
1)NATURE OF THE PARTIES
a)The Exchange is an association of businesses, consumers, and professionals, non-profit groups, who have joined together to use their goods and services among themselves through an organized system which is regulated by the record keeping and administrative services of PCN or its designee. The Exchange functions as a clearinghouse for the trade transactions of its membership. We are a processor of the transactions and not a principle in transaction.
b)PCN is the manager of the Exchange. PCN acts as a third party record keeper and administers the clearinghouse function of the Exchange for members of the association who subscribe to PCN's record keeping and administrative services. PCN may, in its sole and absolute discretion, contract with others to provide all or part of such record keeping and administrative services.
c)Client warrants that it is a bona fide and legal business that desires to exchange its goods and/or services with other members of the Exchange and hereby subscribes to PCN's record keeping and transaction processing and or related services. Client can also be a sponsored member of a member in good standing.
2)SALES; SURCHARGE Client agrees to sell its goods and/or services for PCN Dollars at the same price it sells for cash and on the same priority given cash customers, but may exclude 'sale' items. (The term "Trade Dollar" is defined in Paragraph D-1 herein.) Client may go on reserve status with respect to the goods or services offered by Client; ONLY during the period Client maintains a trade balance which exceeds 25,000.00 PCN Dollars. The Client must notify the PCN office of the reserve status as soon as the company intends to go on reserve. "Reserve status" means that upon exceeding a trade balance of 25,000.00 PCN Dollars, Client may, but is not obligated to inform other clients who call for goods or services that Client is on reserve status and will not be accepting PCN Dollars at the present time. In the case of a single transaction exceeding 2, 500.00 PCN Dollars, buyer and seller MAY negotiate for a portion of the excess of the price over 2, 500.00 PCN Dollars to be paid in cash. However, members cannot advertise products or services that include cash cost of more than 40% of the amount in excess of 2000.00. For example if a member offers a service for 3000.00 the cash cost cannot be more than 400.00 (3000 – 2000) * 40%.
3)CONTINUING SERVICES FEES Client will pay PCN continuing service fees for record keeping and administrative services. These fees are:
a.Association Fees: $24.95 cash and 10.00 PCN Dollars are charged to Client's account each calendar month accounting cycle ("Cycle"). Trade Dollar fees are automatically deducted from Client's account.
b.Purchase Fee/Sales Fee: Clients who remit fees on open billing pay seven and one-half percent (7.5%) cash on purchases and seven and one-half percent (7.5%) cash on sales. Clients who are Preferred Members based on agreeing to pay cash fees with an approved major credit card or through electronic funds transfer (EFT) on a continuing basis are charged five percent (5%) cash on purchases and five percent (5%) cash on sales. The Purchase/Sales Fees will be charged on the full amount of transactions, including the cash portion of an authorized part trade/part cash transaction.
c.Purchase Fee Out of PCN: An additional cash fee of three percent (3%) of the transaction amount shall be assessed on Client purchases made outside the PCN system in which Client resides or does business.
d.Trade Dollar Overdraft Fee: If purchases and trade dollar fees exceed sales, (negative trade balance), a trade dollar overdraft fee of one and one-half percent (1½%) per Cycle, or the maximum rate permitted by law, in cash, will be charged on the amount by which purchases and trade fees assessed exceed sales.
e.Cash Dollar Overdraft Fee: A cash overdraft fee of one and one-half percent (1½%) per Cycle, or the maximum rate permitted by law, in cash, will be charged on cash fees due on Client's account and not received by PCN within one (1) Cycle of Statement date.
f.Conversion Services Fees: If Client is converting to PCN from another Trade Network, additional service fees may be assessed according to the PCN Conversion Rules which are in addition to the terms in Paragraphs 3(a) through (e) above.
g.Cash fees are due and payable upon receipt of statement, unless Client is a Preferred Member in which case payment is automatically deducted. Cash fees are to be sent to the PCN corporate office, not to the DoBarter office.
4)PAYMENT OF FEES All fees and charges that Client pays PCN are for services rendered in processing clients into the Exchange, maintaining records, operating the clearinghouse, administering the Trading Rules, and facilitating Client's use of the Exchange. If cash fees are past due beyond one billing cycle, Client waives all rights to the use of any positive Trade Dollar balance in Client's account and grants PCN the right to freeze the balance until fees are paid.
5)TRADING ASSISTANCE PCN will use its best efforts to assist Clients to trade among themselves by, among other things, distributing client directories; maintaining current member information on computer files; appointing, at PCN's discretion, independent persons or entities as local offices to provide information on clients' goods and services available through the Exchange; and through PCN Online, an Internet-based trade information network. Client acknowledges that the sole principals in any Exchange transaction are the buying and selling Clients involved, that transactions are entered into voluntarily, and neither PCN nor the Exchange is a guarantor of any transaction or Trade Dollar. PCN will use its best efforts to record trades accurately, to administer the Trading Rules in accordance with their terms, and to assist in the sale of Client's goods and services to other PCN clients. However, the initiative for using PCN's services for economic benefit is exclusively that of the Client and neither PCN nor the Exchange guarantees or warrants any level of business through the Exchange.
6)AVAILABILITY OF PRODUCTS AND SERVICES PCN shall use its best efforts to enroll new businesses with products and services to meet the needs of clients. Neither PCN nor the Exchange is responsible if Client cannot find specific products or services or customers for their products and services within the Exchange.
7)DEFINITION OF "CLIENT IN GOOD STANDING" A Client who complies with the current Trading Rules and any other agreements in effect with PCN, who is current in the payment of any cash or PCN Dollars owing to PCN and who has a valid Client account, is a "Client in Good Standing". Only Clients in Good Standing are entitled to the services of PCN and the Exchange.
8)ADVERTISING AUTHORIZATION Unless PCN is otherwise notified in writing, Client authorizes PCN to inform other clients of the availability of Client's products or services. This includes listings in local, regional or national directories. PCN is neither a party to these sales listings nor responsible for their accuracy. Any inaccuracies should be reported to PCN, in writing, immediately.
9)MARKETING AUTHORIZATION Client authorizes PCN to use a description of the transactions it engages in through the PCN system in its advertising and promotion to other members, potential members or general public. PCN must be notified in writing if a member wishes to maintain anonymity with regard to its company name in said advertising.
B. TRADE TRANSACTIONS
1.TRANSACTION MATERIAL The following may be used in PCN trade transactions:
a.If Client is so authorized by PCN, electronic posting or auto-posting
b.Via e-mail notification to selling member or PCN office
c.Online through member’s account
2)PCN DRAFT PROCEDURE PCN will guarantee the crediting of PCN drafts only when the procedures outlined below are followed:
a)PCN reserves the right to refuse to issue an authorization number if (i) the buyer does not have sufficient PCN Dollars to cover purchases or (ii) either party is not a Client in Good Standing.
b)International or out of area transactions, that is, transactions in which the buyer and seller are account holders under different country codes, the countries involved will have been assigned a reciprocal account and/or line of credit. If the reciprocal account balance or credit line is exceeded for a particular country, PCN, in its sole discretion, may decline to authorize an International Transaction out of area transaction involved therewith even if the accounts of the individual clients involved may otherwise be in a status permitting such transaction.
3) RECORD KEEPING PCN will issue periodic statements to Client reflecting account activity and amounts due and owing to PCN. Statements are deemed accurate as printed unless Client notifies the PCN corporate office, in writing, of any discrepancy within thirty (30) days of statement date. No reversals will be entered on an account after one hundred twenty (120) days after the date of the disputed transaction. Interim account activity summaries may be requested at any time at no charge. Clients requesting copies of processed PCN drafts will be charged $3.00 cash research fee per copy, unless the examination reveals an accounting error. NSF cash check returns will be charged $30.00 cash per incident, or the maximum allowed by law, against the originating account. NSF PCN drafts will be charged 30.00 PCN Dollars against the originating account. PCN operates on a calendar month accounting cycle. Transactions entered through a PCN internet transactions are posted automatically. It is the sole responsibility of the Seller to maintain any written documentation of the transaction (contract, invoice, etc.), including an authorizing signature from the Buyer, in case of dispute. If no signed authorization from the Buyer is kept, the transaction may be reversed at the Buyer's written request but not after 120 days from the date of the transaction. PCN three-part vouchers may be used to record the Buyer's transaction and signature, but MUST NOT be submitted to PCN if the transaction has been posted by POS transactions, unless specifically requested by PCN. PCN has the right but not the obligation to reverse transactions due to non-compliance with these Rules or failure to provide goods or services, in which event it will be the Seller's responsibility to collect from the Buyer. Transactions are subject to final audit and verification by PCN and, in case of inaccuracies, or non-compliance, PCN may debit or credit Client's account without notice.
4)SPECIAL TRADE PROCEDURE the following applies to transactions involving special or long distance orders, construction jobs, service work, long term leases and other work-in-progress transactions: Trade Dollar transactions should be conducted in the same manner as cash transactions. For instance, Buyer should consider obtaining a written estimate or description of product and price before authorizing work to begin or shipments to be made. Before starting or shipping, Seller should consider obtaining a deposit or down-payment in PCN Dollars in the same manner as a seller would in a cash transaction. The Funds-In-Transfer (FIT) Program has been designed to assist clients with transactions in excess of 1,500.00 PCN Dollars or those transactions that require more time than the PCN authorization process allows (14 days). The FIT Program is designed to assure the Seller that Buyer funds have been set aside for the specific transaction. A PCN draft and FIT Initiation Form must be submitted to PCN before funds may be deposited into a FIT account. Before funds can be released from a FIT account a completed and signed FIT Release Form must be submitted to PCN. FIT program is only available for transactions between two local area members. There is no escrow system for out of area members. Any required cash payments, e.g. shipping or tax, are the sole responsibility of the Buyer and Seller, and are not the responsibility of PCN. PCN's only responsibility is to record transactions according to the guidelines outlined above and PCN is not responsible for the interpretation or fulfillment of any of the obligations of the buyer and seller.
5)TIPS AND GRATUITIES Client shall pay tips or gratuities in cash at point of purchase.
6)PRODUCTS SOLD BY PCN On all products and scrip for services owned and sold by PCN, the only warranty PCN makes is that it has title free and clear from any lien or encumbrance, and are sold "As is, where is". PCN makes no warranty either explicit or implied, by operation of law or otherwise as to the merchantability or fitness for 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.
7)CLIENT TRANSACTIONS WITH OFFICES of PCN, PCN offices are not to engage in transactions. It is determined as a conflict of interest. Corporate offices are not to have an account or do any trading.
8)DISCLAIMER OF WARRANTY AND LIABILITY PCN makes no representation or warranty either explicit or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Client agrees to indemnify and hold PCN harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is a Buyer or Seller. Client acknowledges that any trade transaction in which Client participates is entered into by Client on a voluntary basis.
9)TAXES Seller shall be solely responsible to collect and remit to the appropriate taxing authorities the appropriate GST, sales, excise, use or other taxes and shall collect and record these as required by law. Under no circumstances is PCN responsible to pay any GST, sales, excise, use or other taxes on behalf of any Client. Transactions involving PCN Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Client. Client agrees to indemnify and hold PCN harmless for any actions PCN takes to comply with federal, state or provincial, and local laws.
10)DISPUTES
a)Transaction disputes concerning the quality or nature of goods or services purchased are between the Buyer and Seller ONLY, and PCN has no responsibility in connection therewith other than recording transactions. Buyers should exercise the same discretion in inspecting goods, insuring delivery, etc. in trade transactions as they do in cash transactions. PCN is not responsible for use of PCN Dollars by unauthorized persons or for transactions that do not comply with the PCN Trading Rules. PCN is not a buyer or seller unless it so states in writing.
b)Disputes arising from transactions between clients may be settled by an Arbitration Panel as set out in the PCN Retail Private Currency Network Arbitration Rules and Procedures. The PCN Corporate Executive Committee may resolve disputes between clients from different or within the same area where an Arbitration Panel has not been established.
c)BOTH Buyer and Seller must authorize the Arbitration Panel or PCN Corporate Executive Committee to arbitrate the dispute. The decision of the Arbitration Panel or PCN Corporate Executive Committee is final and may be enforced in any court of competent jurisdiction as permitted by law.
d)In situations where a Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller or the Sellers to provide PCN with written verification from the Buyer authorizing the transaction (e.g., signed PCN draft; signed contract specifying goods or services to be supplied and amount of purchase; signed three-part voucher, etc.) or written verification by the Buyer that Buyer is rescinding the dispute, within fourteen (14) calendar days of notice being given by PCN to Seller or Sellers of the disputed transaction. If such documentation is not received within that time, the transaction will be reversed. No transactions will be reversed after one hundred twenty (120) days after the date of the disputed transaction.
C. ADMINISTRATION OF THE EXCHANGE AND ITS PCN DOLLARS
1.NATURE OF PCN DOLLARS A "trade" is a purchase or sale of goods or services through the Exchange using the medium of the PCN Trade Dollar. Payment is made by posting debits and credits to the buying and selling Clients' respective accounts, pursuant to these Rules. A "Trade Dollar" is an accounting unit used to record the value of trades determined by the selling Client. PCN Dollars denote the right to receive goods or services available from other Exchange clients, or the obligation to provide goods or services to other Exchange clients. PCN Dollars will not be redeemed for cash by PCN. PCN Dollars may be used only in the manner and for the purposes set forth in these Rules. PCN Dollars are not legal tender, securities, or commodities and may not be bought or sold for cash. PCN Dollars in international transactions will be tendered at the prevailing international rate of exchange at the time of the transaction. PCN disclaims any and all responsibility for the negotiability of PCN Dollars or for the availability of goods or services from any source.
2.LIABILITY FOR PCN DOLLARS Client acknowledges that PCN Dollars in the Exchange (positive balances) are the liabilities of clients who have spent more than their sales, resulting in negative balances in their accounts; that there is a creditor/debtor relationship in the Exchange as a whole between such persons, and that trade transactions incur the normal business risks associated with any purchase and sale transaction. PCN Dollars are solely the liability of Clients who owe PCN Dollars to the Exchange and are not the liability of the Exchange or PCN.
3.EXCHANGE OPERATIONS AND BAD DEBT RESERVE An Exchange Operations and Bad Debt Reserve Fund shall be maintained to cover (a) expenses of administering Exchange operations and (b) bad debts for which clients are collectively liable. PCN Dollars making up the Fund shall accrue from charges to client accounts for this purpose, from fees and interest on trade loans, from any positive balances abandoned or surrendered by former clients in accordance with this Agreement, from collections of charged-off accounts, and from any unspent positive balances left in the Prepaid PCN draft's Fund at the end of each fiscal year. All funds in this account shall be the property of the clients of the Exchange collectively. Client grants to PCN the right and power to assess a reasonable service fee for its administration of Exchange operations, which assessment, if made, shall be paid from the Exchange Operations Fund on a schedule determined by PCN. Client further grants to PCN the right and power to determine whether the funds in the Bad Debt Reserve Fund are in excess of anticipated need, and if so, at PCN's sole discretion, to distribute any surplus to Clients in Good Standing in accordance with such definitions and formula that PCN may determine.
4.TRADE DOLLAR EXTENSIONS OF CREDIT
a.Client grants to PCN the right to make Trade Dollar Extensions of Credit, either in the form of loans or lines of credit, on behalf of the Exchange to any client on terms and conditions consistent with that client's credit worthiness and ability to repay. Client understands that Trade Dollar credit is extended by the Exchange clients collectively, and not by PCN. Client grants to PCN the right and power to administer credit operations on behalf of the Exchange, and to charge reasonable fees for this service. The interest earned on credit extended by the Exchange clients is the property of the Exchange and will be added to the Exchange Operations or Bad Debt Reserve Fund, as set forth in paragraph D.3 above. Client understands and acknowledges that all aspects of Trade Dollar Extensions of Credit are within the sole discretion of PCN. Clients wishing to apply for credit may be required to submit a loan application, financial statement, credit agreements, promissory note, provide collateral or to prepay cash service fees prior to approval. PCN and the Exchange are under no obligation to extend credit at any time. PCN will use its best efforts to ensure timely repayment of principal and interest through appropriate perfection and foreclosure of security interests.
b.Client grants PCN the right to extend loans in PCN Dollars on behalf of the Exchange to Private Currency Network owner operators who wish to endorse the conversion of their members' trade credits into PCN Dollars. Client acknowledges that such conversions are designed to improve membership growth and to increase available PCN Dollars in order to benefit the Exchange. Conversion loans are made predicated on pay-back analysis only and not on specific collateral.
5.ALLOCATION OF GOODS AND SERVICES Client acknowledges that regulation of purchases, control of credit extension, and allocation of goods or services in short supply are inherent in PCN's responsibilities. Decisions regarding exercise of these responsibilities are at PCN's sole discretion.
6.RIGHT TO REGULATE AND BORROW
a.Client acknowledges and grants to PCN the right and power to regulate and control the number of PCN Dollars within the Exchange and to borrow PCN Dollars from the Exchange for its own account.
b.Client grants to PCN the right and power to borrow from the Exchange and spend an aggregate amount not to exceed three (3) years revenue of PCN Dollars as reflected on the financial statements of PCN.
E. BREACH OF TRADING RULES; PROHIBITIONS
1. TRADING RULE VIOLATIONS PCN has the right, but not the obligation, to inquire into complaints of Trading Rule violations by Client. Client grants to PCN the right to take such actions which, in PCN's sole discretion, are deemed necessary. Violations of these Rules may result in termination of Client's account and/or immediate adjustment to the transactions involved. If Client fails to buy from and sell to other Clients in Good Standing in accordance with these Rules, Client will be in material breach of these Rules. If Client violates any term of the currently effective Trading Rules, PCN may immediately terminate Client's account or may freeze all activity in the account without notice. In its sole discretion, PCN may reinstate the Client or unfreeze Client's account. PCN reserves the right to offer service at its own discretion and delete an account for any reason.
2. SUSPENSION OF TRADING PRIVILEGES PCN reserves the right, in its sole discretion, to suspend the trading privileges of any client who is in violation of any local, state or provincial, or federal law, who engages in overpricing, direct trades, or otherwise violates these Rules, or when cash fees are due to PCN and unpaid for more than one calendar month (one accounting Cycle). In the latter case, trading privileges shall be reinstated immediately upon payment of cash fees due.
3. PAST DUE FEES In its sole discretion, PCN may terminate Client accounts with cash fees owing beyond twelve (12) weeks and may assess a cash collection fee in such amount as may be specified by PCN from time to time. Reinstating is at sole desecration of PCN Inc. and has right to charge any fee it seems necessary.
4. TERMINATION Either party may terminate this Agreement upon five (5) days written notice to the other party. Upon termination:
a. All cash and Trade Dollar fees outstanding become due and payable. No fees will be refunded.
b. Any Client with a negative trade balance (where purchases exceed sales) must balance its account with PCN Dollars within four (4) weeks of termination date. After said four (4) week period, Client must immediately pay PCN any remaining negative balance in cash. PCN reserves the right to charge any fees due against credit cards or EFT authorizations on file.
c. Any Client with a positive trade balance (where sales exceed purchases) may spend the positive balance until it is spent, provided the account remains in good standing.
d. PCN cards and unused PCN drafts must be returned immediately upon termination.
5. LIQUIDATED DAMAGES IF TERMINATED FOR CAUSE A violation of these Trading Rules damages PCN and the Exchange in a number of ways that are difficult to quantify. These may include, but are not limited to, administrative costs in dealing with the violation, financial injury due to loss of cash service fees and/or expenditure of funds, such as in collection actions, loss of client goodwill toward the Exchange and PCN, and loss of trading volume and clients. Client and PCN agree that Client shall pay PCN the sum of $800.00 cash, as liquidated damages and not a penalty and in addition to any other remedies PCN may have, to PCN if Client is terminated for violation of the Trading Rules for other than overdue cash fees. Damages must be paid within four (4) weeks of the date of notice of termination for Client's PCN Account. If Client has a positive trade balance, the liquidated damages must be paid in addition to the requirements of paragraph E.4 above before the trade balance will be converted to Prepaid PCN drafts.
6. DIRECT TRADES AND DRAFT PASSING A “direct trade” is a transaction whereby two clients directly barter their goods or services for the purpose of avoiding fees due to PCN. "Draft passing” occurs when a seller directs a buyer to make out a PCN draft to a third party. No Client shall give or receive a PCN draft with the seller's name, account number or amount of the draft left blank or receive a third-party PCN draft. Submission of improperly filled out PCN drafts to PCN may result in delays of postings or denial of posting. Direct trades between Clients are prohibited, and if consummated, are subject to a fifteen percent (15%) cash transaction fee payable upon demand. If PCN learns of draft passing, PCN has the right to re-post trades to each client’s account to properly reflect the transaction. Direct trades and draft passing may also result in suspension of trading privileges or termination of Client's account subject to the provisions of paragraph E.5 above.
7. SECURITY INTEREST, INSOLVENCY Client hereby grants PCN a security interest in all PCN Dollars in Client's account for the amount of all unpaid cash fees. If Client becomes insolvent or bankrupt all cash fees shall be due and payable in full. PCN shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owing, and terminating the account; provided however, that if PCN does receive all of its cash fees in full, PCN shall reinstate the PCN Dollars to the Client's account.
8. JOINT AND SEVERAL LIABILITY If Client's Application is accepted and a PCN Trade Account is opened, Client and the individual signing for the Client hereby assume joint and several responsibilities for all transactions and fees as outlined in this Agreement.
9. PREFERENTIAL TREATMENT PCN warrants that it will not engage in preferential treatment of owners, employees, their families and associates, in discharging its responsibilities.
F. MISCELLANEOUS
1. FAX SIGNATURES PCN will, and Client agrees that PCN may, accept a faxed signature as an original, legal signature.
2. RULES FOR CLIENTS CONVERTING FROM ANOTHER EXCHANGE If Client is converting from another trade office; additional rules may apply as set forth in the PCN Conversion Rules for the exchange membership being converted.
3. LEGAL REQUIREMENTS Client shall abide by applicable International, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions and the operation of Client's business. PCN shall not be responsible for any failures on the part of Client to comply with such laws and regulations. Client agrees not to hold PCN liable for any action PCN takes to comply with applicable laws or regulations and to indemnify PCN for Client's breaches of such laws or regulations.
4. NO WAIVER OF RIGHTS Failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. PCN's remedies are cumulative and are not exclusive of any remedies provided by law.
5. SEVERABILITY; ATTORNEY'S FEES Every item contained in these Trading Rules is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in these Trading Rules. If legal action must be taken by PCN against a Client to enforce any provision of these Trading Rules, Client shall pay PCN reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
6. DISSOLUTION If the PCN Exchange terminates or otherwise ceases to do business, all Clients in a negative Trade Dollar position will pay amounts they owe in cash (one Trade Dollar being equal to one United States dollar in cash) into a fund. In the case of International Clients, funds will be converted to local currency at the prevailing exchange rate as adopted by PCN. The fund, less expenses, will be distributed pro rata to all Clients who are in a positive Trade Dollar position. PCN is not liable to any Clients for cash or PCN Dollars beyond the distribution of such funds, except as provided in these Rules.
7. STATEMENT OF EXCHANGE CONDITION The Exchange or PCN may make available a report on the status of the Exchange to Clients in Good Standing on a periodic, "un-audited" basis. This report sets forth totals of the negative and positive member balances, reserves, inventories and other assets and liabilities of the Exchange.
8. WARRANTY OF INFORMATION Client warrants that it provides all information to PCN in good faith and that such information is accurate to the best of Client's knowledge.
9. APPLICABLE LAW All interpretation of these Trading Rules shall be governed by the laws of the State of Hawaii, United States of America, and in the English language. Any sums which may be awarded to PCN by judgment shall be in United States dollars rather than PCN Dollars.
10. VENUE Any action brought by any party to this agreement shall be filed, and venue shall lie only in the courts of Hawaii or Honolulu County, Hawaii, United States of America, to which jurisdiction and venue Client hereby specifically consents.
11. ENTIRE AGREEMENT Client acknowledges that it is not relying on any oral representations concerning these Trade Rules and that the complete agreement between the parties is contained in the Client Application, these Trade Rules and any other written document signed by both parties.
G. Referrals
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