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LEXTRA TRADING PROCEDURES 
Lex Loyalty Exchange inc. 651 85th Street Miami Beach USA, FL 33141

Version Date: 20 April 2019 V1

ACCEPTANCE OF AGREEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION AGREEMENT, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

LEXTRA TRADING PROCEDURES AND REWARDS RULES AND REGULATIONS
The purpose of the following Trading Procedures, Policies, Rules and Regulations is to facilitate transactions among Lextra Members by promoting a system of good business practice and understanding of the guidelines set forth by LEx Loyalty Exchange Inc. a rewards program Lextra Rewards and capacity exchange program Lextra Market hereinafter referred to as Lextra. “Lextra” means all of the services we offer relating to Lextra transactions, including but not limited to our rewards and capacity exchange services such services are provided via our website at www.Lextra.us the "Website" and any other Lextra branded or co-branded websites or mobile Apps. These Trading Procedures, Policies, Rules and Regulations also form part of and are included in any Line of Credit Agreement and Lextra Rewards Terms and Conditions which have been made with you the “Member” and Lextra.

1. NATURE OF THE PARTIES
LEx Loyalty Exchange Inc. hereinafter known as (Lextra) manages a rewards and capacity exchange program. Lextra acts as a clearing house and third-party record keeper of the Lextra Credit and Lextra Reward transactions among its Members which are businesses that contract with Lextra to organize and facilitate the trade of their goods and services with other Members. Member is a business or individual that has contracted with Lextra to trade goods and or services with other Members and wishes to subscribe to Lextra record keeping and our rewards and capacity exchange services. Member agrees by signing the Lextra Membership Application and Agreement, to abide by these Trading Procedures Policies Rules and Regulations contained herein. By Law (US only) each application submitted must be accompanied with a completed IRS Form W-9. Member grants to Lextra the exclusive right to regulate the Lextra rewards and capacity exchange program and in its sole discernment to make decisions concerning Members it judges necessary.

2. NATURE OF LEXTRA TRADE CREDIT OBLIGATIONS
Member will offer for sale its goods and services to Members who are participating in Lextra for Trade Credit Obligations (hereinafter referred to as Lextra Credits or Lextra Dollars). A “transaction” is a purchase or sale of goods and or services whereby payment is made in Lextra Credits posted to a Member’s account pursuant to the terms contained in this Agreement. A Lextra Credit is an accounting unit used to record the value of a transaction – for accounting purposes one Lextra Credit equals one Dollar (USD) of the value of the transaction. Ownership of Lextra Credits denotes the right to receive goods or services available within the Lextra Market. Lextra Credits may be used only in the manner and for the purpose set forth in this Agreement; Lextra Credits will not be considered legal tender, securities or commodities and may not be redeemed for cash. Lextra disclaims responsibility for the negotiability of Lextra Credits or for the availability of goods and services from any source.

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

4. LINE OF CREDIT
Member acknowledges and grants to Lextra the right and power to establish a revolving line of credit for each Member upon successful completion of a line of credit application as per terms and conditions consistent with the Member’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 Lextra with regard to principal, any applicable interest, arrangement fees, terms and conditions, lending policy and other particulars.

4.1 Any Member wishing to apply for a line of credit may be required to
4.2 submit a line of credit application,
4.3 submit financial statements,
4.4 provide a guarantee,
4.5 sign credit agreement or promissory note or equivalent collateral prior to approval.
4.6 Any security must be free and clear from any lien or encumbrance. Commitment Fee will apply for the creation of a Member’s line of credit.
4.7 Member acknowledges that Lextra Credits in Lextra (positive balances) are the liabilities of Members who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such parties, and that Lextra Credit transactions incur the normal business risks associated with any credit transaction. As a general rule, Lextra Credits are the liabilities of Members who owe the Lextra capacity exchange program, and not LEx Loyalty Exchange Inc., which is solely liable for its own indebtedness

5. LINE OF CREDIT PROCEDURES
5.1 A Member who makes use of their agreed line of credit that results in a negative Lextra Credit balance (debits exceed credits} must sell their goods or services on the Lextra Market on 100% Lextra Credits except for tax and shipping costs, unless there is a written agreement with Lextra stating other terms of repayment, until such outstanding balance has been repaid. Lextra is under no obligation to extend a line of credit at any time. Member will ensure timely repayment of principal, any interest and appropriate collateral. Lextra may at its discretion collect the Commitment Fee for the amount of the line of credit at the time the application is made. Lextra will monitor and record information relating to your account performance and such records may be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.
5.2 The line of credit agreements remains valid for as long as the Member is in good standing and is actively participating within the Lextra program. All revolving lines of credit are subject to review every six (6) months to ensure prompt repayment of any line of credit. If a Member has a negative Lextra Credit balance (debits exceed credits), the borrowing Member must promptly respond to purchase requests from other Members or Lextra by offering goods and services as repayment of any line of credit or negative Lextra Credit balance, as agreed under the terms of line of credit repayment. Member must at all times have active offers of goods and services on the Lextra Market at fair market prices under the terms of clause 30. Fair Market Price that must exceed minimum of 200% of the value of the Lextra Credit negative balance. E.g. negative Lextra Credit balance = 1000 therefore the value of offers on the Lextra Market must be a minimum of 2000.

6. LINE OF CREDIT REVIEW
6.1 Member acknowledges that their revolving line of credit is scheduled for periodic performance reviews every (6) six months from date of approval. These periodic reviews will take into account the Members Credit Matrix score which includes period sales performance as a percentage of line of credit value and their reputation rating as a Member. If a Member has a negative Lextra Credit balance (debits exceed credits) and the agreed percentage of Lextra Credit sales has not met the minimum monthly sales performance the line of credit will be adjusted and/or withdrawn, and any balance remaining must be settled on demand in acceptable goods or services of equivalent value or at Lextra discretion by offering special incentives such as discounting on Member’s goods and services to generate Lextra Credit sales to balance Member’s account.
6.2 Member acknowledges they have an obligation to maintain active offers at fair market prices under the terms of clause 30. Fair Market Price to the agreed value (minimum of 200% of the value of the negative trade balance) on the Lextra Market, promptly respond to trade purchase requests from other Members and/or Lextra or supply goods and services. Failure to do so will be interpreted as a refusal to repay the amount of outstanding negative Lextra Credit balance, and Lextra reserves the right to withdraw the line of credit in the instance of these and any other actions by the borrowing Member resulting in a breach of any clause within these Trading Procedures, Policies, Rules and Regulations and reserves the right to terminate the account under the terms of clause “Termination”.

7. LINE OF CREDIT WITHDRAWAL
7.1 If the withdrawal of a line of credit results in a negative Lextra Credit balance (debits exceed credits), the borrowing Member must on demand balance the account with Lextra Credits within thirty (30) days of the notification of line of credit withdrawal date, and, after the thirty (30) day period immediately on demand repay any remaining deficit trade balance with a payment having an equivalent value. The payment must be acceptable to Lextra and have easily determined value under the terms of clause 30. Fair Market Price. In the event the Member’s deficit balance remains unpaid or the Member’s account is terminated, Lextra retains complete reservation of rights to recover Member’s deficit trade balance in law and equity.
7.2 Failure to repay within the required time-scale will result in immediate legal proceedings to recover the deficit Lextra Credit balance and any legal costs incurred. Lextra reserves the right to transfer the debt to a Debt Collection Agency and to inform the Lextra Membership of the defaulting Member and their debt.
7.3 If a Member ceases trading for any reason, any goods or services that have been purchased from Lextra Members which result in a Member having a negative Lextra Credit balance (debits exceeds credits), remains as security to Lextra until the negative Lextra Credit balance has been reduced to zero.

8. TRADE COORDINATING FUNCTION
Lextra serves in a trade coordinating capacity in organizing and facilitating Lextra Credit transactions among Members. Responsibility for the conduct of a transaction is exclusively that of the two Members participating in the transaction. 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 Member. Lextra will use its best efforts to broker the Member’s Lextra Credits into goods and services, to accurately record transactions and to administer Member agreements and trading rules in accordance with their terms. However, Member acknowledges that the sole principals in any transactions are the buying and selling Members involved, that the transactions are entered into voluntarily and that Lextra is not the guarantor of any goods, service, transaction or Lextra Credit.

9. LEXTRA PARTICIPATION
Lextra 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 Members. Any credit line associated with such system accounts must be determined and maintained using the same criteria that is applied to all Member accounts. Such system accounts shall have no privileged access to goods or services or special treatment.

10. AVAILABILITY OF GOODS OR SERVICES
Lextra shall use its best efforts to solicit new businesses for Members, having goods or services to satisfy the needs of all Members. Because of high Member demand and short supply, certain items may be subject to availability on a limited basis only (i.e. computers, vehicles, electrical appliances, airline tickets, fuel, cameras, etc.). Lextra is committed to provide only those goods or services actually available in the Lextra Market. Lextra Market is an open marketplace; you do not have any priority or exclusivity against other Members of similar or identical goods or services to yours and Lextra are not responsible if you cannot find buyers for your goods or services. Member acknowledges that they are required to complete a Lextra Purchase Request Planner form and provide details on qualified potential vendors to meet their trade requirements. Lextra website provides an online Purchase Request Planner module to record and plan potential Member purchase requirements.

11. DEFINITION OF MEMBER IN GOOD STANDING
A Member who conducts transactions in accordance with this agreement is current in any monies owing to Lextra, has a valid unexpired Member account, a valid fees payment method on file and has a valid IRS Form W-9 on file is considered, a “Member in good standing”. Only Members in good standing are entitled to the services of Lextra. However, the status of a Member in good standing shall not constitute any representation by Lextra regarding the reputability of any buyer or seller in any Lextra Credit and rewards transactions and Lextra shall have no liability for the conduct of any Member or the quality of goods or services traded. Where a Member has by his or her conduct or misconduct displayed to Lextra inability to meet the standards set in Member’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 Lextra that Member’s reputation in the business community has been diminished, then for the protection of the remaining Members, Lextra reserves the right to terminate said Members account or restrict the rights of said Member to sell or advertise Member’s goods or services for sale until such time said Member can exhibit to Lextra that the standard expected in Member’s own industry can be met.

12. PAYMENT OF FEES
12.1 In consideration of Member’s participation in Lextra, Member agrees to pay certain Cash (USD) and Lextra Credit fees relative to their selected Membership Plan. Member agrees to pay the price for any goods or services in any Lextra transaction plus applicable transaction fees. Lextra transaction fees shall be based on the gross value of the transaction which may consist of 100% Lextra Credits or a blend of Lextra Credits, Cash (USD) and rewards on the value of each transaction which is the value of the goods or services transacted between buyer and seller based on seller’s prevailing prices.
12.2 Member agrees to provide Lextra with valid credit or debit card information, ACH, E-Check account or other agreed form of payment information, and the appropriate authority to enable Lextra to charge the same for all fees and expenses due to Lextra. Lextra will restrict trading activity on Members account until Member provides Lextra with current and valid payment information.

13. PAYMENT TERMS
14. Lextra will, as normal practice, collect all monthly service fees on the 1st of every month, and transaction fees at the time of authorized transactions. Lextra will not transfer the Lextra value of the transaction until the transaction fees have been paid. If, however, Lextra chooses not to collect transaction fees at the time of the transaction, Member agrees to pay Lextra the full amount of such fees within fourteen (14) days of issuance of a statement or invoice of fees owed to Lextra. Fees thirty (30) days past due of the date of the Lextra statement or invoice of fees owed shall incur interest at the rate of one- and one-half percent 1.5% per month (18% APR) on the unpaid balance. Interest on unpaid fees will accrue in Lextra Credits for Lextra Credit fees and in cash for cash fees (USD). Late and overdue fees will also incur a Late Fee Charge of $15.00. Lextra reserves the right to revise its fee schedule upon thirty (30) days by written or email notice, or by posting the amended fee schedule on the Website to Member.

15. DELINQUENT AND ABANDONED ACCOUNTS
15.1 In the event the Member is in arrears for any cash fees beyond sixty (60) days, Member agrees to waive all rights to Member’s usage of any positive Lextra Credit and reward balance in Member’s account and Lextra 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 without notice by Lextra. Lextra Credits and rewards in the account will be forfeited and placed by Lextra in its general operating account unless outstanding fees are paid. At the discretion of Lextra, an account closed for non-payment of fees may be re-opened within one hundred and eighty (180) days of payment due date and Member may reclaim the Lextra Credits and reward balance by paying outstanding cash fees and accrued interest plus transaction fees in advance on the remaining Lextra Credit and rewards balance. All checks returned unpaid, rejected credit cards, debit cards, direct debits or standing orders to Lextra because of insufficient funds or stopped payment will be assessed a twenty-five dollars ($25.00) (USD) penalty.
15.2 Abandoned Accounts will be considered abandoned if Member has not entered into a transaction (no sales or purchases) over a period of (12) twelve months. We may, in our sole discretion, terminate an abandoned Account in accordance with clause Termination 33.

16. BAD DEBT RESERVE FUND
16.1 1% percent charge in Lextra Credits on the gross Lextra Credit value of a Member transaction shall be utilized by Lextra to fund a bad debt reserve account. This account shall be funded by a percentage of the Lextra Credit portion of the transactions relative to their selected account and will be used to cover unreimbursed Member Lextra Credit deficits. Any excess balance in the reserve account, i.e. not needed to cover bad debt, may be used by Lextra to provide other benefits to Members, improve or upgrade the network or trading system, but all uses shall be solely at the discretion of Lextra.
16.2 Lextra may from time to time consider the adequacy of the Debt Reserve Fund and;(a) If Lextra is of the opinion that the level of the Debt Reserve Fund is inadequate, then Lextra in its sole discretion may determine the amount of the inadequacy and may increase the percentage charge to bring the Debt Reserve Fund to an adequate level. (b) If Lextra is of the opinion that the level of the Debt Reserve Fund is adequate then Lextra in its sole discretion may determine the amount of current adequacy and may decrease the percentage charge to maintain the Debt Reserve Fund at an adequate level.

17. CHARITABLE DONATIONS
Member may elect to donate Lextra Credits, to a qualified charitable organization. A “qualified charitable organization” is an organization with charitable status as registered with The Internal Revenue Service and which is or has agreed to become a Member of the Lextra capacity exchange. Lextra agrees to facilitate the donation by transferring Members’ credits but the donation will be deemed to be from Member to the charity and Member shall have sole responsibility for ensuring any tax deductibility of the donation and the charitable status of the organization. Lextra shall make the transfer of donated Lextra Credits in accordance with our trading procedure. Any required receipts for the donation shall be issued directly by the charity to Member.

18. LEXTRA MARKET SYSTEM
Member must have an operating email address, valid fees payment method on file and a Lextra online trading account, and you hereby expressly consent to receive from Lextra and our representatives electronic mail and text messages that we may send from time to time. All transactions are to be conducted on the Lextra website via the Member’s online trading account Lextra will furnish Member with an online trading account and assist Member in account setup and training in its use for conducting transactions. Member agrees to stay current on the system’s rules of use and operating procedures. Member is expressly forbidden from allowing unauthorized access to their Member’s online trading account by means of providing their Usernames and Passwords to any other party. Member shall be responsible for any damage caused to the Lextra website or data caused by unauthorized access due to Member’s negligence or willful misconduct including hacking or reverse engineering of the Lextra website. Member 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. Member 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 Member or its authorized personnel or agents. Member must immediately notify Lextra if Member becomes aware of, or suspects, any unauthorized access to their Username, Password, PIN or any other breach of security. For the protection of Lextra Members, Lextra reserves the right to block online access to a Member’s account and investigate any unusual account activity that may be as a result of unauthorized access.

19. TRANSACTION AUTHORIZATIONS - Member Duties as a Seller
19.1 To receive Lextra Credits for a transaction a Seller must obtain an Authorization Number through the Lextra websites for each transaction before releasing merchandise or performing a service in accordance with the terms of this agreement.
19.2 The Lextra Credits in the Buyer’s account will be reserved against the Authorization number and are only valid for fourteen (14) days. If online transactions are not confirmed within fourteen (14) days Lextra has the right to cancel the Lextra Credits reserved in which event it will be the responsibility of the seller to collect payment from the buyer. Lextra is not responsible to honor authorizations granted due to misrepresentations made by Buyer or Seller.

a) Lextra may withhold or revoke an Authorization Number approving a transaction under any of the following conditions:
b) if the buyer does not have sufficient Lextra Credits or line of credit to make such a purchase,
c) if either party is not a Member in good standing,
d) if seller fails to obtain an Authorization Number from Lextra at the time of sale,
e) if the transaction fee for the amount of any Credit Line request has not been paid at the time the application was made,
f) no valid fees payment method on file
g) no valid IRS Form W-9 on file

19.3 Upon Confirmation of transaction by both parties and the issuance of an Authorization Number from the Lextra website and payment of any transaction fees Lextra 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 Lextra.

20. TRANSACTION AUTHORIZATIONS - Member Duties as a Buyer
20.1 Lextra Credits in the Buyer’s account will be reserved for fourteen (14) days against an Authorization Number for the amount of the purchase at the time an Authorization Number is issued through the Lextra website. Upon receipt of the confirmed online transaction and payment of any transaction fees Lextra 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 Lextra Member statement.

a) Transactions may be rejected only under the following conditions:
b) Proof that the quantity delivered was not agreed as purchased;
c) Proof that the goods or services were defective or not as warranted;
d) Proof that the goods were not in the same condition as displayed in sample or advertising;
e) The Buyer has formally advised the Seller and Lextra in writing within the twenty-one (21) day period that the goods or services have been rejected;
f) Lextra has received a formal credit note issued to the Buyer from the Seller;

20.2 Upon receipt of the notice of rejection, and written proof supplied to support the above conditions, Lextra will hold the trade in abeyance (Pending Status) subject to arbitration or resolution by the parties. Funds will only be held in abeyance (Pending Status) for ninety (90) days unless formal arbitration is in process. If formal arbitration is in process, funds will be held in abeyance (Pending Status) at the discretion of Lextra. All transaction fees shall remain due under the terms of this Agreement. Further, shall the Buyer fail to commence arbitration procedures within twenty–one (21) days of the date of the Lextra Member statement, then the Buyer waives all rights to reject the purchase. Failure to follow these procedures will place responsibility of the transaction upon the Buyer and not Lextra.

21. SCRIP CERTIFICATES (ELECTRONIC VOUCHERS)
21.1 Scrip Certificates (Electronic Vouchers) are issued by Members and made available to purchase from Members adverts published on the Lextra Market these adverts can be identified by having a “Buy Certificate” button. In no event shall Lextra be considered the issuer of any Scrip Certificate, and have no liability towards any Member in relation to the supply of any certificate between the parties. The fulfilment of Scrip Certificates is solely the responsibility of the issuing Member and not Lextra. All disputes and obligations concerning the use of a Scrip Certificate are between the buying Member and the selling Member issuing the Scrip Certificate, and Lextra bears no liability in the event the issuing Member refuses to honor their Scrip Certificates or ceases to operate the business.
21.2 Only when the Scrip Certificates are purchased from the Lextra Market and the transaction is complete, can the buying Member print or view the certificate on their computer or mobile device.
21.3 The selling Member’s Lextra main account will not be credited with Lextra Credits to the value of the Trade Certificate until it has been redeemed. The value of the Scrip Certificate will be held in the selling Members’ escrow account and it is the sole responsibility of the selling Member to redeem Trade Certificates on the Lextra website. Once redeemed the selling Member’s Lextra main account will be credited with Lextra Credits from their escrow account.

21.4 The following rules govern the use of Trade Certificates.
a) Lost or stolen Scrip Certificates cannot be refunded, copied, damaged and defaced vouchers will not be accepted. However, as long as any Scrip Certificate has not been redeemed or expired, it may at Lextra’s discretion be re-generated to be used by the buying Member.
b) Scrip Certificates must be used in accordance with selling Members terms and conditions, and as soon as possible after they are purchased, and must be used before their expiration date.
c) All tips, gratuities, and sales taxes must be paid in cash at the point of purchase by the buying Member.
d) Lextra reserves the right to refuse the purchase of Scrip Certificates by Members who have previously refused to pay the proper taxes and gratuities or have created other problems at selling Member’s establishments.
e) Lextra is not responsible if a business refuses to accept Scrip Certificates and Lextra will not make restitution for any cash charges that Member may incur. Lextra will not extend expiration dates and/or buy back Scrip Certificates that are expired.
f) All disputes concerning the use of Scrip Certificates are between the Members and Lextra bears no liability in the event the issuing Member refuses to honor the Scrip Certificate or ceases to operate the business.

22. LEXTRA WALLETS
22.1 Lextra Wallets are linked to Member (parent) account (“Lextra Wallets”) Lextra Wallets may be issued on your Member account only with your written authorization. You may use Lextra Credits available in your account to set up Lextra Wallets, for business purposes, or to reward, compensate, or gift to third parties, such as your employees, family, or friends. Lextra Wallets are appended to your Member account. Member will pay transaction fees (which will be charged to the parent account) as per Membership Plan on any Lextra Credits transferred to and from your Member account (parent account) into Lextra Wallets at the time of transfer. Member will be charged monthly maintenance fees on each Lextra Wallet. If the parent account becomes delinquent in cash fees owed to Lextra or is otherwise in default all Lextra Wallets will be frozen preventing any purchases by Lextra Wallets until the parent account is brought current. Lextra reserves the right, at its sole discretion, to suspend the trading privileges and account access of any Lextra Wallet Holder who violates the terms of this Agreement or any other agreement with Lextra.

a) Member Account (parent account) may have unlimited Lextra Wallets, subject to the following provisions:
b) The parent account must be in good standing,
c) The parent account will be charged $5 cash per each Lextra Wallet per month,
d) No transaction fees will be charged on Lextra Wallet activity, transaction fees will be charged to the parent account when transferring Lextra Credits to and from the Lextra Wallet,
e) The Lextra Wallet can only receive Lextra Credits from the parent account,
f) The Lextra Wallet cannot be used to receive Lextra Credits from other Members,
g) No line of credit will be given to a Lextra Wallet,
h) If the parent account is closed Lextra Wallets will also be closed,
i) Lextra Wallets can only be issued to active authorized users/contacts on your Member account,
j) Lextra Wallet holders are also bound by the terms of this agreement,
k) You the Member acknowledge full responsibility for the conduct of the Lextra Wallet holder,

22.2 Any transfer of Lextra Credits by you to a Lextra Wallet may be treated as income to the Lextra Wallet holder and maybe taxable in the year in which the transfer occurs. You represent, warrant, and covenant that you will comply with all applicable laws relating to Lextra Wallets, including but not limited to employment, wage, labor, and tax laws. If you so elect, you are responsible for reporting all taxable transfers to Lextra Wallets to the applicable government authorities, and we will not supply a Form 1099B to the IRS or the Lextra Wallets holder.

23. MEMBER PROFILE AND MARKETPLACE LISTINGS
23.1 As a Member you are solely responsible for the integrity and content of the data associated with your profile and marketplace listings and Lextra shall have no responsibilities or obligations whatsoever to you in respect of the same. Violations may result in suspension or termination of your account. Members are responsible for information on the Lextra website, marketplace and our social media pages which relates to them and will be responsible for any copyright infringement relating to content and images.

a) You further acknowledge that any content or listings:
b) will not contravene or contain any content that contravenes, misappropriates or violates any copyright, patent, or third-party intellectual property right,
c) will not contain any virus or destructive element,
d) will not be false, inaccurate, or misleading,
e) will not be fraudulent or involve the sale of counterfeit or stolen items,
f) will not be offensive, slanderous, unlawful or menacing,
g) will not be obscene or contain adult or child pornography,
h) is your responsibility to determine its legality,
i) complies with the law and that you are appropriately licensed to sell,

24. RESPONSIBLE REPUTATION-RATING
The Lextra website provides Members with the ability to provide online feedback regarding their selling and buying experience through the online system. Members agree to provide only truthful and relevant information. Misuse or abuse of this outlet may result in termination.

25. RECORD KEEPING AND ERRORS
All active Members will receive a monthly notification via email or through the Lextra website that their Member statement is available to review online. A Member’s monthly statement will be considered accurate unless Lextra is notified of any discrepancies within twenty-one (21) days from date of the statement. It is the Member’s responsibility to notify Lextra if it does not receive a monthly notification. All transactions are subject to final audit and verification by Lextra and, in the case of errors or inaccuracies, a Member’s Lextra Accounts may be debited or credited so as to correct any error without giving notice to the relevant Member.

26. DIRECT TRADES
Direct trades between Members to avoid service fees are prohibited, and if consummated, are subject to a 10% percent cash transaction fee payable on demand, such trades may also result in suspension or termination.

27. LAWS AND REGULATIONS
Member shall abide by all applicable laws or regulations appropriate to the conduct of its business and any Lextra transaction, and Lextra shall not be responsible on the part of Member to comply. Member shall hold Lextra harmless for any action Lextra takes to comply with the applicable laws or regulations.

28. TIPS AND GRATUITIES
All tips and gratuities shall be paid in cash (USD) at point of purchase by the buying Member.

29. TAXES AND ACCOUNTING
Seller shall charge the appropriate sales taxes if applicable, in cash, and collect and record these on the invoice at the time of sale. Lextra does not collect sales taxes on Members' behalf. Members are advised that transactions involving Lextra Credits 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 Lextra Credit trade transactions rests solely with the selling Member. It is your responsibility to seek independent professional tax and accounting advice for Lextra Credits and Lextra Rewards as needed. Further, that Lextra is required by Federal law to obtain the correct Taxpayer Identification Number (TIN) of Member (who is required by law to provide such number and completed IRS W- 9 form) and to report all trade sales of Members 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. Member agrees to not hold Lextra liable for any actions Lextra takes to comply with Federal tax. Also, by Law, Lextra must be informed of any changes in Member’s legal name/number status, reportable on form W-9. Members outside the U.S. should consult their tax advisor regarding the tax consequences of using Lextra Credits.

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

31. FAIR MARKET PRICE
Member agrees to furnish all goods and services on the Lextra website and marketplace at Member’s normal prevailing prices. Lextra reserves the right to investigate complaints of overpricing, i.e. where Seller is charging a higher price for goods or services sold on Lextra Credits than normal terms. Lextra also reserves the right to request documentation supporting Members valuation of a listed good or service with evidence of other valid cash sales at the same price. Violations may result in termination of Member’s account.

32. STANDBY STATUS
32.1 A Member can request in writing to Lextra that their account be placed on “standby” in the event that they wish to temporarily suspend trading within the Lextra Market but not terminate their account. An account may be placed on standby under the following conditions:
32.2 Member account must have a positive Lextra Credit balance. Member must be current in any monies owing to Lextra and have a valid Member account. Fees as per Membership Plan will still be chargeable during the period of “standby”

33. SUSPENSION OF TRADING PRIVILEGES
33.1 Lextra reserves the right, at its sole discretion, to suspend the trading privileges and account access of any Member who:
33.2 Commits fraud against Lextra or any other Member. Fraud shall include furnishing false information to Lextra in this agreement or credit line application, which Member warrants is accurate to the best of its knowledge.
33.3 Violates the terms of this Agreement or any other agreement with Lextra.
33.4 Has outstanding cash fees due to Lextra which are more than sixty (60) days past due.
33.5 Enters into direct trades to avoid payment of service fees.
33.6 Member who has a negative Lextra Credit balance (debits exceed credits), who does not promptly respond to requests from other Members purchase inquiries will be interpreted as a refusal to repay the negative Lextra Credit balance.
33.7 Behaves in a manner which is detrimental to the Lextra network and/or fellow Members. Such detrimental behavior shall include inaccurate and false statements regarding Lextra and/or its Members, abuses of the Member list, including spamming or the unauthorized release of Members information to third parties.
33.8 Conducts transactions of illegal or prohibited items. Prohibited items shall include firearms or other weapons, illegal drugs, drug paraphernalia, prostitution, and pornography. Lextra reserves the right to amend the list of prohibited items at its discretion.
33.9 Member commits an act of bankruptcy or being a company becoming insolvent and/or having a receiver, liquidator, administrator, or manager appointed, or making any arrangement or composition with its creditors.
33.10 Allowing unauthorized access to the Lextra Websites by means of providing their Usernames and Passwords to any other party.
33.11 Damage caused to the website or data caused by unauthorized access due to Member’s negligence or willful misconduct including hacking or reverse engineering of the website.
33.12 Contravene or facilitate the contravention of the Intellectual Property rights belonging to Lextra.
33.13 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.
33.14 Ceases to be a Member in good standing in Lextra.
33.15 Member has ‘Abandoned Account’.
33.16 Member’s reputation rating as a Buyer or Seller does not meet minimum standard as set by Lextra.
33.17 In the event of such suspension, Lextra shall give written notice to Member and Member shall immediately cease the use of the trading system.

34. TERMINATION
34.1 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 Lextra Credit service fees outstanding become due and payable; transaction fees are non-refundable. If Member has a negative Lextra Credit balance (debits exceed credits) at the time of termination, Member must on demand balance the account with Lextra Credits within thirty (30) days of the notification of termination, and, after the thirty (30) day period immediately on demand repay Lextra any remaining negative Lextra Credit balance with a payment having an equivalent value. The payment must be acceptable to Lextra and have easily determined value. In the event the Member’s negative Lextra Credit balance remains unpaid, Lextra retains complete reservation of rights to recover Member’s negative Lextra Credit balance in law and equity. Failure to repay within the required time-scale will result in immediate legal proceedings being instigated to recover the debt and any legal costs incurred. Lextra reserves the right to transfer the debt to a Debt Collection Agency and submit Form 1099-C to Internal Revenue Service.

34.2 If Member has a positive Lextra Credit balance (credits exceed debits) at the time of termination, Member may stay active for a period of thirty (30) days by paying Lextra in advance all cash service fees on the positive Lextra Credit balance, until Lextra Credits are spent and the Lextra Credit balance equals (0) zero (credits equal debits) Any positive Lextra Credit balance not spent within thirty (30) days of termination shall be forfeited by Member and will be transferred by Lextra into the debt reserve account.

35. ATTORNEY FEES AND COSTS
Member agrees to pay all reasonable attorney fees, court costs and collection costs incurred by Lextra in the enforcement of this agreement. Member agrees to pay interest at an annual rate of 18% on all balances more than 30 days past due.

36. AMENDMENT OF TRADING PROCEDURES, POLICIES, RULES AND REGULATIONS
Lextra may, in its sole discretion, change the Trading Procedures, Policies, Rules and Regulations and reserves the right to change the monthly retainer fees and transaction fees from time to time by giving Member thirty (30) days prior by written or email notice, or by posting the amended terms on the Website. Failure to give Lextra your 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 Member of the new terms.

37. DISCLAIMER OF LIABILITY
Lextra 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. Member does hereby indemnify and hold Lextra harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is Buyer or Seller. Member acknowledges that any trade transaction in which it participates is strictly voluntary. Member further agrees to hold Lextra harmless for any liability whatsoever arising out of the use, administration or operation of the trading network.

38. DISPUTES AND ARBITRATION
38.1 Lextra 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 Members.
38.2 In the event of any dispute arising out of a transaction between Members, 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 State of Florida or whoever has jurisdiction in the matter and entered into judgment.
38.3 Specifically excepted from the arbitration requirement shall be Members failure to pay fees due to Lextra under this agreement, which shall entitle Lextra to bring legal proceedings to collect delinquent fees plus costs of collection including court fees and reasonable attorney’s fees and late fees on the unpaid balance. Lextra may also report such delinquency to a credit-reporting agency or refer the debt to a collection agency.

39. 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 Lextra against a Member to enforce any provision of these Trading Procedures, Policies, Rules and Regulations, Lextra shall be entitled to recover legal fees, costs and simple interest at the rate of one- and one-half percent 1.5% per month (18% APR) per month balance compounded) from the date of default until payment.

40. ADVERTISING
Unless otherwise stipulated between the parties to this agreement, Member authorizes Lextra to notify and advertise to other Members and reciprocal partners the availability of Member’s goods or services.

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

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

43. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the service may contain content that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Lextra, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the service or the content, in whole or in part. In connection with your use of the service, you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the service other than as specifically authorized herein is strictly prohibited. The technology and software related to the service is controlled by Lextra. You agree not to copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software. Any rights not expressly granted herein are reserved by Lextra.

44. TRADEMARKS
Lextra names and logos are trademarks and service marks of Lextra (collectively the “Lextra Trademarks”). Other company, product, and service names and logos used and displayed via the service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Lextra. Nothing in these Rules and Regulations should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Lextra's trademarks displayed on the service, without our prior written permission.

45. THIRD PARTY MATERIAL
Lextra have no liability of any kind, or be liable in any way for any content posted by third parties including Participating Merchants or at the direction of users, including, but not limited to, any errors or omissions in any account or content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the service. You acknowledge that Lextra does not pre-screen content, but that Lextra and its designees shall have the right in their sole discretion, but not the obligation to refuse or remove any content that is available via the service.

46. THIRD-PARTY SERVICES
You may register for the service using third-party services such as Facebook Login and otherwise enable various third-party services to be directly integrated into your Lextra service. By enabling third-party services within the service, you are allowing us to pass your log-in information or other information (e.g., token authentication information) to these services for this purpose. Please remember that the manner in which third-party services use, store and disclose your information is governed solely by the policies of such third parties, and Lextra shall have no liability or responsibility for the privacy practices or other actions of any third-party site or service. In addition, Lextra is not responsible for the accuracy, availability or dependability of any information, content, goods, data, opinions, advice or statements made available in connection with third-party services, and such third-party services may revoke authentication at any time. As such, Lextra is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party service.

47. MOBILE SERVICES
The service includes certain services that are available via a mobile device, including the ability to upload content to the service and the ability to browse and otherwise access the service or certain features thereof. To the extent you access the service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. By using the Mobile Services, you agree that we and Participating Merchants may communicate with you by automated SMS, MMS, text message or other electronic means to your mobile device and that information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Lextra account information

48. JOINT AND SEPARATE LIABILITY
If this application is accepted and an account is opened for the Member in Lextra, the Member and the individual signing for the Member hereby assume joint and separate responsibility for all transactions, Fees, and negative Lextra Credit balances as outlined in this agreement.

49. DISSOLUTION
49.1 In the event that Lextra terminates the Lextra Program or otherwise ceases to do business, all Members in a negative Lextra Credit position will pay amounts they owe in law and equity (one Lextra Credit being equal to one dollar in cash USD currency) into a fund. The fund, less expenses, plus any Lextra inventory will be distributed pro rata to all Members who are in a positive trade position. Thus, all Members in a positive position will receive cash and/or goods for their Lextra Credits to the extent that the funds permit. Lextra shall not be liable to any Member’s cash or Lextra Credits beyond the distribution of such funds as aforesaid. Cessation of the Lextra’s operations does not release any Member from liability to make any payment due to Lextra at the time the Lextra’s operations cease.
49.2 The payment must be acceptable to Lextra and have easily determined value. In the event the Member’s negative Lextra Credit balance remains unpaid, Lextra retains complete reservation of rights to recover Member’s negative Lextra Credit balance in law and equity

50. LAW
In the event of any legal disputes arising from these Trading Procedures, Policies, Rules and Regulations the Laws of Florida shall apply.

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

52. SURVIVAL OF MEMBER OBLIGATIONS
These Trading Procedures, Policies, Rules and Regulations and that such Rules and Regulations are binding on the Members and obligations imposed upon Members under these Rules and Regulations shall survive suspension or termination of the right of a Member to participate in Lextra

53. COMMITMENTS AND REPRESENTATIONS
53.1 Lextra contracts with Member Acquisition Company “MAC”, for the provision of Member acquisition. MAC are independent contractors and operate from business locations other than our executive office in Miami.MAC are not employees, agents, joint ventures or partners of LEx Loyalty Exchange Inc and their authority to bind LEx Loyalty Exchange Inc is strictly limited by applicable policies and contractual obligations that are binding on MAC. As independent contractors, MAC are solely responsible for the employment, acts and omissions, control and direction of their employees and assignees.
53.2 Lextra is only responsible for any commitments and representations made in writing by a duly authorized Lextra officer. Lextra employees, trade coordinator’s or agents have no right to bind Lextra to any obligation or representation whatsoever without such written authorization.

54. REMEDIES
By your acceptance of this Agreement you acknowledge and agree that damages would not be an adequate remedy for any breach by you of the provisions of this Agreement and that LEx Loyalty Exchange Inc shall be entitled to the remedies of interdict and injunction for any threatened or actual breach of the obligations incumbent upon you in terms of this Agreement and that no proof of special damages shall be necessary for the enforcement of the said obligations.

55. USE OF YOUR INFORMATION
55.1 You consent to our processing and use of your business information, and disclosure of such information to third parties, in accordance with our Privacy Policy.
55.2 The information you provide to us or which we obtain through your dealings with Lextra will be used by Lextra or on our behalf to process your enrollment application, manage your Lextra account, and assess your dealings with us to review, develop and improve the services we offer and for market research purposes. (See our Privacy Policy

LEXTRA REWARDS INTRODUCTION
Lextra Rewards combines coalition (Lextra) and stand-alone (Solo) loyalty programs.
Solo Program allows all Members to issue and redeem their own instore “Solo Points” only to their own customers.
Lextra Program allows all Members to redeem “Lextra Points” from their own and other Members customers, but only authorized Members can issue Lextra Points to their own and other Members customers.
By combining these two programs Lextra allows Members in accordance with their selected plan and permissions, to issue and redeem reward points to their existing and new customers as an incentive for their cash business or Lextra Credit business.
Your participation in Lextra Rewards is subject to these additional Terms & Conditions, and agreed Terms & Conditions of LEx Loyalty Exchange Inc. (Lextra) Trading Rules and Regulations.
These Terms & Conditions apply each and every time you issue and redeem rewards points. These Terms & Conditions include our Privacy Policy which describes our collection, use, protection and sharing of the personal information you provide us in connection with your participation in Lextra Rewards.
 

LEXTRA REWARDS DEFINITIONS

Lextra Rewards Name of the coalition loyalty rewards program operated by Lextra
Lextra Market  Name of Capacity Trade Exchange operated by Lextra
Participating Members Members participating in Lextra Rewards who can issue and redeem rewards in accordance with their selected plan and permissions
Consumer Individuals participating in Lextra Rewards who can earn and redeem rewards
Lextra Technology Software functions and applications to process the issuing and redemption of reward points provided by Lextra
Reward Points Points are the unit of reward issued and redeemed to consumers, known as Solo Points and Lextra Points
Digital Vouchers  Consumers can exchange collected Points for Participating Member Digital Vouchers valid for payment with that Participating Member
Solo Points All Members can ISSUE and REDEEM their own instore Solo Points only to their own customers
Lextra Points All Members can REDEEM Lextra Points from their own and other Members customers, but only authorized Members can ISSUE Lextra Points to their own and other Members customers
Lextra Dollars Members offer for sale their goods and services to Members who are participating in Lextra for Trade Credit Obligations (hereinafter referred to as Lextra Credits or Lextra Dollars
Lextra LEx Loyalty Exchange Inc.

By participating in the Lextra Rewards, you agree that:
you have read, understood and accepted these Terms and Conditions, including our Privacy Policy;
you are eligible for Membership; and,
you consent to our processing and use of your business information, and disclosure of such information to third parties, in accordance with our Privacy Policy,
you agree to abide by the rewards levels offered to consumers and to issue and redeem reward points as agreed and published.

56. PARTICIPATING MEMBERS
Participating Members may be found on the Lextra Rewards website at https://lextra.app. As Participating Members may join or leave the program, Participating Members may be added to or deleted from this site at any time by us in our sole discretion.

57. CONSUMER ELIGIBILITY AND ENROLMENT
57.1 Participation in Lextra Rewards is targeted at consumers who are individuals. Reward points are issued in accordance with these terms and conditions by the Participating Members to consumers on completion of a satisfactory sale in accordance with agreed terms and reward levels with Lextra.
57.2 In order to receive reward points consumers must have a valid Lextra Rewards account.
57.3 Consumers can register their Lextra Rewards account at a Participating Members premises and become a participant from the date of online enrolment, or at our Lextra Rewards website https:/lextra.app, subject to Lextra acceptance of consumer.
57.4 The ability of consumers to earn and redeem reward points is subject to all applicable laws and regulations. Participation benefits and rewards are subject to availability and may be subject to change if prohibited or restricted by applicable law or regulation.

58. LEXTRA REWARDS ACCOUNT
58.1 Participating Members will have accounts to record their Solo and Lextra reward points activity.
58.2 Lextra Points are created from Lextra Credits available for completed sales transactions, or an approved Credit Line (subject to application and approval), or purchased from Lextra.
58.3 Solo reward points are exchanged at a ratio of 100:1 and are solely the liability of the issuing Member.
58.4 Lextra reward points are exchanged at a ratio of 100:1, and are created from Members available Lextra Dollars.
58.5 Lextra reserve the right to monitor all reward points activity. If your account shows signs of fraud, abuse or suspicious activity, you may lose the right to participate in Lextra and, as a result of this activity; we may close or freeze your account immediately, and report any fraudulent activity to the relevant authorities.
58.6 If your Lextra Rewards Account does not represent the correct number of reward points that you should have been awarded as determined by us, we reserve the right to adjust your Lextra Rewards Account balance. If you have been awarded (or not awarded) reward points in error or if you believe your account has been the subject of any suspicious activity, please contact us immediately at info@lextra.us
58.7 Reward points are awarded or redeemed by Lextra Technology applications. Lextra are the provider and operator of the Lextra Technology functions and applications to process the issuing and redemption of reward points to and from a Participating Member’ Lextra Rewards Account.

59. PARTICIPATING MEMBER TERMINATION
59.1 You may terminate your participation in Lextra Rewards at any time by giving us 60 days written notice. All promotions of your goods and services and marketing of your company will be withdrawn from the Lextra Rewards website immediately. This does not affect your participation within Lextra Market. If you have issued reward points as the result of a Lextra Credit line then the converted value of reward points must be balanced with a payment having an equivalent value. The payment must be acceptable to Lextra and have easily determined value within 14 days of withdrawal from Lextra Rewards.
59.2 In addition, we reserve the right to terminate the account of a Participating Member that we reasonably believe, in our sole discretion the Participating Member:
59.3 is using the Lextra Rewards program in a manner that violates Lextra Terms & Conditions,
59.4 has acted in a manner inconsistent with applicable laws, ordinances or regulations, or
59.5 has engaged in fraud or abuse concerning Lextra Rewards and/or Lextra
59.6 does not issue and or redeem rewards to consumers as agreed
59.7 discloses confidential consumer data and personal information
59.8 If you or your employees, or affiliates have conducted any fraudulent activity, we reserve the right to take any necessary legal action. In addition, you may be liable to us for monetary losses, including legal costs and damages
59.9 If you infringe any of Lextra’s intellectual property rights that may contain content that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws
59.10 If you attempt to, or modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Lextra service or the content, in whole or in part
59.11 If you attempt to, or copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software.

60. ISSUING REWARD POINTS
60.1 Consumers are issued reward points in connection with completed cash, part cash or Lextra Credit purchases at Participating Members. Reward points are issued to the consumers via our Lextra Technology applications and connected to the Participating Members Lextra Rewards account provided by Lextra.
60.2 Solo instore Points can be issued to consumers by all Participating Members.
60.3 Lextra Points CAN ONLY be issued to consumers by authorized Participating Members who can offer consumers the opportunity to earn Lextra points from Lextra deals, bonuses, incentives, or other purchase opportunities. These offers may be temporary in nature and we reserve the right to modify or discontinue any such offers at any time. Such offers are void where prohibited by law.
60.4 The fulfilment of the reward points is solely the responsibility of the Participating Members and your contract in regard to the issuing of reward points to consumers, and the goods and services which can be obtained by reward points from you is solely with you the Participating Member and NOT with Lextra. Therefore, Lextra is not responsible for any failure by any Participating Member to provide goods and services in return for reward points that may have been accumulated by consumers.
60.5 For each eligible purchase described above, the consumers will be entitled to receive reward points at a rate published on the Lextra Rewards applications. The corresponding amount of reward points will be deducted from the Participating Member Lextra Rewards account within Lextra.
60.6 The reward points issuing or redeeming rate is calculated on the total transaction and amount paid for goods or services with the Participating Members. Participating Members can decide on the issuing or redeeming rate with a minimum of 3% (3 (three) points for every $1 (USD) spent by the consumer)
60.7 When a refund is processed the Participating Member at their discretion may elect to collect the issued reward points in connection with that purchase from the consumer applying the earning rate to the refunded amount. If the consumer does not have sufficient reward points in their account you may elect (again at your discretion) to deduct the cash equivalent.

61. REDEEMING REWARD POINTS
61.1 Consumers can redeem reward points as part or full payment in connection with completed cash, part cash or Lextra Credit purchases at Participating Members. The corresponding amount of reward points will be deposited to the Participating Members Lextra Rewards account within Lextra.
61.2 Solo instore Points CAN ONLY be redeemed by the Participating Member who is the issuer of their own Solo instore Points.
61.3 Lextra Points can be redeemed AT ALL Participating Members.
61.4 The fulfilment of the reward points is solely the responsibility of the Participating Members and your contract in regard to the redemption of reward points to consumers, and the goods and services which can be obtained by reward points from you is solely with you the Participating Member and NOT with Lextra. Therefore, Lextra is not responsible for any failure by any Participating Member to provide goods and services in return for reward points that may have been accumulated by consumers.
61.5 Consumers can exchange their reward points for digital reward vouchers; these digital reward vouchers are only valid as payment with the same issuing Participating Member. Digital rewards vouchers by default are valid for one month, unless otherwise stated after which the digital rewards voucher is expired. Participating Member digital vouchers are solely the responsibility and liability of the issuing Participating Member and not Lextra itself.
61.6 Participating Members can decide that redeeming reward points or digital rewards vouchers cannot be combined with their other promotions they may be offering; this must be clearly published.
61.7 The issuing Participating Member’s account will not be credited with reward points to the value of the digital rewards voucher until the voucher has been redeemed by the Participating Member. The value of the digital rewards voucher will be held in the issuing Members’ escrow account and it is the sole responsibility of the issuing Member to redeem digital rewards vouchers on the Lextra Rewards application. Once redeemed the issuing Member’s Lextra Rewards account will be credited with reward points from their escrow account. Each digital rewards voucher contains a unique code and is valid for one-time use only.
61.8 Currently, the denomination of digital reward vouchers is set at a minimum value of 100 reward points. Variable denominations will be available subject to the terms agreed with the issuing Participating Member.
61.9 Digital rewards vouchers are valid for goods and services provided by Participating Members. They do not carry a cash redemption value and cannot be exchanged for cash. If the purchase amount at a Participating Member is not high enough to apply the entire amount of the digital rewards Voucher used, no change will be given, and the unused portion of the amount on the digital rewards voucher will be forfeited.
61.10 Participating Members can offer Lextra Deals in connection with a specific product or service. Lextra Deals are promoted with an allocated percentage or value of Lextra Points. Consumers can reserve a Lextra Deal via our website and mobile app for redemption with the Participating Member only for that specific product or service. Reservation is valid for a maximum of three days from date consumer reserved the Lextra Deal.
61.11 In the event a consumer returns a purchase that was (partially) paid for with reward points, only the portion paid for with $USD would be eligible for a refund, if the return policy of the Participating Members allows for cash refunds. It is at the sole discretion of the Participating Members to determine if they return the previously used reward points or, the value of the digital rewards voucher to the consumer, , issue same value of reward points on the consumer’s account, or extend another form of store credit for the original amount paid for by reward points.
61.12 Since a Participating Member can limit its acceptance of reward points and/or digital reward vouchers for the given business may be temporarily unavailable, subject to agreement with Lextra. Digital rewards vouchers that have already been generated will be accepted by the business until their expiration date.
61.13 Participating Members have committed and have an obligation under this agreement to continue accepting reward points as payment after they cease to be a Participating Member, up to the amount that were earned but not yet redeemed at the particular Participating Member and continue to except points to balance their Lextra Rewards Account with Lextra, or alternatively can settle payment of account as per Clause 6.) Participating Member Termination.
61.14 Participating Members in coalition agree to support the Lextra Rewards Program to fund any shortfall of consumer held reward points as a solution of last resort in the event that a Participating Member can no longer redeem reward points that have been issued to a consumer and insufficient funds are available in the Reserve Account and all remedies have failed in obtaining goods, services or cash required to fulfill the obligation of the defaulting Participating Member.
61.15 Reward points that are dormant due to deactivated consumer accounts in accordance with the consumer terms and conditions will be transferred from the consumer account and held in the Lextra Rewards Reserve Account against bad debt.

62. PARTICIPATING MEMBER PROFILE AND REWARDS LISTINGS
As a Participating Member you are solely responsible for the integrity and content of the data associated with your profile and listings and Lextra shall have no responsibilities or obligations whatsoever to you in respect of the same. Participating Members are responsible for information on the Lextra Reward applications and our social media pages which relates to them and will be responsible for any copyright infringement relating to content and images.

63. COMMUNICATIONS AND STATEMENTS
63.1 By participating in Lextra Rewards, you consent to receiving electronic communications from us, including notifications about monthly account balance statements, other notices regarding your account and Participating Member surveys. These communications are part of your relationship with us and you receive them as part of your Membership. Your reward points balance and account activity can also be accessed on your account summary available on the Lextra program website. https:/lextra.market. The balance shown as available on your Lextra Rewards Account is informational and may not reflect the actual balance available at all times. You will need your Lextra username and password to access this portion of the Lextra website.
63.2 We may also send you offers and other promotional communications from time to time, which may include promotions or offers from Lextra and/or Participating Members, provided that you have not opted out of receiving such emails. These communications may be targeted to you based on the information you have provided to us and additional data we maintain.
63.3 Program communications will be sent to you at the email address that you have provided to us on your Lextra account, application form or otherwise. Communications will be deemed to have been received by you 1 business day after sending to the email address provided. You are responsible for any changes to contact details and to notify Lextra of these changes.
63.4 You agree that any notice, agreements, disclosure or other communications that we provide to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The Lextra website records details of the transactions and balances on the account for the reward points transactions.

64. TRAINING AND SUPPORT
64.1 Lextra will provide Participating Members and staff full training and instruction details on the operational requirements of Lextra Rewards Program, and your selected rewards plan.
64.2 Lextra will provide full support to Participating Members for the initial period of 6 weeks; thereafter any issues should be emailed to support@lextra.us
64.3 Lextra will provide operational instructions and Help Desk details.

65. FEES
Lextra reserves the right to review and change the fees from time to time. Participating Member will receive thirty (30) days’ notice of any such changes.

66. CONFIDENTIALITY AND NON-DISCLOSURE
Participating Member acknowledges that it will have access to consumer data and information which are confidential. Participating Member agrees not to disclose consumer account data, contact data, lists, telephone numbers or email addresses to any person or entity except as specifically authorized by Lextra to have access to this information. Participating Member also agrees to take reasonable precautions to safeguard the confidentiality and security of such information.

67. LIMITATION OF LIABILITY
67.1 Lextra are not responsible for;
67.2 theft or unauthorized redemption of reward points caused by circumstances which are beyond our reasonable control or our agents;
67.3 unauthorized use of reward points or Participating Members digital reward vouchers caused by any unauthorized use of your account. You must keep your security details (which include any passwords, codes and usernames) secret and take all reasonable precautions to prevent unauthorized or fraudulent use of them,
67.4 any acts or omissions of any third parties (including any Participating Member);
67.5 and/or
67.6 any errors published in connection with Lextra Rewards, including without limitation, errors relating to Participating Member, pricing, reward points awards and/or the crediting or debiting of reward points from Participating Member accounts due to equipment or software malfunctions. We reserve the right to correct any errors without notice. We shall not be liable to any person for any action taken or neglected to be taken with respect to the Lextra Rewards program. In no event shall we be responsible or liable for special, consequential, extraordinary or indirect losses or damages, including any lost profits.
67.7 Lextra have no liability whatsoever towards any consumer or Participating Member in relation to the supply of any digital voucher, goods or services between the parties which will be subject to the Participating Member’s own terms and conditions.

68. GENERAL TERMS AND CONDITIONS
68.1 We may change these Terms & Conditions at any time with 30 days written notice. Any changes to these Terms & Conditions will be posted on http://www.lextra.market will be effective immediately unless stated otherwise. Each Participating Member is responsible for being aware of the then-current Terms & Conditions and the number of reward points in their Account.
68.2 We may terminate the Lextra Rewards Program and/or any portion thereof upon sixty (60) days prior notice to Participating Members and consumers, and you may not earn or redeem reward points after the termination of the Program. Any reward points remaining in a Participating Member Account as of the date of termination shall be converted back to Lextra Dollars within Lextra Market and deposited to your Lextra Market account. Participating Member should, continue to accept already generated valid Rewards Vouchers. We may terminate the Lextra Rewards Program in whole or in part, with less than six months' notice if required to do so by applicable law, or regulation.
68.3 Reward points have no cash redemption value, are not redeemable for cash, and can only be transferred to a consumer’s family member or friend at the sole discretion of Lextra.
68.4 It is your responsibility to seek independent professional tax and appropriate accounting advice for this program.
68.5 Notwithstanding these Terms & Conditions, we may run promotions from time to time that provide enhanced benefits to selected Participating Members.
68.6 Participating Members and Consumers may not rely upon the continued participation of any Participating Member or the continued availability of any particular redemption opportunity.
68.7 We make no warranties or representations, either expressed or implied, and expressly disclaim all liability (including consequential damages) with respect to type, quality or fitness of goods or services provided through Lextra Rewards. If a Participating Member improperly denies a consumer a benefit, the liability with respect thereto shall be the responsibility of that Participating Member and not Lextra.
68.8 Participation in the Lextra Rewards Program, and the issuing and redeeming of reward points are subject to all applicable local laws and regulations. Participation, including the opportunity to issue and redeem reward points, is offered in good faith but may not be available if prohibited or restricted by applicable law or regulation. In the event that any portion of these Terms & Conditions is held to be unlawful or unenforceable, the remaining provisions will remain in force, subject to subsections (a) and (b) above.
68.9 Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
68.10 This Agreement shall be governed by and construed in accordance with the laws of Florida.
68.11 Lextra failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, Acts of God and/or Nature, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement.