LONDON BARTER NETWORK MEMBER AGREEMENT & TERMS OF SERVICE

Version 2.0 — August 2026

OPERATING ENTITY: BizBio Inc. d/b/a London Barter Network ("BizBio Inc.", "THE EXCHANGE", "We", "Us", or "Our")

JURISDICTION: Province of Ontario and the Federal Laws of Canada applicable therein

ELECTRONIC COMMERCE ACT COMPLIANCE NOTICE

This Agreement is formed, delivered, and acknowledged in full compliance with the Electronic Commerce Act, 2000, S.O. 2000, c. 17 ("OECA"). Registration, access, or utilization of any service, mobile application, or web platform operated by THE EXCHANGE constitutes full legal consent, intent, and agreement to be bound by all terms and conditions contained herein. Periodic electronic transmissions of this Agreement to the email address provided upon registration fulfill all statutory delivery requirements. Members may access, view, download, or request a physical copy of this Agreement at any time via the official member portal or website at www.londonbarternetwork.com.

SECTION 1: DEFINITIONS AND NATURE OF THE EXCHANGE

1.1 Platform Ownership & Administrator Role — London Barter Network is a commercial trade exchange network owned, administered, and operated solely by BizBio Inc. THE EXCHANGE acts exclusively as a third-party trade administrator and clearinghouse, maintaining a accounting system for trade transactions conducted among authorized network participants.

1.2 Membership Application & Mandatory Approval — Membership in THE EXCHANGE is a privilege and not a right. While there is no initial joining fee, setup fee, or monthly membership subscription fee ($0/month) to belong to THE EXCHANGE, participation requires formal registration and mandatory approval. BizBio Inc. retains absolute discretion to accept, reject, restrict, or condition any membership application.

1.3 Legal Characterization of Trade Dollars — Trade dollars (also referred to as "Trade Credits" or "Exchange Dollars") are internal accounting units utilized solely to measure and record the relative trade value of goods and services exchanged between members within THE EXCHANGE.

- Not Legal Tender: Trade dollars do not constitute legal tender, fiat currency, bank deposits, securities, financial instruments, or commodities under Canadian law or any federal, provincial, or municipal statute. - No Cash Redemption: Trade dollars cannot be redeemed for cash, converted into fiat currency, or refunded by THE EXCHANGE under any circumstances. - Voluntary Participation: Participation in trading activities on the network is 100% voluntary, save and except where a member is in an account deficit or credit limit obligation position.

1.4 Acknowledgment of Electronic Recordkeeping — Members agree that an automated transaction confirmation email sent following any processed trade transaction fulfills all notice and delivery rules mandated under the OECA and applicable Canadian electronic document laws.

SECTION 2: FEE STRUCTURE, ADVERTISING MODEL, AND PLATFORM MONETIZATION

2.1 Zero-Commission & No-Subscription Model — THE EXCHANGE operates on a zero-commission model.

- No Transaction Fees: Members shall not be assessed any percentage-based transaction fees, in either cash or trade dollars, on sales or purchases conducted within the network. - No Membership Dues: There are no mandatory monthly recurring membership subscription fees ($0/month trade or cash) or ongoing maintenance fees to maintain active membership status. - No Initial Joining Fees: Registration and account setup are free of charge, subject at all times to account application approval by BizBio Inc.

2.2 Platform Advertising Rights & Exclusivity — The monetization and revenue generation of THE EXCHANGE rely on advertising services managed exclusively by BizBio Inc.

- Exclusive Ad Placement Rights: BizBio Inc. holds the sole and exclusive right to place, publish, display, manage, and monetize advertisements, promotional listings, sponsored content, and banner ads within the London Barter Network mobile application, website, and digital member portals. - Member Ad Prohibitions: Members are strictly prohibited from embedding, selling, broadcasting, or displaying third-party advertising, commercial sponsorships, or unauthorized promotional material on or through THE EXCHANGE's platform, app, or member directory without prior explicit written authorization from BizBio Inc. Unapproved solicitations or marketing spam will result in immediate account suspension.

SECTION 3: TRADING RULES, TRANSACTION AUTHORIZATIONS & DISPUTE PROCEDURES

3.1 Account Status & Credential Security

- Account Standing: A buyer must hold an active EXCHANGE account in good standing to initiate or complete any purchase. If a seller enters into a transaction with an unregistered party or an account not in good standing, the seller assumes all financial and operational risk. - Login Credential Responsibility: Account security is paramount. Any sharing of account login credentials, passwords, API tokens, or mobile app access codes is the sole responsibility of the Client. The Client is fully liable for all transactions executed using their account credentials.

3.2 Required Authorization Procedures — To receive trade credit for any transaction, the seller must strictly comply with the following authorization requirements at the time of sale:

- Authorization Code: Obtain a valid transaction authorization number issued by THE EXCHANGE office, mobile app, or online portal. - Documentary Proof: Obtain the buyer's written signature, digital app verification, or valid email confirmation (accompanied by supporting documentation such as a contract, work order, invoice, or purchase order) clearly evidencing acceptance of the goods or services, the buyer's account number or business name, and explicit agreement to pay in EXCHANGE trade dollars.

3.3 Disputed Transactions & Reversal Mechanisms

- 10-Day Documentation Window: Upon notification of a transaction dispute raised by a buyer, THE EXCHANGE may request proof of transaction from the seller. The seller must provide signed transaction slips or valid supporting documentation within ten (10) calendar days of such request. - 6-Month Reversal Window: THE EXCHANGE retains full authority to automatically reverse any disputed trade transaction within six (6) months of the statement date if the seller fails to provide adequate supporting documentation within the required 10-day window. - Finality After 6 Months: Following the expiration of six (6) months from the transaction statement date, a transaction becomes final and cannot be reversed by THE EXCHANGE for any reason without the express written consent of the seller.

3.4 Pricing Integrity & Anti-Price Discrimination

- Everyday Prevailing Prices: Sellers must offer goods and services at their standard, everyday prevailing cash prices. Surcharging, markups, dual-pricing structures, or charging inflated prices to trade network members is strictly prohibited. - 100% Trade Obligation: Sellers must furnish all labor, materials, and services at 100% trade value unless explicit written authorization for a partial cash/trade split is granted by an Officer of THE EXCHANGE prior to entering into the transaction. - Termination for Cause: Any member violating pricing integrity, attempting a cash markup, or failing to honor 100% trade terms without prior officer waiver is subject to immediate account termination and forfeiture of trading privileges.

SECTION 4: CREDIT LIMITS, DEFICITS, AND ACCOUNT RESTRICTIONS

4.1 Credit Limit Approval & Cash Demand Rights

- Spending Limits: Member purchases are strictly limited to the cleared trade credit balance in their account, plus any approved credit limit explicitly granted in writing by BizBio Inc. - Discretionary Credit Lines: Credit limits are established via application and remain subject to the sole approval and ongoing review of THE EXCHANGE. Credit lines represent an operational loan of purchasing power backed by the network as a whole, do not constitute earned trade dollars, and cannot be treated as permanent trade balances. - Immediate Cash Call: Any negative trade balance, account deficit, or utilized credit line may be called in full at any time at the sole discretion of BizBio Inc. Upon receiving a cash call demand, the Client is legally obligated to immediately pay the entire outstanding deficit amount to THE EXCHANGE in lawful Canadian funds ($CAD). - Recovery via Pre-Authorized Payment: BizBio Inc. is explicitly authorized to charge the Client's credit card or bank account on file to recover any outstanding credit lines, overdrawn balances, or default amounts in cash.

4.2 Account Standby Status & Customer Continuity Rules

- Standby Requests: A Client whose account is in good standing and not in a deficit position may request in writing to place their account on "standby" status (pausing buying and selling privileges). Requests require a minimum of thirty (30) calendar days' advance written notice. - Prohibition of "Bait-and-Switch" Practices: Members are strictly prohibited from soliciting customers on the trade network and subsequently switching them to cash-only transactions for ongoing or repeat business. - Notice of Service Discontinuance: If a Client provides recurring monthly or ongoing goods/services to another network member, the Client must provide at least thirty (30) days' written notice to both THE EXCHANGE and the buying member prior to discontinuing trade acceptance for that buyer.

4.3 Platform Management Authority & Adjustments

- Network Management Rights: BizBio Inc. retains complete authority to implement operational policies, trading caps, or restrictions on buying and selling within the network whenever deemed necessary for the long-term solvency, liquidity, or operational health of THE EXCHANGE. - Balance Adjustments: BizBio Inc. reserves the right to make administrative adjustments to cash balances, trade dollar ledgers, or account statuses to rectify accounting errors, address fraudulent transactions, or enforce compliance with this Agreement.

4.4 Non-Transferability & Assignment — Accounts, trade balances, credit privileges, and membership rights under this Agreement cannot be assigned, transferred, sold, pledged, mortgaged, or sub-licensed to any third party without the prior explicit written consent of BizBio Inc. Any unauthorized attempt to assign or transfer an account shall be null and void and constitute grounds for immediate account termination.

SECTION 5: TAXATION, COMPLIANCE, AND LEGISLATIVE OBLIGATIONS

5.1 Mandatory Tax Reporting Obligations

- Taxable Event Recognition: Under Canadian tax law and the regulations of the Canada Revenue Agency (CRA), barter and trade transactions are legally recognized as taxable events equivalent to ordinary cash sales. - Sole Reporting Responsibility: The Client bears sole and absolute responsibility for properly declaring, reporting, and remitting all local, municipal, provincial, and federal taxes arising from network trade transactions. This includes, but is not limited to, Harmonized Sales Tax (HST), Goods and Services Tax (GST), excise taxes, corporate income taxes, and personal income taxes.

5.2 Collection and Remittance of Taxes

- Cash Tax Collection: Unless otherwise agreed in writing, any HST/GST or applicable sales tax resulting from a barter transaction must be billed and collected directly between the buying and selling members in lawful Canadian cash currency at the time of the transaction. - Exclusion of Tax from Trade Ledgers: THE EXCHANGE is not responsible for calculating, collecting, remitting, or withholding sales taxes on behalf of any member.

5.3 Tax Indemnity — The Client agrees to fully indemnify, defend, and hold harmless BizBio Inc., its officers, directors, employees, and agents from and against any and all claims, tax assessments, interest penalties, fines, or legal expenses resulting from the Client's failure to comply with federal, provincial, or municipal tax statutes or reporting requirements.

SECTION 6: LIMITATION OF LIABILITY, INDEMNIFICATION, AND GIFT CERTIFICATES

6.1 Brokerage Capacity & Disclaimers of Warranty

- Brokerage Role: THE EXCHANGE operates exclusively in a trade brokerage and administrative capacity. BizBio Inc. is not a party to any contract or transaction between trading members. - No Warranty of Goods or Services: BizBio Inc. makes no express or implied representation, warranty, or guarantee concerning the quality, merchantability, fitness for a particular purpose, safety, legality, title, or timely delivery of any product or service traded within the network. Members are advised to exercise the exact same commercial due diligence, inspections, and contract verifications as they would in ordinary cash transactions.

6.2 Network Availability & Solvency Risks

- No Guarantee of Specific Inventory: BizBio Inc. makes reasonable administrative efforts to support the network but does not guarantee the availability of any specific goods, services, or continuous recruitment of new business members. - Hold Harmless for Non-Availability: Members save and hold BizBio Inc. 100% harmless from any and all liability, damages, or loss resulting from the inability of THE EXCHANGE to supply specific goods or services, or from any member refusing to accept trade dollars or honor a trade listing. All sales on the network remain voluntary. - Voluntary Trade Accumulation Risk: The accumulation of trade dollars is completely voluntary. Members save BizBio Inc. harmless from any economic loss resulting from market fluctuations, network liquidity changes, or the voluntary accumulation of trade credits.

6.3 Comprehensive Indemnification — The Client agrees to defend, indemnify, and hold harmless BizBio Inc., its parent company, affiliates, officers, directors, employees, and agents from and against any and all claims, debts, liabilities, losses, damages, costs, or legal fees (on a solicitor-and-own-client basis) arising out of or in connection with:

- Any transaction entered into by the Client as a buyer or seller on THE EXCHANGE; - Any breach by the Client of this Agreement or platform rules; - Any failure by the Client to resolve customer disputes within thirty (30) days; or - Any misrepresentation, fraud, or tax non-compliance committed by the Client.

6.4 Gift Certificate & Voucher Policies

- Strict Non-Cash Rules: All trade-purchased gift certificates, gift cards, or digital vouchers are non-redeemable for cash under any circumstances. No cash change will be returned for unused certificate balances, and all tips or gratuities must be paid in cash currency. - Insolvency & Loss Risk: BizBio Inc. assumes no liability or financial obligation for lost, stolen, damaged, or expired gift certificates. Furthermore, BizBio Inc. is not responsible for gift certificates issued by member businesses that subsequently cease operations, enter bankruptcy, or default on redemption. - Delivery Risk: Gift certificates transmitted by regular mail, courier, or email are sent at the purchasing member's sole risk unless formal certified delivery is explicitly requested and paid for by the member.

SECTION 7: STATEMENT AUDITS, CIRCUMVENTION, AND SUSPENSION

7.1 Statement Review & Discrepancy Deadlines

- Audit Period: Monthly account balance statements issued electronically via the platform or email shall be deemed accurate and binding in all respects unless the Client notifies BizBio Inc. in writing of a statement discrepancy within ten (10) days of the last day of the statement month, or within thirty (30) calendar days of the disputed transaction date. Failure to provide timely notice constitutes full waiver and acceptance.

7.2 Circumvention & Unreported Direct Transactions

- Integrity of Exchange System: Network members are strictly prohibited from conducting off-market barter trades or unrecorded direct exchanges intended to evade network oversight or rules. - Assessment for Unreported Deals: Any transaction entered into between network members that is intentionally not reported to THE EXCHANGE is subject to an administrative penalty fee equivalent to 6.5% cash and 1% trade dollars calculated on the total gross value. - Declined Transactions: Transactions between members that are officially declined by THE EXCHANGE but subsequently consummated directly on a cash basis shall be subject to a 6.5% cash assessment fee payable to THE EXCHANGE.

7.3 Involuntary Standby, Suspension, and Cause for Cancellation — BizBio Inc. reserves the absolute right to place an account on immediate standby, suspend trading privileges, or terminate this Agreement if:

- BizBio Inc. receives two (2) or more substantiated member complaints regarding poor product/service performance, non-delivery, or attempts to charge prices above normal cash rates; - The Client commits fraud, misrepresentation, or unlawful acts against BizBio Inc. or any network member; - The Client demands unauthorized cash surcharges or breaches any core provision of this Agreement; or - The Client fails to respond to or resolve an official dispute or claim directly with another member within thirty (30) days of written notification.

SECTION 8: CANCELLATION, TERMINATION, AND TRADE BALANCE FORFEITURE

8.1 Voluntary Cancellation & Notice

- 30-Day Written Notice: Unless superseded by account suspension or action taken under Section 7, either the Client or BizBio Inc. may terminate this Agreement at any time by providing thirty (30) calendar days' written notice to the other party.

8.2 Trade Balance Spend-Down Period

- 90-Day Liquidation Window: Following receipt of a valid 30-day cancellation notice, a Client in good standing with a positive trade balance shall be granted a period of ninety (90) calendar days from the notice date to spend down their remaining trade dollar balance with active members of THE EXCHANGE. - Forfeiture to Administrator: Any trade dollar balances remaining in the Client's account upon the expiration of the 90-day spend-down window shall immediately become the absolute legal property of BizBio Inc., and the Client permanently forfeits all rights, claims, or title to such trade credits.

8.3 Default Forfeiture & Overdue Balances

- 90-Day Arrears Forfeiture: If a Client owes any outstanding cash deficit or authorized recovery amount to BizBio Inc. and remains in arrears for more than ninety (90) calendar days past the demand date, BizBio Inc. retains the right to seize, cancel, or forfeit the Client's remaining trade balances without further notice. - Survival of Obligations: Account cancellation, cancellation notice, or balance forfeiture shall not release or extinguish any outstanding liabilities, deficit obligations, or contractual commitments owed by the Client to BizBio Inc. or other network members. All covenants, indemnities, liability limits, and representations contained in this Agreement shall survive termination.

SECTION 9: DISPUTE RESOLUTION, MANDATORY ARBITRATION, AND VENUE

9.1 Informal Dispute Resolution Period — Prior to commencing any formal legal proceeding or arbitration, the Client and BizBio Inc. agree to make reasonable, good-faith efforts to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, platform usage, or trade transactions through informal direct negotiations within thirty (30) calendar days of written notification.

9.2 Mandatory Binding Arbitration (Arbitration Act, 1991 - Ontario)

- Binding Arbitration: Subject to Section 9.4, if a dispute is not resolved through informal negotiations within thirty (30) days, the dispute shall be definitively and finally resolved by binding arbitration pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17 (Ontario). - Arbitration Location: The tribunal and seat of arbitration shall be conducted exclusively within the City of London, Province of Ontario, Canada. - Selection of Arbitrator: Arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by both parties. If the parties fail to agree upon an arbitrator within fifteen (15) days of the arbitration notice, an arbitrator shall be appointed by a judge of the Superior Court of Justice of Ontario. - Finality of Award: The award of the arbitrator shall be final, binding, and non-appealable on all questions of fact, law, or mixed fact and law. Judgment upon the award rendered by the arbitrator may be entered and enforced in any court having jurisdiction thereof.

9.3 Class Action & Representative Proceeding Waiver — To the fullest extent permitted by applicable Canadian law, all dispute resolution proceedings shall be conducted exclusively on an individual basis. The Client expressly waives any right, standing, or entitlement to commence, join, participate in, or act as a class representative or class member in any class action litigation, class-wide arbitration, or representative proceeding against BizBio Inc., London Barter Network, or its officers, directors, and employees.

9.4 Small Claims Court & Injunctive Relief Exception — Notwithstanding the agreement to arbitrate, BizBio Inc. expressly reserves the right to:

- Initiate a formal court action in the Ontario Small Claims Court (London Registry) for any monetary claim, unpaid deficit recovery, or cash debt falling within the statutory monetary jurisdiction of that court; and - Seek immediate interlocutory, temporary, or permanent injunctive relief, specific performance, or equitable remedies in the Superior Court of Justice of Ontario to prevent trademark infringement, unauthorized advertising, fraud, or breach of security.

SECTION 10: JOINT AND SEVERAL LIABILITY, PERSONAL GUARANTEES, AND PAYMENT AUTHORIZATION

10.1 Corporate Signatories & Personal Guarantees

- Joint and Several Responsibility: Upon accepting this Agreement and creating an account with THE EXCHANGE, the Client and all individual signatories, officers, directors, or representatives acting on behalf of the Client assume joint and several liability for all obligations, purchases, deficits, and fees under this Agreement. - Personal Guarantee: Any individual executing or accepting this Agreement on behalf of a corporate entity, limited liability company, or partnership hereby personally guarantees full, unconditional performance of all covenants and full payment of all financial liabilities incurred by said corporation under this Agreement.

10.2 Continuous Pre-Authorized Payment & Credit Card Authorization

- Payment Authorization on File: The Client authorizes BizBio Inc. to retain on file, securely store, and process charges against the Client's provided credit card (Visa, Mastercard, American Express) or Pre-Authorized Debit (PAD) bank account. - Scope of Authorization: This authorization permits BizBio Inc. to process transactions for authorized deficit recoveries, overdrawn trade balances, cash calls, and administrative penalties incurred under this Agreement. - Revocation & Replacement: This payment authorization remains in full force and effect until explicitly canceled in writing by contacting BizBio Inc. Cancellation of payment authorization does not discharge any pre-existing debts or liabilities. If an authorization is canceled or a card expires, the Client must immediately supply an alternative valid credit card or payment method. - NSF and Declined Transaction Charges: Any credit card charge, automatic bank debit, or electronic payment attempt that is returned, declined, or dishonored due to Non-Sufficient Funds (NSF) shall incur a mandatory administrative fee of $40.00 CAD payable in cash.

SECTION 11: MISCELLANEOUS LEGAL PROVISIONS

11.1 Governing Law and Forum Selection — This Agreement, its interpretation, performance, enforcement, and any disputes arising out of or related to it shall be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law rules.

11.2 Electronic Documents & Original Execution

- Electronic Record Validity: Pursuant to the Electronic Commerce Act, 2000 (Ontario), the transmission of this Agreement, platform applications, trade confirmations, or policy updates via electronic mail, internet portal, mobile app interaction, or facsimile shall be legally valid, binding, and treated for all legal purposes as an original executed document bearing wet signatures. - Reliance on Digital Evidence: Both parties explicitly agree to accept and rely upon digital signatures, email confirmations, electronic audit trails, and click-through consents as conclusive evidence of mutual assent.

11.3 Modification of Agreement & Non-Waiver

- Policy Modifications: BizBio Inc. reserves the right to amend, update, or modify any section of this Agreement or platform operational rules at its sole discretion. Any modifications shall be published on the official online member portal or app. Continued access to the platform or voluntary execution of trade transactions following online publication constitutes full legal acceptance of such modifications. - Non-Waiver: Forbearance, indulgence, or failure by BizBio Inc. to enforce strict compliance with any term, covenant, or condition of this Agreement shall not constitute a waiver of future enforcement or relinquish any rights under this Agreement.

11.4 Severability — Each provision of this Agreement is intended to be severable. If any term, clause, or provision hereof is declared invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such invalidity shall not affect or impair the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect.

11.5 Time of the Essence — Time shall be strictly of the essence in all matters, deadlines, payment schedules, dispute notices, and performance covenants under this Agreement.

11.6 Force Majeure — Neither party shall be liable for failure or delay in performing operational duties (excluding monetary obligations) if such delay is caused by acts of God, war, acts of terrorism, civil unrest, government regulations, severe cyberattacks, major internet backbone failures, or platform infrastructure disruptions beyond reasonable commercial control.

SECTION 12: MEMBER ACKNOWLEDGMENT AND ELECTRONIC SIGNATURE / CONSENT

12.1 Binding Electronic Consent — BY CLICKING "I AGREE", REGISTERING AN ACCOUNT, CREATING A MEMBER PROFILE, OR LOGGING INTO AND UTILIZING THE LONDON BARTER NETWORK APP OR WEBSITE, THE CLIENT EXPRESSLY ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

12.2 Authority and Corporate Capacity — If the Client is entering into this Agreement on behalf of a corporation, partnership, or business entity, the individual executing or accepting this Agreement represents and warrants that they have full corporate and legal authority to execute this Agreement and bind the entity and themselves personally as guarantor.