User Agreement

General

1.1 Acceptance of User Agreement

Welcome to the Trade Receivable Exchange, an auction marketplace for trade creditors that is owned and operated by Trade Receivable Exchange, Inc. ("T-REX"). The following agreement ("User Agreement") contains the terms and conditions governing the use of T-REX's auction services and website www.T-REXauctions.com (the "Website"). This User Agreement is between T-REX and each of its users ("User" or "you"). By using T-REX's auction services or Website, you accept the terms and conditions of this User Agreement.

1.2 Business Description

T-REX is an online auction marketplace for buyers and sellers of bankruptcy trade claims. T-REX provides a centralized venue for such buyers and sellers to meet, exchange information and negotiate pricing through online, non-binding auctions.

1.3 Role of T-REX

T-REX merely acts as an auction venue. T-REX is not a broker or agent of any User nor does it represent any such User in any transaction. Furthermore, T-REX is not a party to the transaction contemplated by an auction or to the contract governing that transaction. Finally, T-REX does not own or endorse any of the bankruptcy claims listed for auction.

1.4 For Businesses Only

T-REX's auction services and Website are only available to businesses such as sole proprietors, partnerships, LLCs and corporations.

1.5 Non-Binding Auctions

T-REX recognizes that price is only one of many factors that businesses take into account when buying and selling bankruptcy claims. For this reason, all T-REX auctions are non-binding. Auction listings and bids posted on the Website are not intended to be legally binding offers or acceptances nor are they intended to create a contract between Users.

The User posting the auction is not legally obligated to award the auction to the highest bidder. Such User may award the auction to any one of its bidders or none at all if it is dissatisfied with the bidding results. Likewise, the winning bidder (if chosen) may decline the auction award. Even after the auction is awarded, either party can walk away from the contemplated transaction if they cannot agree on contract terms.

Auction Process

2.1 Posting an Auction

T-REX membership is NOT required to post an auction listing. A User need only submit the required information to T-REX by phone or by completing an auction listing form on the Website. T-REX may, at its sole discretion and without notice, decline or delete at any time and for any reason, a User's auction listing. Each such User is solely responsible for the content of its auction listing.

2.2 User Anonymity When Posting an Auction

When you post an auction, your public auction listing does NOT display your company name or contact details. T-REX may, however, disclose such information to T-REX-approved bidders. T-REX cannot guarantee your anonymity in any respect because T-REX cannot control how these bidders will use the information they receive about you.

2.3 Bidding

Other Users, known as "bidders," may bid on an auction until the auction expires. All bidders must first be approved by T-REX. T-REX may, at its sole discretion and without notice, decline, delete, limit or revoke, at any time and for any reason, a User's bid, request to bid or ability to bid.

2.4 User Anonymity When Bidding

When bidding on the Website, your public bid amount does NOT display your Company name, contact details or Username. T-REX may, however, disclose such information to the User who posted the auction. T-REX cannot guarantee your anonymity in any respect because T-REX cannot control how such User will use the information it receives about you.

2.5 Choosing the Winning Bidder

To reiterate, T-REX auctions are non-binding. At the end of each auction, the User posting the auction may award the auction to any one of its bidders or none at all if it is dissatisfied with the bidding results. Likewise, the winning bidder (if chosen) may decline the auction award after it learns the identity of the User posting the auction.

2.6 Closing the Transaction

If the User posting the auction chooses a winning bidder, T-REX provides the two parties with contact details for each other. The two parties are on their own at this point. They can close the contemplated transaction or simply walk away if they cannot agree on contract terms. T-REX is not a party to any such transaction.

2.7 Marketplace Rules

T-REX is designed to be a professional and competitive auction marketplace. While using T-REX's auction services and Website, you agree NOT to:

violate any applicable local, state, or federal laws, rules, regulations or legal approvals (including without limitation, bankruptcy court approvals and federal and state securities laws);
breach this User Agreement;
violate any third party rights, including but not limited to intellectual property rights;
post false, inaccurate, misleading, vulgar, obscene, harassing, malicious, defamatory, or libelous content;
collude with other bidders, bid on your own auction or interfere with another User's auction;
circumvent or manipulate T-REX's fee structure, billing process, or fees owed to T-REX;
distribute or post spam, chain letters, or pyramid schemes;
distribute viruses or any other technologies that could harm T-REX or other Users;
use any robot, spider, scraper or other automated means to access the Website for any purpose without T-REX's express written permission;
reverse engineer T-REX's Website or auction system; or
interfere or attempt to interfere with the usability or operation of the Website.

Memberships

3.1 Signing Up

T-REX offers memberships that provide Users with access to password-protected information. You must sign up on the Website to purchase a T-REX membership. T-REX reserves the right to review and verify the information provided in your membership application and, at its sole discretion and without notice, to deny your application for any reason.

3.2 Username and Password

You must select a username and password when signing up on the Website. Other Users can see your username on the Website. You can use an alias for your username (e.g., miami82). You are responsible for maintaining the confidentiality of your username and password and may NOT share your username or password with another User.

3.3 Right to Terminate Memberships

T-REX may, at its sole discretion and without notice, suspend or terminate a User's membership at any time and for any reason.

Fees

4.1 Commission Fees

After an auction closes, the User posting the auction can award the auction to any one of its bidders or none at all if it is dissatisfied with the bidding results. In the event the User selects you as the winning bidder on its auction, you must pay T-REX a commission fee, but only if the contemplated transaction or a Substantially Similar Transaction closes within 3 months of the date such auction was posted. "Substantially Similar Transaction" means, with respect to any auction posted on the Website, a transaction that has the same purpose, counterparty and debtor as the transaction originally contemplated by that auction. You can view T-REX's current commission fees here. All fees are payable in U.S. Dollars.

4.2 Fee Changes

Fee changes shall be effective upon posting on the Website. Any changes to commission fees shall only apply to auctions posted after the effective date of such fee change.

Warranties

5.1 No Warranties

You acknowledge and agree to each of the following:

T-REX has no control over and does not warrant the quality or legality of auction listings, bids or contemplated transactions, the truth or accuracy of auction listings and other content posted by Users, the ability of sellers to sell, the ability of buyers to pay, or that a buyer or seller will actually complete the transaction contemplated by an auction.
T-REX does not warrant or endorse any of the bankruptcy claims listed for auction, any third party links, or any of the other products or services offered by its Users or advertisers.
T-REX does not warrant that access to the Website and its content and functions will be uninterrupted, functional, timely, secure, or error free.
T-REX does not make any warranty as to the results that may be obtained from use of the Website or as to the accuracy or reliability of any information obtained through the Website.
T-REX's auction services and Website, including all content and features on or accessed through the Website, are provided on an "as is" and "as available" basis.
T-REX expressly disclaims any and all other warranties or guarantees of any kind, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
No advice, instructions or information, whether oral or written, received from T-REX shall create any warranty not expressly made herein.

5.2 Limitation of Liability

IN NO EVENT SHALL T-REX (OR ANY OF ITS OFFICERS, DIRECTORS, ADVISERS, AGENTS, SUBSIDIARIES, JOINT VENTURES OR EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND LOSS OF REVENUE, PROFITS OR DATA) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO T-REX'S AUCTION SERVICES, THE USE OF OR INABILITY TO USE THE WEBSITE, OR ANY ACT OR OMMISSION OF T-REX RELATING TO THIS MEMBER AGREEMENT, EVEN WHERE T-REX OR AN AUTHORIZED REPRESENTATIVE THEROF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Notwithstanding the previous paragraph, if we are found to be liable for any such damages or losses, T-REX's aggregate liability to you is limited to the total amount of fees that you paid to T-REX in the 6 months prior to the event giving rise to the liability.

5.3 Release

If you have a dispute with another User, you release T-REX (and T-REX's officers, directors, advisers, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

5.4 Indemnification

You will indemnify and hold T-REX (and T-REX's officers, directors, advisers, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of T-REX's auction services and Website, your breach of this User Agreement, or your violation of any law, regulation or rights of any third party.

Other Provisions

6.1 No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

6.2 Privacy Policy

By accepting this User Agreement, you agree to T-REX's Privacy Policy, which is incorporated herein by reference.

6.3 Taxes

You are solely responsible for the calculation, reporting and payment of any taxes that you may incur as a result of your use of T-REX's auction services or Website.

6.4 Intellectual Property

User acknowledges that T-REX's Website content is proprietary to T-REX and is covered by copyright, trademark and other intellectual property laws. User agrees not to reproduce, e-mail, disseminate, sell, publish or otherwise distribute any such Website content for commercial use without T-REX's written consent.

6.5 Changes to Website

T-REX reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of the Website without notice.

6.6 Miscellaneous

Survival. This User Agreement shall be binding upon and inure to the benefit of T-REX, each User and their respective successors and assigns.
Severability. If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remainder of this User Agreement shall continue in full force and effect.
Waiver. T-REX's failure to exercise or enforce any right or provision of this User Agreement shall not be deemed a waiver of such right or provision.
Applicable Law and Jurisdiction. This User Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. You acknowledge and agree that any dispute involving T-REX shall be resolved solely in any court of competent jurisdiction located in Denver County, State of Colorado.
Notices. We may give you legal notice by mail at the address you have provided for your account. Any legal notices for T-REX must be sent by mail to the following address:

Trade Receivable Exchange, Inc.
600 17^th Street, Suite 2800 South
Denver, CO 80202
Changes to User Agreement. T-REX may change this User Agreement from time to time. Any amendment shall be effective without notice upon posting on the Website. By continuing to use T-REX's auction services or the Website, you are deemed to have acknowledged and agreed to this User Agreement, including any modifications.
Entire Agreement. This User Agreement constitutes the entire agreement between you and T-REX concerning the subject matter contained herein and supersedes any previous agreements, whether oral or in writing, between you and T-REX.