Introduction

Welcome to Flett Exchange (the "Exchange"). Before you will have access to the Exchange, you must read and accept all terms and conditions contained in, and linked to, this User Agreement ("the Agreement"), Site Disclaimer and Privacy Policy listed herein.

Acceptance

By accessing all or any part of this Site, you accept and agree to comply with all terms and conditions set forth below. Please read these terms and conditions carefully.

If the Agreement is updated, users will be prompted and required to accept the amended terms of the Agreement prior to further access to the Exchange.

Use of the Exchange and Accessing the Website

Prior to access to the Site being granted, the User must (i) comply with any eligibility criteria required by the Exchange and (ii) submit in writing on an Exchange authorization form the names of its employees and officers that the User requests approval for authorized use of the Site ("Authorized Persons").

Transmission of Information

In connection with User’s use of the Site, the operation of the Site (including the matching of bids and offers received by the Site and the formation of final transactions with respect thereto) shall be based on, and the User shall be bound by all bids, offers, other orders or commands and/or other input information received from (i) the User; (ii) any Authorized Person accessing the Site or (iii) the Exchange on User’s behalf and request. In each case in the form and at the time in which such information is received by the Site and subject to the Site’s internal operational trading rules.

Transaction confirmations sent to the User or any Authorized Person, by the Site shall reflect the terms of the transaction entered into in accordance with this Agreement. The User or any Authorized Person shall notify the Exchange of any error or mistake in the transaction confirmation immediately upon receipt provided, however, that cancellation of any transaction shall be subject to approval of the Exchange.

The Exchange shall have no duty to verify whether any information submitted to the Site by any person using User’s valid access information was authorized by the User and the User will be bound by any and all such bids, offers and other orders and commands and resultant transactions.

Security Procedures

It is the User’s responsibility to comply with any security measures and procedures for authentication requested by the Exchange from time to time and to ensure that only Authorized Persons have access to the Site. The User will ensure that its access to the Site is not used for any improper purpose. It is the User's responsibility to maintain commercially available virus checking software to protect itself and the Site from viruses.

User Obligations/Restrictions

The User shall (i) comply with all reasonable instructions notified to the User by the Exchange from time to time in relation to the User’s access to and use of the Site; (ii) notify the Exchange immediately of any defect in the Site or any unauthorised access or change to the Site which the User becomes aware; and (iii) be responsible for any transaction formed on the Site.

While using the Exchange and Accessing the Website, you will not:
  • violate any laws, third party rights, or policies noted herein;
  • use the Exchange if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Exchange;
  • use the Exchange or information on the Site with the intention of avoiding payment of fees to the Exchange (for example, by using the Site to identify a potential counter-party with a view to trading directly with such counter-party outside the Site, or by entering into a low volume of transactions on the Site with the specific intention of subsequently entering into further identical transactions with the same counter-party outside the Site);
  • fail to deliver payment for items purchased by you unless authorized personnel of the Exchange cancels the completed transaction;
  • fail to deliver items sold by you, unless the buyer fails to make payment in accordance with the terms of the agreed upon transaction;
  • manipulate the price of any item or interfere with other Users' listings;
  • circumvent or manipulate contract prices noted, the billing process, or fees owed to the Exchange;
  • prearrange transactions;
  • open more than one account for or as an individual or entity;
  • trade with one's self, whether an individual or entity;
  • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
  • contact any User outside of the Exchange Site for the purpose of intimidation or coercion with the intent to modify any portion of an order or transaction.
  • take any action that may undermine the business of the Exchange (such as displaying, importing or exporting information from the Site or for using such information for purposes unrelated to the Exchange);
  • transfer your Exchange account and User ID to another party (Non-Authorized Person(s)? without the consent of the Exchange;
  • distribute or post spam, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm the Exchange, or the interests or property of Exchange Users;
  • harvest or otherwise collect information about Users, including email addresses, without their consent;
  • sell, lease, license, transfer, provide or otherwise make available to any third party any form of access to or use of (i) the Site or (ii) to any of the information noted in the Site
  • copy, modify, or distribute content from the Site or
  • alter, enhance, make derivative works of, download to computer, decompile, disassemble or reverse engineer all or any part of the Site or information on the Site except solely to the extent (i) expressly required by applicable law or permitted by this Agreement.
Access and Interference
  • Information on the Exchange Site is updated on a real-time basis and is proprietary to the Exchange. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.
  • In addition, you agree that you will not:
  • take action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of the Exchange and the appropriate third party, as applicable;
  • interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
  • bypass exclusion headers or other measures we may use to prevent or restrict access to the Site.
No Solicitation in Relation to Securities or Commodities

Flett Exchange is not a regulated exchange subject to regulation by the Securities and Exchange Commission, or any other regulatory authority. Accordingly, offers of trade on the Exchange do not constitute solicitations for the purchase or sale of regulated securities or commodities. The Contracts provided are unregulated forward contracts that must result in actual delivery with full payment of the underlying contract product. Parties are not permitted to offset their payment or delivery obligations against other transactions conducted on the Exchange.

Abusing Flett Exchange

Without limitation of remedy, and where the Exchange deems, at its sole discretion necessary and appropriate, Flett Exchange may take any technical and legal steps necessary to limit, suspend, or terminate service to User accounts, prohibit access to its Site and, remove hosted content.

Control of Site

The Exchange shall have sole discretion and control over, and the right to modify at any time, the Site's functionality, configuration, appearance, content and the Products made available for trading via the Site. Users will be notified by the Exchange regarding modifications made as soon as practicable.

The Exchange shall have the right with or without notice (but giving as much notice as reasonably practicable) to suspend or limit a User, or any particular Authorized Person’s access to the Site or any part of the Site or to decline to grant Authorized Person status including, without limitation, in the event that (i) User, or any Authorized Person(s), is not eligible for such access; or (ii) The Exchange, in its reasonable opinion, considers such action to be necessary to protect and preserve the security or integrity of the Site, theExchange's rights in the Site or other Users of the Site; or (iii) the Exchange suspects market or Site abuse or misuse.

The Exchange shall have the right to cancel any transaction on reasonable grounds including, without limitation (i) party or technological error; (ii) trade pricing outside of price range;

(iii) trade details not consistent with product contract terms; or (iv) Site abuse or misuse.

Under no circumstance will Flett Exchange or a Counter-party be responsible for subsequent deals or obligations that a User might make in response to the trade that was subsequently cancelled by Flett Exchange.

Fees to Flett Exchange

There is no fee to access the Exchange’s listings. Fees are assessed for completed transactions in accordance with the fee schedule posted. It is assumed that all Users have reviewed the Fee Schedule. Unless otherwise stated, all fees are quoted in U.S. Dollars.

Flett Exchange also collects Good faith Deposits from all Users (See below)

Flett Exchange shall keep all funds received in a “customer segregated account” (CSA) which keeps all funds separate from Flett Exchange LLC operating funds. The CSA is held in an account with Commerce Bank. Deposits are not fully insured and may be at risk due to bank insolvency. Flett Exchange retains the right to purchase US government bonds and securities with customer segregated funds. All interest and proceeds are for the benefit ofFlett Exchange LLC.

Flett Exchange reserves the right to pass along any charges to its Users including, but not limited to, bank charges, wire fees, transfer fees, credit card or any credit fees. All deposits will be in a federally insured bank account. Flett Exchange reserves the right to retain any interest received on deposited funds.

Fees to Seller Counter-party

It is the responsibility of the Purchaser to pay the negotiated and accepted contract price together with applicable taxes associated with the transaction to the Seller in a timely manner with a valid payment method as defined in this user Agreement.

The Exchange cannot and does not provide tax advice. Unless otherwise specifically required by the listed contract, it is advised that the Seller contact a tax professional to determine whether sales tax on Exchange sales should be assessed.

Delivery to Purchaser Counter-party

The Seller is responsible for making delivery to the Purchaser counter-party of the product underlying the forward contract negotiated and agreed to between the parties.

Valid Payment Method

Payment for commodities, commission, or margin/security deposit must be made to Flett Exchange, LLC via check mailed to 15 Exchange Place, Jersey City, NJ 07302, or via wire transfer to Flett Exchange, LLC through Commerce Bank (contact Flett Exchange Accounting Representative for wire instructions) or through credit card (VISA, MasterCard, American Express, Paypal) Users May agree to use the “Off Exchange Payment Option”. This allows a buyer to pay the seller outside of the Flett Exchange system. The Users Margin deposit will then be used to satisfy commissions to Flett Exchange.

Proceeds from commodity sales/ return of margin/security deposit

All proceeds from commodity sales or return of margin/security deposit will be in the form of check mailed to the customer. All funds will be released only after all contracts that the customer had made are completed to the satisfaction of both parties.

Proceeds due from commodity sales in contracts allowing credit cards will be distributed to seller less any fees incurred by Flett Exchange, LLC by processing those transactions. The return of any funds that were posted using credit card/Paypal will be refunded less any fees incurred by Flett Exchange, LLC by processing those transactions.

Intellectual Property

All Intellectual Property Rights (as defined below) in and relating to (i) the Site; and (ii) any data (including without limitation bids, offers, prices, volumes of Transactions, transaction details including "grey area details"™ and "gray are details"™, but excluding User Information as defined below), analytics, research or other information contained in, displayed on, generated by or derived from the Site (the Site information) are owned by, or licensed to, the Exchange and the User agrees such Intellectual Property Rights shall remain vested exclusively in the Exchange and/or itslicensors (other than User) and/or their respective successors both during and after the term of this Agreement. Any goodwill generated through the User’s access to, or use of, the Site shall inure solely for the benefit of the Exchange and/or itslicensors (other than User) and/or their respective successors.

For the purposes of this Agreement, Intellectual Property Rights shall mean all right, title and interest in and to (i) trade marks, service marks, brand names and other indications of origin and the goodwill associated with the foregoing; (ii) inventions, patents, trade secrets, know-how, processes and systems; (iii) copyright and database rights; and (iv) any other intellectual property or similar proprietary rights in any jurisdiction, in each case whether registered or not.

Materials copyrighted, trade marked, or in any way owned by the Exchange are presented here for personal use or for reference only. Documents, content or images contained in this Site

MAY NOT be copied, reproduced, distributed or resold in any form without prior written permission from the Exchange.

The User acknowledges that the Intellectual Property Rights in the Site and the Site information are a valuable asset of the Exchange and/or itslicensors (other than User) and/or their respective successors and the User shall protect and safeguard the Intellectual Property Rights in and to the Site and the Site, exercising no less than a reasonable degree of care.

The User shall promptly notify the Exchange upon becoming aware of any infringement or misappropriation of any Intellectual Property Rights of the Exchange or itslicensors. The User shall comply with all reasonable requests made by the Exchange (at the Exchange's reasonable expense) to protect and enforce the Intellectual Property Rights of the Exchange or its licensors in the Site and the Site information.

Licence of User Information

User acknowledges and agrees that the Exchange shall be permitted, a nonexclusive, perpetual, transferable, worldwide and royalty-free licence (without warranties of any kind, express or implied), to use, distribute, sub-licence, disclose and sell, for the benefit of the Exchange, any data submitted to the Site by the User and all price, volume and other information regarding User’s transactions. Furthermore, User agrees that the Exchange may disclose to any person the list of the Users of the Site (including the User) from time to time.

DISCLAIMER OF WARRANTIES

User acknowledges, understands and accepts that Neither Flett Exchange nor its directors, officers, affiliates, subsidiaries, shareholders, employees or agents has made any warranty whatsoever to User as to the Site information, express or implied, and that the transactions are being made available to User solely on an “as is” basis at User’s sole risk.Flett Exchange DOES NOT GUARANTEE COUNTER PARTY PERFORMANCE AND USER ACCEPTS THAT THERE IS UNLIMITED COUNTER-PARTY RISK. Flett Exchange expressly disclaims any implied warranties of merchantability or fitness for a particular purpose. Flett Exchange does not endorse any of the products traded or with respect to the correctness, accuracy, completeness, reliability, performance, timeliness, delays, omissions, AND INTERRUPTIONS therein or continued availability of the Site, any price displayed via the Site or any transaction offered via the Site. Without limitations of the foregoing, the bid and offer prices to be displayed on the Site are posted by third parties unaffiliated withFlett Exchange and, to the extent permitted by applicable law, Flett Exchange has no responsibility or liability for the prices or their publication, including but not limited to their correctness, accuracy, completeness, reliability, performance, timeliness or continued availability.Flett Exchange shall not have any duty or obligation to verify, update or correct any such price, transaction or Site information displayed. User acknowledges and agrees thatFlett Exchange is not an advisor or fiduciary to User. Without limitation of the foregoing, USER acknowledges, agrees and accepts thatFlett Exchange shall have no liability or responsibility whatsoever for any matters related to the prices displayed via the Site or the transactions, including but not limited to the execution of transactions in connection with the use of the Site, all of which shall be the sole responsibility of User. THE EXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE SITE WILL MEET THE USER’S REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SITE WILL BE AVAILABLE DURING ANY SPECIFIED BUSINESS HOURS (WHETHER ADVERTISED OR NOT), OR THAT IT WILL OPERATE IN CONJUNCTION WITH OTHER SOFTWARE.

Liability

You will not hold the Exchange responsible for other Users' actions or inactions, including things posted. You acknowledge that we provide a bilateral platform for the purchase and sale of various products. Flett Exchange is not involved in the actual transaction between buyers and sellers including the transfer of legal ownership from the seller to the buyer and does not take title to any of the listed products.Flett Exchange does not guarantee any bids or offers or deals executed on its system. All transactions are bilateral in nature. All users agree that the assumed counter-party risk when they execute on the system, which includes but are not limited to: nonpayment, inability to make or take delivery of a commodity, or inability to close on a deal or a complete a transaction. With the exception of specifically listed products, the Exchange has no control over and does not guarantee the quality or safety of products listed in the Site.

Further, the Exchange does not guarantee continuous or secure access to our services, and operation of the Site may be interrupted by numerous factors beyond its control. Accordingly, to the extent legally permitted and as more fullyset-forth above, we exclude all implied warranties, terms and conditions. The Exchange is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of the use of the Site. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $1,000.

Indemnity

You will indemnify and hold us (and our officers, directors, 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 breach of this Agreement, or your violation of any law or the rights of a third party.

Good Faith Deposit/Margin

When making an offer to purchase, the potential Purchaser will be required to make a deposit with the Exchange. Likewise, a deposit is also made by the Seller upon posting an item. The amount of the required deposit is determinative of the item to be purchased and set forth in the contract proposal. In the event one does not exercise good faith in utilizingFlett Exchange's trading platform, the deposit may be forfeited at the sole discretion of authorized Flett Exchange personnel. (See Forfeiture Procedure section herein). Good faith deposit is also referred to as “margin” throughout the site.

Flett Exchange, at its sole discretion, reserves the right to hold User funds for as long as it deems necessary to guarantee or confirm User performance under the contract terms of the product traded. Flett Exchange reserves the right to increase or decrease good faith deposit/margin based on market volatility, perceived counter-party risk or any other reason deemed appropriate byFlett Exchange LLC. Flett Exchange reserves the right to charge a higher margin on a per customer basis.

Forfeiture Procedure

As set forth above, for all trades that you participate in, whether as seller or purchaser, you will be required to make a deposit with the Exchange, in an amount set forth in the proposal for the listed item, which evidences your good faith intention to consummate the transaction. In the event you do not exercise good faith in utilizing theExchange's trading platform, the deposit may be forfeited at the sole discretion of authorized Exchange personnel. The procedure for determining forfeiture under the following example is as follows:

If you fail to consummate the transaction (i.e., Buyer fails to pay, or Seller fails to deliver), your Counter-Party will notify the Exchange of such failure and request forfeiture of your deposit. The Exchange will notify you of Counter-Party’s request (“Notice of Forfeiture”). You must respond to the Notice of Forfeiture within 30 days. Failure to respond will result in forfeiture of your deposit.

Upon receipt of your response, the Exchange will make determination as to whether you acted in good faith in your failure to consummate the transaction. If it is determined by the Exchange that you did not act in good faith, then your deposit will be forfeited. If it is determined that you acted in good faith, your deposit will be returned to you.

Misuse or abuse of the Site will be automatic grounds for forfeiture and the Exchange need only give Notice of the automatic forfeiture setting forth the reasons therefore.

The Exchange is not the beneficiary of the forfeited deposit, but rather the Counter-Party.

This process through which a determination of forfeiture is made is not intended to limit an aggrieved party’s right to seek additional remedies at law through the Arbitration process set forth below. Nor will the forfeited amount be deemed to be recovery of any part of a loss sustained by an aggrieved party.

The decision will be final and binding on both parties. Parties to the decision will hold harmless Flett Exchange, its employees and Agents will be held harmless from damages arising from the decision made.

Resolution of Disputes

If a dispute arises between you and the Exchange or you and your counter-party, our goal is to provide you with a neutral and cost effective means of resolving the dispute efficiently and expeditiously. Accordingly, you and the Exchange and/or you and your counter-party agree that all claims and controversies will be resolved through an established alternative dispute resolution ("ADR") provider in an Arbitration forum. Your choice of ADR providers are the American Arbitration Association (AAA). National Arbitration Forum (NAF) or JAMS. Before resorting to Arbitration we strongly encourage you to first contact the Exchange.

Law and Forum for Disputes

This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to conflict of law provisions. You agree that any claim or dispute you may have against the Exchange or any counter party to a transaction in which you are involved, may only be resolved through Arbitration. Your choice ofADR providers are the AAA, NAF or "JAMS.

The ADR provider and parties must comply with the following rules: a) the Arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the complaining party; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; c) any judgment on the award rendered by the arbitrator shall be final and binding and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notices

Except as explicitly stated otherwise, all legal notices must be served on Flett Exchange, LLC at 15 Exchange Place Suite 710 Jersey City, NJ 07302, either by hand delivery or mailing. The date of hand delivery or the second day after the post marked mailing date, shall be deemed to be the date of the giving of notice. All mailing related to taxi medallions will be sent to One North End Ave., Suite 1241 New York, NY 10282

No Agency

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

Release

If you have a dispute with one or more Users, you release the Exchange (and its officers, directors, 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 disputes.

Changes to Agreement

The Exchange may amend this Agreement at any time by posting the amended terms on its Site. All amended terms shall automatically be effective when the Exchange posts them on the Site. The user will be prompted to agree to new terms upon login to the site. Flett Exchange may suspend all orders if it changes the user agreement, privacy policy or site disclaimer.

Termination of Agreement

The Exchange shall have the right with or without notice (but giving as much notice as reasonably practicable) to terminate this Agreement in the event the Exchange, in its reasonable opinion, considers such action to be necessary to protect and preserve the security or integrity of the Site, theExchange's rights in the Site or other Users of the Site; or (iii) The Exchange suspects market or Site abuse or misuse.

The User shall have the right to terminate this Agreement but only after written Notice is received by the Exchange.

Immediately on any termination of this Agreement, the Exchange and the User shall as soon as practicable remove from the Site any outstanding prices submitted by the User, provided that the User shall be bound by any transaction resulting from any order entered into the Site whether such transaction is made before or after termination of this Agreement

Any termination of this Agreement whether in whole or in part shall not affect the accrued rights or liabilities of either party under this Agreement or the User's rights and obligations under any transaction.

The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Liability, Indemnity, and Resolution of Disputes.

Miscellaneous

This Agreement sets forth the entire understanding and agreement between the User and the Exchange with respect to the subject matter hereof.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other terms of this Agreement which will remain in full force and effect.

Only the Exchange or the User may enforce any of the terms of this Agreement.

User acknowledges that any breach by it of its obligations herein may cause the Exchange irreparable harm and damage and therefore agrees that, in addition to any other rights or remedies that may be available to The Exchange at law or in equity, The Exchange shall be entitled to appropriateinjunctive relief, without the posting of any bond or security.

The Exchange's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The Exchange does not guarantee that it will take action against all breaches of this Agreement.

The User shall not assign or transfer or purport to assign or transfer this Agreement or any part of it or the benefit or burden thereof without the prior written consent of the Exchange. Any assignment in contravention of this provision shall be void. In its sole discretion, The Exchange may assign this Agreement in accordance with the Notices Section herein.

The User acknowledges that any telephone call made to the Exchange may be recorded and that any such recording is the Exchange's property and may be used by the Exchange in evidence.

Headings are for reference purposes only and do not limit the scope or extent of such section.