Tradia® Member Trade Rules

May 31, 2007

1)      Tradia Member Understanding.  The Tradia Client ID Card and Tradia Drafts are the property of Tradia Commerce Network, Inc., (Tradia) an Oregon corporation (“Us” or “We”) and are not transferable.  They must be returned to us upon request.  Tradia operates as the administrator for our Broker-driven marketing system, as the accounting mechanism for the Tradia Barter Exchange and Management of the Tradia Barter Exchange & Travel System.

If your Tradia Member ID Card or Tradia Drafts are stolen or used without your permission, including Internet transactions and listings, you are liable for all purchases and sales made on your account.

Any use of Tradia constitutes full acceptance of these Member Trade Rules, as we update or amend them, from time to time.  We may modify these Member Trade Rules at any time at our exclusive discretion.  These rules also apply to all barter members that were merged into Tradia.

You will always identify yourself as a Tradia member before negotiating to make a purchase from other Tradia members.  Both parties in a trade transaction should use the same caution and diligence as in cash transactions. Tradia transactions include the same kinds of risks and rewards that are part of other types of contracts. We recommend that you obtain and furnish service estimates, goods descriptions, down payment arrangements and price quotes in writing at the inception of a Tradia transaction. Cash payments, shipping, postage and handling charges are normally the responsibility of the buyer. Tips are paid in cash at 15% or more depending on quality of service provided.

Charging more than regular retail price is a violation of these rules and is subject to a fine of no less than 500.00 trade dollars, or termination of your Tradia account and forfeiture of your trade dollar balance.  As a general rule, discounted sales prices are not normally available on trade unless offered by the seller.

With any use of your Tradia account or any violation of our Trade Rules, you give us a possessor lien and security interest on the Tradia Dollars in your account to cover fees you or your successors owe to us.  Every time you enter into a Tradia transaction as a buyer or seller, you have agreed to these Trade Rules.  In lieu of sending your account to a collection agency after 90 days of delinquent or unpaid transaction fees, or for any violation of these Trade Rules, we may close your Tradia account and keep your positive trade balance at our discretion.

Tradia Accounting System & Trade Exchange.  A Tradia transaction is made when debits and credits are posted to both Tradia members in a trade transaction, following these trade rules.  A transaction also may include the exchange of cash or other negotiated consideration.

2)      A Tradia Dollar is the ledger component we use to reflect the values to be posted to both Tradia members in a trade transaction. Tradia represents the right to receive or the obligation to give goods or services among Tradia members. While the value of Tradia is based upon the value of the US Dollar, you do not have the right to redeem Tradia Dollars for cash. Tradia is not a commodity, security or legal tender. Tradia Dollars may be used only within the Tradia membership and cannot be offered in the open market for a cash discount.  Violation of this issue will result with termination of your Tradia Account and a cash fine of $10,000.00.

You function as your own agent for all transactions using your Tradia Account. We act as an independent third party record keeper for the Tradia membership. We authorize and record trade transactions for each members account, and regulate the Tradia Accounting System & Trade Exchange.  Each Tradia transaction requires that the involved Tradia Members are active and contain the necessary Tradia Dollars to cover each trade transaction.  A Tradia Draft signed by the buyer should evidence each Tradia transaction.  Signed Tradia Drafts are not guaranteed until they are posted in the Tradia Accounting System.  Obtaining our authorization number on a signed Tradia Draft is the only guaranteed deposit to the seller’s account.  After receiving the authorization number, keep the Trade Draft for your records as if it were a deposit slip.  Trade Transaction Postings may be phoned into our Corporate Office at (503) 656-7900 during our regular business hours for immediate deposit or mailed to Our PO Box 1963 Clackamas, Oregon 97015.  Failure to follow these procedures puts the seller at risk.

Tradia Dollars for any transaction must be deposited into the seller’s account. No Tradia Draft may be used for a second party deposit or otherwise credited to any other members account.  Failure to follow these rules will subject you to a 500.00 trade dollar fine for each offense and/or termination of your Tradia account and forfeiture of your Tradia Dollars.  Non-compliance to this rule is also a federal offense.

3)      Taxes & Taxpayer ID Information.  You are responsible to include Tradia Dollars you receive in your gross income for state and federal tax filings.  The buyer must pay applicable sales and excise taxes at the time of purchase. We recommend that you obtain competent accounting advice about the tax ramification of barter transactions. You must inform us in writing of any changes to your taxpayer identification number before the end of each year that any change occurs. Failure to provide us with accurate taxpayer information may incur a fine to Tradia from the US Government and, if charged, will be passed on to you. You agree to indemnify and hold us harmless from any actions we take to comply with federal and state tax laws related to your Tradia transactions.  Tradia Commerce Network, Inc. will provide each Tradia Member with 1099B tax information for barter sales derived from Tradia sales transactions in January of each year.

4)      Tradia is Not Responsible for Transactions. The Principals in a Tradia transaction are the buyer and seller. Every Tradia transaction is voluntary. We do not guarantee any Tradia transaction nor do we warrant the value of Tradia Dollars. We will help you offer and purchase goods and services through the Tradia System. We do our best to handle and record your Tradia transactions correctly. Your responsibility is to make sure that Tradia transactions in which you enter are for your benefit and are properly recorded.  We make no warranties or guarantees of any kind on merchandise purchased from our inventories or members.  Any goods and services we offer are sold “as is” and “where is”.

We strive to list goods and services in the Tradia Business Directory, Classifieds, Auctions and Events in a fair and equitable manner and we reserve the right to refuse, in good faith, any listing in the Tradia Exchange System for any reason. We do not represent that Tradia will be universally suitable to obtain goods or services.

We are not responsible for and you will indemnity us and hold us harmless from:

Prices, quality, quantity, collection, delivery, fitness, merchantability or terms of goods and/or services, compliance with laws, or any other terms of a Tradia transaction that involves you.

Non-delivery of, damages caused by, or other problems associated with goods or services you offer, obtain or fail to obtain through Tradia transactions.

Use of your Tradia account by anyone other than the individual who opened your Tradia account or authorized signers to your account.

Altered, illegible, or incorrect information, identification of account numbers on Tradia transactions submitted to us for processing.

Tradia transaction cash fee payments delivered or mailed to anyone other than us at our current administrative address:  PO Box 1963 Clackamas, Oregon 97015.

5)      Transaction Difficulties.  We may, but are not obligated to, investigate alleged violations of these Trade Rules. Violations may result in freezing of or termination of your account and correction of Tradia transactions.  Violations such as over pricing may also incur a fine and termination of your Tradia Account.

We do not “stop payment” on a signed Tradia Draft. Only if the seller agrees in writing can a signed Tradia Draft transaction be reversed. All transactions are between buyer and seller.  If a dispute arises, all details must be submitted in writing within 90 days of the transaction date.  To settle disputes that arise from Tradia transactions, the parties to the dispute may, but are not obligated to, ask that we appoint an Arbitration Panel made up of at least three independent, impartial Tradia members selected by us. The Panel will review the dispute following reasonable and standard rules of procedure for arbitration under Oregon laws. Decisions made by the Arbitration Panel are final.

Any disputed Tradia transaction without proof of a signed Tradia Draft from the buyer is subject to reversal until 90 days expire from the posted transaction date. On the 91st day the transaction will not be reversed unless approved by the seller. Our authorization number should be obtained before delivery of goods or services is completed. Failure to follow this procedure will put the seller at risk.  We reserve the right to refuse an authorization number or process a Tradia Draft if the buyer does not have sufficient Tradia Dollars to cover the transaction, is in default of transaction fee payments to us, has no current address on file, or has not provided a valid taxpayer ID, (unless otherwise approved by our corporate office as stated above).

Our current policy for Tradia Drafts written that do not clear for whatever reason is to place them in a pending file.  Pending Tradia transactions may clear at any time that the buyer’s Tradia account is in good standing and with sufficient funds for that transaction.

We may, but are not obligated to, reverse any Tradia transaction that does not comply with these rules or for which goods or services are not delivered as promised at our discretion.  If our audits reveal any errors, inaccuracies or violations, we may adjust any account balance at our discretion.

6)      Transaction Fees.  Each time you participate in a Tradia transaction, you pay to us a cash fee. Your fee equals 6% (in cash) for the amount of Tradia involved in the transaction on all sales and purchases.  You pay these transaction fees electronically, the same month you receive our transaction statement (to prevent late fees).  We may change these fees and how you pay them at our discretion with 30 days prior written notice.  Statements are printed and mailed at the beginning of each new month for the preceding month’s activity.

You have five (5) options to pay cash transaction fees. Payment may be made from your Visa, MasterCard, Discover, American Express or Direct Bank Debit (DBD).  Electronic payments are taken on approximately the 10th of each month.

Transaction fees for Billed accounts pay 7.5% each time the member sells or purchases.

If you do not believe our transaction statement is correct, you must notify us immediately of the alleged discrepancy allowing us to correct the error.

We may add a late charge of $20 per month on delinquent or unpaid fee payments.  We may send your account to a collection agency after 90 days of delinquent or unpaid transaction fees.  If you pay us with a check or by Direct Bank Debit (DBD) that is returned to us or does not clear for any reason, we will charge you $25 for each returned item.  If your cash fees are delinquent, our software system will automatically freeze your Tradia account to all purchases until the fees are paid in full.  You may continue to make Tradia sales from your Tradia account even if your account is in frozen status.

7)      The monthly fee is $15.00 cash and 15.00 Tradia Dollars to all Business member accounts.  Termination. You may terminate your Tradia account at any time upon 30-business days prior written notice. You will pay all accrued fees associated with your Tradia account at the termination of your account.  We may terminate your account at our discretion if you have violated these Trade Rules.

If your Tradia account has a negative Trade Dollar balance (your purchases exceed your sales), you must cover the difference in cash or with Tradia upon termination. If your Tradia account has a positive balance (your sales exceed your purchases), we will keep your account open and allow you to spend your remaining trade balance for a period of 90 days from the date of termination, if you pay the transaction fee percentage, in advance, for your entire positive trade balance.

8)      Tradia Agents are Independent Contractors.  We may license them to offer Tradia accounts to the public. These agents may enter into Tradia transactions. If they do, it is for their own benefit and not on behalf of or for us.  For your protection and the accuracy of all member trade accounts, please treat our Independent Agents like any other Tradia transaction and obtain the necessary authorization code number for all Tradia transactions from our corporate office.

9)      Miscellaneous Provisions.

a.       Waiver. A waiver of any breach of any provision, term, covenant, or condition of these Trade Rules will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition.

Any waiver of any provision of these Trade Rules must be set forth in writing and signed by the party granting the waiver. Any waiver we grant will not prejudice any other rights we may have, and will be subject to our continuing review. We may revoke any waiver, in our sole discretion, at any time and for any reason, effective upon delivery to you of five (5) days prior written notice of revocation.

b.      Time is of the Essence. Time is of the essence of these Trade Rules.

c.       Credit Lines. We may give you a credit line of Tradia Dollars based upon your capacity for Tradia transactions and your financial condition. You will secure your Tradia credit line with us by your credit card account and any credit line we extend to you will also be secured by you personally. We may increase or decrease your credit limit, from time to time at our discretion. We may require you to give us credit information and financial statements. If your Tradia expenditures exceed your Tradia credit limit, you must cover the difference with Tradia before we mail the next statement or, you must immediately cover the difference in cash, or with your credit card account. We do not charge interest on credit lines. During any time you carry a negative trade balance in your Tradia account, you must sell your products or services at 100% trade until your trade balance equals zero or better, regardless of your directory description. If after twelve months (12) of spending into a negative trade account balance we are unsuccessful in generating new business sufficient to cover that negative balance, you will be required to pay off the negative trade balance in cash on a dollar for dollar basis.

d.      Signers on your Tradia Account.  Tradia employees and Agents will only discuss your account with approved signers on your Tradia account.  You may add or delete a signer on your Tradia account in writing only if you are the main signer to your account as originally established in the Tradia Database.

e.       Joint and Several Liability. You and your partners, shareholders, officers, and principals are jointly and severally liable for your Tradia cash or trade fees due and payable to us under these Trade Rules.

f.       Construction. Except as otherwise provided in writing, these Trade Rules are the entire agreement between you and us. No salesperson, representative, or other person has the authority to bind or obligate us in any way, except our president by an instrument in writing.

All words in these Trade Rules include any number or gender as the context or sense of these Trade Rules requires. The words “will” and “must” used in these Trade Rules indicate a mandatory obligation. These Trade Rules have been prepared in the “you/we” format to simplify it.

If any part of these Trade Rules is declared invalid, that declaration will not affect the validity of the remaining portion, which will remain in full force and effect as if these Trade Rules had been adopted with the invalid portion omitted.

These Trade Rules are adopted in the State of Oregon and will be governed by the laws of Oregon, which laws will prevail. All issues or disagreements relating to these Trade Rules will be arbitrated, tried, heard, and decided in Portland, Oregon. You acknowledge and agree that this location for venue is reasonable and best meets the interest of all the members of the Tradia accounting system, and the Tradia Exchange.

g.      Enforcement. Any controversy may be resolved by arbitration before an arbitrator selected by and mutually agreed upon by the parties under the rules of the American Arbitration Association or its successor. The arbitrator will have power and jurisdiction to decide the controversy or dispute solely according to the express provisions of these Trade Rules. The arbitrator may not alter, amend, delete, or add to the provisions of these Trade Rules by implication or otherwise. In any arbitration the parties will be entitled to injunctive relief or specific performance of the obligations of the other. The decision of the arbitrator made within its power or jurisdiction will be final and binding. The decision may be entered as a judgment in any court of law having jurisdiction.

Either party may obtain in any court of competent jurisdiction specific performance and injunctive relief to restrain a violation by the other party for any part of these Trade Rules.

No right or remedy conferred upon us is exclusive of any other right or remedy in these Trade Rules or provided by law or equity. Each will be cumulative of every other right or remedy.

We may employ legal counsel or incur other expense to collect or enforce your obligations or to defend against any claim, demand, action or proceeding because of your failure to perform your obligations.  Legal action may be filed by or against us and that action or the settlement of it may establish your default under these Trade Rules. If either event occurs, we may recover from you the amount of our reasonable attorney fees and all other expenses we incur in collecting or enforcing that obligation or in defending against that claim, demand, action or proceeding.

The prevailing party in any arbitration, suit, or action to enforce these Trade Rules will recover its arbitration, court costs and reasonable attorney fees. These will be set by the arbitration or court, including costs and attorney fees on appeal from the arbitration, suit, or action.