RULES HELP KEEP EVERYONE PLAYING FAIR!
EOA Trade Procedures, Rules & Regulations
The purpose of the following trade policies and procedures is to facilitate trading among Members by promoting a system of good business practice and understanding of guidelines set for Executive One Alaska, LLC, dba EOA COMMERCE NETWORK (hereinafter referred to as EOA).
1. Nature of trade dollar: A “trade” is a barter purchase or sale of goods and/or services whereby payment is made in trade dollars posted to a selling Member’s account pursuant to these policies and procedures. A “trade dollar” is an accounting unit used to record the value of trades. Ownership of trade dollars denotes the right to receive goods or services available within EOA. Trade dollars may be used only in the manner and for the purpose set forth in these policies and procedures. They may not be redeemed for cash. From time to time EOA and/or its affiliates may purchase inventory and/or services from Members through the System using trade dollars or a blend thereof. EOA may sell, use or dispose of said purchases at their sole discretion. Member acknowledges that trade dollars in the EOA network (positive balances) are the liabilities of persons/companies who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that trade transactions incur the normal business risks associated with any credit transaction. As a general rule, trade dollars are the liabilities of Members who owe the EOA network, and not of EOA, which is solely liable for its own indebtedness. EOA is authorized to establish a bad debt reserve fund by charging all accounts on a regular basis an amount in trade dollars to be paid into such a fund. Any positive balances abandoned or surrendered by former members in accordance with the Rules may also be paid into the reserve fund.
2. Pricing: Member agrees to sell products and/or services to other Members of EOA for trade dollars at regular prevailing prices and on the same priority given cash customers. Members in the construction and automotive industries, and those approved by EOA, sell their labor at 100% trade dollars and their parts / materials at 100% cash. Retail and wholesale members sell at ½ cash ½ trade and the same with multi-state airlines. Business accounts pay a 7 1/2% cash transaction fee on purchases and sales, on both the trade and cash portions of all EOA transactions. Employee/Sub account cardholders do not pay this fee, as EOA collects this fee when trade dollars are transferred from Business accounts into Employee/Sub accounts. EOA reserves the right to inquire into complaints of noncompliance to these terms and/or overpricing by a Member. Violations may result in cancellation of the offending Member’s account and/or immediate adjustment to the transaction involved.
3. Definition of Member in good standing: A Member, who conducts trades and/or otherwise operates in accordance with these policies and procedures, is current in any monies owed to EOA, has not exceeded their line of credit, has a valid credit card and tax identification number (TIN) on file, and has a valid, active Member account is considered to be a “Member in good standing.” Only Members in good standing are entitled to the services and privileges offered by EOA.
4. Assignments: A Member’s account remains exclusive to the Member and cannot be transferred, assigned, or sold without the express written permission of EOA and is binding upon the heirs, successors, assigns, and administrators of the Member. EOA reserves the right to transfer, assign or sell the Member’s account without the consent of the Member. Any and all amendments to this agreement must be in writing and signed by EOA and the Member.
5. Authorization: All purchase transactions must be approved by EOA prior to the final sale. The transaction authorization number issued by EOA must be recorded through an approved EOA method. Once an authorization number is issued by EOA, the transaction is binding on both parties; however, EOA will not honor authorizations found to have been misrepresented by either the buyer or seller. EOA reserves the right to refuse to issue an authorization number approving the transaction if: a) the buyer does not have sufficient trade dollars or line of credit to make said purchase; or b) the buyer is not an authorized account user; or c) either Member is not a Member in good standing.
6. Record keeping, vouchers, and errors: EOA will make available to members either on-line or via mail a monthly statement reflecting account activity and any monies due and owing to EOA. Transactions are deemed accurate as posted unless Member notifies EOA in writing of any discrepancy within thirty (30) days of the transaction date.
7. Direct trading, suspensions, and cancellation: Direct trade between EOA Members is strictly prohibited and may result in membership suspension or cancellation of all Member accounts involved. If a direct trade is consummated, a twelve (12) percent cash commission will be assessed, payable upon demand by EOA. Consummating a transaction that is initially facilitated by EOA through another trade exchange may also result in membership suspension or account cancellation for all members involved and the assessment of a twelve (12) percent cash commission on the value of the transaction. EOA reserves the right, at its sole discretion, to suspend the trading privileges of any Member with past due cash fees. Trading privileges will be reinstated for Members in good standing immediately upon payment of such past due fees. EOA reserves the right to terminate a Member at EOA’s sole discretion for any reason, including but not limited to violating any of the policies and procedures set forth in this agreement, failure to communicate with EOA, or providing inferior quality products or services. Member may cancel its membership at any time upon ten (10) days written notice to EOA.
8. Account cancellation procedure: If Member’s account is canceled, either voluntarily or involuntarily, Member agrees that EOA will immediately charge Member’s credit card on file for any outstanding fees and for the seven and a half (7.5) percent cash commission payable on any remaining positive trade balance. Member must complete spending the positive trade balance within ninety (90) days of cancellation. This period may be extended at EOA’s sole discretion. At the end of this period, trade dollars remaining in the terminated Member’s account will be forfeited to EOA. Should the Member have a negative trade balance at time of cancellation, the negative balance along with any fees owed EOA, become immediately due and payable and will be charged to Member’s credit card immediately upon cancellation of membership. If canceled, there shall be no refund of cash commissions. EOA shall be entitled to recover a service fee plus simple interest of eighteen (18) percent per year in cash, from the date of default until paid in full on all past due cash fees.
9. Credit lines: Member may be provided a trade dollar line of credit. EOA reserves the right to require that the Member complete a credit application and credit check with credit reporting bureaus to ascertain creditworthiness when credit line extensions are requested. Simple interest of three percent (3%) per year in trade dollars will be charged on negative trade balances. EOA reserves the right to remove the Member’s credit line at any time for any reason, at its sole discretion. Member credit limit is determined and thereafter adjusted by: (i) how well they treat others; (ii) length of time in business and as member; (iii) how punctual they pay EOA fees; (vi) belief that they will remain in business long enough to repay credit; (v) member has made both an EOA purchase and sale; (vi) has auto-pay in place; (vii) and has been an EOA member in good standing for at least 6 months. Length of trade dollar credit is 6 months with 3-month reviews. Minimum monthly trade sales performance is 30% of outstanding debts beyond 60-days past due. Under performance results in member being charged 25% of their outstanding negative trade dollar debt in cash each month until such debt has been paid in full, or until Member’s minimum monthly trade sales performance is or exceeds 30% of their outstanding debt or their trade debt has been paid in full.
Trade dollars more than sixty-days in arrears that are not within EOA's minimum sales performance standards, can no longer be paid with trade dollars, but must be repaid at one-hundred percent cash. Credit lines may NOT be used by the Member to pay for legal fees in connection with bankruptcy proceedings. Members agree to establish a trade dollar bad debt reserve fund by paying a 3% monthly interest charge on member negative trade balances. This Fee will automatically be deducted from the Members’ account each month. Such trade funds shall be deposited in a bad debt reserve fund to offset losses in the EOA system.
EOA is not like a commercial bank, which makes commercial loans and is liable for all demand deposits… the legal liability of redemption in goods and services of trade dollars in a barter system lies with the debtor members collectively. EOA may or may not be a debtor member, and is liable only to the extent of its own borrowing. EOA does not extend credit, only the members of EOA's network collectively do.
10. Obtaining Account Balances: EOA will not inform third parties as to others EOA account balances, with the exception that EOA will, if asked by seller if potential buyer has enough trade dollars for an expected sale, EOA will provide such answer. EOA will not simply give out member’s account balances to none associated entities, however EOA will, upon request, provide the following assurances: (i) Member does not pose a risk of non-payment, and EOA guarantees such payment up to a specified amount, for a specified time period; or (ii) EOA will get back to requester, giving EOA time to inquire into buyer’s expected EOA sales activities, and other involved EOA events. Before giving their response; or (iii) EOA will respond in the affirmative, and offer to put buyer’s specified trade dollar amount into escrow for future payment of said obligation. See Escrow Accounts for more information.
11. Escrow Accounts: In EOA’s duties and obligations as overseers of the exchanges currency and members fair-play in business transactions; EOA has the rights, the power, but not the obligation to use Escrow Accounts for the following purposes: (i) Whenever EOA transactions extend beyond a single quick purchase/sale transaction, such as is typical for construction jobs. EOA may upon request of seller and agreement of buyer, remove said trade dollar amount from buyers account and place them into a separate account to be held until such time as both buyer and seller request that said funds be transferred from Escrow Account into seller's trade account. (ii) Whenever a member owes EOA cash and/or trade dollars, EOA may place some or all of said member’s trade balance into an Escrow Account until such time as EOA feels they no longer need said trade balance as security for said debt. Escrow Accounts created for debt’s owed EOA supersede and take precedence over all other member Escrow Accounts..
12. Fees and payment of fees: (i) Fees and charges paid to EOA are for payment for services already rendered or for credit provided Member, unless otherwise so stated herein. The member agrees that EOA has permission on the first of each calendar month to withdraw funds due EOA by means of either credit card or ACH. Said method was chosen by Member at time of sign-up. Said payment in full will be processed on or after the first business day of each month. EOA reserves the right to process payment of funds due at the time of authorization for trade transactions exceeding three thousand dollars ($3,000.00) or for transactions conducted by Members whom EOA currently believes to be credit risks. (ii) Trade dollar debts Member owes EOA that are in excess of sixty (60) days past due and are not in compliance with EOA’s “minimum monthly trade sales performance” (as explained in #9. above) may at EOA’s sole discretion be given to a law firm and/or collection agency for payment of Member’s debt. Member agrees that all trade dollar debts collected by said third-party entities now must be paid in cash (USD) by Member to said collection agency and/or law firm. This includes all trade dollar: lines-of-credit, loans and mortgages and all other trade dollar debts. Member understands that they loose the right to repay said trade dollar debt through trade sales or with trade dollars for all debts owed EOA that are sixty-days or more past due. Contact EOA for current membership fees.
13. Liabilities and disclaimers of Liabilities: If Member’s application is accepted and a membership is granted, the Member and the individuals signing for the Member, assume joint and several responsibilities of all purchases and fees as a condition of membership. EOA makes no representation of warranty, either implied or expressed, and disclaims all liability as to the fitness, quality, merchantability, prices, or terms of any transaction, wherein member is the buyer or seller. The Member acknowledges that any transaction in which it participates shall be on a voluntary basis. Members should exercise the same discretion in entering into trade transactions as they would in cash transactions. Any and all disputes will remain between Members. EOA transactions have the same inherent risks as similar transactions conducted outside of EOA. Further, EOA EXPRESSLY DISCLAIMS ANY OBLIGATION TO WARRANT, MEDIATE AND/OR BE INVOLVED IN TRADE TRANSACTIONS BETWEEN MEMBERS. SUCH TRANSACTIONS ARE STRICTLY BETWEEN MEMBERS AND MEMBERS AGREE TO DEFEND AND/OR INDEMNIFY EOA FROM AND AGAINST ANY CLAIM AGAINST IT AS A RESULT OF ANY DISPUTE BETWEEN MEMBERS. The creditor/debtor relationship is between the members, and EOA only acts as a third-party record keeper, pursuant to the authority the members’ grant the exchange in the membership agreement.
14. Waiver of right: EOA’s failure of delay in exercising any right shall not operate as a waiver thereof, and any single or partial exercise of rights shall not preclude any other or further exercise in any way. EOA remedies are cumulative and are not exclusive of any remedies provided by law.
15. Default, attorney’s fees, and costs: In the event of a default in the payment of any sums due pursuant to the agreement, or in the event of a breach of any term, condition, or provision of this agreement, the defaulting party shall be obligated to pay the non-defaulting party any and all attorney’s fees and costs incurred in connection with the enforcement of this agreement, whether by way of suit, arbitration or otherwise. The right shall be in addition to any and all other rights and remedies the no defaulting party may have, or be entitled to.
16. Entire Agreement: This Agreement as written represents the entire agreement of the parties with respect to the subject matter hereof, and all agreements entered into prior hereto are revoked and superseded by this Agreement, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. The sections, captions, classifications of, and capitalizations used in this Agreement are for convenience only and not to be interpretation as having any other purpose.
17. Dispute or Controversy: In the event any dispute or controversy over the sum of one thousand dollars ($1,000.00) arising out of this Agreement cannot be settled by the parties, at the option of EOA, such controversy or dispute shall be submitted to arbitration in Anchorage, Alaska, and for this purpose each party hereby expressly consents to arbitration in such place. In the event the parties cannot mutually agree upon an arbitrator and procedure to settle their dispute or controversy within fifteen (15) days after written demand by one of the parties for arbitration, then the dispute or controversy shall be arbitrated by a single arbitrator pursuant to the then-existing rules and regulations of the American Arbitration Association governing commercial transactions. The decision of the arbitrator shall be binding upon the parties hereto for all purposes, and judgment to enforce any such binding decision may be entered in Superior Court, Alaska (and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court).
16. Governing Law: This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed by, the laws of the State of Alaska. Suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto may be brought in Superior Court, Alaska (subject to the arbitration clause above), and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court. In the event that the sum in dispute is subject to the jurisdiction of a justice court, such suits will be filed in the state of Alaska. THE PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEY’S FEES AND COSTS. FOR ANY ARBITRATED MATTER, THE ARBITRATOR IS AUTHORIZED TO AWARD FEES AND COSTS.
17. Taxes & The Internal Revenue Service: EOA is a third-party record keeper reporting all sales to the Internal Revenue Service (IRS). EOA provides Members with a 1099B as required by the IRS for each calendar year. Members are advised that transactions involving trade dollars and cash blends are generally treated as taxable events for federal, state and local tax purposes. Members should consult with their tax advisor.
18. Agreement Changes: EOA shall have the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, including fees and the payment of fees, listing and transaction rules, requirements for exiting, new or modified services, in whole or in part at any time by posting notification through the System. Nothing in this Agreement is exempt from these possible changes, EOA does not offer grandfathered rights. The changes will become effective and shall be deemed accepted by Member after initial posting by EOA on their Member Website: www.3458000.com and shall apply on a going-forward basis. Any EOA purchase and/or sale by Member after said notice shall constitute acceptance of said changes. EOA may apply any such change to the outstanding balance of Member's account/s on the effective date of the change and to any new account activity after that date. Member shall abide by all such changes. In the event that Member does not agree with any such modifications, Member shall terminate its membership as set forth herein, which shall be Members sole and exclusive remedy.
19. Leaving System: If EOA reasonably believes that a Member is leaving system, and/or Member has requested to be put on hold for the remainder of their involvement in System. And/or Member requests termination or has been terminated. Then EOA shall require the prepayment of all cash fees, including the prepayment of all transaction fees on the entire remaining positive trade dollar balance held in their account before Member will be allowed to spend any of their remaining trade dollar balance. If leaving Member has a positive balance we ask them to not do anymore EOA sales, but spend their balance, they have 6 months to do this. If leaving Member has a negative balance, their regular EOA fees will remain in tack until they've earned enough trade dollars to cover negative balance, or have traded with EOA or paid EOA USD for amount owed.
20. EOA Liability: EOA is not responsible if a Member is unable to find specific products and/or services within the System, nor is EOA responsible for the quality, quantity, timely delivery of, warranties of, or any other problems between members which may arise with respect to purchases and/or sales made within the System. EOA is a third-party record keeper and not a party to EOA transactions.
Parties to EOA transactions enter into them as of their own free will. Within the System only business owners and their approved managers may spend more than they earn. EOA’s business members understand that, just like in the cash-world. Where there is no guarantee that if you spend more than you have earned, your business will produce enough sales to repay your debts. So, to in the trade-world there is also no guarantee that if a business member spends more than they have earned, their business will bring them enough trade sales to repay their negative trade balances with. Which is one of the reasons for #12 above.
Members may refuse to purchase from and/or refuse to sale to other members. However, members are obligated to repay their negative cash and/or trade dollar balances in a timely fashion, as outlined elsewhere within this Agreement.
21. Taxpayer Identification Number: EOA is required to obtain Member's taxpayer identification number and Member is required by Federal Law to provide such information. EOA is required by Federal Law to report all cash and/or trade sales of its Members to the IRS. Failure of Member to provide their correct information may result in the imposition of backup withholding. This withholding will be performed by EOA and will be twenty percent (20%) of the gross trade and cash of each sales transaction, as required by Federal Law. Member agrees not to hold EOA liable for any actions they may take to comply with federal, state or local laws or the rules and regulations of these and all other Agreements Member has entered into with EOA.
22. EOA Purchases: It is in Members interest, though not an obligation that they identify themselves as an EOA Member wishing to make a purchase using trade dollars or blend of cash and trade. Otherwise they should be prepared to pay entirely in cash, if seller is currently on hold or no longer part of EOA or will only accept EOA purchases when working with a specific person in their company.
23. Referrals: (i) $100 EOA (trade) for new businesses: EOA tries to grow its membership base through referrals made by its members. Members who refer a business to EOA who join will receive $100 EOA. (ii) $500 EOA (trade) for existing businesses: EOA tries to grow its membership base mostly through referrals made by its members. And we are especially interested in retaining businesses who are leaving EOA because of change of ownership. Current owners who help persuade new owners to join EOA, which keeps the business in EOA’s network will receive $500 EOA. (iii) Referrals are paid to members in good standing with EOA, provided their referral writes their name on page one of EOA’s Membership Agreement as the individual who assisted them the most in deciding to join EOA. Referrals are also paid for businesses members who have ownership in referred business.
"RULES HELP KEEP EVERYONE PLAYING FAIR"
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