This Master Membership, Schedule and Trade Credit Agreement ("Agreement") is between The RH Group LLC d/b/a Premier Trade Exchange ("Premier Trade Exchange", "PTE", "Exchange", "we", "us", or "our") and the business identified in the applicable Membership Order Form ("Member", "you", or "your"). Each signatory represents that the signatory has authority to bind the relevant party.

This Agreement is a single integrated contract governing paid Membership Activation, Member Accounts, plan services, Buying and Selling Schedules, Multiplier progression, Trade Credit Accounts, Cash and mixed settlement, Cash Conversion, Membership Fees, Transaction Fees, refunds, suspension, termination, and other membership matters.

When the Membership Order Form or execution record identifies this Consolidated Edition as controlling, it supersedes and replaces the prior standalone documents listed on the cover solely for the same subject matter. It does not replace the separate Marketplace, Transaction and Compliance Agreement, privacy and Cookie notices, electronic consent, earnings disclosure, or a transaction-specific Transaction Confirmation.

The Agreement becomes effective for a Member when PTE approves the application and the Member signs, electronically accepts, or otherwise validly executes this Agreement and the applicable Membership Order Form, and satisfies the required activation and verification conditions.

Electronic signatures, notices, and records are governed by the separate Electronic Communications, Records and Signature Consent.

If documents conflict, the following order applies unless a later signed document expressly states otherwise:

1. Applicable mandatory law;
2. A transaction-specific definitive agreement or accepted Transaction Confirmation;
3. The Membership Order Form;
4. This Agreement;
5. The Marketplace, Transaction and Compliance Agreement;
6. Other incorporated policies and disclosures;
7. General website, proposal, catalogue, or marketing content.

A specific term controls a general term concerning the same subject. No oral or informal statement changes the Agreement unless incorporated into an authorized signed record.

Capitalized terms have the meanings stated in this Agreement, the Membership Order Form, the Marketplace, Transaction and Compliance Agreement, or the applicable Transaction Confirmation. "Cash" means government-issued legal tender or cleared bank funds. "Completed Transaction" means a qualifying Transaction that has satisfied the applicable delivery, acceptance, settlement, fee, and non-reversal requirements. "Fee Base" means the value against which an applicable percentage fee is calculated. "Multiplier" means the contractual factor used for prospective capacity, service access, progression, or Trade Credit allocation. "Trade Credit" means a contractual accounting unit recorded in the PTE ledger.

"Including" means including without limitation. Singular includes plural. A reference to writing includes approved electronic records. Headings assist navigation and do not limit interpretation.

This Agreement is between The RH Group LLC d/b/a Premier Trade Exchange ("PTE") and the business identified in the Membership Order Form ("Member"). Each signatory represents that they have authority to bind the relevant party.

1. Every approved Member participates as both a Buyer and a Seller.
2. Every Member must maintain an approved Buying Schedule and Selling Schedule.
3. Membership requires paid activation at the fee stated in the Order Form.
4. PTE may assign a membership category, level, territory, transaction limit, multiplier, or service scope.
5. Membership is nonexclusive unless a signed territory or category provision states otherwise.

Subject to the Order Form and continuing eligibility, PTE may provide:

1. Business onboarding and verification;
2. Member Account and dashboard access;
3. Buying and Selling Schedule administration;
4. Marketplace Listings;
5. Buyer and Seller matching;
6. Transaction documentation and administration;
7. Trade Credit Accounts and ledger services;
8. Cash, mixed, and trade-credit settlement coordination;
9. Approved Cash Conversion mechanisms;
10. Compliance, support, reporting, training, and other plan services.

PTE may use authorized service providers without publicly identifying confidential white-label technology or backend providers unless legally required or operationally necessary.

1. The Member must provide accurate corporate, ownership, authority, tax, banking, product, service, and compliance information.
2. PTE may approve, conditionally approve, defer, restrict, or reject an application.
3. Payment does not compel approval where legal, fraud, sanctions, capacity, or eligibility concerns remain.
4. False or misleading information is material breach.
5. Membership begins only after the applicable activation, verification, acceptance, and payment requirements are completed.

The Member must:

1. Maintain accurate information;
2. Comply with all incorporated agreements and Applicable Law;
3. Perform confirmed Buying and Selling obligations;
4. Pay fees, taxes, and charges when due;
5. Use only authorized users and verified accounts;
6. Protect confidential information and introduced counterparties;
7. Respond promptly to compliance and transaction requests;
8. Maintain licenses, insurance, records, and capacity;
9. Avoid fee circumvention and off-platform concealment;
10. Report fraud, account compromise, sanctions concerns, and material changes.

this Agreement governs:

1. Creation and approval of Buying and Selling Schedules;
2. Capacity and categories;
3. Legal status;
4. Performance periods;
5. Settlement mix;
6. Multiplier progression;
7. Evidence and review;
8. Defaults, corrections, and adjustments.

"Approved Buying Capacity" means the maximum purchasing level authorized for a period.

"Approved Selling Capacity" means the maximum selling level authorized for a period.

"Binding Schedule Obligation" means a specific enforceable commitment expressly marked binding.

"Multiplier" means the contractual factor used to determine prospective capacity or progression.

"Qualifying Completed Transaction" means a Transaction satisfying completion requirements and not reversed.

"Schedule Period" means the applicable monthly, quarterly, annual, or other period.

1. All Members complete paid activation under the Membership Order Form.
2. There is no separate Buy First or Sell First path in the current model.
3. Activation starts onboarding, verification, schedule structuring, and initial progression.
4. Payment alone does not compel approval or progression.

The Buying Schedule may identify:

1. Categories;
2. Products and services;
3. Quantity;
4. Territory;
5. Frequency;
6. Approved Buying Capacity;
7. Cash and trade-credit mix;
8. Delivery and quality requirements;
9. Legal status;
10. Supporting evidence and deadlines.

Buying volume is not revenue or earnings.

The Selling Schedule may identify:

1. Products and services;
2. Supply capacity;
3. Pricing;
4. Territory;
5. Frequency;
6. Approved Selling Capacity;
7. Cash and trade-credit preferences;
8. Delivery and warranty terms;
9. Legal status;
10. Supporting evidence and deadlines.

Approved Selling Capacity is not a completed sale, revenue, Cash, or profit.

Each Schedule item must be designated as:

1. Estimated Target;
2. Approved Capacity;
3. Transaction Authorization;
4. Conditional Commitment; or
5. Binding Contractual Obligation.

Only the last category creates a binding obligation independent of a later Transaction Confirmation, and it must identify the responsible party, amount, period, conditions, exclusions, and remedy.

1. The Member submits accurate schedule data and evidence.
2. PTE may verify capacity, funding, inventory, licensing, demand, pricing, and compliance.
3. PTE may approve, condition, reduce, defer, or reject an item.
4. Approved items receive a version, period, status, and audit trail.
5. Changes require an approved amendment.

1. The Multiplier governs prospective capacity and service access, not automatic earnings.
2. Progression may require:

• Active paid membership;
• Completed verification;
• Signed Buying and Selling Schedules;
• Completed obligations;
• Timely payment and delivery;
• Acceptance;
• Payment of fees;
• Compliance and performance score.

1. PTE may maintain levels from 1X through a maximum stated in the plan, including a 100X framework where applicable.
2. No Member automatically earns the maximum.
3. PTE may freeze or reduce prospective capacity for unresolved default, fraud, disputes, sanctions risk, or material performance deterioration.

A Transaction counts only when:

1. It is genuine and approved;
2. It falls within the Schedule;
3. Delivery and acceptance are complete;
4. Settlement is properly recorded;
5. Fees are paid or authorized;
6. It is not cancelled, refunded, reversed, or fraudulent;
7. Required evidence is supplied.

Evidence may include:

1. Transaction Confirmations;
2. Invoices;
3. Payment and escrow records;
4. Trade Credit records;
5. Delivery records;
6. Inspection and acceptance certificates;
7. Licenses;
8. Tax records;
9. Bank statements;
10. Other reliable evidence.

Unless a different signed rate applies:

1. 3% applies to the Fee Base of qualifying Completed Buying Transactions;
2. 7% applies to the Fee Base of qualifying Completed Selling Transactions;
3. 10% applies to approved Cash Conversion;
4. These fees are separate.

Where a binding Schedule obligation is missed, PTE may:

1. Request explanation and cure;
2. Adjust the Schedule;
3. Freeze progression;
4. Reduce capacity;
5. Require reserve, escrow, or enhanced verification;
6. Suspend matching;
7. Apply default remedies under the relevant Transaction;
8. Suspend or terminate membership for material or repeated default.

1. Standard cure is ten Business Days unless another period applies.
2. No cure is required for fraud, false documents, sanctions violations, counterfeit goods, or other incurable breach.
3. Force majeure may excuse affected performance only to the extent documented and mitigated.
4. Buyer- or Seller-caused delays may justify schedule adjustment.

PTE may adjust performance for:

1. Partial completion;
2. Returns;
3. Refunds;
4. Reversals;
5. Disputes;
6. Duplicate records;
7. Currency or valuation corrections;
8. Invalid or sham Transactions;
9. Approved Change Orders.

1. Capacity, Multiplier, and Schedule values are not revenue or profit.
2. A "100X" term must be interpreted according to its specific written definition.
3. A guarantee requires a definitive signed agreement identifying the obligor, result, period, conditions, exclusions, verification, and remedy.
4. Historical or projected results do not guarantee future results.

The Member represents that:

1. Schedule data is accurate;
2. Capacity is commercially supportable;
3. Products and buying requirements are genuine;
4. The Member has authority and lawful purpose;
5. No sham activity will be used to manipulate progression;
6. Records will be maintained;
7. Material changes will be reported promptly.

1. PTE may retain schedule versions, evidence, decisions, and performance history for at least seven years.
2. PTE may audit records reasonably necessary to confirm performance, fees, and compliance.
3. The Member must cooperate and preserve evidence.

Schedule disputes follow the Membership Agreement. PTE may preserve records, place administrative holds, and maintain the current level while the dispute is unresolved.

1. This Part govern the creation, allocation, reservation, transfer, use, settlement, reversal, retirement, and approved Cash Conversion of trade credits.
2. They form part of the Membership Agreement and apply to every Member, Authorized User, Transaction, Trade Credit Account, and Conversion Request.
3. A Transaction Confirmation controls the transaction-specific amount, timing, release conditions, and settlement split.
4. No marketing statement, dashboard estimate, or oral statement changes these Terms unless incorporated into a signed agreement.

"Available Balance" means trade credits not pending, reserved, restricted, disputed, expired, reversed, or subject to a hold.

"Cash" means government-issued legal tender or cleared bank funds.

"Cash Conversion" means an approved process under which eligible trade credits are sold, assigned, netted, redeemed, or otherwise settled for Cash through an approved mechanism.

"Conversion Confirmation" means the transaction-specific record stating the approved gross amount, deductions, rate, beneficiary, and release conditions.

"Gross Approved Conversion Amount" means the amount approved before fees and deductions.

"Trade Credit" means a contractual accounting unit used to record or settle qualifying transactions in the Exchange ledger.

"Trade Credit Account" means the ledger account maintained for a Member.

"Trade Credit Component" means the portion of a Transaction Price settled in trade credits.

1. Only Premier Trade Exchange may create or authorize ledger issuance.
2. Trade credits may be allocated under a Membership Plan, approved schedule, completed Transaction, correction, reversal, or other documented mechanism.
3. Allocation does not by itself establish Cash value, immediate usability, unrestricted transferability, or Conversion eligibility.
4. PTE may require verification, signed schedules, transaction evidence, fees, reserves, and compliance approval before credits become Available.
5. Every allocation must have a traceable ledger reference and supporting authority.

1. Each Member receives one or more Trade Credit Accounts as approved by PTE.
2. Ledger records may show Available, Pending, Reserved, Restricted, Disputed, Reversed, Retired, or other statuses.
3. The authenticated PTE ledger is the System of Record, subject to correction for proven error.
4. Members must review statements and report suspected errors within 30 days unless a shorter transaction-specific period applies.
5. A Member must not create, duplicate, alter, counterfeit, pledge, or transfer ledger entries outside approved processes.

1. PTE may reserve trade credits for a proposed or binding Transaction.
2. Reserved credits cannot be reused, transferred, pledged, or submitted for Conversion.
3. Release occurs only when the Transaction Confirmation's conditions are satisfied.
4. A reservation may be released following expiration, cancellation, rejection, compliance failure, or other documented cause.
5. PTE may maintain holds during disputes, fraud reviews, sanctions reviews, chargebacks, or legal process.

1. Transfers require an authenticated instruction, sufficient Available Balance, valid authority, and compliance approval.
2. PTE may require multifactor authentication, dual approval, fresh verification, or supporting documents.
3. No transfer is final until the ledger status shows Completed.
4. A Member may not direct credits to an undisclosed person, shell entity, sanctioned person, or unauthorized beneficiary.
5. PTE may reject, delay, reverse, or suspend a transfer for fraud, error, illegality, duplicate processing, invalid underlying activity, or other contractual grounds.

Trade credits may be used only to:

1. Settle approved purchases;
2. Pay an approved Trade Credit Component;
3. Satisfy permitted fees when expressly authorized;
4. Participate in approved netting or clearing;
5. Complete an approved Cash Conversion; or
6. Perform another documented Exchange function.

Members must not:

1. Represent trade credits as legal tender, deposits, investments, securities, or guaranteed Cash;
2. Use sham transactions to generate credits;
3. Structure activity to avoid verification, fees, taxes, limits, sanctions screening, or reporting;
4. Transfer credits for illegal goods, services, bribes, fraud, money laundering, terrorist financing, or tax evasion;
5. Sell Account access or credentials;
6. Use pending, disputed, reserved, or restricted credits;
7. Promise unauthorized conversion terms; or
8. Circumvent the Exchange.

1. The Cash Component of a Transaction must be paid through approved banking, payment, or escrow instructions.
2. Cash payment is complete only when cleared and irrevocably available.
3. Unexpected beneficiary or bank changes require enhanced verification.
4. PTE is not a bank, deposit-taking institution, or escrow holder unless a separate written agreement expressly states otherwise.
5. Bank, escrow, payment, foreign-exchange, tax, and provider charges are separate from PTE's fees unless expressly included.

1. Conversion is available only for eligible trade credits and approved Members.
2. A request is not approval and does not guarantee timing, amount, rate, jurisdiction, funding, or completion.
3. PTE may require proof of the underlying Transaction, ownership, Source of Funds, tax information, beneficiary verification, and compliance approval.
4. Each approved Conversion requires a Conversion Confirmation.
5. Unless another signed rate applies, the Conversion Transaction Fee is 10% of the Gross Approved Conversion Amount.
6. Net Cash Proceeds equal the gross approved amount less the 10% fee, taxes, withholding, bank charges, escrow charges, foreign-exchange costs, outstanding obligations, and other disclosed deductions.
7. Conversion is complete only after the approved funds are irrevocably released or received.
8. PTE may reject or delay Conversion when liquidity, compliance, provider, legal, technical, or transaction conditions are not satisfied.

1. Members authorize PTE to calculate, invoice, deduct, or collect applicable fees.
2. PTE may apply contractual setoff against Cash proceeds, conversion proceeds, reserves, or permitted ledger balances.
3. Fees earned on completed services or completed Transactions are not automatically refundable.
4. A reversal or refund is governed by the Part IV of this Agreement.

PTE may reverse or correct entries arising from:

1. Fraud;
2. Duplicate processing;
3. Mathematical or technical error;
4. Invalid or cancelled Transactions;
5. Valid returns or refunds;
6. Chargebacks;
7. Arbitration or court orders;
8. Compliance determinations; or
9. Other contractual grounds.

No correction may create double recovery.

1. Credits may expire only if the applicable plan, allocation, or Transaction document clearly states an expiration rule.
2. PTE may suspend use during investigation, default, membership suspension, or legal process.
3. Credits may be retired after use, reversal, settlement, expiry, abandonment, or another documented event.
4. Termination of membership does not automatically create a Cash redemption right.

1. Members are responsible for tax, barter reporting, valuation, recognition, withholding, and accounting treatment.
2. A trade-credit Transaction may be taxable even without Cash.
3. PTE statements are operational records, not individualized tax or accounting advice.
4. Members must maintain complete records and provide required tax forms.

1. Members must protect credentials, devices, email accounts, authentication codes, and signing authority.
2. Suspected compromise must be reported immediately.
3. PTE may freeze Accounts, reset credentials, reverify users, or reverse unauthorized entries.
4. Members remain responsible for authorized users until removal is processed, subject to applicable law.

1. PTE does not guarantee that a Member can spend or convert its entire balance immediately.
2. Availability depends on matching, demand, eligible transactions, compliance, provider capacity, liquidity, law, and Member performance.
3. Trade credits can be subject to restrictions, disputes, reversals, or loss of utility.
4. PTE does not provide investment, tax, accounting, banking, or legal advice.

1. Liability is governed by the Membership Agreement.
2. Members indemnify PTE and authorized service providers against third-party claims arising from unlawful use, false documentation, fraud, tax noncompliance, sanctions violations, unauthorized transfers, or breach.
3. Nothing excludes liability that cannot lawfully be limited.

1. Records may be retained for at least seven years after the relevant relationship or Transaction.
2. Electronic notices and signatures are governed by the Electronic Communications Consent.
3. Disputes are governed by the Membership Agreement and applicable transaction documents.
4. Urgent relief may be sought to prevent unauthorized transfer, fraud, or destruction of records.

This Part governs:

1. Membership activation and subscription fees;
2. Buying and Selling Transaction Fees;
3. Conversion Transaction Fees;
4. Third-Party Charges;
5. Taxes;
6. Payment, deduction, setoff, reserves, and invoices;
7. Cancellation, refund, reversal, and dispute treatment.

"Activation Fee" means the one-time or stated fee for onboarding, configuration, verification, schedule structuring, Account creation, and initial services.

"Buying Transaction Fee" means 3% of the applicable Fee Base unless another signed rate applies.

"Fee Base" means the Gross Completed Transaction Value or other expressly identified basis.

"Membership Fee" means a one-time, periodic, renewal, plan, or service fee in the Order Form.

"Selling Transaction Fee" means 7% of the applicable Fee Base unless another signed rate applies.

"Conversion Transaction Fee" means 10% of the Gross Approved Conversion Amount unless another signed rate applies.

"Third-Party Charge" means a bank, escrow, inspection, shipping, tax, foreign-exchange, payment, legal, certification, or provider charge.

1. Material fees must be disclosed in the Order Form, Transaction Confirmation, Conversion Confirmation, invoice, or this Policy.
2. A website estimate does not override a signed fee.
3. PTE will not impose a material new fee retroactively on a completed Transaction.
4. Member-specific discounts or waivers require written authorization.

1. The Member must pay the amounts stated in the Order Form.
2. Activation may cover onboarding, Account creation, verification, schedule structuring, configuration, training, documentation, and initial access.
3. Subscription or renewal periods, if any, begin and renew as stated.
4. Taxes and provider charges may be added where applicable.
5. Nonpayment may suspend activation, access, Transactions, progression, or support.

1. The Buyer pays 3% of the Fee Base for each qualifying Completed Buying Transaction unless another signed rate applies.
2. The fee applies to the total agreed value, including Cash and trade-credit consideration, unless the Transaction Confirmation states another basis.
3. It is earned when the Transaction reaches the contractual completion point.
4. It may be invoiced, deducted, collected through escrow, set off, or debited where expressly authorized.

1. The Seller pays 7% of the Fee Base for each qualifying Completed Selling Transaction unless another signed rate applies.
2. The fee applies to total agreed consideration unless otherwise stated.
3. It is earned at contractual completion.
4. It is separate from the Conversion Transaction Fee.

1. The standard fee is 10% of the Gross Approved Conversion Amount.
2. It is deducted before Net Cash Proceeds unless another method is stated.
3. Conversion may also incur taxes, bank, escrow, foreign-exchange, payment, and provider charges.
4. Payment of a Conversion fee does not guarantee approval or completion before approval.
5. Once Conversion is completed, the earned fee is not refundable except for proven calculation error or mandatory law.

1. Third-Party Charges are separate unless expressly included.
2. Material special compliance or due-diligence costs require advance disclosure and acceptance.
3. Members are responsible for charges allocated to them in the relevant document.
4. PTE does not control independent providers' fees or refunds.

1. Fees are exclusive of applicable sales, use, VAT, GST, excise, withholding, or similar taxes unless stated otherwise.
2. Members must provide valid exemption documentation before tax is due.
3. Withholding does not reduce the underlying fee except where law requires.
4. PTE may issue tax and barter records where required.

Fees may be paid through:

1. Bank transfer;
2. Approved card or payment processor;
3. Escrow deduction;
4. Settlement deduction;
5. Conversion-proceeds deduction;
6. Authorized setoff;
7. Trade-credit debit only where expressly permitted;
8. Another approved method.

1. Invoices must be paid by the stated due date.
2. A partial dispute does not excuse undisputed amounts.
3. Late payment may result in suspension, interest where agreed and lawful, collection costs, holds, and termination.
4. Payment is complete only when cleared.

The Member authorizes PTE, where contractually permitted, to deduct or set off fees against:

1. Cash proceeds;
2. Escrow distributions;
3. Conversion proceeds;
4. Refunds;
5. Reserves;
6. Other amounts payable by PTE;
7. Trade Credit balances only where expressly authorized.

1. Cancellation must follow the Order Form or Account process.
2. Cancellation is prospective.
3. It does not cancel accrued fees, completed Transactions, confirmed obligations, negative balances, or third-party costs.
4. Access may continue through the paid period unless suspended for breach.

Unless the Order Form provides a more favorable rule:

1. Before activation work begins, a paid amount may be refundable less nonrecoverable processing costs.
2. After onboarding, configuration, verification, customization, document preparation, schedule structuring, or Account activation begins, the Activation Fee is nonrefundable to the extent services have been performed and costs incurred.
3. If PTE rejects an application for reasons not caused by false information, prohibited activity, sanctions, or Member breach, the unused portion will be refunded after deducting disclosed nonrecoverable costs.
4. Mandatory statutory rights remain unaffected.

1. Used membership periods are nonrefundable.
2. A future unused period may be refundable only if the Order Form, law, or written approval provides it.
3. Renewal disputes must be submitted promptly.
4. A chargeback does not cancel amounts lawfully owed.

1. A fully cancelled Transaction before Completion ordinarily does not earn completion-based fees, but disclosed nonrecoverable administrative or provider costs may remain due.
2. A partial completion earns fees on the completed Fee Base.
3. A return, refund, or reversal may produce a proportional fee adjustment where the underlying completed value is reversed.
4. No fee credit is owed where the refund arises from the requesting Member's breach, fraud, chargeback abuse, or fee circumvention, to the extent lawful.
5. Adjustments are recorded in the Transaction file.

1. Duplicate and proven erroneous payments will be corrected.
2. Refunds ordinarily return to the original verified payer and method.
3. PTE may require verification and deduct unavoidable provider reversal charges where lawful and disclosed.
4. Errors must be reported promptly with evidence.

Subject to mandatory law, the following are generally nonrefundable once supplied or incurred:

1. Completed activation and customization;
2. Used membership periods;
3. Completed verification or enhanced due diligence;
4. Completed Transactions;
5. Completed Cash Conversion;
6. Earned transaction and conversion fees;
7. Third-Party Charges;
8. Domain, hosting, filing, certification, courier, bank, escrow, advertising, and inspection costs;
9. Custom documents, reports, training, or services already delivered.

A request must identify:

1. Member;
2. Payment;
3. Invoice or Transaction reference;
4. Amount;
5. Date;
6. Legal and contractual basis;
7. Supporting evidence;
8. Verified refund destination.

PTE may request further information and will respond within a commercially reasonable period.

1. The Member must first use the contractual dispute process.
2. Fraudulent or abusive chargebacks are material breach.
3. PTE may suspend Accounts, recover fees and provider costs, and submit records to the payment provider.
4. A valid chargeback does not waive unrelated amounts owed.

1. Disputes should be submitted within 30 days of the statement or invoice.
2. PTE will review the calculation, Fee Base, status, deductions, and evidence.
3. Undisputed amounts remain due.
4. Final disputes follow the Membership Agreement.

1. PTE may change prospective fees with notice.
2. A fee change applies to future periods and future Transactions unless a signed agreement provides otherwise.
3. Existing binding Transaction economics are protected from retroactive change except for tax, fraud, error, or legal requirements.

Nonpayment may result in:

1. Account restriction;
2. Suspension of Marketplace access;
3. Schedule or progression freeze;
4. Trade Credit holds;
5. Conversion holds;
6. Collection;
7. Setoff;
8. Termination;
9. Other contractual remedies.

1. Members may list lawful products and services and submit genuine buying requirements.
2. A Listing or match is not a binding Transaction.
3. A Transaction becomes binding only through the Marketplace, Transaction and Compliance Agreement and an accepted Transaction Confirmation.
4. Buyer and Seller contract directly unless PTE is expressly identified as a direct party.
5. PTE is not the manufacturer, supplier, Buyer, Seller, bank, insurer, or escrow holder by default.

1. PTE may conduct identity, business, beneficial-ownership, sanctions, PEP, adverse-media, Source-of-Funds, product, export, import, tax, and fraud reviews.
2. PTE may impose holds, limits, reserves, restrictions, enhanced review, or rejection.
3. Members must not use PTE for money laundering, terrorist financing, sanctions evasion, fraud, bribery, tax evasion, counterfeit trade, human exploitation, or prohibited activity.
4. PTE may disclose information where legally required or permitted under the Privacy Policy.

1. The Member is responsible for Authorized Users and permissions.
2. Credentials must not be shared.
3. PTE may require multifactor authentication and transaction-specific approvals.
4. The Member must report unauthorized activity immediately.
5. PTE may suspend access to protect Accounts, Transactions, funds, trade credits, or data.

1. PTE retains ownership of its platform, branding, documentation, training, data structures, software, designs, and proprietary systems.
2. The Member receives a limited, nontransferable, revocable right to use the services during active membership.
3. The Member retains ownership of its lawful content but grants PTE the rights necessary to host, display, process, match, and administer it.
4. No reverse engineering, scraping, copying, sublicensing, or unauthorized commercialization is permitted.

1. Confidential Information includes Members, counterparties, pricing, schedules, trade-credit information, transaction structures, software, documents, and nonpublic business information.
2. Members may use it only for authorized Exchange activity.
3. Members must not bypass PTE or avoid fees in relation to an Exchange introduction, schedule, match, or Transaction.
4. Genuine pre-existing relationships may be excluded upon reasonable evidence.
5. Confidentiality survives termination; trade secrets remain protected while legally qualifying.

1. Personal information is processed under the Privacy Policy.
2. Members must have lawful authority to provide information about owners, users, customers, suppliers, and transaction parties.
3. Members must protect personal and confidential information.
4. International processing and authorized service providers may be used subject to applicable safeguards.

1. Each party warrants authority to enter this Agreement.
2. The Member warrants lawful business, accurate information, genuine Transactions, and compliance.
3. Services are provided subject to plan terms, third-party dependencies, technology, law, and reasonable maintenance.
4. PTE does not guarantee uninterrupted service, a match, a purchase, a sale, profit, solvency, product quality, counterparty performance, or Conversion.
5. Specific guarantees apply only when signed and clearly defined.

1. To the maximum extent permitted by law, neither party is liable for indirect, special, punitive, or consequential damages, lost goodwill, or lost anticipated profits.
2. Unless the Order Form states otherwise, PTE's aggregate liability is limited to fees paid to PTE during the six months before the event giving rise to the claim.
3. Limits do not apply to fraud, willful misconduct, knowing data misuse, or liability that cannot lawfully be limited.
4. The Member remains liable for fees, payment obligations, fraud, infringement, confidentiality breach, unlawful conduct, and indemnification.

The Member indemnifies PTE and authorized service providers against third-party claims arising from:

1. The Member's products or services;
2. False information or documents;
3. Fraud, sanctions, bribery, tax, export, import, privacy, or intellectual-property violations;
4. Counterfeit or stolen goods;
5. Unauthorized Account use;
6. Fee circumvention;
7. Transaction default; or
8. Breach of the incorporated documents.

PTE may suspend or terminate for:

1. Nonpayment;
2. Incomplete or false verification;
3. Fraud or prohibited activity;
4. Sanctions or legal risk;
5. Account compromise;
6. Repeated default;
7. Fee circumvention;
8. Material breach;
9. Provider or regulatory restrictions;
10. Insolvency materially affecting performance.

Termination does not erase accrued fees, confirmed Transactions, negative balances, refunds, taxes, confidentiality, records, liability, or dispute obligations.

1. Cancellation rights and refunds are governed by the Part IV of this Agreement and Order Form.
2. Completed activation, customization, verification, subscription periods, Transactions, and third-party costs may be nonrefundable where properly disclosed and lawful.
3. Mandatory statutory rights remain unaffected.
4. Cancellation does not cancel completed Transactions or accrued fees.

1. Electronic records and signatures are governed by the Electronic Communications Consent.
2. Notices may be sent to the Member Account or designated email.
3. Records may be retained for at least seven years after the relevant relationship or Transaction.
4. The Member must keep contact details current and retain important copies.

1. Parties must first attempt good-faith written negotiation.
2. Unless the Order Form states otherwise, disputes are resolved by binding AAA commercial arbitration seated in Los Angeles County, California.
3. Courts may grant urgent relief for fraud, unauthorized transfers, intellectual property, confidentiality, security, or preservation of evidence.
4. Proceedings are individual to the extent legally enforceable.
5. California law governs, subject to mandatory law.

1. This Agreement and incorporated documents are the entire membership contract.
2. Amendments must follow the stated process.
3. Assignment requires PTE approval.
4. Invalid provisions are limited only as necessary.
5. No waiver arises from delayed enforcement.
6. English is the controlling language unless expressly agreed otherwise.
7. Provisions intended by their nature to survive do survive.

This Marketplace, Transaction and Compliance Agreement ("Agreement") is between The RH Group LLC d/b/a Premier Trade Exchange ("Premier Trade Exchange", "PTE", "Exchange", "we", "us", or "our") and each approved Member that signs or electronically accepts it. It also governs each Authorized User acting for a Member.

The Agreement is accepted once as the standing framework for Marketplace access and Transactions. Each individual Transaction still requires a separate Transaction Confirmation and Settlement Authorization Form identifying the Buyer, Seller, Deliverables, price, Cash and Trade Credit components, fees, delivery, acceptance, and release conditions.

This single integrated Agreement governs Marketplace conduct, Listings, buying requests, matching, communications, transaction formation and performance, settlement, fees, delivery, title, risk, inspection, acceptance, warranties, default, remedies, verification, beneficial ownership, sanctions, Source of Funds, anti-fraud controls, acceptable use, prohibited transactions, monitoring, enforcement, records, and disputes.

When the Membership Order Form or execution record identifies this Consolidated Edition as controlling, it supersedes and replaces the prior standalone documents listed on the cover solely for the same subject matter.

This Agreement is incorporated into the Master Membership, Schedule and Trade Credit Agreement and every accepted Transaction Confirmation. The Membership Order Form controls Member-specific plan and fee terms. The separate Privacy Policy, Cookie Policy, Electronic Communications Consent, Earnings Disclosure, and transaction-specific documents continue to apply according to their functions.

If documents conflict, the following order applies unless a later signed record expressly states otherwise:

1. Applicable mandatory law;
2. A separately negotiated definitive agreement signed by Buyer and Seller;
3. The latest accepted Change Order;
4. The applicable Transaction Confirmation and Settlement Authorization Form;
5. Transaction-specific escrow instructions and specifications;
6. This Agreement;
7. The Master Membership, Schedule and Trade Credit Agreement and Membership Order Form;
8. Other incorporated policies and disclosures;
9. General website, catalogue, quotation, proposal, or marketing content.

"Buyer" and "Seller" mean the Members identified in a Transaction Confirmation. "Transaction Parties" means Buyer and Seller. "Deliverables" means the products, services, documents, milestones, work product, or other items to be supplied. "Transaction" means an approved purchase and sale governed by a Transaction Confirmation. "Prohibited Person" means a person with whom the relevant activity is prohibited under applicable sanctions or other law. "Restricted Activity" means a product, service, jurisdiction, settlement method, or Transaction requiring prior written approval.

Capitalized terms not defined here have the meanings in the Master Membership, Schedule and Trade Credit Agreement or Transaction Confirmation. "Including" means including without limitation. Headings assist navigation and do not limit interpretation.

This Part govern Listings, buying requests, matching, communications, negotiations, Orders, Transaction Confirmations, delivery evidence, acceptance, disputes, refunds, reversals, and Marketplace conduct. They form part of every Membership Agreement.

1. Access is limited to approved Members and Authorized Users.
2. PTE may impose category, territory, capacity, verification, or risk restrictions.
3. Access is a revocable contractual privilege, not ownership.
4. Members may not sell, share, lease, or transfer Account access.
5. PTE may monitor, moderate, remove, or restrict content and activity.

A Seller Listing must accurately state:

1. Legal Seller identity;
2. Product or service;
3. Quantity and capacity;
4. Condition;
5. Price or pricing method;
6. Cash and trade-credit acceptance;
7. Territory;
8. Delivery;
9. Specifications;
10. Licenses, restrictions, taxes, and warranties;
11. Expiration or availability.

Listings must not be false, misleading, counterfeit, stolen, prohibited, duplicated, manipulative, or created solely to generate trade credits or fees.

A Buyer request must accurately state:

1. Product or service required;
2. Quantity;
3. Specifications;
4. Territory and delivery;
5. Timing;
6. Cash and trade-credit structure;
7. Required licenses or standards;
8. Buyer capacity and authority.

A request is not a binding purchase obligation unless expressly designated and accepted as such.

1. PTE may match based on category, capacity, territory, price, settlement mix, delivery, compliance, and other criteria.
2. A match is an introduction, not a guarantee or completed Transaction.
3. Members must independently evaluate counterparties and terms.
4. PTE may withhold or revoke a match for risk, error, illegality, conflict, or capacity issues.

1. Marketplace communications must relate to legitimate business activity.
2. No spam, threats, harassment, phishing, deceptive payment instructions, or unauthorized marketing.
3. Members must keep material negotiations and approvals in approved channels or upload them to the Transaction file.
4. Confidential information may be used only for the contemplated Transaction.
5. Unexpected bank or beneficiary changes must be verified.

1. Quotations and Orders should state scope, quantity, price, settlement, delivery, acceptance, and expiration.
2. A quotation is not binding unless accepted according to the applicable process.
3. A conditional acceptance is a counteroffer.
4. Standard terms on invoices or purchase orders do not override the Part II of this Agreement unless expressly incorporated.
5. PTE may require a Transaction Confirmation before performance.

A Transaction becomes binding only after:

1. Buyer and Seller acceptance;
2. Material terms are identifiable;
3. Required PTE administrative approval;
4. Conditions precedent are satisfied or waived;
5. Required verification, compliance, funding, or reservation is complete; and
6. The Transaction is recorded as Binding or Active.

1. Transactions may be Cash, trade-credit, or mixed.
2. The Transaction Confirmation controls the settlement split.
3. Cash must use verified instructions.
4. Trade credits must be Available and may be reserved.
5. No party may substitute settlement methods without approval.
6. Cash Conversion is separate from Transaction settlement.

Unless a different signed rate applies:

1. Seller: 7% of the applicable Fee Base;
2. Buyer: 3% of the applicable Fee Base;
3. Cash Conversion: 10% of the Gross Approved Conversion Amount.

Members must not conceal, split, redirect, or move Transactions off-platform to avoid fees.

1. Sellers must perform according to the Transaction Confirmation.
2. Delays must be disclosed promptly with mitigation.
3. Required shipping, tax, customs, inspection, warranty, and licensing documents must be accurate.
4. Partial delivery requires permission.
5. Services must meet stated milestones and professional standards.

1. Buyers must inspect within the stated period.
2. Rejection must identify material Nonconformity and evidence.
3. Sellers may cure where commercially reasonable and lawful.
4. Use, resale, installation, or failure to reject after a reasonable opportunity may constitute acceptance.
5. Latent defects remain subject to warranty.

PTE may record Draft, Proposed, Matched, Negotiating, Pending Verification, Conditionally Approved, Binding, Funded, In Performance, Delivered, Under Inspection, Accepted, Completed, Disputed, Cancelled, Refunded, Reversed, or Terminated. Only Completed Transactions may be represented as completed results.

1. Reviews must reflect genuine experience.
2. No fake, purchased, coerced, or undisclosed interested-party reviews.
3. Financial testimonials require substantiation and required disclosures.
4. PTE may remove unlawful, misleading, confidential, abusive, or unsupported content.

Prohibited conduct includes:

1. Fraud, sham Transactions, false documents, circular trading, wash transactions, and manipulation;
2. Counterfeit, stolen, illegal, sanctioned, or unlicensed goods;
3. Fee circumvention;
4. Data harvesting and scraping;
5. Impersonation;
6. Unauthorized financial services;
7. Trade-credit manipulation;
8. Collusion or artificial pricing;
9. Bribery, tax evasion, money laundering, and prohibited exports;
10. Account sharing or duplicate Accounts used to evade controls.

PTE may require prior written approval for regulated medicines, medical devices, alcohol, tobacco, chemicals, hazardous materials, precious metals, commodities, energy, vehicles, aircraft, vessels, real property, government procurement, controlled technology, dual-use goods, financial services, digital assets, carbon credits, art, charitable fundraising, and other higher-risk categories.

Members are responsible for evaluating:

1. Counterparty authority and creditworthiness;
2. Product quality and suitability;
3. Price;
4. Licenses and taxes;
5. Delivery and insurance;
6. Commercial and legal risk.

PTE verification is not a guarantee of future performance.

1. A party must submit a written Dispute Notice with evidence.
2. PTE may preserve records, facilitate communication, and place reasonable holds.
3. Undisputed amounts may be released where separable.
4. PTE is not the arbitrator by default.
5. Final disputes follow the Part II of this Agreement.

1. Returns require authorization.
2. Cash refunds should ordinarily return to the verified original payer or escrow.
3. Trade-credit reversals are recorded in the ledger.
4. Fees are adjusted under the Fee and Refund Policy.
5. Schedule performance is adjusted for cancellations, returns, and reversals.

PTE may:

1. Request information;
2. Remove Listings;
3. Reject Orders;
4. Place holds;
5. Restrict categories or Accounts;
6. Reverse invalid entries;
7. Suspend or terminate membership;
8. Recover losses and fees;
9. Notify providers or authorities where permitted or required.

1. Members must preserve transaction, delivery, payment, tax, licensing, and communication records.
2. PTE may retain records for at least seven years.
3. Authenticated PTE records are prima facie evidence subject to proven correction.
4. Electronic records and signatures are valid under the Electronic Communications Consent.

Liability and indemnification are governed by the Membership Agreement and Part II of this Agreement. Each Member remains responsible for its products, services, representations, payments, taxes, compliance, data, and contractual performance.

PTE may update these Rules prospectively for law, risk, security, technology, provider, or operational needs. Material changes will be notified. Existing binding Transaction economics are not retroactively changed without contractual or legal authority.

1. "Buyer" and "Seller" are the Members identified in the Transaction Confirmation.
2. Buyer and Seller are the Transaction Parties.
3. PTE is a direct Transaction Party only when expressly identified.
4. PTE may operate the Marketplace, verify Members, generate documents, maintain Trade Credit Accounts, calculate fees, coordinate providers, preserve records, and support disputes.
5. PTE verification and administration do not guarantee solvency, quality, delivery, payment, legal compliance, or Cash Conversion.

This Agreement governs goods, services, mixed Transactions, Cash, Trade Credit, mixed settlement, domestic and international sales, recurring and milestone Transactions, delivery, title, risk, inspection, acceptance, warranties, default, remedies, compliance, confidentiality, data, force majeure, and disputes.

A Transaction becomes binding when:

1. Material terms are identifiable;
2. Buyer and Seller accept;
3. Required PTE approval is recorded;
4. Conditions precedent are satisfied or waived;
5. Verification, compliance, funding, reservation, and signatures are complete;
6. The Transaction Confirmation records a Binding or Active status.

Silence is not acceptance except where conduct, course of dealing, or law clearly establishes it.

Priority:

1. Mandatory law;
2. Separately negotiated definitive agreement;
3. Latest accepted Change Order;
4. Transaction Confirmation;
5. Transaction-specific escrow instructions;
6. Specifications or statement of work;
7. This Agreement;
8. Part I of this Agreement;
9. Schedule Agreement;
10. Trade Credit Terms;
11. Fee and Refund Policy;
12. Other incorporated policies;
13. Expressly accepted quotation or Order;
14. General content.

Routine invoice, purchase-order, website, or email terms do not amend the Transaction unless expressly accepted.

The Confirmation should state:

1. Buyer, Seller, and representatives;
2. Products or services, quantity, specification, and condition;
3. Price, currency, Cash Component, Trade Credit Component, and fees;
4. Taxes, escrow, funding, and payment schedule;
5. Delivery, title, risk, inspection, acceptance, warranty, returns, and completion;
6. Conditions precedent, documents, governing law, dispute method, and special conditions.

1. Seller must accurately describe and supply conforming Deliverables.
2. Used, refurbished, remanufactured, surplus, open-box, near-expiry, damaged, or as-is status must be disclosed.
3. Services must identify scope, milestones, personnel, dependencies, acceptance, IP, and support.
4. Material substitutions require approval.
5. Buyer must provide required access, information, decisions, and materials.

1. Price and included components are stated in the Confirmation.
2. Variable pricing must state formula, index, date, limits, and dispute method.
3. No unilateral price increase except under an agreed adjustment, accepted Change Order, tax change, Buyer-requested change, or other contractual right.
4. No over- or under-pricing to manipulate credits, fees, taxes, creditors, authorities, or Schedules.

1. Settlement may be Cash, Trade Credit, mixed, escrow, milestone, installment, netting, or other approved form.
2. Buyer must pay Cash and transfer eligible trade credits as stated.
3. No substitution of Cash, trade credits, currency, beneficiary, or method without approval.
4. Seller receipt of trade credits is not Cash receipt.
5. Cash Conversion is separate and not a condition of Buyer's payment unless expressly stated.

Unless another signed rate applies:

1. Seller pays 7% of the Fee Base;
2. Buyer pays 3% of the Fee Base;
3. Cash Conversion is charged 10%.

Fees may be invoiced, deducted, collected through escrow, set off, reserved, or debited where expressly permitted. Fee circumvention is prohibited.

1. Cash payment is complete when cleared and irrevocably available.
2. Payment must use verified destinations.
3. Unexpected bank or beneficiary changes require enhanced verification.
4. Third-party payments require approval and evidence.
5. Independent escrow providers operate under separate agreements.
6. Release conditions may include funding, delivery, inspection, acceptance, documents, joint instruction, or final determination.

1. Each party is responsible for taxes legally imposed on it.
2. Transaction tax allocation must be stated.
3. Trade Credit Transactions may create tax and reporting duties.
4. Seller must provide accurate invoices, packing lists, origin, transport, insurance, inspection, licensing, warranty, safety, customs, and other required documents.
5. False documents are material breach.

1. Seller must deliver on time, at the correct location, in correct quantity and condition, with required documents.
2. Recognized trade terms must identify the term, named place, and applicable version.
3. Delay must be promptly reported with cause, duration, mitigation, revised date, and remedy.
4. Partial or early delivery requires applicable approval.

1. Title and risk pass at the points stated in the Confirmation.
2. Default title passes upon conforming delivery and required settlement, subject to law.
3. Seller warrants good title and disclosed liens.
4. Default risk passes upon conforming delivery at the Delivery Location.
5. Nonconforming goods may remain at Seller's risk where law provides.
6. The party bearing transit risk must maintain required insurance.

1. Buyer may inspect within the stated period.
2. Default periods: five Business Days for ordinary goods and ten Business Days for complex goods or services requiring testing.
3. Rejection requires timely notice, specific Nonconformity, evidence, and remedy.
4. Partial rejection applies where separable.
5. Seller may cure where timely, reasonable, and lawful.
6. Use, resale, installation, modification, consumption, express approval, or failure to reject after a reasonable opportunity may constitute acceptance.
7. Latent defects remain subject to warranty.

Seller warrants authority, lawful supply, conformity, quality, stated fitness where reliance exists, packaging, absence of undisclosed material defects, genuineness, legal compliance, noninfringement, and good title. Services must be professional and qualified. Unless otherwise stated, warranty is 90 days after acceptance. Remedies may include repair, replacement, reperformance, correction, missing items, refund, or credit.

Buyer warrants authority, financial and Trade Credit capacity, lawful end use, required import or use licenses, and accuracy of Buyer-supplied information.

1. Returns require authorization and handling instructions.
2. Seller bears reasonable costs for returns caused by Nonconformity.
3. Convenience returns and restocking fees apply only if disclosed and lawful.
4. Material changes require an accepted Change Order stating price, Cash, Trade Credit, fee, delivery, specification, warranty, tax, and risk effects.

1. Pre-formation offers may be withdrawn unless irrevocable.
2. Post-formation cancellation requires mutual agreement, contractual right, breach, force majeure, illegality, or another lawful basis.
3. Buyer default includes nonpayment, insufficient credits, failure to fund, wrongful rejection, unauthorized chargeback, or material breach.
4. Seller default includes nondelivery, material delay, Nonconformity, counterfeit or stolen goods, lack of title, false documents, failure to cure, or material breach.
5. A party may request adequate assurance where reasonable grounds exist.

Default notices must identify the breach, evidence, required cure, deadline, and consequences. Standard cure is ten Business Days; payment cure is five Business Days unless otherwise stated. No cure is required for fraud, counterfeit goods, sanctions, illegal activity, theft, payment diversion, serious data breach, repudiation, or other incurable breach.

Buyer remedies may include rejection, cancellation, repair, replacement, reperformance, refund, price reduction, cover, direct damages, specific performance, injunction, Trade Credit reversal, and setoff where permitted.

Seller remedies may include suspension, withholding delivery, cancellation, recovery of price, direct damages, resale, reclamation where available, Trade Credit hold, collection, lawful interest, and specific performance.

PTE may impose holds, reserve credits, correct or reverse invalid entries, collect fees, restrict Accounts, suspend or terminate membership, preserve records, and notify providers or authorities where permitted.

1. Pre-existing IP remains with its owner.
2. Custom Deliverable IP is allocated in the Confirmation.
3. Seller grants the license necessary for ordinary use of embedded Seller IP unless otherwise stated.
4. PTE retains platform and brand IP.
5. Confidential Information includes prices, counterparties, Schedules, settlement, bank data, trade secrets, technology, verification, and disputes.
6. Confidentiality lasts five years; trade secrets remain protected while qualifying.

1. Parties comply with the Privacy Policy and Applicable Law.
2. No data harvesting or unauthorized use.
3. Parties comply with product safety, licensing, sanctions, export, import, customs, anti-bribery, AML, tax, labor, forced-labor, environmental, competition, cybersecurity, and intellectual-property laws.
4. PTE or providers may impose compliance holds.

Qualifying events beyond reasonable control may suspend affected obligations if promptly notified and mitigated. Lack of funds, ordinary market change, overcommitment, avoidable shortage, or failure to obtain expected licenses ordinarily does not qualify. Payment for completed accepted performance remains due. Extended events may justify amendment or termination of the unperformed portion.

Parties retain formation, authority, specifications, price, payment, Trade Credit, fees, taxes, delivery, acceptance, warranty, compliance, and dispute records for at least seven years. PTE may request proportionate records to verify fees, Schedules, fraud, disputes, tax, or legal compliance.

1. Between Buyer and Seller, indirect, special, punitive, consequential, and certain lost-profit damages are excluded to the extent lawful.
2. Default direct-liability cap is the Transaction Price.
3. Caps do not apply to payment obligations, fraud, willful misconduct, non-excludable gross negligence, bodily injury, confidentiality, data breach, infringement, bribery, sanctions, counterfeit goods, taxes, or third-party indemnity.
4. PTE liability follows the Membership Agreement and is ordinarily limited to fees paid to PTE for the Transaction or the Order Form cap.
5. PTE is not liable for Member, carrier, inspector, escrow, payment, customs, market, currency, or other independent failures outside reasonable control.

1. Parties first negotiate in good faith and submit a written Dispute Notice.
2. PTE may preserve records, facilitate communication, and maintain holds but is not the arbitrator by default.
3. California law governs unless the Confirmation states otherwise.
4. The CISG is excluded unless expressly selected.
5. Unless otherwise stated, binding AAA Commercial Arbitration is seated in Los Angeles County, California; one arbitrator below $5 million and three at or above $5 million.
6. Courts may grant urgent relief for fraud, unauthorized transfer, confidentiality, IP, evidence, or award enforcement.
7. Proceedings are individual to the extent enforceable.

Entire agreement, amendment, waiver, severability, counterparts, electronic signatures, assignment, subcontracting, publicity, language, interpretation, and survival are governed by the Transaction Documents.

this Agreement governs:

1. Business and individual verification;
2. Beneficial ownership and control;
3. Authorized signatories;
4. Sanctions, PEP, and adverse-media screening;
5. Source of Funds and Source of Wealth;
6. Transaction monitoring;
7. Product, trade, tax, anti-bribery, fraud, and security compliance;
8. Holds, restrictions, reporting, and ongoing review.

The Member must provide accurate and current:

1. Legal and trading names;
2. Registration, formation, and tax information;
3. Registered and principal addresses;
4. Business activities, products, services, and jurisdictions;
5. Directors, officers, owners, Control Persons, and Authorized Users;
6. Banking and settlement information;
7. Expected Buying, Selling, Trade Credit, Cash, and Conversion activity;
8. Licenses, financial-capacity evidence, and other requested records.

PTE may verify any Beneficial Owner, director, officer, signatory, Authorized User, beneficiary, payer, or material transaction participant through:

1. Government-issued identification;
2. Proof of address;
3. Live or electronic identity checks;
4. Date of birth, nationality, and contact data;
5. Government, registry, provider, and public records.

Documents must be current, legible, authentic, complete, and translated or certified where reasonably required.

1. The Member must identify natural persons who directly or indirectly own or control 25% or more, or a lower threshold where required by law or risk.
2. At least one Control Person must be identified.
3. Ownership chains, nominees, trusts, protectors, settlors, beneficiaries, and undisclosed principals must be disclosed.
4. No structure may be used to conceal true ownership or control.
5. Material ownership changes must be reported promptly.

1. The Member must identify persons authorized to sign, operate Accounts, approve Transactions, transfer trade credits, request Conversion, or change bank details.
2. PTE may require board resolutions, powers of attorney, incumbency certificates, or comparable evidence.
3. Authority limits and dual-approval requirements must be disclosed.
4. The Member remains responsible until revocation is received and processed.

PTE may review:

1. Genuine commercial purpose;
2. Products and services;
3. Expected transaction values and frequency;
4. Buying and Selling capacity;
5. Funding and supply evidence;
6. Inventory, contracts, financial statements, bank references, insurance, and delivery capacity.

Verification is not a guarantee of solvency or performance.

PTE may require evidence concerning:

1. Membership and Transaction payments;
2. Third-party payments;
3. Cash Conversion;
4. High-value or unusual Transactions;
5. The origin of trade credits;
6. Broader Source of Wealth for elevated-risk relationships.

Acceptable evidence may include bank statements, contracts, invoices, financial statements, tax records, asset-sale records, loan records, and escrow records. Value derived from fraud, theft, corruption, tax crime, sanctions evasion, trafficking, cybercrime, or other unlawful activity is prohibited.

1. Payments should ordinarily originate from and be returned to the verified Member.
2. Unrelated payers or beneficiaries require disclosure, relationship evidence, authority, Source-of-Funds review, and approval.
3. Personal accounts used for corporate Transactions, split payments, unexplained intermediaries, and cross-jurisdiction routing may trigger enhanced review.
4. PTE may refuse a third-party instruction.

1. The Member warrants that it and relevant owners, controllers, users, counterparties, beneficiaries, carriers, and other participants are not prohibited.
2. PTE may screen against United States, United Nations, European Union, United Kingdom, Singapore, and other relevant sanctions lists.
3. Ownership and control rules may apply even when an entity is not separately listed.
4. Sanctions licenses must be disclosed and supplied before proceeding.
5. PTE or a provider may block, reject, hold, freeze, cancel, or report activity where required or reasonably appropriate.

1. Relevant PEP status must be disclosed.
2. PEP status does not automatically prohibit membership.
3. PTE may require senior approval, Source-of-Wealth review, enhanced monitoring, limits, and periodic review.
4. Concealment of known PEP status is material breach.

Members must not use PTE to:

1. Offer or receive bribes, kickbacks, secret commissions, or improper benefits;
2. Conceal criminal proceeds;
3. Layer or integrate illicit value;
4. Finance terrorism;
5. Structure Transactions to avoid controls;
6. Use false invoices, phantom shipments, over- or under-invoicing, multiple invoicing, or circular trading;
7. Evade tax, barter reporting, withholding, or accounting requirements.

Members are responsible for:

1. Lawful ownership, manufacture, supply, safety, and licensing;
2. Export, import, customs, classification, origin, end-user, and end-use requirements;
3. Regulated and controlled products;
4. Required inspection, insurance, and government approval.

PTE may use automated and manual review of:

1. Account access;
2. Transactions and values;
3. Trade Credit movements;
4. Cash Conversion;
5. Payments, refunds, chargebacks, and bank changes;
6. Countries, counterparties, products, and patterns;
7. Disputes, security events, and provider alerts.

Monitoring reduces risk but does not guarantee detection.

EDD may include:

1. Certified or apostilled records;
2. Source-of-Funds and Source-of-Wealth evidence;
3. Bank references and financial statements;
4. Site visits, inspections, legal opinions, and independent reports;
5. Senior approval, limits, reserves, escrow, and enhanced monitoring.

Material third-party EDD costs require advance disclosure and acceptance unless otherwise legally required.

1. Verification continues throughout membership.
2. Reviews may occur periodically, at renewal, before high-value Transactions or Conversion, after ownership or bank changes, or after risk events.
3. The Member must report legal name, ownership, address, authority, bank, tax, licensing, sanctions, insolvency, investigation, and material business changes.
4. Urgent matters must be reported immediately; other material changes within ten Business Days.

PTE may place reasonable holds or impose limits on:

1. Activation;
2. Marketplace access;
3. Transactions;
4. Trade Credit transfers;
5. Cash proceeds;
6. Cash Conversion;
7. Refunds or settlement.

Grounds include incomplete verification, sanctions, fraud, Source-of-Funds concerns, provider review, legal process, account compromise, or material risk. PTE may suspend or terminate for false documents, concealed ownership, serious illegal activity, repeated evasion, or unacceptable legal risk.

PTE may disclose information to authorities, courts, regulators, tax bodies, banks, escrow providers, payment processors, insurers, advisers, and fraud-prevention providers where required or permitted. PTE may be prohibited from notifying the Member of certain reports or investigations.

1. Information is processed under the Privacy Policy.
2. PTE may use authorized service providers and international processing.
3. Reasonable administrative, technical, and organizational safeguards apply.
4. Records may be retained for at least seven years after the relevant relationship or Transaction, or longer for legal or investigative purposes.

The Member warrants lawful existence, authority, truthful information, disclosed ownership, lawful funds, genuine commercial purpose, compliance, current licenses, accurate tax information, and prompt cooperation.

1. Liability follows the Membership Agreement.
2. The Member indemnifies PTE and authorized providers for third-party claims arising from false information, illegal activity, sanctions, fraud, tax crime, prohibited products, or breach.
3. Compliance decisions may be reviewed through a written request with evidence.
4. PTE need not disclose confidential methods, legal advice, security controls, or information facilitating evasion.

Every use must:

1. Have genuine commercial purpose;
2. Identify the true parties;
3. Use commercially supportable pricing;
4. Be accurately documented;
5. Comply with Applicable Law;
6. Reflect the true Cash and Trade Credit settlement;
7. Avoid harm, deception, abuse, and circumvention.

Members must not plan, promote, finance, facilitate, conceal, or profit from illegal activity, including fraud, theft, extortion, organized crime, money laundering, terrorist financing, sanctions evasion, bribery, tax crime, human trafficking, illegal gambling, cybercrime, smuggling, environmental crime, or unlawful surveillance.

Attempted or incomplete conduct remains prohibited.

Prohibited conduct includes:

1. False identity, ownership, authority, capacity, inventory, licenses, origin, quality, delivery, payment, or results;
2. Forged or altered IDs, invoices, bank records, certificates, shipping documents, inspection reports, tax records, or escrow records;
3. Impersonation of PTE, a Member, authority, bank, escrow provider, Buyer, or Seller.

Members must not create:

1. Fictitious purchases or sales;
2. Nonexistent goods or services;
3. Circular or wash Transactions lacking legitimate purpose;
4. Related-party Transactions concealed to manipulate pricing, fees, credits, or progression;
5. Transactions created solely to generate trade credits, Conversion, Multiplier progression, or improper commissions;
6. Artificially split, duplicated, backdated, or self-dealing Transactions.

Prohibited activity includes:

1. Concealment, layering, or integration of criminal proceeds;
2. Structuring to avoid verification, reporting, limits, fees, or sanctions screening;
3. Over-invoicing, under-invoicing, multiple invoicing, phantom shipments, false quantity, false quality, false origin, false destination, unexplained third-party settlement, and shell-company concealment;
4. Funding or supporting terrorism.

Members must not:

1. Deal with Prohibited Persons;
2. Conceal sanctioned ownership or control;
3. Use front companies or nominees to evade restrictions;
4. Misstate product, destination, end user, route, or beneficiary;
5. Export, re-export, import, disclose, or transfer controlled products, software, technology, or technical data without required authorization.

No bribes, kickbacks, secret commissions, improper rebates, false consulting agreements, facilitation payments where prohibited, or improper benefits. No concealment of taxable income, barter activity, fees, value, ownership, withholding, or accounting.

Absolute prohibition on human trafficking, forced labor, debt bondage, prohibited child labor, sexual exploitation, illegal organ trade, migrant exploitation, sale of persons, and products materially connected with such activity.

Unless expressly approved where lawful, prohibited categories include:

1. Illegal weapons, ammunition, explosives, weapon-conversion devices, chemical, biological, radiological, or mass-destruction weapons;
2. Illegal drugs, controlled substances supplied unlawfully, falsified medicines, and unlawful precursors;
3. Stolen, counterfeit, pirated, forged, serial-number-removed, or unlawfully diverted goods;
4. Illegal wildlife, ivory, timber, minerals, cultural property, hazardous waste, and environmental contraband;
5. Malware, ransomware, phishing, credential theft, hacking for unlawful purposes, illegal spyware, fake-document services, Ponzi or pyramid schemes, fake reviews, and other harmful services.

Prior written approval may be required for alcohol, tobacco, pharmaceuticals, medical devices, healthcare, chemicals, pesticides, hazardous materials, precious metals, gemstones, commodities, energy, vehicles, aircraft, vessels, real property, construction, government contracts, telecommunications, encryption, dual-use goods, defense-related goods, environmental credits, intellectual property, art, charitable fundraising, stored-value products, gift cards, digital assets, securities, financial services, lending, insurance, gambling-related activity, adult-oriented products, and agricultural products subject to biosecurity controls.

Members must not conduct unauthorized deposit taking, money transmission, currency exchange, securities dealing, investment solicitation, lending, consumer credit, insurance, third-party payment processing, escrow, trust services, remittances, or digital-asset exchange or custody.

Trade credits and membership must not be promoted as investments, deposits, securities, savings products, guaranteed returns, or ownership interests.

Members must not:

1. Create, counterfeit, duplicate, manipulate, sell, pledge, or transfer credits without authority;
2. Use sham Transactions to generate credits;
3. Use restricted, pending, disputed, reserved, or invalid credits;
4. Misrepresent credits as Cash or guaranteed liquidity;
5. Submit duplicate or false Conversion Requests;
6. Split Conversion to avoid review;
7. Direct Conversion to undisclosed beneficiaries;
8. Promise unauthorized conversion timing, rate, or guarantee.

No stolen payment credentials, false beneficiary instructions, payment diversion, fake payment claims, chargeback abuse, unexplained third-party payments, unauthorized payment processing, or misuse of escrow.

Members must not move an introduced or Exchange-administered Transaction off-platform, conceal an affiliate, split value, alter the contracting party, misstate the price, or use private communications to avoid fees, schedules, verification, or records.

No counterfeit goods, pirated software, unauthorized trademarks, stolen trade secrets, unlawfully copied content, or false ownership. Members must possess all necessary rights.

No data harvesting, scraping, selling Member contacts, unauthorized Account access, credential sharing, phishing, malware, denial-of-service attacks, circumvention of access controls, vulnerability probing without authorization, reverse engineering where prohibited, alteration of system records, or interference with other users.

No spam, deceptive marketing, harassment, threats, malicious attachments, false legal notices, misleading payment requests, or unauthorized representation of PTE. Earnings, Buyer, Seller, revenue, Trade Credit, Conversion, and guarantee claims must be accurate, substantiated, and approved where required.

No fake, purchased, undisclosed employee, self-authored, coerced, or materially altered reviews. Material relationships and incentives must be disclosed. Financial claims require evidence.

No selling or leasing Accounts, undisclosed third-party operation, duplicate Accounts to evade restrictions, use of another Member's Account, false registration, or retention of access after authority ends.

PTE may monitor Listings, Transactions, communications, Trade Credit activity, Conversion, Account access, disputes, refunds, chargebacks, and security events. PTE may request evidence, remove content, place holds, restrict functions, reverse invalid entries, reject Conversion, suspend or terminate membership, recover losses, notify providers, and report where permitted or required.

An affected Member may request review with the decision, explanation, corrected information, evidence, and requested outcome. An appeal does not automatically stay a restriction.

The Member indemnifies PTE and authorized providers against third-party claims arising from prohibited products, fraud, sanctions, tax crime, infringement, data misuse, cyber misconduct, exploitation, fee circumvention, or breach. Liability is otherwise governed by the Membership Agreement.