Pima More Customers Network Membership Agreement

1. Fair Pricing: To offer products and services to other Members for Trade Dollars at regular cash prices, with the same warranties, guarantees, and level of service provided to cash customers.
2. Initial Setup: The standard initial setup fee is $0.00 cash and 0.00 Trade Dollars.
3. Transaction Fees: To pay PMCN a transaction fee equal to 10% of the total amount of each purchase made from other Members. Fees are summarized monthly and paid via the Cash Reserve. There is currently no cash transaction fee assessed to the Seller on trade sales.
4. The Cash-Savings Milestone: The Member pays $0.00 in cash or Trade Dollars to join and stay active in the directory. A network maintenance fee of 15.00 Trade Dollars per month will only activate after PMCN has successfully saved the Member a cumulative total of $1,000.00 (USD) in out-of-pocket cash expenses through trade transactions.
5. Cash Reserve: To ensure a seamless "100% trade" experience, Member agrees to maintain a $50.00 (USD) Cash Reserve. This balance automatically replenishes via the payment method on file when it falls below $30.00 (USD). These funds cover transaction fees, sales taxes, and gratuities at the point of purchase.
6. Trading Balance: To maintain a positive Trade Dollar balance. If PMCN authorizes a "trade deficit," the Member agrees to prioritize offering their services to the network until the balance is restored. No interest is charged on deficits at this time.
7. Voluntary Trading: All transactions are entered into with other Members on a voluntary basis.
8. Limitation of Liability: PMCN acts only as a record-keeper and broker. PMCN assumes no responsibility for the quality, warranty, or delivery of any product or service traded. Member agrees to exercise standard due diligence and holds PMCN harmless from any claims or disputes arising from a trade.
9. Amendments: PMCN reserves the right to modify this agreement as necessary to maintain a healthy network. Material changes will be provided in writing at least thirty (30) days prior to taking effect. Use of the PMCN network after the effective date of a change constitutes the Member’s acceptance of the new terms.
10. Trade Rules: To abide by the PMCN Trade Rules and Regulations included in and made a part of this agreement.
11. Entire Agreement: This document and the included Trade Rules constitute the entire agreement between the parties. This agreement is binding upon the Member and their successors and becomes effective only when signed by the Member, including by electronic signature or electronic acceptance, and approved by an authorized PMCN representative.
12. Authority: Each party represents that they have the full legal authority to enter into this agreement and to carry out the transactions described within.
13. Electronic Acceptance: The parties agree to conduct this transaction by electronic means. Member’s entry of initials, typed name, electronic signature, and/or selection of the acceptance button constitutes Member’s electronic signature and intent to be bound by this Agreement, including the PMCN Trade Rules and Regulations.
14. Amendments to Rules: PMCN may amend the Trade Rules from time to time on thirty (30) days’ prior notice by email and/or posting in the member portal. Amendments apply prospectively only. Continued participation in PMCN after the notice period constitutes acceptance of the amended Rules.

Trade Rules And Regulations

These Trade Rules and Regulations are part of the Membership Agreement. They are designed to ensure a fair, transparent, and successful network for all PMCN members. By participating in the network, members agree to follow these guidelines.

1. Nature of the Parties

PMCN acts as a third-party record keeper for barter transactions among its Members. Members are professionals who contract with PMCN to facilitate the exchange of goods and services. The Member is a legitimate business desiring to exchange products and services within the network.

2. Nature of Trade Dollars

A “trade” is a barter transaction where payment is made in Trade Dollars and recorded in the Member’s PMCN account. A Trade Dollar is an accounting unit used to track the value of these exchanges (1.00 Trade Dollar = $1.00 USD). Ownership of Trade Dollars represents the right to receive goods or services available from other participating Members within the PMCN network.

Trade Dollars may be used only in the manner and for the purposes set forth in these Rules. They are not legal tender, securities, or commodities. They have no cash value and may not be redeemed for U.S. Dollars (USD) from PMCN. PMCN acts as the record-keeper and does not guarantee the continuous availability of any specific product, service, or Member within the network.

3. Liability for Trade Dollars

The Member acknowledges that Trade Dollars in the PMCN system represent a relationship between Members with positive balances (creditors) and Members with negative balances (debtors). Trade transactions carry the same business risks as any standard credit transaction. Trade Dollars are the liabilities of the Members who owe the system, not of PMCN.

To maintain a healthy network, PMCN is authorized to establish a "Bad Debt Reserve" by charging all accounts a small, regular amount in Trade Dollars to be held in a reserve fund. Any positive trade balances abandoned or surrendered by former members may be directed into this fund at PMCN's discretion.

4. Trade Dollar Loans

PMCN reserves the right to grant Trade Dollar loans to any Member based on their creditworthiness and ability to repay through the network. The approval of any loan, including the amount, terms, and conditions, is at the sole discretion of PMCN management.

To protect the health of the network, PMCN may require a formal loan agreement, financial statements, or collateral before approving a trade credit line. PMCN is under no obligation to extend credit to any Member at any time. PMCN will use its best efforts to ensure the timely repayment of all trade loans to maintain the balance of the exchange.

5. Line of Credit

PMCN may establish a "Trade Credit Line" for each Member, which may be adjusted from time to time at PMCN’s discretion. Any utilized portion of this credit line is treated as a trade loan under these Rules.

To ensure the balance of the exchange, any Member in a trade deficit agrees to prioritize and offer their products or services at 100% trade until the deficit is resolved.

6. Brokerage Function

PMCN acts in a brokerage capacity to organize and facilitate trades among its Members. Responsibility for the conduct, quality, and delivery of a trade is exclusively that of the two participating Members.

PMCN will use its best efforts to accurately record trades and administer these Rules fairly. However, the Member acknowledges that the only principals in any trade are the buying and selling Members involved. PMCN is not the agent of any Member, nor is it the guarantor of any specific trade, product, service, or Trade Dollar.

7. Availability Of Products or Services

PMCN will use its best efforts to recruit new businesses and diverse services to meet the needs of all Members. However, the Member acknowledges that PMCN cannot guarantee that every purchase request can be fulfilled, nor the availability of any specific product or service at all times.

PMCN is not responsible if a Member is unable to find a specific item or service to purchase within the network.

8. Definition of Member in Good Standing

A “Member in Good Standing” is defined as a Member who conducts all trades in accordance with these Rules, is current on all cash fees (including the Cash Reserve minimum balance), and maintains an active, unexpired account.

Only Members in Good Standing are entitled to the brokerage services, trade authorizations, and support. PMCN reserves the right to suspend trade privileges for any account not in good standing until all outstanding requirements are met.

9. Payment of Fees & Operating Balance

PMCN provides the platform, record-keeping, and brokerage services that make local trading possible. To ensure a seamless experience, the Network utilizes a Prepaid Cash Reserve system:

A. Cash Reserve: Member maintains a cash balance (initially $50 USD) to cover all cash-related costs, including transaction fees and pass-through costs like sales tax or tips.

B. Automatic Top-Up: To prevent trade interruptions, when the balance falls below $30 USD, the system automatically reloads the account back to $50 USD using the payment method on file.

C. Account Standing: This automated system replaces traditional billing cycles. If a top-up payment cannot be processed, trade privileges are paused automatically and will be restored immediately once the Cash Reserve is replenished.

10. Member Identification & Security

To complete a transaction, the Buyer must provide a valid PMCN account number or present their virtual member card via the PMCN Platform on their mobile device.

The Member is solely responsible for all charges made to their account and for the security of their login credentials. PMCN is not responsible for unauthorized use of an account or digital card. In the event of a lost device or compromised password, the Member must notify PMCN immediately. The Member remains liable for any unauthorized trade activity until PMCN is formally notified. All digital and physical identification materials remain the property of PMCN and may be deactivated or recalled at any time.

11. Trade Authorization

All purchases must be authorized by PMCN at the time of sale. An Authorization Number, issued via the PMCN Platform, confirms that the Buyer has sufficient Trade Dollars or credit to complete the transaction.

PMCN is under no obligation to post or guarantee any transaction where an authorization was not obtained at the time of sale. PMCN reserves the right to decline an authorization if:

A. The Buyer lacks sufficient Trade Dollars or an approved credit line;

B. Either the Buyer or Seller is not a Member in Good Standing;

C. The Seller fails to use the PMCN automated authorization system (App/Portal) during the transaction.

12. Record keeping & Errors

PMCN may reverse or adjust transactions that violate these Rules; Sellers must then collect payment directly from the Buyer.

All transactions are subject to audit and verification. PMCN may debit or credit an account to correct inaccuracies or clerical errors without prior notice. PMCN will provide monthly statements reflecting all trade activity and any cash fees due. Statements are deemed accurate unless the Member notifies PMCN in writing of a discrepancy within 30 days of the statement date.

13. Credit & Business Verification

PMCN reserves the right to conduct a business or credit investigation as deemed appropriate before establishing or increasing a Member’s Trade Credit Line. Member authorizes PMCN to verify business references and exchange relevant credit information with reporting agencies or other trade exchanges.

Upon request, PMCN will provide the credit reporting agency's contact information if a report was obtained.

14. Remote & Telephone Transactions

For all sales conducted via telephone, internet, or where the Buyer is not physically present, the Seller must obtain an Authorization Number through the PMCN Platform prior to completing the sale or shipping goods.

PMCN is not responsible for unauthorized remote sales; Sellers should verify account status before committing to large orders.

15. Compliance with Laws and Regulations

Members shall abide by all applicable Federal, State, and local laws or regulations pertaining to any trade. PMCN is not responsible for a Member’s failure to comply with such laws, including professional licensing or safety requirements.

The Member agrees that PMCN shall not be held liable for any action taken to comply with applicable laws, tax reporting requirements, or government regulations.

16. Taxes & IRS Reporting

Members acknowledge that trade transactions are generally treated as taxable events for Federal, State, and local purposes. The declaration and reporting of all applicable taxes—including income and sales tax—rest solely with the Member.

To ensure a seamless experience, applicable sales or excise taxes are automatically calculated at the point of sale and deducted from the Buyer’s Cash Reserve. These funds are then credited to the Seller’s cash account (USD) to facilitate their tax obligations. PMCN is not responsible for the actual filing or payment of taxes on behalf of any Member.

In compliance with Federal law, PMCN is required to obtain a correct Taxpayer Identification Number (TIN/EIN) from each Member and report annual gross trade sales to the IRS on Form 1099-B. PMCN may suspend trade privileges for any account that fails to provide valid tax identification.

17. Assignment of Account

A Member’s account, including any trade credit balance, is not assignable or transferable to any other person or entity without the express prior written consent of PMCN. Any attempted transfer without such consent shall be void and may result in the immediate termination of the account.

18. Enforcement of Fair Pricing

In accordance with the Fair Pricing promise on the Membership Agreement, PMCN reserves the right to investigate any complaint of overpricing.

If a Member is found to be charging trade premiums or surcharges above their normal cash rates, PMCN may:

A. Adjust the transaction amount in the PMCN Platform to reflect the customary cash price;

B. Suspend or terminate the Member’s account for breach of contract.

19. Prohibition of Direct Trades

Members are prohibited from conducting "Direct Trades" (trading outside the PMCN Platform) with other Members to avoid transaction fees. Any trade between Members who were introduced through the PMCN network must be processed through the PMCN Platform.

If a Direct Trade is discovered, both parties are jointly liable for a 15% cash transaction fee based on the fair market value of the trade, payable immediately upon demand. Engaging in Direct Trades is a breach of contract and may result in the immediate suspension or termination of membership.

20. Honoring Trade Transactions

Members agree to honor and accept valid trade purchases from other PMCN Members in good standing, provided the Seller is not currently on "Standby" or "Reserve" status.

Refusal to honor a valid trade request while listed as an active Member constitutes a material breach of this Agreement. Member acknowledges that such refusal damages the integrity of the PMCN network and may result in liability for damages, account suspension, or termination.

21. Freezing of Account

If a Member violates any terms of this Agreement, or if PMCN identifies irregular or suspicious activity that may compromise the security of the network, PMCN may immediately "Freeze" all activity in the Member's account without prior notice.

A "Freeze" is a temporary protective measure. While an account is frozen, the Member may not buy or sell within the network. PMCN will investigate the activity and, at its sole discretion, determine whether to reinstate the Member or proceed with permanent account termination. PMCN’s decision regarding the status of an account is final and is intended to protect the collective trade balances of all Members.

22. Suspension of Trading Privileges

PMCN reserves the right, at its sole discretion, to suspend the trading privileges of any Member who is in violation of local, state, or federal law, or any Member with outstanding cash fees due to PMCN which are more than 30 days past due.

Trading privileges will be reinstated upon receipt of all past-due cash fees. If cash fees remain outstanding for more than 60 days, PMCN reserves the right to settle the debt using the Member’s trade balance (at a valuation determined by PMCN) or other means. If fees remain unpaid beyond 90 days, PMCN may permanently terminate the Member’s account.

23. Termination of Agreement

Either party may terminate this Agreement upon ten (10) days written notice. Upon termination, all outstanding cash fees and trade commissions become immediately due and payable.

A. Negative Balances: If the Member’s account has a negative trade balance (purchases exceed sales), the Member must settle the balance with acceptable products/services within 30 days. After 30 days, any remaining negative balance must be paid to PMCN in U.S. Dollars;

B. Positive Balances: If the Member has a positive trade balance, they may remain "active" for 6 months to spend their balance, provided they pay PMCN the applicable cash commissions on the total balance in advance;

C. No Cash Conversion: PMCN is under no obligation to convert Trade Dollars into U.S. Dollars;

D. Account Closure: Upon termination, digital access to the PMCN Platform will be disabled. No refunds will be issued for annual membership fees or paid commissions.

24. Amendment of Agreement

PMCN reserves the right, at its sole discretion, to modify, amend, or change the terms and conditions of this Agreement. Members will be provided with thirty (30) days' prior written notice of any such changes, which may be delivered via email or posted within the PMCN Platform.

Any purchase or sale of products or services by a Member after the thirty (30) day notice period shall constitute the Member’s full acceptance of the new provisions.

25. Fee Changes

PMCN reserves the right to modify or change annual membership fees, transaction commissions, and any applicable service fees. Members will receive thirty (30) days' prior written notice of any such changes via email or the PMCN Platform. Continued participation in the network after the thirty (30) day notice period constitutes acceptance of the new fee structure.

26. Disclaimer of Liability & Indemnification

PMCN makes no representations or warranties, express or implied, regarding any product or service traded within the network. PMCN specifically disclaims all liability concerning the quality, safety, fitness, delivery, or pricing of any trade transaction.

Members agree that all transactions are voluntary and conducted at their own risk. PMCN acts solely as a third-party record-keeper and broker, and is not an agent for any Member.

Members hereby agree to indemnify and hold PMCN and its officers harmless from any claims, debts, or liabilities arising from any transaction in which the Member participates as a buyer or seller.

27. Trade Disputes & Arbitration

All disputes regarding the quality, delivery, or terms of a trade transaction are strictly between the Buyer and the Seller. Members agree to make a good-faith effort to resolve such disputes directly.

PMCN reserves the right, but is not obligated, to act as a voluntary arbitrator to help settle disputes when PMCN determines, at its sole discretion, that such action is in the best interest of the exchange. In such cases, the decision of PMCN shall be final and binding for the purposes of adjusting trade balances within the PMCN Platform.

28. Enforcement & Legal Terms

A. Severability: If any part of this agreement is found to be unenforceable, the rest of the agreement remains in full force;

B. Collection Costs: If PMCN is forced to take legal action to collect outstanding cash fees, the Member agrees to be responsible for PMCN’s reasonable attorney’s fees and court costs;

C. Governing Law: This agreement is governed by the laws of the State of Arizona, with any proceedings held in Pima County.

29. Marketing & Advertising

By joining PMCN, Member authorizes PMCN to notify and advertise to the network the availability of the Member's products or services. This includes, but is not limited to, listings in the PMCN Platform directory, email broadcasts, and social media promotions.

Unless a Member specifically requests in writing to remain "unlisted," PMCN will actively promote the Member’s business to facilitate trade opportunities.

30. Tips and Gratuities

To support local service workers and maintain a frictionless experience, all tips and gratuities are automatically deducted from the Member’s Cash Reserve at the time of purchase.

This allows for a "100% Trade" experience at the point of sale, meaning Members do not need to provide outside cash or credit cards for gratuities. Members agree to provide a standard gratuity based on the full retail value of the transaction. PMCN Trade Dollars are used for the cost of goods and services, while the Cash Reserve settles the gratuity in U.S. Dollars for the service provider.

31. Special Projects & Service Work

For transactions involving custom orders, construction, or long-term service contracts, the following procedures apply:

Estimates: Buyers should obtain a written estimate and PMCN authorization before work begins.

Deposits: Sellers may request a deposit in Trade Dollars. If a Buyer’s PMCN balance is insufficient to cover the full project cost, the Seller may require the remaining balance be paid in U.S. Dollars.

Escrow (Funds-In-Trust): For large projects, PMCN may "reserve" Trade Dollars from the Buyer’s account into a temporary escrow status. These funds are held for the benefit of the Seller and will be fully released upon project completion and Buyer's signature.

Completion: Once work is finalized, the Seller will submit the final invoice to PMCN to complete the transfer of the remaining balance.

32. Products Owned & Sold by PMCN

For any products owned and sold directly by PMCN, the only warranty provided is that PMCN holds clear title to such products. All other items are sold "As Is" and "Where Is." Shipping and handling charges are the sole responsibility of the Buyer.

Because PMCN is a network and not a manufacturer, PMCN makes no warranties, express or implied, regarding merchantability or fitness for a particular purpose. Buyers agree to look solely to the original manufacturer or service provider for any warranty claims.

33. Security Interest

Member hereby grants PMCN a security interest in all Trade Dollars currently in the Member’s account, as well as any Trade Dollars to be credited in the future, as collateral for any unpaid cash fees, commissions, or dues.

PMCN reserves the right to apply these Trade Dollars toward any outstanding cash balance or to restrict the use of a Member's account until all cash obligations are satisfied.

34. Cash Surcharges for Low-Margin Items

While PMCN transactions are typically 100% trade at prevailing retail prices, exceptions may be made for low-margin products such as fuel, high-end electronics, or certain food items.

In these cases, a partial Cash Surcharge may be permitted to cover the Member's direct wholesale costs. Any such surcharges must be pre-approved by PMCN and clearly disclosed to the buying Member prior to the transaction.

35. Commitment and Representations

PMCN is only responsible for commitments, promises, or representations made in such a capacity in writing and signed by an authorized officer of PMCN.

No broker, agent, or employee of PMCN has the authority to bind the exchange to any obligation or representation unless such authorization is provided in writing by PMCN management. Members should rely solely on the written Terms and Conditions and official PMCN documentation.

36. No Waiver of Rights

If PMCN chooses to waive a rule or delay enforcement in a specific situation, it does not mean that rule is waived for the future. PMCN’s decision to be flexible in one instance does not limit its right to enforce the full Agreement at any other time. All legal rights and remedies remain available to PMCN to protect the integrity of the exchange.

37. Exchange Management & Allocation

Member acknowledges that PMCN is responsible for the overall health and stability of the exchange. This includes the regulation of purchases, the control of credit extensions, and the allocation of goods or services that may be in short supply.

These management actions are exercised at PMCN’s sole discretion and are necessary for the benefit of the entire network. Such decisions are a function of PMCN’s managerial duties and do not constitute preferential treatment.

38. Dissolution of the Exchange

In the event that PMCN terminates operations or ceases to do business, the following procedure shall apply to settle all accounts:

Negative Balances: Any Member with a negative Trade Dollar balance shall pay the equivalent amount in U.S. Dollars (at a rate of $1.00 USD per 1.00 Trade Dollar) into a dissolution fund.

Distribution: After the payment of all PMCN administrative and legal expenses, the remaining funds—including any physical inventory on hand—shall be distributed pro rata to Members holding positive Trade Dollar balances.

Limitation of Liability: PMCN and its officers shall not be liable to any Member for the value of Trade Dollars beyond the amount available in the dissolution fund. Members acknowledge that Trade Dollars are not a guaranteed cash deposit.

39. Member Acknowledgment and Warranty

Member acknowledges that they have received and read the currently effective PMCN Trading Rules and Regulations. Member agrees that these Rules are incorporated into and made a part of this Agreement. Member further understands that PMCN may update or amend these Rules from time to time, and continued participation in the exchange constitutes acceptance of those changes.

Member warrants that all information provided to PMCN—including business status, tax identification (EIN), and contact details—is provided in good faith and is accurate to the best of their knowledge.

40. Joint and Separate Liability (Personal Guarantee)

Upon acceptance of this Agreement and the opening of an account, both the Member (Business Entity) and the individual signing on behalf of the Member hereby assume joint and several responsibility for all purchases, trade balances, and cash fees.

The individual signing this Agreement personally guarantees the full performance of all obligations under these Rules. In the event of a default by a corporate entity, the individual signer remains personally liable for all outstanding trade deficits and cash obligations owed to PMCN.

41. Standby and Reserve Status

PMCN aims to keep the network balanced. A Member may request to be placed on "Standby Status" if their trade balance exceeds their immediate spending needs or if their business capacity is reached. While on Standby, the Member's listing will be hidden from the active directory, and they are not required to accept new trade. However, the Member remains responsible for the 15.00 Trade Dollar monthly maintenance fee (if the Cash-Savings Milestone has been met) and must continue to honor any previously committed trades or gift certificates.

42. Specification of Service Fees

All fees are established to support the brokerage and record-keeping functions of PMCN. As set forth in the Membership Agreement, the initial setup fee is $0.00 cash and 0.00 Trade Dollars. The 10% purchase transaction fee is a cash obligation paid via the Member's Cash Reserve. The monthly maintenance fee of 15.00 Trade Dollars is paid strictly in Trade Dollars and only activates once the Member reaches the Cash-Savings Milestone. PMCN reserves the right to adjust these fees in accordance with the notice provisions set forth in Rule 25 (Fee Changes). All fees are non-refundable.

43. Directory of Product and Services

PMCN will maintain a digital directory of all active Members via the PMCN Platform. It is the Member’s responsibility to ensure their business description, contact information, and trade availability are accurate. PMCN makes no warranty as to the 24/7 availability of the digital directory but will use best efforts to provide consistent access to all Members in Good Standing.