TRANSACTION POLICY

Trade Rules & Regulations

1.	CONTRACT AND MODIFICATION OF CONTRACT

					1.1	The following Trade Rules and Regulations (the “Rules”) constitute the contract by and among the Participating Member (“Member”) and Ormita Limited, incorporated in the Commonwealth of New Zealand, and its affiliates, all herein referred to as "Ormita".
					1.2	Any use of the Ormita Trading System (“Exchange”) to facilitate a transaction by a Member constitutes acceptance of this Transaction Policy- Trade Rules and Regulations.
					1.3	At its sole discretion Ormita may amend the Rules by giving Member thirty (30) days notice. Notices and all other conditions for membership are defined in the MEMBERSHIP AGREEMENT TRADE RULES AND REGULATIONS; available online at www.ormita.com.
					1.4	Any Ormita purchase, sale and/or access to the Ormita Online Trading Platform by a Member after the thirty day notice period constitutes acceptance by that Member of such change(s) to the Rules and the agreement of the Member to abide by the same.

2.	TRADE OBLIGATIONS & RESPONSIBILITIES

					2.1	Member agrees to sell their goods and/or services for ORMITAs at its prevailing or normally advertised prices and with the same priority given to cash customers, but may exclude ‘sale’ items.
					2.2	When selling goods or services through the Exchange a Member may charge a maximum of 50% cash with the balance of the sale price in ORMITAs as defined in the Equity Program. Some media purchases are paid at 100% ORMITAs, although these transactions may have an applicable Buyer member media agency “usage fee”. A selling member may also promote their products or service at up to 100% ORMITAs, although the selling member must provide a notification to the membership and the exchange within 30 days of this the last day of the promotion.
					2.3	Ormita has established the Exchange to allow Members to trade amongst each other on a non-cash or no more than 50% part cash basis as defined in the members Equity Program. The Equity Program defines categories of business types to promote equity and liquidity within the network. Although a member may increase the minimum trade percentage defined in the Equity Program. Unless otherwise negotiated directly with Ormita Regional Licensee, all items listed must comply with the Equity program defining the minimum % in ORMITAs and are inclusive of all country taxes, including any Value Added Tax, Sales Tax and Goods and Services Tax etc, applicable upon the sale of an item within the Seller's jurisdiction. It is up to the Buyer and Seller to negotiate the payment of these taxes, levies and duties between them. It is strongly recommended that the Seller determines these costs before listing shipping limits Seller to Pay and the Buyer investigates these costs before purchasing an item that states shipping is Buyers responsibility.
					2.4	Members with a Zero or Positive ORMITA balance may request to go on "Standby" and are not obligated to trade. If a Member request standby status the Member is required to (i) notify their registered contact (“Trade Broker” or “Broker”), and (ii) inform other Members who call for goods or services that Member is on standby and will not be accepting ORMITA’s at the present time. Member will still be liable for monthly service fees and charges even though they have participated in no transactions for that month(s).
					2.5	A Member with a negative trade balance may not refuse a trade that is equal to or less than the amount of their negative balance unless otherwise agreed, in writing, with the Ormita.
					2.6	Ormita acts as a brokerage through putting buyers and sellers together. Direct trades, or cash/trade blend transactions between Members which avoid cash transaction fees are prohibited, but if consummated they are subject to a applicable cash transaction fee payable by the buyer and/or the seller on the entire transaction at the discretion of Ormita.
					2.7	When buying products and services from another Member, the buyer must identify themselves as an Ormita Member prior to negotiating prices, or engaging sales personnel.
					2.8	TRANSACTION ASSISTANCE - Ormita will use its best efforts to assist Members to do business among themselves by, among other things, maintaining current Member information on computer files; appointing Trade Brokers to provide information on Members goods and services available through the Exchange. Member acknowledges that the sole principals in any Exchange transaction are the buying and selling Members involved, that transactions are entered into voluntarily, and neither Ormita nor the Exchange is a guarantor of any transaction or ORMITAs. Ormita will use its best efforts to record transactions accurately, to administer the Rules, and to assist in the sale of Members goods and services to other Ormita Members. However, the initiative for using the Exchanges services is exclusively that of the Member.
					2.9	AVAILABILITY OF PRODUCTS AND SERVICES - Ormita shall use its best efforts to enrol new businesses with products and services to meet the needs of Members. Ormita is not responsible if Member cannot find specific products or services or Buyers for their products and services within the Exchange.
					2.10	ADVERTISING AUTHORIZATION - Member authorizes Ormita to inform other Members of the availability of Members’ products or services. This includes listings in local, regional, national, and international directories and listings on the Internet. Except where Ormita enters into a transaction as a seller in its own right, Ormita is neither a party to sales listings nor responsible for their accuracy.
					2.11	CONTINUING SERVICES FEES AND EARNINGS - Member will pay Ormita continuing service fees for record-keeping and administrative services. The member agrees to abide by the most current version of the “Ormita Price and Fee Schedule”, found online at www.ormita.com.
					2.12	SUSPENSION - If cash fees are past due beyond sixty (60) days, Member waives all rights to the use of any positive balance of ORMITAs in Member's account and grants Ormita the right to freeze the balance until all overdue cash fees are paid. If cash fees become past due more than ninety (90) days, any Negative Balance of ORMITAs shall be immediately due and payable to Ormita in cash.

3.	ORMITA TRANSACTIONS

					3.1	TRANSACTION PROCEDURE - Ormita may refuse to post a transaction when the procedures outlined below are not followed: Ormita procedures for recording a transaction or transfer of ORMITA’s are outlined in the “Members Handbook” available online at www.ormita.com. The procedures include: Fax Transaction Form (or Multiple Transaction Fax Ledger), Telephone Banking, Buying Schedule, Online Transfer, Virtual Swipe Card (i-POS) or Swipe Card. Ormita gift certificates or script must be properly completed with account numbers and names, original signature, and date. Seller must secure an authorization number from Ormita for all transactions, at the time of sale if over 200.00 in ORMITA Credits, within 48 hours of the sale. Manual authorized transactions are posted on a regular basis Monday thru Friday during normal business hours and online processed transaction are posted real time. Ormita reserves the right to refuse to issue an authorization number if (i) the buyer does not have sufficient ORMITA Credits to cover purchases, or (ii) either party is not a Member in Good Standing.
					3.2	TRANSACTION MATERIALS - Members may use only the following materials in Ormita transactions: a) Ormita Swipe Debit Card - either through Point-Of-Sale (POS) terminal or other approved POS method; b) Ormita Gift Certificate and Script; c) Ormita Fax Form or Transaction Ledger; d) Ormita Trade Draft or Check; e) online posting procedures.
					3.3	RECORD KEEPING - Ormita will issue periodic online statements for Member reflecting account activity and amounts due and owing to Ormita. Statements will be deemed accurate as view unless Member notifies their Broker, in writing, of any discrepancy immediately. No reversals or adjustments will be entered on an account after forty-five (45) days after the statement date containing the contested transaction. Interim account activity summaries are available online at www.ormita.com or may be requested at any time. Members requesting copies of processed Ormita Transactions will be charged a research fee as per our “Ormita Price and Fee Schedule” per copy, unless the examination reveals an accounting error. Ormita operates on a monthly accounting cycle which conforms to the calendar month.
					3.4	Maintaining any written documentation of the transaction, including an authorizing signature from the Buyer, in case of dispute, is the sole responsibility of the Seller. Mailing of the original authorized Ormita transaction does not constitute waiving that responsibility. If no signed authorization from the Buyer is kept, the transaction may be reversed at the Buyer's written request, but not after 45 days after the statement date containing the contested transaction. Ormita has the right but, not the obligation, to reverse transactions as outlined in Paragraph 3.9 below, due to non-compliance with these Rules or failure to provide goods or services as represented, in which event it will be the Buyers responsibility to collect goods or services owed from the Seller. Transactions are subject to final audit and verification by Ormita and, in case of inaccuracies or non-compliance, Ormita may debit or credit Members account without notice.
					3.5	TIPS AND GRATUITIES - Member shall pay gratuities in cash at point of purchase.
					3.6	PRODUCTS SOLD BY ORMITA - On all products, gift certificates and scrip for services owned and sold by Ormita, the only warranty Ormita makes is that it has title free and clear from any lien or encumbrance. Products are sold "as is, where is". Ormita makes no warranty, either express or implied, by operation of law or otherwise, as to the merchantability or fitness for a particular purpose of such products or services, and Buyer shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty.
					3.7	DISCLAIMER OF WARRANTY AND LIABILITY - Ormita makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold Ormita harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Exchange, in which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against Ormita arising out of any computer or software malfunction or posted transactions on a Members trade account.
					3.8	TAXES - Seller shall be solely responsible to collect and remit to the appropriate taxing authorities the applicable GST, sales, excise, use or other taxes and shall collect and record these as required by law. Under no circumstances is Ormita responsible to pay any GST, PST, VAT sales, excise, use or other taxes on behalf of any Member. Transactions involving ORMITAs are generally treated as taxable events for federal, state or provincial, and local tax purposes and Ormita reports ORMITA Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold Ormita harmless for any actions Ormita takes to comply with federal, state or provincial, and local laws.
					3.9	DISPUTES –From time to time transaction(s) may be posted incorrectly or are in dispute. The member is responsible to notify and / or provide written verification to Ormita of a disputed transaction. No transactions will be reversed after forty-five (45) days from the online statement date containing the contested transaction. If such documentation is received within that time, the transaction will be reversed and / or the non-partial dispute procedure begins. This procedure and the applicable forms are defined in the Members Handbook.
					3.10	ARBITRATION - Any claim arising under this agreement or any other agreement between Ormita and Member shall be resolved by binding arbitration. The laws of the Commonwealth of New Zealand (see “Venue” Paragraph 7.8 in the Membership Agreement Rules and Regulations) shall govern all aspects of such arbitration, including its initiation, procedures, finality and enforcement.

4.	BREACHES OF RULES

					4.1	TRANSACTION RULE VIOLATIONS - Ormita has the right, but not the obligation, to inquire into complaints of Rule violations by the Member. Member grants to Ormita the right to take such actions which, at Ormitas sole discretion, are deemed necessary. Violations of the Rules may result in termination of Member's account and/or immediate adjustment to the transactions involved. If Member fails to buy from, and sell to, other Members in Good Standing in accordance with these Rules that Member will be in material breach of the Rules. If Member violates any term of the currently effective Rules, Ormita may immediately terminate Members account or may freeze all activity in the account without notice. At its sole discretion, Ormita may reinstate Member or unfreeze Members account.

5.	MISCELLANEOUS

					5.1	FAX SIGNATURES and ELECTRONIC SIGNATURES - Member agrees that Ormita can accept a faxed and/or industry standard electronic signature as an original, legal signature.
					5.2	LEGAL REQUIREMENTS - Member shall abide by applicable International, Federal, State, Commonwealth, Provincial, and/or Local laws or regulations pertaining to Exchange transactions. Ormita shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Ormita liable for any action Ormita takes to comply with applicable laws or regulations.
					5.3	WARRANTY OF INFORMATION - Member warrants that it provides all information to Ormita in good faith and that such information is accurate to the best of Member's knowledge. It is the sole responsibility of the Member to maintain the accuracy of their contact information, offerings, online advertisements and transaction activity all of which is available and maintained online at www.ormita.com in accordance and with full consideration to the “Online Terms and Conditions”. We undertake to comply with the Terms of our privacy policy which is described the Ormita Privacy Policy located on the web at www.ormita.com.

6.	DEFINITIONS

					6.1	“Account” – the Members transaction activity details, marketing and contact information.
					6.2	“Authorization”: A number or code supplied by Ormita to a seller to confirm the buyer’s eligibility to buy.
					6.3	“Buyer”: Member in a trade who receives goods or services from another Ormita Member and has their account debited in trade Credits.
					6.4	“Negative Trade Balance”: Member trade purchases exceed trade sales.
					6.5	“Member” or “Members”: A business, company, or individual that is participating in Ormita Trading System to buy and sell its products or services according to the terms, rules and regulations established by Ormita and approved by Ormita.
					6.6	"Member in Good Standing" - a Member or Member who complies with the current Rules and any other agreements in effect with Ormita, who is current in the payment of any cash or ORMITAs owing to Ormita, who has a valid Member account, and is trading within its Credit Limit is a "Member in Good Standing". Only Members in Good Standing are entitled to the services of Ormita and the Exchange.
					6.7	“Positive Trade Balance”: Member trade sales exceed trade purchases.
					6.8	“Ormita Card”: Card issued to Ormita Member and its designates to identify who has the authority to purchase goods or services from Ormita Members using the Members account so indicated on the card. A valid (authorized and unexpired) card must be presented to the seller from the buyer for any and every trade. The Ormita card is the property of Ormita and will be surrendered upon demand. Member is responsible for all purchases made with card.
					6.9	“ORMITA Credits”, “ORMITA Units”, or “ORMITAs:” A unit of accounting for each transaction that Members use within the Ormita Trading System. These are not legal tender, securities, or commodities and are not transferable. For transaction purposes, one ORMITA is equal to one equivalent national currency dollar where the Participant is registered (i.e. one trade credit in a United States Members Ormita account is equal to one U.S. Dollar) in assigning credit entries to sellers account and debit entries to buyer’s account.
					6.10	“Seller” or “Merchant”: Member in a trade who provides goods or services from another Ormita Member and has their account credited in ORMITAs.
					6.11	“Trade” or “Transaction”: A purchased or sale of a product or service between Members of the Ormita Trading System where payment is made by debiting the buyer Members account and crediting the seller Members account with ORMITAs.
					6.12	"Standby": A Member requesting to go on Standby Status must have a Zero or Positive trade balance and a member in Good Standing; as such is not obligated to trade but must notify their Broker.
					6.13	“Trade Draft” or “ORMITA Check”: The receipt that seller must fill out and present to the buyer for buyer’s signature to complete a trade transaction. Seller and buyer will retain copies of trade drafts for reconciliation of statements and in the event of a contested sale. All trade drafts must be filled out properly for the seller to receive credit.
					6.14	“Zero Trade Balance”: Member trade purchases equal trade sales.