Terms of Service

Red Rock Trade — Terms of Service & Trade Rules

Operated by Red Rock Trade LLC

1. Introduction and Acceptance

These Terms of Service and Trade Rules ("Terms") govern your participation as a member of the Red Rock Trade barter exchange ("Red Rock Trade," "we," "us"), operated by Red Rock Trade LLC, a Utah limited liability company. By submitting an application, accepting the Member Agreement, or using the exchange, you agree to these Terms. If you do not agree, do not use the exchange.

These Terms form part of, and are incorporated into, the Member Agreement each member accepts at enrollment.

2. Nature of the Parties

Red Rock Trade operates a barter exchange and acts as a clearinghouse and third-party recordkeeper of barter transactions among its members. Members are legitimate businesses that contract with Red Rock Trade to organize, facilitate, and record the exchange of their goods and services with one another using trade dollars.

Red Rock Trade is not a principal to any trade, is not the agent of any member, and does not guarantee any trade or any trade dollar. The only principals in any trade are the buying member and the selling member. Red Rock Trade does not take title to, warrant, or assume responsibility for any goods or services exchanged between members.

3. Nature of Trade Dollars

A "trade" is a purchase or sale of goods or services for which payment is recorded in trade dollars (TD$) posted to a member's account. A trade dollar is an accounting unit used to record the value of trades within the exchange. One trade dollar is valued at one U.S. dollar (1 TD$ = $1.00) for recordkeeping and tax-reporting purposes.

Trade dollars:

• are not legal tender, currency, securities, commodities, stored value, or a deposit;
• represent only the right to receive goods or services available within the Red Rock Trade exchange;
• may not be redeemed for cash, except as expressly provided in Section 18 (Dissolution); and
• may be used only in the manner and for the purposes set forth in these Terms.

Red Rock Trade disclaims responsibility for the negotiability of trade dollars and for the availability of any particular goods or services from any source.

4. Trade Dollars Are Member Liabilities

Members acknowledge that positive trade-dollar balances in the system are backed by the obligations of members carrying negative balances (members who have purchased more than they have sold). A creditor/debtor relationship exists among members, and trade transactions carry the normal business risks of any credit transaction. As a general matter, trade dollars are the liabilities of members who owe the exchange, not of Red Rock Trade.

Red Rock Trade maintains a reserve account to absorb bad debt and to receive positive balances forfeited or surrendered by departing members in accordance with these Terms. The reserve is not revenue and is held to support the integrity of the exchange.

5. Lines of Credit

Red Rock Trade may, at its sole discretion, establish a line of credit for a member, allowing the member to carry a negative trade-dollar balance up to an approved limit. Use of a line of credit is treated as an obligation the member must cure by selling goods or services on trade. Credit limits may be set, adjusted, or revoked at Red Rock Trade's discretion based on the member's standing and activity. Red Rock Trade is under no obligation to extend credit.

A member who exceeds an approved credit limit may be required to sell at 100% trade until the excess is cured, and may have purchasing privileges restricted until the balance is brought within the limit.

6. Brokerage and Matching

Red Rock Trade may act in a brokerage capacity to organize and facilitate trades among members, including through brokers and automated matching tools that surface relevant providers and opportunities. Responsibility for the conduct of any trade rests exclusively with the two members participating. Red Rock Trade will use commercially reasonable efforts to facilitate trades, record them accurately, and administer these Terms, but does not guarantee that any member will find a particular good or service.

7. The Exchange Is a Limited Marketplace

A barter exchange is, by nature, a limited marketplace. Red Rock Trade will use commercially reasonable efforts to recruit members offering a range of goods and services but does not guarantee the availability of any specific good or service, and is not responsible if a member cannot find something to purchase.

8. Membership Eligibility and Good Standing

Membership is open to legitimate businesses. A "member in good standing" is one who trades in accordance with these Terms, is current on all cash fees and obligations owed to Red Rock Trade, and maintains an active account. Only members in good standing are entitled to the full services of the exchange.

9. Fees

Members agree to pay the fees applicable to their membership, which compensate Red Rock Trade for its recordkeeping, clearinghouse, brokerage, and platform services. Current fees include:

• a one-time enrollment fee charged upon approval;
• a recurring monthly membership fee (a cash portion and a trade-dollar portion); and
• a transaction fee on each trade, charged in cash to both the buyer and the seller as a percentage of the trade value.

The specific amounts of these fees are set out in Red Rock Trade's then-current fee schedule, which Red Rock Trade may update from time to time on prior notice as described in Section 19. Cash fees are billed to the payment method on file on a recurring schedule. Members authorize Red Rock Trade (and its payment processor) to charge the payment method on file for all fees and amounts due. Fees are non-refundable except where required by law.

10. Payment, Late Payment, and Card on File

Members must keep a valid payment method on file and authorize Red Rock Trade to charge it for all amounts due. If a charge fails, Red Rock Trade will attempt to collect through an automated retry and dunning process and will notify the member to update their payment method. If payment continues to fail after repeated attempts, the member's account may be frozen or suspended until the balance is cured; accounts are reinstated once the outstanding balance is paid. The specific retry cadence and freeze threshold are operational policies that Red Rock Trade may adjust from time to time. If Red Rock Trade must pursue legal action to collect amounts owed, it may recover its reasonable attorneys' fees, costs, and interest at the rate of eighteen percent (18%) per year from the date of default until payment. Members remain responsible for all amounts charged to their account.

11. Trade Authorization and Recordkeeping

Trades are recorded through the Red Rock Trade platform. Red Rock Trade may decline or reverse a transaction that does not comply with these Terms, that involves a member not in good standing, or that lacks sufficient trade dollars or available credit. All transactions are subject to audit and verification, and Red Rock Trade may correct posting errors by adjusting accounts, with notice to the affected member where practicable.

Members receive statements reflecting account activity and amounts due. A statement is deemed accurate unless the member notifies Red Rock Trade of a discrepancy in writing within thirty (30) days of the statement date.

12. Member Obligations

Members agree to:

• Sell at customary prices. Goods and services offered on trade must be priced at the member's normal, customary cash prices. Surcharging trade-dollar transactions is not permitted except in limited categories arranged in advance with Red Rock Trade.
• Honor valid trades. Members are expected to honor purchase requests from other members in good standing, except where the member is unavailable, out of stock, or on an approved reserve status.
• Not bypass the exchange. Arranging direct trades with other members specifically to avoid exchange fees is prohibited and may result in fees, suspension, or termination.
• Comply with law. Members are solely responsible for complying with all applicable laws and regulations in their trades.
• Provide accurate information. Members warrant that all information provided to Red Rock Trade is accurate and given in good faith.

13. Taxes and 1099-B Reporting

Trade-dollar transactions are generally taxable events for federal, state, and local tax purposes. Each member is solely responsible for charging and remitting any applicable sales, excise, or use taxes, and for reporting and paying all taxes arising from its trades. Red Rock Trade will not pay any member's taxes.

As a barter exchange, Red Rock Trade is required by law to collect each member's correct taxpayer identification number (TIN) and to report members' trade sales to the IRS on Form 1099-B. Members are required to provide a correct TIN and a completed Form W-9. How Red Rock Trade collects, stores, and protects this information is described in the Privacy Policy.

14. Account Freeze, Suspension, and Termination

Red Rock Trade may freeze, suspend, or terminate a member's account, with or without prior notice, for violation of these Terms, for unpaid cash fees, for unlawful conduct, or to protect the integrity of the exchange.

Either party may terminate the membership on ten (10) days' written notice. Upon termination:

• all outstanding cash fees and commissions become immediately due;
• a member with a negative trade balance must settle the balance with acceptable goods or services, or in cash, within thirty (30) days;
• a member with a positive trade balance may, for a limited spend-down period, continue to spend the balance on purchases (paying applicable cash fees), after which any remaining positive balance is forfeited to the reserve account; and
• Red Rock Trade has no obligation to convert a positive trade-dollar balance to cash, except as provided in Section 18 (Dissolution).

There is no refund of enrollment or membership fees on termination.

15. Disclaimer of Warranties

The exchange and platform are provided "as is" and "as available." Red Rock Trade makes no warranties, express or implied, regarding any good or service traded between members, including as to merchantability, fitness for a particular purpose, quality, delivery, or price. All goods and services are provided by members, and buyers look solely to the providing member for any warranty or recourse.

16. Limitation of Liability

To the maximum extent permitted by law, Red Rock Trade will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss arising from trades between members, unavailability of goods or services, or the value or use of trade dollars. In no event will Red Rock Trade's total aggregate liability arising out of or relating to the exchange or these Terms exceed the total cash fees paid by the member to Red Rock Trade in the twelve (12) months preceding the event giving rise to the claim.

Members agree to indemnify and hold Red Rock Trade harmless from claims arising out of their trades or their breach of these Terms.

17. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Between members: Disputes about a trade are solely between the buyer and seller. Red Rock Trade may, at its discretion, assist informally but is not obligated to resolve member-to-member disputes.

Between a member and Red Rock Trade: The parties will first attempt to resolve any dispute informally. Any dispute not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Washington County, Utah. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. Disputes will be arbitrated only on an individual basis. The member and Red Rock Trade each waive any right to bring or participate in a class, collective, or representative action. (Counsel to confirm any arbitration opt-out window and customary carve-outs, e.g., small-claims and injunctive relief.)

18. Dissolution

If Red Rock Trade ceases to operate the exchange, members with a negative trade position must pay the amount they owe in cash (1 TD$ = $1.00) into a fund. That fund, less expenses, will be distributed pro rata to members holding positive trade-dollar positions, to the extent funds permit. Members in a positive position will receive cash for their trade dollars only to the extent of available funds, and Red Rock Trade will not be liable beyond that distribution. This is the only circumstance in which trade dollars may be converted to cash.

19. Changes to These Terms

Red Rock Trade may modify these Terms or its fee schedule on thirty (30) days' prior notice (by posting and/or email). Continued use of the exchange after the notice period constitutes acceptance of the changes.

20. Governing Law and Venue

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws principles. Subject to Section 17 (Arbitration), the exclusive venue for any permitted court proceeding is Washington County, Utah.

21. Personal Guarantee

The individual who accepts these Terms and the Member Agreement on behalf of a member business represents that they are authorized to bind that business. Any personal guarantee of the business's obligations, if required, is set out in the Member Agreement accepted at enrollment.

22. General

These Terms, together with the Member Agreement and Privacy Policy, are the entire agreement between the member and Red Rock Trade regarding the exchange. If any provision is held unenforceable, the remainder stays in effect. Red Rock Trade's failure to enforce a right is not a waiver. A member may not assign its account without Red Rock Trade's written consent. Red Rock Trade is bound only by commitments made in writing by an authorized officer; brokers and staff have no authority to bind the company.

23. Contact

Questions about these Terms: support@redrocktrade.co