Review the coordinated documents governing Countertrade’s contract-scheduled trade model: every Member is both Buyer and Seller, submits mandatory Buying and Selling Schedules, and activates membership through executed Countertrade Contracts.
Every Member participates as both Buyer and Seller. Countertrade accepts a Buying Schedule and Selling Schedule, matches each accepted obligation to a corresponding counterparty, and executes Countertrade Contracts that activate membership. Accepted Selling Schedules receive contractual buyer coverage; accepted Buying Schedules receive contractual seller coverage. Later transactions are performance of those precontracted obligations.
Governs membership activation, services, Buying and Selling Schedules, Multiplier progression, Trade Credit accounts, fees, settlement, Cash Conversion, refunds and general membership terms.
Governs mandatory Buying and Selling Schedules, pre-transaction Contract Matching, contractual buyer and seller coverage, performance, settlement, compliance, default remedies and replacement-counterparty allocation.
Defines electronic delivery, consent, signer authority, electronic signatures, notices, record retention, withdrawal of consent and access to durable agreement copies.
Explains earnings illustrations, revenue expectations, Trade Credit characteristics, Multiplier progression, Cash Conversion and the distinction between contractual credit and cash.
Explains how personal and organizational data is collected, used, protected, retained and transferred, and the privacy rights and choices available to individuals.
Explains essential and optional cookies, analytics and related technologies, consent records, browser controls, retention periods and how preferences may be changed.
| Principal agreements | 2 |
| Consents & disclosures | 2 |
| Privacy documents | 2 |
| Total package documents | 6 |
| Membership record | Unified |
| Buying & Selling | Scheduled |
| Trade Credit | Accounted |
| Counterparty coverage | Precontracted |
| Membership data | Single record |
| Document review | Tracked |
| Electronic consent | Agreement 3 |
| Accepted package | Generated |
| Contracting party | Countertrade Pte Ltd |
| State contract law | Delaware |
| Dispute process | AAA / ICDR |
| Arbitration seat | Wilmington, DE |
EXECUTION COPY
COUNTERTRADE MASTER MEMBERSHIP, SCHEDULE AND TRADE CREDIT AGREEMENT Membership activation, plan services, Buying and Selling Schedules, Multiplier progression, Trade Credit accounts, fees, settlement, Cash Conversion, refunds, and general membership terms. |
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A single integrated agreement
| Document ID | CT-MMSTCA-2026-2.0 |
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| Version | 2.0 - Consolidated Edition |
| Effective Date | July 12, 2026 |
| Issued by | Countertrade |
| Business Address | 633 West Fifth Street, 26th and 28th Floors, Downtown Los Angeles, California 90071, United States |
Membership Agreement
Buying Schedule and Selling Schedule Agreement
Trade Credit, Cash Settlement and Conversion Terms
Membership Fees, Transaction Fees, Conversion Fees and Refund Policy
Marketplace, Transaction and Compliance Agreement
Electronic Communications, Records and Signature Consent
Member Earnings, Transaction Results and Trade Credit Disclosure
Privacy Policy
Cookie Policy and Cookie Consent Notice
Transaction Confirmation and Settlement Authorization Form for each Transaction
IMPORTANT MEMBERSHIP AND FINANCIAL NOTICE Countertrade is a paid business-to-business platform. Membership provides contracted services and capacity; it does not by itself guarantee a completed purchase, completed sale, revenue, profit, Cash Conversion, or any particular financial result. Trade credits are contractual accounting units, not legal tender, bank deposits, securities, cryptocurrency, interest-bearing instruments, or guaranteed Cash equivalents. |
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The executed agreement, its Parts, appendices, Order Form, and incorporated documents must be read together.
PART I - FORMATION AND MEMBERSHIP FOUNDATION
Article 1 - Parties and agreement
Article 2 - Purpose and integrated structure
Article 3 - Acceptance and effective date
Article 4 - Order of priority
Article 5 - Definitions and interpretation
Article 6 - PARTIES
Article 7 - MEMBERSHIP STRUCTURE
Article 8 - SERVICES
Article 9 - APPLICATION AND APPROVAL
Article 10 - MEMBER OBLIGATIONS
PART II - BUYING SCHEDULES, SELLING SCHEDULES, AND MULTIPLIER PROGRESSION
Article 11 - PURPOSE
Article 12 - DEFINITIONS
Article 13 - UNIVERSAL PAID ACTIVATION
Article 14 - BUYING SCHEDULE
Article 15 - SELLING SCHEDULE
Article 16 - LEGAL STATUS
Article 17 - APPROVAL PROCESS
Article 18 - MULTIPLIER PROGRESSION
Article 19 - QUALIFYING PERFORMANCE
Article 20 - EVIDENCE
Article 21 - FEES
Article 22 - MISSED OBLIGATIONS
Article 23 - CURE AND EXCEPTIONS
Article 24 - ADJUSTMENTS
Article 25 - NO EARNINGS GUARANTEE
Article 26 - MEMBER REPRESENTATIONS
Article 27 - RECORDS AND AUDIT
Article 28 - DISPUTES
PART III - TRADE CREDIT, CASH SETTLEMENT, AND CONVERSION
Article 29 - SCOPE AND INCORPORATION
Article 30 - DEFINITIONS
Article 31 - CREATION AND ALLOCATION
Article 32 - MEMBER ACCOUNTS AND LEDGER RECORDS
Article 33 - RESERVATION AND RELEASE
Article 34 - TRANSFERS
Article 35 - PERMITTED USE
Article 36 - PROHIBITED USE
Article 37 - CASH SETTLEMENT
Article 38 - CASH CONVERSION
Article 39 - FEES AND SETOFF
Article 40 - REVERSALS AND CORRECTIONS
Article 41 - EXPIRATION, SUSPENSION, AND RETIREMENT
Article 42 - TAX AND ACCOUNTING
Article 43 - SECURITY AND UNAUTHORIZED ACTIVITY
Article 44 - DISCLAIMER AND RISK
Article 45 - LIABILITY AND INDEMNIFICATION
Article 46 - RECORDS, NOTICES, AND DISPUTES
PART IV - FEES, BILLING, CANCELLATION, AND REFUNDS
Article 47 - SCOPE
Article 48 - DEFINITIONS
Article 49 - FEE TRANSPARENCY
Article 50 - MEMBERSHIP ACTIVATION AND SUBSCRIPTION
Article 51 - BUYING TRANSACTION FEE
Article 52 - SELLING TRANSACTION FEE
Article 53 - CONVERSION TRANSACTION FEE
Article 54 - THIRD-PARTY CHARGES
Article 55 - TAXES
Article 56 - PAYMENT METHODS
Article 57 - INVOICES AND DUE DATES
Article 58 - AUTHORIZED DEDUCTIONS AND SETOFF
Article 59 - MEMBERSHIP CANCELLATION
Article 60 - ACTIVATION REFUNDS
Article 61 - SUBSCRIPTION AND RENEWAL REFUNDS
Article 62 - TRANSACTION FEE REVERSALS
Article 63 - DUPLICATE OR ERRONEOUS PAYMENTS
Article 64 - NONREFUNDABLE ITEMS
Article 65 - REFUND REQUESTS
Article 66 - CHARGEBACKS
Article 67 - FEE DISPUTES
Article 68 - CHANGES
Article 69 - ENFORCEMENT
PART V - GENERAL MEMBERSHIP TERMS
Article 70 - MARKETPLACE AND TRANSACTIONS
Article 71 - VERIFICATION AND COMPLIANCE
Article 72 - MEMBER ACCOUNTS AND SECURITY
Article 73 - INTELLECTUAL PROPERTY
Article 74 - CONFIDENTIALITY AND NON-CIRCUMVENTION
Article 75 - PRIVACY AND DATA
Article 76 - WARRANTIES AND DISCLAIMERS
Article 77 - LIMITATION OF LIABILITY
Article 78 - INDEMNIFICATION
Article 79 - SUSPENSION AND TERMINATION
Article 80 - MEMBER CANCELLATION AND REFUNDS
Article 81 - RECORDS, ELECTRONIC COMMUNICATIONS, AND NOTICES
Article 82 - DISPUTE RESOLUTION
Article 83 - GENERAL
PART I - FORMATION AND MEMBERSHIP FOUNDATION
The legal relationship between Countertrade and the Member, activation, services, Member responsibilities, and the architecture of the consolidated agreement.
This Master Membership, Schedule and Trade Credit Agreement ("Agreement") is between Countertrade ("Countertrade", "Countertrade", "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 Countertrade 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 Countertrade 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 Countertrade ("Countertrade") and the business identified in the Membership Order Form ("Member"). Each signatory represents that they have authority to bind the relevant party.
1. Countertrade is a contract-based scheduled-trade exchange, not a conventional marketplace in which businesses post speculative listings and wait for buyers or sellers.
2. Every approved Member participates as both a Buyer and a Seller and must submit, maintain, and perform an approved Buying Schedule and an approved Selling Schedule.
3. Membership is activated only when Countertrade has approved both Schedules, matched them to corresponding counterparties, and the applicable Countertrade Contracts have been executed, subject to required fees, verification, and compliance approval.
4. An accepted Selling Schedule receives contractual buyer coverage, and an accepted Buying Schedule receives contractual seller coverage, in each case through the governing Countertrade Contracts and subject to their terms.
5. Transactions processed after activation are performances of precontracted obligations, not speculative responses to public listings.
Subject to plan, jurisdiction, compliance, and written approvals, Countertrade may provide:
1. Membership activation and Account administration;
2. Verification and compliance review;
3. Buying and Selling Schedule structuring, approval, maintenance, and administration;
4. Contract Matching and counterparty allocation for accepted Schedules;
5. Preparation, execution, administration, and monitoring of Countertrade Contracts;
6. Transaction Confirmation and settlement administration for performance under those contracts;
7. Trade Credit Account administration;
8. Cash and mixed-settlement coordination where approved;
9. Multiplier progression administration;
10. Cash Conversion request administration;
11. Statements, notices, records, support, training, and dispute administration;
1. The Member must provide accurate corporate, ownership, authority, tax, banking, product, service, and compliance information.
2. Countertrade 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.
1. Membership begins only after required activation fees are paid, verification and compliance review are completed, both Schedules are accepted, and the applicable Countertrade Contracts are executed.
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.
PART II - BUYING SCHEDULES, SELLING SCHEDULES, AND MULTIPLIER PROGRESSION
The universal paid-activation model, Schedule status, qualifying performance, progression, evidence, cure, and adjustment.
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 purchase obligations and budget capacity accepted in the Member’s Buying Schedule and placed under contractual seller coverage.
"Approved Selling Capacity" means the sale obligations and production or supply capacity accepted in the Member’s Selling Schedule and placed under contractual buyer coverage.
"Binding Schedule Obligation" means an accepted Buying Schedule or Selling Schedule obligation incorporated into a Countertrade Contract, including the applicable product or asset, quantity or capacity, price or budget range, specifications, and performance timeline.
"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 payment initiates onboarding, verification, Schedule structuring, Contract Matching, contract preparation, and initial progression administration.
4. Payment alone does not compel Countertrade to accept a Schedule or activate a Member. If Countertrade declines the application before contract execution, the applicable refund or cancellation terms govern.
The Buying Schedule is the Member’s binding purchase plan and must identify, as applicable:
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.
An accepted Buying Schedule is not evidence of a completed purchase. It becomes a precontracted purchase obligation when incorporated into a Countertrade Contract, and it is completed only through performance and settlement under that contract.
The Selling Schedule is the Member’s binding supply plan and must identify, as applicable:
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;
An accepted Selling Schedule is not evidence of a completed sale. It becomes a precontracted sale obligation when incorporated into a Countertrade Contract, and it is completed only through performance and settlement under that contract.
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. Countertrade may verify capacity, funding, inventory, licensing, demand, pricing, and compliance.
3. Countertrade 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.
3. Countertrade may maintain levels from 1X through a maximum stated in the plan, including a 100X framework where applicable.
4. No Member automatically earns the maximum.
5. Countertrade 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, Countertrade 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 Schedule performance, Contract Matching, counterparty allocation, settlement, or Account access where permitted by this Agreement;
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.
Countertrade 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. Countertrade guarantees contractual buyer coverage for accepted Selling Schedules and contractual seller coverage for accepted Buying Schedules only as stated in the governing Countertrade Contracts. This does not guarantee profit, margin, Cash revenue, liquidity, flawless performance, or any result beyond the stated contractual remedy.
4. Historical or projected results do not guarantee future financial results; contractual coverage and financial outcome are distinct.
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. Countertrade may retain schedule versions, evidence, decisions, and performance history for at least seven years.
2. Countertrade 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. Countertrade may preserve records, place administrative holds, and maintain the current level while the dispute is unresolved.
PART III - TRADE CREDIT, CASH SETTLEMENT, AND CONVERSION
Trade Credit creation, Accounts, reservation, transfer, permitted use, Cash settlement, approved Conversion, corrections, risk, and records.
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 Countertrade 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. Countertrade 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 Countertrade.
2. Ledger records may show Available, Pending, Reserved, Restricted, Disputed, Reversed, Retired, or other statuses.
3. The authenticated Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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 Countertrade'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. Countertrade 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. Countertrade may reject or delay Conversion when liquidity, compliance, provider, legal, technical, or transaction conditions are not satisfied.
1. Members authorize Countertrade to calculate, invoice, deduct, or collect applicable fees.
2. Countertrade 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.
Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade does not provide investment, tax, accounting, banking, or legal advice.
1. Liability is governed by the Membership Agreement.
2. Members indemnify Countertrade 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.
PART IV - FEES, BILLING, CANCELLATION, AND REFUNDS
Membership Activation and subscription fees, the 3% Buying Fee, 7% Selling Fee, 10% Conversion Fee, payment, deductions, refunds, chargebacks, and fee disputes.
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. Countertrade 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. Countertrade 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. Countertrade 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 Countertrade, 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 Countertrade;
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 Countertrade 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. Countertrade 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.
Countertrade 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. Countertrade 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. Countertrade will review the calculation, Fee Base, status, deductions, and evidence.
3. Undisputed amounts remain due.
4. Final disputes follow the Membership Agreement.
1. Countertrade 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 scheduled-trade access, Contract Matching, contract administration, or performance processing;
3. Schedule or progression freeze;
4. Trade Credit holds;
5. Conversion holds;
6. Collection;
7. Setoff;
8. Termination;
9. Other contractual remedies.
PART V - GENERAL MEMBERSHIP TERMS
Marketplace gateway provisions, compliance, Account security, intellectual property, confidentiality, privacy, warranties, liability, suspension, records, disputes, and general clauses.
1. Countertrade provides a contract-based scheduled-trade system in which accepted Buying and Selling Schedules are matched and incorporated into Countertrade Contracts before transaction performance begins.
2. An accepted Schedule and completed Contract Matching are binding only through the executed Countertrade Contract; a later Transaction Confirmation records or administers performance under that pre-existing obligation.
3. Each Transaction is performed under the Marketplace, Transaction and Compliance Agreement, the applicable Countertrade Contract, and any accepted Transaction Confirmation or Settlement Authorization Form.
4. Buyer and Seller contract directly unless Countertrade is expressly identified as a direct party.
5. Countertrade is not the manufacturer, supplier, Buyer, Seller, bank, insurer, or escrow holder by default.
1. Countertrade may conduct identity, business, beneficial-ownership, sanctions, PEP, adverse-media, Source-of-Funds, product, export, import, tax, and fraud reviews.
2. Countertrade may impose holds, limits, reserves, restrictions, enhanced review, or rejection.
3. Members must not use Countertrade for money laundering, terrorist financing, sanctions evasion, fraud, bribery, tax evasion, counterfeit trade, human exploitation, or prohibited activity.
4. Countertrade 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. Countertrade may require multifactor authentication and transaction-specific approvals.
4. The Member must report unauthorized activity immediately.
5. Countertrade may suspend access to protect Accounts, Transactions, funds, trade credits, or data.
1. Countertrade 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 Countertrade 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 Countertrade 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. Countertrade guarantees contractual counterparty coverage for accepted Schedules as defined in executed Countertrade Contracts, but does not guarantee profit, product quality, uninterrupted service, counterparty performance without default, or Cash Conversion.
5. If a contracted counterparty defaults or becomes unable to perform, Countertrade may allocate or contract a replacement counterparty in accordance with the governing Countertrade Contract. Remedies, timing, limits, and exclusions are controlled by that contract.
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, Countertrade's aggregate liability is limited to fees paid to Countertrade 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 Countertrade 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.
Countertrade 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 Countertrade 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.
The following forms support implementation of this Agreement. The applicable completed and accepted version becomes part of the Member record.
| Category | Product / Service | Period | Capacity | Cash % | Trade Credit % | Legal Status | Evidence |
|---|---|---|---|---|---|---|---|
| Category | Product / Service | Period | Capacity | Cash % | Trade Credit % | Legal Status | Evidence |
|---|---|---|---|---|---|---|---|
Member Legal Name: ______________________________________________________________________
Member Account: ______________________________________________________________________
Review Period: ______________________________________________________________________
Current Level: ______________________________________________________________________
Current Multiplier: ______________________________________________________________________
Qualifying Buying Value: ______________________________________________________________________
Qualifying Selling Value: ______________________________________________________________________
Fees Current: ______________________________________________________________________
Compliance Current: ______________________________________________________________________
Disputes Resolved: ______________________________________________________________________
Next-Level Decision: ______________________________________________________________________
Conditions / Reasons: ______________________________________________________________________
Countertrade Reviewer: ______________________________________________________________________
Review Date: ______________________________________________________________________
[ ] The Member confirms the Membership Activation and subscription fees stated in the Order Form.
[ ] The Member acknowledges the standard 3% Buying Transaction Fee.
[ ] The Member acknowledges the standard 7% Selling Transaction Fee.
[ ] The Member acknowledges the standard 10% Cash Conversion Fee.
[ ] The Member understands these fees are separate.
[ ] The Member understands Trade Credits are not Cash or bank deposits.
[ ] The Member understands Cash Conversion is separate and conditional.
By signing or electronically accepting this Master Membership, Schedule and Trade Credit Agreement, each signatory confirms that the signatory has reviewed the complete Agreement, has authority to bind the represented party, and agrees to the provisions, incorporated documents, fees, dispute terms, and electronic execution rules applicable to the relationship.
EXECUTION ACKNOWLEDGMENT The parties intend this document to be one integrated agreement. When the Membership Order Form or execution record designates this Consolidated Edition as controlling, it supersedes the prior standalone versions listed on the cover solely with respect to the same subject matter. Separate privacy notices, Cookie choices, electronic consent, earnings disclosures, and transaction-specific confirmations remain separate as stated. |
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The Member has reviewed the Membership Order Form and this full Agreement.
The Member understands that every Member participates as both Buyer and Seller, maintains both a Buying Schedule and a Selling Schedule, and activates Membership through executed Countertrade Contracts providing corresponding seller and buyer coverage.
The Member understands the Multiplier is a capacity and progression mechanism, not an automatic earnings multiplier.
The Member accepts the 3% Buying, 7% Selling, and 10% Conversion fee rules unless a different signed rate applies.
The Member understands that Trade Credits are contractual accounting units and that Conversion is separate and conditional.
COUNTERTRADE Legal Entity: Countertrade Legal / Trading Name: __________________________________ Authorized Signatory: __________________________________ Title: __________________________________ Signature: __________________________________ Date: __________________________________ Email: __________________________________ |
MEMBER Legal Entity: __________________________________ Legal / Trading Name: __________________________________ Authorized Signatory: __________________________________ Title: __________________________________ Signature: __________________________________ Date: __________________________________ Email: __________________________________ |
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Electronic signatures and counterparts are permitted under the separate Electronic Communications, Records and Signature Consent and applicable law.
EXECUTION COPY
COUNTERTRADE MARKETPLACE, TRANSACTION AND COMPLIANCE AGREEMENT Buying and Selling Schedules, Contract Matching, Countertrade Contract formation and performance, Buyer and Seller duties, verification, sanctions, acceptable use, prohibited activity, enforcement, and commercial disputes. |
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A single integrated agreement
| Document ID | CT-MTCA-2026-2.0 |
|---|---|
| Version | 2.0 - Consolidated Edition |
| Effective Date | July 12, 2026 |
| Issued by | Countertrade |
| Business Address | 633 West Fifth Street, 26th and 28th Floors, Downtown Los Angeles, California 90071, United States |
Marketplace and Transaction Rules
Master Transaction Agreement
Member Verification, KYC, Sanctions and Compliance Agreement
Acceptable Use and Prohibited Transactions Policy
Master Membership, Schedule and Trade Credit Agreement
Electronic Communications, Records and Signature Consent
Member Earnings, Transaction Results and Trade Credit Disclosure
Privacy Policy
Cookie Policy and Cookie Consent Notice
Transaction Confirmation and Settlement Authorization Form for each Transaction
IMPORTANT TRANSACTION AND COMPLIANCE NOTICE This Agreement is the standing framework accepted once for Marketplace participation and future Transactions. It does not itself approve any individual purchase or sale. Buyer and Seller must separately approve a Transaction Confirmation and Settlement Authorization Form for every Transaction. Countertrade is not the Buyer, Seller, bank, insurer, titleholder, or escrow holder unless expressly identified in a separate signed record. |
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The executed agreement, its Parts, appendices, Order Form, and incorporated documents must be read together.
PART I - AGREEMENT FOUNDATION AND CONTRACT-SCHEDULED TRADE RULES
Article 1 - Parties and standing acceptance
Article 2 - Purpose and integrated structure
Article 3 - Relationship to other documents
Article 4 - Order of priority
Article 5 - Definitions and interpretation
Article 6 - PURPOSE AND APPLICATION
Article 7 - CONTRACT-SCHEDULED ACCESS
Article 8 - SELLING SCHEDULES
Article 9 - BUYING SCHEDULES
Article 10 - CONTRACT MATCHING
Article 11 - COMMUNICATIONS
Article 12 - OFFERS, QUOTATIONS, AND ORDERS
Article 13 - TRANSACTION FORMATION
Article 14 - SETTLEMENT
Article 15 - FEES
Article 16 - DELIVERY AND PERFORMANCE
Article 17 - INSPECTION AND ACCEPTANCE
Article 18 - TRANSACTION STATUS
Article 19 - REVIEWS AND TESTIMONIALS
Article 20 - PROHIBITED SCHEDULED-TRADE CONDUCT
Article 21 - RESTRICTED CATEGORIES
Article 22 - MEMBER DUE DILIGENCE
Article 23 - DISPUTES
Article 24 - REFUNDS, RETURNS, AND REVERSALS
Article 25 - MONITORING AND ENFORCEMENT
Article 26 - RECORDS
Article 27 - LIABILITY AND INDEMNIFICATION
Article 28 - CHANGES
PART II - MASTER TRANSACTION TERMS
Article 29 - PARTIES AND ROLE
Article 30 - SCOPE
Article 31 - FORMATION
Article 32 - DOCUMENT PRIORITY
Article 33 - TRANSACTION CONFIRMATION
Article 34 - PRODUCTS AND SERVICES
Article 35 - PRICE
Article 36 - SETTLEMENT
Article 37 - FEES
Article 38 - PAYMENT AND ESCROW
Article 39 - TAXES AND DOCUMENTATION
Article 40 - DELIVERY
Article 41 - TITLE AND RISK
Article 42 - INSPECTION AND ACCEPTANCE
Article 43 - WARRANTIES
Article 44 - RETURNS AND CHANGE ORDERS
Article 45 - CANCELLATION AND DEFAULT
Article 46 - NOTICE AND CURE
Article 47 - REMEDIES
Article 48 - INTELLECTUAL PROPERTY AND CONFIDENTIALITY
Article 49 - PRIVACY AND COMPLIANCE
Article 50 - FORCE MAJEURE
Article 51 - RECORDS AND AUDIT
Article 52 - LIABILITY
Article 53 - DISPUTES, LAW, AND ARBITRATION
Article 54 - GENERAL
PART III - VERIFICATION, KYC, SANCTIONS, AND COMPLIANCE
Article 55 - PURPOSE AND SCOPE
Article 56 - MEMBER INFORMATION
Article 57 - INDIVIDUAL VERIFICATION
Article 58 - BENEFICIAL OWNERSHIP
Article 59 - AUTHORITY
Article 60 - BUSINESS PURPOSE AND CAPACITY
Article 61 - SOURCE OF FUNDS, VALUE, AND WEALTH
Article 62 - THIRD-PARTY PAYMENTS
Article 63 - SANCTIONS
Article 64 - POLITICALLY EXPOSED PERSONS
Article 65 - ANTI-BRIBERY, AML, AND TAX CRIME
Article 66 - PRODUCT AND TRADE COMPLIANCE
Article 67 - MONITORING
Article 68 - ENHANCED DUE DILIGENCE
Article 69 - ONGOING REVIEW
Article 70 - HOLDS, RESTRICTIONS, AND TERMINATION
Article 71 - DISCLOSURE AND REPORTING
Article 72 - PRIVACY, SECURITY, AND RECORDS
Article 73 - MEMBER WARRANTIES
Article 74 - LIABILITY, INDEMNITY, AND DISPUTES
PART IV - ACCEPTABLE USE AND PROHIBITED TRANSACTIONS
Article 75 - GENERAL STANDARD
Article 76 - ILLEGAL ACTIVITY
Article 77 - FRAUD AND FALSE INFORMATION
Article 78 - SHAM AND MANIPULATIVE TRANSACTIONS
Article 79 - FINANCIAL CRIME
Article 80 - SANCTIONS, EXPORT, AND IMPORT
Article 81 - BRIBERY AND TAX EVASION
Article 82 - HUMAN EXPLOITATION
Article 83 - PROHIBITED PRODUCTS AND SERVICES
Article 84 - RESTRICTED CATEGORIES
Article 85 - UNAUTHORIZED FINANCIAL ACTIVITY
Article 86 - TRADE CREDIT AND CONVERSION MISUSE
Article 87 - PAYMENT AND ESCROW MISUSE
Article 88 - FEE CIRCUMVENTION
Article 89 - INTELLECTUAL PROPERTY
Article 90 - DATA AND CYBERSECURITY
Article 91 - COMMUNICATIONS AND CLAIMS
Article 92 - REVIEWS AND TESTIMONIALS
Article 93 - ACCOUNT MISUSE
Article 94 - MONITORING AND ENFORCEMENT
Article 95 - APPEAL
Article 96 - LIABILITY AND INDEMNITY
PART I - AGREEMENT FOUNDATION AND CONTRACT-SCHEDULED TRADE RULES
Standing acceptance, Buying and Selling Schedules, Contract Matching, Countertrade Contracts, communications, performance status, reviews, Member due diligence, disputes, and Exchange enforcement.
This Marketplace, Transaction and Compliance Agreement ("Agreement") is between Countertrade ("Countertrade", "Countertrade", "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 contract-scheduled trade. Membership activates after both Schedules are accepted and the applicable Countertrade Contracts are executed. Each performance event may also require a Transaction Confirmation and Settlement Authorization Form.
This single integrated Agreement governs Buying and Selling Schedules, Contract Matching, Countertrade Contract formation and performance, communications, settlement, fees, delivery, title, risk, inspection, acceptance, warranties, disputes, refunds, reversals, compliance, and Exchange enforcement.
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.
"Selling Schedule" means the Member’s binding plan identifying the products or services it will supply, with fixed price or approved price formula, quantity or capacity, specifications, delivery or performance date or timeline, territory, and settlement terms.
"Contract Matching" means Countertrade’s allocation of accepted Buying and Selling Schedule obligations to counterparties for inclusion in one or more Countertrade Contracts. "Countertrade Contract" means the executed bilateral, multilateral, or Exchange-administered agreement that establishes those obligations and the remedies for nonperformance.
This Part governs mandatory Buying and Selling Schedules, Contract Matching, Countertrade Contract formation, communications, performance confirmations, delivery evidence, acceptance, disputes, refunds, reversals, and conduct. Countertrade is not a conventional listing marketplace: transactions are contracted before performance.
1. Every Member participates as both a Buyer and a Seller.
2. Each Member must submit and maintain one or more Buying Schedules and Selling Schedules in the form and frequency required by Countertrade.
3. Access may be conditioned on verification, compliance, capacity, payment of fees, Schedule approval, and execution of the applicable Countertrade Contracts.
4. Membership activates only after both required Schedules are accepted, Contract Matching is completed, and the applicable Countertrade Contracts are executed.
5. Countertrade may restrict access by plan, jurisdiction, category, risk, compliance, capacity, or provider availability.
A Selling Schedule must accurately state:
1. Product or service identity and description;
2. Specifications, grade, condition, certifications, and lawful origin;
3. Quantity, production capacity, or service capacity;
4. Fixed price or Countertrade-approved price formula and currency;
5. Delivery or performance date, recurring schedule, or fixed timeline;
6. Territory, location, shipping, insurance, title, and risk terms;
7. Cash, Trade Credit, or mixed-settlement terms;
8. Taxes, fees, warranty, returns, inspection, and acceptance terms;
9. Licenses, restrictions, exclusions, and compliance requirements;
10. Evidence of authority, ownership, supply capacity, and ability to perform.
An accepted Selling Schedule is a binding supply commitment when incorporated into a Countertrade Contract. Countertrade shall establish corresponding buyer contracts covering the accepted scheduled sale obligations.
Selling Schedules must not be false, misleading, counterfeit, stolen, prohibited, duplicated, manipulative, or created solely to generate Trade Credits or fees.
A Buying Schedule must accurately state:
1. Product, service, item, or asset required;
2. Required specifications, grade, condition, certifications, and permitted substitutions;
3. Quantity or recurring volume;
4. Fixed budget or approved budget range and currency;
5. Required delivery or performance date, recurring schedule, or fixed timeframe;
6. Territory, destination, shipping, inspection, and acceptance requirements;
7. Cash, Trade Credit, or mixed-settlement terms;
8. Licenses, restrictions, exclusions, and compliance requirements.
An accepted Buying Schedule is a binding purchase commitment when incorporated into a Countertrade Contract. Countertrade shall establish corresponding seller contracts covering the accepted scheduled purchase obligations.
1. Countertrade matches accepted Schedules using product or service compatibility, quantity, price or budget, specifications, territory, timing, settlement mix, capacity, compliance, risk, and other contract criteria.
2. Contract Matching is performed to establish contractual buyer coverage for each accepted Selling Schedule and contractual seller coverage for each accepted Buying Schedule.
3. The Member authorizes Countertrade to structure bilateral, multilateral, reciprocal, chained, or Exchange-administered Countertrade Contracts as reasonably required to align the Schedules.
4. Countertrade may correct, withhold, or revise an allocation before execution for error, illegality, conflict, capacity, risk, or compliance reasons. After execution, changes require the contractually permitted amendment, substitution, or remedy process.
1. Communications must relate to legitimate Schedule, contract, delivery, settlement, compliance, or dispute activity.
2. Members must respond within stated contract or Exchange deadlines and preserve complete records.
3. Countertrade may route, record, monitor, and retain communications required to form, administer, evidence, or enforce Countertrade Contracts.
4. Members must not bypass Countertrade, divert assigned counterparties, or privately modify an obligation to avoid fees, controls, or contract terms.
5. Informal communications do not amend an executed Countertrade Contract unless the contract’s amendment requirements are satisfied.
1. Countertrade may issue a Schedule Confirmation summarizing the accepted Buying and Selling Schedule obligations.
2. Countertrade shall prepare or facilitate the applicable Countertrade Contract identifying counterparties, obligations, price or budget, quantity, specifications, timeline, settlement, evidence, default, substitution, and remedies.
3. A Transaction Confirmation or Settlement Authorization Form records a performance event under the Countertrade Contract and does not convert a speculative listing into a sale.
4. If documents conflict, the Countertrade Contract controls the matched obligation; this Agreement controls standing Exchange rules; and the Master Agreement controls Membership and Account matters, unless an instrument expressly states otherwise.
5. No Member may rely on an oral promise or informal message that contradicts an executed Countertrade Contract.
1. A Schedule becomes contractually binding when accepted by Countertrade and incorporated into a Countertrade Contract executed through an approved method.
2. Membership activates when the Member’s required Buying and Selling Schedules are both covered by executed Countertrade Contracts and all fees, verification, and compliance conditions are satisfied.
3. The parties may execute electronically, in counterparts, or through authorized electronic agents.
4. Each executed Countertrade Contract must identify the obligor, beneficiary, subject matter, quantity or capacity, price or budget formula, specifications, timeline, settlement, conditions, exclusions, evidence, default, remedies, and replacement-counterparty rights.
5. If a contracted Buyer or Seller defaults, withdraws, or becomes unable to perform, Countertrade may allocate and contract a qualified replacement counterparty to assume the affected obligation, subject to the governing contract.
6. Replacement allocation preserves contractual coverage but does not erase accrued defaults, damages, defenses, payment obligations, or other remedies unless expressly agreed.
7. Completed purchase, sale, revenue, Trade Credit allocation, and settlement are recognized only as performance occurs and the required evidence and acceptance conditions are satisfied.
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.
Countertrade 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. Countertrade 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.
Countertrade 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.
Countertrade verification supports contract formation and risk controls but is not a representation that a counterparty will perform without default. Contractual coverage, replacement rights, and remedies are governed by the executed Countertrade Contract.
1. A party must submit a written Dispute Notice with evidence.
2. Countertrade may preserve records, facilitate communication, and place reasonable holds.
3. Undisputed amounts may be released where separable.
4. Countertrade 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.
Countertrade may:
1. Request information;
2. Suspend or revise Schedules or counterparty allocations where contractually permitted;
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. Countertrade may retain records for at least seven years.
3. Authenticated Countertrade 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.
Countertrade 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.
PART II - MASTER TRANSACTION TERMS
The direct Buyer-Seller contract, formation, documents, Deliverables, price, settlement, fees, payment, escrow, taxes, delivery, title, risk, acceptance, warranties, default, remedies, liability, and arbitration.
1. "Buyer" and "Seller" are the Members identified in the Transaction Confirmation.
2. Buyer and Seller are the Transaction Parties.
3. Countertrade is a direct Transaction Party only when expressly identified.
4. Countertrade may structure Schedules, match obligations, generate and administer Countertrade Contracts, verify Members, maintain Trade Credit Accounts, calculate fees, coordinate providers, preserve records, and support disputes.
5. Countertrade guarantees contractual buyer and seller coverage for accepted Schedules as provided in executed Countertrade Contracts, but verification and administration do not guarantee profit, flawless performance, product quality, 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 Countertrade 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.
Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade liability follows the Membership Agreement and is ordinarily limited to fees paid to Countertrade for the Transaction or the Order Form cap.
5. Countertrade 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. Countertrade 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.
PART III - VERIFICATION, KYC, SANCTIONS, AND COMPLIANCE
Business and individual verification, ownership and authority, Source of Funds and Wealth, sanctions, PEP review, AML, monitoring, EDD, ongoing review, holds, reporting, privacy, and records.
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.
Countertrade 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. Countertrade 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.
Countertrade 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 without default. Contract remedies and any replacement-counterparty process remain governed by the applicable Countertrade Contract.
Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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. Countertrade 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 Countertrade 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.
Countertrade 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.
Countertrade may place reasonable holds or impose limits on:
1. Activation;
2. Contract-scheduled trade 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. Countertrade may suspend or terminate for false documents, concealed ownership, serious illegal activity, repeated evasion, or unacceptable legal risk.
Countertrade may disclose information to authorities, courts, regulators, tax bodies, banks, escrow providers, payment processors, insurers, advisers, and fraud-prevention providers where required or permitted. Countertrade may be prohibited from notifying the Member of certain reports or investigations.
1. Information is processed under the Privacy Policy.
2. Countertrade 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 Countertrade 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. Countertrade need not disclose confidential methods, legal advice, security controls, or information facilitating evasion.
PART IV - ACCEPTABLE USE AND PROHIBITED TRANSACTIONS
The lawful-use standard, prohibited conduct and products, restricted categories, financial and Trade Credit misuse, cybersecurity, claims, Account misuse, monitoring, appeal, and indemnity.
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 Countertrade, 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 Countertrade. 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.
Countertrade may monitor Schedules, Contract Matching, Countertrade Contracts, Transactions, communications, Trade Credit activity, Conversion, Account access, disputes, refunds, chargebacks, and security events. Countertrade may request evidence, restrict performance processing, preserve records, or take other contractually permitted action.
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 Countertrade 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.
These checklists support administration of the Agreement. The transaction-specific Transaction Confirmation and Settlement Authorization Form remains the controlling form for each deal.
[ ] True legal Member identity and authorized representative
[ ] Accurate product or service description, quantity, quality, condition, origin, and capacity
[ ] Price or pricing method and Cash / Trade Credit settlement preference
[ ] Territory, delivery, inspection, acceptance, warranty, tax, and licensing terms
[ ] No counterfeit, stolen, prohibited, sanctioned, misleading, duplicated, or sham content
[ ] Supporting documents and expiration or availability period
| Control | Status | Notes / Evidence |
|---|---|---|
| Buyer and Seller verified | [ ] Complete [ ] Pending [ ] N/A | |
| Beneficial ownership and authority current | [ ] Complete [ ] Pending [ ] N/A | |
| Commercial purpose and pricing supportable | [ ] Complete [ ] Pending [ ] N/A | |
| Source of Funds and third-party payments reviewed | [ ] Complete [ ] Pending [ ] N/A | |
| Sanctions / PEP / adverse-media review complete | [ ] Complete [ ] Pending [ ] N/A | |
| Product, export, import, end-use, and end-user review complete | [ ] Complete [ ] Pending [ ] N/A | |
| Cash and Trade Credit capacity confirmed | [ ] Complete [ ] Pending [ ] N/A | |
| Escrow and payment destinations verified | [ ] Complete [ ] Pending [ ] N/A | |
| Required licenses and insurance obtained | [ ] Complete [ ] Pending [ ] N/A | |
| Transaction Confirmation approved | [ ] Complete [ ] Pending [ ] N/A |
Member: ____________________________________________________________________
Proposed Product / Service: ____________________________________________________________________
Category: ____________________________________________________________________
Jurisdictions: ____________________________________________________________________
Buyer / Seller / End User: ____________________________________________________________________
Commercial Purpose: ____________________________________________________________________
Estimated Value: ____________________________________________________________________
Cash / Trade Credit Mix: ____________________________________________________________________
Licenses / Authorizations: ____________________________________________________________________
Source of Funds: ____________________________________________________________________
Risk Controls: ____________________________________________________________________
Requested Approval Period: ____________________________________________________________________
Decision: ____________________________________________________________________
Conditions: ____________________________________________________________________
Reviewer: ____________________________________________________________________
Date: ____________________________________________________________________
Transaction Reference: ____________________________________________________________________
Disputing Party: ____________________________________________________________________
Other Party: ____________________________________________________________________
Date: ____________________________________________________________________
Issue: ____________________________________________________________________
Cash Amount: ____________________________________________________________________
Trade Credit Amount: ____________________________________________________________________
Contractual Basis: ____________________________________________________________________
Facts and Supporting Evidence: ____________________________________________________________________
Requested Hold: ____________________________________________________________________
Requested Remedy: ____________________________________________________________________
Authorized Signatory: ____________________________________________________________________
By signing or electronically accepting this Marketplace, Transaction and Compliance Agreement, each signatory confirms that the signatory has reviewed the complete Agreement, has authority to bind the represented party, and agrees to the provisions, incorporated documents, fees, dispute terms, and electronic execution rules applicable to the relationship.
EXECUTION ACKNOWLEDGMENT The parties intend this document to be one integrated agreement. When the Membership Order Form or execution record designates this Consolidated Edition as controlling, it supersedes the prior standalone versions listed on the cover solely with respect to the same subject matter. Separate privacy notices, Cookie choices, electronic consent, earnings disclosures, and transaction-specific confirmations remain separate as stated. |
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The Member understands that this Agreement is accepted once but each Transaction requires a separate Transaction Confirmation and Settlement Authorization Form.
The Member understands that Buyer and Seller contract directly unless Countertrade is expressly identified as a direct party.
The Member accepts the verification, beneficial ownership, sanctions, Source of Funds, monitoring, and ongoing review requirements.
The Member agrees not to engage in prohibited, sham, fraudulent, sanctioned, exploitative, infringing, or fee-circumventing activity.
The Member accepts the transaction formation, delivery, acceptance, warranty, default, liability, governing-law, and arbitration provisions.
COUNTERTRADE Legal Entity: Countertrade Legal / Trading Name: __________________________________ Authorized Signatory: __________________________________ Title: __________________________________ Signature: __________________________________ Date: __________________________________ Email: __________________________________ |
MEMBER Legal Entity: __________________________________ Legal / Trading Name: __________________________________ Authorized Signatory: __________________________________ Title: __________________________________ Signature: __________________________________ Date: __________________________________ Email: __________________________________ |
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Electronic signatures and counterparts are permitted under the separate Electronic Communications, Records and Signature Consent and applicable law.
COUNTERTRADE
ELECTRONIC COMMUNICATIONS CONSENT
Electronic Records and Signature Consent
Website Document Version: 1.0
Effective Date: July 12, 2026
Last Updated: July 13, 2026
ISSUED AND ADMINISTERED BY
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
ARTICLE 1 — AGREEMENT TO TRANSACT ELECTRONICALLY
ARTICLE 2 — RECORDS AND DELIVERY METHODS
ARTICLE 3 — TECHNICAL REQUIREMENTS
ARTICLE 4 — ELECTRONIC SIGNATURE METHODS
ARTICLE 5 — AUTHORITY
ARTICLE 6 — SECURITY
ARTICLE 7 — ATTRIBUTION
ARTICLE 8 — ELECTRONIC TRANSACTIONS
ARTICLE 9 — AUTOMATED SYSTEMS AND ERRORS
ARTICLE 10 — NOTICES AND RECEIPT
ARTICLE 11 — PAPER COPIES
ARTICLE 12 — WITHDRAWAL
ARTICLE 13 — RETENTION AND ACCESS
ARTICLE 14 — ORIGINALS, COUNTERPARTS, AND SPECIAL DOCUMENTS
ARTICLE 15 — EVIDENCE
ARTICLE 16 — PRIVACY AND CONFIDENTIALITY
ARTICLE 17 — RISKS AND OUTAGES
ARTICLE 18 — INTERNATIONAL RECOGNITION
ARTICLE 19 — LIABILITY AND INDEMNITY
ARTICLE 20 — ACKNOWLEDGMENT
IMPORTANT ELECTRONIC CONSENT NOTICE By accepting this Consent, the Member agrees that Countertrade may provide, execute, obtain, maintain, and rely on electronic agreements, disclosures, notices, applications, Order Forms, Schedules, Listings, Orders, Transaction Confirmations, settlement instructions, Trade Credit instructions, Conversion documents, invoices, statements, compliance requests, policy updates, authorizations, amendments, disputes, signatures, and other records. |
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1. The Member affirmatively agrees to conduct the Countertrade relationship electronically.
2. The Consent covers applications, activation, renewals, Accounts, verification, Buying and Selling Schedules, Contract Matching, Countertrade Contracts, Transactions, Cash, Trade Credits, Conversion, fees, statements, notices, disputes, suspension, and termination.
3. Additional approval may be required for a specific Transaction or high-risk action.
4. Electronic form changes delivery and execution method, not substantive rights.
Countertrade may deliver records through:
1. Email or email links;
2. Member Account and dashboard;
3. Secure document centre;
4. Support ticket;
5. Signature, payment, or escrow platform;
6. Downloadable PDF, HTML, text, spreadsheet, image, or structured form;
7. Website or in-platform notice.
Required written records will be made reasonably viewable, downloadable, savable, or printable where applicable.
The Member must have:
1. Internet-capable device;
2. Supported browser;
3. Valid email;
4. PDF capability;
5. Storage and download capability;
6. Ability to print or obtain a print;
7. Telephone or authentication device where required;
8. Appropriate business security controls.
Material technical changes affecting access may require notice, alternative format, or renewed consent where legally required.
Permitted methods include:
1. “I Agree,” “Accept,” or signature checkbox;
2. Typed or drawn name;
3. Signature image;
4. Digital certificate or electronic seal;
5. Signing service;
6. One-time code or multifactor authentication;
7. Authenticated Account approval;
8. Approved email confirmation;
9. Another intentional electronic action.
The interface should identify the document, action, signer, bound party, intent, and review opportunity.
1. Every person signing for the Member warrants authority.
2. Countertrade may require board resolutions, powers of attorney, incumbency certificates, or Account permissions.
3. Transaction limits, dual signatures, categories, settlement authority, and expiration must be disclosed.
4. Unauthorized signatures, impersonation, credential misuse, and signing after authority ends are prohibited.
Members must protect usernames, passwords, codes, tokens, certificates, recovery codes, email Accounts, and devices. Countertrade may require passwords, multifactor authentication, device review, IP review, callback verification, dual authorization, certificates, transaction codes, or manual review. Suspected compromise must be reported immediately.
An electronic record or signature may be attributed based on:
1. Credentials and authentication;
2. Email and Account;
3. IP, device, date, time, and audit trail;
4. Digital certificate or one-time code;
5. Authority records;
6. Prior conduct and context;
7. Confirmation messages and surrounding evidence.
Audit trails are evidence but do not prevent credible challenges based on fraud, identity theft, lack of authority, coercion, technical error, or compromise.
1. A Transaction may become binding through an accepted Transaction Confirmation, authenticated approval, signature, approved Order, authorized email where permitted, funding, Trade Credit authorization, or other stated method.
2. Material terms must be reasonably available before binding approval.
3. Mere viewing or download is not acceptance unless clearly and lawfully stated.
4. Trade Credit and Conversion submissions are not complete until the System of Record shows the applicable final status.
5. High-risk actions may require enhanced authentication.
1. Electronic agents may validate forms, perform Contract Matching and allocate counterparties, calculate fees, record balances, generate documents, route approvals, send notices, and detect risk.
2. A contract may be formed through automated systems where the process and law recognize it.
3. Review and correction opportunities will be provided where reasonably practical.
4. Errors must be reported promptly with the record, date, error, intended action, value used, evidence, and requested correction.
5. An error report does not automatically cancel a binding Transaction.
1. Countertrade may send contractual notices to the Account, registered email, Account Administrator, legal contact, billing contact, or Transaction signatory.
2. A record may be sent when properly directed and leaving the sender’s control.
3. It may be received when it enters the designated or regularly used system and is available for retrieval, even before being opened, subject to applicable law.
4. An Account-posted record may be delivered when available and accompanied by notice where reasonably required.
5. Members must keep contact details current and may not deliberately interfere with delivery.
1. Members may request available paper copies.
2. Electronic copies may be free.
3. Reasonable printing, certification, notarization, apostille, courier, or shipping charges may apply after disclosure and acceptance, where lawful.
4. No charge applies where law requires free paper delivery.
1. Consent may be withdrawn prospectively through the Account, support system, or info@tradecreditbank.biz.
2. Prior electronic records, signatures, notices, Transactions, and obligations remain valid.
3. Because Countertrade is primarily electronic, withdrawal may restrict or end online Accounts, Schedules, Countertrade Contracts, Transactions, Trade Credit transfers, Conversion, statements, verification, or support.
4. Existing Transactions and accrued obligations remain.
5. A specific pending authorization may be revoked only where the applicable stage, agreement, and law permit.
1. Countertrade may retain accessible, accurate, reproducible, and protected electronic records for at least seven years after the relevant relationship, Transaction, Conversion, dispute, or Account activity.
2. Longer retention may apply for litigation, tax, sanctions, fraud, security, legal hold, or enforcement.
3. Members should download important records before Account closure.
4. Later copies are subject to identity, authority, confidentiality, legal, availability, and permitted fee requirements.
1. The authoritative electronic record may serve as the original where lawful.
2. Documents may be signed in electronic or paper counterparts.
3. Scans and reproductions may be treated as copies subject to authenticity and integrity.
4. Some wills, family documents, court or safety notices, negotiable instruments, government filings, physical-possession records, notarized instruments, or other legally excluded documents may require special treatment.
5. Countertrade may require wet ink, witnesses, notarization, apostille, legalization, or paper originals.
Electronic records may evidence formation, acceptance, authority, notice, Account access, instructions, payment, Trade Credit activity, Conversion, delivery, acceptance, and disputes. Parties will not object solely because a record is electronic, but may raise authenticity, alteration, fraud, authority, privilege, hearsay, relevance, or other lawful objections.
Electronic systems may process name, email, title, company, signature, Account ID, time, IP, device, authentication, document activity, certificate, and communications. Processing follows the Privacy Policy. Members must secure inboxes, downloaded documents, devices, recipients, and printed copies.
Electronic communications may be affected by delivery failure, spam filtering, phishing, malware, compromise, interception, device loss, corruption, outages, provider failure, formatting, and time zones. Sensitive instructions must use approved channels. Countertrade may provide alternative channels during outages.
Electronic-signature rules vary by jurisdiction, document, authority, bank, registry, and provider. Countertrade may require local certificates, identity checks, notarization, witnessing, apostille, registration, or paper execution and does not guarantee universal third-party acceptance.
1. Liability follows the Membership Agreement.
2. Countertrade is not liable for Member-controlled failures such as incorrect contact details, failure to review notices, credential sharing, insecure devices, failure to remove users, unsupported software, or unapproved channels, to the extent lawful.
3. The Member indemnifies Countertrade and authorized providers for third-party claims arising from unauthorized signatures, false authority, credential sharing, fraudulent instructions, or Member security failure.
4. Non-excludable liability remains.
Primary Electronic Notice Email: __________________________ Member: ______________________________________________ Authorized Signatory: _________________________________ Signature: __________________________ Date: _________
Countertrade
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
COUNTERTRADE
EARNINGS AND TRADE CREDIT DISCLOSURE
Member Earnings, Transaction Results and Trade Credit Disclosure
Website Document Version: 1.0
Effective Date: July 12, 2026
Last Updated: July 13, 2026
ISSUED AND ADMINISTERED BY
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
ARTICLE 1 — SCOPE
ARTICLE 2 — CORE DISCLOSURES
ARTICLE 3 — CAPACITY VERSUS RESULTS
ARTICLE 4 — MULTIPLIER AND 100X
ARTICLE 5 — BUYING AND SELLING RESULTS
ARTICLE 6 — CASH AND TRADE CREDIT COMPONENTS
ARTICLE 7 — CASH CONVERSION
ARTICLE 8 — FEES AND NET RESULTS
ARTICLE 9 — BUYER, CUSTOMER, AND GUARANTEE CLAIMS
ARTICLE 10 — PROJECTIONS
ARTICLE 11 — HISTORICAL AND TYPICAL RESULTS
ARTICLE 12 — SUBSTANTIATION
ARTICLE 13 — TESTIMONIALS AND CASE STUDIES
ARTICLE 14 — ADVERTISING AND DISCLOSURE PLACEMENT
ARTICLE 15 — MATERIAL RISKS
ARTICLE 16 — NO INVESTMENT REPRESENTATION
ARTICLE 17 — CORRECTION AND RECORDKEEPING
ARTICLE 18 — ACKNOWLEDGMENT
IMPORTANT FINANCIAL RESULTS DISCLOSURE Membership provides services and contractual capacity, not automatic earnings. A Membership Plan, Schedule, Multiplier, Trade Credit allocation, Listing, match, proposed Transaction, or projection is not a completed purchase, completed sale, revenue, Cash, income, or profit. Trade Credit Balance, Gross Transaction Value, Cash Component, Gross Revenue, Net Cash Proceeds, Income, and Net Profit are different measurements. |
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This Disclosure controls claims concerning:
1. Membership benefits and capacity;
2. Buyers, Sellers, customers, and Transactions;
3. Revenue, income, Cash, profit, savings, or growth;
4. Trade Credits and Cash Conversion;
5. Multiplier and 100X claims;
6. Historical results, projections, calculators, testimonials, and case studies.
1. Membership is paid.
2. Membership alone does not produce a Transaction or financial result.
3. Results depend on verification, products, pricing, capacity, funding, demand, negotiation, delivery, acceptance, fees, taxes, costs, counterparty performance, compliance, and other business conditions.
4. Only qualifying Completed Transactions may be described as completed.
5. Refunds, reversals, chargebacks, disputes, and cancellations must be reflected in claimed results.
1. Approved Buying Capacity is the maximum authorized purchasing level, not earnings.
2. Approved Selling Capacity is the maximum authorized selling level, not a sale or revenue.
3. A plan label or headline does not independently create a financial promise.
4. A specific enforceable commitment must appear in a signed agreement.
1. A Multiplier governs prospective capacity, service access, progression, Trade Credit allocation, or another defined plan benefit.
2. It is not an automatic Cash, revenue, profit, or investment multiplier.
3. “Up to” states a maximum and requires progression conditions.
4. A 100X claim must define what is multiplied, the starting point, maximum, period, conditions, fees, settlement type, whether it is capacity or completed performance, and any remedy.
5. “Earn 100X” or similar language must not be used without exact, prominent definition and substantiation.
6. Unless a definitive signed guarantee states otherwise, 100X does not mean 100 times the fee in Cash or profit.
1. An accepted Buying Schedule is a precontracted purchase obligation once incorporated into an executed Countertrade Contract; it is not a completed purchase until performance and settlement occur.
2. An accepted Selling Schedule is a precontracted sale obligation once incorporated into an executed Countertrade Contract; it is not a completed sale until performance and settlement occur.
3. Countertrade guarantees contractual seller coverage for accepted Buying Schedules and contractual buyer coverage for accepted Selling Schedules in accordance with the governing Countertrade Contracts.
4. Contractual coverage does not guarantee profit, margin, Cash revenue, liquidity, timing without interruption, or performance without default. Those outcomes depend on the contract terms, Member performance, counterparties, costs, taxes, market conditions, and available remedies.
5. If a contracted counterparty defaults or becomes unable to perform, replacement allocation and other remedies are governed by the applicable Countertrade Contract.
1. Cash-only, Trade-Credit-only, and mixed Transactions must be described accurately.
2. A mixed result must separately disclose Cash and Trade Credit components.
3. Trade Credit allocation or balance is not Cash income, a bank balance, or guaranteed receivable.
4. A reference currency does not guarantee immediate Conversion, rate, timing, or liquidity.
1. Eligible trade credits may be converted only through approved mechanisms.
2. Conversion requires active membership, eligible credits, verification, compliance, supporting records, provider availability, and a Conversion Confirmation.
3. Possession of credits does not mean approval or completed Cash payment.
4. The standard Conversion Transaction Fee is 10% of the Gross Approved Conversion Amount.
5. Net Cash Proceeds may also be reduced by taxes, withholding, bank, escrow, foreign-exchange, provider, and outstanding obligations.
6. Conversion may be described as completed only after irrevocable Cash settlement.
Unless a different signed rate applies:
1. Selling Transaction Fee: 7%;
2. Buying Transaction Fee: 3%;
3. Conversion Transaction Fee: 10%.
These fees are separate. Profit claims must deduct all material costs, fees, taxes, refunds, losses, labor, overhead, finance, and other expenses.
1. Every accepted Selling Schedule receives contractual buyer coverage and every accepted Buying Schedule receives contractual seller coverage through executed Countertrade Contracts. This is a guarantee of contractual coverage, not a representation that performance has already been completed.
2. Any claim describing a guaranteed Buyer, Seller, customer, sale, purchase, or contract-covered volume must accurately identify the governing Countertrade Contract, obligor, beneficiary, subject matter, volume, price or budget, period, conditions, exclusions, evidence, default rules, replacement rights, and remedy.
3. Countertrade’s verification, matching, and administration do not guarantee third-party performance without default. The Member’s protection consists of the binding obligations, replacement-counterparty provisions, and remedies stated in the Countertrade Contract.
4. Informal email, advertisement, oral statement, testimonial, or presentation cannot enlarge or contradict the contractual coverage stated in an executed Countertrade Contract.
A projection must:
1. Be labeled as projected or illustrative;
2. Identify the period, plan, assumptions, volume, pricing, settlement mix, fees, expenses, taxes, timing, and dependencies;
3. Avoid presenting maximum capacity as certain performance;
4. Explain material risks and sensitivity;
5. Not be described as actual, typical, certain, automatic, or guaranteed without evidence and contractual basis.
1. Claims must identify the relevant Member population, period, numerator, denominator, and eligibility criteria.
2. Zero, inactive, unsuccessful, refunded, or negative-result Members must not be excluded where the exclusion would mislead.
3. Average and Median must be distinguished.
4. Exceptional results are not typical.
5. “Results not typical” does not cure a misleading claim.
6. Typicality requires relevant evidence.
Before publication, the responsible person must possess evidence supporting the exact amount, period, population, geography, plan, settlement mix, fees, costs, result type, and conditions. Reliable evidence may include Transaction Confirmations, bank and escrow records, Trade Credit ledger records, invoices, delivery and acceptance records, tax records, financial statements, and independent verification.
1. Testimonials must reflect honest experience.
2. They cannot communicate unsupported claims.
3. Payment, free membership, discounts, trade credits, referral fees, employment, ownership, or other material connections must be disclosed.
4. Financial case studies require verification of Transactions, Cash, trade credits, fees, expenses where profit is claimed, Conversion, refunds, special assistance, and typicality.
5. Composite or anonymized cases must be disclosed accurately.
6. Fake or altered testimonials are prohibited.
1. The overall impression must be truthful.
2. Material qualifications must be close to the claim and reasonably visible before payment.
3. Fine print cannot contradict a headline.
4. Disclosures must work on desktop, mobile, email, video, social media, and other media.
5. Calculators and charts must identify inputs, assumptions, units, periods, gross versus net, Cash versus Trade Credit, and projected versus actual data.
Members may experience no Transactions, lower volume, delays, defaults, disputes, costs, tax liabilities, unused Trade Credits, Conversion limits, provider failure, technology outages, legal changes, currency risk, and business loss.
Membership and trade credits do not provide ownership, equity, interest, dividends, deposits, securities, or passive investment returns. They must not be marketed as shares, bonds, notes, investment contracts, savings, speculative tokens, or guaranteed returns.
1. Inaccurate or unsupported claims must be corrected or withdrawn.
2. Claim wording, approvals, data, evidence, advertisements, population definitions, complaints, and corrections should be retained for at least seven years after use.
3. Countertrade may require removal, correction, disclosure, or substantiation and may suspend or terminate for serious deception.
The Member acknowledges the distinction between contractual coverage and completed performance; capacity and performance; Cash and Trade Credits; gross and net; projection and guarantee; and the standard 3%, 7%, and 10% fees.
Member: ______________________________________________ Authorized Signatory: _________________________________ Signature: __________________________ Date: _________
Countertrade
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
COUNTERTRADE
PRIVACY POLICY
Website Document Version: 1.0
Effective Date: July 12, 2026
Last Updated: July 13, 2026
ISSUED AND ADMINISTERED BY
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
ARTICLE 1 — RESPONSIBLE ORGANIZATION
ARTICLE 2 — SCOPE AND ROLES
ARTICLE 3 — INFORMATION COLLECTED
ARTICLE 4 — SOURCES
ARTICLE 5 — PURPOSES
ARTICLE 6 — LEGAL BASES
ARTICLE 7 — SENSITIVE PERSONAL INFORMATION
ARTICLE 8 — AUTOMATED PROCESSING
ARTICLE 9 — DISCLOSURES
ARTICLE 10 — SALE, SHARING, AND TARGETED ADVERTISING
ARTICLE 11 — COOKIES
ARTICLE 12 — MARKETING
ARTICLE 13 — INTERNATIONAL TRANSFERS
ARTICLE 14 — RETENTION
ARTICLE 15 — SECURITY
ARTICLE 16 — ACCURACY
ARTICLE 17 — PRIVACY RIGHTS
ARTICLE 18 — REQUEST PROCESS
ARTICLE 19 — CALIFORNIA
ARTICLE 20 — EEA AND UNITED KINGDOM
ARTICLE 21 — SINGAPORE
ARTICLE 22 — CHILDREN
ARTICLE 23 — DEIDENTIFIED INFORMATION
ARTICLE 24 — THIRD-PARTY LINKS
ARTICLE 25 — LEGAL PROCESS AND COMPLAINTS
ARTICLE 26 — CHANGES AND CONTACT
IMPORTANT PRIVACY NOTICE This Policy explains how Countertrade collects, uses, discloses, protects, transfers, retains, and responds to rights concerning Personal Information used for applications, membership, verification, Accounts, Marketplace activity, Transactions, Trade Credits, settlement, Cash Conversion, support, marketing, security, and legal compliance. |
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The responsible organization is Countertrade. Privacy requests may be sent to info@tradecreditbank.biz with the subject “Privacy Request.”
1. This Policy covers applicants, Members, owners, directors, officers, Authorized Users, employees, counterparties, beneficiaries, website visitors, marketing contacts, vendors, and other identifiable persons.
2. Countertrade ordinarily acts as controller or responsible business for membership and platform purposes.
3. Countertrade may act as processor or service provider where it processes information solely under documented Member instructions.
4. Members must have lawful authority to supply information about other persons.
5. Independent banks, escrow providers, payment processors, authorities, and external websites maintain their own privacy practices.
Countertrade may collect:
1. Business and contact data;
2. Names, birth dates, nationality, residential and business addresses;
3. Government ID and tax identifiers;
4. Entity, registration, licensing, ownership, control, and authority records;
5. Account credentials, permissions, activity, and security logs;
6. Bank, payment, escrow, Source-of-Funds, financial, invoice, refund, and chargeback data;
7. Trade Credit balances, allocations, transfers, holds, reversals, and Conversion data;
8. Buying and Selling Schedules, Contract Matching, counterparty allocations, Countertrade Contracts, performance confirmations, delivery, acceptance, disputes, and Transaction data;
9. Sanctions, PEP, adverse-media, compliance, product, export, import, tax, and fraud records;
10. Emails, tickets, forms, feedback, testimonials, and other communications;
11. IP address, device, browser, cookies, pages, links, approximate location, and technical logs;
12. Marketing preferences and engagement;
13. Images, signatures, video verification, product and delivery photographs;
14. Inferences concerning risk, preferences, matching, security, and service needs.
Information may come from:
1. The individual;
2. A Member, employer, owner, or representative;
3. A Buyer, Seller, beneficiary, or other Transaction party;
4. Identity, sanctions, fraud, bank, payment, escrow, shipping, analytics, advertising, security, tax, and other authorized providers;
5. Government, corporate, court, regulatory, professional, public, and news sources;
6. Cookies, logs, tags, pixels, local storage, and similar technologies.
Countertrade may process information to:
1. Review, approve, activate, administer, renew, suspend, and terminate membership;
2. Verify identity, entity, ownership, authority, capacity, sanctions, PEP, Source of Funds, and compliance;
3. Operate Accounts, Schedules, Contract Matching, Countertrade Contracts, Transactions, Trade Credit ledger, payments, escrow, fees, refunds, and Cash Conversion;
4. Provide support, security alerts, training, notices, and dispute administration;
5. Prevent fraud, account takeover, payment diversion, sanctions evasion, Trade Credit manipulation, and cybercrime;
6. Meet tax, accounting, sanctions, legal-process, regulatory, record, and contractual obligations;
7. Improve, test, analyze, secure, and develop services;
8. Conduct lawful business-to-business marketing, referral, advertising, event, survey, and testimonial activity;
9. Support financing, investment, merger, sale, restructuring, or other corporate transactions subject to safeguards.
Where required, processing may rely on:
1. Contract and pre-contract steps;
2. Legal obligation;
3. Legitimate interests, balanced against rights;
4. Consent;
5. Legal claims, fraud prevention, safety, or recognized public interests.
Consent may be withdrawn prospectively, but other lawful bases and retention duties may continue.
Countertrade may process government IDs, credentials, financial-account information, citizenship, residency, biometric identity checks where used, sanctions and PEP information, criminal-allegation information where lawful, precise location where specifically requested, and private communications. Such information is used only for requested services, verification, security, payments, compliance, fraud prevention, legal obligations, or claims. Countertrade does not intend to infer unrelated sensitive traits for advertising.
Automated tools may assist identity verification, fraud and sanctions screening, transaction monitoring, Account security, risk scoring, Contract Matching, counterparty allocation, and advertising measurement. Human review may be used for materially significant decisions where required or appropriate. Eligible individuals may request information, correction, or human review under applicable law.
Countertrade may disclose information to:
1. Personnel and authorized representatives;
2. Buyers, Sellers, and counterparties to the extent necessary for a Transaction;
3. Hosting, technology, identity, compliance, security, analytics, advertising, communications, payment, banking, escrow, tax, signature, support, and other authorized service providers;
4. Attorneys, accountants, auditors, insurers, and advisers;
5. Courts, regulators, law enforcement, tax, customs, sanctions, and other authorities;
6. Corporate transaction participants;
7. Persons directed or authorized by the individual.
Confidential verification documents are not ordinarily shared with another Member unless authorized, necessary, safeguarded, or legally required.
1. Countertrade does not intend to sell Personal Information for monetary payment.
2. Certain advertising and analytics disclosures may be treated as sale, sharing, targeted advertising, or cross-context behavioral advertising under applicable law.
3. Eligible individuals may opt out through Cookie Settings, a “Do Not Sell or Share” mechanism where applicable, a recognized preference signal such as GPC, or the Privacy Office.
4. Countertrade does not knowingly sell or share children’s information for such advertising.
Cookies and similar technologies support essential functions, security, preferences, analytics, content, and advertising. Nonessential technologies are controlled as described in the Cookie Policy. Users may manage preferences through the available controls and browser settings.
1. Essential service, security, Transaction, payment, policy, and legal messages cannot always be stopped while the relevant relationship remains active.
2. Promotional communications may be declined using unsubscribe or the Privacy Office.
3. Business representatives may be contacted using lawfully obtained professional contact information where permitted.
Information may be processed internationally. Where required, Countertrade may use adequacy decisions, standard contractual clauses, data-transfer agreements, consent, contract necessity, legal claims, or other recognized mechanisms and supplementary safeguards.
Unless a longer period is required or justified:
1. Membership, Account, verification, ownership, Transaction, Trade Credit, Conversion, financial, tax, compliance, and dispute records may be retained for at least seven years after the relevant relationship or event;
2. Security logs are retained as reasonably necessary;
3. Marketing data is retained until opt-out, withdrawal, obsolescence, or end of lawful purpose;
4. Privacy-request and legal-hold records are retained to demonstrate compliance and preserve rights.
Information may be deleted, destroyed, anonymized, aggregated, or restricted when no longer needed. Secure backups may persist temporarily.
Countertrade uses commercially reasonable safeguards, which may include access control, authentication, multifactor authentication, encryption, logging, monitoring, firewalls, backups, incident response, provider due diligence, confidentiality, training, and minimization. No system is completely secure. Members must protect credentials, devices, documents, payment instructions, and Account access.
Members must keep contact, ownership, authority, bank, tax, licensing, and business information accurate. Countertrade may preserve accurate historical records rather than delete prior information from completed Transaction or compliance records.
Depending on jurisdiction, individuals may have rights to:
1. Information and access;
2. Correction;
3. Deletion;
4. Restriction;
5. Objection;
6. Portability;
7. Withdrawal of consent;
8. Marketing opt-out;
9. Opt out of sale, sharing, targeted advertising, or certain profiling;
10. Limit certain sensitive-information use;
11. Human review of certain automated decisions;
12. Non-discrimination;
13. Complain to a regulator.
Rights are subject to identity verification, exceptions, legal obligations, other persons’ rights, privilege, security, fraud prevention, and record integrity.
Requests should include name, company, email, Account reference, relationship, jurisdiction, request type, relevant data or period, and preferred response method. Countertrade may verify identity and authority. Authorized agents may need written authorization or power of attorney. Countertrade responds within applicable legal periods and may charge or refuse only where law permits for manifestly unfounded, excessive, repetitive, or disproportionate requests.
Where the CCPA applies, California residents may have rights to know, access, correct, delete, opt out of sale or sharing, limit certain Sensitive Personal Information use, and receive nondiscriminatory treatment. Categories may include identifiers, customer records, commercial data, Internet activity, approximate geolocation, visual data, professional data, inferences, and Sensitive Personal Information.
Where GDPR or UK GDPR applies, Countertrade processes under contract, legal obligation, legitimate interests, consent, legal claims, and other recognized grounds. Eligible individuals may exercise access, correction, deletion, restriction, objection, portability, consent withdrawal, automated-decision, and supervisory-authority complaint rights.
Where Singapore’s PDPA applies, Countertrade follows applicable notification, consent, purpose limitation, access, correction, protection, retention, transfer limitation, accountability, and breach-notification requirements.
Countertrade is an adult business service and is not directed to children. Users must ordinarily be at least 18 or the applicable legal contracting age. Countertrade does not knowingly collect online information directly from children under 13 for membership.
Countertrade may create and use deidentified or aggregated information for analytics, security, fraud prevention, statistics, research, development, and reporting, and will not attempt reidentification except where legally permitted for testing or security.
External providers and websites maintain independent privacy policies. A link or integration is not a privacy guarantee.
Countertrade may preserve or disclose information in response to valid legal process and may withhold notice where prohibited or harmful. Privacy complaints may be sent to info@tradecreditbank.biz. Countertrade will not unlawfully retaliate for good-faith rights requests or complaints.
Material changes may be communicated by email, Account notice, website notice, consent request, or updated policy. Contact:
Countertrade Privacy Office
Email: info@tradecreditbank.biz
The Member acknowledges the collection, international processing, authorized-provider disclosure, retention, security, and rights framework described above.
Member: ______________________________________________ Authorized Signatory: _________________________________ Signature: __________________________ Date: _________
Countertrade
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
COUNTERTRADE
COOKIE POLICY AND PREFERENCE CENTRE
Cookie Consent Notice and Preference Controls
Website Document Version: 1.0
Effective Date: July 12, 2026
Last Updated: July 13, 2026
ISSUED AND ADMINISTERED BY
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz
ARTICLE 1 — SCOPE
ARTICLE 2 — DEFINITIONS
ARTICLE 3 — CATEGORIES
ARTICLE 4 — CONSENT
ARTICLE 5 — FIRST-LAYER BANNER
ARTICLE 6 — PREFERENCE CENTRE
ARTICLE 7 — CONSENT RECORDS
ARTICLE 8 — COOKIE INVENTORY
ARTICLE 9 — THIRD-PARTY PROVIDERS
ARTICLE 10 — ANALYTICS AND ADVERTISING
ARTICLE 11 — GPC AND BROWSER SIGNALS
ARTICLE 12 — REGIONAL OPERATION
ARTICLE 13 — EMAIL PIXELS
ARTICLE 14 — MEMBER ACCOUNT TECHNOLOGIES
ARTICLE 15 — RETENTION AND INTERNATIONAL PROCESSING
ARTICLE 16 — BROWSER CONTROLS
ARTICLE 17 — SECURITY, CHILDREN, AND RIGHTS
ARTICLE 18 — REQUESTS AND CHANGES
SCHEDULE A — BANNER TEXT
SCHEDULE B — PREFERENCE CENTRE
SCHEDULE C — INVENTORY TEMPLATE
IMPORTANT COOKIE NOTICE Countertrade uses Cookies and similar technologies to operate and secure its websites and Member platform, remember preferences, measure performance, provide embedded content, and support advertising. Strictly Necessary technologies remain active. Optional technologies are controlled through consent or applicable opt-out mechanisms. |
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This Policy applies to Countertrade websites, applications, membership pages, dashboards, Schedule pages, Countertrade Contract pages, Transaction pages, Trade Credit and Cash Conversion pages, support systems, training portals, forms, and marketing landing pages.
“Cookie” means a small data file stored or accessed through a browser or device. “Similar Technologies” include pixels, tags, local storage, SDKs, device identifiers, tracking links, server-side identifiers, and email pixels. “Essential Technologies” are necessary for requested services, security, authentication, sessions, fraud prevention, forms, traffic routing, or privacy choices. “Optional Technologies” include certain functional, analytics, advertising, social-media, personalization, and attribution tools. “GPC” means a supported Global Privacy Control signal.
Used for:
1. Website and platform operation;
2. Authentication and sessions;
3. Security, fraud prevention, and load balancing;
4. Form and payment-session continuity;
5. Consent and privacy-choice records;
6. Error recovery and requested services.
Used for language, region, layout, dashboard settings, saved filters, accessibility, and optional convenience.
Used for visits, navigation, session duration, errors, loading performance, feature adoption, devices, referrals, form completion, and service improvement.
Used for campaign attribution, conversion measurement, frequency control, audience creation, retargeting, personalization, and advertising effectiveness. Depending on law, these disclosures may constitute sale, sharing, targeted advertising, or cross-context behavioral advertising.
Used for external videos, maps, widgets, sharing tools, and other embedded content that may collect browser, device, and interaction data.
Where consent is required:
1. Optional technologies remain blocked before affirmative choice;
2. Optional toggles are off by default;
3. Silence, scrolling, continued browsing, closing the banner, or inactivity is not consent;
4. The user can accept all, reject all optional, or manage categories;
5. Rejecting must be as easy as accepting;
6. Core service access is not conditioned on optional tracking;
7. Withdrawal must be as easy as consent.
The banner must provide comparably prominent:
1. Accept All
2. Reject Non-Essential
3. Manage Preferences
It must link to this Policy and the Privacy Policy and must not use deceptive color, hierarchy, double negatives, hidden rejection, or unnecessary rejection steps.
A persistent Cookie Settings link must allow users to:
1. Review categories and purposes;
2. See Essential status;
3. Accept all or reject all optional;
4. Select individual categories;
5. Save preferences;
6. Withdraw consent;
7. View available provider and duration information;
8. Access sale, sharing, and targeted-advertising opt-outs where applicable.
Countertrade may retain:
1. Consent identifier;
2. Date and time;
3. Banner, policy, and preference-centre version;
4. Categories accepted or rejected;
5. Withdrawal date;
6. Region and limited device or browser information;
7. Evidence of the interface shown.
A refusal record may be stored as Essential so the choice is respected. Consent may be renewed approximately every six months or sooner after material changes, a new browser, deletion of the choice record, or legal requirement.
Countertrade must maintain a technically verified inventory identifying:
1. Name;
2. Provider and domain;
3. Purpose and category;
4. First- or third-party status;
5. Session or persistent status;
6. Duration;
7. Information processed;
8. Consent basis;
9. Region;
10. Last verification date.
The inventory must be based on scanning, source-code, tag-manager, plugin, network-request, embed, and logged-in-page review. No provider should be listed merely because it is commonly used.
1. Third parties may support hosting, security, identity, analytics, media, maps, chat, signatures, payments, advertising, email, and other functions.
2. Countertrade evaluates purpose, data, retention, security, transfers, contract, consent, and opt-out implications.
3. Confidential backend providers need not be publicly identified unless their technology directly interacts with the user’s browser, independently receives Personal Information, or identification is legally or materially required.
4. Optional embedded content may remain blocked until consent.
1. Optional analytics must remain blocked where prior consent is required.
2. Privacy-enhancing configurations may include minimization, shorter retention, IP reduction, restricted advertising features, limited identifiers, and access controls.
3. Advertising technologies must remain disabled before required consent.
4. Users may opt out of covered sale, sharing, or targeted advertising through Cookie Settings, a “Do Not Sell or Share” link, GPC, or the Privacy Office.
1. Countertrade will honor valid GPC or other recognized opt-out signals where applicable.
2. The signal may apply to the browser, device, pseudonymous profile, and logged-in Account where required and technically feasible.
3. Core services will not be improperly degraded because a user sends a valid signal.
4. Do Not Track is not governed by a single universal standard; Countertrade responds to legally recognized signals.
1. Consent-required regions receive prior blocking, category choices, records, and withdrawal.
2. Opt-out regions receive sale, sharing, targeted-advertising, and profiling controls.
3. Where location is uncertain, Countertrade may apply the more privacy-protective configuration.
4. Approximate region may be used; precise location is not required solely for the banner.
Email technologies may measure delivery, opening, links, devices, and campaigns. Service-email measurement may support security and delivery; promotional measurement remains subject to applicable consent, Cookie, and marketing rules. Blocking remote images may limit measurement.
Essential technologies may recognize authenticated users, secure sessions, apply permissions, detect fraud, and protect bank changes, Trade Credit transfers, Conversion, password resets, and other high-risk actions.
Cookie duration varies by purpose and is stated in the inventory. Derived data may be retained separately under the Privacy Policy. International processing uses applicable contractual, adequacy, consent, or other lawful safeguards.
Browsers and devices may allow viewing, deletion, blocking, third-party restrictions, storage clearing, advertising controls, and privacy signals. Blocking all Cookies may interfere with login, forms, security, Transactions, and payment sessions. Cookie Settings are recommended to reject optional technologies while preserving core functions.
1. Countertrade applies reasonable safeguards but cannot guarantee absolute security.
2. Countertrade is an adult business service and does not intentionally track children for targeted advertising.
3. Depending on law, users may accept or reject optional technologies, withdraw consent, opt out of sale, sharing, and targeted advertising, use preference signals, access or delete Cookie-derived Personal Information, and complain to a regulator.
Cookie requests may be sent to info@tradecreditbank.biz with subject “Cookie Privacy Request.” Countertrade may update this Policy for technology, providers, law, security, analytics, advertising, and operational changes. A new choice will be requested where required.
Countertrade uses essential Cookies to operate and secure this website. With your permission, we also use optional Cookies for preferences, analytics, embedded content, and advertising.
Select Accept All, Reject Non-Essential, or Manage Preferences. You can change your choice at any time through Cookie Settings.
Strictly Necessary and Security — Always Active
Functional and Preference — Off by Default
Analytics and Performance — Off by Default
Advertising and Targeting — Off by Default
Social Media and Embedded Content — Off by Default
Buttons:
Accept All
Reject All Optional
Save My Preferences
| Technology | Provider | Domain | Purpose | Category | First/third party | Duration | Data | Consent | Last verified |
|---|---|---|---|---|---|---|---|---|---|
| To be technically verified |
Countertrade
Countertrade
633 West Fifth Street, 26th and 28th Floors
Downtown Los Angeles, California 90071
United States
Email: info@tradecreditbank.biz