Lotustay Exchange

Lotustay Exchange · Membership

Lotus$ Ledger / Trade-Credit Terms

Effective Date: September 16, 2026

Operator: Lotustay Inc. · Contact: tommymai@tmaifinancial.com

Effective upon Member acceptance (click-wrap)
Not legal advice. These terms bind when a Member accepts membership; waitlist soft-launch alone does not create membership or Lotus$ balances.

Operator: Lotustay Inc. (a California stock corporation)
Club / Platform: Lotustay Exchange (lotustayexchange.com / lotustay.exchange)
Related brand: Lotustay.com (vacation-home lodging; Lotus$ application toward designated soft-night inventory only when Operator enables)
Effective Date: September 16, 2026
Last updated: September 16, 2026
Contact: tommymai@tmaifinancial.com

EFFECTIVE UPON MEMBERSHIP ACCEPTANCE

Preamble. Membership opens on a referral / invitation basis. These Lotus$ Ledger / Trade-Credit Terms (the “Ledger Terms”) bind when a prospective Member accepts them by click-wrap (or other affirmative acceptance) in connection with membership onboarding. Joining the public waitlist soft-launch does not create Lotus$ balances, trading rights, any claim against Operator, or entitlement to live Lotus$ application toward Lotustay.com stays, until referral acceptance and membership onboarding are completed.

Feature gates. Trading and Lotus$ ledger movements remain gated until Operator enables them. Feature gates (including Lotustay.com Lotus$ lodging application, Operator hubs, and Lotus Path numeric perks) activate only when Operator publishes enablement schedules. Lotustay.com lodging redemption is not currently available on the waitlist soft-launch and applies only when enabled by Operator with a published enablement schedule and restrictions.

These Ledger Terms should be read together with the Member / Club Rules, Website Terms of Use, Privacy Policy (Membership), and—when in effect—the Host / Lodging Addendum and any published Lotus$ lodging-redemption restrictions schedule.

1. Purpose and Relationship to Club Rules

1.1 These Ledger Terms explain the nature and operation of Lotus$ (also marketed as “Lotus Cash”) on Lotustay Exchange.

1.2 Lotus$ exist to facilitate member-to-member barter / trade of services, products, and free hours/time (and other lawful offerings) within the club operated by Lotustay Inc. (“Operator”); to record certain Operator-issued earn credits (including Members-only club-sponsored meditation classes under Section 5.4); and—only when Operator enables the program—to allow Members to apply Lotus$ as internal trade credit toward eligible Lotustay.com vacation-home lodging inventory under published restrictions (Section 5A)—soft nights for Levels 1–7; Level 8 exception as stated there. Member-to-member trades remain a core club use; lodging application is a separate restricted path.

1.3 If these Ledger Terms conflict with general Website Terms on the topic of Lotus$, these Ledger Terms control. Club conduct, listings, and membership status remain governed by the Member / Club Rules.

2. Nature of Lotus$ — Internal Trade Credits Only

2.1 Lotus$ are internal trade credits recorded on Operator’s books for use among Members under club rules.

2.2 A Lotus$ balance represents a club accounting entry reflecting relative trade credit within the exchange—not a claim for cash against Operator.

3. Explicit “NOT” List

Lotus$ are NOT:

  • Money, currency, or legal tender
  • A bank deposit, checking/savings account, or FDIC- or NCUA-insured product
  • E-money, prepaid access, or stored value redeemable for U.S. dollars from Operator
  • A security, investment contract, equity, debt instrument, or commodity investment product offered by Operator
  • A gift card, voucher, or closed-loop cash-out instrument redeemable for USD from Operator
  • Stored value with a general right to demand cash or unrestricted lodging (including holiday nights, or weekend nights that are not Operator-designated unfilled/low-demand) from Operator
  • A money-transmission product or remittance service
  • A promise by Operator to pay cash, interest, dividends, or profits

Do not treat marketing phrases such as “Lotus Cash” as changing the legal character described above.

4. The Ledger Is Operator’s Books of Account

4.1 The Lotus$ ledger is Operator’s books of account for club trade credits. Displayed balances are Operator’s records of Member credits within the club.

4.2 Operator may correct, reverse, freeze, or adjust ledger entries, in whole or in part, when Operator reasonably determines that an entry resulted from:

  • Error, duplication, or technical glitch
  • Fraud, unauthorized access, or misrepresentation
  • A failed, cancelled, or incomplete trade
  • Chargeback-analogue situations (e.g., clear non-performance after credit moved)
  • Violation of the Member / Club Rules or these Ledger Terms
  • Legal process, sanctions compliance, or risk controls

4.3 Where practical, Operator will notify the affected Member using the email on file. Operator is not required to obtain Member consent before an adjustment needed to protect the club, other Members, or legal compliance.

4.4 Operator may implement holds, pending states, or delayed settlement while a trade or dispute is reviewed.

5. How Credits Are Earned and Spent (High Level)

5.1 Primary / core use — Member-to-Member trades (not lodging-only): Lotus$ are intended to be earned and spent through Member-to-Member trades of services, products, and free hours/time (and other lawful goods/services) under club procedures (listing → agreement → confirmation → ledger movement), as Operator enables those flows. Member-to-member redemption against other Members’ offerings remains a core club use of Lotus$ and is not limited to lodging.

5.2 No cash purchase from Operator (locked at launch): At launch, Members may not purchase Lotus$ for U.S. dollars (or other fiat) from Operator. Cash purchase of Lotus$ from Operator is not offered. If Operator later enables a permitted purchase program, it will require updated terms and a separate risk analysis. Cash-purchase (if ever enabled) remains a separate product/legal decision from Lotustay.com lodging application.

5.3 Operator may run limited promotional credit grants, referral bonuses, or corrections. Promotional Lotus$ may be subject to additional conditions, caps, or clawback if abuse is detected, and may be excluded from Lotustay.com lodging application if Operator so publishes.

5.3A Lotus Path bonuses (if any). If Operator grants Lotus$ in connection with the Lotus Path incentive levels described in the Member / Club Rules (Section 3A)—including optional small meditation Lotus$ bonuses at higher Path tiers—those amounts are Operator-issued ledger credits under Operator’s published Path / earn schedule (Lotus_Path_Numeric_Schedule_PUBLISHED.md: Level 7+ optional +5 Lotus$ per attended ordinary meditation hour in addition to the base 20 Lotus$/hour; not Cause Sessions). They are internal trade credits under these Ledger Terms: not cash, not wages or employment pay, and not redeemable for U.S. dollars from Operator. The base club-sponsored meditation earn rate under Section 5.4 (twenty (20) Lotus$ per attended hour, or pro‑rata as published) continues unless Operator’s published schedule expressly states otherwise. Path bonuses do not change the character of Lotus$ in Sections 2–3 and 7.

5.4 Operator-issued earn — club-sponsored meditation classes (Members only; live Zoom proof). Operator may credit Lotus$ to a Member’s ledger for qualifying attendance at certain club-sponsored meditation classes (generally offered on a monthly schedule when held) (group meditation / “meditating together in the world” or other classes Operator designates), under published program rules. Monthly cadence (locked): A Member may earn Lotus$ for a given month when Operator holds a club-sponsored meditation session that month and the Member attends that month’s session with qualifying live Zoom verification. If no session is held in a month, no meditation earn is available for that month. Operator does not guarantee that a session will be held every calendar month. This path is distinct from Member-to-Member trades. Members only: guests and non-members do not earn Lotus$ from those classes (attendance, if allowed by Operator, does not create ledger credit). Attendance proof (locked): qualifying attendance is verified through live Zoom video while Members meditate together in a live Zoom session. Privacy preference: Operator prefers live verification without retaining Zoom recordings, unless Operator later expressly authorizes recorded proof. Members acknowledge camera and/or microphone may be required on for live verification. Zoom/video verification practices are disclosed in the Privacy Policy (Membership) when membership launches. Operator default until changed: live verification without retaining Zoom recordings, unless Operator later expressly authorizes recorded proof. Operator-issued meditation credits are not wages or employment, are not a promise of any particular credit amount until Operator publishes a schedule, and remain internal trade credits—not cash-redeemable from Operator. Operator may set, change, pause, or end the program and may require RSVP, check-in, or identity verification in addition to live Zoom proof. Initial earn rate (locked): Operator’s initial published rate for qualifying live Zoom attendance is twenty (20) Lotus$ per attended hour (or pro‑rata portion of an hour as Operator’s published schedule defines). This rate is an Operator-issued internal trade-credit amount tied to the club’s listing convention (Lotus$ ≈ $1 of listed club value for feel/reference only). It is not wages, salary, stipend, employment pay, or cash; it is not redeemable for U.S. dollars from Operator; and marketing must not describe it as “$20/hour pay.” Caps and tax/income treatment remain subject to Operator’s published schedule and applicable law; Members are responsible for their own tax reporting, and Operator may issue informational reports if legally required. Operator may change the rate by publishing an updated schedule. Caps (per month / lifetime) remain TBD — Operator/management discretion, to be published later. Tax characterization of Operator-issued credits should be reviewed with tax counsel before large meditation-scale operations—see REMAINING_DECISIONS.md. Operator may change credit amounts, caps, and eligibility details by published schedule.

5.4B Meditation session cap (locked). Operator will not issue more than 10,000 Lotus$ in total credits for any single meditation session (ordinary Member earns and Path meditation bonuses combined for that session, or Cause Session cause credits for that session), unless Operator publishes a different cap.

5.4A Meditate for a cause. When Operator runs a members-only, live Zoom-verified Cause Session for a cause backed by a nonprofit or Temple (see Cause Ledger Onboarding Schedule), Operator may credit 20 Lotus$ × the number of qualifying participating Members to the named cause’s ledger account (or designated recipient) only. Attending Members do not receive the ordinary personal Section 5.4 meditation earn for that Cause Session hour. Ordinary non-cause meditation earn under Section 5.4 remains 20 Lotus$ per attended hour to the Member. Cause credits remain internal trade/listing credits—not Operator cash, wages, or USD redemption. Cause Session Lotus$ and attendance are not tax deductible. Lotustay Inc. does not issue charitable receipts. Nonprofit or Temple backing does not create a deduction. Cause ledger accounts and Steward roles follow the Cause Ledger Onboarding Schedule (Cause_Ledger_Onboarding_Schedule_Lotustay_Exchange_PUBLISHED.md): Operator-only Steward at launch; outside Steward only by later published designation.

5.5 Operator does not guarantee liquidity, matching counterparties, particular meditation-credit amounts, or any particular purchasing power of Lotus$ within the club or toward Lotustay.com inventory.

5.6 Shipping costs not Lotus$ (default). Carrier shipping, postage, freight, packing beyond ordinary packing, and insurance premiums for physical-goods trades are not Lotus$ ledger items and are not redeemable as USD shipping from Operator, except where an offer expressly includes a shipping-related component in Lotus$ and Operator has approved that structure. Default: the Receiving Member arranges and pays the carrier in USD (or via the Buyer’s shipping account). See Member / Club Rules Section 8 (Shipping & Delivery).

5A. Lotus$ Application Toward Lotustay.com Vacation-Home Lodging (When Enabled)

5A.1 Restricted Operator-authorized use. Subject to these Ledger Terms, the Member / Club Rules, the Host / Lodging Addendum (when in effect), and any published restrictions schedule, Operator may enable Members to apply Lotus$ as internal trade credit toward eligible Lotustay.com vacation-home stays / lodging inventory affiliated with or offered through Lotustay.com. This path is available only when Operator enables the program and only within the then-published restrictions.

5A.2 Not currently available on waitlist soft-launch. Until Operator enables the program and publishes an Effective Date (and any required acceptance), waitlist and marketing materials must not promise live Lotustay.com redemption. Draft and soft-launch language should state that lodging application applies “when enabled” and is not currently available.

5A.3 Not a cash-out; no USD claim. Applying Lotus$ toward eligible Lotustay.com lodging is not a general cash-out, not redemption for U.S. dollars from Operator, and not conversion of Lotus$ into a gift card or stored-value instrument. Unused Lotus$ continue to have no USD claim against Operator. Enabling lodging application does not change the character of Lotus$ as internal trade credits (Sections 2–3 and 7).

5A.4 Default rule — soft nights for Levels 1–7; Level 8 exception. When the program is enabled, the default eligibility rule for Levels 1–7 is:

  1. Holidays: NEVER eligible for Lotus$ on Lotustay.com lodging — cash only (hard lock).
  2. Weekends: eligible ONLY if unfilled AND low demand, as determined and published by Operator — not a blanket weekend ban. Weekend nights that are filled or not low-demand remain cash (or other non-Lotus$).
  3. Midweek / shoulder / low-demand: eligible soft nights on designated Lotustay.com vacation-home inventory.

Exception — Lotus Path Level 8 (locked): Members in good standing at Lotus Path Level 8 (Lotus Friend) may apply Lotus$ toward any Operator-designated Lotustay.com lodging without the soft-night / holiday / weekend restrictions applicable to Levels 1–7, when the lodging program is enabled. Levels 1–7 remain under the default soft-nights rule in this Section 5A.4. This exception is not a USD cash-out.

Peak and high-demand Lotustay.com nights (including holidays always, and weekends that are not Operator-designated unfilled/low-demand) remain cash (or non-Lotus$) unless Operator later expressly opens additional categories.

5A.5 Other restrictions (as published by Operator). Beyond the soft-nights default, eligibility and other limits are set in an Operator-published restrictions schedule (website, member portal, or similar) that Operator may update from time to time.

Cleaning / taxes / fees — Operator default until changed: Lotus$ applied toward Lotustay.com lodging do not cover cleaning fees, taxes, or other cash fees unless the applicable offer or Operator’s published schedule expressly states otherwise. Guests remain responsible for those amounts in U.S. dollars (or as the schedule provides).

Other categories remain as published by Operator (do not invent calendars or fee amounts), including without limitation:

  • Additional blackout dates beyond the holiday hard lock and soft-night rules
  • Member-only eligibility gates beyond soft-night / Path status
  • Stay-length caps
  • Property allow-list / eligible inventory designations
  • Advance booking windows
  • Definitions of “weekend,” “holiday,” “midweek,” “unfilled,” and “low demand” as set in Operator’s Soft-Night Definitions Schedule (Soft_Night_Definitions_Schedule_Lotustay_Exchange_PUBLISHED.md), which Operator may amend by publishing a revised schedule
  • Other limits Operator publishes

Specific calendars, fee amounts, and property lists are not set in these Ledger Terms and will appear only as Operator publishes them.

5A.6 Relationship to Member-to-Member lodging. Lotus$ application toward designated Lotustay.com inventory is distinct from Member-to-Member Exchange lodging (if enabled under the Host / Lodging Addendum). Lotustay.com lodging application does not make Operator a hotelier for that inventory solely by accepting Lotus$ as trade credit, and does not make Lotus$ a general-purpose lodging voucher (including for holidays, or for weekends that are not Operator-designated unfilled/low-demand).

5A.7 Cross-references. Stay conduct and Host/Guest duties for lodging are addressed in the Host / Lodging Addendum (and/or Lotustay.com terms as Operator designates). Use of Lotustay.com marks and the need for any Inc. ↔ Lotustay.com brand/inventory arrangement are addressed in the Trademark / Brand License Note. If Lotustay Inc. and the Lotustay.com mark/inventory owner are different entities, a written brand license and commercial arrangement should be in place before enablement—see REMAINING_DECISIONS.md.

6. Listing “≈ $1” Convention — Not a Peg or Operator Liability

6.1 Any reference that approximately one Lotus$ corresponds to ≈ $1 of listed value (or similar wording) is a listing / pricing convention only to help Members communicate relative value.

6.2 That convention is not:

  • A currency peg
  • A guarantee of cash value
  • A redemption rate against Operator
  • A representation that Operator holds cash reserves equal to outstanding Lotus$
  • A measure of Operator’s legal liability

6.3 Actual trade terms are set between Members. Operator is not liable merely because a Member believes Lotus$ “should” equal dollars.

7. No Interest; No Cash Redemption from Operator

7.1 Lotus$ balances do not earn interest, yield, or rewards resembling interest unless Operator later publishes a separate, expressly labeled program (none is offered in this draft).

7.2 Operator does not redeem Lotus$ for U.S. dollars or other fiat currency. There is no cash-out window, ATM access, or Operator buy-back obligation under these Ledger Terms. Permitted application of Lotus$ toward eligible Lotustay.com soft-night lodging when enabled (Section 5A) is not cash redemption and does not create a USD claim for unused balances. Holiday nights are never Lotus$-eligible under the default; weekend nights are eligible only if unfilled and low demand as published by Operator.

7.3 Members who wish to exit the club understand that unused Lotus$ may have no cash realization through Operator (see Section 10 regarding closure / forfeiture).

8. Transferability Limits

8.1 Lotus$ may be transferred only as Operator permits within the club—typically as part of Member-to-Member trades or Operator-enabled internal transfers.

8.2 Members may not sell, auction, or exchange Lotus$ outside the club for cash or crypto unless Operator later expressly permits an external transfer program under updated terms.

8.3 Attempted off-platform Lotus$ “markets,” brokerage, or cash conversion schemes are grounds for suspension, ledger adjustment, and termination.

8.4 Lotus$ are not negotiable instruments and are not intended for circulation as a general medium of exchange outside Lotustay Exchange.

9. Expiration, Dormancy, and Forfeiture

9.1 Dormancy — Operator default until changed: If an account has no qualifying login or trade activity for a continuous period of twelve (12) months, Operator may treat the account as dormant. Where practical, Operator will send notice to the email on file.

9.2 Dormant-account handling — Operator default until changed: After dormancy notice, the Member has thirty (30) days to reactivate (e.g., by qualifying login and/or trade activity) or to spend unused Lotus$ within the club under then-current Rules. If the Member does not reactivate or spend within that thirty (30) day period, Operator may forfeit unused Lotus$ (to a club reserve, promotional pool, or write-off), subject to any non-waivable law. Operator may also require re-verification before restoring full use of a previously dormant account.

9.3 Voluntary closure wind-down — Operator default until changed: For voluntary account closure by a Member in good standing, Operator will allow a thirty (30) day wind-down period to spend Lotus$ within the club under then-current Rules. After that period, Operator may forfeit remaining unused Lotus$. Upon termination for rule violation, fraud, or abuse, Operator may cancel or forfeit remaining Lotus$ sooner (including immediately), especially where balances arose from fraud, abuse, incomplete trades, or ledger adjustments under Section 4.

9.4 Operator will not treat Lotus$ as abandoned property requiring cash escheat to a state, because Lotus$ are not Operator cash obligations; Members acknowledge this character. If a law nevertheless requires a different outcome, Operator will comply with that law.

10. Taxes

10.1 Members are solely responsible for determining and fulfilling their own tax reporting and payment obligations arising from barter, trade credits, or related activity (federal, state, and local).

10.2 Operator does not provide tax advice. The ≈ $1 listing convention does not dictate tax characterization.

10.3 If legally required in the future, Operator may issue informational returns or notices (for example, barter-exchange style reporting) and may collect tax-identification information. Members agree to provide reasonably requested information for compliance.

11. AML / KYC and Limits

11.1 Operator default until changed: Operator may require identity verification, documentary KYC, and ongoing screening before any of the following: (a) the Member’s first Settled trade; (b) Lotus$ application toward Lotustay.com lodging (when that program is enabled); or (c) activity at volume or category thresholds Operator publishes from time to time. Operator may also require KYC for continued access, certain categories, or promotional-credit handling where risk warrants. This Ledger does not invent specific dollar or Lotus$ volume numbers; published thresholds control when set.

11.2 Operator may set velocity limits, category limits, and geographic restrictions to manage fraud and legal risk.

11.3 Refusal or failure to complete verification may result in restricted features or account closure. Lotus$ effects follow Section 9 and Operator’s risk decisions.

11.4 Numeric volume thresholds, if any, appear only in Operator’s published schedule—not as invented figures in these Ledger Terms.

12. No Investment Advice; No Fiduciary Duty

Lotus$ and club participation are not investment products. Operator does not act as your broker, investment adviser, or fiduciary. Past illustrative examples in marketing are not projections of results.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LOTUS$ LEDGER AND RELATED TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OPERATOR DISCLAIMS ALL WARRANTIES REGARDING ACCURACY OF DISPLAYED BALANCES (EXCEPT THAT OPERATOR WILL USE REASONABLE CARE TO MAINTAIN ITS BOOKS), CONTINUOUS AVAILABILITY, OR THE ECONOMIC USEFULNESS OF LOTUS$ WITHIN THE CLUB.

YOU ACKNOWLEDGE THAT LOTUS$ HAVE NO CASH REDEMPTION VALUE FROM OPERATOR, THAT ANY LOTUSTAY.COM LODGING APPLICATION IS AVAILABLE ONLY WHEN ENABLED AND WITHIN PUBLISHED RESTRICTIONS (DEFAULT: SOFT NIGHTS ONLY — HOLIDAYS NEVER; WEEKENDS ONLY IF UNFILLED AND LOW DEMAND), AND THAT LOTUS$ MAY BECOME UNUSABLE IF THE CLUB OR THAT PROGRAM CHANGES, PAUSES, OR ENDS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERATOR’S LIABILITY ARISING OUT OF OR RELATED TO LOTUS$ OR THESE LEDGER TERMS IS SUBJECT TO THE SAME LIMITATIONS SET OUT IN THE MEMBER / CLUB RULES (INCLUDING THE US $100 / amounts-paid cap structure described there — Operator default until changed for the free club unless/until Operator tiers liability). A DISPLAYED LOTUS$ BALANCE IS NOT A MEASURE OF OPERATOR’S CASH LIABILITY AND DOES NOT INCREASE THAT CAP.

15. Changes; Club Pause or Wind-Down

15.1 Operator may amend these Ledger Terms by posting an updated version and changing the Effective Date (or providing other reasonable notice). Material changes may require renewed acceptance.

15.2 Operator may pause trading, freeze ledger movements, pause or end Lotustay.com lodging application, or wind down the club for legal, security, or business reasons. In a wind-down, Operator will describe any available Member-to-Member spending window and/or (if then enabled) lodging-application window; Operator still has no obligation to redeem Lotus$ for cash.

16. Governing Law and Venue

These Ledger Terms are governed by the laws of the State of California, USA, without regard to conflict-of-law rules. Exclusive venue is the state or federal courts in Orange County, California, on the same basis as the Member / Club Rules and Website Terms.

17. Contact

Lotus$ / Ledger questions: tommymai@tmaifinancial.com

Operator: Lotustay Inc.

Effective Date: September 16, 2026. Last updated: September 16, 2026. Effective upon Member acceptance (click-wrap). Waitlist soft-launch does not create membership or Lotus$ balances until referral acceptance. Trading gated until Operator publishes enablement. No cash purchase of Lotus$ from Operator at launch. Dormancy / voluntary-closure defaults per §9 (Operator default until changed). Lotustay.com Lotus$ lodging: when enabled only; Levels 1–7 soft nights (holidays never; weekends only if unfilled/low-demand); Level 8 exception; cleaning/taxes/fees not covered by Lotus$ unless offer/schedule expressly says (Operator default until changed). Not legal advice.