Lotustay Exchange

Lotustay Exchange · Membership

Member / Club Rules

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.

Operator: Lotustay Inc. (a California stock corporation)
Club / Platform: Lotustay Exchange (lotustayexchange.com / lotustay.exchange)
Related brand: Lotustay.com (separate site / vacation-home lodging brand; Exchange Rules do not control Lotustay.com product terms except where Operator expressly enables Lotus$ application toward designated Lotustay.com lodging inventory under the Ledger Terms)
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 Member / Club Rules (“Rules”) 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 membership, trading rights, or Lotus$ balances under these Rules, and does not entitle anyone to live Lotus$ redemption toward Lotustay.com stays, until referral acceptance and membership onboarding are completed.

Feature gates. Trading and related membership features 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. Lotus$ application toward Lotustay.com vacation-home lodging is not currently available on the waitlist soft-launch and will apply only when enabled by Operator with a published enablement schedule and restrictions. Live Member-to-Member trading likewise begins only when Operator publishes trading enablement.

1. Agreement and Acceptance

1.1 By creating a member account, accessing membership features, listing goods or services, earning or spending Lotus$ (also called “Lotus Cash” in marketing), or otherwise using Lotustay Exchange as a member, you (“Member,” “you”) agree to these Rules, the then-current Website Terms of Use, the then-current Privacy Policy, and the Lotus$ Ledger / Trade-Credit Terms (the “Ledger Terms”).

1.2 If you do not agree, do not register or use membership or trading features.

1.3 These Rules govern the free barter club / member exchange operated by Lotustay Inc. (“Operator,” “we,” “us,” or “our”). They supplement—and do not replace—the Website Terms. If there is a conflict regarding membership, listings, trades, or Lotus$, these Rules and the Ledger Terms control for those topics; the Website Terms continue to govern general site use.

1.4 Lodging / short-term rental / host stays: Specific rules for Member-to-Member lodging, short-term rentals, host stays, and related hospitality listings on Lotustay Exchange are set out in a separate Host / Lodging Addendum (to be published if and when those Exchange lodging categories launch). Until that Addendum is in effect, Members must not treat these Rules as authorizing Exchange lodging activity beyond any general listing standards herein.

1.5 Lotus$ toward Lotustay.com vacation-home stays (when enabled): Subject to the Ledger Terms 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. That path is a restricted Operator-authorized use of Lotus$—not a general cash-out, not a gift card, and not USD redemption from Operator. It is not currently available on the waitlist soft-launch.

Lotus Path Level 8 exception (locked): A Member in good standing at Lotus Path Level 8 — Lotus Friend may, when the Lotustay.com lodging program is enabled, apply Lotus$ toward any eligible Lotustay.com lodging designated by Operator without the default soft-night, holiday, or weekend restrictions that apply to Levels 1–7. Levels 1–7 remain on the default soft-nights rules below. Level 8 status may be paused while suspended and ends on removal under Section 15. Inventory designation, booking procedures, and other published program rules still apply; this exception is not a USD cash-out and does not create a cash claim against Operator.

Default eligibility for Levels 1–7 (soft nights only): When enabled, Members at Lotus Path Levels 1–7 may apply Lotus$ only toward soft nights on eligible Lotustay.com inventory, under this default:

  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.
  3. Midweek / shoulder / low-demand: eligible soft nights.

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.

Other caps (additional blackout calendar details, member-only gates beyond soft nights / Path status, stay-length caps, property allow-lists, and advance booking windows) remain as published by Operator. Operator’s published Soft-Night Definitions Schedule (Soft_Night_Definitions_Schedule_Lotustay_Exchange_PUBLISHED.md) supplies definitions of holiday, weekend, midweek, unfilled, and low demand for Levels 1–7; Operator may amend by publishing a revised schedule.

Stay conduct, Host/Guest duties, and related lodging rules for Lotustay.com inventory (when Lotus$ apply) are addressed in the Host / Lodging Addendum and/or Lotustay.com terms as Operator designates. Brand-use limits for Lotustay.com marks are addressed in the Trademark / Brand License Note.

2. Eligibility

2.1 You must be at least eighteen (18) years old and legally able to enter a binding contract.

2.2 The club is directed primarily to users in the United States, with a California orientation. Operator may restrict registration, listings, or trades by location, and may refuse or terminate membership where local law, safety, or operational risk warrants.

2.3 You represent that you are not barred from using the club under U.S. or other applicable law (including sanctions and export-control restrictions, where relevant).

2.4 One natural person may maintain one primary member account, unless Operator expressly permits otherwise in writing. Businesses or organizations may be allowed only if Operator enables that account type and you have authority to bind the entity.

2A. Membership by Referral / Invitation Only

2A.1 Waitlist is not membership. Joining the public waitlist, browsing the Site, or receiving marketing emails does not create membership, Lotus$ balances, trading rights, or Lotus friend status.

2A.2 Referral / invitation required; every Member may invite. Membership is not open registration. New Members join on a referral / invitation basis only. Every Member in good standing may invite prospective Members. Except for Operator founding invites, a prospective Member must be referred or invited by an existing Member / Lotus friend (or by Operator), subject to Operator’s procedures. Invites are not limited by Lotus Path level or invite-slot caps.

2A.2A Invitee character / intent. Members should invite people who are friendly and have good intentions to help others in the Exchange community. Operator’s published Member Invite Guideline (Member_Invite_Guideline_Lotustay_Exchange_PUBLISHED.md) provides member-facing standards; if it conflicts with these Rules, these Rules control. Operator may refuse, delay, or revoke invitations or membership where Operator reasonably believes an invitee (or Member) lacks good faith, is hostile or abusive, or otherwise fails community standards—consistent with Section 15 and applicable law.

2A.3 Operator gate / approval. Operator may approve, deny, delay, condition, suspend, or revoke membership or invitations for legitimate business, safety, fraud-prevention, capacity, community, or legal reasons, consistent with applicable law (including the refuse-service principles in these Rules). Operator is not obligated to accept every referral.

2A.4 No guarantee. A referral or invitation does not guarantee acceptance, early access, or any particular Lotus$ balance or trade outcome.

3. Nature of Membership — Free Club; Not Employment, Partnership, or Investment

3.1 Membership in Lotustay Exchange is a free barter club / community exchange relationship with Operator as club and platform operator.

3.2 Membership is not:

  • Employment, internship, or contractor status with Operator
  • A partnership, joint venture, agency, or franchise
  • An investment, security, or profit-sharing interest in Operator or any other Member
  • Equity ownership or a legal partnership interest in Lotustay Inc. (even if Members are called “Lotus friends” or formerly “partners” in marketing)
  • A bank, brokerage, payment-institution, or money-transmission relationship

3.3 Lotus$ are internal trade credits under the Ledger Terms—not cash, not legal tender, and not redeemable for U.S. dollars from Operator. No cash purchase of Lotus$ from Operator is offered at launch (Ledger Terms §5.2). Primary club use is Member-to-Member trades of services, products, and free hours/time (and other lawful goods/services)—Lotus$ are not lodging-only. Separately, when Operator enables the program, Lotus$ may be applied as trade credit toward eligible Lotustay.com vacation-home lodging: Levels 1–7 on soft nights only (midweek / shoulder / low-demand; holidays never; weekends only if unfilled and low demand as published by Operator); Level 8 (Lotus Friend) may apply Lotus$ to any Operator-designated Lotustay.com lodging without those soft-night/holiday/weekend limits—still without creating a USD claim against Operator. See the Ledger Terms for the full description.

3.4 Core Lotus$ paths (not lodging-only). As Operator enables features, Lotus$ may be: (a) spent/redeemed in Member-to-Member trades for other Members’ services, products, and free hours/time (and other lawful listings)—a core club use; (b) when separately enabled, applied toward eligible Lotustay.com vacation-home lodging under the Ledger Terms (Levels 1–7: soft nights — holidays never; weekends only if unfilled and low demand; midweek/shoulder/low-demand eligible; Level 8: any Operator-designated Lotustay.com lodging); and (c) earned via certain Operator-issued club-sponsored programs (including monthly meditation classes under Section 3.5), distinct from Member-to-Member trades. Path (b) does not limit path (a).

3.5 Operator-issued earn — club-sponsored meditation (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) (e.g., group meditation / “meditating together in the world” classes designated by Operator), 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 earn path is distinct from Member-to-Member trades. It is Members only—guests and non-members do not earn Lotus$ from those classes (they may attend if Operator allows, but receive no 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 default until changed: Operator prefers live attendance verification without retaining Zoom recordings, unless Operator later expressly authorizes recorded proof. If Operator uses Zoom, Members acknowledge that camera and/or microphone may be required to be on for live verification; Zoom/video verification practices are disclosed in the Privacy Policy (Membership) when membership launches. Credits are not wages or employment, not a promise of any particular credit amount until Operator publishes a schedule, and remain not cash-redeemable from Operator. Operator may set, change, or end the program and may require RSVP, check-in, or ID in addition to live Zoom verification. 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 “$20/hour pay.” Caps and tax/income treatment remain subject to Operator’s published schedule and applicable law; Members are responsible for their own tax reporting, and Operator may issue informational reports if legally required. Operator may change the rate by publishing an updated schedule. Session cap (locked): Maximum 10,000 Lotus$ total Operator-issued credits per meditation session (ordinary personal earns + any Path meditation bonuses for that session combined, or Cause Session cause credit for that session), unless Operator publishes a different cap. Monthly/lifetime caps remain Operator’s discretion by published schedule. Tax characterization of Operator-issued credits should be reviewed with tax counsel before large meditation-scale operations (REMAINING_DECISIONS.md). Operator may change credit amounts, caps, and eligibility details by published schedule.

3.5A Meditate for a cause (Operator-designated sessions). From time to time Operator may designate a members-only, live Zoom-verified group meditation session for a named cause (“Cause Session”). Each named cause must be backed by a U.S. tax-exempt nonprofit (typically §501(c)(3) or Operator-accepted equivalent) or a Temple / church / religious organization, as set in the Cause Ledger Onboarding Schedule.

(a) Cause credit formula (locked): For a Cause Session, Operator may credit twenty (20) Lotus$ × the number of qualifying participating Members to a ledger account for the named cause only, subject to the 10,000 Lotus$ per session cap (Section 3.5) (or to a Member/organization Operator designates to receive credits for that cause). Those Lotus$ are listing/trade credits under the club’s listing convention (Lotus$ ≈ $1 of listed club value for feel/reference only). They are not Operator cash, not wages, and not a promise of U.S. dollars from Operator.

(b) No personal earn for Cause Session hours: Qualifying attendance at a Cause Session does not earn the attending Member the ordinary personal meditation credit under Section 3.5 for that same session/hour. Cause Sessions are distinct from ordinary monthly club-sponsored meditation earn.

(c) Ordinary monthly meditation unchanged: Non-cause club-sponsored meditation sessions remain under Section 3.5: twenty (20) Lotus$ per attended hour to the Member (members-only; live Zoom; monthly when a session is held).

(d) Cause eligibility / tax: Operator selects and may change named causes, subject to the nonprofit or Temple backing requirement in the Cause Ledger Onboarding Schedule. Cause Session Lotus$ and Cause Session attendance are not tax deductible. Backing by a nonprofit or Temple does not make participation a charitable contribution. Lotustay Inc. does not issue charitable donation receipts. Do not market Meditate for a cause as tax-deductible. Members must not assume any income-tax deduction from participating.

(e) Cause ledger onboarding: Cause ledger accounts, Steward roles (Operator-only Steward at launch), spend, and closure follow Operator’s published Cause Ledger Onboarding Schedule (Cause_Ledger_Onboarding_Schedule_Lotustay_Exchange_PUBLISHED.md), which Operator may amend by publishing a revised schedule.

(e) Not waitlist-live until membership and the meditation programs are enabled by Operator’s published schedules.

3.6 Operator does not guarantee that you will find counterparties, complete trades, earn Lotus$, or obtain any particular economic result.

3.7 “Lotus friend” — definition; peer status only — not equity. A “Lotus friend” (lowercase “friend,” peer sense) is any Member (whether a business or a person) who has goods or services that can be traded on Lotustay Exchange. The term is not a blanket label for every account holder merely by registering; it describes Members who participate (or are positioned to participate) by offering tradeable goods or services. In these Rules, “Lotus friend” means peer / community member status in the Exchange only. It does not mean: (a) a partner, member, shareholder, or equity owner of Lotustay Inc.; (b) a legal partnership, joint venture, or agency with Operator or other Members; (c) any right to profits, dividends, governance, or residual assets of Lotustay Inc.; or (d) a security or investment contract. Older marketing that said “partner” (or that “every Member is a Lotus friend”) for Members, if any, is controlled by this definition. Membership remains a free barter club relationship under Section 3. Naming note: “Lotus Friend” (capital “Friend”) as used in Section 3A is the name of Lotus Path Level 8 (an incentive recognition tier, including the Level 8 Lotustay.com lodging perk). It is not the same term as “Lotus friend” peer / community status in this Section 3.7. A Member may be a Section 3.7 Lotus friend without holding Path Level 8, and Path Level 8 recognition does not create equity or partnership.

3A. Lotus Path (Incentive Levels)

3A.1 Discretionary Operator program. Operator may operate a voluntary recognition and perk program known as the Lotus Path (the “Path”). Path levels are recognition and perk tiers only. They are not equity, partnership, employment, wages, securities, profit-sharing, governance rights, or any ownership interest in Lotustay Inc. or any other entity. Participation in the Path does not change the free barter-club character of membership under Section 3.

3A.2 Naming — Path Level 8 “Lotus Friend” vs peer “Lotus friend.” The Path uses eight named levels (Section 3A.3). Level 8 is named “Lotus Friend.” That Path level name is distinct from “Lotus friend” as defined in Section 3.7 (peer / community member status for Members who have tradeable goods or services). Marketing and UI copy should distinguish: (a) Lotus friend (Section 3.7 peer status) vs (b) Lotus Friend / Path Level 8 (incentive tier, including the Level 8 lodging perk). Neither term means equity in Lotustay Inc.

3A.3 Eight levels (names locked; numeric thresholds published). Path level names and starter numeric thresholds are locked in Operator’s Lotus Path Numeric Schedule (PUBLISHED) (Lotus_Path_Numeric_Schedule_PUBLISHED.md / .docx), Effective with membership core September 16, 2026. Operator may amend thresholds by publishing a revised schedule. The Path levels are:

  1. Seed — referral/invite accepted + profile complete; browse
  2. Sprout — 1 offer listed
  3. Bloom — 1 Settled trade
  4. Community Friend — 3 Settled trades and ≥ 3 positive peer feedback marks (or Operator manual OK)
  5. Good Friend — 10 Settled trades and ≥ 8 positive feedback marks; listing limit up to 25 (as schedule)
  6. Trusted Friend — 25 Settled trades and 2 successful Member referrals; listing limit up to 50 (as schedule)
  7. Wise Friend — 50 Settled trades and documented community help (as schedule); listing limit up to 100; optional +5 Lotus$ Path meditation bonus (Level 7+) when enabled
  8. Lotus Friend — 100 Settled trades, 5 successful Member referrals, and ≥ 12 months membership (or Operator equivalent trust review); featured placement eligibility; any Operator-designated Lotustay.com lodging with Lotus$ (no soft-night / holiday / weekend limits)

Exact counts, feedback definitions, referral definitions, listing-limit amounts, featured-placement rules, Path-tied bonus amounts, and other numeric criteria are controlled by the published Path schedule (as amended by Operator from time to time). Members have no entitlement to any particular level or perk beyond the then-current published schedule and these Rules. See also §3A.4 (incentive-only; no punishment demotions).

3A.4 Advancement (incentive-only). Members may rise on the Path based on factors Operator publishes, which may include: Settled trades; peer feedback; activated referrals who become Members; optional meditation attendance; and community / hub help. The Path is an incentive program. There are no punishment demotions and no level drops for inactivity, low feedback scores, or misconduct. Misconduct, fraud, safety issues, and similar matters are addressed through Operator’s existing suspension, restriction, termination, and removal rights under Section 15 (and related Rules), not by dropping Path levels as a sanction.

3A.5 Suspension / removal vs Path status. Operator may pause or withhold Path benefits (including listing-limit uplifts, soft-night priority windows, featured placement, and any Path-tied Lotus$ bonuses) while a Member is suspended or otherwise restricted. Removal or termination under Section 15 ends Path status and Path benefits. Pausing benefits or ending Path status upon suspension/removal is not a “demotion” within the Path’s incentive design; it is an effect of membership status under Section 15 and these Rules.

3A.6 No public shame scores / punitive rankings. Operator will not operate the Path as a public shame score, punitive ranking, or humiliation device. Operator may maintain internal records needed to administer levels and perks, and may display a Member’s own Path level and non-punitive recognition cues as Operator designs. Public displays, if any, must not be framed as shame or punishment scores.

3A.7 Illustrative perks (published schedule). Subject to the Lotus Path Numeric Schedule (PUBLISHED) and other Rules, Path-related perks may include (without creating vested rights until earned under then-current published criteria): listing limits; soft-night priority windows; featured offers; and—at Level 7+—optional small meditation Lotus$ bonuses (+5 Lotus$ per attended ordinary meditation hour in addition to the base 20 Lotus$/hour, when enabled; not Cause Sessions). Perks may vary by level and may be changed, paused, or ended by Operator by publishing a revised schedule or notice as Operator deems appropriate for a discretionary club program.

3A.8 Lotus Friend (Level 8) Lotustay.com lodging perk (locked). A Member at Lotus Path Level 8 — Lotus Friend may, when Operator enables Lotustay.com Lotus$ lodging application, apply Lotus$ toward any Operator-designated Lotustay.com lodging without the Levels 1–7 soft-night / holiday / weekend restrictions. Levels 1–7 remain under the default soft-nights rules in Section 1.5 and the Ledger Terms (holidays never; weekends only if unfilled and low demand; midweek/shoulder/low-demand eligible). This Level 8 perk: (a) is incentive-only and may be paused while the Member is suspended; (b) ends if membership / Lotus friend / Path status is removed under Section 15; (c) does not convert Lotus$ into cash or a gift card; and (d) remains subject to inventory designation, booking procedures, Host/Lodging Addendum (when in effect), and other published program rules. Level 8’s locked display name is Lotus Friend.

3A.9 Optional Path meditation Lotus$ bonuses. Under the Lotus Path Numeric Schedule (PUBLISHED), Operator may enable an optional Path meditation bonus at Level 7+: +5 Lotus$ per attended ordinary meditation hour in addition to the base rate. Those amounts are Operator-issued ledger credits—not wages, salary, stipend, employment pay, or cash, and not redeemable for U.S. dollars from Operator. The base club-sponsored meditation earn rate remains twenty (20) Lotus$ per attended hour (or pro‑rata as published) under Section 3.5 and the Ledger Terms. Path bonus does not apply to Cause Session hours. Path bonuses remain subject to enablement, caps, eligibility, clawback for abuse, and tax treatment under applicable law and REMAINING_DECISIONS.md. See Ledger Terms §5.3A.

3A.10 No guarantee. Operator does not guarantee advancement, particular perk availability, matching counterparties, featured placement results, soft-night inventory, or any economic outcome from Path participation. Operator may modify, pause, or discontinue the Path as a discretionary program.

4. Account Registration, Accuracy, and Security

4.1 You must provide accurate, current, and complete registration information and keep it updated.

4.2 You are responsible for safeguarding login credentials and for activity under your account. Notify Operator promptly at tommymai@tmaifinancial.com of suspected unauthorized access.

4.3 KYC — Operator default until changed: Operator may require identity verification (KYC), proof of age, address, or other information before the Member’s first Settled trade, before Lotus$ application toward Lotustay.com lodging (when enabled), at volume or category thresholds Operator publishes, or before enabling higher listing limits, certain categories, or continued use—consistent with the Ledger Terms and applicable law. This Rules document does not invent specific volume numbers.

4.4 Operator may suspend, restrict, or terminate accounts for suspected fraud, rule violations, legal risk, prolonged dormancy, or operational reasons, subject to any notice practices described in these Rules or the Ledger Terms.

5. Conduct and Prohibited Listings / Activity

5.1 You agree to use the club lawfully and in good faith, and not to harass, defraud, or abuse other Members or Operator.

5.2 Prohibited listings, offers, and activity include (practical, non-exhaustive list):

  • Illegal goods or services under applicable U.S. or California law
  • Controlled substances (except as expressly permitted by law and by Operator policy, if ever)
  • Weapons, explosives, or other dangerous items Operator designates as banned
  • Stolen property; counterfeit or infringing goods
  • Child sexual exploitation or abuse material; sexual services involving minors; non-consensual intimate imagery
  • Fraudulent schemes, pyramid / Ponzi structures, or deceptive “get rich” investment pitches
  • Human trafficking or exploitation
  • Content that threatens violence or doxxes others
  • Circumventing security, scraping membership data, or interfering with the platform

5.3 Operator may remove content, cancel trades in process on the platform, adjust Lotus$ ledger entries (per Ledger Terms), and suspend or terminate Members for violations—without creating a duty to monitor all activity.

6. Listing Standards; No Guarantee of Trade

6.1 Listings must be truthful, reasonably clear as to what is offered, and priced using Lotus$ under the club’s listing conventions. Any “≈ $1 of listed value” (or similar) language is a pricing / listing convention only—not a cash peg, not Operator liability, and not a promise that Lotus$ equal U.S. dollars.

6.2 Operator may set categories, formats, photo rules, and quality standards, and may refuse or remove listings that violate these Rules or create undue risk.

6.3 No guarantee: Operator does not guarantee that any listing will be viewed, matched, or completed.

6.4 Member-to-member deals: Trades are generally between Members. Except where Operator expressly states it is a party (e.g., Operator-run promotions, if any), Operator is the platform / club operator and is not a buyer, seller, broker, insurer, or guarantor of Member goods or services.

6.5 Members are solely responsible for complying with laws applicable to their own offers (consumer, tax, licensing, safety, advertising, and—if lodging later applies—hospitality and local short-term rental rules under the Host / Lodging Addendum).

7. Trades, Delivery, and Performance

7.1 Unless Operator provides an in-platform checkout flow that states otherwise, Members arrange performance, delivery, timing, and quality between themselves. For physical goods, shipping, local handoff, hub drop-off/pickup, risk of loss, and related disclosures are governed by Section 8 (Shipping & Delivery).

7.2 Lotus$ are recorded on Operator’s ledger under the Ledger Terms when a trade is confirmed under club procedures (as Operator may define them from time to time).

7.3 Operator may offer informal facilitation tools (messaging, status flags, suggested dispute steps). Operator does not adjudicate product warranties, does not guarantee fitness or merchantability of Member offerings, and is not a court or arbitration body for Member–Member disputes—except to the limited extent Operator elects to adjust ledger entries for fraud, error, or rule breach under the Ledger Terms.

8. Shipping & Delivery

8.1 Scope. This Section applies to physical goods listed and traded on Lotustay Exchange only. It does not govern: (a) services; (b) free hours / time; (c) Operator-issued meditation earn credits; or (d) Lotus$ application toward Lotustay.com vacation-home lodging / soft nights (when enabled). Those paths remain governed by the applicable Sections of these Rules, the Ledger Terms, and—where lodging applies—the Host / Lodging Addendum.

8.2 Local preferred. For physical goods, Operator prefers local fulfillment, including: (a) appointment drop-off or pickup at an Operator-designated Exchange hub or office (if published); or (b) Member-to-Member local handoff arranged directly between the Offering Member (“Seller”) and the Receiving Member (“Buyer”).

8.3 Lotus$ vs. shipping costs. Lotus$ cover the goods (and any stated service components included in the offer) only. Carrier shipping, postage, freight, packing beyond ordinary packing, and insurance premiums are not included in the Lotus$ price of a trade unless the offer expressly states that structure and Operator has approved that structure. Absent that expressly approved structure, shipping-related costs are outside the Lotus$ ledger movement for the goods.

8.4 Default — Buyer-arranged shipping. Unless an offer and Operator-approved structure provide otherwise:
- The Buyer arranges and pays the carrier in U.S. dollars / cash (or using the Buyer’s own shipping account);
- The Seller packs the item reasonably for ordinary transit and releases the packed item after the trade is Settled on the Lotus$ ledger under club procedures;
- Operator does not provide shipping labels, freight brokerage, cash-out for shipping, or carrier payment on Members’ behalf.

8.5 Offer disclosure required. Listings and offers for physical goods must clearly disclose, as applicable: whether local pickup is preferred or required; whether shipping is available; that the Buyer pays actual shipping in USD (or that the offer is hub / local only). Misleading silence on shipping expectations is grounds for removal of the listing and other remedies under these Rules.

8.6 Hub-only / no-ship listings. Operator may require hub-only or local-only fulfillment for goods that are oversized, fragile, hazardous, regulated, high-value, or otherwise unsuitable for ordinary Member-arranged shipping, and may refuse listings that imply Operator will ship, label, broker freight, or otherwise handle carrier logistics.

8.7 Risk of loss. Unless these Rules or a written note on a Settled trade expressly provide otherwise, risk of loss transfers when the Seller hands the reasonably packed item to the Buyer-chosen carrier, or to the Buyer at hub or local handoff. Loss, damage, delay, or non-delivery in transit is a matter among Buyer, Seller, and the carrier—not a cash claim against Lotustay Inc. for shipping failure, and not a guarantee by Operator of carrier performance.

8.8 Prohibited shipping representations. Members must not: (a) imply that Lotus$ are redeemable for USD shipping paid by Operator; (b) treat shipping as a gift-card or cash-out path through Operator; or (c) claim that Operator guarantees delivery times or carrier service levels. Operator may remove content and take account action for such representations.

8.9 Operator hubs (if published). If Operator publishes Exchange hub or office locations for appointment drop-off/pickup, use is appointment-only unless Operator states otherwise. Goods stored at or processed through a hub are subject to the separate Hub / Drop-off Intake Addendum (when published with an Effective Date). Until that Addendum is in effect for a hub location, Members should not assume Operator bailment, warehouse insurance, or unlimited storage. See also Shipping & Delivery generally in this Section 8.

9. Disputes Between Members

9.1 Members should first attempt in good faith to resolve disputes directly.

9.2 Operator may (but is not obligated to) provide informal assistance, request information, or pause related Lotus$ movements while reviewing suspected fraud or clear rule violations.

9.3 Operator’s informal help does not:

  • Make Operator a party to the underlying trade
  • Create a warranty, insurance, or chargeback program comparable to card networks
  • Replace Members’ rights to pursue each other in an appropriate forum

9.4 Nothing in this Section limits Operator’s right to suspend accounts or adjust the ledger under the Ledger Terms.

10. Intellectual Property and Content License

10.1 Operator and its licensors own the platform, branding (including “Lotustay,” “Lotustay Exchange,” “Lotus$,” and related marks), software, and Operator-created content.

10.2 You retain ownership of content you submit (listing text, photos, etc.), but you grant Operator a worldwide, non-exclusive, royalty-free license to host, display, reproduce, adapt for formatting, and distribute that content in connection with operating, promoting, and improving the club and related Lotustay Exchange marketing—during your membership and for a reasonable period afterward as needed for archives, disputes, and legal compliance.

10.3 You represent that you have rights to the content you post and that it does not infringe others’ rights.

10.4 Feedback you provide to Operator may be used freely without compensation.

11. Privacy

Personal information is handled as described in the then-current Privacy Policy. At membership launch, the Privacy Policy (Membership) governs accounts, listings, trades, KYC, and meditation verification. Waitlist-only visitors remain under the live waitlist Privacy Policy until they become Members.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLUB, PLATFORM, LISTINGS TOOLS, AND LOTUS$ LEDGER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OPERATOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

OPERATOR DOES NOT WARRANT THAT TRADES WILL BE COMPLETED, THAT OTHER MEMBERS WILL PERFORM, THAT LISTINGS ARE ACCURATE, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERATOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR TRADE OPPORTUNITY, ARISING OUT OF OR RELATED TO MEMBERSHIP, LISTINGS, MEMBER-TO-MEMBER TRADES, OR LOTUS$.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERATOR’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE RULES OR THE CLUB WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS (IF ANY) YOU PAID DIRECTLY TO OPERATOR FOR CLUB ACCESS IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. (Operator default until changed: for the free club, the cap remains US $100 unless/until Operator tiers liability by feature or membership class.) Lotus$ balances are not a measure of Operator cash liability.

Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the fullest extent permitted. Nothing here limits non-waivable consumer rights or liability for willful misconduct or gross negligence where such limitation is prohibited.

14. Indemnity

You agree to defend, indemnify, and hold harmless Operator and its officers, directors, employees, and agents from and against reasonable claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your listings, trades, or content; (b) your dealings with other Members; (c) your violation of these Rules, the Ledger Terms, or law; or (d) your infringement of third-party rights—except to the extent caused by Operator’s willful misconduct or gross negligence.

15. Suspension, Termination, and Effect on Lotus$

15.1 You may close your account by contacting Operator, subject to completion of pending obligations and ledger rules.

15.2 Suspension, termination, and removal of Lotus friends. Operator may suspend, restrict, terminate, or remove any Member or Lotus friend (including invitations and referral privileges) for inappropriate behavior, rule breach, fraud risk, legal compliance, safety, community standards, or operational reasons. Where practical, Operator will provide notice to the email on file; emergency suspension or removal may occur without prior notice when needed to protect Members, Guests, the club, or the public.

15.3 Examples of inappropriate behavior (non-exhaustive) that may result in refusal of service, suspension, termination, or removal include:
- Harassment, threats, stalking, doxxing, or abusive conduct toward Members, Guests, Operator staff, or others
- Fraud, misrepresentation, identity abuse, or manipulation of listings or the Lotus$ ledger
- Unsafe, illegal, regulated-without-authority, or otherwise prohibited offers or trades
- Abuse of Lotus$, referral privileges, or meditation-earn / program rules
- Conduct that creates material reputational, legal, or security harm to Operator, the Exchange, Lotustay.com branding, or other Members
- Repeated house-rule or Club Rules violations after notice

15.4 Operator’s decisions under this Section are within Operator’s reasonable discretion, exercised consistently with applicable law. Operator is not required to provide a detailed investigation report to the removed Member.

15.5 Appeal (optional). Operator may, but is not obligated to, offer a limited email appeal or reconsideration process. Filing an appeal does not stay a suspension or removal unless Operator expressly says so.

15.6 Effects on Lotus$ balances (including dormancy, forfeiture, or adjustment) are governed by the Ledger Terms.

15.7 Right to refuse service. Operator (and, where lodging applies, Hosts) may refuse, cancel, or terminate service, bookings, listings, membership access, or Lotus friend status for legitimate business, safety, community, or rules-based reasons, consistent with applicable law. This right does not authorize refusal or different treatment based on protected characteristics under applicable civil-rights or fair-housing law (including California’s Unruh Civil Rights Act and applicable fair-housing statutes). Neutrally applied safety, capacity, house-rule, fraud, past-damage, or inappropriate-behavior grounds remain permitted.

16. Changes to These Rules

Operator may update these Rules by posting a revised version on the Site and updating the Effective Date (or providing other reasonable notice). Material changes may require renewed acceptance before continued trading. Continued use after the effective date of changes constitutes acceptance except where additional consent is required by law.

17. Governing Law and Venue

These Rules are governed by the laws of the State of California, USA, without regard to conflict-of-law rules.

Exclusive venue for disputes arising out of or relating to these Rules or the club shall be the state or federal courts located in Orange County, California, and you consent to personal jurisdiction there—unless applicable law requires otherwise (including any non-waivable consumer venue rights).

18. Severability; Entire Agreement; Assignment

18.1 If any provision is unenforceable, the remaining provisions remain in effect.

18.2 These Rules, the Ledger Terms, the Website Terms (as applicable), the Privacy Policy (Membership when in effect), and—when in effect—the Host / Lodging Addendum, the Hub / Drop-off Intake Addendum, and any published Lotus$ lodging-redemption restrictions schedule, are the entire agreement between you and Operator regarding membership and trading on Lotustay Exchange, and supersede prior conflicting member terms for this club.

18.3 Operator may assign these Rules in connection with a reorganization, merger, or sale of assets. You may not assign without Operator’s prior written consent.

19. Contact

Membership / Rules / Club: tommymai@tmaifinancial.com
Privacy: 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 until referral acceptance. Trading gated until Operator publishes enablement. No cash purchase of Lotus$ from Operator at launch. Do not claim live Lotustay.com Lotus$ redemption on the waitlist soft-launch. Default lodging rule when enabled: soft nights for Levels 1–7; Level 8 exception = any designated Lotustay.com lodging with Lotus$; cleaning/taxes/fees not covered by Lotus$ unless expressly stated (Operator default until changed). Lotus Path (Section 3A) is incentive-only; numeric thresholds as published by Operator. Not legal advice.