The Certificate Club on-line MEMBERSHIP AGREEMENT

  1. CONTRACT AND MODIFICATION OF CONTRACT
      The following terms & conditions constitute the contract by and among Member and The Certificate Club. Any use of The Certificate Club to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by The Certificate Club. They apply to all The Certificate Club Members' and to all transactions facilitated by The Certificate Club. At its sole discretion, The Certificate Club may amend this Agreement by giving Member thirty (30) days written notice via e-mail. The Certificate Club may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of The Certificate Club after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
     
  2. PARTICIPATION IN THE EXCHANGE
    1. NATURE OF THE PARTIES
      • a. The Certificate Club operates an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of The Certificate Club or its designee and through the medium of The Certificate Club Trade Dollars. The Certificate Club functions as a clearinghouse for the transactions of the Network membership.
      • b. The Certificate Club regulates the Network. The Certificate Club acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. The Certificate Club may contract with others to provide all or part of such services.
      • c. Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to The Certificate Club's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
      • d. The Certificate Club reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
      • e. The signer of this agreement hereby acknowledges that they are over 18 years old.
    2. DISCLAIMER OF WARRANTY AND LIABILITY
      • The Certificate Club makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold The Certificate Club harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against The Certificate Club arising out of any computer or software malfunction or processing errors.
    3. TAXES
      • Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is The Certificate Club responsible to pay any taxes on behalf of any Member. Transactions involving The Certificate Club Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and The Certificate Club reports The Certificate Club Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold The Certificate Club harmless for any actions The Certificate Club takes to comply with federal, state or provincial, and local laws.
     
  3. ADMINISTRATION OF THE EXCHANGE AND The Certificate Club TRADE DOLLARS
    1. NATURE OF The Certificate Club TRADE DOLLARS
      • Members' conduct transactions (purchases or sales of goods or services) using the The Certificate Club accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of The Certificate Club Trade Dollars.
      • A "The Certificate Club trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by The Certificate Club. The Certificate Club Trade Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by The Certificate Club Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither The Certificate Club nor Member shall consider The Certificate Club Trade Trade Dollars as legal tender, securities, or commodities. The Certificate Club disclaims any and all responsibility for the acceptance or negotiability of The Certificate Club Trade Dollars or for the availability of goods or services from any source.
    2. LIABILITY FOR The Certificate Club TRADE DOLLARS
      • Member acknowledges that The Certificate Club Trade Dollars in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that The Certificate Club transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe The Certificate Club Trade Dollars to the Exchange and are not the liability of The Certificate Club.
        • a. Member acknowledges and grants to The Certificate Club the right and power to regulate and control the number of The Certificate Club Dollars within the Network.
        • b. Member grants to The Certificate Club the right and power to borrow from the Network.
        • c. Member is NOT authorized to sell The Certificate Club Trade Dollars for cash.
     
  4. SUSPENSION OR TERMINATION
    1. If Member violates this Agreement or the currently effective Policies and Procedures, The Certificate Club may immediately terminate Members' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, The Certificate Club may reinstate Member or unfreeze Members' account.
    2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
      • a. All cash and The Certificate Club Trade Dollar service fees outstanding become due and payable immediately. No service fees will be refunded.
      • b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with The Certificate Club Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay The Certificate Club any remaining negative balance in cash.
      • c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within thirty days of termination. Any trade dollars remaining after ninety days will become the property of The Certificate Club.
     
  5. FEES
    1. Sign Up Fee:  $295.00
      Buy Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  5.00% 0.00%
      Sell Trade Fees:  Cash Fees:  Trade Fees: 
      Percent Fee:  5.00% 0.00%
      Fee Option: Standard Fees NOTE: ALL Cash Fees are in CAD  

    2. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. If You prefer to pay by check You can Pre-pay Your account and we will deduct the fees from Your available balance.
    3. Fees paid to The Certificate Club are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, The Certificate Club will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
    4. Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $0.00 per month, or 1.50% of the unpaid balance, whichever is more.
    5. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade dollars, if any.
     
  6. Non-competition Clause
      No member or broker of The Certificate Club (owned and operated by Nachem Inc. conducting business as The Certificate Club will solicit or contact for the purpose solicitation of other The Certificate Cub members to join that member's or broker's own barter exchange or barter exchange owned by others, at any time while being a member of The Certificate Club Barter Exchange for up to 1 (one) one year from that member's termination of membership from The Certificate Club. The penalty for such unauthorized solicitation or contact shall be $100.00 (one hundred dollars) per transaction.
     
  7. MISCELLANEOUS
    1. LEGAL REQUIREMENTS
      • Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. The Certificate Club shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold The Certificate Club liable for any action The Certificate Club takes to comply with applicable laws or regulations.
    2. NO WAIVER OF RIGHTS
      • The Certificate Club failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. The Certificate Club remedies are cumulative and are not exclusive of any remedies provided by law.
    3. SEVERABILITY; ATTORNEY'S FEES
      • Every item contained in this agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by The Certificate Club, Member shall pay The Certificate Club reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
    4. DISSOLUTION
      • If The Certificate Club terminates or otherwise ceases to do business, all Members' in a negative The Certificate Club Trade Dollar position will pay amounts they owe in cash (one The Certificate Club Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members' who are in a positive The Certificate Club Trade Dollar position. The Certificate Club is not liable to any Members' for cash or The Certificate Club Trade Dollars beyond the distribution of such funds.
    5. SECURITY INTEREST
      • Member hereby grants The Certificate Club a security interest in all Trade Dollars in Members' account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt all cash fees shall be due and payable in full. The Certificate Club shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if The Certificate Club does receive all of its cash fees in full, The Certificate Club shall reinstate the Trade Dollars to the Members' account.
    6. WARRANTY OF INFORMATION
      • Member warrants that it provides all information to The Certificate Club in good faith and that such information is accurate to the best of Members' knowledge.
    7. FAX & E-MAIL SIGNATURES
      • The Certificate Club will, and Member agrees that The Certificate Club may, accept a faxed or e-mailed signature as an original, legal signature.
    8. ENTIRE AGREEMENT
      • Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.
    9. NO WAIVER OF RIGHT
      • The Certificate Club's failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. The Certificate Club's remedies are cumulative and are not exclusive of any remedies provided by law.
    10. INDEMNIFICATION
      • MEMBER AGREES TO HOLD HARMLESS AND INDEMNIFY The Certificate Club, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF The Certificate Club's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
    11. JUDGMENT SETTLEMENT
      • In the event of a dispute between The Certificate Club and Member resulting in a judgment entered on behalf of the Member against The Certificate Club, Member agrees that The Certificate Club  shall have the right to satisfy said judgment in The Certificate Club trade dollars.
     
  8. APPLICABLE LAW
    1. This agreement shall in all respects be construed under the laws of the State of ON.
    2. Venue shall be St. Catharines, ON L2M 7W7 Canada.