This Value Card Alliance Member Agreement (“Agreement”) describes the terms and conditions applicable to use of the Value Card Alliance Exchange (as defined below). Each Member or potential Member should carefully read the terms and conditions of this Agreement, all of which a Member must accept and agree to before joining the Value Card Alliance Exchange. If you (the “Member”) buy or sell, or offer to buy or sell, goods or services on, in or through the Value Card Alliance Exchange, you are thereby accepting and agreeing to all of the terms of this Value Card Alliance Member Agreement, as amended from time to time. If you disagree with or cannot comply with any of the terms of this Agreement, you may not use the Value Card Alliance Exchange.

Value Card Alliance Exchange Member Agreement

This Agreement is made by and between Value Card Alliance. (“VCA”) and you (the “Member”). This Agreement describes the terms and conditions applicable to use of the Value Card Alliance Exchange by Member and by Member’s Authorized Users. Member acknowledges that VCA has provided Member with a copy of this Agreement, either by providing Member with a hard copy of this Agreement or by directing Member to a website on which this Agreement is posted. Member and each Authorized User has had an opportunity to discuss this Agreement before making transactions through the Value Card Alliance Exchange. By making, or attempting to make, a transaction through the Value Card Alliance Exchange, Member agrees that it will be deemed to have accepted and agreed to the terms of this Agreement, even though this Agreement may not have been signed by Member.

1. Nature of The Parties

1.1 VCA acts as a Clearinghouse and third-party record keeper of Trade Transactions among Members of the Value Card Alliance Exchange. Members comprise an association of sole proprietors and companies that trade their products and services in accordance with the terms and conditions set forth in this Agreement. VCA may, at its sole discretion, institute or engage in trading on its own behalf within the Value Card Alliance Exchange, and Value Card Alliance may borrow VCA Dollars and spend them within the Value Card Alliance Exchange. VCA does not give any assurance (i) that goods or services listed on the Value Card Alliance Exchange will remain available at the time any Member requests to make an offer or offers to purchase such goods or services or (ii) that any such goods or services will remain available on the terms listed.

1.2 VCA may contract with independent contractors for the provision, by these contractors, of member support or brokerage services associated with operation of the Value Card Alliance Exchange. These independent contractors operate from business locations other than from Value Card Alliance’s sole corporate office in Arizona, and function as independent business entities. Such contractors are not employees of VCA, and their authority to bind VCA is strictly limited by applicable policies and contractual obligations that are binding on such contractors.

2. Nature of VCA Dollars

2.1The term "VCA or VCA Dollar" refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of goods or services among Members of the Value Card Alliance Exchange. VCA Dollars are not legal tender, securities, or commodities, are not an obligation of VCA, and cannot be redeemed for cash or legal tender. In no event shall VCA be required to refund, redeem or pay any amounts to any Person for any VCA Dollars. VCA Dollars shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Members in any way, directly or indirectly, except as required for:

·       The bona fide trading of goods or services through the Value Card Alliance Exchange,

·       The payment of Fees,

·       or A Credit Line expressly authorized by VCA,

in each case in accordance with this Agreement and all rules and policies established by VCA. VCA disclaims any responsibility for the negotiability of VCA Dollars.

2.2. For purposes of trading and record-keeping within the Value Card Alliance Exchange, one VCA Dollar shall be assigned a value equivalent to one United States Dollar, and may be denominated as “1.00VCA”.

3. Member Eligibility

3.1Only individuals and businesses that have met VCA’s qualifications, and authorized persons designated by such businesses, may trade through the Value Card Alliance Exchange. Individuals or businesses that are not qualified may not use VCA’s services. VCA reserves the right to exclude any person, business, Member and/or any Authorized User at any time for any lawful reason. A Member may enter into Trade Transactions through the Value Card Alliance Exchange only through Authorized Users. Authorized Users are permitted to enter into Trade Transactions through the Value Card Alliance Exchange only if the applicable Member and such Authorized Users has agreed to the terms of this Agreement. Members are obligated to ensure that the Authorized Signatory has properly executed (or has otherwise agreed to be bound by) this Agreement and that such Authorized Signatory has received any permission or approvals required for Member to be subject to this Agreement. VCA may require, at any time, that each Member provide VCA a valid credit card, debit card, checking account routing and transit number information, or other guarantee of payment of fees. Member and each Authorized User acknowledges and accepts that in providing access to the Value Card Alliance Exchange, VCA has relied upon such Person's agreement to be bound by the terms of this Agreement.

4. Conduct of Transactions

4.1. Legal Right to Sell Listed Goods. Members shall list on the Value Card Alliance Exchange only such goods and services that Member has the right to sell on, in or through the Value Card Alliance Exchange.

4.2. Listings. All listed items must be listed in an appropriate category. VCA reserves the right to remove any Listing of a Member from the Value Card Alliance Exchange and/or to change its location in the Value Card Alliance  Exchange. All Listings of a Member must comply with VCA’s Listing Policy. Members are not permitted to in any way manipulate, alter, interfere with or otherwise affect another Member's Listings. Listings that promote bonus items, giveaways, or random drawings or prizes as an enticement for buyers must be legal promotions in all jurisdictions where the promotion is available. It is Member’s responsibility to determine the legality of Member’s promotion. If VCA finds that a promotion is illegal, then that promotion will be deleted.

4.3. Process for Trade Transactions. Trade Transactions through the Value Card Alliance Exchange must be concluded between Members in the following manner: A buyer must always identify himself to a seller as a VCA Member prior to purchasing goods or services from that seller through the Value Card Alliance  Exchange. Before requesting an authorization from VCA of a Trade Transaction, the buyer and seller must first reach an agreement on the terms under which the buyer will buy, and the seller will sell, the subject goods or services of the seller on, in or through the Value Card Alliance Exchange. Buyer and seller may use pre-printed or computer-generated trade authorization drafts to memorialize their transaction, if they wish to do so. Copies of any such written indicia of sale or Settlement should be maintained in Seller’s business records. After the seller Settles the sale/purchase, the seller must request authorization from VCA for the Trade Transaction either by (i) contacting the local VCA office, or (ii) calling our 24-Hour Telephone Authorization Program, or (iii) accessing the online authorization system, or (iv) processing the transaction through a VCA approved merchant credit card terminals. In any case, the seller shall require a personal identification number or password to access the authorization system, and will be required to provide the number of the Account or company name associated with the buyer, the number of the Account or company name associated with the seller and the purchase/sale price denominated in VCA Dollars. VCA Dollars will be transferred from the Account associated with the buyer to the Account associated with the seller only if the Automated Authorization Program or the local VCA office has granted an authorization number for the Trade Transaction. After an authorization number is granted, a period of up to one full business day may elapse before the seller’s account is credited, to permit time for internal review and controls. If the buyer disputes the transfer of the VCA Dollars from the Account associated with the buyer, it must notify VCA within the time periods set forth in Section 28, and such Disputes shall be resolved in accordance with Section 28 of this Agreement.

4.4. Authorization by VCA. VCA will not effect a transfer of any VCA Dollars from the Account associated with the buyer or to the Account associated with the seller in connection with a Trade Transaction, unless such Transaction was first authorized by VCA and given an authorization number. VCA reserves the right to refuse to authorize a Transaction in the event of any of the following:

·       The Account associated with the buyer does not have sufficient VCA Dollars or Credit Line available for the purchase,

·       The buyer or the seller (or the Account associated with such Person) is not a Member in good standing

·       VCA has reason to believe the transaction is prohibited by law, by the terms of this Agreement, or by an agreement with the other party to the transaction,

·       A credit card provided by (or on behalf of) either the buyer or the seller fails during the processing of Fees (regardless of whether arising from such transaction or a prior transaction),

·       An electronic funds transfer (EFT) by or on behalf of either the buyer or the seller fails during the processing of Fees (regardless of whether arising from such transaction or a prior transaction),

·       A check provided by (or on behalf of) either the buyer or the seller during the processing of Fees is returned for insufficient funds (NSF), or

·       For any other lawful reason.

Notwithstanding the foregoing, VCA has no obligation to evaluate the lawfulness of any transaction conducted through the Value Card Alliance Exchange.

4.5. Transfer of VCA Dollars. Member and each Authorized User understands and agrees that upon authorization from VCA, the amount of VCA Dollars constituting the agreed upon purchase price is charged (debited) to the purchaser, and credited to the seller. A period of up to one full business day may elapse before the seller’s account is credited, to permit time for internal review and controls.

4.6. Safe Trading. The Member bears sole responsibility for the authentication of the identity of any Person the Member may trade with. Because authentication is difficult, particularly on the Internet, VCA cannot and does not confirm any Person's purported identity. Members should communicate directly with potential trading partners and establish their own standards for identity authentication.

4.7. Release. Because VCA is not involved in any actual transaction between Members, or between a Member and a Third Party on, in or through the Value Card Alliance Exchange, in the event that any Member has a Dispute with one or more other Members or with one or more Third Parties, such Member releases VCA (and VCA’s parent, subsidiaries, directors, officers, employees, independent contractors, and other agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Disputes.

4.8. No Key Word Spamming. Listings that include unrelated key word terms used in effort to gain unfair exposure for seller's good or service are not permitted and will be deleted.

4.9. Links. Users may place a simple link to another Web page in the description portion of their Listing to help provide more information about the listed item. However, the following links are not permitted and will be deleted:

·       Links to sites offering merchandise prohibited on the Value Card Alliance Exchange

·       Links to other online trade exchanges

·       Links to sites offering the same merchandise for cash, or for the same or lower price

4.10. No Control Over Member and Third-Party Information. VCA is not responsible for, and does not control, represent or endorse the accuracy, reliability, integrity or legality of any Information provided by Members and Third Parties available on, in or through the Value Card Alliance Exchange, including Information that is transmitted on behalf of Members by VCA contractors or employees. Members and Third Parties are solely responsible for their respective Information. Members may find other Members' or Third Parties' Information to be offensive, harmful, inaccurate or deceptive. Members should use caution, common sense and practice safe trading when using the VCA Exchange. There may also be, and Member accepts full responsibility for, any risks associated with dealing with foreign nationals and Persons acting under false pretense.

4.11. No Right to Stop Payment. Neither the buyer nor the seller has the right to stop any payment about to be made to VCA or the seller in respect of any Trade Transaction once it has been authorized by VCA. A Trade Transaction relating to any offer to purchase goods or services through the Value Card Alliance  Exchange is deemed completed upon transfer of the relevant VCA Dollars to the Account associated with the seller. Member is obligated to pay to VCA all Fees arising from a Trade Transaction even if the buyer refuses to take delivery or rejects goods after a Trade Transaction is authorized by VCA.

4.12. Implied Terms of Sale. The terms of sale, and terms of delivery, of goods or services in any transaction through the Value Card Alliance Exchange are to be negotiated between the buyer and the seller. To the extent that a buyer and seller do not explicitly agree to particular terms of sale or delivery, Member agrees that the provisions of Art. 2 (Sales) of the Uniform Commercial Code, shall apply to all sales of goods through the Value Card Alliance Exchange.

4.13. Consent to Receive Electronic Mail from VCA. Member hereby expressly consents to receipt from VCA (or from its independent contractors, parent or subsidiaries) of electronic mail messages containing information promoting the sale, lease, or other disposition of goods or services made available through the Value Card Alliance Exchange, or containing information regarding the operation of the Value Card Alliance Exchange.

4.14. Right to Escrow Funds. Notwithstanding any other provision of this Agreement, VCA, at its sole discretion, may allow a buyer and a seller to use the following escrow procedure for a Trade Transaction:

·       Each of the buyer and the seller must submit a request to the broker assigned to the Account, requesting use of the escrow procedure, specifying the amount subject to the escrow, and specifying the agreed-upon maximum escrow period.

·       If and when VCA grants such request, the amount of VCA Dollars that the buyer and the seller agree to place in escrow will be "set aside," either by placing the Dollars into a separate Escrow Account or by placing them beyond use in a Member account

·       Until the seller Settles the sale/purchase or the escrow period (if any) expires (whichever is earlier), such amount will not be credited to Authorized Users of the Account associated with the buyer for use in other Trade Transactions. Similarly, such amount will not credited to the Account associated with the seller, and therefore will not be available to Authorized Users of the Account associated with the seller for use in other Trade Transactions.

·       The seller must notify VCA after it has Settled the sale/purchase. VCA will then notify the buyer to confirm Settlement. Upon confirmation from the buyer, VCA will transfer the amount of VCA Dollars "set aside" to the Account associated with the Seller.

·       If the escrow period expires prior to Settlement by the seller, the amount of VCA Dollars "set aside" will be returned to the buyer and will again be available to Authorized Users of the Account associated with the buyer for use in other Trade Transactions.

4.15 Transaction Requirements. All Trade Transactions, unless otherwise approved by VCA, are required to be transacted at 100%VCA up to $2000.00.  The remaining balance may be negotiated at a cash/trade ration between buyer and seller.  The VCA$ portion of the transaction does not include any taxes and or gratuities unless approved by seller.

5. Trading with Clients of Affiliated Independent Trading Systems.

VCA is affiliated with a number of independently-owned and independently–operated trading systems, which Member may on occasion have access to through the Value Card Alliance Exchange. These other trading systems are located throughout the world. Transactions through VCA between Member and a client of one of these independent but affiliated trading systems are subject to VCA policies and to trade restrictions and trading quotas that exist between trading systems, which may change over time.

6. Member’s Account

6.1. General. VCA is not a bank. The Account Balance is denominated solely in VCA Dollars. The Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or other such government or quasi-governmental agency. All VCA Dollars generated by Trade Transactions entered into by Member will be commingled in the Account, and can be used (i) by Member (or any Person using an Authorized User's VCA Codes) as buyers in other Trade Transactions, (ii) by VCA to set-off any amounts (including, but not limited to, Fees) denominated in VCA Dollars owed by Member under this Agreement, (iii) by VCA to reduce any negative Account Balance arising from Trade Transactions previously entered into by Member (or any Person using an Authorized User's VCA Codes), regardless of whether the VCA Dollars used were generated by the same Person. VCA will not pay interest on positive Account Balances and does not guarantee that there will be adequate VCA Dollar reserves to cover all outstanding claims against the Value Card Alliance Exchange.

6.2. Positive and Negative Balances. A positive Account Balance (i.e. a credit balance) denotes the right of Member to purchase goods and services offered by other Members willing to accept VCA Dollars in payment for those goods and services. A negative Account Balance (i.e. a debit balance) creates an obligation on the Member to sell goods or services to other Members to the extent of the VCA Dollar deficit. In the event Member cannot, over a period of one hundred eighty (180) consecutive days, generate sufficient VCA Dollars through Trade Transactions to eliminate any negative Account Balance (or if the Account has a Credit Line, the excess of the negative Account Balance over the Credit Line), Member agrees, at the request of VCA,  to pay VCA an amount equal to one U.S. Dollar ($1.00) per VCA Dollar.

6.3. Restrictions. VCA may, in its sole discretion:

·       Restrict use of VCA Dollars deposited in the Account for a Trade Transaction for a period of time after the completion of such Trade Transaction and thereafter pending resolution of any Dispute regarding such Trade Transaction,

·       Modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Member;

·       Require escrow, vesting or other procedures before the Member can use VCA Dollars in the Account, or

·       Cancel, freeze and/or otherwise restrict sales or purchases or the use of VCA Dollars in the Account by the Member in connection with a Default by Member (see Section 24).

6.4. Inactivity. An Account will be considered abandoned if Member has not entered into a Trade Transaction over any period of three hundred sixty five (365) consecutive days. VCA may, at its sole discretion, terminate an abandoned Account in accordance with Section 25 (regardless of whether the abandoned Account has a positive or negative Account Balance), and any positive Account Balance will be transferred out of the Account and held in Escrow for a period of 1 year.  After 1 year Member will not receive any value for such positive Account Balance. If the Account has a negative Account Balance at the time of termination, Member agrees to pay VCA an amount equal to one U.S. Dollar per VCA Dollar owed as per Section 25.

6.5. Security Interest. Member hereby grants VCA a security interest in all VCA Dollars credited and to be credited to the Account to secure the amount of all unpaid Fees and other obligations to VCA (whether payable in VCA Dollars or U.S. Dollars) of Member and/or any Authorized User.

7. Special Offers and Promotions.

7.1. From time to time, VCA may, in its sole discretion, make special offers and promotions, such as reduced fees, discounts, incentives or other benefits, available to all or some Members without creating any obligation on its part other than as explicitly set forth in such offers or promotions, including, but not limited to, any obligation to continue such offers or promotions on an ongoing basis. VCA also may enter into contracts with third party providers of particular goods or services whereby these providers agree to offer their goods or services to VCA Members through the Value Card Alliance Exchange in exchange for payment from Members partially in the form of US currency and partially in the form of VCA Dollars. VCA, at its sole discretion, may designate such providers as the exclusive provider of particular classes of goods or services within the VCA Exchange and prohibit other Members from trading such classes of goods or services during any period of exclusivity granted to the third party provider.

8. Credit Lines and VCA Dollar Advances

8.1. VCA may, but is not obligated to, extend a Credit Line to the Account on terms and conditions as determined by VCA in its sole discretion. Members shall not permit any negative Account Balance to exceed the Credit Line at any time. VCA may, in its sole discretion and without liability to Member or any Authorized User, at any time for any reason without prior notice:

·       Change the Account's Credit Line at any time for any reason,

·       Permit any negative Account Balance to exceed the Credit Line VCA has set from time to time, or

·       Require that Member immediately pay in full an amount in U.S. Dollars equal to the excess of the negative Account Balance over the Credit Line, even if such excess results solely from a reduction in the Credit Line.

8.2. Member acknowledges these rights and powers and further acknowledges that any Credit Line extended to the Account shall carry fees and other charges (including, but not limited to, late charges and over-limit fees) in accordance with our Fee Policy, Fee Schedules, and our credit and billing policies.

8.3. Any Account in arrears over ninety (60) days in Fees due may have any Credit Line immediately revoked by VCA at any time thereafter unless or until all Fees and charges are paid in full. Upon such revocation the entire amount of the negative Account Balance may, at VCA’s sole discretion, become immediately due and payable in an amount equal to one U.S. Dollar per VCA Dollar owed.

9. Compliance with Policies and Laws.

9.1. Member and each of its Authorized Users shall adhere to all of VCA’s rules and policies, as amended from time to time, posted on the VCA Site or otherwise provided to such Member, including the following:

·       VCA Privacy Policy. As stated in our Privacy Policy, VCA may change its Privacy Policy from time to time and such changes shall become effective after VCA provides Members with at least fourteen (14) days notice of such changes either in writing or by posting the changes on the VCA Site. If a Member or any of its Authorized Users use the Value Card Alliance Exchange following such notification, it will mean that the Member has agreed to the change.

·       VCA Fee Policy. VCA may change its Fee Policy from time to time by notifying our Members of such changes either in writing or by posting the changes on the VCA Site. Changes to the Fee Policy that waive, decrease or suspend Fees shall become effective immediately after VCA provides such notice. Changes to the Fee Policy that increase Fees or impose new Fees shall become effective fourteen (14) days after VCA provides such notice. If the Member or any Authorized User transacts (or attempts to transact) business through the Value Card Alliance Exchange after the effective date of the change or if any person uses such Member’s Codes, it will mean that the Member has agreed to the change. Even if the foregoing does not occur, if any negative Account Balance remains outstanding or any U.S. Dollar Denominated Debt remains unpaid after the effective date of the change, it will mean that the Member has agreed to the change and that such change may apply to any negative Account Balance and any U.S. Dollar Denominated Debt outstanding as of the effective date and to any pending (but not yet authorized) or future Transactions by such Member.

·       VCA Prohibited and Restricted Items Policy. The VCA Prohibited and Restricted Items Policy, as amended from time to time, is incorporated herein by reference.

·       The provisions of this Agreement, including but not limited to those provisions relating to Listings, Taxes, Restricted Items, and Dispute Resolution, may be changed by VCA from time to time by notifying Members of such changes either in writing or by posting the changes on the VCA Site. Such changes shall become effective immediately after VCA provides such notice.

·       In addition, VCA shall have the right to establish, and each Member and Authorized User agrees to abide by, general policies and rules concerning use of the Value Card Alliance Exchange.

9.2. Member and each Authorized User shall fully comply with all laws, regulations, ordinances, rules (including, but not limited to, ethical and professional rules) and industry, professional or similar standards relating to:

·       Listings and other Information of the Member or such Authorized User,

·       The buying and selling of goods and services by the Member or such Authorized User on, in or through the Value Card Alliance Exchange,

·       Other uses of the Value Card Alliance Exchange by the Member or such Authorized User, and The payment of Fees to VCA associated with the above.

9.3. VCA is not responsible in any way for ensuring such compliance. The Member and each Authorized User will not offer to sell or buy, or will not sell or buy, any goods or services (or consummate any transaction that was initiated using the Value Card Alliance  Exchange) that, by paying the associated Fees to VCA, could cause VCA to violate any such applicable laws, regulations, ordinances, rules, and standards, or that are otherwise illegal using the Value Card Alliance Exchange. If the Value Card Alliance Exchange does not provide adequate facility or features for the Member or any Authorized User to comply with all such applicable laws, regulations, ordinances, rules, and standards, then such Member or Authorized User shall not use the Value Card Alliance Exchange to offer to sell or buy, or sell or buy, the relevant goods or services. Without limiting the generality of the foregoing, the Member and each Authorized User acknowledges and agrees that VCA is not an importer or exporter of any goods or services sold internationally on or through the Value Card Alliance Exchange and that:

·       Member will not export from the United States any good, service or technology listed or otherwise offered on, in or through the Value Card Alliance Exchange in violation of U.S. law, rules or regulations,

·       In connection with each of Member’s Listings and other offers to sell or purchase, and sales and purchases of, goods and services on, in or through the Value Card Alliance Exchange, Member shall be solely responsible for ensuring full compliance with, and Member will comply with: (i) all applicable customs, export control, sanctions, anti-boycott and other international trade laws, rules, ordinances, and regulations of the United States (including, but not limited to, any applicable regulations promulgated by the U.S. Department of State, the U.S. Customs Service, the Bureau of Export Administration, the Office of Foreign Assets Control, the Federal Trade Commission, the U.S. Treasury Department, the IRS, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and other laws and regulations governing U.S. trade in goods and services with foreign nations, nationals and legal entities, including those physically located within the United States), and (ii) all similar laws, rules, ordinances, and regulations of other relevant jurisdictions (including, but not limited to, the country where it/he/she is located, the country where the goods are located or services are to be performed, and the country where the other party to the transaction is located).

10. No Avoidance of Fees.

10.1. The Member and each Authorized User agrees:

·       Not to conclude a transaction with another party outside the VCA Exchange if the respective goods or services have been listed on the Value Card Alliance Exchange, or Member has identified and/or engaged in negotiations with such party with regard to the respective transaction on or through the Value Card Alliance Exchange, and

·       Not to engage in any other practice for the purpose of avoiding or reducing Fees.

If the Member or any of its Authorized Users concludes a transaction outside of the Value Card Alliance Exchange in violation of this Section, such Member shall be liable to VCA for five times all Fees avoided and shall be subject to additional sanctions, including termination of access to the Value Card Alliance Exchange or the Account.

10.2. If the Member or Authorized User is found to have engaged in any practice designed to purposely avoid or reduce Fees, Member agrees to pay all Fees in full associated with said transaction.  Member also agrees to pay a fine of $500.00 per occurance to be assigned at VCA’s sole discretion.  At VCA’s discretion Member may also be subject to VCA’s account cancellation policies.

11. Fair Market Value Pricing of Goods and Services Traded Through Value Card Alliance Exchange

11.1. Goods and services listed on the Value Card Alliance Exchange must be priced in VCA Dollars (denoted as “VCA$”). The value of VCA$1.00 is equivalent to 1.00 US Dollar (denoted as "US$" or "cash"). All goods and services shall be listed for sale at a VCA$ price equal to the Member's prevailing cash price (e.g. an item that normally sells for US$99.95 cash must be listed at VCA$99.95 on the Value Card Alliance Exchange).

11.2. VCA reserves the right to request documentation supporting a Member's VCA$ valuation of a listed item with evidence of other valid cash sales at the same price. Failure to provide adequate documentation of cash sales to support the VCA$ listed price may result in the deletion of the Member's Listings from the Value Card Alliance Exchange.

12. No Warranty or Guarantee

12.1. VCA is not a guarantor of any Trade Transaction. VCA (and its independent contractors, parent and subsidiaries) do not guarantee, warrant, or make any representation regarding any of the following:

·       The quality, quantity, delivery, value, condition, safety, legality, merchantability, fitness for a particular use or purpose, timeliness or accuracy, or any other characteristics of any goods or services placed into or purchased through or otherwise advertised on or through the Value Card Alliance Exchange by a Member or Third Party;

·       The accuracy, reliability, or integrity of any information provided to VCA by a selling Member or Third Party and disseminated by VCA on behalf of that selling Member or Third Party;

·       The ability of any selling Member or Third Party to sell goods or services;

·       The availability of goods or services within the Value Card Alliance Exchange, or the ability of any buying Member or Third Party to buy goods or services;

·       The volume of business that any Member will derive from participation in the Value Card Alliance Exchange or through use of VCA Dollars;

·       The value of VCA Dollars or of the future existence or viability of the Value Card Alliance Exchange.

·       That there will be adequate VCA Dollar reserves to cover all outstanding claims in the Value Card Alliance Exchange.

·       That the Member will be satisfied with the selection of products or services offered through the Value Card Alliance Exchange at any given time, or with the prices for such products or services.

·       The accuracy, reliability, integrity or legality of any offer, proposal, statement, data, opinion, or other content displayed or distributed through the Value Card Alliance Exchange.

12.2. Whenever any Member either makes an offer to enter into or enters into a Trade Transaction through the Value Card Alliance Exchange, such Member acknowledges that:

·       The sole parties to any such Trade Transaction are the selling Member, on the one hand, and the buying Member or Third Party involved, as applicable, on the other hand, and not VCA (unless explicitly designated as such by VCA),

·       Each Trade Transaction is entered into voluntarily, and incurs normal risks associated with any business transaction, and

·       Each Member will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into such Trade Transaction.

12.3. If a seller fails to deliver goods or services pursuant to agreed-upon terms, subject to the provisions of the “Disputes” section of this Agreement (Section 28), buyer’s only recourse shall be against the seller, and not against VCA or against VCA’s parent, subsidiaries, or independent contractors.

12.4. If a seller seeks the protection of bankruptcy, receivership, or assignment for the benefit of creditors before fully performing its obligations arising from a transaction through the Value Card Alliance Exchange, VCA may at its sole option act as buyer’s agent for submitting claims to the bankruptcy or receivership estate, but VCA shall have no obligation to do so, nor shall VCA have responsibility to make the buyer whole inside or outside of the bankruptcy or receivership estate. Buyer shall have all the rights of similarly-situated bankruptcy or receivership creditors against the debtor, but shall have no separate action against VCA, its parent, subsidiaries, or independent contractors.

13. Trading System Deficits and Adjustments

13.1. As set forth in Section 6.2, a “positive” or “credit” balance in a Member’s Account denotes the right of Member to purchase goods or services offered by other Members through the Value Card Alliance Exchange using VCA Dollars. A “negative” or “debit” balance in Member’s Account creates an obligation on Member to sell goods or services to other Members to the extent of the deficit. A negative account balance represents an obligation by the Member to other members of the Value Card Alliance Exchange, and is not a liability of VCA (which is the facilitator of trading within the Value Card Alliance Exchange). Notwithstanding the above obligations of Members within the Value Card Alliance Exchange, it is possible that accounting imbalances will arise within a local VCA trading system or within the Value Card Alliance Exchange as a whole, causing certain geographic components of the Value Card Alliance Exchange trading system, or the entire Value Card Alliance Exchange trading system, to develop a net imbalance or deficit condition.

13.2. VCA may from time to time engage in activities on behalf of all Members to maintain the value of VCA Dollars, including but not limited to 1) engaging in programs to generate VCA Dollar revenue, where the resulting revenue will be allocated to each Member in the Value Card Alliance Exchange in conjunction with equal write-offs of said revenue (a zero sum transaction for the Member), or 2) purchasing inventory on behalf of the trading system as a whole for the purpose of stimulating trading. Member acknowledges that these trading system support transactions may occur, and consents thereto. These activities shall not be considered to be Trade Transactions for purposes of fee calculations or activity reporting.

14. Dissolution of Trading System.

14.1In the event that the Value Card Alliance Exchange ceases operating as a facilitator of trade transactions between its Members (or during any period in which the VCA Exchange is in the process of winding up its operations or is subject to receivership or protection of bankruptcy) VCA (or the Value Card Alliance Exchange) may delay payment of trade credit balances for a reasonable period of time during which it will attempt to collect the US Dollar equivalent of as many outstanding trade debit balances as practicable from Members. When, in the sole discretion of VCA, a reasonable share of outstanding trade debit balances have been collected from Members, these collected funds will be used first to pay the wind-up expenses of the Value Card Alliance Exchange, and thereafter will constitute a fund from which then-outstanding trade credit balances will be paid on a pro rata basis from this fund to Members holding trade credit balances. Other than the foregoing winding-up process, neither VCA, the Value Card Alliance Exchange, nor any shareholder of the Value Card Alliance Exchange, shall have any liability to compensate Members or members of the Value Card Alliance Exchange, or any third party beneficiaries, in any way for their trade credit balances in the event of any dissolution or winding-up of the Value Card Alliance Exchange.

15. Fees for VCA Services

15.1. The Value Card Alliance Exchange operates on a fee basis. Particular Fees are denominated in, and payable in, either VCA Dollars or U.S. Dollars (as specified in the relevant statement of applicable Fees). Applicable fees are described both in: 1) this Section, 2) any VCA Member Application signed by the Member and 3)as notated on the VCA website, as amended from time to time by any separate statement of applicable transaction fees delivered to the Member by VCA, the most recent in time of which is incorporated herein by reference. Fees applicable to a particular Member may be amended prospectively at any time by VCA, at is sole discretion, by delivering a revised statement of applicable Fees to Member by U.S. Mail, by electronic mail, or by such other means as are reasonably calculated to provide actual notice.

15.2. Transaction fees arising from a Trade Transaction are imposed at the time such Trade Transaction is deemed completed pursuant to the terms of this Agreement. If a Trade Transaction is the subject of a Dispute that has been properly noticed pursuant to Section 28 of this Agreement, VCA will determine, in its sole discretion, whether any Fees relating to or arising from such Trade Transaction should be reversed in part or at all, or whether any Fees arising from a Trade Transaction are to be held in abeyance pending resolution of a Dispute. Member is liable for, and must pay all VCA Dollar- and U.S. Dollar -denominated Fees arising from or relating to Trade Transactions entered into by the Member, the Member’s Authorized Users, and any Person using the Member’s or the Member’s Authorized User's VCA Codes. VCA reserves the right to change its Fees or other charges from time to time and for any reason and thereby:

·       Increase or decrease the Fees,

·       Establish and charge new Fees for services provided for some or all of our Members, or

·       Temporarily or permanently waive, decrease or suspend Fees for all or some of our Members.

15.3. On any Trade Transaction negotiated for partial cash payment by prior agreement between the buyer and the seller, the parties shall pay VCA Trade Transaction Fees on the cash as well as the trade portion of such Trade Transaction.

15.4. All Fees are in payment for services rendered by VCA in connection with processing Member into the Value Card Alliance Exchange, operating the Value Card Alliance Exchange (including the Clearinghouse and brokerage functions), administering the Policies, maintaining records and facilitating Members’ use of the Value Card Alliance Exchange.

15.5. Member agrees to pay VCA the full amount of Fees due within fifteen (15) days of issuance of the monthly Statement of Account. In addition to any legal or contractual remedies VCA may have, VCA has the right to levy a late charge payable in VCA Dollars or U.S. Dollars on any past due negative Account Balance or U.S. Dollar Denominated Debt. Member agrees to waive all rights to usage of any positive VCA Dollar balance in Member’s Account and grants VCA the right to hold any such balance so long as any Fees remain overdue.

15.6. Any Member whose Account is delinquent more than two times within a six (6)-month period may be, at VCA’s sole discretion, required to provide VCA a valid credit card number and, in so doing, authorizes VCA to charge such credit card for all past or future Fees owed by that Member.

15.7. VCA may close any Account continuing in a delinquent status for six (6) consecutive months without notice. VCA Dollars in such Account will be forfeited unless outstanding Fees are paid. If the Account Balance is negative on the date of account forfeiture, an amount equal to the U.S. Dollar equivalent of the negative Account Balance shall be immediately due and payable by Member to VCA (regardless of any Credit Line in place at the time of account closure). The Account may be reestablished and the VCA Dollars returned to such Account if the Member pays VCA all outstanding Fees (minimum $25)

15.8. VCA may, at its sole option, require advance payment of Fees.

15.9. Except as expressly provided above in this Section 15, all Fees are non-refundable, even if such Fees result from unauthorized use of a VCA Code, and even if the Member:

·       Fails to complete or fulfill a Trade Transaction with a buyer or seller,

·       Is dissatisfied with a Trade Transaction, or

·       Believes that it has been defrauded.

15.10. Fees are due upon receipt.  Late charges of a minimum of $10 may be assessed beginning after 30 days.  Late charges will continue to be assessed and due even after the assignment to a third party collections company.

15.11. Collections of Fees. Notification of pending collections assignment may be made after 90 days.  Accounts may be assigned to a third party collections agency after 120 days. At which time member will be responsible for any and all costs associated with said collection.  VCA also reserves the right to report delinquent accounts to any and all credit reporting bueras.

15.12. In addition to Fees or other charges set forth in any Member Application or other separate written statement of applicable transaction fees delivered to the Member by VCA, Member agrees to pay the following fees and charges:

·       Late Fees. All Fees set forth in a monthly Statement of Account are due within 15 days of issuance of the Statement of Account. In the event that cash fees are not paid by Member within the same calendar month in which the Statement of Account is issued, late charges of 1.25% or US$10.00(whichever is greater plus VCA$10.00 may be assessed each month thereafter until all overdue charges are paid in full.

·       Special Service Charge on Negative Balances. Any Account which has a negative (deficit) balance at the close of business on the final business day of a calendar month shall have deducted from the Account Balance an amount of VCAA Dollars equal to one percent (1.5%) of the portion of the negative (deficit) balance on that day that is less than or equal to the Account’s approved credit limit.

·       Overdraft Charge. Any Account which exceeds its approved credit limit as of the close of business on the final business day of a calendar month shall have deducted from the Account Balance an amount of VCA Dollars equal to two percent (3%) of the entire negative (deficit) balance. Overdraft Charges are in addition to applicable Special Service Charges on Negative Balances.

·       Returned Check/Rejected Transaction Fee. A fee of twenty five US Dollars (US$25) will be assessed in the event that any check is returned for insufficient funds, or any automatic clearing house (ACH) or credit card transaction is rejected.

·       Shipping and Handling Fees. In the limited situations where VCA itself is the seller of goods or through the Value Card Alliance Exchange, it shall be the buyer’s responsibility to pay all shipping charges. When VCA sends scrip to a Member, the Member shall be responsible to pay all shipping charges. In transactions in which VCA is not a buyer or seller, responsibility for shipping charges may be negotiated by the parties. Absent other agreement, shipping charges shall be the responsibility of the buyer.

·       Research Fees. VCA reserves the right to charge a reasonable Research Fee if Member makes a special request that VCA perform extensive research on prior transaction history or similar matters.

16. Taxes

16.1. Each Member must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to VCA before engaging in any trading through the Value Card Alliance Exchange. By signing a Member application and/or engaging in any transaction through the Value Card Alliance Exchange, MEMBER THEREBY DECLARES AND AFFIRMS THAT THE TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, SOCIAL SECURITY NUMBER OR OTHER APPLICABLE TAX IDENTIFICATION NUMBER) PROVIDED TO VCA IS THE MEMBER’S CORRECT TAXPAYER IDENTIFICATION NUMBER (AND/OR, IF APPLICABLE, CORRECT SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER) AND THAT MEMBER IS NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) MEMBER IS EXEMPT FROM BACKUP WITHHOLDING, OR (B) MEMBER HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT MEMBER IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (C) THE IRS HAS NOTIFIED MEMBER THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.

16.2. All VCA Dollars earned from Trade Transactions are taxable. VCA Dollars are a means of satisfying an obligation. When VCA adds VCA Dollars to an Account, the seller has completed the earning process. Sellers must include in their reported income the value of the VCA Dollars that are added to their Account, even though they may not actually receive goods or services from other Members until a later tax period.

16.3. Member is responsible for the reporting and payment of all applicable local, state and federal, and non-U.S. taxes that result from Trade Transactions. Member is responsible for billing and collecting sales tax due from buyers. There are a number of different factors that determine Member’s total tax on sales. Because of this, VCA recommends that Member contact a tax consultant who is qualified to advise Member about tax ramifications of sales on the Value Card Alliance Exchange.

16.4. VCA will report sales of its Members to the IRS as required by law under the Tax Equity and Fiscal Responsibility Act. Trade sales by Members that are not incorporated (sole proprietorships, partnerships, individuals) are required to be reported to the IRS on a transactional basis. Sales by Members that are corporations may be reported on an aggregate basis.

16.5. Member agrees and affirms that VCA is not acting as its agent, and in the event any jurisdiction successfully asserts such relationship or otherwise successfully asserts any obligation to collect or pay any transfer tax upon VCA, Member agrees to hold VCA (and its parents, subsidiaries, employees, attorneys, independent contractors, and agents) harmless, and will reimburse all such taxes (including any interest, penalties and other costs) incurred by VCA, in cash, upon presentment. Member shall, to the fullest extent permitted by law, indemnify and hold harmless VCA and all of its parents, subsidiaries, officers, employees, attorneys, independent contractors, and agents, from and against any and all costs and expenses (including attorneys fees) arising from any failure by Member to comply with applicable tax laws.

 17. Statements of Account

17.1. VCA will, by mail, e-mail, postings on the VCA Site or other reasonable means, provide the Statement Contact with a Statement of Account approximately every four (4) weeks (the period covered by each Statement of Account will vary between 27 and 34 days), (i) when a Trade Transaction entered into by the Member during such period, (ii) if a Fee has been imposed during such period (iii) or as required by applicable law. Each Statement of Account will set out each entry during such period as well as the total positive or negative Account Balance and the total U.S. Dollar Denominated Debt. VCA will send only one Statement of Account for the Account, which will be sent to the Statement Contact. No other Persons will be sent a Statement of Account. Failure to receive a Statement of Account will not relieve Member of its obligation to deliver goods or services to another Member or to pay any amount (in VCA Dollars or U.S. Dollars) that is due and payable to VCA or to another Member. If the Statement Contact has any doubt about whether a Statement of Account (or an entry or balance recorded in it) is correct, he/she must notify his/her assigned VCA broker by mail, with a copy sent by mail to "Attention: Member Services Department, Value Card Alliance Exchange, at the address set forth on the Statement of Account within thirty (30) days after the date of such Statement of Account. VCA will evaluate a claim within a reasonable time, but our initial response shall take no longer than fourteen (14) days. If the Statement Contact does not notify VCA as required, VCA is entitled to treat the relevant Statement of Account, and all entries and balances therein, as complete, correct and binding on the Member, and VCA will be released from all claims by the Member in respect of such Statement of Account, entries and balances.

18. Member Information

18.1. Requirements. Member agrees that all Information (including, but not limited to, Listings) provided by Member or its Authorized Users to VCA (“Member Information”):

·       Shall not be not false, inaccurate or misleading,

·       Shall not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, regulation, ordinance, rule or industry (or similar) standard,

·       Shall not infringe, plagiarize or violate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy,

·       Shall not be obscene, defamatory, libelous, slanderous, harassing, abusive, vulgar, threatening, racially or ethnically hateful, or otherwise objectionable (including, but not limited to, that pertaining to sexual orientation) or otherwise result in any actionable injury, damage or harm to any third party,

·       Shall not create any liability for VCA or cause VCA to lose (in whole or in part) the services of our suppliers or partners,

·       Shall not include descriptions of, or otherwise offer to sell, products or services that violate the VCA Restricted Items Policy, or that are otherwise prohibited under this Agreement (inclusive of any documents it incorporates by reference),

·       Shall include all required and appropriate warnings, information and disclosures in connection with Listing, buying or selling goods or services by Member on, in or through the Value Card Alliance Exchange, including, but not limited to, disclosure on: (i) all amounts to be paid by buyer, including, but not limited to, any sales or other taxes and shipping costs, (ii) shipping information (if applicable), customer service, warranties and exchange/refund policies and (iii) all applicable restrictions and all disclosures required by law,

·       Shall be promptly updated by Member as necessary or appropriate to keep all of Member’s Information (including, but not limited to, Listings) current, complete and accurate,

·       Shall not contain a virus or other harmful component, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (or that are designed to do so), and

·       Shall not contain any materials for which Member does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information).

18.2. License. Member hereby represents and warrants to and for the benefit of VCA that Member owns or has all rights in and to all Member Information sufficient to make the license grant of this Section 18 without subjecting VCA to claims of intellectual property infringement by virtue of our uses of such Member Information. Member hereby grants to VCA during the term of this Agreement, a fully paid, worldwide right and license: To modify and edit, reproduce and distribute its Member Information on, in, through and in connection with the Value Card Alliance Exchange as VCA deems necessary or appropriate, on, in or through any media now known or hereafter developed, and To reproduce and distribute reasonable excerpts of its Member Information in connection with our advertising, marketing and promotion of the Vale Card Exchange and Member’s participation in the Value Card Alliance Exchange on, in or through any media now known or hereafter developed.

18.3. VCA’s Right to Edit Member Information. VCA has the right, but not the obligation, to:

·       Correct any errors or omissions in any portion of any Listings by Member on, in or through the Value Card Alliance Exchange,

·       Edit, modify, refuse to post on or remove from the Value Card Alliance Exchange any Member Information, in whole or in part, and

·       Take any other action with respect to Member Information as VCA in its sole discretion deem appropriate, including, but not limited to, any action necessary to comply with applicable laws, regulations, ordinances, rules or standards, to enforce this Agreement (inclusive of any documents it incorporates by reference), to respond to claims that any Member Information violates the rights of third parties, or to protect our rights, property or personal safety, or that of our Members or Third Parties.

18.4. VCA Trademarks. “VCA”, “Value Card Alliance”, and its associated graphic logos and service names are trademarks of Eculeus, Inc. and are protected by applicable intellectual property laws and treaties. Member acknowledges that any software used in connection with trading or communicating on the Value Card Alliance Exchange contains proprietary and confidential information that is protected by applicable intellectual property laws and other laws. Member further acknowledges and agrees that content provided by Members and posted through the Value Card Alliance Exchange is protected by applicable intellectual property protections such as copyrights, trademarks, patents, and other proprietary rights.

19. Account Information.

19.1. Members are responsible for:

·       Doing everything necessary to prevent the VCA Codes of Member’s Authorized Users from being lost, stolen or used wrongfully,

·       Notifying VCA in the event of a lost, stolen, misplaced or misappropriated Code;

·       Ensuring that any record of any Codes for any Authorized User is kept in a safe place,

·       Maintaining, and ensuring that all Authorized Users maintain the confidentiality of Account information (including, but not limited to, the Account number, VCA Codes), and

·       All consequences of use or misuse of such Member’s Account or Account information.

VCA bears no responsibility for any loss or damage that might result from the use of a Member’s Account or of VCA Codes by unauthorized persons.

20. VCA Codes and Authorized Users

20.1. A VCA Code may be used only by the Authorized User(s) to whom it is issued. Subject to Section 24, each Code is valid from the time it is selected or issued until the Account or applicable Authorized User is terminated.

20.2. Initial VCA Codes. Upon VCA’s acceptance of a Member’s Application, such Member’s initial VCA Codes (if any) will be issued to the Authorized Signatory.

20.3. Additional VCA Codes. The Authorized Signatory may identify additional persons to be given or allowed to select Codes at VCA’s sole discretion and only after we have received authorization from the Authorized Signatory. VCA reserves the right to impose additional conditions and restrictions upon the Account if there are multiple authorized persons using an Account, including, but not limited to, requiring that:

·       Each Authorized User separately register and obtain a sub-Account (including, but not limited to, a sub-Account number), and

·       An administrator will be appointed for the Account.

20.4. Authorized Users. Member shall obligate each Authorized User who has access to the Account, Codes, and/or Account information, to read and abide by the terms and conditions of this Agreement (inclusive of any documents it incorporates by reference). Member hereby represents and warrants that each Authorized User will, at all times prior to cancellation of that Authorized User’s VCA Code, be vested by Member with the authority to use the Value Card Alliance Exchange and legally bind the Member, including but not limited to, with respect to payments, Trade Transactions and Fees. If an Authorized User uses his/her VCA Codes, it will mean that such Authorized User has read this Agreement and understands and agrees to use the Value Card Alliance Exchange on Member’s behalf strictly in accordance with the terms of this Agreement. Member will be solely responsible for ensuring compliance with this Agreement by each Authorized User of Member, and will be liable for any non-compliance with this Agreement by such Authorized Users. Subject to Section

20.5, Member will be responsible and liable for the acts and omissions of such Member’s Authorized Users in connection with the Value Card Alliance Exchange, and shall indemnify VCA for such acts and omissions as set forth in Section 27.

20.5. Lost or Stolen VCA Codes. Member must tell VCA at once if Member believes that someone other than the Member’s Authorized Users has obtained knowledge of any Codes, or has used the Account, without permission. VCA must be notified by a letter or phone call to the address or phone number shown on the last Statement of Account. If VCA is notified by phone, a letter mailed or faxed (to the address or fax number shown on the last Statement of Account) within twenty-four (24) hours after the verbal notification must confirm such notification. Member, and not VCA, shall be solely responsible and liable for any and all Trade Transactions (and Fees arising there from), other acts and omissions, and any and all consequences of use or misuse of VCA Codes or Account information prior to such notification.

21. Access and Interference

21.1. Access. VCA does not guarantee continuous, uninterrupted or secure access to any of our services, and operation of our Websites may be interfered with by numerous factors outside of our control. From time to time, access to the Value Card Alliance Exchange may be altered or denied for scheduled and unscheduled maintenance without any prior notice to Members. VCA has the right to do the following without any notice or liability:

·       Change, suspend or discontinue any aspect of the VCA Exchange at any time, including, but not limited to, hours or days of operation and availability of any feature, telephone line, automated response system, database or content,

·       Impose limits on certain features and services, and

·       Restrict access to parts or all of the VCA Exchange.

21.2. Interference. The Member and each Authorized User will not:

·       Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Value Card Alliance Exchange or its Websites, telephone services, infrastructure, systems or components,

·       Take any action that imposes an unreasonable or disproportionately large load on the Value Card Alliance Exchange, or its Websites, telephone services, infrastructure, systems or components,

·       Gain unauthorized access to other computer systems through the Value Card Alliance Exchange,

·       Defame, abuse, harass, stalk, threaten, embarrass or cause distress or discomfort upon any other Members or Third Parties,

·       Restrict, inhibit or otherwise interfere or attempt to interfere with another Member's use and enjoyment of the Value Card Alliance Exchange,

·       Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other Members' ability to engage in normal transactions on or through the Value Card Alliance Exchange,

·       Impersonate or otherwise misrepresent any person or entity, including, but not limited to, one of our officials or representatives,

·       Falsely state or otherwise misrepresent its/his/her affiliation with a person or entity, or

·       Conceal the true identity of the parties-in-interest for purposes of evading or circumventing any applicable law, regulation, ordinance, rule or standard or for any other reason.

21.3. Much of the information on the Value Card Alliance Exchange is updated on a real-time basis and such information, and any software (including, but not limited to, the source code) used in connection with the Value Card Alliance Exchange, is proprietary to VCA or is licensed to VCA by third parties. The Member and each Authorized User will not:

·       Copy, reproduce, alter, modify, rent, lease, loan, sell, distribute, create derivative works based on, or publicly display any content (except for Information of the Member and/or such Authorized User) from or software used in connection with the Value Card Alliance Exchange without our prior express written consent, or

·       Cause the Value Card Alliance Exchange to be displayed as a part of or within another Internet site or Web page or resell or redistribute any portion of the Value Card Alliance Exchange or provide access to the Value Card Alliance Exchange (including, but not limited to, the Account, any Codes or other Account information) to any third party for financial gain.

·       Membership information.  Member agrees that all VCA membership information including but not limited to, directories, newsletters and contracts are of a special, unique and extraordinary character, and the release of this information may cause Value Card Alliance irreparable injury and damage.  While it is impossible to determine the extent of injury, If found to haven distributed VCA materials to competing organizations or potential competitors, member agrees to pay VCA compensation of $5,000.00 and are subject to VCA’s cancellation policies.

22. Prohibited and Restricted Items Policy.

22.1. Member is responsible for making sure that Member’s selling of particular goods or services is (1) not prohibited by law and (2) allowed on the Value Card Alliance Exchange. Guidelines to assist Member to properly list items and understand what is allowed on the Value Card Alliance Exchange are available by viewing the Value Card Alliance Prohibited and Restricted Items policy. The guidelines set forth in the VCA Prohibited and Restricted Items Policy do not constitute legal advice and do not pertain to any particular Member’s or company's practices. When in doubt, Member must check with law enforcement agencies, a lawyer, or with a copyright, trademark or other rights owner, for clarification. Member agrees to hold VCA (and its parent, subsidiaries, employees, independent contractors, and agents) harmless from and against any and all claims, damages, or costs (including attorneys fees) arising out of 1) Member’s violation of any law, or 2) Member’s violation of VCA’s Prohibited and Restricted Items Policy, or 3) Member’s violation or infringement of the rights of any third party as a result of listing products and services on the Value Card Alliance Exchange.

23. Privacy

23.1. VCA will abide by the terms of the VCA Privacy Policy. The Member and each Authorized User agrees that VCA shall have the right to collect, use and disclose any and all personally identifiable information as VCA deems necessary or appropriate and as set forth in the VCA Privacy Policy.

23.2. The Member agrees that if the Member does not timely pay amounts (whether denominated in U.S. Dollars or VCA Dollars) due and payable by the Member under this Agreement, Member will accept calls from VCA regarding collection of such amounts. The Member understands that such calls could be automatically dialed and a recorded message be played. The Member agrees such calls will not be "unsolicited" calls for the purposes of U.S. Federal and state law(s). The Member also agrees that, from time to time, VCA may monitor or record telephone conversations between Member and VCA to assure the quality of our customer service.

24. Default

24.1. Definition of Default. A Member is in "Default" of this Agreement if any one of the following occurs:

·       Member does not make a required payment under this Agreement by the due date,

·       Member becomes generally unable to pay its debts or obligations (including, but not limited to, a negative VCA Dollar Account Balance) as and when they become due,

·       Member provides VCA with any false or misleading Information or a false signature on the VCA Member Application or such Member fails to notify VCA if any such Information previously provided becomes false or misleading,

·       Member ceases to do business as a going concern or, in the case of individuals, such Member dies, becomes incapacitated or otherwise incapable of decision-making,

·       A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Member under the U.S. Federal Bankruptcy Code or any similar laws,

·       VCA believes that the likelihood of such Member performing all its obligations under this Agreement has been impaired,

·       Member is found, or is reasonably believed by VCA, to have engaged in deceitful trading practices or otherwise fraudulent, undesirable or harmful conduct as determined by VCA,

·       Such Member breaches this Agreement (inclusive of any policies or documents it incorporates by reference),

·       VCA cannot verify or authenticate any Information delivered by such Member to VCA or other Members, or placed on, in or through the Value Card Alliance Exchange by such Member,

·       Such Member is in default of any obligation to VCA, a Member or any Third Party, Such Member is the subject of an investigation by a Government Agency or other authority,

·       VCA concludes in its sole discretion that any act or omission of such Member may cause legal liability for VCA, the Member or other Members, or

·       Any of the events described above with respect to a Member occurs with respect to any Authorized User.

24.2. Remedies Upon Default. Upon the occurrence of a Default by any Member, VCA has the right, at its election then or at any time thereafter while such Default continues, to take, without limitation, one or more of the following actions:

·       Terminate such Member’s Account (see Section 25),

·       Declare any negative Account Balance and any Fees arising from Trade Transactions entered into by such Member, or by a Person using such Member’s VCA Codes, to be immediately due and payable in U.S. Dollars by the Member to VCA, with or without notice to Member, subject to the other terms and conditions of this Agreement,

·       Immediately delete any Listings or other Information of such Member,

·       Require modification of payment terms or fees in order to continue or reinstate access or use by Member of services provided by the Value Card Alliance Exchange;

·       Temporarily suspend, indefinitely suspend or terminate the rights of such Member to transact in (as a seller and/or buyer), access or otherwise use the Value Card Alliance Exchange or VCA Dollars in the Account (including, but not limited to, by deactivating such Member's Codes),

·       Issue a warning to such Member, and/or Refuse to provide services to Member.

25. Termination of Account or of an Authorized User

25.1. Termination of Account by Authorized Signatory. The Account may be terminated at any time by the Authorized Signatory by giving VCA written notice of termination to the address shown on the last Statement of Account, such termination to take effect fourteen (14) days after receipt of such notice.

25.2. Termination of Account by VCA. VCA may, in its sole discretion and without liability to Member, terminate the Account at any time and for any reason, regardless of whether Member is in Default, immediately upon sending written notice to the Statement Contact at the last e-mail address, physical address, or fax number shown on our records (and without sending any notice to any other Person).

25.3. Effects of Termination of Account. If, upon termination of the Account, Member is in Default or the Account does not have a positive Account Balance:

·       VCA may immediately withdraw the rights and privileges of the Member and each Authorized User in respect of any Codes and the Account (including, but not limited to, the right to transact in or otherwise access the Value Card Alliance Exchange or the Account),

·       Any negative Account Balance and any Fees arising from Trade Transactions entered into by the Member, or by a Person using such Member’s VCA Codes, will become immediately due and payable in full in U.S. Dollars by the Member to VCA, with or without notice to Member, subject to the other terms and conditions of this Agreement,

·       VCA may immediately delete any Listings or other Member Information and deactivate any or all Codes of Authorized Users, and Member shall remain liable for all Fees, commitments and obligations incurred or accrued by the Member prior to the effective date of termination of the Account.

If, upon termination of the Account, Member is not in Default and there is a positive Account Balance, the Member will have a period of three hundred sixty five (365) days to purchase goods or services in Trade Transactions using the VCA Dollars representing the positive Account Balance, less any set-offs as provided in this Agreement or other amounts required to fully secure and guarantee any debts, obligations, damages or liabilities of the Member to VCA, other Members or Third Parties. Under such circumstances:

·       VCA’s rights and the obligations of Member set forth above shall apply and shall accrue as of the effective date of termination (except to the extent necessary to allow the Member to spend the positive Account Balance during such three hundred sixty five (365)-day spending period, in which case such remaining rights and obligations shall accrue immediately upon expiration of such three hundred sixty five (365)-day spending period),

·       Upon expiration of the three hundred sixty five (365)-day spending period, the VCA Dollars representing any remaining positive Account Balance will be transferred out of the Account and neither the Member nor any Authorized User will receive any value for such balance,

·       Member shall remain liable for all Fees, commitments and obligations incurred or accrued by the Member prior to the last day of such three hundred sixty five (365)-day spending period, including, but not limited to, Fees relating to Trade Transactions entered into by or on behalf of the Member, or by a Person using any Authorized User's VCA Codes, and authorized by VCA within such period,

·       VCA has the right to require adequate assurances from the Member that Member will comply with this Agreement, and all Policies, laws, regulations, ordinances, rules, and standards and will satisfy such Member's obligations, duties and other reasonable requirements before allowing such Member or its Authorized Users to spend any of the positive Account Balance. Such assurances may include, but shall not be limited to, such Member pre-paying any Trade Transaction Fees or posting a bond or a requirement that Member appoint a reputable third party acceptable to VCA to assume responsibility for the Account in accordance with this Agreement and spend the positive Account Balance on or through the Value Card Alliance Exchange on behalf of the Member rather than allowing such Member to access the Account directly, and

·       The above right to spend any positive Account Balance within such three hundred sixty five (365)-day spending period shall be the Member's sole and exclusive remedy, and our sole and exclusive liability, with respect to termination of the Account and any positive Account Balance.

25.4. In no event shall VCA be required to refund, redeem or pay amounts to the Member or any Authorized User for any positive Account Balance or allow transfer, conversion or liquidation of any positive Account Balance upon termination.

25.5. Until all amounts (whether payable in VCA Dollars or U.S. Dollars) owing to VCA are paid in full, the Member and each Authorized User shall continue to be subject to this Agreement and any amendments made pursuant to Section 29, including, but not limited to, changes to Fees and/or payment requirements. This Agreement shall terminate only after (i) the Account is terminated and (ii) all amounts owing to VCA are paid in full.

25.6. Termination of Authorized User by Authorized Signatory. The Authorized Signatory may terminate an Authorized User’s status as an Authorized User at any time, without terminating the Account, as follows:

·       Written notice to VCA of cancellation/termination by the Authorized Signatory must be returned to VCA,

·       If the terminated Authorized User is the existing Authorized Signatory or Statement Contact, the existing Authorized Signatory must provide VCA with written certification of appointment and authorization of another Person to be the new Authorized Signatory or Statement Contact, as applicable, for the Account,

·       The VCA Codes of such Authorized User will then become invalid on the day VCA receives the notice, and Such Authorized User will cease to be an Authorized User as of the date the VCA Codes become invalid.

25.7. If the Authorized Signatory fails to appoint a new Person to act as the Authorized Signatory and/or Statement Contact for the Account, the Account will be in "Default" and VCA may immediately terminate the Account.

25.8. Notwithstanding anything to the contrary, if the terminated Authorized User is the Member, the Account will be deemed to be terminated by VCA pursuant to this Section upon termination of such Authorized User. 25.9. Termination of Authorized User by VCA. VCA may, in its sole discretion and without liability to Member or any Authorized User, (i) terminate an Authorized User's status as an Authorized User (without terminating the Account) at any time and for any reason immediately upon sending written notice to the Statement Contact at the last e-mail address, physical address, or fax number shown on our records (and without sending any notice to such Authorized User).

25.10. Effects of Termination of an Authorized User. Upon termination of an Authorized User's status as an Authorized User:

·       VCA may immediately withdraw the rights and privileges of such Authorized User (including, but not limited to, the right to transact in or otherwise access the Value Card Alliance Exchange or the Account), and

·       VCA may immediately delete any Listings or other Information of such Authorized User, and deactivate such Authorized User's Codes.

25.11. Member shall remain liable for all acts and omissions of the terminated Authorized User until such Authorized User’s VCA Codes are rendered inactive.

25.12. Legal and Collection Costs. To the extent permitted by applicable law, Member agrees to pay all costs including, but not limited to, attorney fees, incurred by VCA (i) through any process to recover any amounts due and payable (whether in U.S. Dollars or VCA Dollars) by the Member to VCA, or (ii) in enforcing this Agreement against the Member.

26. Limitations on Liability

26.1. VCA AND ITS SUPPLIERS PROVIDE THE VALUE CARD ALLIANCE EXCHANGE, AND ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR SUPPLIERS AND VCA SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VCA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PRODUCTS OR SERVICES OF MEMBERS OR THIRD PARTIES AVAILABLE ON, IN OR THROUGH THE VALUE CARD ALLIANCE EXCHANGE AND MERELY ACT AS A PASSIVE CONDUIT FOR THE DISSEMINATION OF SUCH REPRESENTATIONS AND WARRANTIES, WHICH ARE EXTENDED EXCLUSIVELY BY THE SUPPLIER OF SUCH GOODS OR SERVICES.

26.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VCA OR ITS SUPPLIERS, PARENT, SUBSIDIARIES, OR INDPENDENT CONTRACTORS, BE RESPONSIBLE OR LIABLE TO ANY MEMBER, AUTHORIZED USER OR ANY OTHER PERSON UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS OR REVENUES, OR THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE VALUE CARD ALLIANCE EXCHANGE, ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM:

·       ANY PARTIAL OR FULL FAILURE OR MALFUNCTION OF THE ON-LINE AND OTHER COMPUTER ELEMENTS OF THE VALUE CARD ALLIANCE EXCHANGE AND ITS WEBSITES, INFRASTRUCTURE, SYSTEMS AND COMPONENTS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE OR COMPLETION OF INFORMATION AND/OR TRANSACTIONS ON, IN OR THROUGH THE VALUE CARD ALLIANCE EXCHANGE,

·       ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY AUTHORIZED USER'S VCA CODES, THE ACCOUNT NUMBER OR OTHER ACCOUNT INFORMATION,

·       ANY UNAUTHORIZED ACCESS OR USE BY ANY PERSON OF ANY INFORMATION (WHETHER CORRECT OR INCORRECT) OF ANY MEMBER OR AUTHORIZED USER,

·       ANY INCORRECT INFORMATION ABOUT ANY MEMBER OR AUTHORIZED USER GIVEN BY VCA TO ANY PERSON, INCLUDING ANY CREDIT BUREAU OR BUSINESS REFERENCE,

·       ANY INCORRECT PROCESSING BY VCA OF ANY INFORMATION OF ANY MEMBER OR AUTHORIZED USER,

·       ANY FAILURE BY ANY MEMBER TO ACCEPT AN OFFER BY ANY OTHER MEMBER OR AUTHORIZED USER TO BUY OR SELL GOODS OR SERVICES ON, IN OR THROUGH THE VALUE CARD ALLIANCE EXCHANGE,

·       ANY REFUSAL BY VCA TO AUTHORIZE A TRADE TRANSACTION, ANY TRANSACTION, AGREEMENTS, ARRANGEMENTS OR DISPUTES BETWEEN ANY MEMBER OR AUTHORIZED USER, ON THE ONE HAND, AND ANY OTHER MEMBER, AUTHORIZED USER OR THIRD PARTY, ON THE OTHER HAND, IN CONNECTION WITH THE VALUE CARD ALLIANCE EXCHANGE,

·       ANY INFORMATION (INCLUDING LISTINGS) OF ANY MEMBER OR THIRD PARTY AVAILABLE ON THE VALUE CARD ALLIANCE EXCHANGE, INCLUDING WITHOUT LIMITATION,

·       ANY ERRORS OR OMISSIONS IN ANY SUCH INFORMATION, AND ANY USE OF OR RELIANCE ON ANY SUCH INFORMATION BY ANY MEMBER OR AUTHORIZED USER, AND

·       ANY PRODUCTS OR SERVICES OF OTHER MEMBERS OR THIRD PARTIES OBTAINED BY ANY MEMBER OR AUTHORIZED USER ON, IN OR THROUGH THE VALUE CARD ALLIANCE EXCHANGE.

26.3. THE ABOVE LIMITATIONS APPLY, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE AND UNDER ANY THEORY OF LIABILITY, EVEN IF VCA’S SUPPLIERS AND VCA WERE ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

26.4. THE AGGREGATE OF LIABILITY OF VCA, ITS PARENT, ITS SUBSIDIARIES, ITS INDPENDENT CONTRACTORS, AND ITS SUPPLIERS TO ANY MEMBER, AUTHORIZED USER OR ANY OTHER PERSON IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY THE MEMBER, AUTHORIZED USER OR OTHER PERSON, AS APPLICABLE, TO VCA IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) U.S.$100.

 27. Indemnification

27.1. Member agrees to indemnify and hold the Indemnified Parties (as defined in Section 44) harmless from and against any and all claims, demands, lawsuits, damages, costs, fees (including, but not limited to, reasonable attorneys' fees) and expenses resulting from, arising out of, relating to or incurred in connection with:

·       Any breach of this Agreement (inclusive of any policies or documents it incorporates by reference) by the Member or any Authorized User,

·       Any allegations that, if true, would constitute a breach of the covenants made by the Member in Section 16.1 or Section 18,

·       Any and all (including negligent and wrongful) actions taken by, or omissions of, the Member, any Authorized User of the Member or any other Person accessing the Value Card Alliance Exchange by using Member’s Account Number, VCA Codes,

·       Any and all goods and/or services made available by the Member or any Authorized User of the Member through the Value Card Alliance Exchange including, by way of example and without limitation, claims arising from the design or manufacture of such goods or the provision, or failure to provide, customer support in connection with such goods or services,

·       Any Member Information (including, but not limited to, Listings),

·       Any and all transactions, agreements, arrangements or Disputes between the Member or any Authorized User, on the one hand, and any other Member, Authorized User or Third Party, on the other hand, in connection with the Value Card Alliance Exchange.

·       Any actual or alleged infringement of any patent, copyright, trade secret, trademark, or other intellectual property right arising out of the use or sale by Member of goods or services purchased or received through the Value Card Alliance Exchange.

27.2. Each Member and Authorized User shall fully cooperate with the Indemnified Parties and provide all assistance reasonably requested by the Indemnified Parties in the defense and settlement of any claim. The Indemnified Parties shall have the right, at their own expense, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification by the Member, and no Member shall settle any matter without the written consent of the Indemnified Parties.

28. Disputes

28.1. Disputes Between Members, or Between Members and Third Parties. Any Dispute between Members, or between Members and Third Parties, arising from this Agreement shall be a matter to be resolved between those Members and/or Third Parties. As long as a dispute, controversy or claim between two or more Members (or Third Parties) does not name Value Card Alliance Exchange, or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, as a party or parties to a formal claim, any such dispute shall not be subject to the choice of venue or exclusive jurisdiction requirements of this Agreement. If, despite the provisions of this Agreement, Value Card Alliance or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, are named as a party to any dispute or claim, the portion of such dispute which brings a claim against Value Card Alliance, or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents shall be decided or adjudicated solely pursuant to the provisions of this Agreement for disputes between Members and VCA, with any litigation of Disputes with VCA to be conducted exclusively in Tucson, Arizona, United States. All other issues between Members and Third Parties may separately or thereafter be submitted by the claimant to a court or tribunal of competent jurisdiction for adjudication of issues not involving claims against VCA or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

28.2. Disputes Between Members and VCA. The parties to this Agreement hereby consent to the exclusive jurisdiction and venue of the courts of the State of Arizona located within Tucson, Arizona, United States, to adjudicate any and all disputes, controversies, or claims between a Member and VCA, or any formal action in which Value Card Alliance Exchange, or its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents, are a named party.

28.3. VCA Is Not a Party to Disputes Between Members. VCA shall not be involved in, and the Member shall not involve VCA in, any Dispute between the Member and another Member, or between the Member and a Third Party. If the Member nonetheless attempts to involve VCA in any Dispute:

Such Member shall be liable for all of VCA’s costs and reasonable attorneys' fees incurred in connection with such involvement and shall indemnify VCA as set forth in Section 27 of this Agreement, and

The exclusive venue for any litigation relating to such Dispute shall be limited to Tucson, Arizona.

Such Dispute shall be submitted to litigation according to the provisions of this Section.

VCA is not a party to, and shall not be responsible for, Disputes between Members or between a Member and a Third Party.

28.4. Reversal of Transactions Subject to Dispute. In order to assist two or more Members that are engaged in a Dispute to reach a resolution of the dispute, VCA may, at its sole discretion, reverse the subject transaction(s). As a matter of general policy (but subject to VCA’s sole discretion), when VCA is informed within the time period set forth below of a dispute between Members, VCA may thereupon request from the seller proof of Settlement. If seller fails to produce proof of Settlement within fifteen (15) business days, the subject VCA Dollars may be returned by VCA to the buyer’s account. If seller does produce proof of Settlement within fifteen (15) business days, VCA may, at its sole discretion, freeze the subject VCA Dollars pursuant to Subsection 28.7 of this Agreement. If it wishes to request a reversal of a transaction, Member must notify VCA in writing of the Dispute it has with or against another Member or a Third Party that arises from or relates to a Transaction on, in or through the Value Card Alliance Exchange on or before the earlier of:

·       Thirty (30) days following the date of the Statement of Account in which such Transaction appeared with respect to Trade Transactions, or

·       Thirty (30) days following the date on which such Transaction was authorized and given an authorization number by VCA.

28.5. Freezing Account Subject to Dispute. If the Member is involved in a Dispute subject to this Section, VCA shall have the right (but not the obligation) to freeze the VCA Dollars involved in the Dispute. Any VCA Dollars that are frozen will not be available to the Member or any Authorized User during such time. VCA shall also have the right, at its sole discretion, to place such VCA Dollars into a restricted account maintained by VCA or an escrow account maintained by a third-party escrow agent in order to ensure that funds are available upon conclusion of any litigation, mediation or arbitration of such Dispute. Any such VCA Dollars may be released on mutual consent of the parties to the Dispute, on conditions to which they mutually agree, or upon order of a court of competent jurisdiction or an arbitrator as set forth in this Section. Any such frozen VCA Dollars and any such restricted or escrow account shall not bear interest.

28.6. Injunctive and Interim Relief. Notwithstanding anything in this Section to the contrary:

·       Any party to a Dispute may also, without waiving any remedy under this Section, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the Dispute), and

·       VCA may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or equitable relief, as necessary or appropriate, or to enforce the provisions of this Section, or of the VCA Member Agreement.

·       At the request and agreement of disputing members VCA may assign a group of member’s peers (non related VCA members) to blindly review the dispute and provide remedy.  Decisions made by member group will be binding by disputing members.  VCA will provide an outline to member group along with remedies available.

28.7. VCA Must Receive Timely Notice of Claims Against VCA. A Member must notify VCA of any Dispute the Member has with or against VCA that arises from or relates to this Agreement or VCA Policies within One Hundred Eighty (180) days of the date of the alleged injury, regardless of any statute of limitations. The Member will be deemed to have waived its right to litigate any Dispute for which notice was first provided to VCA after the relevant period, regardless of any law to the contrary

29. Amendments to this Agreement.

29.1. VCA may amend this Agreement at any time and will notify Member of any such amendment either in writing or by posting the amended terms on the VCA Site. Any such amendment will take effect fourteen (14) days after that date on which Member is so notified or the amendment is so posted. By using the Value Card Alliance Exchange after such period, Member acknowledges its acceptance of this Agreement, as amended. This Agreement may not be otherwise amended except in a writing signed by the Authorized Signatory and VCA.

30. No Agency.

30.1VCA, on the one hand, and the Member and its Authorized Users, on the other hand, are independent entities operating at arms length. Neither Member nor any Authorized User shall have the power or authority to bind, or purport to bind, or obligate VCA in any manner or for any liability whatsoever. Neither the Member nor any Person affiliated with the Member (including, but not limited to, any Authorized User) is, or may be considered as, a distributor, agent or representative of VCA or any of our affiliates and no agency, partnership, joint venture, employee-employer or franchisee-franchiser relationship is intended or created by this Agreement.

31. Notices.

31.1Except as explicitly stated otherwise, any notices given under this Agreement shall be made in writing and sent by either (i) personal delivery, (ii) prepaid registered or certified (return-receipt requested) first-class postal mail, or (iii) internationally-recognized prepaid overnight courier services (e.g., FedEx, DHL, TNT, etc.) to "Attention: Legal Department, Value Card Alliance Exchange, at the address set forth on the most recent Statement of Account” (in the case of notice to VCA) or to the Member and/or any Authorized User at the address given by the Member on the application form, or (iv) e-mail (a) for the Member or any Authorized User, to the e-mail address such Person provides to VCA during the registration process and (b) for VCA, to legal@valuecardalliance.com. For this purpose, notices shall be deemed effective (i) upon receipt if made by personal delivery or overnight courier service, (ii) seven (7) days after dispatch, if by registered or certified postal mail, or (iii) four (4) days after dispatch, if by e-mail. Each party may change its address for delivery of notice by providing notice of such change in accordance with the terms of this Section 31.

32. Choice of Law.

32.1. This Agreement shall be governed in all respects by the laws of the United States and the State of Arizona as such laws are applied to agreements made, entered into and to be performed entirely within Arizona solely between Arizona residents, notwithstanding the actual residence of the parties.

33. Jurisdiction.

33.1. The parties to this Agreement consent to the exclusive jurisdiction and venue of the courts of the State of Arizona located within Tucson, Arizona, United States, for any dispute arising from, relating to, or interpreting this Agreement, which names as a party or parties VCA or any of its parent, subsidiaries, predecessors-in-interest, officers, employees, independent contractors, or agents.

34. Severability.

34.1. If any provision of this Agreement is rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other provision of this Agreement. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

35. Headings.

35.1. The headings in this Agreement are used only for convenience and will not have an effect on the interpretation thereof.

36. No Waiver.

36.1. If VCA allows the Member and/or any Authorized User any latitude or extension of time, this is not and must not be understood as a novation or waiver of our rights in respect of this Agreement, and it will also not be, or be the cause of, an estoppel against VCA.

37. No Third-Party Beneficiaries.

37.1. Except as set forth in Section 27, nothing in this Agreement is intended nor shall be construed to give any person or entity, other than the Member and VCA, any legal or equitable right, remedy, or claim under or in respect to this Agreement or any provision contained herein.

38. Acts Beyond VCA’s Control.

38.1. In the event of circumstances not reasonably within VCA’s control, including, but not limited to, natural disaster, earthquake, breakdown or temporary failure of the Internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of all or any part of the Value Card Alliance Exchange or the inability to transmit or receive information electronically, VCA (and its parent, subsidiaries, and independent contractors) shall not have any liability or obligation for delay or failure to provide services under this Agreement to the Member or any Authorized User, or any other Member, Third Party or other Person.

39. Entire Agreement.

39.1. This Agreement, inclusive of any VCA Member Application executed by Member and of those Policy documents incorporated herein by reference, contains the complete and final statement of the understanding of the parties with respect to the subject matter of this Agreement. This Agreement supersedes any and all prior or contemporaneous negotiations, agreements or communications, whether written or oral, between the Member and VCA (or between the Member and any predecessor in interest to VCA) with respect to the subject matter of this Agreement.

40. Disclosures.

40.1. The services hereunder are offered by Value Card Alliance, having its primary operations office located Tucson Arizona.

41. Assignment.

41.1. Member shall not assign the Account, any VCA Codes issued to any Authorized User, this Agreement, or any interest, rights or obligations hereunder or thereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. VCA shall have the right to freely assign this Agreement, and our rights and obligations hereunder, to any third party without requiring the consent of or notice to the Member or any Authorized User. Subject to the foregoing, this Agreement (inclusive of any documents it incorporates by reference) shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

42. Insurance.

42.1. Member and each Authorized User agree that VCA is not an agent of any insurance broker or insurance company. Member is responsible for obtaining any master policy or other insurance agreements and documents that it desires and for understanding the terms, conditions and exclusions of any such documents. VCA is not liable for any claim not paid by the relevant insurer for any reason.

43. Survival.

43.1. The provisions of the following Sections of these Rules shall survive the termination of Member’s Account: 1 (Nature of the Parties), 2 (Nature of VCA Dollars), 4.7 (Release), 4.10 (No Control Over Information), 4.13 (Consent to Receipt of e-Mail), 4.14 (Right to Escrow Funds), 6 (Member’s Account), 8 (Credit Lines), 9 (Compliance with Policies and Laws), 12 (No Warranty), 13 (Trading System Deficits), 14 (Dissolution of Trading System), 16 (Taxes), 18 (Member Information), 19 (Account Information), 20.1 (VCA Codes), 21.2 (Interference), 23.2 (Privacy), 24 (Default), 25 (Termination), 26 (Limitations on Liability), 27 (Indemnification), 28 (Disputes), 30 (No Agency), 31 (Notices), 32 (Choice of Law), 33 (Jurisdiction), 34 (Severability), 35 (Headings), 36 (No Waiver), 37 (No Third Party Beneficiaries), 39 (Entire Agreement), 41 (Assignment), 42 (Insurance), 43 (Survival), 44 (Definitions)

44. Definitions

44.1. In this Agreement the following capitalized terms shall have the following meanings unless otherwise indicated or the context otherwise clearly requires:

·       Account: The account in the Value Card Alliance Exchange that is in the name of Member.

·       Account Balance: The balance in the Account, denominated in VCA Dollars, comprising (a) VCA Dollars generated by Trade Transactions in which Member is a seller, less (b) VCA Dollars spent in Settled Trade Transactions in which Member is a buyer, less (c) VCA Dollars set aside in a designated “Escrow Account” for Trade Transactions in which Member is a seller and the Trade Transaction is authorized by VCA but not Settled, less (d) VCA Dollars payable by Member to VCA in accordance with this Agreement (including, but not limited to, Fees, administrative charges, and any other charges). The Account Balance may be negative, positive or zero.

·       Agreement: This VCA Member Agreement, including any VCA Member Application executed by Member and all Policies and Schedules referred to herein that are hereby incorporated herein by this reference, in each case as amended.

·       Authorized Signatory: The individual who completes the VCA Member Application on behalf of a Member, or such other individual that the Member may thereafter designate in writing to VCA. The Authorized Signatory must: (i) have the requisite legal authority to bind the Member, (ii) have received any and all approvals required for him/her to bind the Member and (iii) permit VCA to obtain any information relating to the Member and/or its principals that VCA may reasonably request from time to time (including personal or corporate credit reports).

·       Authorized Users: The Authorized Signatory and any other person(s) authorized by the Member to use Member’s Codes. VCA:

·       VCA Dollar ("VCA$"): The sole non-cash accounting unit of the Value Card Alliance Exchange, as more fully described in Section 2 above. VCA reserves the right to name and change the name of the VCA Dollar.

·       VCA Member Application: The application form(s) that a Member must complete to register to participate in the Value Card Alliance Exchange.

·       Value Card Alliance Exchange: VCA’s on-line and off-line Exchange and systems.

·       VCA Site: The VCA Web site, available at the Uniform Resource Locatorhttp://www.valuecardalliance.com

·       Clearinghouse: A central agency for the collection, classification and distribution of information.

·       Codes: Any and all unique numbers (including PINs), passwords or codes that are selected by or assigned to the Member, Account, and/or the Authorized Users for security purposes and which are required to access or enter into transactions on, in or through the Value Card Alliance Exchange.

·       Credit Line: The maximum number of VCA Dollars for which there can be a negative Account Balance outstanding at any time in the Account.

·       Dispute: Any dispute, controversy or claim.

·       Fees: Any amounts due to VCA from Members, payable in VCA Dollars, U.S. Dollars, or other national currency or Dollar denomination, as applicable, in accordance with the terms and conditions of this Agreement, including, but not limited to, late charges, registration fees, administrative fees and transaction fees.

·       Good Standing. A “Member in Good Standing” is a Member that complies with all provisions of this Member Agreement, is current in payment of all amounts of US Dollars or VCA Dollars owed by the Member to VCA, and has a valid Member Account without restriction.

·       Government Agency: Any Federal, state or local government agency or other organization empowered to exercise the authority of the Federal, or any state or local government, including, but not limited to, agencies and organizations of the U.S. and non-U.S. national governments.

·       Indemnified Parties: Value Card Alliance. and all of its parent, subsidiaries, independent contractors, and affiliates, and their respective officers, directors, agents, employees, co-branders, contractors and other partners, information providers, suppliers, licensors, and licensees.

·       Information: With respect to any Person, any and all text, works of authorship, images, audio/visual elements, photographs, artwork, graphics, trademarks, slogans, logos, links and other content and information (i) delivered to VCA or other Members by such Person in the registration, credit application, trading or Listing process, in any public message area or through any e-mail feature, or (ii) placed on, in or through the Value Card Alliance Exchange by such Person.

·       Listing: With respect to any Person, the Information supplied by such Person that either (i) textually, graphically or otherwise describes goods or services of such Person available for sale on, in or through the Value Card Alliance Exchange, or (ii) references or links to other sources for the Information describing such goods or services.

·       Member: Any Person that engages in one or more transactions through Value Card Alliance Exchange, including but not limited to any Person (i) on whose behalf the Authorized Signatory has completed the VCA Member Application and (ii) that has been approved by VCA to trade in the Value Card Alliance Exchange.

·       Person: A human being or juridical entity.

·       Policy: Any and all policies governing a Member’s use of the Value Card Alliance Exchange, including, without limitation, the VCA Privacy Policy and Fee Policy, which policies are hereby incorporated by reference and shall be an integral and inseparable part of this Agreement.

·       Settle: With respect to any sale or purchase of goods or services offered by a seller in the Value Card Alliance Exchange, the act of buyer and seller fully satisfying their contractual obligations pursuant to the terms of agreement between buyer and seller in such transaction. "Settling", "Settled" and "Settlement" have correlative meanings. Depending on the terms agreed to by seller and buyer in a particular transaction, Settlement may include seller dispatching or delivering particular goods, seller fulfilling agreed-to service obligations, and/or buyer making payment.

·       Statement Contact: The Person to whom VCA sends all monthly VCA Statements of Account. The Authorized Signatory will be the Statement Contact unless the Authorized Signatory notifies VCA in writing that another Person shall be the Statement Contact.

·       Statement of Account: A statement or accounting showing (i) the Trade Transactions entered into by Member, and (ii) all Fees arising from or relating to such Trade Transactions, and (iii) the account balance as of the date of the statement or accounting. The Statement of Account may be delivered to Member electronically or in hard copy form, or may be made available to Member through a secure website.

·       Third Party: Any third party (other than a Member) found on, in or through the Value Card Alliance Exchange.

·       Trade Transaction: A purchase or sale of products or services from or to a Member on or through the Value Card Alliance Exchange, made using VCA Dollars (in whole or in part), which is deemed to be completed after the relevant amount of VCA Dollars is transferred to the seller's account in the Value Card Alliance Exchange in accordance with our Trading Policy.

·       U.S. Dollar or US$: A Dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

·       U.S. Dollar Denominated Debt: With respect to any Member, the amounts payable in U.S. Dollars by such Member to VCA, as provided in this Agreement, including, but not limited to, Fees payable in U.S. Dollars.