THE EXCHANGE is a clearinghouse Service provided
by The National Guild of Moonlighting Technicians. All transactions are tendered with Member
gift certificates that are transferred, in whole or in part, between
the Members. Member access to the Service is completely at the
discretion of THE EXCHANGE, and Member access to the Service may be
blocked, suspended, or terminated at any time for any reason including,
but not limited to, violation of this Agreement, actions that may lead
to liability for the THE EXCHANGE or the Members of THE EXCHANGE, and violation
of applicable laws or regulations.
Members agree to issue gift certificates from their
businesses to THE EXCHANGE for the purposes of managing their THE EXCHANGE
accounts and transactions. Further, the Member extends to The
PASE all rights to repackage and market those certificates in
denominations that THE EXCHANGE sees fit, cumulatively up to the total
value of the original gift certificate value.
THE EXCHANGE Asset Management, doing business as THE EXCHANGE, shall use its
reasonable efforts to administer transactions between THE EXCHANGE Clients
in a clearinghouse capacity and market the Member's goods and services
within the Membership and through various Rememories of websites.
The selling Member ("Seller") agrees to stand behind
its goods and services as with any of its other business transactions,
and the purchasing Member ("Buyer") acknowledges that its sole remedy
for any claim shall be the Seller.
The Member acknowledges THE EXCHANGE's right to re-issue, in whole or in
part, under terms of THE EXCHANGE's choosing, any gift certificates which
the Member has transferred to THE EXCHANGE in exchange for "AMPs" in the
Member's THE EXCHANGE transaction account.
THE EXCHANGE provides no express or implied warranties
including implied warranties of merchantability and fitness. THE EXCHANGE
shall not be liable for consequential damages. The Client's sole remedy
for any claimed breach of warranty shall be a refund of THE EXCHANGE's
service charge on the applicable transaction to the Client's
If a Member is presented with a certificate which he or she suspects,
in good faith, is fraudulent but is potentially a
clearinghouse error, the Member may, nevertheless, redeem the
certificate and recover its value in their account from THE EXCHANGE.
(Obvious forgeries are exempt from this provision)
All goods,services and taxes shall be transacted under
100% barter at no more than the Client's current retail
prices, unless other terms are agreed to by both Clients. THE EXCHANGE's
Transaction Service Fee shall be based on the value of the gift
certificates used in the transaction.
All purchases shall be transacted using the same terms
and procedures as would be used in any purchase that transacts with the
SELLER'S gift certificates.
THE EXCHANGE Member accounts are recorded and
maintained in "AMPs", each of which represents one
dollar (US) in asset value.
Sales, Purchases and Transaction Fees result in
immediate Account adjustments.
Members may claim credit from future exchanges by
transferring gift certificate issuing rights to THE EXCHANGE.
For the first three months of participation, Strategic Deposits in
any month are limited to a maximum that's equal to a Member's opening
deposit. After that time, the Member has the option
of the doubling the maximum amount every six months.
"AMPs" (Asset Management Points) are supported with a system capital reserve
account that is maintained by THE EXCHANGE . This account is a
proprietory assortment of gift certificates that is maintained at a
level which is eight percent (8%) higher in value than the total of all AMPs in the accounts of all THE EXCHANGE Members.
Accounts earn one percent (1%) interest
per month on their average balances for that month.
THE EXCHANGE and/or the Member have the right to terminate
this Agreement and close the THE EXCHANGE account upon
thirty (30) days written notice. If a positive trade
balance exists in the account, THE EXCHANGE will
maintain the account in "IDLE" status until such time as the Member
zeros-out the account balance. If, through the Member's
Discretionary Deposits, transaction fees collected, or any other means,
THE EXCHANGE holds rights to any gift certificate value granted by the
Member, the Member agrees to redeem said value for THE EXCHANGE under the
terms of the Clause 5 (Trading Procedures).
Members make their accounts "Idle" by not declaring
a trade limit for any given month. This status may
be maintained for up to six consecutive months by any Member,
or up to eight months by Members with seasonal businesses.
During "Idle" status, Members may purchase from other Members
and support their accounts with monthly Strategic
Deposits that may not excede one half of the average of their purchases for the three months immediately prior to
THE EXCHANGE charges a ten percent (10%) transaction fee to
the Seller at the time of each gift certificate purchase.
This fee is automatically deducted from the Seller's account
at that time.
On the first day of every month, the fee from the
previous month's largest purchase will be rebated to the
TO THIS AGREEMENT:
This Agreement is between THE EXCHANGE and the Client, or
the Client's successor(s), assigns or heir(s). The principal of the
Client shall give THE EXCHANGE immediate notice of transfer of its
ownership, cessation of business, filing of bankruptcy or other
substantial alteration in the financial status the of Client or its
principal.The Client agrees to abide by these Terms and
Conditions and any other THE EXCHANGE rules or regulations, as amended from
time to time, and understands that these Terms and Conditions,
including but not limited to fees, may be amended
from time to time by THE EXCHANGE. Client will receive thirty (30)
days email notice of any change to these Terms and Conditions and the
changes will be posted on the site's internet pages as both a
notice on the homepage and as a revised Terms and Conditions page.
In the event of any legal action to enforce the terms
of this agreement, each party shall bear its own attorney's fees and
This agreement shall be governed, interpreted and
construed according to the laws of the State of Pennsylvania, unless
superceded by applicable laws of the states in which THE EXCHANGE operates
or by regulations of the United States Postal Service.
Venue for any legal action by any party to this
agreement to interpret, construe or enforce this agreement shall be in
a court of competent jurisdiction in and for the City of Philadelphia, Pennsylvania.
The Member agrees to indemnify and hold harmless The
PASE Asset Management, their suppliers and licensors, officers,
directors, employees, agents and affiliates from any claim, liability,
loss, damage, cost, or expense (including, without limitation,
reasonable attorney's fees) arising out of or related to the Member's
use of the Service, any materials downloaded or uploaded through the
Service, any actions taken by the Member in connection with their use
of the Service, any violation of any third party's rights or any
violation of law or regulation, or any breach of this agreement. This
Section will not be construed to limit or exclude any other claims or
remedies that THE EXCHANGE may assert under this Agreement or by law.
This Agreement shall not be construed as creating a
partnership, joint venture, or granting a franchise between
the parties. Except as otherwise provided above, any waiver, amendment
or other modification of this Agreement will not be effective unless in
writing and signed by the party against whom enforcement is sought. If
any provision of this Agreement is held to be unenforceable, in whole
or in part, such holding will not affect the validity of the other
provisions of this Agreement. THE EXCHANGE Asset Management's performance
of this Agreement is subject to existing laws and legal process, and
nothing contained in this Agreement shall waive or impede THE EXCHANGE's
right to comply with law enforcement requests or requirements relating
to your use of this Service or information provided to or gathered by
THE EXCHANGE with respect to such use. This Agreement, the Member's
Application, Website-Posted materials, and THE EXCHANGE Transaction Forms
constitute the complete and entire statement of all terms, conditions
and representations of the agreement between the Member and THE EXCHANGE
Asset Management with respect to its subject matter and supersedes all
prior writings or understanding.
& TRAINING OF EMPLOYEES:
Members are required to inform and train their
employees in the terms of this agreement and the proper redemption
procedures for certificates.
If any one or more of the provisions of this agreement
are determined to be unenforceable, in whole or in part, the remaining
provisions shall remain fully operative.