TERMS AND CONDITIONS
This Legal Information applies to any and all software or technology provided by VirtualBarter / Contracoin. This page may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
INFORMATION ON THIS WEB SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Information on this Web site may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. VirtualBarter / Contracoin may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.
VirtualBarter / Contracoin does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to VirtualBarter / Contracoin will be deemed NOT to be confidential. By sending VirtualBarter / Contracoin any information or material, you grant VirtualBarter / Contracoin an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that VirtualBarter / Contracoin is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You can learn more about VirtualBarter's copyright rights by contacting VirtualBarter at legal@vbarter.net.
Information VirtualBarter / Contracoin publishes on the World Wide Web may contain references or cross references to VirtualBarter / Contracoin products, programs and services that are not announced or available in your country. Such references do not imply that VirtualBarter / Contracoin intends to announce such products, programs or services in your country. Consult your local VirtualBarter / Contracoin business contact for information regarding the products, programs and services which may be available to you.
VirtualBarter / Contracoin makes no representations whatsoever about any other Web site which you may access through this one. When you access a non- VirtualBarter / Contracoin Web site, please understand that it is independent from VirtualBarter / Contracoin, and that VirtualBarter / Contracoin has no control over the content on that Web site. In addition, a link to a non- VirtualBarter / Contracoin Web site does not mean that VirtualBarter / Contracoin endorses or accepts any responsibility for the content, or the use, of such Web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
IN NO EVENT WILL VIRTUAL BARTER / CONTRACOIN BE LIABLE TO ANY PARTY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ON ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DISCLAIMER OF WARRANTY AND LIABILITY:
VIRTUALBARTER AND CONTRACOIN MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AND DISCLAIMS ALL LIABILITY, AS TO THE FITNESS, QUALITY, DELIVERY DATE, MERCHANT ABILITY, PRICES OR ANY TERM OF ANY CRYPTO TRADE TRANSACTION. MEMBER AGREES TO INDEMNIFY AND HOLD VIRTUALBARTER AND CONTRACOIN HARMLESS WITH RESPECT TO ANY CLAIM, DEBT, OR LIABILITY WHATSOEVER, ARISING OUT OF ANY TRANSACTION WHEREIN MEMBER IS A BUYER OR SELLER. MEMBER ACKNOWLEDGES THAT ANY TRANSACTION FACILITATED BY THE NETWORK, IN WHICH MEMBER PARTICIPATES IS ENTERED INTO BY MEMBER ON A VOLUNTARY BASIS. MEMBER AGREES TO WAIVE ANY CLAIM, DEBT, OR LIABILITY WHATSOEVER AGAINST VIRTUALBARTER AND CONTRACOIN ARISING OUT OF ANY COMPUTER OR SOFTWARE MALFUNCTION OR PROCESSING ERRORS.
TRADING RULES & REGULATIONS
Online Membership Application Terms:
When applying for membership of Contracoin Pty Ltd using the online application form the member agrees to abide by the terms and conditions of Contracoin Pty Ltd membership.
Ongoing Fees:
Transaction Fee: 5% + GST cash on all purchases.
In consideration of Contracoin providing the facilities of a credit trading account. We agree that the account will be paid on time not withstanding any indulgences, to pay the full amount on demand and recognise your rights to refuse to provide credit at any time without notice and that all monies are due and payable. Any legal action taken for enforcement of recovery monies may be taken out under the jurisdiction of any court in Queensland. We further to agree if and when required by you to pay late payment fee at the rate of $20.00 or 10% of the outstanding amount per month whichever is the greater on any overdue monthly balance, to pay any debt collectors expenses up to 20% entrusted to the collector, to indemnify Contracoin for all other costs and commissions, legal expenses and miscellaneous expenses incurred by you howsoever arising from collection of any monies due by me / us to Contracoin.
Cooling off period: You may withdraw or cancel your membership without penalty within seven days of joining by giving written notice to Contracoin.
The applicant authorises Contracoin:
(a) To obtain a credit report from a credit reporting agency containing personal information about the applicant to assess the applicants application for personal and / or commercial credit in accordance with section 18K (1) (a) and (b) respectively of the privacy act 1988 (“the Act”)
(b) To obtain a report containing information about the applicant’s commercial activities or commercial worthiness from a business providing such information for assessing the applicants application for personal credit in accordance with section 18L (4) of The Act such as authorities to remain in force until the credit facility to which they relate is at an end.
Directors Guarantee (I Member is a company)
In consideration of Contracoin agreeing to provide credit to the Company at my / our request, I / we guarantee to Contracoin the due and punctual performance by the Company of all of its membership obligations and as a separate convenient, I / we agree to indemnify Contracoin against any loss which Contracoin may incur if the Company breaches those obligations.
I / we acknowledge:
(1) Contracoin may enforce this guarantee and / or indemnify without first taking any steps against the Company or any other party.
(2) This guarantee and indemnity is continuing and irrevocable;
(3) This guarantee binds each of its directors irrespective of whether all the directors of the company execute it;
(4) This guarantee and indemnity is absolute and will not be affected by any act, omission or other matter or thing which for this provision might operate to effect or release or discharge;
(5) This guarantee and indemnity binds us jointly, (where more than one director) and individually. You should obtain independent about the meaning and effect of the guarantee and indemnity.
Before completing the online application I agree that I have read and understood all of the terms and conditions of Contracoin.
The purpose of following rules and regulations is to facilitate Trading among members by promoting a system of good business practice and understanding of the guidelines.
The following Trading Rules & Regulations form part of and are included with the Membership Agreement at which the member has signed with Contracoin Pty Ltd ABN 17 626 613 812If any term on the Membership Agreement conflicts with any term set out in these Trading Rules & Regulations, the terms in the Trading Rules shall govern and take precedence.
1. Nature of the Parties. A. Contracorp Limited CN976744 the Crypto Exchange Company is the company which operates the Trading Program. The Crypto Exchange Company acts as a third party record keeper of the crypto trade transactions between members.
A. Contracoin Pty Ltd ABN 43 629 390 236 (herein called CTC) has been appointed by the Crypto Exchange Company to manage the Crypto Exchange in accordance with the trading rules and regulations.
B. CTC member (herein called "member") is a legitimate business that wants to exchange its goods and/or services with other members within the Trading Program
2. Brokerage Functions: CTC will provide brokerage services to assist members to crypto trade among themselves by means of the periodic updating of directories, which are displayed on the CTC website at: http://Contraction.vbarter.com/ listing members within designed geographic regions, the maintenance of current lists of all members on computer files at Head Office, the appointment (when possible) of independent contractors as local brokers who will assist by providing current information in participating members and available goods and services, and the periodic publication of CTC News Letters which makes advertising space available to members for miscellaneous goods and services offered through the CTC Crypto Trading Program on crypto trade. The initiative for using services of CTC in order to derive economic benefit there from is exclusively that of the member. The responsibility for the product of crypto trade is exclusively that of the participating members. However, member acknowledges that the sole principals in any crypto trade are the buying and selling members involved, that Crypto trades are entered into voluntary, and that CTC is not the guarantor of any transaction or crypto trade dollars. CTC and the Crypto Exchange Company give no warranty as to and shall not be responsible for the accuracy of the information in relation to any Member contained in the directory, or any promotional or other material provided by the Crypto Exchange Company, CTC or any Licensee or servant or agent of them to Members and shall not be liable for any error or omission.
3. The Agreement and Changes in Terms/Non-Assignability: The terms and conditions of CTC Trading Rules & Regulations are incorporated by reference in the membership agreement. The agreement consists of the terms and conditions of the Contracoin Pty Ltd. Agreement inclusive of the CTC Trading Rules & Regulations (herein called "The Agreement"). CTC may in its sole discretion, change the terms of the agreement from time to time. The agreement cannot be amended verbally and any changes or exceptions to the agreement must be in writing and signed by the Managing Director or a Director of CTC. The agreement without prior written consents of CTC and is binding upon the members, heirs, successors, assignees and/or administrators of the members estate. These rules shall at all times be binding on the Members and obligations imposed upon Members under these Rules shall survive suspension or termination of the right of a Member to participate in the Crypto Trading Program
4. Payment of Fees: All fees and charges including initial set up fees, maintenance fees, and other charges assessed members and received by CTC are payments to CTC for services rendered in processing members in the Crypto Trading Program, operating the clearing house brokerage administering these Rules and Regulations, maintaining records, and facilitating members using of the Crypto Trading Program. Member agrees to pay the transaction fee of 5% + GST at the time of having the transaction authorized either by credit card or direct debit, failure to pay the 5% + GST transaction fee at the time of authorization will result in the authorization being cancelled and Contracoin AUDC not being transferred to vendor which may result in the member having to pay the cost of the transaction to the vendor in cash. Where cash fees are paid at the time of authorization by a member and then at a later date the member wishes to cancel the transaction or the transaction does not proceed for any other reason, then the cash fees that were paid for that transaction will be credited to the members CTC account to offset future cash fees, under no circumstances will the fees paid be refunded to the member in cash.. CTC may charge member a late fee on any outstanding cash fee balance at the rate of ten percent (10%) per calendar month or part thereof. In event that member is in arrears for any cash fees beyond one month, member waives all rights to usage of any positive Contracoin AUDC balance in member account, and grants CTC the right to freeze such balances until satisfactory arrangements are made with CTC.
5. Nature of Crypto Trade: A "crypto trade" is a crypto trade purchase or a sale of goods and/or services whereby payment is made in Contracoin AUDC posted to members account pursuant to these Rules and Regulations. The term "Contracoin AUDC” is an accounting unit/book entry (notionally equivalent to one Australian Dollar) and is used to record the value of the Contracoin AUDC as determined by the selling member. It is used by all affected parties as a practical method of recording the value of every transaction which resulted in a transfer of goods and/or services available from other members who are members of the Crypto Trading Program. Contracoin AUDC may be used only in the manner and for the purpose set forth in these Rules and Regulations. They will not be considered legal tender, securities or commodities. They may not be redeemed for cash. CTC disclaims the responsibility for the negotiability of Contracoin AUDC for the availability of goods and/or services from any source.
6. Regulations and Number of Contracoin AUDC: Member acknowledges and grants to CTC and its officers and shareholders the right to regulate and control the number of Contracoin AUDC within CTC Trading Program.
7. Contracoin AUDC Credit Lines: Member grant to CTC the right and power to make Contracoin AUDC credit lines available to any member on terms and conditions consistent with members credit worthiness and ability to pay. Member understands and acknowledges that the exercise of this power shall be at the sole discretion of an authorized officer of CTC Head Office Credit Department with regard to principal, terms and conditions, lending policy and other particulars (the "Credit Officer"). Members wishing to apply for a credit line may be required to submit prepayment of cash service fees and credit line application, financial statement, credit agreement promissory note, or equivalent collateral prior to approval. CTC is under no obligation to extend credit at any time. CTC will use its best efforts to ensure timely repayment of the principal appropriate collateralization, and perfection of security interest in all credit lines. Members grant CTC the right to extent credit lines in Contracoin AUDC to brokerage owner/operators. Member will be held liable in cash to CTC for any expenditure exceeding an allocated credit line on seven (7) days’ notice of demand by CTC and/or interest charged of ten percent (10%) per calendar month or part thereof.
8. Liability for Contracoin AUDC: Member acknowledges that the Crypto trade Dollars in the Trading Program (positive balances) are the liabilities of the persons who have spent more than their earning (negative balance) that there is a creditor/debtor relationship between such persons, and that crypto trade transactions incur the normal business risks associated with any credit transaction. Crypto trade Dollars are the liabilities of members who owe the Trading Program and not of CTC which is solely liable for its own indebtedness.
9. Availability of Product, Service, Customers: CTC shall use its best effort to solicit new businesses having products of services to satisfy the needs of all members. CTC is not responsible if a member cannot find specific products or services to buy from other members or other member interested in buying products or services from member.
10. Products Sold by CTC: On all products owned and sold by CTC, the sole and exclusive warranty made by CTC as seller is that it has title to such product, free and clear from any lien or encumbrance. Other than set forth above, products are sold, "As is where is". With respect to any product or services purchased by buyer from CTC, buyer recognizes that such items are produced and provided by others and not by CTC or its affiliates. CTC makes no warranty either express or implied, by operation of law or otherwise, as to the merchantability or fitness or a particular purpose of such products or services, and buyer shall look solely to the manufacturer, distributor, or retailer of such merchandise for any warranty.
11. Definition of Member in Good Standing: A member who conducts in accordance with the membership agreement, inclusive of these rules and regulation, applicable conversion rues, is current in any monies owing to CTC and has a valid CTC account is a "member in good standing". Only members in good standing are entitled to the services of CTC.
12. Contracoin AUDC trade Procedure: CTC will guarantee transaction payable in Contracoin AUDC only when the procedure for authorization outlines below is followed.
A. Member must have a current Contracoin Trading Account.
B. An Authorization must be secured from CTC credit clearance. Unless authorization is obtained at time of sale and all cash fees due are paid then CTC has no obligation to post the transaction. CTC is not obligated to honour transactions granted due to any misinterpretation made by buyer or seller.
C. CTC reserves the right to refuse to issue an authorization number approving a transaction under any of the following condition.
(i) if the buyer does not have sufficient Contracoin AUDC or available credit line to make such purchase;
(ii) if either party is not a member in good standing.
13. Law and Regulations. Members shall abide by applicable Federal and State laws or regulations pertaining to any transaction, and CTC shall not be responsible for any failure on the part of member to comply. Member agrees not to hold CTC liable for any action. CTC takes to comply with applicable laws and regulations.
14. Taxes. Seller shall charge the appropriate sales and excise taxes and collect and record these as required by law. Under no circumstances will CTC be held responsible to apply any sales, excise or other tax on behalf of any member. Members are advised that the transaction involving Contracoin AUDC are generally treated as taxable events for Federal, State and local tax purposes. The declaration and reporting of all applicable local State and Federal taxes resulting from a Contracoin AUDC transaction rest solely with the member. Member agrees not to hold CTC liable for any action (CTC to comply with Federal, State or local tax laws)
15. Record Keeping and Errors: Seller must submit to CTC Head Office confirmation of the transaction within seven (7) days of each sale. CTC is not responsible for posting transaction if confirmation is not received seven (7) days after the date of sale. CTC has the right to reverse transaction due to non-compliance with these rules, in which event it shall be the responsibility of the seller to collect from the buyer. All transactions are subject to final audit and verification by CTC and in case inaccuracies. CTC may debit or credit member account, without notice, as a result of such errors. CTC will issue monthly statements to member reflecting account activity and amounts due and owing to CTC. Statements are deemed accurate as printed unless member notifies CTC in writing of any discrepancy within thirty (30 days) of statement date. Interim account activity summaries except at fault for an account error and not sufficient funds cheques returns will be charge $20 (cash) per incident, against the originating account.
16. Advertising: Unless otherwise stipulated in writing between the parties to this agreement, member authorizes but not obliges CTC to notify and advertise to other member the availability of member's products and/or services.
17. Publications: All members will be published on the Contracoin Member website, unless specifically requested otherwise. Member listings are grouped under the CTC Directory Classification System. It is member's responsibility to specify limited, or promote an item or service, by calling CTC.
18. Commitments and Representations: CTC is only responsible for commitments and representation made in writing by a duly authorized Director of CTC. Principals, employees, agents or independent contractors of brokerage or agents or employees of CTC have no right to bring CTC to any obligation or representation whatsoever with such written authorization. All information and materials provided by CTC are presumed to be accurate, however, CTC make no warranty of the accuracy thereof and shall not be liable for any error or omissions-therein.
19. Hold Harmless: Members agree that CTC is a service organization whose sole purpose is its trade and administrative services. Member agrees to hold CTC harmless for the future of their members to abide by their agreements with CTC.
20. Disclaimer of Warranty and Liability: CTC makes no representation or warranty either express or implied, and disclaim all liability as the fitness, quality, delivery date, merchantability, price, or any terms of any Contracoin AUDC transaction. Member does hereby indemnify and hold CTC harmless with any respect to any claim, debt, or liability whatsoever arising out of any transaction wherein member is a buyer or seller. Member acknowledges that any Contracoin AUDC transaction in which it participates shall be on voluntary basis.
21. Disputes: Contracoin AUDC transaction disputes are only between the buyer and the seller and shall be settled by the parties themselves. CTC has no responsibility other than recording the transaction in the ordinary course of business. CTC is not responsible for use of Contracoin AUDC by authorized person or for transactions that do not comply with the terms of the agreement. CTC is not a buyer or seller unless it so states in writing.
22. Transaction with Brokers / Agents: Brokers / Agents are independent contractors who sell CTC services and assist member in trading. As independent businesspeople, brokers are free to buy or sell on the platform using Contracoin AUDC but do so solely on their own behalf and not represent CTC. Every provision of the agreement and procedure apply equally to brokers / agents and members. CTC is not a party to, and is not responsible for, transaction between brokers / agents and member
23. Preferential Treatment: CTC warrants that it will not engage in preferential treatment of owners, employees, their families and associates, or any other persons is discharging its managerial responsibilities. Members acknowledges that regulation of purchases, control of credit extension, and allocation of goods/and or services in short supply are inherent in CTC's managerial responsibility. Decisions surrounding the same shall be exercised at CTC's sole discretion, and do not constitute a breach of the preferential treatment provision of the Rules and Regulations. Member acknowledges that some accounts are primarily or solely for the use of CTC, its principals or employees
24. Violation of the Agreement: CTC has the right, but not the obligation, to enquire into the complaints of violations of terms by a member. Members grants to CTC the right to take the actions which, in managements sole discretion, are deemed necessary to ensure fair dealing. Violations of terms of the agreement may result in termination of the members account and/or immediate adjustment to the transaction involved.
25. Breach of Agreement: If a member fails to honour and accept purchases from another member in good standing in accordance with the terms of the agreement, member shall be deemed to be in material breach of the agreement. Member acknowledges that if such event accurse, damages shall accrue to CTC in the business relationship between CTC and the buying member whose purchases were not honoured. If member violates any terms of the currently effective agreement, CTC, may immediately terminate members account or freeze all activity in the account without notice until such time as CTC, in its sole discretion, reinstates the member or decides to terminate members’ account. Member acknowledges that the decision of the CTC to freeze and/or terminate members account will be final conclusive. In event of breach of agreement by the member, member agrees to pay all reasonable cumulative legal cost and/or interest at the maximum rate allowed by lay.
26. Suspension of Trading Privileges: CTC reserves the rights at its sole discretion, to suspend the trading privileges of any member who is in violation of any State or Federal law, who engages in overpricing, direct crypto trades, or otherwise breaches the terms of the agreement, or cash fees due to CTC which are more than one month past due. In the latter case, the trading privileges of member shall be reinstated immediately upon payment of all cash fees due, including interest.
27. Spend Out/Cancellation: If CTC reasonably believes that a member is spending out their Contracoin AUDC balance in anticipation of cancelling future participation in CTC, or if member has requested termination, then CTC shall require pre-payment of cash services fees on the remaining Contracoin AUDC balance held in the member account.
28. Termination: Either party may terminate the agreement upon five (5) days written notice to either party. Immediately upon termination, with or without cause. All cash service fees outstanding become due and payable and:
A. If member has a negative Contracoin AUDC balance, purchases exceed sales, member must balance the account with Contracoin AUDC within thirty (30) days of the termination date and, after the thirty (30) period immediately pay CTC any remaining negative balance in cash: or
B. If member has a positive balance (sales exceed purchases) member may spend the balance after paying CTC, in advance, the cash service fee on the positive balance. After receipt of cash, CTC gift certificates will be issued to the terminated account with a ninety (90) days expiration date. The gift certificates may be redeemed with any CTC members in the normal manner of transaction vouchers, excepting that every transaction must have an authorization number upon redemption issued from CTC Credit Clearance. CTC reserves the right in its sole discretion to terminate this agreement without notice for a material singular or cumulative breach of the agreement.
29. Liquidated Damages if Terminated for Cause: A breach of the agreement damages CTC in a number of ways which are difficult to quantify and which may include, but are not limited to, administrative costs in dealing with the breach, financial injury due to loss of cash and service fees and/or expenditure of funds, such as in collection actions, loss of member good will toward the CTC's Crypto trade Program and CTC, and loss of trading volume and members, Because the actual amount of such losses are difficult to identify and difficult to remedy at law, liquidated damages to CTC, member and CTC agrees that, as if member is terminated for cause i.e. For breach of the agreement, member shall pay CTC the sum of $250 cash, payable within four (4) calendar weeks of the date of notice of termination of the agreement.
30. Settlement of Past Due Fees: CTC shall have the right at its sole discretion of setting past due fees that are two (2) months in arrears by charging three (3) times the cash due in Contracoin AUDC. A member penalised may reverse the penalty charges against members account by making the cash payment within four (4) weeks of such penalty. Furthermore, if such cash fees remain outstanding beyond eight (8) weeks, CTC shall have the right to terminate the delinquent member’s account.
31. Enforcement: Every term contained in the agreement is severable from very other term contained in it. If any such term should be judged unenforceable, it shall not affect the enforceability of the reminder of any term or provision of the agreement.
32. Additional Security Interest: Insolvency. Member grants CTC a security interest on all Contracoin AUDC credited to members account for all unpaid fees. If member becomes insolvent or bankrupt, all cash fees shall be due and payable in full. CTC shall have the option in lieu of filing as a creditor, of treating the Contracoin AUDC balance equal in value to the amount of cash fees owing, and terminating the account: provided, however, that if CTC does receive all of its cash fees in full, CTC shall re-credit the Contracoin AUDC to the member’s account.
33. Joint and Several Liability-Guarantee and Indemnity: If the member is a company, then the directors of the company and if not a company than all signatures hereto and any additional cardholders are jointly and severally liable for payment for all purchases and fees outlines in the agreement, and further the directors, signatories guarantee the payment of all debts and liability of the member arising from the agreement. This guarantee shall always be a continuing guarantee and shall in full force and effect until all liabilities of the member shall be fully paid and satisfied, and the said directors, signatories will at all times hereafter indemnify CTC against all claims in respect of debts and liabilities that may incurred by the member and this indemnity shall extend against all actions suits proceeding claims, demands, cost and expenses whatsoever which may be taken against CTC or incurred or become payable by CTC in respect hereof.
34. No Waiver No Right: CTC's failure or delay in exercising any right shall not operate as waiver thereof, any single or partial exercise of a right shall not preclude any other exercise of any right. CTC's remedies are cumulative and are not exclusive of any remedies provided by law.
35. Dissolution. If the CTC Crypto Trade Program terminates or otherwise ceases to do business, all members in a negative Contracoin AUDC balance position will pay the amount they owe in cash (one Contracoin AUDC being equal to one dollar in Cash in Australian currency) into a fund. The fund, less expenses, will be distributed pro-rata to all members who are in a positive Contracoin AUDC position. Therefore, all members having a positive balance will receive cash for their Contracoin AUDC to extend that the funds permit. CTC shall not be liable to any member for cash their Contracoin AUDC beyond the distribution of such funds as aforesaid.
36. Disclosure. During the course of the agreement between CTC and the member there will be disclosed to the member certain trade secrets or proprietary information of CTC consisting of: technical information, methods, processes, formulae, composition, systems, techniques, computer program, research projects, business information, customer lists, pricing data, source of supply, financial date and marketing, production or merchandising systems and plans and other information confidential to CTC. Should the member start or be affiliated with or arrange in any business competitive to CTC, there shall be due and payable a cash consideration of $100,000 (one hundred thousand dollars) to CTC for proprietary information and crypto trade secrets and training produced through CTC or affiliates of CTC. For the purpose of this paragraph a "competitive" means the franchise, operations or provisions of record keeping, counselling or promotion services in connection with crypto trade or barter transactions of any form of crypto trade or barter membership within the state of members operations or member's local area.