STANDARD MEMBERSHIP AGREEMENT NONDISCLOSURE & NON-COMPETE This Agreement ("Agreement") is made and effective between the Fair Vehicle Leasing Association, Inc. (hereinafter referred to as "FVLA.ORG") and the registrant of this submission, (hereinafter referred to as Member). The purpose of this agreement is for FVLA.ORG to grant Member access to contests, drawings, raffles, knowledge, college curricula, auto-financial services, software products, investments, funding, employment, and business opportunities on occasion; and Member to use such access under the rules of engagement written here and within each domain. I. The Member understands and agrees that FVLA.ORG is not the consignor, advertiser, seller, buyer, lessor, lessee, transporter of leased goods or products posted the web sites it manages, or referenced locations, and is not responsible for any misrepresentation between such entities. II. FVLA.ORG reserves the right to refuse any service to any Member at any time for any reason. At its sole discretion and without notification, FVLA.ORG may suspend activity, including services that have been paid for, to make web site improvements and/or changes, or for any reason deemed necessary at its sole discretion. Member agrees that some services like vehicle representation and prospect processing are available only on certain days and during certain business hours. FVLA.ORG entities will publish hours of operation on their web site and make a hyperlink to them from every ad. FVLA.ORG reserves the right to change the hours at any time without any notification. III. The FVLA.ORG makes no guarantees of success of sale or lease transfer by advertising your vehicle upon our websites or using our sellers' services. FVLA.ORG will not be responsible for timetables involved in any transaction. Advertising, representation, financial, and all services are rendered on a best effort basis in good faith. IV. FVLA.ORG warrants its mechanized procedures guide the users, buyers, sellers, lenders, et al, through the steps of an automobile transaction in the shortest time, with the least cost and no risk. When used linearly, the procedures force compliance, safety and 100% satisfaction for all the parties to every transaction. Administrative arbitration is limited to transactions made upon its managed web sites where the procedures were followed completely. V. FVLA.ORG guarantees timely payments to members and vendors, sellers and buyers, of funds deposited in the FVLA.ORG Treasury, a Bank of America business account. FVLA.ORG charges no fees. FVLA.ORG passes through bank charges when applicable. Funds may be placed in the Treasury by a buyer for donations, member services, earnest deposits or freight. Members may deposit money for donations, commissions, member services, vendor services, auction fees and other payments that require written approval from the Fair Vehicle Leasing Association Administration. FVLA.ORG will not administer or arbitrate payments for transactions made outside of the Treasury between parties whose relationship originated on our web site(s). Members who use our sites to form relationships then conduct business outside of the Treasury are automatically banned from the Fair Vehicle Leasing Association, Auto Lease Auctions, Virtual Fleet & Lease Office© and any further use of its web sites or services notwithstanding fees owed by or fines placed upon the members; or Treasury monies belonging to the member(s). VI. For 100% security, protection of personal information and no cost, FVLA.ORG employs WebCheck™, an online bank draft system, for all auto related payments to the Treasury, with the exception of some payment card amounts for membership, raffle tickets, gift shop items, donations and other optional or ancillary payments. All payments of seller services are final. FVLA.ORG will render the services and purchase promotional products as soon as payment is verified or, FVLA.ORG at its option may render services first, then invoice the seller Member via email with various terms of payment. FVLA.ORG writes contracts and guarantees payment to vehicle representatives, advertising web sites, banks, and dealers to reserve their services during the time prospects and buyers are available for your vehicle so no refunds are offered and no guarantees are implied. Invoices for payments are due on the dates enclosed. Substantial penalty will be attached for payments later than 5-days. VII. Member states understanding and compliance with all local laws and all Federal Regulations; Truth in Advertising, Advertising Substantiation, AntiTrust, Advertising Consumer Leases, Truth in Lending/Leasing, Consumer's Rights to Privacy, etcetera. These laws generally promote good business and protect consumers, the seller, and the FVLA.ORG organization. You agree to hold FVLA.ORG and its principles harmless in any action against you. VIII. Selling Member agrees to use and pay for the FVLA.ORG services for any transaction originating from its investment, web site, advertisements, or promotions. Member agrees to report all outside attempts to provide similar services after this agreement is made. 1. Confidential Information. Fair Vehicle Leasing Association, FVLA.ORG, collectively its managed domains constituting the Owner, proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Member. Confidential Information shall include all prospects' privileged data, sales materials, products, and procedures, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Member by Owner. Nothing herein shall require Owner to disclose any of its information. 2. Member's Obligations. A. Member agrees that the Confidential Information is to be considered confidential and proprietary to Owner and its customers (prospects) and Member shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Member will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of the Owner. 3. Term. The obligations of Member herein shall be effective for fifty (50) years from the date Owner last discloses any Confidential Information to Member pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Member, nor by the rejection of any agreement between Owner and Member, by a trustee of Member in bankruptcy, or by the Member as a debtor-in-possession or the equivalent of any of the foregoing under local law. 4. Other Information. Member shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Member; is rightfully received by Member without obligations of confidentiality; or is developed by Member without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure. 5. No License. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Member agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product. 6. No Publicity. Member agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner. 7. Governing Law and Equitable Relief. This Agreement shall be governed and construed in accordance with the laws of the United States and Member consents to the exclusive jurisdiction of the state courts and U.S. federal courts where petition is filed for any dispute arising out of this Agreement. Member agrees that in the event of any breach or threatened breach by Member, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach. 8. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified by the FVLA.ORG at any time without prior notice and emailed copy of the changedagreement to the Member. 9. No Assignment. Member may not assign this Agreement or any interest herein without Owner's express prior written consent. 10. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 11. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, email, or recognized overnight delivery services. 12. No Implied Waiver. Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof. 13. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written within this submission in compliance with Federal & State Law. |
Fair Vehicle Leasing Association, and its managed domains, software & procedures are protected by US copyright, patent, & trademark laws. All rights reserved. |