MEMBERS AGREEMENT

 This Agreement is entered between eClubPhilippines (hereafter referred to as “The Club ”) and the Member.

WHEREAS, The Club has acquired and contracted for products and services for use by its Members.
WHEREAS , The Member has carefully read this Agreement and understands the contents hereof.
NOW THEREFORE , in consideration of the foregoing and mutual premises and covenants contained herein, the parties do agree as follows:

1.DEFINITIONS
The following terms, whenever used in this Agreement shall have the respective meaning set forth below
a)“Service” - Products and services contracted by The Club for use by the Member and other persons who are already Members or who may become Members in the future and their respective Authorized Users. Products and services may include, but is not limited to, telecommunications services, merchandise and services provisioned in the home country or country of birth of the Member, and all other products and services the Club is authorized to offer.
b)“Service Companies” - Companies or parties selected by The Club to provide products and services, manage and operate all or part of The Club’s facilities, including, but not limited to supply of products & services, technical development and operations, installation, testing and operation of telecommunications circuits and related equipment, customer service, call accounting, billing and collection, accounting and tax filing, distribution and any other operations needed to provide such service to The Club’s members.
c)“Underlying Carrier” - a private telecommunications carrier or common carrier from which The Club purchases or leases domestic or international communications facilities or services for use by Member and their authorized users.

2.PROVISION OF SERVICE
a)For so long as the Member continues to subscribe to the Service on the terms and conditions contained herein, The Club agrees to provide the Service to the Member, as well as to such other persons who may hereafter subscribe to the Service on a ‘first come, first served’ basis and subject to availability of capacity or supply of the Club’s Service Companies.
b)Service shall be furnished for the use by the Member for any lawful purpose but not for resale to the public or to any person or entity for profit or otherwise by the Member.
c)Orders, including those which involve the activation of, or a change in, or the discontinuance of, Service will be accepted by The Club only from the Member and not from any other party.

3.AVAILABILITY OF SERVICE
a)Service to the Member involving telecommunications and Underlying Carriers: (i) is subject to outages and transmission limitations caused by atmospheric and other natural or artificial conditions adversely affecting transmission (ii) is subject to Member’s ability to pay and (iii) may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocation, repairs, and other similar activities necessary for the proper or improved operation of service. (iv) may be temporarily refused or limited because of system capacity limitations.
b)Service to the Member involving other Services of the Club is subject to product supply and availability of the Service in the countries where the Service Companies are operating.
c)The Club shall have no liability for any failure to provide service except as provided in Section 4 hereof.

4.LIMITATION OF THE CLUB’S LIABILITY
a)The Member agrees to indemnify, defend and hold harmless The Club, the Service Companies, Underlying Carrier(s) and their respective employees, directors, officers, agents and employees against any and all claims for libel, slander, or infringement of copyright arising from any material transmitted by the Member by means of the Service.
b)The Club and its officers, agents or employees will not be liable to the Member or its Authorized Users for indirect, incidental, special or consequential damages.
c)The Club’s liability to the Member for damages arising from interruption, delays, error, defects, or to other problems with Service shall in no event exceed an amount of money equivalent to the retail value of the Service. However, in the event that the negligence or willful act of the Member causes or contributes to such interruption, delay, error, defect or other problems, The Club shall have no liability whatsoever to the Member.

5.DISCONNECTION OF SERVICES AND TERMINATION FOR CAUSE
a)The Club’s may terminate this Agreement, and/or temporarily discontinue the provision of the Service or specific products and services to the Member and its Authorized Users under the following circumstances:
 i)The Member fails to pay any amount duly invoiced to it for Service by The Club within the time payment is required under the terms specified by The Club and/or non-payment continues for fifteen (15) days after notice to the Member from The Club or Service Company of The Club’s intent to terminate and discontinue for this reason.
 ii)The Member fails to perform any other term, condition or covenant required to be performed by the Member under this Agreement, and fails to cure its non-performance within fifteen (15) days after notice of The Club’s intent to terminate and discontinue the service for this reason
 iii)The Club believes that the Member or its Authorized User is re-selling the Service and the Member fails to prove otherwise within five (5) business days after written notice from The Club or the the Club's Service Company's intent to terminate and discontinue the provision of Service for this reason.
 iv)The Club or its Service Company believes that (a) unusual and high levels of usage are being incurred by the Member compared to previous usage patterns and/or charges by the subscriber or, (b) there is a reasonable suspicion of fraud or other illegal activities being undertaken in connection with the Service.
b)Service to Member may be permanently or temporarily discontinued without notice in the event that The Club reasonably believes that the Member or the Authorized User is using the Service in a manner that will adversely affect the use of the Service by other Members and/or authorized users.
c)The Member may terminate this agreement only upon a) notice to the Service Company in writing or through communication with the Customer Services Representatives of The Club or its Service Company and b) satisfactory payment of all outstanding obligations to The Club.

6.RATES AND CHARGES
a)The Member agrees to pay The Club or its designee the prices and charges set or stated by The Club for the Service.
b)The Club reserves the right to revise, at its discretion and at any time its rates, charges and prices for the Service.
c)The Member agrees that The Club’s rates, charges and prices may be based at The Club’s option or reasonable estimate of the revenues, costs and expenses of the Service.

7.PAYMENT FOR SERVICES
a)The Member shall receive a statement from The Club for services rendered by The Club to the Member and Member shall be responsible for paying the full amount outstanding on the statement including late payment charges, bank charges and any other finance charges incurred by The Club as a result of non-payment by the Member of previous monthly statements. The Club reserves the right to collect payment for specified products and services which it deems advance payment is necessary prior to the delivery of the Service.
b)The Member agrees that The Club may pursue all avenues of collection, including, but not limited to, the use of collection agencies, in order to secure full payment of all services and charges due to (a) the Member’s failure to pay all charges in the monthly statements and (b) other unpaid charges and reasonable legal fees resulting from a failure to pay the monthly statements on time.
c)The Club reserves the right to impose monthly charges for late payment or non-payment at rates which shall be communicated to the Members through the Service Company, monthly statements and other means chosen by The Club. Such penalty charges shall continue to be charged for every month there is an overdue outstanding balance by the Member.

8.BILLING DISPUTES

In the event that the Member disputes any charges invoiced by or on behalf of The Club, the Member shall notify The Club or the Service Company in writing within fifteen (15) days that
a)The Member is disputing a specific charge, and
b)State in such notice the reason(s) the Member is disputing the specific charge in question. ALL NON-DISPUTED CHARGES SHALL BE PROMPTLY PAID BY THE MEMBER WITHIN THE APPROPRIATE TIME ALLOWED. The Club shall resolve the matter within a reasonable period of time from receipt of the notice, and shall notify the Member of The Club’s decision as well as the amount of its proposed adjustment, if any. In all events the final resolution of the dispute is at the sole discretion of The Club. Notwithstanding the foregoing, the Member shall pay any outstanding disputed charges after receipt of The Club’s decision. In the event that Member fails to pay the disputed amount thereafter, the Member’s account shall be deemed to be past due and unpaid, and subject to cancellation as provided in Section 5 hereof.

9.DATE OF EFFECTIVITY
This Agreement is effective upon (i) the execution of this Agreement by the Member or (ii) the date of the first use of the Service by the Member, whichever occurs first. 

10.CREDIT REVIEW AND APPROVAL
By executing this Agreement, the Member specifically authorizes The Club or its Service Companies to obtain credit reports from one or more independent credit evaluation and information services it may choose. The Member further authorizes The Club to use the information received by it regarding the credit and credit history of the Member as a factor in determining whether or not The Club shall also execute this Agreement. In the event that The Club determines not to execute this Agreement on the basis, in whole or in part, of any such credit report, then this Agreement shall not be binding on The Club.

11.NOTICES
For purposes hereof, any notice required hereby or related hereto shall be sent (a) to the Member at the address provided by the Member herein or to such other address in the United States of America as the Member may hereafter provide to The Club in writing stating that such new address shall be the address for notice for the Member and (b) to The Club at the address contained in its then current monthly invoice.

12.ASSIGNMENT
On written notice to the Member, The Club may assign all its rights and delegates all its duties contained herein to another entity (the “Assignee”). Upon such assignment (i) the Member shall have all the rights contained in this Agreement and the Assignee shall provide Service to the Member at the same rates at which Service is then being provided by The Club pursuant hereto and (ii) this Agreement shall from such time deemed to be in force between the Member and the Assignee with the Assignee being thereafter deemed to be the “The TeleClub” for all purposes hereof. Any such assignment shall not affect (i) any rights which the Member may have against The Club or (ii) any liability of The Club for events arising prior to the date of such assignment. The Member shall not assign or transfer the use of the Service.

13.MISCELLANEOUS
a)No provision of this Agreement deemed unenforceable shall invalidate any other provision of this Agreement, all of which shall remain in full force and effect.
b)This Agreement shall be binding upon, and inure to the benefit of the parties hereto, their respective heirs, and approved assignees.
c)This Agreement is subject to the Telecommunication Act of 1996 as amended, and to the Federal Communication Commission (FCC) rules and regulations adopted thereunder.
d)Except to the extent that the rules and regulations of the FCC shall be applicable, this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Nevada.
e)The rights of the parties are cumulative and the failure to exercise or enforce any right or remedy provided for herein or existing at law shall not preclude the exercise or enforcement of any other right or remedy or the enforcement of the right or remedy for which enforcement had not previously been made.
f)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements as to such matters whether written or oral.
g)No failure by either party in exercising any right, power or privilege hereunder shall affect the subsequent exercise thereof or the exercise of any other right power of privilege.
 

I AGREE