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Registration
 
I UNDERSTAND THAT BY REGISTERING WITH CREDIT CLEARING SOLUTIONS AS A CREDITOR, I AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THE FOLLOWING CREDITOR AGREEMENT.
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CREDITOR AGREEMENT

These terms and conditions contain legal obligations and constitute a binding agreement between you, the Creditor, and Credit Clearing Solutions and Universal Expansion Group, Inc. By becoming a Creditor with Credit Clearing Solutions, you agree to be bound by the terms and conditions set out in this Creditor Agreement. Please read this Credit Agreement carefully before clicking the “I AGREE” button below.

WHEREAS:

A. The Creditor has unpaid amounts owing to it by various debtors, without any claim of set-off or counterclaim, and interest continues to accrue on those amounts.

B. The Creditor wishes to accept from the debtors in full satisfaction of their respective debts, payment in the form of digital gift certificates redeemable for that debtor’s goods and/or services (“DGC’s”) in lieu of cash.

C. The Creditor wishes the assistance of Credit Clearing Solutions, in settling the outstanding debts with each debtor for DGC’s, creating the DGC’s on behalf of the debtors, selling the DGC’s online to the public for cash, and transferring a portion of the proceeds of such sales to the Creditor, which amount shall not exceed the amount of the debt.

NOW THEREFORE THIS AGREEMENT WITNSESSES that, in consideration of Credit Clearing Solutions assisting the Creditor to settle the Debts and the promises and covenants contained in this Agreement, the parties covenant and agree as follows:

1. The Creditor shall, from time to time, provide Credit Clearing Solutions with information about each debtor with whom the Creditor wishes assistance in settling their debt (individually “Debtor”, and collectively “Debtors”). This information shall include, but is not limited to, the name of each Debtor, the amount of the debt owing by that Debtor to the Creditor including any interest accrued (“Debt”), and the invoice numbers and dates of unpaid invoices. The Creditor shall submit this information in the Accounts Receivables section on www.creditclearingsolutions.com, and it is the Creditor’s responsibility to ensure that this information is accurate and updated.

2. The Creditor authorizes Credit Clearing Solutions, as agent for the Creditor, to enter into settlement agreements with each Debtor to settle their Debt owing to the Creditor in full through payment in the form of DGC’s redeemable for that Debtor’s goods and/or services, with the face value of the DGC’s equal to THREE TIMES the amount of the Debt. The form of the settlement agreements is attached to this Agreement as Appendix “A” (“Settlement Agreement”). The Settlement Agreement shall be forwarded to the Debtors by the Creditor.

3. Upon a Debtor accepting the terms of the Settlement Agreement, Credit Clearing Solutions shall immediately create the DGC’s in the numbers and denominations set out in the Settlement Agreement with that Debtor, and the Creditor shall immediately transfer title of the DGC’s to Credit Clearing Solutions and give up any rights and interest over the DGC’s subject to the terms of this Agreement.

4. The Creditor agrees that, upon creation of the DGC’s, Credit Clearing Solutions shall, within a reasonable time, offer the DGC’s for cash sale to the public at a discount on www.dealacopia.com or one of Universal Expansion Group’s affiliated online retail stores (collectively the “online stores”).

5. The Creditor agrees that the following conditions shall apply to the offer for sale of the DGC’s to the public on the online stores:

a. Credit Clearing Solutions shall, in its sole discretion, determine the price of the DGC’s to be offered on the online stores, which price will be discounted from the face value of the DGC’s.

b. Credit Clearing Solutions shall, in its sole discretion, determine which online stores to post the DGC’s, the number of DGC’s to be posted on the online stores at any given time, and the period of time that the DGC’s shall be posted, which period of time shall not exceed 1 year (the “sale period”).

c. The parties agree that the cash proceeds from the sale of the DGC’s shall be collected by Credit Clearing Solutions and distributed by Credit Clearing Solutions as follows:

i. 2/3 of the proceeds from each Debtor’s DGC sold on the online stores shall be paid to the Creditor pursuant to section 5(d), the cumulative total of which shall not exceed the amount of that Debtor’s Debt; and

ii. 1/3 of the proceeds from each Debtor’s DGC sold on the online stores, and any excess proceeds collected after the Creditor has been fully paid according to section 5(c)(i) above, shall be paid to Universal Expansion Group.

d. The proceeds set out in section 5(c)(i) shall be paid by Credit Clearing Solutions to the Creditor in cash or by certified cheque as follows:

i. proceeds from sales collected between the 1st and 15th of each month shall be paid on the 15th of the following month, and

ii. proceeds from sales collected between the 16th and 31st of each month shall be paid on the 1st of the second following month.

e. The Creditor agrees that if more cash is received from the online sales of a Debtor’s DGC’s than the amount of that Debtor’s Debt, under no circumstances shall the Creditor receive more cash than the amount of the Debt. Any excess proceeds from the sales of the DGC’s above the Debt amount shall be paid in accordance with section 5(c)(ii).

6. Credit Clearing Solutions does not guarantee, and makes no representations or warranties, that all DGC’s will be sold on the online stores within the sale period, or that the Creditor will receive payment equivalent to the full amount of a Debtor’s Debt in cash.

7. The Creditor understands that payment under section 5(c)(i) depends solely on the sale of DGC’s on the online stores, and that the Creditor may not actually receive payment in cash equivalent to the full amount of a Debtor’s Debt after the sale period ends.

8. Credit Clearing Solutions agrees that if all of a Debtor’s DGC’s are not sold on the online stores within the sale period, and the Creditor has not received payment equivalent to the full amount of that Debtor’s Debt under section 5(c)(i), the Creditor has the right, within 30 days after the sale period ends, to accept for the outstanding amount of the Debt for which the Creditor has not been paid under section 5(c)(i) (“Unpaid Portion of the Debt”), that Debtor’s unsold DGC’s with the face value of the DGC’s equal to TWO TIMES the Unpaid Portion of the Debt.

9. If the Creditor exercises its option under section 8, the Creditor has the further option to post the unsold DGC’s it receives under section 8 on www.collectivecurrency.com and attempt to sell them for trade credits on www.collectivecurrency.com.

10. If the Creditor has not been paid the full amount of a Debt under section 7, and if the Creditor does not exercise its option under section 8, the Creditor will be deemed to have forfeited repayment for the Unpaid Portion of the Debt and waives any rights it may have to recover the Unpaid Portion of the Debt from Credit Clearing Solutions and Universal Expansion Group.

11. Credit Clearing Solutions specifically disclaims any liability for any costs associated with delivery, shipping, and taxes, associated with the sale of the DGC’s on the online store.

12. The Creditor assumes any and all risks and liabilities arising from the terms of this Agreement, and the posting of the DGC’s for sale on the online store.

13. The Creditor expressly agrees that Credit Clearing Solutions and Universal Expansion Group, their subsidiaries and affiliates including Collective Currency Exchange, and their respective officers, directors, agents and employees, shall not be liable for any damages whatsoever, including any direct, indirect, consequential, special, or exemplary damages, business interruption losses, loss of profits, whether based on breach of contract, breach of warranty, tort or other legal principles, arising out of the terms of this Agreement or the Settlement Agreement, including the failure of Credit Clearing Solutions to sell all of the DGC’s on the online store, and the failure of a Debtor to abide by the terms of the Settlement Agreement.

14. The Creditor agrees to release, indemnify and hold harmless Credit Clearing Solutions and Universal Expansion Group, their subsidiaries and affiliates including Collective Currency Exchange, and their respective officers, directors, agents and employees, from any and all liability from any claims or actions by third parties, including accounting fees and legal costs, to defend and settle such claims and actions, arising out of:

a. the posting of the DGC’s for sale on the online store, including from any misrepresentations as to the ownership of the title in the advertised goods, or quality, merchantability, fitness for purpose, delivery or availability of the goods and services listed on the DGC’s;

b. the failure of a Debtor to abide by the terms of the Settlement Agreement; or

c. the Creditor’s failure to comply with this Agreement.

The Creditor also agrees to cooperate with Credit Clearing Solutions and Universal Expansion Group in the defence of any such third party claims and actions.

15. The parties covenant not to sue each other, their respective officers, directors, agents and employees and agree to release and forever discharge each other from any and all actions, claims, demands, suits, debts, sums of money whatsoever, which the parties may have against each other, arising out of the terms of this Agreement or the Settlement Agreement.

16. This Agreement and any rights, duties or obligations between the parties shall be governed by and interpreted solely in accordance with the laws of the Province of British Columbia, Canada, without reference to any of its conflict of laws rules. The parties also agree to submit to the exclusive jurisdiction of the courts of British Columbia.

17. Each of the parties acknowledges that they have received independent legal advice or waived independent legal advice with respect to this Agreement, and each party confirms that they enter into this Agreement of their own free will without any coercion or duress having been imposed upon them by any of the parties to this Agreement.

18. This Agreement is binding upon and will enure to the benefit of the parties, their successors and assigns.

19. This Agreement constitutes the entire agreement between the parties and supersedes all previous expectations, understandings, communications, representations and agreements, whether verbal or written between the parties with respect to the subject matter of the Debt.


APPENDIX “A”


SETTLEMENT AGREEMENT


Dear DEBTOR,

I am an agent on behalf of CREDITOR, and am authorized by the CREDITOR to present this unique settlement offer to you to settle the outstanding amount you owe CREDITOR, with payment in your own products or services instead of cash. Currently, the following invoices are past due:

Invoice number #____ dated __________ in the amount of $_________

Invoice number #____ dated __________ in the amount of $_________

Interest accrued in the amount of $______________

Total outstanding: $_____________ (“Debt”)

The CREDITOR agrees to accept in full and final satisfaction of this outstanding Debt, in lieu of cash, payment in the form of Digital Gift Certificates for DEBTOR’S products or services (“DGC’s”), which DGC’s can later be sold online to the public. DEBTOR agrees that the DGC’s shall be redeemable at DEBTOR for the face value amount of $________ (three times the amount of the Debt), and that there shall be _#_____ DGC’s created in denominations of $____ for each certificate.

Although paying three times the amount owed may at first seem a lot, please remember that you will be settling your Debt in full with your own product or service instead of paying with cash, which may only be a fraction of your actual cost. In addition, you benefit from any DGC’s sold by us but not redeemed, as well as any amount a customer spends at your establishment that exceeds the DGC amount. This amount is paid direct to you in cash, as well as any gratuities. Best of all, we will be sending you new customers that would never have known about your establishment. Treat them just like your best customers, and they will be sure to return, as well as for family and friends, which will increase your cash sales.

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A prompt response to this settlement offer is kindly requested. To accept this offer, fill in the information below to register at www.creditclearingsolutions.com, and click “I ACCEPT”. By accepting this settlement offer, you authorize Credit Clearing Solutions to create the DGC’s in the numbers and denominations stipulated above, and to offer to sell the DGC’s to the public on www.dealacopia.com or another one of Universal Expansion Group’s affiliated online retail stores. Credit Clearing Solutions reserves the right to determine how many DGC’s will be offered on the online stores at any given time, the sale price of the DGC’s, and the length of time the DGC’s will be offered for sale online. The Debtor shall not be entitled to any cash from the online sales of the DGC’s.

By agreeing to this settlement offer, you represent and warrant that you are over 19 years of age and have the authority to clear this Account Payable in this manner on behalf of DEBTOR. Further, you represent and warrant that the DEBTOR shall honour all DGC’s that are redeemed for the Debtor’s goods and/or services by the holder of the DGC, as long as the DEBTOR remains in business. The Creditor reserves the right to pursue the DEBTOR for any unpaid portion of the Debt, should the DEBTOR fail to comply with any part of this Settlement.

Rejecting this settlement offer, either by clicking “CANCEL” below or by failing to reply within 7 days, may result in the outstanding Debt being sent to a conventional credit collection agency.

Yours truly,

___________________________________,
Independent Credit Clearing Specialist with
Credit Clearing Solutions,
a subsidiary of Universal Expansion Group Ltd.
I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS CONTAINED IN THIS SETTLEMENT AGREEMENT, I ACCEPT THIS SETTLEMENT, AND BY CLICKING “I ACCEPT” BELOW, I AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THIS SETTLEMENT.

___________________________________, _____________________
Name of Authorized Signatory, Date

on behalf of_____________________
I acknowledge that I have authority on behalf of the CREDITOR to enter into this Agreement
I confirm that I am at least 19 years of age, and have the legal capacity in my jurisdiction to enter into contracts and to agree to the terms and conditions in this Agreement.
I authorize Credit Clearing Solutions to retain a copy of this Agreement in electronic form.

I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND BY CLICKING “I AGREE” BELOW, I AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THEM.

I AGREE

or Cancel