This Agreement (hereinafter referred to as the "Agreement") explains the contractual agreement between GATE: Global Alliance of Trusted Experts Inc. Dba GATE Village an Ontario corporation having its principle place of business in Kitchener, Ontario (“GATE" "we," "us") and you ("you," "your") who agree to the terms of this Agreement by agreeing to the membership package received. This Agreement is made to be effective as of the date accepted by GATE following your review of the membership package and execution and submission of this Agreement along with the GATE Policies accompanying the membership package, by __________________.

This Agreement governs your use of the GATEvillage.net and GATEvillage.org Web Sites (collectively the "Web Site") and transactions conducted through this Web Site including, but not limited to, the billing and payment services described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:

1. Membership Package

By using the Web Site and you acknowledge your acceptance of the GATE Village terms and conditions as laid out in the GATE membership package. That package will include:

1. This agreement

2. The GATE Trust Policy

3. The GATE Code of Ethics

4. The GATE Member Confidentiality Policy

5. The GATE Member Bylaws, and

6. The GATE Waiver of Liability

You agree that your membership is not complete and will not be accepted until GATE receives confirmation that you agree with all six (6) information objects. You agree that acceptance of this agreement online has the weight and force as a signed paper copy.

2. Village Roles 

GATE Village offers a number of Village Roles for both individual and business concerns.  Most roles provide hierarchical access control and generally provide access to another Information Security Realm. There are really two classes of roles:

1. Those roles that come with a GATE Village subscription, and
2. Those that are provided or purchased separately for use by a Business Lite, Business Premium account or for use in a Trusted Neighbourhood.

All of the GATE Village roles that can be subscribed to are described here, all such roles are subject to this Membership Agreement.

3. FEE Schedule

GATE Village Membership fees vary according to Village Role and most offer significant discounts for pre-paying. Canadian subscribers must identify themselves as such and are subject to GST.

4.SCOPE OF SERVICES -- What GATE Village provides

Please note, not all services listed here are made available to all Village Roles.

GATE Trust System – Ubiquitous within and at the heart of GATE Village is the GATE Trust System which requires members to participate in the RANKING and RATING system that provides data to support the GATE Trust Score, a comparable value that is a reflection of the trustworthiness of the GATE Member it is assigned to.

Information Security Realms -- GATE Village provides the ability to host secure Information Objects side-by-side with public data without fear of information leakage. Using clearly labeled and easy to use content types to create content for a specific audience (like the general public, your colleagues, your customers, etc). 

Member Services – the GATE department whose mission is to ensure the GATE Membership collectively feel that they are receiving value for their membership. Specifically, Member Services instructs members on the GATE Way to Success!

GATE Supplies are Information Objects created by Experts (usually from GATE Trusted Experts)  commissioned by GATE Village and, where applicable, vetted by legal counsel in the Province of Ontario

Opportunity Knocks Auction – The Global Alliance of Trusted Experts provides the Opportunity Knocks Auction for GATE Village Members' exclusive use – it is an auction for the right to bid for an external opportunity (GATE Client). Auctions are time-based for eligibility but winners are chosen by adherence to the posted Success Criteria for the chosen opportunity. WINNERS of the Opportunity Knocks Auction ARE SHORT-LISTED AND PROVIDED TO THE CUSTOMER FOR THE FINAL STAGE – WINNERS ARE NOT GUARANTEED ANY BUSINESS, EVEN IF THEY ARE THE ONLY WINNER. WINNERS SIMPLY WIN THE RIGHT TO CONTACT THE CUSTOMER WITH THEIR BID.

All Members are also provided their own Member user profile area and an optional Expert-Tease where they describe themselves in a highly-structured fashion so that they can be included in future searches of the Member Directory.

GATE Village is a content management system which provides a number of features and functionalities to each Village Role to assist with content creation, content collaboration, content retention, and content sharing and reuse. In all cases, Member-created content is included in the content managment system that includes Revision Control and Business Continuity (disaster recovery) Plans. Some Village Roles enjoy richer functionality. 

5. SYSTEM INTEGRITY

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancel bots or denial-of-service attacks, intended to damage or interfere with the proper working of GATE Village or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from GATE Village. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

6. INFORMATION POSTED ON THE WEB SITE

A. You are solely responsible for information that you post on the Web Site, any and all information you post within the Web Site may be used in whole or in part during or even as the focus of a GATE Trust Investigation; you will be judged by your actions and words within GATE Village but, provided no lawful injunction to the contrary, you will be left to do and say as you please. Please remember, however, the Village is a business-to-business marketplace and members are advised to conduct themselves accordingly.

B. The Web Site may contain links to third-party web sites not under the control or operation of GATEvillage.com. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.

7. PROCESS

To be included within the GATE Trust System calculations, a transaction must be registered within GATE Village. This may happen automatically (as is the case for any transaction involving GATE Employees or the Opportunity Knocks Auction) or voluntarily by using the GATE Registration System. All registered transactions must have a GATE RATING from all participants.

Any business transaction not involving GATE Employees, whether registered or not, is an independent transaction between two parties distinct from GATE Village activities. GATE Village does not offer any oversight to nor is a party to such transactions and GATE Village does not offer any remedy for any member to such transactions.

8.RELATIONSHIP AND OBLIGATIONS OF PARTIES

A.GATE provides Services for Members of various Village Roles (Base Member, Premium Account, Virtual Office, Business Lite, Business Premium and Entrepreneur / Trusted Neighbourhoods). All parties are independent contractors vis-à-vis GATE with respect to all matters arising out of this Agreement.

B. GATE is not party to any agreements between Members nor does GATE broker any agreements between Members.

C.GATE Village does not employ GATE Members, and GATE Members are not and may not be employees of GATE

D. You agree that you will abide by any and all applicable non-discrimination, employment, tax, Non Disclosure Agreements, other 3^rd parties must be honoured.

E. As per the GATE Trust Policy, You agree to and acknowledge GATE’s right to investigate any and all transactions for fraud or Breach of Trust (via the GATE Trust Investigation).

9. PAYMENT TERMS

All fees are due in advance, only Members in Good Standing have access to GATE Village. Only Members who have paid all their outstanding fees and at least the current month's access fees are considered to be “in Good Standing”.

10. TERM AND TERMINATION

A. Many Village Roles subscriptions come with a short trial period from a few days to one month to allow the prospective member to fully experience the role without having to sign onto a long-term agreement. In many cases these trial periods are provided at no cost while in others a setup charge equal to the pro-rated subscription fees is charged. In all cases a member may cancel their subscription without penalty at any time during the trial period.  

B. Automatic renewal -- unless specifically and separately negotiated with GATE Village to the contrary, all subscriptions are automatically renewed for the same terms as they were originally agreed to or as has been modified since. 


11. PRIVACY AND CONFIDENTIALITY

A. GATE Privacy Policy

B. User identification and password, not disclosed to third parties.

C. What happens in GATEvillage.com stays in GATEvillage.com

D. Pulbic messaging must be provided by GATE

12. OWNERSHIP

Intellectual property rights copyrights, trademarks, service marks and any feedback – GATEVillage and related technology are the Intellectual Property of GATE: Global Alliance of Trusted Experts Inc.

Any and all information objects uploaded by GATE Members are the responsibility of those GATE Members to ensure they have the appropriate rights to the information object.

13. REPRESENTATIONS AND WARRANTIES

A. Each party represents and warrants that it has the right and or full corporate power and authority to enter into this Agreement.

B. Not violate any laws of Canada, including copyrights, trademarks,

C. PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS

14. INDEMNIFICATION

A. indemnify GATE

15. LIMITATION OF LIABILITY

A. IN NO EVENT SHALL GATE BE LIABLE TO YOU OR ANY OTHER REGISTERED MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. Dispute with one or more Registered Members, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.

16. ASSIGNMENT

GATE has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights hereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

17. GOVERNING LAW AND JURISDICTION

As per the GATE WAIVER OF LIABILITY, the GATE Web Site is operated by us from our offices within the Province of Ontario, Canada and all GATE Members agree that to work within the GATE Village rules and regulations which are under the Jurisdiction of the Province of Ontario, Canada.