Supertrades

Barter Benefits

  • Increases Sales
  • Improves Cash Flow
  • Moves Excess Inventory
  • Provides a Competitive Edge
  • Means New Cash Sales
  • Makes Record Keeping Easy
  • Means No Bad Debts
  • Expands Distribution Channels
  • Means Wholesale Buying Power
  • Means Added Profits

Membership Agreement

 MEMBER AGREEMENT

1. Definitions

1.1. “Member Agreement” means this head agreement and the following attachments, as amended from time to time, which may be viewed online on the Website:

• Marketplace Rules. The Marketplace Rules describe the terms and conditions applicable to your use of the SupebizSupermarketplace (“Supermarketplace” “Supermarket”) as well as your use of our services under the domain and subdomains of www.superbiznow.com (the “Website”). Our Fee Policy is set forth as a part of the Supermarket Rules. The purpose of the Super MarketplaceRules is to enable and facilitate fair transactions among and between Superbiz Super Marketplace Members (“Members”) by fostering a system of good business practices. They set out the means by which Superbiz provides you with services and the way in which you must conduct transactions and other business with other Members.

• Privacy Policy. Our Privacy Policy sets out our commitment to the privacy of our Members and the practices applicable to information collected from or submitted by Members.

Superbiz Super Marketplace Rules and the Privacy Policy (together, the “Attachments”) are an integral part of this Member Agreement. The Attachments, together with the Member Agreement, constitute the entire understanding between Superbiz and the Member.

1.2. “Services” means the services provided by Superbiz in providing a Super Marketplace for cashless business transactions and acting as a third party record-keeper and administer of the clearinghouse function of theSuper Marketplace for Members who subscribe to our record keeping and payment processing services. We may, in our sole and absolute discretion, contract with others to provide all or part of such record-keeping, administrative or payment processing services.

1.3. “Member” or “You” means: (a) in the case of the hard-copy version of the Member Agreement, the business entity signing the Member Agreement whether a corporation, a sole proprietorship, a partnership or approved individual; and (b) in the case of the on-line version of the Member Agreement, the business entity or approved individual accessing this Member Agreement and accepting the same who then obtains a unique Member ID and password to continue to use the Superbiz Services.

2. Changes to Member Agreement. Superbiz reserves the right to alter and change the terms of the Member Agreement and the Attachments. We may amend this Member Agreement at any time by posting the amended terms on the Website. Unless otherwise amended in a writing signed by you and Superbiz, all amended terms shall automatically be effective 28 days after they are initially posted on the Website. In addition, you will be notified of such alteration or change to the Member Agreement by email. You agree that your use of our Services after notification of any changes to the Member Agreement constitutes agreement to the terms of the changed Member Agreement.

3. Services and payment.

3.1 Superbiz is a cashless payment processing and transaction clearinghouse providing a set of Services to its Members on the basis set out in this Member Agreement. You have elected to pay for such Services in accordance with the terms specified in our Fee Policy (currently set forth as Section C of the Super  Marketplace Rules entitled “Continuing Service and Transaction Fees” and incorporated herein by reference).

3.2 You duly authorize Superbiz to collect monthly dues and/or past due payments via any and all of the following methods: Credit Card, e check, check by Phone, check by Fax, ACH debit, EFT debit, Money Order or any other form of payment provided for your account.

4. Representations and Covenants of Member

4.1. You represent and warrant that:

(a) You are over the age of 18 and have the power, authority and capacity to enter into the Member Agreement and to bind yourself to the terms, conditions and obligations set forth therein and herein. If you are registering as a business entity, such entity is a bona fide and legal corporation, sole proprietorship or partnership, and you have the authority to bind the entity to our Member Agreement;

(b) The information provided by you on the Member Agreement is true, accurate and correct and properly describes you and your business;

(c) You have provided Superbiz a valid credit card, debit card, checking account information, or other method of payment of fees; and

(d) You have carefully read, understand and accept the Member Agreement, the Super MarketplaceRules (including the Fee Policy), the Privacy Policy, and the terms, conditions and obligations set forth in the Member Agreement.

4.2. You will indemnify Superbiz (together with its officers, directors and agents) and to hold it (and them) harmless from any and all claims, damages and expenses, including reasonable attorney fees, arising out of: (1) your actions or conduct in violation of the Member Agreement, which incorporates the Supermarket Rules and the Privacy Policy by reference; (2) your disputes with other Members or with third parties (3) any actions we take to comply with federal, state or provincial, and local tax laws; (4) any transaction wherein you are a buyer or seller; (5) any debit to your account utilizing your Member password on the Website; (6) any breach of the Website terms and conditions, including any use of content other than as expressly authorized; (7) your offer to sell, sale, or purchase any prohibited product or service through the Super  Marketplace; and (8) any transaction or attempted transaction with an Superbiz Broker or its employees when Broker is acting as a principal to the transaction.

4.3. You understand, acknowledge and agree that:

(a) Superbiz dollars are not considered legal tender, securities or commodities by Superbiz or its Members and may not be redeemed for cash (See Section D of the Super  MarketplaceRules).

(b) Transactions involving Superbiz dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes, and you will seek independent professional tax advice if you need it (See Section 3.22 of the Super Marketplace Rules).

(c) In the event of investigations of violations of Rules or use of the Website, Superbiz will cooperate with all government officials, international organizations and law enforcement authorities seeking to clarify whether any Member has violated the law.

(d) We reserve the right to accept or reject your application as a prospective Member of the Super  Marketplacefor any reason, in our sole discretion.

(e) Your acceptance as a Member is subject to our approval of your credit standing. By signing below, you agree to allow us to obtain a credit report from a regional credit-reporting agency at our expense, for the purpose of evaluating your credit risk. You acknowledge that we report delinquencies to credit reporting agencies.

5. Miscellaneous

5.1. Counterparts; Fax and Email Signatures. This Agreement may be executed in any number of counterparts and the parties agree that each such counterpart shall be deemed an original. Superbiz may, and Member agrees that Superbiz may, accept a faxed or emailed signature as an original, legal signature.

5.2. No Waiver of Right.Superbiz’s failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Superbiz’s remedies are cumulative and are not exclusive of any remedies provided by law.

5.3. Entire Agreement/Severability. This Agreement and the Attachments constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. If any provision of this Agreement is determined by any court to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.

5.4. Attorney’s Fees. In the event an arbitration, suit or action is brought by any party under this Agreement (including the documents referred to herein), to enforce any of its terms, or in any appeal there from, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court, in the action and on appeal. Any sums, which may be awarded to Superbiz by judgment, shall be in United States dollars rather than Superbiz dollars.

5.5. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of  New York, without giving effect to that body of laws pertaining to conflicts of law. Other than for debt collection matters, the parties agree that any dispute, claim or other litigable difference between them shall be exclusively resolved by submission to binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be held in New York County, NY. The prevailing party shall be entitled to an award from the arbitrator of declaratory relief, preliminary and permanent injunctive relief, compensatory damages, reasonable attorney fees and costs of the action. The decision of the arbitrator shall be entitled to enforcement in any court of competent jurisdiction.

5.6. Venue. Any action brought by any party to this agreement shall be filed, and venue shall lie only in the courts of New York County, New York, United States of America, to which jurisdiction and venue Member hereby specifically consents, provided however, that if Superbiz has assigned its cause of action against Member to any debt collector or collection agency, such action may be brought in a judicial district or under the jurisdiction of the court having the venue where Member resides, or is doing business, or is situated.

5.7. Assignment. Member may not assign any of its rights under this Agreement without the consent of Superbiz. Only the Member entering in to this Member Agreement or Authorized Users designated by Member and approved by Superbiz may utilize the Services provided by Superbiz. Superbiz may, in its sole discretion, assign and transfer its rights under this Agreement, including without limitation, all right, title and interest in and to Member’s accounts receivable, and all proceeds and collections relating thereto, which outstanding receivables arose from dues and fees billed to and balances owed by Member.

 5.8. Fax and email signatures

Superbiz will, and member agrees that Superbiz may, accept a faxed or e-mailed signature as an original, legal signature.

 5.9. Entire agreement

Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Super Marketplace member or membership Application, this Agreement and the Policies & Procedures.

  5.10. No waiver right

 Superbiz failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. Superbiz ‘s remedies are cumulative and are not exclusive of any remedies provided by law.

 5.11. Indemnification

Member AGREES TO HOLD HARMLESS AND Superbiz, IT’S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM Member Exchanges’ PARTICIPATION IN ANY OF Superbiz  TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.

 5.12 Judgment settlement

 In the event of a dispute between  Superbiz  and Member resulting in a judgment entered on behalf of the Member against  Superbiz or any of its subsidiaries, parent companies or officers, member agrees that  Superbiz shall have the right to satisfy said judgment in  Superbiz or Do Barter  trade dollars.