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RULES OF THE SUPERTRADEEXCHANGE®
Effective March 1, 2009

Table of Contents

(A) Overview

(B) Participation in the SuperTradeExchange®

(D) Administration of the SuperTradeExchange® and SuperBucks

(E) Breach of Rules; Prohibitions

(F) Intellectual Property; Website Usage; Member Information

A. OVERVIEW

These Rules of the SuperTradeExchange® ("Rules") are part of the Member Agreement between you and SuperMedia. They describe the terms and conditions applicable to your use of the SuperTradeExchange® which is located at www.supertradeexchange.com (the "Website"). All terms defined in the Member Agreement shall have the same meanings in these Rules.

Opening and continuing to use a SuperTradeExchange® account ("Account") as a Member constitutes your acceptance of all terms and conditions of these Rules as most recently published by SuperMedia. If you do not agree to be bound by these Rules, you cannot be a Member or use or access our services. In addition to these Rules, Members must read, agree and accept all of the terms and conditions contained in our SuperTradeExchange® Member Agreement and Privacy Policy. We may amend these Rules at any time by posting the amended terms on the Website. Except as stated below, all amended terms shall automatically be effective immediately upon posting on the Website. These Rules are effective upon our acceptance of you as a new Member, and are otherwise effective on March 1, 2009 for all Members.

B. PARTICIPATION IN THE SUPERTRADEEXCHANGE®

1. Nature of the Parties
1.1. SuperMedia. SuperMedia is a provider of the Services described in the Member Agreement.
1.2. Member. Member is a bona fide and legal corporation, sole proprietorship, partnership or approved individual that desires to exchange its products, services, materials and/or labor ("products and services") with other Members of the SuperTradeExchange® (or other permitted parties), accepting SuperBucks (as defined in Section D.1.), or other permitted types of currency, as payment, and subscribes to SuperMedia’s record keeping, payment processing and related services.
2. Member Eligibility
Only individuals and businesses who meet our qualifications and are Members in Good Standing (defined below) can obtain an Account and transact through the SuperTradeExchange®. Members may designate authorized persons ("Authorized User") to transact in the SuperTradeExchange®, subject to our approval. We reserve the right to approve, deny, suspend or terminate membership or use of an Account by any business or individual, in our sole discretion for any reason or no reason. Our services are available only to, and may only be used by, business entities or individuals who can form legally binding contracts under applicable law, including those with respect to payments, transactions, and fees. We may require that, at any time, each Member provide SuperMedia a valid credit card, debit card, checking account information, or other guarantee of payment of fees. If you are registering as a business entity, you represent that you have the authority to bind the entity to our SuperTradeExchange® Member Agreement. Our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Members.
3. Conduct of Transactions
3.1. Legal Right to Sell Listed Products and Services. You may list on the SuperTradeExchange® only those products and services that you have the legal right to sell through the SuperTradeExchange®. Only Members holding the appropriate license may sell products or services that are permitted to be sold only by licensed sellers under federal, state or provincial, and local law, including but not limited to travel services, alcohol, real estate, insurance, professional services and securities.
3.2. Member Listings. All listed products and services for sale on the Website must be listed in an appropriate category. We reserve the right to remove any Member listing or change its location on the Website. All listings of a Member must comply with the Rules. Members are not permitted to manipulate, alter, interfere with, or otherwise affect another Member’s listings. Listings that promote bonus items, giveaways, or random drawings or prizes as an enticement for buyers must be legal promotions in all jurisdictions where the promotion is available. It is your responsibility to determine the legality of your promotion. We reserve the right to request documentation supporting your SuperBucks valuation of a listed product or service with evidence of other valid cash sales at the same price. Failure to provide adequate documentation of cash sales to support the listed price may result in the deletion of any Member’s listing from the SuperTradeExchange®.
3.3. Selling Products and Services for SuperBucks. You agree to sell products and services for SuperBucks in accordance with the terms and conditions set forth in these Rules at prevailing or normally advertised prices, but you may exclude "sale" items. You agree to sell your products and services for 100% SuperBucks, except for tax and shipping costs, and except in the case of a single transaction exceeding 5,000 SuperBucks. A buyer in a transaction involving the SuperTradeExchange® (a “Buyer”) and seller in a transaction involving the SuperTradeExchange® (a “Seller”) may negotiate for a portion of the excess of the price over 5,000 SuperBucks in a single transaction to be paid in cash. Any required cash payments, e.g. shipping or tax, are the sole responsibility of the Buyer and Seller and are not the responsibility of SuperMedia. We are not a guarantor of any SuperTradeExchange® transaction. Our only responsibility is to record transactions according to the terms and conditions outlined herein, and SuperMedia is not responsible for the interpretation or fulfillment of any of the obligations of the Buyer and Seller. Submission of improperly completed Buyer authorized transaction documents to SuperMedia may result in delays or denial of posting. 3.4. Transaction Documents and Payment Methods. SuperBucks and other approved forms of currency from other authorized trade exchanges (such as ITEX Dollars, ITEX checks and Scrips) may be used to make payments for SuperTradeExchange® transactions. For SuperTradeExchange® Sellers, ITEX Dollars, ITEX checks and ITEX Scrips will be converted to SuperBucks prior to crediting your Account.
3.5. Transaction Procedure.

a. You may make purchases or payments directly on the Website. Members who wish to use the Website to list a product or service for sale, make a purchase, or make a payment, must enter their approved password. It is important that you guard the identity of this password because the use of the password to make a purchase represents your consent as Buyer to debit your Account.

b. Seller may approve a transaction initiated on the Website by a Buyer, resulting in the transfer of SuperBucks from Buyer’s Account to Seller’s Account.

c. It is the responsibility of the Seller to maintain written documentation of the transaction (contract, invoice, etc.), including an authorizing signature from the Buyer. In case of dispute, if no signed authorization from the Buyer is kept, the transaction may be reversed at the Buyer’s written request. SuperMedia is not under any obligation to review transactions after one hundred twenty (120) days from the date of the disputed transaction posting. We may, in our sole discretion, reverse a transaction older than 120 days, if we deem it appropriate. Notwithstanding the foregoing, we have no obligation to evaluate the lawfulness of any transaction conducted through the SuperTradeExchange®.

3.6. On Hold Status. You may initiate "On Hold" status with respect to the products and services offered by you as a Member, ONLY during the Cycle(s) you maintain a positive SuperBucks balance. To initiate On Hold status, you must inform other Members who call for products and services that you are On Hold and will be accepting SuperBucks in the near future.
3.7. Transaction Assistance. We intend to use reasonable commercial efforts to assist Members to transact among themselves by making Member information available on the Website and maintaining current Member information. In addition, we may appoint, at our sole and absolute discretion, independent persons or entities as brokers to provide information on Members’ products and services available through the SuperTradeExchange®. Whenever you either enter into a transaction, or make an offer to enter into a transaction through the SuperTradeExchange®, you acknowledge that (i) the sole parties to any SuperTradeExchange® transaction are the Buyers and Sellers involved and not SuperMedia (unless SuperMedia notifies a Member in writing that SuperMedia is acting as a Buyer or Seller in a transaction), (ii) each transaction is entered into voluntarily and incurs normal risks associated with any business transaction, (iii) each Member will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into the transaction, and (iv) that SuperMedia is not a guarantor of any transaction or SuperBucks transfer and is not liable in any manner for damages related to the transaction. We will use reasonable commercial efforts to record transactions accurately, to administer the Rules in accordance with their terms. However, the initiative for using our services for your economic benefit is exclusively yours. SuperMedia, does not guarantee or warrant any level of business through the SuperTradeExchange®.
3.8. Real Estate. Any Member that participates in a transaction involving the sale or lease of real estate agrees to the following:

(a) Any real estate transaction conducted in the SuperTradeExchange® shall not be deemed a legally binding contract until all requisite documents have been executed and the transaction has been completed in accordance with the laws of the jurisdiction in which such property is located. You are strongly advised to seek the help of a licensed real estate professional or real estate attorney to help you in the negotiation, purchase or sale of any real estate;

(b) All offers to sell real property are solicited by the seller thereof and not by SuperMedia. Any Member offering real estate in the SuperTradeExchange® shall have any valid real estate license required in the jurisdiction in which such offered property is located, or shall be the legal owner of that property; and

(c) All real estate advertising in the SuperTradeExchange® is subject to the Federal Fair Housing Act, which makes it illegal to advertise "any preference, limitation, or discrimination because of race, color, religion, sex, handicap, familial status, or national origin," as well as state and local requirements.

(d) For purposes of these Rules, real estate is considered a product.

3.9. Safe Transactions. You bear sole responsibility for the authentication of the identity of any person you may transact with. You acknowledge that authentication is difficult, particularly on the Internet, and that SuperMedia does not confirm any person’s purported identity. You should communicate directly with potential trading partners and establish your own standards for identity authentication. You should use caution, common sense and practice safe transactions when using the SuperTradeExchange®. There may also be, and you accept full responsibility for any, risks associated with dealing with foreign nationals and persons acting under false pretense.
3.10. Prohibited Products and Services. No Member shall offer for sale or purchase any product or service through the SuperTradeExchange® in a manner that violates federal, state or provincial and local law. No offer to sell or purchase any such prohibited product or service shall be deemed to be authorized by SuperMedia. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state or provincial, and local law, including but not limited to travel services, alcohol, real estate, insurance, professional services and securities.
3.11. Availability of Products and Services. SuperMedia does not represent, warrant, or guarantee that Member will find specific products or services to purchase, or customers for their products and services within the SuperTradeExchange®. SuperMedia is not responsible if Member cannot find specific products or services to purchase, or customers for their products and services within the SuperTradeExchange®.
3.12. No Control over Member and Third-Party Information. We are not responsible for, and do not control, represent or endorse the accuracy, reliability, integrity, or legality of any information provided by Members and third parties available through the SuperTradeExchange®, including information that is transmitted on behalf of Members by their employees. Members and third parties are solely responsible for their respective information.
3.13. Definition of "Member in Good Standing." A Member who (i) complies with the current Rules and any other agreements in effect with us, (ii) is current in the payment of all Fees (defined below) owing to us under this Member Agreement, (iii) has a valid Member Account, (iv) is an advertising client of SuperMedia, and (v) is not delinquent by more than 90 days in any obligations to SuperMedia relating to SuperMedia advertising products, is a "Member in Good Standing." If a Member is not a Member in Good Standing, SuperMedia may suspend or terminate the Members Account in its sole discretion.
3.14. Advertising Authorization. Unless we are otherwise notified in writing, you authorize us to inform other Members of the availability of your products and services. This authorization includes, without limitation, listings in local, regional or national directories, Website listing, e-mail broadcasts, and other printed materials. You acknowledge and agree that Member information that will be publicly available may be the name of the business, address, contact person, telephone number, fax number, email address, website URL, and product and service availability. We are neither a party to these sales listings nor responsible for their accuracy. Any inaccuracies should be immediately reported to us, in writing. We reserve the right to restrict or deny the publishing or promotion of products and services that we, in our sole discretion, deem to be inappropriate.
3.15. Consent to Receive Electronic Mail. You hereby expressly consent to receive electronic mail messages from us that we may send from time to time in our sole discretion containing information promoting the sale, lease, or other disposition of products and services made available through the SuperTradeExchange®, or containing information regarding the operation of the SuperTradeExchange®. You agree that we are not responsible for, and do not control, represent or endorse the accuracy, reliability, integrity or legality of any email, advertising or other information provided by Members.
3.16. Record Keeping

(a) We may, in our sole discretion, issue periodic statements to you reflecting your Account activity and amounts due and owing to SuperMedia. Statements are deemed accurate as produced unless you notify the SuperMedia corporate office in writing of any discrepancy, within four weeks of the statement date. We are under no obligation to reverse transactions entered on an Account one hundred twenty (120) days after the date of the posting of the transaction. Interim Account activity summaries may be made available at the Website. If you request copies of processed ITEX checks or other Buyer authorized transaction documents over one hundred twenty (120) days old, you may be charged a cash research fee per copy unless the examination reveals an accounting error.

(b) SuperTradeExchange® operates on a four (4) week accounting cycle ("Cycle") that may or may not conform to any given calendar month. Each Cycle begins on a Friday and ends at midnight on the fourth Thursday following.

(c) We have the right, but not the obligation, to reverse transactions due to non-compliance with these Rules or failure to provide products or services, in which event it will be the Seller’s responsibility to collect from the Buyer. Transactions are subject to final audit and verification by SuperTradeExchange® and, in case of inaccuracies or non-compliance, we may debit or credit your Account without notice.

3.17. Funds in Transit. The following applies to transactions involving special or long distance orders, construction jobs, service work, long term leases and other work-in-progress transactions. SuperBucks transactions should be conducted in the same manner as cash transactions. For instance, Buyer should consider obtaining a written estimate or description of product or service and price before authorizing work to begin or shipments to be made. Before starting work or shipping a product, Seller should consider obtaining a deposit or down payment in SuperBucks in the same manner as a seller would in a cash transaction. The Funds-In-Transit (FIT) Program has been designed to assist Members with transactions in excess of 1,500 SuperBucks or those transactions that require more time than the SuperMedia authorization process allows (14 days). The FIT Program is designed to assure the Seller that Buyer funds have been set aside for the specific transaction. Authorized transaction documents and a FIT Initiation Form must be submitted to the SuperMedia corporate office before funds may be deposited into a FIT account. Before funds can be released from a FIT account, a FIT Release Form must be completed and signed by the Buyer and submitted to the SuperMedia corporate office.
3.18. Products or Services sold by SuperMedia. ON ALL PRODUCTS OR SERVICES OWNED AND SOLD BY SUPERMEDIA, THE ONLY WARRANTY SUPERMEDIA MAKES IS THAT IT HAS TITLE FREE AND CLEAR FROM ANY LIEN OR ENCUMBRANCE. ALL PRODUCTS OR SERVICES ARE SOLD "AS IS, WHERE IS." SUPERMEDIA MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS OR SERVICES SOLD IN TRANSACTIONS IN WHICH SUPERMEDIA MAY ACT AS A SELLER, AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER, DISTRIBUTOR OR RETAILER OF SUCH MERCHANDISE FOR ANY WARRANTY.
3.22. Taxes. Each Member must provide a valid and correct taxpayer identification number (or, if applicable, social security number) to SuperMedia before engaging in any transaction through the SuperTradeExchange®. By signing a Member application or agreeing to the terms of the SuperTradeExchange® Member Agreement, you thereby declare and affirm that your taxpayer identification number (or, if applicable, social security number) you provide to SuperMedia is valid and correct. Members shall be solely responsible to collect and remit, and to declare and report all applicable federal, state, provincial, local and municipal taxes, including appropriate sales and excise taxes and, resulting from any trade transaction to the appropriate taxing authorities as required by law. Under no circumstances are we responsible to pay any sales, excise, use or other taxes on behalf of any Member. Transactions involving SuperBucks are generally treated as taxable events for federal, state or provincial, and local tax purposes. It is your responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from SuperBucks transactions rests solely with you. In the U.S., we are required by law to submit a 1099B for each Member Account to the IRS each year reporting the gross sales of the Account.
3.23. Disputes

(a) Transaction disputes concerning the quality, fulfillment, or deliverability of products and/or services purchased are between the Buyer and Seller ONLY, and SuperTradeExchange® has no responsibility in connection therewith other than recording transactions. You should exercise the same discretion in evaluating Sellers, inspecting products, conducting due diligence, and ensuring delivery in SuperBucks transactions as you do in cash transactions. We are not responsible for use of SuperBucks by unauthorized persons or for transactions that do not comply with the Rules. SuperMedia is not a Buyer or Seller in any transaction unless it so states in writing.

(b) In situations in which Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller to provide SuperMedia with: (1) written verification from the Buyer authorizing the transaction; or (2) written verification that Buyer is rescinding the dispute. If such documentation is not received by SuperMedia within five (5) business days of SuperMedia’s notice of the dispute, the transaction will be reversed. We are under no obligation to reverse transactions after one hundred twenty (120) days from the date of the disputed transaction posting. Except in the case of an accounting error, if a transaction is reversed, Member may still be charged the appropriate transaction and/or association fees.

(c) In situations in which Buyer disputes the fulfillment or deliverability of products and/or services, it is the Buyer’s responsibility to complete and submit to SuperMedia corporate headquarters a complaint report, available on the Website (“Complaint Report”). We, in our sole discretion, will determine, in accordance with these Rules, whether or not the dispute warrants our involvement. In cases in which disputes are deemed valid and within 120 days of the posting of the transaction, SuperMedia will forward the Complaint Report to the Seller, requesting a response within five (5) business days. Upon receipt of Seller’s timely response, our Dispute Resolution Committee ("DRC") will review all available information and will determine whether the transaction remains as posted or if the transaction shall be reversed. Failure of Seller to respond to the Complaint Report will, in most cases, result in the disputed transaction being reversed. Neither SuperMedia nor the DRC is under any obligation to review transactions after one hundred twenty (120) days from the date of the disputed transaction posting.

(d) If you have three (3) Complaint Reports filed against you within a one (1) year period which we deem to be valid complaints in accordance with these Rules, you may be deemed to be in Default (defined below) and your Account may be terminated in accordance with Section E. of these Rules.

C. CONTINUING SERVICE AND TRANSACTION FEES

1. Fees
Each Member will pay SuperMedia continuing service fees for record keeping and administrative services, transaction fees for sales and purchases and other fees (collectively, "Fees"). Fees are due upon receipt of your SuperMedia statement and must be paid by credit card or electronic funds transfer (“EFT”) or SuperBucks, as applicable. All Fees that are not payable in SuperBucks are sometimes referred to herein collectively as “Cash Fees.” Fees specifically include the following:
1.1. Association Fees: $10.00 will be charged to your credit card or by EFT and $10.00 in SuperBucks will be charged to your Account each Cycle for your right to participate in the SuperTradeExchange®. SuperBucks are automatically deducted from your Account.
1.2. Transaction Fee: Members will be charged a five percent (5%) transaction fee on purchases (payable by Buyer) and a five percent (5%) transaction fee on sales (payable by Seller). Such transaction fees will be paid by credit card or EFT.
1.3. Credit Line Interest: If a Member’s Account has a negative SuperBucks balance at the end of any Cycle, credit line interest of one and one-half percent (1.5%), or the maximum rate permitted by law (whichever is greater), will be charged, in SuperBucks.
1.4. Over-Limit Fee: If a Member’s Account has a negative SuperBucks balance at the end of any Cycle that exceeds their approved credit line, or if Member has no credit line, an over-limit fee of $25 will be charged (or the maximum amount permitted by law, whichever is less) and paid via credit card or EFT each Cycle, until the negative SuperBucks balance is within the Member’s established line of credit.
1.5. Cash Finance Charge/Late Fee: A cash finance charge of the greater of (i) one and one-half percent (1.5%) monthly, or (ii) the maximum amount permitted by applicable law will be charged if the Cash Fees you owe are not received by SuperMedia within one Cycle of your statement date.
1.6. EFT Returns, Chargebacks, and NSF: EFT returns, credit card chargebacks will be charged $25.00 cash per incident against the originating account. Until the payment is honored by your bank or credit card issuer, your SuperBucks balance will be frozen.
2. Payments; Modification of Fees; Forfeiture of SuperBucks
2.1. Fees Are Non-Refundable: Unless otherwise agreed to in writing by SuperMedia, your payment of Fees to SuperMedia is non-refundable. If Buyers or Sellers do not complete a transaction, the posting of a transaction is disputed, or if a previously posted transaction is reversed, we will not be obligated to refund any Fees we have received.
2.2. Payment of Fees. If Cash Fees are past due on the date of the second Cycle (typically fifty-six (56) days) after the date originally invoiced, you waive all rights to the use of any positive SuperBucks balance in your Account and grant SuperMedia the right to freeze your SuperBucks balance until the past-due fees are paid.
2.3. Modification of Fees. We may modify our Fee policy and the Fees assessed to your Account at any time in our sole discretion, by written or email notice, or by posting the amended terms on the Website. Even in the absence of a transaction, the implemented changes will apply to any negative Account balance remaining outstanding, any Fees remaining unpaid, and any pending (but not yet authorized) or future transactions by you or any Authorized User.
2.4. Advance Payment. SuperMedia may, in its sole discretion, require advance payment of Fees.
2.5. Forfeiture of SuperBucks. If we close your Account for Default (defined below), any SuperBucks in your Account may be forfeited.
2.6. Account Closure. If your Account has a negative SuperBucks balance on the date your Account is closed for any reason, an amount equal to the U.S. dollar equivalent of the negative Account balance shall be immediately due and payable by you to SuperMedia in U.S. dollars (regardless of any Credit Line (defined below) in place at the time of Account closure).

D. ADMINISTRATION OF THE SUPERTRADEEXCHANGE® AND SUPERBUCKS

1. Nature of SuperBucks. The term "SuperBucks" refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of products and services among Members of the SuperTradeExchange®. SuperBucks denote the right to receive products or services available from other Members, or the obligation to provide products or services to other Members. SuperBucks are not legal tender, securities, or commodities, are not an obligation of SuperMedia, and cannot be redeemed for cash or legal tender. In no event shall SuperMedia be required to refund, redeem or pay any amounts to any Member for any SuperBucks, or allow conversion or liquidation of SuperBucks into cash or legal tender. SuperBucks may not be bought or sold for cash. Offers to buy or sell SuperBucks for cash can lead to immediate termination of Member’s Account and forfeiture without recourse of all SuperMedia balances. Transactions found to be in violation of this provision can be reversed without notice and participating Members Accounts closed. For purposes of transacting and record-keeping within the SuperTradeExchange®, one SuperBuck shall be assigned a value equivalent to one U.S. dollar. SuperBucks shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Members in any way, directly or indirectly, except as required for:

(a) the bona fide payment for products and services through the SuperTradeExchange®;

(b) the payment of Fees;

(d) as otherwise provided in this Member Agreement,

in each case in accordance with these Rules. SuperMedia disclaims any and all responsibility for the negotiability of SuperBucks.
2.0. Member’s Account
2.1. General. SuperMedia is not a bank. Your Account is denominated solely in SuperBucks (except to the extent you may be billed for selected Cash Fees pursuant to Section C above). Your Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other such governmental or quasi-governmental agency. All SuperBucks generated by transactions entered into by Member will be commingled in your Account, and can be used (i) by you or any Authorized User as Buyers in other transactions, (ii) by us to set-off any amounts (including, but not limited to, Fees) owed by Member under this Member Agreement, (iii) by us to reduce any negative Account balance arising from transactions previously entered into by you or any Authorized User. We will not pay interest on positive Account balances and do not guarantee that there will be adequate SuperBucks reserves to cover all outstanding claims against the SuperTradeExchange®.
2.2. Positive and Negative Balances. A positive Account balance (i.e. a credit balance) denotes your right to purchase goods and services offered by other Members willing to accept SuperBucks in payment for those products and services. A negative Account balance (i.e. a debit balance) creates an obligation on the Member to sell products or services to other Members to the extent of the SuperBucks deficit.
2.3. Restrictions. We may, in our sole discretion:

(a) restrict the use of SuperBucks deposited in the Account for a transaction for a period of time after the completion of such transaction and thereafter pending resolution of any dispute regarding such transaction;

(b) modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Member;

(d) cancel, freeze and/or otherwise restrict sales or purchases or the use of SuperBucks in the Account by the Member in connection with a Default by Member (see Section E. below).

2.4. Inactivity. An Account will be considered abandoned if Member has not entered into a transaction over any period of thirteen (13) consecutive Cycles. We may, in our sole discretion, terminate an abandoned Account in accordance with Section E. (regardless of whether the abandoned Account has a positive or negative Account balance), and any positive Account balance will be transferred out of the Account and Member will not receive any value for such positive Account balance. If the Account has a negative Account balance at the time of termination, you agree to pay SuperMedia an amount equal to one U.S. dollar per SuperBuck owed. Inactive Accounts may be reinstated per Section E. 6. 2.5. Security Interest. You hereby grant SuperMedia a security interest in all SuperBucks credited and to be credited to your Account to secure the amount of all of your unpaid Fees and other obligations to SuperMedia (whether payable in SuperBucks or cash), whether incurred by Member or any Authorized User. If Member becomes insolvent or bankrupt, all Cash Fees shall be due and payable in full. SuperMedia shall have the option, in lieu of filing as a creditor, of treating the SuperBucks balance as equal in value to the amount of Cash Fees owing, and terminating the Account; provided however, that if SuperMedia does receive all of its Cash Fees in full, SuperMedia shall reinstate the SuperBucks to the Member’s Account. 2.6. Special Offers and Promotions. We may, in our sole discretion, make special offers and promotions, such as reduced fees, incentives or other benefits, available to all or some Members without creating any obligation on our part other than as explicitly set forth in such offers or promotions, including, but not limited to, any obligation to continue such offers or promotions on an ongoing basis. We may also enter into contracts with third party providers to offer their products or services to Members through the SuperTradeExchange® in exchange for cash payment from Members and/or SuperBucks. We, at our sole discretion, may designate such providers as the exclusive provider of particular classes of products or services within the SuperTradeExchange® and prohibit other Members from transacting such classes of products or services during any period of exclusivity granted to the third party provider. 2.7 Access to Other Trade Exchanges. We may, in our sole discretion, permit trading between members of the SuperTradeExchange® and other trade exchanges. If Member engages in transactions with members of other trade exchanges, Member shall agree to, and comply with, any rules and terms and conditions required by the other trade exchange. We reserve the right to suspend or end trading on any other exchange at any time and for any reason, or no reason, without liability. Currently, Members of the SuperTradeExchange® my trade with members of the ITEX Marketplace, and the value of one SuperBuck is equal to one ITEX dollar. If Member engages in transactions with members of the ITEX Marketplace, Member shall agree to, and comply with, any rules and terms and conditions required by the ITEX Marketplace as posted at www.ITEX.com. 3. SuperBuck Extensions of Credit. You understand and acknowledge that all aspects of SuperBucks extensions of credit ("Credit Line") are within the sole discretion of SuperMedia. Members wishing to apply for a Credit Line may be required to (i) submit a line of credit application or financial statements, (ii) sign credit agreements or promissory notes, (iii) provide a guarantee, (iv) provide collateral, or (v) to prepay cash service fees prior to approval. We may, in our sole discretion and without liability to Member or any Authorized User, at any time for any reason without prior notice, change the amount of a Member’s Credit Line.
Any Account owing past-due Cash Fees on the date of the second Cycle (typically fifty-six (56) days) after the date originally invoiced, may have any Credit Line immediately revoked by SuperMedia at that time or any time thereafter unless or until all Fees and charges are paid in full.
4. SuperMedia Accounts. You acknowledge that certain Accounts may be primarily or solely for the use of SuperMedia, or employees. With respect to those Accounts, we are bound by these Rules in the same manner as Members.
5. Compliance with Rules and Policies.
5.1. Member and each of its Authorized Users shall adhere to all of SuperMedia’s rules and policies, as amended from time to time, posted on the Website or otherwise provided to such Member, including the Privacy Policy and Fee Policy.

E. BREACH OF RULES; PROHIBITIONS

1. Rule Violations. Violations of these Rules may result in termination of your Account and immediate adjustment to the transactions involved, and may result in the assessment of increased Fees as specified herein. We have the right, but are not obligated, to inquire into complaints of Rule violations by Members. You grant to SuperMedia the right to take such actions, which, in our sole discretion, are deemed necessary to adjudicate or resolve such complaints.
2. Default. Remedies Upon Default.
2.1 Default. Among other things, a Member is in default of the SuperTradeExchange® Member Agreement to which these Rules are appended (“Default”) if any one of the following occurs:

(a) Member does not make a required Fee payment by the due date;

(b) Member becomes generally unable to pay its debts or obligations (including, but not limited to, a negative SuperBucks Account balance) as and when they become due;

(c) Member provides SuperMedia with any false or misleading Member Information (defined below), or such Member fails to notify SuperMedia if any such Member Information previously provided becomes false or misleading;

(d) Member ceases to do business as a going concern or, in the case of individuals, such Member dies, becomes incapacitated or otherwise incapable of decision-making,

(e) a petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Member under the U.S. Federal Bankruptcy Code or any similar laws;

(f) we believe that the likelihood of Member performing its obligations under these Rules or the SuperTradeExchange® Member Agreement has been impaired;

(g) Member is found, or is reasonably believed by us, to have engaged in deceitful transaction practices or otherwise fraudulent, undesirable or harmful conduct as determined by SuperMedia;

(h) Member violates these Rules (inclusive of any policies or documents it incorporates by reference) or breaches the SuperTradeExchange® Member Agreement;

(i) SuperMedia cannot verify or authenticate information delivered by such Member to SuperMedia or other Members, or placed on, in or through the SuperTradeExchange® by such Member;

(j) Member is in default of any obligation to SuperMedia (including payment obligations relating to any agreement, such as advertising agreements, with SuperMedia), another Member, a member of another exchange which is permitted to trade on the SuperTradeExchange®, or any third party relating to your obligations under this Member Agreement;

(k) Member is the subject of an investigation by a government agency or other authority;

(l) SuperMedia concludes in its sole discretion that any act or omission of Member may cause legal liability for SuperMedia, the Member or other Members;

(m) you are in violation of any local, state or provincial, or federal law, relating to your obligations under this Member Agreement and your use of the SuperTradeExchange®; (n) you engage in overpricing or direct transactions; or

(o) any of the events described above with respect to a Member occurs with respect to any Authorized User;

2.2. Remedies Upon Default. Upon Default by Member, SuperMedia has the right, at its election then or at any time thereafter, to take, without limitation, one or more of the following actions, in addition to any other remedies at law or in equity that may be available:

(a) terminate Member’s Account (see Section E. 5.);

(b) declare any negative Account balance and any Fees arising from transactions entered into by such Member or any Authorized User, to be immediately due and payable in U.S. Dollars by the Member to SuperMedia, with or without prior notice to Member;

(d) require modification of payment terms or Fees in order to continue or reinstate access or use by Member of services provided by the SuperTradeExchange®;

(e) temporarily suspend, indefinitely suspend or terminate the rights of Member to transact in (as a Seller and/or Buyer), access, or otherwise use the SuperTradeExchange® or SuperBucks in the Account

(f) issue a warning to such Member, and/or

(g) refuse to provide services to Member.

5. Termination. 5.1. Termination by Member. You may terminate this Member Agreement upon thirty (30) days written notice to SuperMedia.
5.2. Effects of Termination. If this Member Agreement is terminated for any reason, the following apply:

(a) all Fees outstanding become due and payable;

(b) no Fees will be refunded; and

(c) any Member with a negative SuperBucks balance (where purchases exceed sales) must balance its Account by depositing SuperBucks into it within four (4) weeks of termination date. After this four (4) week period, Member must immediately pay SuperMedia any remaining negative balance in U.S. dollars. SuperMedia reserves the right to charge any fees due, including Fees, against credit cards or EFT authorizations on file.

5.3. Spend Down Status. If this Member Agreement is terminated by either party, the Member is not in Default, and the Member’s Account has a positive SuperBucks balance (where sales exceed purchases), the Account shall be placed in “Spend Down Status”. Spend Down Status shall mean the Member will have twelve months to spend the positive balance in its Account. When an Account is in Spend Down Status, (i) all transactions will continue to be governed by the terms and conditions of this Member Agreement , and (ii) the Account is restricted from any further deposits of SuperBucks. At the end of the twelve month period following the conversion to Spend Down Status, SuperMedia, in its sole discretion, may either terminate the Account, regardless of any remaining positive SuperBucks balance, or may opt to assess an annual maintenance fee of 200 SuperBucks on the anniversary date of the conversion until the Account’s balance is reduced to zero and the Account is thereby closed. Member has the option to forfeit all positive SuperBucks balances by so instructing SuperMedia in writing and no further fees will be assessed.
6. Reinstatement of Member Account. At Member’s written request and approval of SuperMedia, a Member Account will be reinstated upon Member’s payment of any outstanding Cash Fees. Member will be reinstated at the current SuperMedia Fee Policy rates as published on the Website.
7. Direct Transactions. A "direct transaction" is a transaction whereby two Members directly exchange their products or services for the purpose of avoiding fees due to SuperMedia. It is also deemed a direct transaction for one Member to make purchases for another or to allow another Member to make purchases directly out of its Account. Direct transactions between Members are prohibited, and if consummated, both parties are subject to a fifteen percent (15%) cash transaction fee payable upon demand. When SuperMedia learns of direct transactions, SuperMedia has the right to post transactions to each Member’s Account to properly reflect the transaction. Direct transactions may also result in suspension of transaction privileges or termination of Member’s Account.
8. Joint and Several Liability. If an SuperMedia Account is opened, Member and any Authorized User hereby assume joint and several responsibility for all transactions and fees as outlined in this Member Agreement.

F. INTELLECTUAL PROPERTY; WEBSITE USAGE; MEMBER INFORMATION

1. Intellectual Property Rights. All SuperMedia trademarks, logos, all right, title and interest in and to the Website contents, including any and all copyrights, data, URLs, domain names, technology, software, codes, user interfaces, and "look and feel" are the property of SuperMedia, or SuperMedia has the right to use them, and may not be used without the prior written consent of SuperMedia
2. Website Usage.
2.1. Permitted Use. Member has a nonexclusive, nontransferable, limited, and revocable right to use the Website solely for Member’s personal and business use in conducting transactions in the SuperTradeExchange®. Member will not use the Website for any other purpose, including any commercial purpose, without SuperMedia’s express prior written consent. For example, Member will not, and will not authorize any other person to, (i) co-brand the Website or portion thereof, or (ii) frame the Website or portion thereof (whereby the Website or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a Member the impression that such other party has the right to display, publish, or distribute the Website or content accessible within the Website (the "Content"). Member agrees to cooperate with SuperMedia in causing any unauthorized co-branding, framing or linking to immediately cease.
2.2. All Rights Reserved.
You may not copy or print more than one copy of material posted on the Website, including the Content. Content published by SuperMedia on the Website may contain proprietary notices or describe products, services, processes or technologies owned by SuperMedia or third parties. Except as expressly set forth herein, nothing contained herein shall be construed as granting you a license under any copyright, trademark, patent or other intellectual property right of SuperMedia or any third party. Except as expressly granted under the Rules, all rights are reserved by SuperMedia.
2.3. DISCLAIMER. YOU MAY HAVE ACCESS TO A VARIETY OF SOURCES OF CONTENT ON AND THROUGH THE WEBSITE, INCLUDING LINKS TO THIRD-PARTY WEBSITES. SUPERMEDIA DOES NOT VERIFY THE ACCURACY OR SUITABILITY OF ANY INFORMATION CONTAINED IN ANY SUCH THIRD-PARTY SOURCES. ACCORDINGLY, SUPERMEDIA WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY CONTENT CONTAINED WITHIN ANY SUCH SOURCES. YOU WILL ACCESS, USE, AND RELY UPON SUCH CONTENT AT YOUR OWN RISK. SUPERMEDIA HAS NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR, SUCH MATERIALS. YOU UNDERSTAND THAT, EXCEPT FOR INFORMATION, PRODUCTS OR SERVICES CLEARLY IDENTIFIED AS BEING SUPPLIED BY SUPERMEDIA, SUPERMEDIA DOES NOT OPERATE, CONTROL OR ENDORSE ANY INFORMATION, PRODUCTS OR SERVICES ON THE WEBSITE, OR ACCESSED THROUGH THE WEBSITE, IN ANY WAY, WHETHER OFFERED BY MEMBERS OR OTHERS. YOU ALSO UNDERSTAND THAT SUPERMEDIA CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE WEBSITE, OR FROM CONTENT ACCESSED THROUGH THE WEBSITE, WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. EACH MEMBER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY MEMBER’S PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE WEBSITE FOR THE RECONSTRUCTION OF ANY LOST DATA. SUPERMEDIA DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR MEMBER’S USE OF THE WEBSITE OR THE INTERNET. SUPERMEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY CONTENT ACCESSIBLE WITHIN OR THROUGH THE WEBSITE, EXPRESS, OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
2.4. Forums. Information posted on forums, bulletin boards, or similar portions of the Website ("Forums") is supplied by third parties and other Members unless SuperMedia or its authorized representative identifies itself as the poster of such information. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties or any other Member are those of the respective author(s) and not of SuperMedia. Member will not post any of the following material in any Forum:

(a) material which threatens or abuses others, or which is defamatory, libelous, or invasive of another’s privacy;

(b) material which Member does not have the right to post, including the proprietary material of any third party;

(d) material with is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, exposes or potentially exposes SuperMedia, its licensors, Content providers, service providers and contractors to civil or criminal liability or public ridicule, or is otherwise objectionable; or

(e) material that does not pertain directly to the subject matter of the particular forum.

SuperMedia reserves the right to monitor Forums to determine compliance with the Member Agreement, as well as the right to remove or refuse to post any posting, including any of the above postings upon discovery thereof. Notwithstanding these rights, Member remains solely responsible for the content of its postings. Member acknowledges and agrees that neither SuperMedia nor any third party content provider will assume or have any liability for any action or inaction by SuperMedia or any third party content provider with respect to any posting on the Forums. Member will not (i) select or use a Member name or e-mail address of another person with the intent to impersonate that person; (ii) use a Member name or e-mail address subject to the rights of any person without authorization; (iii) use a Member name in violation of the intellectual property rights of any person; or (iv) use a user name that SuperMedia, in its sole discretion, deems obnoxious or offensive. Further, Member hereby grants to SuperMedia the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in Forums (in whole or in part) worldwide or to incorporate any message in other works in any form, media or technology now known or later developed.
3. Member Information
3.1. "Member Information” means information, content and other material that you (or any person(s) using your Member ID and password) submit to the Website or otherwise provide to SuperMedia for display on the Website, including all text, graphics, illustrations, symbols, logos, names, addresses, trade names, trademarks, service marks, pictures, photographs or other likenesses of persons (including minor persons), and endorsements provided by you or by a third party on your behalf. If you (or any person(s) using your Member ID and password) submit to the Website or otherwise provide SuperMedia with Member Information, such Member Information will be deemed to be non-confidential, and SuperMedia assumes no obligation to protect such Member Information from disclosure (and assumes no obligation to publish such Member Information and no other obligation of any kind with respect to such Member Information). Member Information:

(a) shall not be not false, inaccurate or misleading;

(b) shall not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, regulation, ordinance, rule or industry (or similar) standard;

(c) shall not infringe, plagiarize or violate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

(d) shall not be illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, harmful, abusive, harassing, false, vulgar, sexually explicit, profane, hateful, racially or ethically objectionable, expose or potentially expose SuperMedia or its agents to civil or criminal liability or public ridicule or otherwise result in any actionable injury, damage or harm to any third party;

(e) shall not create any liability for SuperMedia or cause SuperMedia to lose (in whole or in part) the products or services of our suppliers or partners;

(f) shall not include descriptions of, or otherwise offer to sell, products or services that violate SuperMedia policy or that are otherwise prohibited under the Rules (inclusive of any documents it incorporates by reference);

(g) shall include all required and appropriate warnings, information and disclosures in connection with listing, buying or selling products and services by Member on, in or through the SuperMedia SuperTradeExchange®, including, but not limited to, disclosure on: (i) all amounts to be paid by Buyer, including, but not limited to, any sales or other taxes and shipping costs, (ii) shipping information (if applicable), customer service, warranties and exchange/refund policies and (iii) all applicable restrictions and all disclosures required by law;

(h) shall be promptly updated by Member as necessary or appropriate to keep all of Member’s Information (including, but not limited to, listings) current, complete and accurate;

(i) shall not contain a virus or other harmful component, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and

(j) shall not contain any materials for which Member does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships.

3.2. License. Member shall own or have all rights in and to all Member Information sufficient to make a license grant to SuperMedia without subjecting SuperMedia to claims of intellectual property infringement by virtue of our use of such Member Information. Member grants to SuperMedia during the term of the Member Agreement, an absolute, fully paid, irrevocable, perpetual, royalty-free, transferable, worldwide, unrestricted, right, license and authority to:

(a) use, store, reproduce, adapt, delete, publish, translate, publicly perform, display, distribute, disclose, manipulate, modify and prepare derivative works based upon any Member Information that you submit or otherwise provide to SuperMedia, in whole or in part, in such manner, format and media as SuperMedia may see fit in its sole discretion and for such purposes as SuperMedia may see fit in its sole discretion, without compensation to you; and

(b) grant to third parties (through multiple tiers) the right, sublicense and authority to exercise all or any portion of the rights granted to SuperMedia in this paragraph, subject to such terms and conditions as SuperMedia may deem appropriate in its sole discretion, without compensation to you.

3.3 You agree and understand that SuperMedia may, in its sole discretion for any reason, and without any prior notice or liability, delete any files that you may maintain at the Website, and any material you may choose to post here. You should keep a copy of any material that you maintain or post at the Website because SuperMedia will not undertake to retain copies of any material that SuperMedia or others may delete from the Website.

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