WELCOME.
By now you have looked over the Shop Back Enterprise website and you have reviewed all of the benefits that accrue to you as a member. Here are the Terms and Conditions for your free 30-day merchant membership and your chance to be featured on the Shop Black Enterprise Showcase on the SORC Radio Network and have you and your business in front of 30-50 million listener/viewers. Just sign and hit submit!
You are under no obligation and we require no financial information until you elect to continue your Shop Black Enterprise membership after your free 30-days expires. If you have any questions please email me at
and we will immediately reply
We are proud to have you as a member!
Shop Black Enterprise Merchant Terms and Conditions
GENERAL TERMS.
As used in this Agreement, “we,” “us,” and “SBE” means SHOP BLACK ENTERPRISE LLC and any of its applicable Affiliates, and “you” or Merchant means the applicant (either an individual if you operate as a proprietorship, or a legal entity which is the entity operating the business), and any of its Affiliates, registering to be a Merchant on the SBE website. Capitalized terms have the meanings given to them in this Agreement.
THIS SBE MERCHANT AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SBE WEBSITE AND RELATED SERVICES AND IS AN AGREEMENT BETWEEN YOU INDIVIDUALLY OR THE BUSINESS ENTITY AS APPLICABLE, AND SBE. BY REGISTERING FOR OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY OR SERVICE FOR WHICH YOU REGISTER OR ELECT TO USE. IF THERE ARE ANY DIFFERENCES OR DEVIATIONS BETWEEN THE TERMS OF THIS AGREEMENT AND ANY POLICIES OR SERVICE TERMS THE TERMS OF THIS AGREEMENT WILL APPLY.
1. ENROLLMENT.
1.1 All Merchants will be entitled to listing on the SBE website, and to the basic services of SBE to promote the SBE site and to connect Merchants with users of the SBE website, referred to herein as Shoppers.
1.2 To begin the enrollment process, you must complete the registration form for SME Merchants, and provide all necessary information to SBE. As part of the application, you must provide us with your (or your business’s) legal name, address, phone number and e-mail address, as well as any other information we may request.
1.3 Guarantor. If the designated Merchant is a legal entity, you agree to provide at least one owner or principal of the business legal entity who will personally guarantee and be personally liable to SBE for any and all money and other obligations owed to SBE by Merchant. The individual guaranteeing the debt of Merchant to SBE agrees to be and shall be considered an additional party to this Agreement, and all rights of SBE may be enforced against such individual to the same extent as enforced against the Merchant
2. SERVICES.
2.1 Merchant Services. Merchant Services means access to the SBE Merchant website, and includes all of the services provided to SBE Merchants and designated as included without additional charge to all Merchants.
2.2 Merchant Services are described on the SBE Merchant Portal. Services offered may change from time to time, and will be as stated on the SBE Merchant website. The following services are among the services expected to be offered.
2.2.1 The SBE Black Office™ will provide Merchant members, at no additional cost, with proprietary clones of Microsoft Office, Quick Books and other AI tools for business development.
2.2.2 The Customer Recognition Program will provide shoppers with SBE Black Coins™ for use at Merchant sites for product service discounts. The coins have no intrinsic cash value. In addition, shoppers will be able to purchase gift cards for use at Merchant sites to purchase goods and services. Outside of our Merchant members’ websites the cards have no intrinsic cash value. The denominations will be determined and may vary. Any fees for the purchase of Gift Cards will be fully disclosed to the shopper at the time of purchase.
2.3 SBE makes no representation or warranties, nor will SBE have any liability for the use services provided by any third-party provider that may from time to time be included in services to Merchants. As a Merchant, you decide what SBE services you will use, and whether or not that service will benefit you, and you accept the responsibility of engaging the provider of that service.
2.4 Auxiliary services are those services offered to Merchants for an additional charge. Those services and costs may change from time to time, and will be stated on Merchant portal on the SBE website.
3. RELATIONSHIP BETWEEN MERCHANT AND SHOPPERS.
3.1 SBE service related to sales of Merchant goods, services, or products consists solely of connecting Shoppers with Merchants. All sales and other transactions between Merchants and Shoppers will take place solely through the Merchant website, and will be directly between Merchants and Shoppers.
3.2 SBE provides Merchant Services only, which means providing the means to create the Merchant’s profile for listing on the SBE website. That profile must include all relevant information for Shoppers, including costs of goods and all other costs a Shopper will incur as a result of a transaction. Such costs may include shipping fee calculations and processing fees (if any), plus any other costs charged to Shoppers. In addition, the Merchant profile will be required to include approximate time required for order fulfillment to the Shopper’s address, the Merchant’s return policy, including return or restocking fees for returns, and other relevant information for Shoppers that SBE may require a Merchant to provide. SBE reserves the right to change such requirements at SBE’s discretion.
3.3 Merchant will contract or otherwise deal directly with Shoppers connected through the SBE Website to complete sales transactions between Merchant and Shopper.
3.4 Merchant will be paid for products, goods or Services directly from Shopper to Merchant. SBE will not process any transactions between Shopper and Merchant, and will not be engaged in any way in the acceptance of, or transfer of funds. All costs of completing transactions with Shoppers will be the responsibility of Merchants, and all agreements regarding such costs will be directly between Merchants and Shoppers.
3.5 SBE does not verify, validate or guarantee in any way the quality of Shoppers on the SBE Website, nor the capacity of any Shopper to engage in, or conclude, any transaction with Merchant.
3.6 Merchant agrees that Merchant acts at its own risk in entering into agreements of any kind with shoppers, and Merchant will take all such steps as Merchant deems necessary to protect Merchant from losses as a result of engaging with Shoppers.
3.7 Protecting Shoppers, other Merchants and SBE
3.7.1 Merchant understands and agrees that the quality of the Shopper experience in dealing with Merchant reflects on the SBE website and upon all other Merchants that are listed on the website. Therefore, Merchant agrees to employ ethical and fair business practices, and to properly respond to and resolve in a fair and equitable manner any and all Shopper complaints. This includes offering for sale goods and services at fair average price for the quality offered, and offering for sale only goods and services that the Merchant can deliver at the expected quality within the time requested.
3.7.2 The SBE will include the capability for Shoppers to provide comments, ratings or complaints regarding Merchants. Merchant must report to SBE any Shopper complaints made by Shoppers referred through the SBE website which are made direct to Merchant. For all complaints, Merchant will acknowledge receipt of the complaint, and contact the Shopper within 72 hours of receiving the complaint. SBE reserves the right to post unresolved Shopper complaints if not addressed by the Merchant within 72 hours. Upon resolution of the complaint (including satisfaction of the Shopper or a determination by Merchant that the Merchant owes no further obligation to Shopper), Merchant shall report the final resolution to SBE, and include the information requested by SBE, in accordance with the process created by SBE for such purpose, within one week of resolution of the complaint.
3.7.3 Failure to adhere to good, fair and equitable business practices shall be a material breach of this Agreement. SBE shall have the right to terminate for cause any Merchant violating the provisions of this Section. Receipt of excessive complaints not resolved to the satisfaction of Shoppers will be considered a violation of these provisions.
4. MERCHANT MONTHLY REPORT.
4.1 In order to continue to improve the website and SBE services, it is important to track the result of contacts initiated through the SBE Website. SBE will create procedures for Merchants to follow, which may change from time to time as needed to improve the website and the Merchant/Shopper experience. This Section describes in general the process and reporting requirements presently in effect.
4.2 SBE will assign a Shopper identification number to each Shopper who registers on the SBE Website. In addition, SBE will provide Merchant with transfer numbers in advance, to be assigned to Shopper transactions. When a Shopper engages in a transaction with a Merchant, Merchant will assign a transfer number to that transaction.
4.3 Merchant shall, as a condition of access to the SBE Website, keep sufficient records regarding each and every transaction created between Shoppers and Merchants as necessary to provide a report of such transactions in the form required by SBE.
4.4 Form of Report. The monthly report shall be in the form required by SBE, and contain such information as SBE shall require, and may be changed from time to time by SBE as needed. At a minimum such report will show every transaction between a Shopper and Merchant for each Shopper referred to Merchant through the SBE website. The report will include the identification of the Shopper referred to Merchant, the date of each referral through the SBE website, the date of any sale by Merchant to the Shopper, and the gross dollar amount of each sale. In addition, Merchant shall also report any subsequent sales to a Shopper acquired through the SBE Website, on the monthly report for the month in which the subsequent sale occurs.
4.5 SBE may create a system for entering such data as would be required on such monthly report, and if Merchant utilizes such system and reports each applicable transaction, that will be deemed full satisfaction of the requirement to provide a monthly report.
5. MERCHANT AND AUXILIARY SERVICE FEE PAYMENTS.
5.1 Fee details are described in the applicable Service Terms and Program Policies on the SBE website. You are responsible for all of your expenses and charges in connection with this Agreement.
5.2 The Monthly fee for Merchant services is $59.00 per month, billed monthly for each Monthly Period that this Agreement is in force. The fee for auxiliary services, if any, which may be offered from time to time will be as stated on the SBE Merchant Portal.
5.2.1 Your monthly service will start on the date of your completed registration for use of Merchant Services, and completion of your profile and SBE merchant page, when Shoppers may connect with you (“Start Date”). If you are new to SBE, your first month is free. No financial information is required during the first month for new Merchants. Only after agreeing to continue your listing, will you be required to provide this information to a secure portal.
5.2.2 If you decide to continue as a Merchant on the SBE website, prior to the end of your first month you will be required to provide financial information for billing. That information will include credit card information and/or your banking information for direct billing transfers.
5.2.3 After your first month, charges will be billed monthly in advance and are due the same date of the month as your Start Date. Prompt payment is required, as stated on the invoice. Monthly fees may change at the discretion of SBE, but will not be increased during the first year of your term of Agreement. Thereafter the fee may be adjusted (increased or decreased) monthly, based upon the fee charged to new Merchants.
5.3 Auxiliary Services. Auxiliary services are optional, and have charges which will be billed and charged as stated in the Service Terms and Program Policies. To use an Auxiliary Service, you must provide us with either valid credit card information from a credit card or credit cards acceptable by SBE, or account information for a valid bank account or bank accounts acceptable by SBE (conditions for acceptance may be modified or discontinued by us at any time without notice).
5.4 Failure to make any payment when due shall be a material breach of this agreement and permit SBE to immediately terminate and Merchant or Auxiliary Service.
6. TERM AND TERMINATION.
6.1 The term of this Agreement will start on the date of your completed registration for use of Merchant Services, and continue until terminated. Either you or SBE may terminate at any time by sending a notice of termination as provided in this Agreement. We may suspend or terminate your use of any Services immediately for cause, but, if without cause, we will provide you with no less than thirty days’ notice. You may terminate immediately for cause, but if without cause, you must provide SBE no less than thirty days’ notice of your desire to terminate. You will be responsible to pay all fees up to the date of termination.
6.2 Notice.
6.2.1 A party desiring to terminate shall send a notice to the other party via electronic means as provided in this Agreement. The date of the notice shall be the date sent.
6.2.2 The notice shall state the basis for the termination, which for notices of termination for cause shall be in sufficient detail to inform the receiving party of the cause of the termination. For Merchants, SBE will provide a means for providing notice to SBE that a merchant desires to terminate, with or without cause. That portal will provide an opportunity to specify the reason for termination and also provide an opportunity for Merchant com.
6.2.3 The Notice shall state the date of termination, which may be the date the Notice is sent for termination for cause. For terminations without cause, the date of termination will be the last date of the monthly period on or after the date stated in the notice that is not less than thirty days after the date of the notice. Upon termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
7. LICENSE.
You grant SBE, and any of its affiliates a royalty-free, non-exclusive, worldwide right and license for the duration of the Agreement to use any and all of Your Materials as needed to provide the Merchant Services or other SBE products or services in which you participate.
8. REPRESENTATIONS AND WARRANTIES.
You represent and warrant to SBE that the following are true and correct at the time of your registration as a Merchant and will continue to be true and correct throughout the Term. Failure of any such representation or warranty will be a material breach of this Agreement. The representations apply to merchants that are individuals as well as those that are legal entities and the phrases below are to be interpreted to apply as needed
(a) If the Merchant being registered is a business entity, it is duly organized, validly existing and in good standing under the laws of the state and country in which the business is registered, and in which the business will conduct any sales or other business through the SBE website.
(b) The Merchant, whether one or more individuals or a separate legal entity, has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement.
(c) Any information provided or made available by you to SBE is at all times accurate and complete.
(d) The Merchant is not subject to sanctions or otherwise prohibited to conduct business under any applicable law or regulation.
(e) The Merchant will comply with all applicable laws in performance of its obligations and exercise of its rights under this Agreement, and has in force and will keep in force all licenses, permits, and other governmental authorizations as required or necessary to carry out the business of the Merchant.
(f) The Merchant will maintain an operating website and other facilities necessary to conduct business in connection with the SBE website, including secure facilities sufficient to safeguard customer personal and credit information, and to provide prompt fulfillment of customer orders.
9. INDEMNIFICATION.
9.1 Indemnification means that you will defend, indemnify, and hold harmless SBE, its officers, directors, employees and Affiliates from any losses caused to third parties by any wrongdoing by you. So, for example, if you fail to honor any of your commitments to a Shopper, and that Shopper makes a claim against SBE, you must defend that claim at your expense and pay any damages assessed.
9.2 SBE also agrees that it will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) SBE’s non-compliance with applicable Laws; or (b) allegations that the operation of an SBE Site infringes or misappropriates that third party’s intellectual property rights.
9.3 Process. When either you or SBE are being indemnified in any proceeding, the Party being indemnified may intervene, obtain its own counsel, and participate in the proceeding, at its own expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
10. DISCLAIMER & GENERAL RELEASE.
10.1 ALL THE SBE SITES AND THE SERVICES ARE PROVIDED “AS-IS.” YOU USE THE SBE SITES AND SERVICES AT YOUR OWN RISK, AND YOU AND ONLY YOU DECIDES WHAT SERVICES TO USE AND WHETHER YOUR USE WILL BENEFIT YOU. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SBE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.2 BECAUSE SBE IS NOT INVOLVED IN TRANSACTIONS BETWEEN SHOPPERS AND MERCHANTS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES SBE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
11. LIMITATION OF LIABILITY.
SBE WILL NOT BE LIABLE FOR ANY CLAIMS (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), FOR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO SBE DURING THE PRIOR SIX-MONTH PERIOD IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
12. INSURANCE.
SBE recommends that you maintain commercial general insurance to protect your business interests. At such time as your gross monthly sales volume from Your Transactions exceeds $20,000 during each month during any period of three (3) consecutive months, then within thirty (30) days thereafter, you will maintain (and provide evidence to SBE) at your expense throughout the remainder of the Term, commercial general, umbrella or excess liability insurance with the Insurance Limits and coverage in amounts acceptable to SBE, naming SBE and its assignees as additional insur.
13. TAX MATTERS.
All sales transactions will be between you and the Shopper. Therefore, you will be solely responsible for the collection, reporting, and payment of any and all taxes applicable to any sale or sales or which may be applicable to your business generally.
14. CONFIDENTIALITY AND PERSONAL DATA.
Generally, you may not use Shopper personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times. In addition, if you receive SBE confidential information, you may use such information only for the purposes for which it has been received, and maintain confidentiality of such information so long as the data remains the confidential information of SBE.
15. RELATIONSHIP OF PARTIES.
The sole relationship between you and SBE is as independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement, and there are no third-party beneficiaries intended nor arising from this Agreement.
16. MODIFICATION.
16.1 We may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you fifteen days in advance of any change or modification.
16.2 Your continued use of the Services after the effective date of any change to this Agreement will constitute your acceptance of that change. If the change adversely affects your use of the site you can terminate at the end of the monthly period following the effective date of the change, without penalty.
17. DISPUTE RESOLUTION GOVERNING LAW AND VENUE.
17.1 Governing Law. This agreement shall be governed by the law of the State of Maryland, without regard to any otherwise applicable choice of law provisions.
17.2 Resolution. The Parties shall attempt to resolve all disputes through informal means. This may include mediation, arbitration, or any other procedures upon which the Parties agree. Each Party agrees that, prior to resorting to litigation to resolve any dispute, it will confer with other Party to determine whether other procedures that are less expensive or less time consuming can be adopted to resolve the dispute. Provided further, however, that SBE shall have the absolute right to demand that any dispute be resolved through binding arbitration. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Each side to bear its own costs.
17.3 Venue. The location and venue for Dispute resolution shall be in the State of Maryland, and if resolution is through litigation filed by either Party, such litigation shall be in the state or federal courts in Maryland. Merchant agrees to personal jurisdiction in the State of Maryland including in the state or federal courts located in the State of Maryland and to submit to jurisdiction of the such courts and waives any and all respective rights to any other jurisdiction.
18. MISCELLANEOUS PROVISIONS.
18.1 Force Majeure – Acts of God. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
18.2 You may not assign this Agreement, by operation of law or otherwise, without SBE’s prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void. You agree that SBE’s consent can be withheld for any reason, and specifically may be withheld if you have any outstanding financial obligations to SBE which are unpaid.
18.3 Notice. SBE will provide notice to you under this Agreement by electronic mail (email) to the last email address you have provided to SBE for such purpose. For changes to this Agreement or to any SBE services which are applicable to all Merchants, notification will be made by posting to the site designated by SBE for posting of such notices. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in your SBE account as applicable. You will ensure that all of your information is up to date and accurate at all times.
19. DEFINITIONS.
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Confidential Information” means information relating to us, to the Services, or SBE customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers, and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
“SBE Website” or “Site” means the website operated by SBE to connect Shoppers and Merchants, the primary home page of which is identified by the URL
https://www.shopblackenterprise.com
and any successor or replacement of such website.
“Monthly Period” for Merchant Services means the monthly period of time when a Merchant has access to the SBE website, which begins on the same day of the month as the Start Date, and ends the day before the same day as the Start Date in the next succeeding month. For clarity, if the Start Date is the 4th day of the month, each Monthly period begins on the 4th day of each month and ends on the third day of the next month. Where the Start Date is the 29th, 30th or 31st day of the month, and a subsequent month does not have such date, the monthly period for that month will end on the last day of that particular month, but will again begin or end on the date of the Start Date for the next month which has such date.
“Shopper” Means an individual or other entity who engages through the SBE Website for the purpose of identifying Merchants for the purpose of purchasing, securing or otherwise acquiring goods, products or services from Merchants who are present on the SBE Website.
“Start Date” means the date of your completed registration for use of Merchant Services, and completion of your profile and SBE merchant page, when Shoppers may connect with you.