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Biblio.com Bookselling Membership Agreement

Biblio, Inc. Bookseller Member Agreement This Bookseller Member Agreement (the "Agreement") is made exclusively between Biblio, Inc. ("Biblio") and you, the Bookseller Member, and is effective upon your registration as a Bookseller Member with Biblio. This Agreement governs your access and use as a Bookseller Member of any services offered via the website(s) operated under the domain www.biblio.com, any sub-domain thereof or any successor domains or sub-domains thereto owned or operated by Biblio (the "Website"). By registering with Biblio as a Bookseller Member pursuant to the Website, you hereby agree to all of the terms and conditions contained in this Agreement and Biblio's Bookseller Member Policies located at http://www.biblio.com/selling_books/policies.php, Privacy Policy located at http://www.biblio.com/privacy.php and Terms and Conditions of Use located at http://www.biblio.com/terms.php (each a "Policy," collectively, the "Policies") which are hereby incorporated herein by this reference. Biblio strongly recommends that you read this Agreement and access and read the information contained in the other pages and websites referred to in this Agreement as they contain further terms and conditions that apply to you. To the extent this Agreement conflicts with any Policy, this Agreement shall control. Biblio reserves the right to amend this Agreement and any Policy at any time by either announcing such changes via email or posting such changes on the Website. Following such announcement, your continued use of the services available to Bookseller Members pursuant to the Website shall be deemed acceptance of such changes to this Agreement and to the Policies. Biblio may (but is not obligated to) notify you of any changes to this Agreement or the Policies by posting a notice of changes in the Bookseller Menu portion of the Website for 30 days. This Agreement may not be otherwise amended except in a writing signed by you and Biblio. If you do not agree to any changes to the Agreement or the Policies pursuant to the foregoing, then you must notify Biblio via email at bookseller-support@biblio.com and this Agreement will terminate thereafter and Biblio will discontinue your account; provided that prior to termination of this Agreement and termination of your account, you will be obligated to process any of your orders then open and render payment for any amounts due to Biblio. The services hereunder are offered by Biblio, Inc. located at PO Box 1211, Asheville, North Carolina 28802. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. Fees for our services are described at http://www.biblio.com/selling_books/billing_options.php . 1. Eligibility. The services via the Website are only available to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the services are not available to persons under the age of 18 or to temporarily or indefinitely suspended Bookseller Members. If you are a under the age of 18, you can use the services offered via the Website only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use the Website. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. Biblio requires, and you hereby warrant and represent, that all information (including your contact information, name, age, business name, address, telephone number, and email-address) is true and accurate. You hereby agree to update such information as it changes. 2. Eligible Merchandise; Listing; Content. You must be legally able to sell the item(s) you list for sale on the Website. You must describe your item and all terms of sale on the listing page of the Website. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. Biblio may, but is not obligated to, review items offered for sale via the Website. Biblio reserves, in its sole and absolute discretion, the right to remove, or require you to remove, any items offered for sale by you that are not, in Biblio's sole determination, books or ephemera or otherwise are not incompliance with this Agreement or any Policies. With regard to listing items for sale on the Website, you (i) agree to maintain accurate and current product descriptions according to trade standards; (ii) will supply and maintain your own terms of sale which shall include terms of payment, and a reasonable (in Biblio's sole determination) return policy; (iii) agree to respond to all orders or inquiries from customers originating from Biblio in a timely fashion; (iv) agree that Biblio may cancel any orders that have not been filled in a sufficient amount of time, and count these orders against your fulfillment rating; (v) agree not to take any action to discourage customers from making purchases on the Website or otherwise impede transactions on the Website; and (vi) shall conduct business in a fair and responsible manner (in the sole determination of Biblio). Biblio reserves the right to review your terms of sale, order fulfillment history, customer satisfaction and other performance measurements and Biblio may terminate this Agreement if in Biblio's sole judgment your business practices reflect poorly on Biblio or its other Bookseller Members. "Your Content" is defined as any information you provide to Biblio or other users of the Website in the registration, listing or selling process, in any public message area, via regular mail, telephone or through any email feature. You are solely responsible for Your Content, and Biblio will only act as a passive conduit for your online distribution and publication of Your Content via the Website. You represent and warrant that Your Content (or any items listed) and your activities on the Website are not (and/or will not): (a) false, inaccurate or misleading; (b) fraudulent or involve the sale of counterfeit, stolen or illegal items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) obscene or contain pornography; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for Biblio or cause Biblio to lose (in whole or in part) the services of Biblio's Internet service providers or other suppliers; and (i) link directly or indirectly to or include descriptions of items that: (A) are prohibited under this Agreement or any Policy; (B) are concurrently listed for sale on a web site other than the Website; or (C) you do not have a right to link to or include. Furthermore, you may not list any item on the Website (or consummate any transaction that was initiated using Biblio's service) that, by paying to Biblio any fee, could cause Biblio to violate any applicable law, statute, ordinance or regulation, or that violates the Policies. Notwithstanding subsection (i)(B) above, Biblio hereby agrees that nothing herein shall prohibit you from listing items on a web site other than the Website. 3. Venue. Biblio is a sales venue for books and ephemera and is not an auction or an auctioneer. The Website acts as a venue to allow Bookseller Members to offer, sell, and buy books and ephemera. Biblio has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Biblio cannot ensure that a buyer or seller will actually complete a transaction. Biblio does not transfer legal ownership of items from the seller to the buyer. Because Biblio is a venue, in the event that you have a dispute with one or more users of the Website, you release Biblio (and Biblio's officers, directors, agents, subsidiaries, joint ventures 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. If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding anything else herein to the contrary, Biblio does not control the information provided by other users that is made available through the Website. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please note that there are risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using the Website, you agree to accept such risks and Biblio is not responsible for the acts or omissions of users on the Website. 4. Bookseller Member Obligations. You agree that all content and products originating from Biblio or other third parties is not part of Your Content and is and shall remain the exclusive property of Biblio and/or such third parties. You agree that you will not: (i) take any action that imposes, or may impose in Biblio's sole determination an unreasonable or disproportionately large load on Biblio's infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Content) from the Website without the prior written consent of Biblio and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (iv) bypass any measures we may use to prevent or restrict access to the Website or any portion thereof; or (v) disclose or make available Biblio owned content, products, logins, or any portion thereof to third parties. You acknowledge that you are responsible for the security of any customer payment account information (including, without limitation, credit card information) and related data and information (collectively, "Customer Account Information") in your possession (whether provided to you by Biblio or any customer or third party) and that such Customer Account Information is, and shall remain, the property of the customer or the third party provider of such information. You shall not (i) have any right, title or interest in the Customer Account Information (except pursuant hereto); (ii) use the Customer Account Information for any purpose other than (A) assisting customers, banks or Biblio in completing transactions via the Website, (B) supporting a loyalty or rewards program, (C) conducting a fraud control service or (D) as specifically required by law; or (iii) provide the Customer Account Information to any third party other than in connection with the foregoing or as required by law. You acknowledge that with respect to your security procedures relating to Customer Account Information, you are, and will remain, in compliance with the Payment Card Industry Data Security Standard located at https://www.pcisecuritystandards.org/index.htm as the same may be amended from time to time or any successor standard thereto (the "PCI DSS"), which standard is hereby incorporated herein by this reference. The PCI DSS shall be considered a "Policy" hereunder. Without limitation, you agree to comply with the security review procedures reasonably requested by any representative or agent of the Payment Card Industry Standards Council or any member thereof with regard to routine security standards audits and in the event of any investigation of any security intrusion relating to Customer Account Information. Additionally, you will take such commercially reasonable actions and provide such assistance as may be requested in connection with such security audits or investigations. Notwithstanding anything else herein to the contrary, Biblio may immediately terminate this Agreement without notice to you in the event Biblio determines that you are not in compliance with the PCI DSS or if you fail to comply with your obligations set forth in the immediately preceding two sentences. You will comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service, the Website, your listing, solicitation of offers to purchase, and sale of items and any other matter relating to this Agreement. 5. License. Solely to perform under this Agreement (including, without limitation, for advertising and marketing purposes), you hereby grant to Biblio a non-exclusive, irrevocable, perpetual, fully paid, royalty free, transferable, sublicensable, worldwide right and license, to use, reproduce, publish, translate, sublicense, copy, display and distribute, in whole or in part, Your Content, in any media now known or not currently known. Biblio will only use Your Content in accordance with Biblio's Privacy Policy. 6. Commissions and Fees. You agree to pay commissions and fees on a timely basis. The commissions, fees and other applicable charges shall be due and payable according to the terms set forth in the rates and fees policy located at http://www.biblio.com/selling_books/billing_options.php and the other Policies. Biblio maintains the right to alter commissions and fees at any time with advance notice to you. 7. NO WARRANTY; Limitation of Liability; Indemnity. BIBLIO, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE THE WEBSITE AND SERVICES AVAILABLE THEREAT "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. BIBLIO, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. IN NO EVENT WILL BIBLIO, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE WEBSITE OR ANY SERVICES, HOWEVER THE SAME MAY ARISE (WHETEHR OR NOT IN NEGLIGENCE OR OTHERWSIE). IN NO EVENT WILL BIBLIO, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, FEES, COMPENSATION OR OTHER COSTS OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO LOSS OF DATA, DOWNTIME, OR PERFORMANCE DELAYS) IN AN AMOUNT EXCEEDING THE TOTAL OF COMMISSIONS AND FEES PAID TO BIBLIO BY YOU IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you You agree to indemnify and hold Biblio and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. 8. Breach; Termination; Notice. Without limiting other remedies, Biblio may limit your activity, immediately remove your item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide our services to you or terminate this Agreement if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Biblio is unable to verify or authenticate Your Content; (c) Biblio believes that your actions may cause financial loss or legal liability for you, Biblio's users or Biblio; (d) Biblio suspects that you (for any reason whatsoever) have engaged in fraudulent or wrongful activity in connection with the Website; or (e) Biblio, in its sole discretion, deems such remedy necessary for any reason. This agreement may be terminated by Biblio or you at any time with written notice to the other party. Biblio will make commercially reasonable efforts to notify you of such suspension or inactivation in a timely fashion. Biblio will have no liability to you for any action resulting from the suspension or inactivation of your account. Except as explicitly stated otherwise, any notices to Biblio shall be given by you via email at bookseller-support@biblio.com and any notices to you shall be given by Biblio via the email address you provided to Biblio during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Biblio may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided by you during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. 9. Privacy. Biblio is dedicated to protecting your privacy. Biblio will use Your Content only as set forth in this Agreement and in Biblio's Privacy Policy located at http://www.biblio.com/privacy.php . 10. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law principles therein. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the "Uniform Arbitration Act") and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. 11. General. You and Biblio are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. If any provision of this Agreement is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and economic result. This Agreement may not be transferred or assigned by the you without the prior written consent of Biblio. This Agreement (including the Policies and any other document referenced herein) sets forth the entire understanding and agreement between you and Biblio with respect to the subject matter hereof. Sections 3, 4, 5, 6 (with respect to commissions and fees owed by you), 7, 8, 10 and 11 shall survive any termination or expiration of this Agreement.

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