ABAA Bookseller Member Terms of Use Agreement

This Bookseller Member Agreement (the "Agreement") is made exclusively between the Antiquarian Booksellers' Association of America ("ABAA"), Bibliopolis, LLC ("Bibliopolis") (ABAA and Bibliopolis shall be collectively referred to as "Provider") and you, the Bookseller Member, and is effective upon your registration as a Bookseller Member with abaa.org. This Agreement governs your access and use as a Bookseller Member of any services offered via the website(s) operated under the domain www.abaa.org, any sub-domain thereof or any successor domains or sub-domains thereto owned or operated by ABAA (the "Website").

By registering with Provider as a Bookseller Member pursuant to the Website, you hereby agree to all of the terms and conditions contained in this Agreement and ABAA's Bookseller Member Policies located at http://hq.abaa.org/selling_books/, Privacy Policy located at http://hq.abaa.org/privacy (each a "Policy," collectively, the "Policies") which are hereby incorporated herein by this reference. Provider 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. Provider 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. Provider 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 Provider.

If you do not agree to any changes to the Agreement or the Policies pursuant to the foregoing, then you must notify Provider via email at ABAA-booksellersupport@biblio.com and this Agreement will terminate thereafter and Provider 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 Provider. The services hereunder are offered by Provider, c/o ABAA 20 West 44th Street New York, NY 10036. 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://hq.abaa.org/selling_books/ .

1. Eligibility.
The services via the Website are only available to ABAA members in good standing. If your business is registered with the ABAA as a corporate or other business entity, you represent that you have the authority to bind the entity to this Agreement. Provider 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, matching information registered with the Provider. 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. Provider recognizes and accepts that all bookseller-provided descriptions, graphics and images are the sole intellectual property of the listing bookseller and may not be appropriated by Provider for any purpose other than Website listing without permission of the bookseller. Provider may, but is not obligated to, review items offered for sale via the Website. Provider 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 Provider's s sole determination, books or ephemera or otherwise are not in compliance with this Agreement or any Policies. With regard to listing items for sale on the Website, you (i) agree to uphold the ethical standards of the ABAA in your item descriptions and business practices including but not limited to the points set forth in the section "Your Content" below; (ii) will supply and maintain your own terms of sale which shall include terms of payment, and a reasonable return policy; (iii) agree to respond to all orders or inquiries from customers originating from the Website in a timely fashion; (iv) agree that Provider 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 Provider). Provider reserves the right to review your terms of sale, order fulfillment history, customer satisfaction and other performance measurements and Provider may terminate this Agreement if in the ABAA's sole judgment your business practices reflect poorly on ABAA or its other Bookseller Members. "Your Content" is defined as any information you provide to the Provider 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 Provider 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 Provider or cause Provider to lose (in whole or in part) the services of Provider's Internet service providers or other suppliers; or (i) link directly or indirectly to any other web site. Furthermore, you may not list any item on the Website (or consummate any transaction that was initiated using Provider's service) that, by paying to Provider any fee, could cause Provider to violate any applicable law, statute, ordinance or regulation, or that violates the Policies.

3. Venue.
The Website acts as a venue to allow Bookseller Members to offer, sell, and buy books and ephemera and Provider is not an auction or an auctioneer. Provider is not involved in the actual transaction between buyers and sellers. As a result, Provider 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. Provider cannot ensure that a buyer or seller will actually complete a transaction. Provider does not transfer legal ownership of items from the seller to the buyer.

Because the Website is a venue, in the event that you have a dispute with one or more users of the Website, you release Provider (and any of Provider's officers, directors, agents, subsidiaries, subcontractors, 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, Provider 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 and in the event that you do so you are encouraged to draw the attention of the ABAA Ethics Committee to the source of such information. 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 Provider 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 Provider or other third parties is not part of Your Content and is and shall remain the exclusive property of Provider and/or such third parties.

You agree that you will not: (i) take any action that imposes, or may impose in Provider's s sole determination an unreasonable or disproportionately large load on Provider'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 Provider 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 Provider owned content, products, logins, or any portion thereof to third parties.

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 Provider a nonexclusive, irrevocable, 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. Provider will only use Your Content in accordance with ABAA's Privacy Policy

6. Fees.
You agree to pay fees on a timely basis. The fees and other applicable charges shall be due and payable according to the terms set forth in the policy located at http://hq.abaa.org/selling_books/ and the other Policies. Provider maintains the right to alter fees at any time with advance notice to you.

7. NO WARRANTY; Limitation of Liability; Indemnity.
PROVIDER, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND SUPPLIERS PROVIDE THE WEBSITE AND SERVICES AVAILABLE THEREAT "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PROVIDER, 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 PROVIDER, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS 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 PROVIDER, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS 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 PROVIDER 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 Provider and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, subcontractors 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, Provider 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) Provider is unable to verify or authenticate Your Content; (c) Provider believes that your actions may cause financial loss or legal liability for you, Provider's users or Provider; (d) Provider suspects that you (for any reason whatsoever) have engaged in fraudulent or wrongful activity in connection with the Website; or (e) Provider, in its sole discretion, deems such remedy necessary for any reason.

This agreement may be terminated by Provider or you at any time with written notice to the other party. Provider will make commercially reasonable efforts to notify you of such suspension or inactivation in a timely fashion. Provider 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 Provider shall be given by you via email mail at ABAA-bookseller-support@biblio.com and any notices to you shall be given by Provider via the email address you provided to Provider 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, Provider 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.
Provider is dedicated to protecting your privacy. Provider will use Your Content only as set forth in this Agreement and in ABAA's Privacy Policy located at http://www.abaa.org/privacy.

10. Governing Law; Arbitration.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, 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 Oakland, California, in accordance with the then-current commercial rules 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 California, 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 Provider 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 Provider. This Agreement (including the Policies and any other document referenced herein) sets forth the entire understanding and agreement between you and Provider 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.