BOOKSHOP

TERMS AND CONDITIONS OF USE

Last Updated: 4/15/2020

YOUR USE OF THIS WEBSITE AND THE SERVICES OFFERED AND CONTENT CONTAINED HEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE THE WEBSITE OR, IF YOU ARE BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18), YOU MUST HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE WEBSITE AND REPRESENT AND WARRANT THAT YOU HAVE YOUR PARENT OR GUARDIAN’S PERMISSION.

Bookshop.org, including all of its features and content and related or commonly-owned or controlled websites (“Website”), is a service made available by Bookshop, Inc. (“Bookshop”), a public benefit corporation that provides independently owned booksellers, industry partners, and conscious consumers with a direct-to-consumer e-commerce solution competitive to that of major retailers. All content, information, services, text, photographs, video, audio, graphics and software ordered or provided on or through the Website, including but not limited to Seller Content and Website Content (each defined below) (collectively, “Content”) may be used solely under the following Terms and Conditions of Use and all other terms and conditions or documents incorporated by reference herein, including, without limitation, Bookshop’s Privacy Policy (collectively, “Terms of Use”), which constitutes a legally binding agreement relating to the use of the Website and the services provided therein, including the Content, between Bookshop and each visitor or user of the Website including, without limitation, those who purchase products on the Website (each, a “Customer”) (collectively, “Users,” and each, a “User” or “you”).

With respect to individuals, firms, corporations, limited liability companies, partnerships, associations, or other entities (collectively, “Persons”) that sell products on the Website through Bookshop’s Platform Seller Program (each, a “Platform Seller”), or participate in Bookshop’s Affiliate Program (each, a “Platform Affiliate”), in the event of a conflict between these Terms of Use and the terms and conditions applicable to the Platform Seller Program and the Affiliate Program, respectively, such terms and conditions applicable to the Platform Seller Program and the Affiliate Program shall apply.

By using the Website, you are deemed to have accepted, executed, and be bound by the terms of these Terms of Use. Bookshop may change or amend these Terms of Use at any time at its sole discretion. If Bookshop makes a material change or amendment to these Terms of Use, it will notify Users thereof by posting such changes or amendments on the Website, which changes or amendments will be effective automatically upon the posting thereof. You agree that all agreements, notices, disclosures, and other communications Bookshop provides to you electronically satisfy any legal requirement that such communications be in writing. IF ANY OF THESE TERMS OF USE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE WEBSITE OR THE CONTENT. YOUR CONTINUED USE OF THE WEBSITE OR THE CONTENT FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF USE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.

Website License

Bookshop hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable right and license to access and make personal use of the Website and Content, including intellectual property that a Platform Seller submits or uploads onto the Website (collectively, “Seller Content”) of which such Platform Seller is and shall remain the sole and exclusive owner subject to the licenses granted to Bookshop, solely permitted by the tools, products, services, functionalities, and/or features of the Website, or as expressly permitted by Bookshop in connection with your use of the Website and as provided herein, subject in all respects to these Terms of Use, and not for redistribution of any kind (the “License”). Unless otherwise agreed to in writing with Bookshop, this License does not include any resale or commercial use of (i) the Website or Content, (ii) Seller Content that is not your own Seller Content, (iii) any Registration Data (defined below), (iv) any other content, materials, information, text, data, copyrights, designs, insignia, images, photos, articles, stories, artwork, videos, pictures, musical compositions, sound recordings, screenshots, chats, posts, graphics, identifying marks, Website pages, software, and other original works of authorship, and/or intellectual property uploaded to, or incorporated into, the Website or Content by Bookshop, or (v) any trademarks, service marks, logos, designs, and insignia of Bookshop or any third-party Persons, products, and services used or displayed on the Website or in collateral materials thereto (collectively, “Trademarks,” and together with the items set forth in items (i), (ii), (iii) and (iv) above, the “Website Content”), which Website Content is and shall remain the sole and exclusive property of Bookshop or the applicable third-party licensor from whom Bookshop obtained the right to use such Website Content. You specifically acknowledge and agree that all Trademarks are registered or unregistered trademarks or service marks of Bookshop or the applicable third-party licensor/owner thereof, and nothing on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks. All goodwill generated from the use of the Trademarks inures to the benefit of the applicable owner thereof.

As between you and Bookshop, Bookshop retains all right, title, and interest in and to the Website and Content, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Website, (iii) all other materials and content uploaded or incorporated into the Website, including, without limitation, all Website Content (but excluding Seller Content, which is owned by the applicable Platform Seller, but for which Bookshop has a license to use pursuant to the terms and conditions of the Platform Seller Program), and (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world, and the coordination, selection, arrangement and enhancement of such associated trade secret rights and other intellectual property and proprietary rights as a collective work under the U.S. Copyright Act of 1976, as amended (collectively, “Website IP”), and nothing contained herein shall be construed as creating or granting you any right, title, or interest in and to such Website IP other than the License granted herein. Website IP is protected in all forms, media, and technologies now known or hereinafter developed by the domestic and international laws of copyright, trademarks, patents, and other intellectual property and proprietary rights.

Violation of this License may result in infringement of intellectual property and contractual rights of Bookshop, other Users of the Website (including Platform Sellers), or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.

Digital Millennium Copyright Act

Bookshop has registered an agent with the United States Copyright Office in accordance with the Digital Millennium Copyright Act (the “DMCA”) and avails itself of the protections under the DMCA. Bookshop reserves the right to remove any Website Content or Seller Content that allegedly infringes another party’s copyright. Bookshop will terminate, in appropriate circumstances, Users who are repeat infringers of another party’s copyright. Notices to Bookshop regarding any alleged copyright infringement should be directed to Bookshop via email at [email protected] This email address is only for reporting suspected copyright infringement. Contact information for other matters is provided elsewhere in these Terms of Use.

Notification of Alleged Copyright Infringement: If any Person believes in good faith that its intellectual property has been used on the Website in a way that constitutes copyright infringement under applicable law, such Person or its agent (each, a “Copyright Claimant”) may provide Bookshop with a written notice containing the following:

  • Copyright Claimant’s name, address, telephone number, and email address;

  • A description of the copyrighted work that Copyright Claimant claims has been infringed;

  • A description of where on the Website the material Copyright Claimant claims is infringing may be found, sufficient for Bookshop to locate the material (e.g., the URL);

  • A statement that Copyright Claimant has a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or applicable law;

  • A statement by Copyright Claimant under penalty of perjury under applicable law that the information in its notice is accurate and that Copyright Claimant is the copyright owner or authorized to act on the copyright owner’s behalf; and

  • Copyright Claimant’s electronic or physical signature.

U.S. law imposes substantial penalties for falsely submitting a notice of copyright infringement.

Counternotice to Restore Seller Content Removed for Alleged Copyright Infringement: If a Platform Seller believes its Seller Content has been removed by mistake or misidentification, such Platform Seller or its agent may provide Bookshop with a written counter-notification containing the following information:

  • Platform Seller’s name, address, telephone number, and email address;

  • A description of the material that was removed from the Website;

  • A description of where on the Website the Seller Content that was removed previously appeared (e.g., URL);

  • A statement that Platform Seller has a good faith believe that the Seller Content was removed or disabled as a result of a mistake or misidentification;

  • A statement by Platform Seller under penalty of perjury under applicable law that the information in its counter-notice is accurate;

  • A statement that Platform Seller consents to the jurisdiction of the U.S. District Court for the judicial district in which its address is located, or if Platform Seller’s address is outside of the United States, then the United States District Court for Eastern District of New York, and that Platform Seller will accept service of process from the Copyright Claimant that filed the original DMCA notice or an agent of that Copyright Claimant; and

  • Platform Seller’s electronic or physical signature.

Trademarks

Bookshop reserves the right to remove any Website Content or Seller Content that allegedly infringes another party’s trademark or service mark. Bookshop will terminate, in appropriate circumstances, Users who are repeat infringers of another party’s trademark or service mark. Notices to Bookshop regarding any alleged trademark infringement should be directed to Bookshop via email at [email protected] This email address is only for reporting suspected trademark infringement. Contact information for other matters is provided elsewhere in these Terms of Use.

Notification of Alleged Trademark Infringement: If any Person believes in good faith that its registered trademark or service mark has been used on the Website in a way that constitutes trademark infringement under applicable law, such Person or its agent (each, a “Trademark Claimant”) may provide Bookshop with a written notice containing the following:

  • Trademark Claimant’s name, address, telephone number, and email address;

  • The registration number of the trademark or service mark, jurisdiction(s) of registration, and categories of goods and/or services covered by such registration;

  • A description of where on the Website the allegedly infringing Website Content or Seller Content may be found, sufficient for Bookshop to locate the material (e.g., the URL);

  • A statement that Trademark Claimant has a good faith belief that the use of the registered trademark or service mark is not authorized by the trademark owner, registrant, or licensee or their respective agents, or applicable law;

  • A statement by Trademark Claimant under penalty of perjury under applicable law that the information in its notice is accurate and that Trademark Claimant is the trademark owner, registrant, or licensee or authorized to act on behalf of the trademark owner, registrant, or licensee; and

  • Trademark Claimant’s electronic or physical signature.

No Appeal to Restore Seller Content Removed for Alleged Trademark Infringement: If Bookshop removes any Seller Content because of a trademark infringement report, the applicable Platform Seller will receive a notification from Bookshop that includes the name and email address of the rights-holder who made the report and/or the details of the report. If such Platform Seller believes the Seller Content should not have been removed, Platform Seller or its agent can follow up with the rights-holder directly to try to resolve the issue. Bookshop does not provide a counter-notice or appeal mechanisms for claims of trademark infringement and disclaims any liability for claims a Platform Seller might make regarding mistaken or misidentified trademark infringement notice and takedown requests.

Limitations on Website Use

The Website and Content belonging to a User other than the Platform Seller who owns such Seller Content, may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the Website’s functionalities or without express prior written consent of Bookshop, or in the case of Seller Content, the applicable Platform Seller.

With limiting the foregoing, while using the Website, a User may not:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of Bookshop or other Users, or use information learned from the Website or Content to do the same;

  • Use the Website or Content for any purpose in violation of applicable local, state, federal, or international law or regulation;

  • Use or otherwise export or re-export the Website or any portion thereof, or the Content in violation of the export control laws and regulations of the United States;

  • Upload or transmit, or attempt to upload or transmit, through the Website any information or data that contain viruses, Trojan horses, corrupted files, malware, spyware, bugs, or any other similar software that may damage or infiltrate the operation of any other User’s computer;

  • Impersonate another Person or User or knowingly allow any other Person to use your identification or Account to utilize the Website;

  • Imply or state that any statements you make are endorsed by Bookshop or any other User, including any Platform Seller, without the prior written consent of Bookshop or such User;

  • Use a robot, spider, manual, and/or automatic processes, or devices to data-mine, data-crawl, scrape, or index the Website in any manner;

  • Hack or interfere with the Website, its servers, or any connected networks;

  • Adapt, alter, license, sublicense, or translate the Website or Content (except in the case of a Platform Seller and its own Content) for your own personal or commercial use;

  • Decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;

  • Remove or alter, visually or otherwise, any copyrights, trademarks, or proprietary marks and rights owned by Bookshop or any third-party licensor/owner thereof;

  • Use the Website to collect Registration Data of Users by electronic or other means;

  • Use the Website in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Bookshop or a Platform Seller’s trade secret information for public disclosure or other purposes;

  • Use, transfer, distribute, or dispose of Website, Website Content, or Seller Content in any manner that could compete with the business of Bookshop (except by Platform Sellers in the normal course of business) or, with respect to Seller Content, the applicable Platform Seller;

  • Circumvent, remove, alter, deactivate, degrade, or thwart any content protections in the Website; or

  • Cause or induce any Person to engage in the restricted activities above.

The License granted to you terminates automatically upon any unauthorized use of the Website or Content and Bookshop may take appropriate investigative and legal action for any illegal or unauthorized use of the Website or Content.

Unlawful Activity; Termination of Website Access

Bookshop reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action it deems appropriate, including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such Persons relating to Users’ email addresses, usage history, Content, IP addresses, and traffic information.

Bookshop further reserves the right, in its sole discretion and without notice or liability to you, to suspend or terminate your use of, or access to, the Website (either in whole or in part) at any time for any reason with any conditions, including, without limitation, if Bookshop believes in good faith that you have violated or acted inconsistently with these Terms of Use or any applicable law or that you have engaged in conduct that Bookshop determines, in its sole discretion, to be inappropriate or unacceptable. Bookshop may also terminate your access to the Website if you file any claim against Bookshop or file any claim that involves the Website. Bookshop also reserves the right, at its sole discretion, to seek and obtain any other remedies available to Bookshop pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms of Use or any other act or omission by you that gives rise to a claim by Bookshop. In the event your right to use the Website is terminated, limited, or suspended, these Terms of Use will remain in effect and enforceable against you.

You may terminate these Terms of Use at any time by ceasing all use of the Website and Content; provided, however, that all sections of these Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Use.

User Accounts

In order to utilize certain full functionalities of the Website, each User may need to register and create an account on the Website (each, an “Account”). Customers agree to create only one (1) unique Account and that you shall be the sole authorized user of your Account. As part of the registration process, Customers will be asked to submit certain information such as their name, email address, phone number, profile name, etc., and to create a login password (collectively, “Registration Data”). You agree that all Registration Data you provide to Bookshop will be and remain at all times true, accurate, current, and complete. Bookshop may from time to time modify or add to the Registration Data information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by Bookshop.

Bookshop will have the right to use your Registration Data in connection with servicing and operating the Website. You agree to (i) restrict access by any other Person to your Account password or other login information, (ii) not knowingly use the name or email of any other Person without authorization to create an Account, (iii) not use an email or profile name or other Registration Data that is profane, offensive, or otherwise inappropriate, (iv) not allow any third-party Person to use your Account login information, Registration Data, or Account, and (v) notify Bookshop of any breach of security by promptly sending Bookshop an email to [email protected] You agree that you will be liable for all activities that occur under your Account, even if such activities were not committed by you. Bookshop is not responsible for any Losses (defined below) as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

Merchandise and Sales Through the Website

The Website is an online marketplace for merchandise, namely books (collectively, “Merchandise”), made available for sale by Bookshop. You acknowledge that Bookshop provides Platform Sellers the Website for purposes of interacting socially with its customers and the public generally, and that Merchandise shall be priced, sold, and delivered solely by Bookshop. Merchandise offered for sale contains descriptions that are provided by the publisher, manufacturer, or distributor or, in the case of items offered for sale by Platform Sellers, the applicable Platform Seller. When a Customer buys from Bookshop, they agree that they have read the description provided on the Website for such Merchandise. Bookshop does not represent or warrant such descriptions are accurate or complete.

In order to make a purchase on the Website, a Customer may be required to establish an Account. A Customer shall pay all fees and charges incurred through their Account at the prices advertised on the applicable listing(s) for the Merchandise. All fees and charges, including all applicable taxes, shall be billed to the Customer, and such Customer shall be solely responsible for payment for purchases made through their Account.

Order Fulfillment

The cost to ship Merchandise that a Customer purchases through the Website is calculated on a “per order,” “per item,” or “per pound” basis and is based on the shipping option the Customer selects at the time of purchase. Bookshop will ship the Merchandise to the address designated by the Customer so long as such address is complete and complies with the shipping restrictions contained on the Website. All transactions are made pursuant to a shipping contract and, as a result, risk of loss and title for the Merchandise passes to the Customer upon delivery of the Merchandise to the carrier.

Return Policy

If a Customer is not satisfied with their purchase from Bookshop or any Platform Seller, the Customer may return such Merchandise within fourteen (14) days for a refund of the purchase price of the Merchandise plus any applicable taxes to the Customer’s original form of payment. All Merchandise must be returned in its original condition; shrink-wrapped Merchandise must be unopened. Shipping fees will not be refunded. The packing slip in each Customer shipment has specific instructions for returns, but is not a prepaid shipping label. Customers will be required to arrange for and cover the costs of shipping returned Merchandise.

Special Promotions

Bookshop may from time to time provide certain promotional opportunities, sweepstakes, and contests to Users, particularly Customers. All such promotions will be run at the sole discretion of Bookshop and can be activated, modified, or removed at any time by Bookshop without advance notification and the liability of any of Bookshop’s partners pursuant to such promotional opportunities, sweepstakes, and contests shall be limited pursuant to these Terms of Use.

Advertisers on Website

The Website may contain advertising and sponsorship by third-party Persons. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website is accurate and complies with applicable laws. Bookshop will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors.

Third-Party Content and Products

The Website includes embedded third-party content or hyperlinks to third-party websites, products, or services (including external websites that are framed by the Website, as well as any advertisements displayed in connection therewith) that are not owned or controlled by Bookshop (collectively, “Third-Party Content”). Third-Party Content is provided as an information service for reference and convenience only. Bookshop does not control Third-Party Content and is not responsible for its (i) availability or accuracy (or unavailability or inaccuracy) or (ii) content, advertising, or products or services. Additionally, the Website may enable you to purchase certain goods and services from third-party Persons outside of the Website and Merchandise of a Platform Seller made available for purchase on the Website (“Third-Party Products”). You shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Third-Party Content that you access through the Website or to your use of a third-party merchant’s website for the purchase of such Third-Party Products (“Third-Party Terms”). All such Third-Party Terms are hereby incorporated by reference into these Terms of Use.

Inclusion of any Third-Party Content or Third-Party Products on the Website does not constitute or indicate Bookshop’s endorsement thereof and Bookshop shall not be liable or responsible for any Third-Party Content transmitted through the Website or Third-Party Products displayed on the Website. You acknowledge and agree that Bookshop will not and cannot censor or edit any Third-Party Content and that you shall assume the sole responsibility for, and risk associated with, your use and/or access of, or interaction with of Third-Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, Bookshop encourages you to be aware when you leave the Website and to read all applicable Third-Party Terms.

By using the Website, you expressly relieve and hold Bookshop harmless from any and all liability arising from your use of any Third-Party Content or purchase of any Third-Party Product, including any Losses incurred as a result of any dealings between you and any third-party Persons, or as the result of the presence of such Third-Party Content or Third-Party Product on the Website or the failure of such Third-Party Content or Third-Party Product to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Third-Party Communications

By providing Bookshop with your email address and using the Website, you hereby affirmatively consent to the use of your email address for notifications from Bookshop regarding important service announcements and other administrative communications related to your use of the Website, as well as certain marketing and other advertising communications from Bookshop and from Bookshop’s third-party advertising partners, as more fully set forth in Bookshop’s Privacy Policy. You will be able to opt out of receipt of certain notifications by following the instructions described in Bookshop’s Privacy Policy; however, if you do not wish to receive certain service and other administrative notifications related to the Website, your only way to opt out of such messages is to stop using the Website.

Bookshop disclaims all liability for any communications directed to you from any third-party Person, including any Platform Seller, directly or indirectly in connection with the Website (“Third-Party Communications”) that you may receive and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Bookshop assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.

By using the Website, you expressly relieve and hold Bookshop harmless from any and all liability arising from your use of any Third-Party Communications, including any Losses incurred as a result of any dealings between you and any third parties. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Representations and Warranties

The Website is available only to Persons and individuals who are eighteen (18) years or older (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such individual’s primary residence), or to individuals who are between the ages of thirteen (13) and eighteen (18) who have their parent or guardian’s permission to use the Website. BY ACCESSING AND USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF YOUR PRIMARY RESIDENCE), OR HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE WEBSITE IF YOU ARE BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18), AND ARE FULLY ABLE AND HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO, AND TO BE BOUND BY, THESE TERMS OF SERVICE, AND THAT YOU WILL SO ABIDE.

Disclaimers

YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE AND MERCHANDISE MADE AVAILABLE FOR PURCHASE BY BOOKSHOP IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOOKSHOP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE WEBSITE OR THIRD-PARTY CONTENT LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SUCH CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR ANY MERCHANDISE MADE AVAILABLE FOR PURCHASE OR ACTUALLY PURCHASED ON OR THROUGH THE WEBSITE, AND (III) ANY UNAUTHORIZED ACCESS TO OR USE OF BOOKSHOP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. BOOKSHOP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, MERCHANDISE, OR SERVICE ADVERTISED OR OFFERED OR LINKED BY A THIRD-PARTY PERSON THROUGH THE WEBSITE, AND BOOKSHOP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING PLATFORM SELLERS, OTHER THAN AS PROVIDED HEREIN.AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

WITHOUT LIMITING THE FOREGOING, NONE OF THE RELEASED PARTIES (DEFINED BELOW) WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY CONTENT, INFORMATION, OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE WEBSITE. NONE OF THE RELEASED PARTIES SHALL BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING ANY PLATFORM SELLER. NONE OF THE RELEASED PARTIES WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE RELEASED PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT BOOKSHOP IS ONLY WILLING TO PROVIDE THE WEBSITE IF YOU AGREE TO CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, YOU AGREE NOT TO HOLD BOOKSHOP, PLATFORM SELLERS, OR ANY OF THEIR PAST, PRESENT, AND FUTURE PARENT, SUBSIDIARY, OR AFFILIATE COMPANIES OR ANY OF THEIR RESPECTIVE PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, STOCKHOLDERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, CONTRACTORS, AFFILIATES, CONTENT PARTNERS, VENDORS, THIRD-PARTY LICENSORS, DISTRIBUTORS, ADVERTISERS, OTHER CONTRACTING PARTIES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) LIABLE FOR ANY SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “CLAIMS”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PERSON’S LOSSES (DEFINED BELOW), INCLUDING AS A RESULT OF YOUR USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING IN CONNECTION WITH THE CONDUCT, ACT, OR OMISSION OF ANY USER (INCLUDING, WITHOUT LIMITATION, STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY BOOKSHOP OR ITS AFFILIATES OR LICENSORS, AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY OF THE RELEASED PARTIES IS LIABLE FOR ANY LOSSES, IN NO EVENT WILL SUCH PERSON’S AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

YOU AND BOOKSHOP AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR BOOKSHOP WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR BOOKSHOP ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND BOOKSHOP FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, BOOKSHOP, AND ALL OTHER PARTIES TO ANY SUCH PROCEEDING.

Indemnification

You hereby agree to indemnify, defend, and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs, or expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of or in connection with any Claim brought by any Person based on (i) your use of, or inability to use, the Website; (ii) any breach of any representation, warranty, covenant, or obligation of yours under these Terms of Use; (iii) any Registration Data transmitted by you to Bookshop; (iv) Content posted by you onto the Website; (v) your violation of any applicable local, state, federal, or international law or regulation; or (v) your violation of any rights of any third-party Person, including, but not limited to, any intellectual property rights. Bookshop shall promptly notify you of any such Claim, and you shall assume control of the defense of such Claim upon Bookshop’s request. Bookshop reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any Claim without the written consent of Bookshop.

Website Access Requirements; Errors and Corrections; Updates and Maintenance

Access to and use of the Website requires a compatible mobile device/web browser and Internet connection. Although Bookshop works to ensure that the Website is compatible across various devices, Bookshop cannot guarantee that the Website will work with all devices.

It is your responsibility to ensure that your computer or mobile device complies with the requirements for accessibility. Your use of the Website may vary in functionality, availability, and quality depending on the type of the device and the operating system that you use and Bookshop accepts no responsibility for any lack of functionality that is due to your equipment (including your device, Internet connection, operating system, or settings and software).

It is your responsibility to pay for all costs and expenses that you may incur while using the Website (including, but not limited to, all telephone call or line charges or Internet data service access charges).

Bookshop does not represent or warrant that the Website or Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Bookshop does not warrant or represent that the Website or Content will be correct, accurate, timely, or otherwise reliable. Your access to the Website may be interfered with by numerous factors outside of Bookshop’s control including, without limitation, telecommunications and/or wireless network service disruptions, computer or mobile device viruses and bugs, tampering, unauthorized intervention, fraud, technical failures, and server, equipment, or software defects. Bookshop is not responsible for and will have no liability for any failures of the Internet or any data or telecommunications equipment, system, or network used in connection with the Website. In addition, perfect security does not exist on the Internet; Bookshop cannot and does not guarantee that any Registration Data or other personally identifiable information relating to you submitted to the Website will not become public under any circumstances.

Bookshop may in the future, at its sole discretion, update the Website to change the Website Content and/or features thereof at any time (an “Update”). Bookshop shall not be liable to any User in any way as a result of any temporary suspension of the Website or Content arising from or in connection with an Update. Furthermore, Bookshop is under no obligation to undergo an Update of the Website to the extent any Website Content, Seller Content, and/or other features or material contained therein or related thereto is out of date. The terms of the License granted to you herein shall apply in full to any Update.

Privacy

Your privacy is very important to Bookshop. To understand Bookshop’s practices, please review the Privacy Policy, which is incorporated by reference into these Terms of Use and also governs your use of the Website. Likewise, you represent and warrant that you will respect the privacy, property, and data protection rights of Users.

Children’s Privacy

The privacy of children is of the utmost importance, and Bookshop is committed to complying with the Children’s Online Privacy Protection Act (COPPA). Bookshop does not knowingly collect, use, or disclose personal information from or regarding children under the age of thirteen (13). If Bookshop ever discovers that it has inadvertently collected personal information from a child under the age of thirteen (13) on or through the Website, Bookshop will delete it from its records as soon as possible. If you are a parent or legal guardian of a child under the age of thirteen (13) and believe that Bookshop has collected personal information from your child, please email [email protected] and Bookshop will take steps to delete such personal information from its records as soon as possible.

Governing Law and Jurisdiction; Disputes

The Terms of Use are governed by and construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws, and any Claim or cause of action arising out of or relating to these Terms of Use shall be filed and adjudicated only in the state and federal courts located in the County of Kings in the State of New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts.

You agree that regardless of any statute or law to the contrary, any Claim or cause of action arising out of or related to use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Assignments

Bookshop may assign, subcontract, and/or otherwise transfer any or all of its rights and/or obligations under these Terms of Use to any Person. You may not transfer your rights or obligations under these Terms of Use to any other Person.

Waiver and Severability of Terms; Entire Agreement

Failure by Bookshop to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right. If any provision of these Terms of Use is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. These Terms of Use incorporate by reference any notices contained on the Website, the Privacy Policy, and the terms and conditions applicable to the Platform Seller Program and the Affiliate Program as applicable to Platform Sellers and Affiliates, respectively, and collectively constitute the entire agreement with respect to access to and use of the Website.

Contact

Questions or comments about the Website or Bookshop’s services or these Terms of Use should be sent by email to [email protected] or mail to Bookshop, Inc, 413 Humboldt Street, #1L, Brooklyn, New York 11211.

BOOKSHOP

TERMS AND CONDITIONS OF AFFILIATE PROGRAM

Last Updated: 4/15/2020

Bookshop, Inc. (“Bookshop”) is a public benefit corporation that provides independently owned booksellers, industry partners, and conscious consumers with a direct-to-consumer e-commerce solution competitive to that of major retailers. Bookshop offers an affiliate marketing program (the “Affiliate Program”) for the American Booksellers Association, media outlets, and authors, among others, by making available various approved communications materials to promote sales on Bookshop.org (together with all of its features and content and related or commonly-owned or controlled websites, the “Website”).

By registering for the Affiliate Program on the Website, each eligible Person (each, a “Platform Affiliate”) agrees to these Terms and Conditions of Affiliate Program, as may be amended from time to time (“Affiliate Terms”), which incorporate by reference Bookshop’s Terms and Conditions of Use (“Terms of Use”). These Affiliate Terms are supplementary to the Terms of Use, but in the event of a conflict, the terms of these Affiliate Terms shall prevail with respect the subject matter hereof. Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Terms of Use.

Eligibility for Affiliate Program

To register as and maintain status as a Platform Affiliate, a Platform Affiliate must (i) be accepted by Bookshop and (ii) not be under any obligation or commitment, whether contractual or otherwise, inconsistent with its obligations under these Affiliate Terms. Bookshop reserves the right to refuse or terminate any applicant or registrant for failure to meet such eligibility requirements at any time. If requests for documentation are not responded to in a timely manner, Bookshop reserves the right to terminate, deactivate, or deny an existing or applicant Affiliate.

Enrollment in Affiliate Program

In order become a Platform Affiliate, an eligible Person must register and create an Account (as defined in the Terms of Use). Each Platform Affiliate may create only (1) unique master Account and shall only permit its authorized personnel as authorized users of the Account and may maintain one or more subordinate Accounts for one or more such authorized personnel to manage its participation in the Affiliate Program. Each Platform Affiliate shall reasonably restrict access to those Persons who have a need to access the Account to participate in the Affiliate Program. For the avoidance of doubt, all other terms applicable to User Accounts as set forth in the Terms of Use shall apply. Each Affiliate agrees that it will be liable for all activities that occur under its Account, even if such activities were not committed by the Affiliate or under its master Account. Bookshop is not responsible for any loss or damage as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

Shared Revenues for Sales Through Marketplace

In consideration for participating in the Affiliate Program, Bookshop shall pay Platform Affiliates ten percent (10%) of Revenues generated by such Platform Affiliate through its participation in the Affiliate Program whenever such accrued amounts equal or exceed Twenty U.S. Dollars ($20.00) (“Shared Revenues”). For purposes hereof, “Revenue” shall mean all gross receipts derived and actually received by, or irrevocably credited to and redeemed by, Bookshop from its sales made to Customers on or through the Website and tracked over a forty-eight (48) hour period and credited to the Platform Affiliate through its use of Affiliate Materials less applicable taxes but without any deductions for costs incurred in the sale, advertising, promotion, distribution, shipping, storage, and other transportation of such products. BOOKSHOP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO ANY PLATFORM AFFILIATE REGARDING THE AMOUNT OF SHARED REVENUES, IF ANY, THAT MAY BE REALIZED HEREUNDER OR GUARANTEE ANY MINIMUM AMOUNT OF SHARED REVENUES.

Bookshop shall remit Shared Revenues to each Platform Affiliate either, by default, by direct deposit into its Stripe Connect https://stripe.com/connect account or, if requested, by issuing a check made payable to the applicable Platform Affiliate. A Platform Affiliate’s Account must contain accurate and up-to-date payment information, and Bookshop shall not be held liable for its inability to remit such funds as a result of incomplete payment information. If Bookshop cannot settle funds into a Platform Affiliate’s account after the period of time set forth by its state, country, or other government authority in its unclaimed property laws, Bookshop may process the funds due to such Platform Affiliate in accordance with Bookshop’s legal obligations, including by submitting those funds to the appropriate government authority as required by applicable law. Each Platform Affiliate will pay all taxes for which it is responsible under any applicable law or regulation when such taxes are due.

Pricing Merchandise in the Marketplace

Each Platform Affiliate and Bookshop acknowledge that Bookshop provides Platform Affiliates the Website for purposes of interacting socially with its customers and the public generally, and that merchandise shall be priced, sold and delivered solely by Bookshop. Bookshop shall not engage in deceptive trade practices.

Platform Affiliate Marketing Materials

Each Platform Affiliate may from time to time receive from Bookshop various approved communications materials to promote traffic to the Website and sales of Merchandise on the Website, including, but not limited to, unique “tagged” and formatted URL links to permit accurate tracking, reporting, and compensation, banner advertisements, web-based or click-through coupons, buttons, etc. (“Affiliate Materials”). Platform Affiliates may choose to use the Affiliate Materials in their sole discretion. No Platform Affiliate may edit, modify, or alter Affiliate Materials or the contents thereof without the written approval of Bookshop.

License for Commercial Use of the Affiliate Materials

The License granted to Users in the Terms of Use shall expressly permit each Affiliate to use the Affiliate Materials, including all Trademarks contained therein, for commercial purposes solely in connection with its participation in the Affiliate Program and promotion of the Website and sales thereon but for no other purposes.

Marketing

Each Platform Affiliate shall bear its own costs and expenses related to its participation in the Affiliate Program and the marketing and promoting of the Website. Bookshop is not obligated to reimburse or credit any Platform Affiliate for any marketing expenses. If Bookshop does reimburse a Platform Affiliate for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.

Indemnification

Platform Affiliate and Bookshop (each, an “Indemnifying Party”) shall indemnify, defend and hold harmless the other and their respective officers, directors, employees, contractors, representatives, successors and assigns (collectively, the “Indemnified Party”) from and against any liabilities, claims, costs, damages, demands, causes of action, proceedings or other actions, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs), whether at law or in equity, brought or asserted by a third party against any Indemnified Party (each, a “Claim”) arising out of, related to, or based upon any allegation that the Indemnifying Party’s intellectual property infringes or constitutes misappropriation of any patent, copyright, trade secret, trademark or other right of a third party. The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any such Claim (a delay in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give the Indemnifying Party the opportunity to defend or settle any such Claim at the Indemnifying Party’s sole cost and expense and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in defending or settling such Claim. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party; provided, the Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.

In addition to the foregoing, if any of the Indemnifying Party’s intellectual property become the subject of a Claim of infringement or misappropriation, then the Indemnifying Party’s shall, at its expense and each Indemnifying Party’s option: (a) procure the rights in the infringing item or service; (b) replace or modify such service, product or item so that it becomes non-infringing or no longer misappropriates in such a manner that does not degrade functionality or disrupt Indemnified Party’s business; or (c) adequately compensate Indemnified Party’s for the infringing services, product or item whose value is diminished as a result of such infringement.

Limitation on Affiliate Materials and Website Use

In addition to the limitations on use of the Website as set forth in the Terms of Use, a Platform Affiliate may not:

  • Knowingly and intentionally communicate or distribute information in connection with the Affiliate Program that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, including, but not limited to, content that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals, or that provides materials or access to materials that exploit people under the age of eighteen (18) in an abusive, violent, or sexual manner;

  • Knowingly and intentionally communicate or distribute information in connection with the Affiliate Program that contains material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party Person or for which the Platform Affiliate has not obtained the necessary rights or permissions to use accordingly;

  • Knowingly and intentionally engaging in any marketing activity that may harm the reputation or credibility of Bookshop;

  • Imply that any Person other than the Platform Affiliate is the sender of any marketing communications related to the promotion of the Marketplace;

  • Knowingly and intentionally engaging in any marketing or promotional activities that violate applicable laws, rules, or regulations, including sending any email in violation of the federal CAN-SPAM Act of 2003;

  • Forward pyramid schemes or chain letters;

  • Knowingly impersonate another Platform Affiliate or User or knowingly allow any other Person to use your identification or Account;

  • Knowingly and intentionally restrict or inhibit any other Platform Affiliate from participating in the Affiliate Program; or

  • Cause or induce any Person to engage in the restricted activities above.

Confidentiality

For purposes of this Agreement, “Confidential Information” means any non-public or proprietary information or material of either Bookshop or a Platform Affiliate or their respective present and future parent, subsidiary, and affiliate companies or any of their respective present and future officers, directors, stockholders, members, managers, partners, employees, contractors, affiliates, content partners, vendors, third-party licensors, distributors, advertisers, other contracting parties, agents, representatives, successors, and permitted assigns (collectively, “Representatives,” and together with such party, the “Disclosing Party”) disclosed to, received by, or obtained from any source or Person and in any form by the other Party or its Representatives (together, the “Receiving Party”) or pursuant to or as a result of Platform Affiliate’s participation in the Affiliate Program, which should by its nature reasonably be known to be confidential, whether or not marked as confidential. Without limiting the foregoing, a Disclosing Party’s Confidential Information includes, whether or not designated, all trade secrets, technical and non-technical data, processes, business practices, intellectual property, plans or proposals, financial information, information relating to actual or potential customers or suppliers or employees or other personnel, personally identifiable information (however such term or similar term is defined under applicable law), sales and marketing information, training and operations materials, and pricing and other financial information relating to the business or affairs of the Disclosing Party or its affiliates. Confidential Information does not include information that (i) is or becomes public knowledge through no act, omission or breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not known by the Receiving Party to be under a duty of confidence to the Disclosing Party; or (iii) is already rightfully known without confidentiality restriction or is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use the Confidential Information for its own purposes except as expressly permitted by, or required to achieve the purposes of, these Affiliate Terms. Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required (y) to its Representatives with a need to know in connection with these Affiliate Terms or Platform Affiliate’s participation in the Affiliate Program and who are bound by non-disclosure terms substantially similar hereto or (z) by operation of law or order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations hereunder, with reasonable prior written notice to the Disclosing Party (unless legally prohibited) sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure at its sole cost and expense. Upon request of the Disclosing Party, the Receiving Party shall return or destroy (and, upon request, certify to the destruction of) all Disclosing Party’s Confidential Information in the possession or under the control of the Receiving Party, except to the extent subject to a continuing license, and all copies of such Confidential Information.

Bookshop and each Platform Affiliate acknowledge that monetary damages would not be a sufficient remedy for any breach of the confidentiality provisions contained herein and, consequently, if a Receiving Party breaches or threatens to breach such provisions, the applicable Disclosing Party will have the right to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Disclosing Party may be entitled at law, in equity, or under these Affiliate Terms or the Terms of Use. Notwithstanding anything in either these Affiliate Terms or the Terms of Use to the contrary, any breach of the confidentiality provisions contained herein shall not be subject to the limitation of liability set forth in the Terms of Use.

Termination

Notwithstanding anything in either these Affiliate Terms or the Terms of Use to the contrary and in addition to all other remedies available under these Affiliate Terms, either Bookshop or a Platform Affiliate may terminate such Platform Affiliate’s participation in the Affiliate Program at any time, for any reason or no reason, with or without cause. Upon termination, (i) all earned but unpaid Shared Revenues due and owing to the Platform Affiliate as of the effective date of termination shall be accelerated and shall become due and payable within thirty (30) days thereof unless such Platform Affiliate is in breach of the terms hereof, in which case Bookshop may withhold any such accrued Shared Revenues until such time as such breach is cured; (ii) all rights granted or licensed hereunder or under the Terms of Use shall immediately terminate and revert the grantor or licensor; and (iii) Bookshop and the Platform Affiliate shall immediately discontinue any and all representations or statements from which it might be inferred that any relationship exists between Bookshop and such Platform Affiliate, including use of the Affiliate Materials.

Relationship Between Platform Affiliates and Bookshop

These Affiliate Terms shall not be deemed or construed in any manner as creating any employment, partnership, joint venture, employment, agency, fiduciary, or other similar relationship. No party is a representative or agent of the other or shall so hold itself out publicly or to any third party or incur any liability for the other party.

Acceptance of Affiliate Terms; Changes to Affiliate Terms

By registering for and participating in the Affiliate Program, each Platform Affiliate is deemed to have accepted these Affiliate Terms. Bookshop may change or amend these Affiliate Terms at any time upon notice to each Platform Affiliate. The observance of any provision of these Affiliate Terms may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving party. Any party’s failure to enforce its rights under these Affiliate Terms at any time for any period will not be construed as a waiver of such rights. Bookshop and each Platform Affiliates agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Contact

Questions or comments about the Website or these Affiliate Terms should be sent by email to [email protected] or mail to Bookshop, Inc, 413 Humboldt Street, #1L, Brooklyn, New York 11211.

BOOKSHOP

TERMS AND CONDITIONS OF PLATFORM SELLER PROGRAM

Last Updated: 4/15/2020

Bookshop, Inc. (“Bookshop”) is a public benefit corporation that provides independently owned booksellers, industry partners, and conscious consumers with a direct-to-consumer e-commerce solution competitive to that of major retailers. In connection with that certain Marketing and Promotion Agreement between Bookshop and the American Booksellers Association, Inc. (the “ABA”), Bookshop offers to Bookstore Members (as defined in the Bylaws of the ABA https://www.bookweb.org/about/govern/bylaws) with at least one (1) physical retail location the opportunity to host and run their own marketplaces on subdomains of Bookshop.org (together with all of its features and content and related or commonly-owned or controlled websites, the “Website”).

By registering for a marketplace on the Website (each, a “Marketplace”), the eligible Bookstore Member (each, a “Platform Seller”) agrees to these Terms and Conditions of Platform Seller Program, as may be amended from time to time (“Seller Terms”), which incorporate by reference Bookshop’s Terms and Conditions of Use (“Terms of Use”). These Seller Terms are supplementary to the Terms of Use, but in the event of a conflict, the terms of these Seller Terms shall prevail with respect the subject matter hereof. Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Terms of Use.

Eligibility for Platform Seller Program

To register as and maintain status as a Platform Seller, a Person must (i) be a Bookstore Member in good standing with the ABA as determined by the ABA from time to time, (ii) have at least one (1) physical retail location, and (iii) not be under any obligation or commitment, whether contractual or otherwise, inconsistent with its obligations under these Seller Terms. Each registrant represents and warrants to Bookshop that it meets the eligibility requirements set forth herein. Bookshop reserves the right to request verification from the ABA at any time to determine eligibility and to refuse or terminate any applicant or registrant for failure to meet such eligibility requirements at any time. If requests for documentation are not responded to in a timely manner, Bookshop reserves the right to terminate, deactivate, or deny your enrollment as a Platform Seller.

Enrollment in Platform Seller Program

In order become a Platform Seller, an eligible Bookstore Member must register and create an Account (as defined in the Terms of Use). Each Platform Seller may create only (1) unique master Account and shall only permit its authorized personnel as authorized users of the Account and may maintain one or more subordinate Accounts for one or more such authorized personnel to manage the Marketplace. Each Platform Seller shall reasonably restrict access to those Persons who have a need to access the Account to operate the Marketplace. For the avoidance of doubt, all other terms applicable to User Accounts as set forth in the Terms of Use shall apply. Each Platform Seller agrees that it will be liable for all activities that occur under its Account and Marketplace, even if such activities were not committed by the Platform Seller or under its master Account. Bookshop is not responsible for any loss or damage as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

Shared Revenues for Sales Through Marketplace

In consideration for operating a Marketplace, Bookshop shall pay each Platform Seller thirty percent (30%) of Revenues (as hereinafter defined) generated through their respective Marketplace (“Shared Revenues”). For purposes hereof, “Revenue” shall mean all gross receipts derived and actually received by, or irrevocably credited to and redeemed by, Bookshop from sales made to Customers on or through a Marketplace at the retail price for such Merchandise as set by the applicable Platform Seller, less (i) applicable taxes (ii) any uncollectible accounts or allowances, and (iii) costs incurred in the distribution, shipping, storage, and other transportation of such products, but without any deductions for costs incurred in the sale, advertising, and promotion thereof. BOOKSHOP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO ANY PLATFORM SELLER REGARDING THE AMOUNT OF SHARED REVENUES, IF ANY, THAT MAY BE REALIZED HEREUNDER OR GUARANTEE ANY MINIMUM AMOUNT OF SHARED REVENUES.

Shared Revenues shall accrue to the respective Platform Seller’s account as of the date of sale and be payable upon request by the Platform Seller whenever such accrued amounts equal or exceed Twenty U.S. Dollars ($20.00). In order to receive Shared Revenues, a Platform Seller must establish a Stripe Connect https://stripe.com/connect account and maintain accurate and up-to-date payment information to facilitate the transfer of Shared Revenues, and Bookshop shall not be held liable for its inability to remit such funds as a result of incomplete payment information. If Bookshop cannot settle funds into a Platform Seller’s account after the period of time set forth by its state, country, or other government authority in its unclaimed property laws, Bookshop may process the funds due to such Platform Seller in accordance with Bookshop’s legal obligations, including by submitting those funds to the appropriate government authority as required by applicable law. Each Platform Seller will pay all taxes for which it is responsible under any applicable law or regulation when such taxes are due.

Interactions with Customers

Each Platform Seller is solely responsible for its interactions with the Website and other Users, particularly Customers, on or through the Website. In your interactions with other Users, Platform Sellers agree to conduct themselves professionally, civilly, and respectfully at all times.

Pricing Merchandise in the Marketplace

Each Platform Seller and Bookshop acknowledge that Bookshop provides Platform Sellers the Website for purposes of interacting socially with its customers and the public generally, and that Merchandise shall be priced, sold and delivered solely by Bookshop. Bookshop shall not engage in deceptive trade practices.

Marketplace Return Policies

Returns will be handled by Bookshop via Ingram’s Consumer Direct Fulfillment (CDF) https://www.ingramcontent.com/retailers/consumer-direct-fulfillment service. Bookshop allows customers to return any Merchandise in its original condition within at least fourteen (14) days from the date of sale, with or without any reason.

Affiliate Marketing Materials

Each Platform Seller may from time to time receive from Bookshop various approved communications materials to promote traffic to the Website and sales of Merchandise on the Website, including, but not limited to, unique “tagged” and formatted URL links to permit accurate tracking, reporting, and compensation, banner advertisements, web-based or click-through coupons, buttons, etc. (“Affiliate Materials”). Platform Sellers may choose to use the Affiliate Materials in their sole discretion. No Platform Seller may edit, modify, or alter Affiliate Materials or the contents thereof without the written approval of Bookshop.

License for Commercial Use of the Website

The License granted to Users in the Terms of Use shall expressly permit each Platform Seller to use its Marketplace as hosted on the Website for commercial purposes solely in connection with its sale of Merchandise thereon and to promote its business but for no other purposes.

Marketing

Each Platform Seller shall bear its own costs and expenses related to marketing and promoting its Marketplace. Bookshop is not obligated to reimburse or credit any Platform Seller for any marketing expenses. If Bookshop does reimburse a Platform Seller for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.

Seller Content in Marketplaces

For purposes hereof, “Seller Content” means all content, materials, information, text, data, copyrights, designs, images, photos, articles, stories, artwork, videos, pictures, musical compositions, sound recordings, screenshots, chats, posts, graphics, identifying marks, and other original works of authorship, any trademark, service mark, logo, trade dress, slogan, or other brand features of Platform Seller or any third-party Persons, products, and services, either registered under the laws of the United States or any other country or jurisdiction or unregistered and existing at common law, and/or intellectual property uploaded to, or incorporated into, the Marketplace.

Unless otherwise provided in a separate written agreement between each Platform Seller and Bookshop, the Platform Seller retains all right, title, and interest in and to all of its Seller Content throughout the world, in perpetuity, and all goodwill generated from the use of Seller Content inures to such Platform Seller’s benefit. The Platform Seller hereby grants to Bookshop for so long as each Platform Seller is a Platform Seller a fully-paid, non-exclusive, worldwide, perpetual, revocable, royalty-free, transferrable, assignable, sublicensable (through multiple tiers) license to exercise all copyright, publicity rights, and any other rights the Platform Seller has in such Seller Content in any media now known or not currently known solely in order to operate, perform, promote, advertise, market, and improve upon the Website (the “Seller Content License”). The Seller Content License is without any further permission or notification due from Bookshop to the Platform Seller or any third-party Person. By uploading Seller Content to the Website, each Platform Seller acknowledges and agrees that Bookshop may create on its own ideas that may be, or may obtain submissions that may be, similar or identical to such Seller Content, and that the Platform Seller shall have no recourse against Bookshop for any alleged or actual infringement or misappropriation of any proprietary or other right in or related to such Seller Content.

Each Platform Seller represents and warrants its Seller Content is its original work or that the owner of such Seller Content has expressly granted to Bookshop a perpetual, worldwide, royalty-free, revocable, non-exclusive license for said works with all of the rights granted by the Platform Seller to Bookshop, and do not violate and will not violate applicable law or the rights of any third-party Person including any right of publicity, right of privacy, copyright, patent, trademark, or other intellectual property right or any proprietary right. A Platform Seller may not display or use in any manner any registered or unregistered trademark, service mark, logo, trade dress, slogan, or other brand features, either registered under the laws of the United States or any other country or jurisdiction or unregistered and existing at common law, belonging to Bookshop or any third-party Person unless it obtains such Party’s prior written permission.

Each Platform Seller acknowledges and agrees that Seller Content will be publicly available and accessible to all Users, or in certain cases, specific Users, and will be considered non-confidential and non-proprietary. A Platform Seller must not post any Seller Content on or through the Website or transmit to Bookshop any Seller Content that it considers to be confidential or proprietary. Seller Content shall not contain protected health information, and every Platform Seller is strictly prohibited from submitting Seller Content that are considered personally identifiable information under applicable law, including, without limitation, the California Consumer Privacy Act (CCPA) and European Union’s General Data Protection Regulation 2016/679 (GDPR), or protected health information under applicable law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). Should Bookshop discover that a Platform Seller has done so, Bookshop will remove it immediately and reserves the right to ban the Platform Seller and its Marketplace from the Website.

None of the foregoing shall obligate Bookshop to actively screen Seller Content. Bookshop will not be responsible for the action of any Users, including Customers, with respect to any Seller Content. Platform Sellers acknowledge and agree that Bookshop does not actively monitor or police Marketplaces or specific interactions between Users of the Website and has no obligation to do so.

Each Platform Seller represents and warrants that, to the best of its knowledge, all Seller Content and other information that it submits onto the Website is true, accurate, current, and complete. Each Platform Seller acknowledges and agrees that it shall be solely responsible for all Seller Content other information that it provides to Bookshop and that Bookshop reserves the right to reject or remove all or a portion of any such Seller Content other information from the Website that Bookshop determines, in its sole discretion, does not comply with these Seller Terms, or for any other reason, without notice or liability to such Platform Seller.

As stated in the Terms of Use, Bookshop avails itself of the protections under the Digital Millennium Copyright Act (the “DMCA”), and Bookshop reserves the right, in response to a notification of alleged copyright infringement or for any other reason, to remove any Seller Content that allegedly infringes another Person’s copyright and terminate, in appropriate circumstances, Platform Sellers who are repeat infringers of another Person’s copyright. For more on Bookshop’s policies to comply with the DMCA, see the Terms of Use. Additionally, Bookshop reserves the right to remove any Seller Content that allegedly infringes another Person’s trademark or service mark, and terminate, in appropriate circumstances, Platform Sellers who are repeat infringers of another Person’s trademark or service mark.

Platform Seller and Bookshop (each, an “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and their respective officers, directors, employees, contractors, representatives, successors, and assigns (collectively, the “Indemnified Parties”) from and against any liabilities, claims, costs, damages, demands, causes of action, proceedings or other actions, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs), whether at law or in equity, brought or asserted by a third party against any Indemnified Party (each, a “Claim”) arising out of, related to, or based upon any allegation that the Indemnifying Party’s intellectual property (that is, for Bookshop, the Website and the Marketplace and, for each Platform Seller, the Seller Content, including as incorporated into that Platform Seller’s Marketplace) infringes or constitutes misappropriation of any patent, copyright, trade secret, trademark or other right of a third party. The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any such Claim (a delay in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give the Indemnifying Party the opportunity to defend or settle any such Claim at the Indemnifying Party’s sole cost and expense and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in defending or settling such Claim. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party; provided, the Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.

In addition to the foregoing, if any of the Indemnifying Party’s intellectual property become the subject of a Claim of infringement or misappropriation, then the Indemnifying Party shall, at its expense and each Indemnified Party’s option: (a) procure the rights in the infringing item or service; (b) replace or modify such service, product or item so that it becomes non-infringing or no longer misappropriates in such a manner that does not degrade functionality or disrupt the Indemnified Party’s business; or (c) adequately compensate Indemnified Party for the infringing services, product or item whose value is diminished as a result of such infringement.

A Platform Seller may remove its Seller Content at any time. If a Platform Seller removes any posting, Bookshop will make commercial best efforts to promptly cease using that particular posting in promotional materials and derivative Seller Content; provided that Bookshop may maintain a copy of removed Seller Content for archival and legal purposes.

Each Platform Seller acknowledges and agrees (i) Bookshop may establish general practices and limits concerning use of the Website or Seller Content, (ii) Bookshop reserves the right to change those general practices and limits at any time, in its sole discretion, with or without notice, and (iii) Bookshop has no responsibility or liability for blocking, deleting, or failing to store any Seller Content maintained or transmitted by the Website.

Limitation on Marketplace Use

In addition to the limitations on use of the Website as set forth in the Terms of Use, a Platform Seller may not:

  • Knowingly and intentionally upload Seller Content to the Website or otherwise utilize its Marketplace or Affiliate Materials to communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, including, but not limited to, content that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals, or that provides materials or access to materials that exploit people under the age of eighteen (18) in an abusive, violent, or sexual manner;

  • Knowingly and intentionally upload Seller Content or communicating or distributing Affiliate Materials or information in connection therewith that contains material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party Person or for which the Platform Seller has not obtained the necessary rights or permissions to use accordingly;

  • Knowingly and intentionally engage in any marketing activity that may harm the reputation or credibility of Bookshop;

  • Imply that any Person other than the Platform Seller is the sender of any marketing communications related to the promotion of the Marketplace;

  • Knowingly and intentionally engage in any marketing or promotional activities that violate applicable laws, rules, or regulations, including sending any email in violation of the CAN-SPAM Act of 2003;

  • Forward pyramid schemes, or chain letters;

  • Knowingly impersonate another Platform Seller or User or knowingly allow any other Person to use your identification or Account to post or view comments on, or otherwise utilize, the Website or Marketplace;

  • Knowingly download any file posted by another Platform Seller that the Platform Seller knows, or reasonably should know, cannot be legally distributed through the Website;

  • Knowingly and intentionally restrict or inhibit any other Platform Seller from using and enjoying its own Marketplace or Affiliate from participating in the Affiliate Program; or

  • Cause or induce any Person to engage in the restricted activities above.

Confidentiality

For purposes of this Agreement, “Confidential Information” means any non-public or proprietary information or material of either Bookshop or a Platform Seller or their respective present and future parent, subsidiary, and affiliate companies or any of their respective present and future officers, directors, stockholders, members, managers, partners, employees, contractors, affiliates, content partners, vendors, third-party licensors, distributors, advertisers, other contracting parties, agents, representatives, successors, and permitted assigns (collectively, “Representatives,” and together with such party, the “Disclosing Party”) disclosed to, received by, or obtained from any source or Person and in any form by the other Party or its Representatives (together, the “Receiving Party”) or pursuant to or as a result of Platform Seller’s participation in the Platform Seller Program, which should by its nature reasonably be known to be confidential, whether or not marked as confidential. Without limiting the foregoing, a Disclosing Party’s Confidential Information includes, whether or not designated, all trade secrets, technical and non-technical data, processes, business practices, intellectual property, plans or proposals, financial information, information relating to actual or potential customers or suppliers or employees or other personnel, personally identifiable information (however such term or similar term is defined under applicable law), sales and marketing information, training and operations materials, and pricing and other financial information relating to the business or affairs of the Disclosing Party or its affiliates. Confidential Information does not include information that (i) is or becomes public knowledge through no act, omission or breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not known by the Receiving Party to be under a duty of confidence to the Disclosing Party; or (iii) is already rightfully known without confidentiality restriction or is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use the Confidential Information for its own purposes except as expressly permitted by, or required to achieve the purposes of, these Seller Terms. Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required (y) to its Representatives with a need to know in connection with these Seller Terms or Platform Seller’s participation in the Platform Seller Program and who are bound by non-disclosure terms substantially similar hereto or (z) by operation of law or order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations hereunder, with reasonable prior written notice to the Disclosing Party (unless legally prohibited) sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure at its sole cost and expense. Upon request of the Disclosing Party, the Receiving Party shall return or destroy (and, upon request, certify to the destruction of) all Disclosing Party’s Confidential Information in the possession or under the control of the Receiving Party, except to the extent subject to a continuing license, and all copies of such Confidential Information.

Bookshop and each Platform Seller acknowledge that monetary damages would not be a sufficient remedy for any breach of the confidentiality provisions contained herein and, consequently, if a Receiving Party breaches or threatens to breach such provisions, the applicable Disclosing Party will have the right to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Disclosing Party may be entitled at law, in equity, or under these Seller Terms or the Terms of Use. Notwithstanding anything in either these Seller Terms or the Terms of Use to the contrary, any breach of the confidentiality provisions contained herein shall not be subject to the limitation of liability set forth in the Terms of Use.

Termination

Notwithstanding anything in either these Seller Terms or the Terms of Use to the contrary and in addition to all other remedies available under these Seller Terms, either Bookshop or a Platform Seller may terminate such Platform Seller’s participation in the Platform Seller Program at any time, for any reason or no reason, with or without cause. Upon termination, (i) all earned but unpaid Shared Revenues due and owing to the Platform Seller as of the effective date of termination shall be accelerated and shall become due and payable within thirty (30) days thereof (unless such Platform Seller is in breach of the terms hereof, in which case Bookshop may withhold any such accrued Shared Revenues until such time as such breach is cured); (ii) all rights granted or licensed hereunder or under the Terms of Use shall immediately terminate and revert the grantor or licensor; and (iii) Bookshop and the Platform Seller shall immediately discontinue any and all representations or statements from which it might be inferred that any relationship exists between Bookshop and such Platform Seller. Notwithstanding, at Bookshop’s sole and exclusive discretion, Bookshop may, but shall not be obligated to, fulfill any Merchandise sales or orders upon termination hereof.

Relationship Between Platform Sellers and Bookshop

Neither these Seller Terms nor any Bookstore Member’s participation as a Platform Seller shall be deemed or construed in any manner as creating any employment, partnership, joint venture, employment, agency, fiduciary, or other similar relationship. No party is a representative or agent of the other or shall so hold itself out publicly or to any third party or incur any liability for the other party.

Acceptance of Seller Terms; Changes to Seller Terms

By registering for a Marketplace and participating in the Platform Seller Program, each Platform Seller is deemed to have accepted these Seller Terms. Bookshop may change of amend these Seller Terms at any time upon notice to each Platform Seller, and each Platform Seller must affirmatively agree to the new terms in writing. The observance of any provision of these Seller Terms may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving party. Any party’s failure to enforce its rights under these Seller Terms at any time for any period will not be construed as a waiver of such rights. Bookshop and each Platform Seller agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Contact

Questions or comments about the Website or these Seller Terms should be sent by email to [email protected] or mail to Bookshop, Inc, 413 Humboldt Street, #1L, Brooklyn, New York 11211.