Terms of Service

I. Book Exchange Online Services.
II. Description of the Software.
III. IDs and Passwords.
IV. Grant of License; Use; Ownership; Use Restrictions and Monitoring.
V. Fees.
VI. Changes to This Agreement.
VII. Your Representations and Warranties; Indemnification.
VIII. Limited Warranty; Disclaimer; Limitation of Liability; Indemnification.
IX. Term and Termination.
X. General.

BOOK EXCHANGE ONLINE, INC.

Member Registration Agreement - Read these Terms of Services carefully before proceeding with your registration. By checking "I Agree" and clicking "Submit", you acknowledge that you are (I) an individual seeking to use Book Exchange Online's services for your individual, private, non-commercial benefit only; (II) at least 18 years of age; and (III) duly authorized to enter into this member registration agreement. You further acknowledge that you have read this member registration agreement, you understand it, and you agree to be bound by its terms and conditions. If after reading the terms of services of this member registration agreement you do not consent, you should exit this page without checking "I Agree" or clicking "Submit", and you should immediately stop all use of any goods or services provided by Book Exchange Online, Inc.

I. Book Exchange Online Services.

This member registration agreement is entered into between you and Book Exchange Online, Inc., an Ohio corporation, as of the date upon which you accept this Agreement through the means identified above (Effective Date). Book Exchange Online agrees to provide you with access to textbooks, software, updates, and revisions, along with all text, logos, sounds, videos or graphic images through the Book Exchange Online website (www.bookexchangeonline.com), as may be offered from time to time. In consideration thereof, you agree to the terms and conditions in this Agreement with regard to your use of the Software, the Site, or any other services that Book Exchange Online may provide.

II. Description of the Software.

(Section A) In General. The Software creates a forum for multiple Book Exchange Online members that have paid the Book Exchange Online membership fee. In order to better explain the ordering process Members are essentially Buying and Selling textbooks, however, no money is actually exchanged. Once a Membership is purchased you enter into a textbook store where only trading occurs. Members wishing to add/sell a textbook will receive one credit (identified as an, Exchange) per textbook. They will then be able to request/buy and receive a textbook from another member. Textbooks are valued using the Book Exchange Online trade (Exchange) system rather than cash to establish a value for each textbook. Book Exchange Online values every textbook as one Exchange, and Exchanges have no monetary value. Book Exchange Online trade Exchanges can be used to request other Textbooks on the Book Exchange Online web site but can not be redeemed for cash.

(Section B) Sample Exchange. A Member wishing to sell a textbook or textbooks for trade will use the Software to list their available textbooks for students (other Members) at the school they are attending. A Member wishing to buy a textbook or textbooks will use the Software to make the Member of the book in question aware that the textbook has been requested. Members will communicate using their personal Message system once logged into their account. When a textbook is requested and/or needs to be sent, the two Members conducting the transaction will both receive Message notifications. If the Purchasing Member seeks to Purchase the same textbook title that the Selling Member wishes to sell, the Software helps connect the Selling Member with the Purchasing Member. In the event that the Selling Member agrees to sell a textbook to the Purchasing Member and ship such textbook to the Purchasing Member, and the Purchasing Member agrees to Purchase and accept delivery of that textbook from the Selling Member, the parties use the Software to affirmatively confirm such agreement. Upon confirmation, Book Exchange Online credits the Selling Member's Account with one Exchange, and debits the Purchasing Member's account of one Exchange. Upon Confirmation, a Selling Member has a Shipping Window of 48 hours to ship the textbook, at the Selling Member's sole expense. The Selling Member then ships the textbook to the Purchasing Member preferably using the United States Postal Service Media Mail. Once the Selling Member ships the textbook with a shipping carrier, all rights, title, and interest in such textbook is passed along to the Purchasing Member to be used for the next quarter/semester. When the purchased textbook or textbooks are no longer needed the Member can then re-list the textbooks using the site to receive more Exchange credits.

(Section C) Membership. Book Exchange Online allows individuals that have agreed to this Member Agreement and have purchased a Membership through Book Exchange Online to trade freely for one year. During the Membership, a Member may use the Software to view lists of available textbooks, buy textbooks (trade), sell textbooks (trade), and browse the site to take advantage of any products or services. Members may not be permitted to use the Software if they do not agree to the Member Agreement and do not purchase a Membership. In the event that a Non-Member requests a textbook from a Selling Member, that Member must become a Member prior to consummating any Purchase transaction with a Member.

III. IDs and Passwords.

Book Exchange Online will provide you with such user IDs and passwords as may be necessary for you to access the Software. You agree that all such user IDs and passwords are the confidential information of Book Exchange Online and shall be maintained in strict confidence, and not disclosed to third parties without the Book Exchange Online's prior written authorization. You are authorized to use the user IDs and passwords only for accessing the Software for the Licensed Use (as defined herein) and for no other purpose. You, at your own expense, shall obtain, maintain, and operate suitable and fully compatible computer equipment, software, Internet connections, communication devices, and printers, that are required to access and use the Software. You shall assume full responsibility including expenses for remote connectivity necessary for the transmission of data and to access and use the Software.

IV. Grant of License; Use; Ownership; Use Restrictions and Monitoring.

(Section A) Grant of License. Subject to the terms and conditions of this Agreement and any other agreements between the parties, Book Exchange Online grants to you a non-exclusive, non-transferable, revocable license (License) to the access and utilization of the Software.

(Section B) Use. You may access the Software to make those uses outlined in Section B above only (Licensed Use). This Agreement does not convey to you any other interest in or right to the Software. No form of remote access to Book Exchange Online's computer system is permitted, other than as specified herein, and as authorized by Book Exchange Online from time to time in connection with the Licensed Use. You will have no right under this Agreement, whether or not Book Exchange Online is in breach of this or any other agreement, to receive the source code for the Software.

(Section C) Use Restrictions. You agree not to (I) access, copy, modify, rent, lease, sub-license, distribute, disclose, time-share or use the Software, or any portion thereof, except as expressly provided in this Agreement; (II) de-compile, reverse engineer, disassemble, attempt to disassemble, or otherwise reduce the Software to source code or any other human-perceivable form; (III) tamper with, bypass, or alter any security feature of the Software, or of Book Exchange Online's computer system; (IV) encumber or otherwise transfer or attempt to transfer the License to a party not authorized by Book Exchange Online; (V) violate the terms and conditions of this Agreement, the Terms of Use, the Privacy Policy or the Disclaimer; or (VI) use the Software to transmit any false, inaccurate, unlawful, harmful, threatening, abusive, harassing, unwanted, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law or standard or ethical practice in the industry, or cause, permit or enable others to do so collectively, Prohibited Conduct. The determination of a breach of this section shall be made by Book Exchange Online's sole and subjective discretion.

(Section D) Ownership. You agree that the Software, the Site, and any other software or materials developed for the Licensed Use collectively, Intellectual Property are proprietary to Book Exchange Online, and are protected by copyright, trademark, trade secret, and other laws; and that the Intellectual Property is the property of Book Exchange Online and/or third party licensors and all rights, title and interest in and to the Intellectual Property, including without limitation all copies, improvements, enhancements, modifications and derivative works of or based on the Intellectual Property, shall remain with Book Exchange Online and/or such third party licensors.

(Section E) Use Monitoring. Notwithstanding anything in this Agreement to the contrary, Book Exchange Online is not obligated to monitor your or any other user's use of the Software, including any communications transmitted through the Software; such responsibility rests solely with you, and you indemnify and hold Book Exchange Online harmless from any against any harm or liability, including attorneys' fees, arising out of any such act or omission by you. Book Exchange Online reserves the right, at any time, to monitor, review, retain, edit, delete and/or disclose any transmitted information as it determines necessary, in its sole judgment. Book Exchange Online reserves the right to monitor your use of the Software and to restrict or terminate your use of the Software in the event Book Exchange Online in its sole judgment suspects or determines that (I) your use of the Software exceeds the use that would be expected from a single Member; or (II) you are otherwise violating the terms and conditions of this Agreement, the Terms of Use, the Privacy Policy or the Disclaimer. Book Exchange Online reserves the right to create Book Exchange Online-controlled Member, or Affiliate Entity accounts for any purposes that Book Exchange Online in its sole judgment desires, including without limitation to monitor use or performance of the Software or to purchase or sell textbooks.

V. Changes to This Agreement.

Book Exchange Online may publish revisions, amendments, or other changes collectively, Changes to this Agreement from time to time and will provide the Changes to you by means of written notice including via email, publication on-line in connection with the Software and/or such other reasonable means that Book Exchange Online shall determine. Notwithstanding any other provisions of this Agreement, your continued access of the Software after written notice, publication on-line in connection with the Software and/or such other reasonable means that Book Exchange Online shall determine, shall serve as your agreement to abide by the Changes as if they were fully set forth herein. The Changes shall be deemed to be incorporated into this Agreement by this reference and you expressly agree and warrant that access to and all usage of the Software shall be in compliance with the Changes.

VI. Your Representations and Warranties; Indemnification.

(Section A) Your Actions. You represent and warrant that you will be solely responsible for all of your acts, as well as all acts under you control or allowance, including without limitation all: (I) representations as to the title, ISBN, description and condition of textbooks; (II) representations that textbooks will be shipped or have been shipped; (III) representations as to shipping and shipping confirmation for textbooks; and (IV) all communications with other Members and with Book Exchange Online. You agree and acknowledge that Book Exchange Online is not responsible or liable to anyone, including without limitation you, any Member, or potential user of the Software or any other party that may benefit directly or indirectly from your use of the Software, for your breach or anticipated breach of this Agreement.

(Section B) Your Representations and Warranties. You further represent and warrant that you shall: (I) not engage in any Prohibited Conduct; (II) have all right, title and interest to dispose of any textbooks that you offer for Sale, Sell or ship to Members , and that such offering for Sale, Selling and shipment does not violate any applicable laws or regulations; (III) have the full power and authority under all laws and regulations to transmit and receive any and all information that you may transmit and receive using the Software; (IV) not, at any time, employ deceptive, misleading or unethical practices that are or might be, in Book Exchange Online's sole judgment, detrimental to Book Exchange Online or other Software users, including without limitation making false, misleading or deceptive representations with regard to any textbooks you may offer for sale, sell or receive using the Software; (V) not infringe upon or cause the infringement of, or otherwise violate, the rights of any third party, including without limitation, any intellectual property, contractual or fiduciary rights; and (VI) only use Book Exchange Online Services for your individual, private, non-commercial benefit only.

(Section C) Your Indemnification of Book Exchange Online.

YOU WILL INDEMNIFY, DEFEND AND HOLD BOOK EXCHANGE ONLINE AND ITS EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, AGENTS, AND SUCCESSORS ASSIGNS COLLECTIVELY, THE INDEMNIFIED PARTIES HARMLESS AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, SUITS, COSTS, DAMAGES AND DISPUTES, INCLUDING ATTORNEYS FEES, ARISING FROM OR IN CONNECTION WITH (I) YOUR BREACH OF THIS AGREEMENT; (II) THE PROVISION OF OR CONTENT OF ANY INFORMATION THAT YOU PROVIDE TO BOOK EXCHANGE ONLINE OR ANY OTHER USER OF THE SOFTWARE; (III) YOUR USE OF ANY INFORMATION PROVIDED TO YOU BY BOOK EXCHANGE ONLINE; OR (IV) YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY CLAIMS PERTAINING TO YOUR USE OF THE SOFTWARE.

VII. Book Exchange Online Limited Warranty; Disclaimer; Limitation of Liability; Indemnification.

(Section A) Limited Warranty. Book Exchange Online shall use reasonable commercial efforts to maintain the availability of the Software during the term of this Agreement, except for scheduled downtime, but does not guarantee any specific level of availability.

(Section B) Warranty Disclaimer. With the sole exception of the limited warranty provided in this section, the software is provided "as is", without representation or warranty of any kind to you or any third party, including, without limitation, any express or implied warranties (I) of merchantability or fitness for a particular purpose; (II) of informational content or accuracy; (III) of non-infringement; (IV) of quiet enjoyment; (V) of title; (VI) that the software, along with any third-party hardware or software used in conjunction with the software, will operate error free, or in an uninterrupted fashion; (VII) that any defects or errors in the software will be corrected; or (VIII) that the software is compatible with any particular hardware or software platform. Efforts by Book Exchange Online to modify the software shall not be deemed a waiver of these limitations.

(Section C) Limitation of liability. You acknowledge that the obligations and liabilities of the indemnified parties with respect to the software are solely as provided in this agreement, and that your use of the software is at your own risk and you are responsible for the consequences of any use of the software, whether or not such use was consistent with the use license granted hereunder. You hereby release the indemnified parties from any and all liability of any kind whatsoever arising out of your use of or inability to access the software, including without limitation any liability relating to (I) your receipt or failure to receive textbooks that were to be shipped to you by other members; (II) the wrong books being shipped to you by other members; (III) your receipt of books that fail to match the conditions stated by other members, the determination of which you acknowledge is subjective; (IV) your disagreement with the single credit value assigned by Book Exchange Online to all textbooks; (V) the loss or damage in shipment of textbooks that were shipped to you by other members; (VI) any feedback provided to you by Book Exchange Online or by other members; (VII) the automatic renewal of your membership with Book Exchange Online; (VIII) your purchase of the wrong book; (IX) the availability or unavailability of any book that you seek to purchase; (X) fraudulent acts and/or transmissions by other members; and (XI) the content of any textbooks, which you may find offensive and/or inappropriate, over which you acknowledge that Book Exchange Online has no control. The indemnified parties shall not be liable to you or any third party for any loss of profits, loss of use, interruption of business, or any direct, indirect, incidental or consequential damages of any kind whether under this agreement, statute, regulation, common law precedent or doctrine, or otherwise, even if the indemnified parties were advised of the possibility of such damages or was negligent. In any event, the indemnified parties' liability under this agreement or otherwise shall not exceed the amount of any fees paid by you to Book Exchange Online for use of the software over the twelve (12) months immediately prior to the occurrence of the event causing such liability. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, the indemnified parties' liability is limited to the greatest extent permitted by law.

VIII. Term and Termination.

(Section A) Term. This Agreement shall commence upon the Effective Date and shall continue for twelve (12) months unless earlier terminated (Initial Term). Thereafter, this Agreement shall automatically renew for subsequent twelve (12) month periods each, a Renewal Term, contingent upon your timely payment of membership fees. The Initial Term together with all Renewal Terms (if any) shall each be referred to herein as a Contract Period and collectively, the Term.

(Section B) Termination. This Agreement may be terminated at any time by either party. In the event you elect to terminate this Agreement, you shall not be entitled to a prorated refund for the remainder, if any, of the then-current term. IN THE EVENT THAT THIS AGREEMENT IS TERMINATED FOR ANY REASON, ALL CREDITS IN YOUR ACCOUNT SHALL BE DELETED.

(Section C) Post-Termination. Upon the termination or expiration of this Agreement for any reason, Book Exchange Online provision of the Software, and your access to and use of the Software, shall automatically cease, and Book Exchange Online may disable any and all user IDs and passwords provided to you. Termination or expiration will not affect any rights, obligations or liabilities that arose prior to such termination or expiration.

IX. General.

(Section A) Assignment. You may not assign this Agreement without the prior written consent of Book Exchange Online. Subject to the foregoing/ this Agreement shall be binding upon and inure to the benefit of the parties/ their successors and permitted assigns.

(Section B) Viewing Outside the United States . Book Exchange Online makes no claims that the Services may be lawfully viewed or accessed outside the United States . Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside of the United States , you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

(Section C) Amendment. This Agreement may not be amended or modified except by Book Exchange Online in accordance with this Agreement. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (I) of such provision under other circumstances, or (II) of the remaining provisions hereof under all circumstances.

(Section D) No Agency. Nothing in this Agreement shall be deemed to establish an agency, partnership, joint venture, association or employment relationship between you and Book Exchange Online.

(Section E) Waiver. Notwithstanding any course of dealing or the failure to strictly enforce this Agreement, no term, right or condition hereof shall be deemed waived and no breach excused, unless such waiver and consent shall be in writing and signed by Book Exchange Online. No waiver of any breach shall constitute a waiver of any other breach.

(Section F) All references to currency and/or cash in this agreement are to United States dollars.

(Section G) Survival. Terms in IV, Section C & D, VI, VII, and IX shall survive termination of this Agreement.

(Section H) Jurisdiction and Venue. This agreement is entered into and granted in the State of Ohio and shall be governed by and construed in accordance with the laws of the State of Ohio, excluding any law or conflict of law principle that would apply the law of another jurisdiction. Exclusive jurisdiction for any dispute, controversy or claim arising out of or in connection with this agreement shall be only in the federal or state court with competent jurisdiction located in Ironton, Ohio. User consents to the exercise of personal jurisdiction by such courts in any such action. By accessing the software, you acknowledge that you have read the terms of this license agreement and agree to be bound by its terms. By checking "I Agree" and clicking "Submit", you acknowledge that you are duly authorized to enter into this license agreement.