1. Overview of This Agreement.

1.1. Introduction.

Welcome to TextbookX.com (the "Site"), an online buying and selling community provided by Akademos, Inc. ("Akademos" or "we"). This User Agreement (this "Agreement") lists the terms and conditions of the Agreement between you (this means "you" the user and a "member" of this community.) and Akademos for the buying and selling of books, any software that we may provide to you ("Software"), and all other services offered on this Site (collectively, the "Services"). By checking "I agree" below, you accept the terms and conditions of this Agreement and willingly choose to become a member of this Site.

1.2. Modification.

If Akademos changes this Agreement, we shall post a revised version of this Agreement, which shall automatically replace the terms and conditions provided herein. The revised version of the Agreement is automatically effective 15 days after it is initially posted on the Site. Your continued use of this Site and its Services following Akademos' posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms and conditions of this Agreement or any revised version of this Agreement, please do not use this Site or the Services.

2. Who Are We and What We Do.

2.1.

This Site matches members who want to buy items ("Buyers") with members who want to sell items ("Sellers").

3. How to Become a Member of this Site.

3.1.

In order to become a member of the Akademos community, or this Site, you must be at least 18 years old and a United States citizen or legal resident. You may only use the Services if you can legally enter into and form binding contracts. For example, minors are not allowed to use the Services. Only qualified members may use the Services offered.

3.2.

All Buyers and Sellers must become registered members of this Site. We consider registration necessary in order to deter fraud. To register, you must provide your real name, postal address, telephone number and email address. To become a Buyer you must provide valid credit card information. To become a Seller, you must provide valid credit card and bank account information. For certain Sellers we may require a tax identification number or a social security number. Registration data is kept private in accordance with the terms of this Agreement and Akademos' Privacy and Security Policy. When you register with us, you authorize Akademos and its agents, suppliers or subcontractors to make any inquiries necessary to evaluate your credit information. This may include a small authorization for the purposes of validation only, obtaining a credit report, performing other credit checks, or obtaining address verification from state motor vehicle departments or other sources. When we confirm the validity of your credit card number and other registration information, we will not charge your credit card at that time.

3.3.

We will provide you with the ability to create a member name and password to access the Site and use the Services. Member name and password data is kept private in accordance with Akademos' Privacy and Security Policy. However, beyond the Site you are solely responsible for maintaining the security of your member name and password. You should not disclose your member name or password to any other person, because you are responsible for any action taken under your member name or password.

4. How to List a Item as a Seller.

4.1.

If you would like to sell items on this Site, you must become a member and then list the item(s) on this Site under the ISBN that can be found on the title page of the book, you may not list it under a different ISBN. In the process of listing the item(s), the Seller assigns a price and describes the quality of each item in accordance with the Seller Pricing and Quality Rating Policy. If the item is not contained within the Akademos database, a Seller may have the opportunity to list the item's specifications and/or provide an image of the item.

5. Finding a Matching Item and Issuing an Offer as a Buyer.

5.1.

A member who wants to buy an item first scans the Site for items listed by Sellers that match the items desired by the Buyer. Once the Buyer finds a matching item the Buyer submits an "offer," indicating a willingness by the Buyer to purchase the item at the listed price, as well as paying the applicable shipping and handling costs. This offer is made in the form of a completed purchase transaction in the Akademos shopping cart.

5.2.

When an offer is made, the Buyer authorizes his/her credit card to be charged an amount equal to the listing price, including all shipping charges, of all items the Buyer is purchasing. The authorization will remain on the Buyer's credit card until the sale is completed or the order is cancelled.

6. Seller's Confirmation of the Offer.

6.1.

Once the Buyer makes an offer and the Buyer's credit card is authorized to be charged, the Seller receives a notification that a sale has been made and is provided with a link to a confirmation tool which will allow the Seller to acknowledge the order and affirm availability. The Seller must confirm the order within two (2) business days.

6.2.

Upon confirmation, the Seller will be sent an electronically generated shipping label with the Buyer's name and address filled in. This label may be printed and used for shipping purposes; however, the Seller must still bring the labeled package to a United Stated Postal Service mailing center, pay for postage, and mail the item(s). The Seller is required to ship the item(s) directly to the Buyer within one (1) business day of confirmation as stated in our Shipping Policy. You will need to update tracking through your account in order to be paid.

6.3.

If the Seller refuses the Buyer's offer or fails to confirm within two (2) business days, then the offer is cancelled. The Buyer is released from any obligation to the original Seller and is free to buy a similar item from another Seller on the Site.

7. Completing the Sale Transaction.

7.1.

After confirmation that the Seller is shipping an item, the Buyer's credit card is charged for the sale price of the item, including shipping costs. AT NO TIME IS THE BUYER'S CREDIT CARD INFORMATION PROVIDED TO THE SELLER. The Seller is paid for the sale according to the Seller Payment Policy.

7.2.

Upon the Buyer's receipt of the item from the Seller, if a Buyer is dissatisfied with any part of the purchase the Buyer must follow the rules for dispute resolution set forth in our Buyer Protection Policy.

7.3.

After the sale is completed, we ask Buyers to rate Sellers according to our Seller Rating Policy. We make this information available to all visitors and members of the Site.

7.4.

As a Seller and/or Buyer, you have certain obligations. As a Seller, you agree to sell your items at the prices you list, provide accurate descriptions of your items and confirm and ship items in accordance with the guidelines listed in our Shipping Policy. As a Buyer, if a problem or dispute arises after shipment of an item, you must initiate Buyer/Seller Communication according to the Buyer Protection Policy to attempt to resolve the problem. Whether you are a Buyer or a Seller, you agree to work actively with the other party to your transaction to resolve any disputes. Akademos does not act as the agent of either party in any dispute and does not have the responsibility for resolving disputes.

8. Your Relationship to Akademos.

8.1. Permission.

You, as a Buyer, grant Akademos permission to charge your credit card for the purchase of items offered for purchase. You, as a Seller, grant Akademos permission to credit your bank account for sales and/or charge your credit card for disputes resolved against you. Credits to a Seller's bank account will be made through an automated clearinghouse network (direct deposit). Upon completion of a Seller's first marketplace sale, Akademos will authorize the Seller's credit card in the amount of $0.01 (one penny) for the purposes of validation only. No charges will be made to the card, and the authorization will be released within one week. Akademos reserves the right to periodically repeat this process, with the understanding that we will never charge any amount for the purpose of credit card validation.

8.2. Grant of license.

For the purpose of promoting and facilitating the sale and purchase of items that you list for sale, you grant to Akademos a non-exclusive, transferable, sub-licensable, worldwide, paid-up, royalty-free right and license to reproduce, modify, adapt, publish and display on the Site and on the sites of our parent, subsidiaries and marketing associates, your descriptions and/or specifications of items listed for sale and the ratings you have given describing the condition of the items for sale and any images you provide. If we add your product specifications and/or images to our database, you grant to Akademos a perpetual, non-exclusive, transferable, sub-licensable, worldwide, paid-up, royalty-free right and license to reproduce, modify, adapt, publish and display on the Site and on the sites of our parent, subsidiaries and marketing associates, the specifications and/or images you provide.

8.3. Release.

The Site is a venue to allow members to offer, sell and buy items among themselves. Akademos is not involved in the actual transaction between Buyers and Sellers. As a result, we have no control over the quality, safety or legality of the items listed by Sellers, the truth or accuracy of the listings, the ability of Sellers to sell items or the ability of Buyers to buy them. We cannot ensure that a Buyer or Seller will actually complete a transaction. We are not a guarantor of any transaction nor are we an escrow company. Because Akademos is not involved in the actual transaction between Buyer and Seller, in the event that you have a dispute with one or more members, you release Akademos and our subsidiaries, affiliates, officers, directors, agents, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

8.4. Disputes.

In the event that you have a dispute with one or more member, you must utilize the Buyer Protection Policy to resolve the dispute.

9. Data Protection and Privacy.

9.1.

You and Akademos shall process personal data received under and/or in connection with this User Agreement each as a separate and independent controller. In no event will Akademos and you process personal data under and/or in connection with this User Agreement as joint controllers or in a controller-to-processor relationship. As such separate and independent controllers, you shall be individually and separately responsible for complying with the obligations that apply to you as a controller under applicable data protection laws.

9.2.

You shall comply with your obligations under applicable data protection laws (including but not limited to Regulation (EU) 2016/679 (EU General Data Protection Regulation "GDPR") and supplementing EU and local data protection laws. This includes, but is not limited to, the obligation to provide appropriate safeguards for the transfer of personal data to a third country or an international organization.

9.3.

You shall process personal data received from Akademos exclusively for the purpose(s) you received the personal data under and/or in connection with this User Agreement. You shall erase the personal data received under this User Agreement on request after 30 (thirty) days of the respective purpose(s) has/have been fulfilled. Any further processing of the personal data is not permitted except when legally required (e.g. if a retention obligation applies).

9.4.

Failure to abide by the aforementioned obligations may result in disciplinary action up to and including account suspension.

10. Prohibited Items.

10.1. Pornographic Materials.

You agree not to list, sell or buy any pornographic or obscene materials through the Site, directly or indirectly, and you agree not to use any names or other information found on or via this Site to do so.

10.2. Illegal Activity.

You agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site. You agree not to use or permit any one to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card or bank account information.

10.3. Stolen Property.

The sale of stolen property on Akademos is strictly forbidden, and violates state, federal and international law. Akademos strongly supports law enforcement efforts to recover stolen property that is listed on its Site, and urges the prosecution of those responsible for knowingly attempting to sell such items on Akademos. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies, governments, or other institutions.

10.4. Promotional or Extraneous Materials.

The Buyer name and address information is provided for the sole purpose of shipping the specific purchased product(s) and may not be used for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). You agree not to include in your shipment to Buyers any promotional or other material that is not provided or approved by Akademos. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than Akademos, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. The inclusion of extraneous materials in a shipment may offend or annoy Buyers and may negatively affect your Seller rating. If Akademos receives a complaint relating to your shipments regarding extraneous materials we may take any action that we deem appropriate in our sole discretion, including without limitation issuing a warning, immediately terminating any pending sales, or immediately terminating your access to our marketplace. You agree not to separately contact any member beyond the shipment of purchases through the Akademos marketplace, unless the Buyer initiates such communication pursuant to the Buyer Protection Policy.

11. What happens if we think you have broken our rules.

11.1. Investigations.

We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a good, the source of a good, your acquisition of a good, the price you paid for a good, or the shipping information.

11.2. Violations, Termination and Suspension.

We may take any action that we deem appropriate in our sole discretion, including without limitation, issue a warning, recommend you edit a listing, or suspend or terminate access to the Site (i.e., deny access, and remove listings of items) if: (a) you breach this Agreement or the policies it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other members, or for Akademos. You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. Akademos is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this Agreement.

11.3. Disclosure of Information.

Fraudulent conduct may be reported to law enforcement in accordance with our Privacy Policy, and Akademos will cooperate to ensure that violators are prosecuted to the fullest extent of the law. Akademos also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties.

11.4. Making Adjustments.

You authorize us to withhold payment or charge your credit card accounts (or debit your bank account) for any amount you owe us if (a) a sale is cancelled for any reason; (b) an adjustment is made pursuant to our Buyer Protection Policy; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; or (d) you otherwise owe us a specific amount. If any of those things happen, we may also deduct from any amount we owe you, the amount you owe us.

12. Your Warranties to Akademos.

12.1.

For all items you list as the Seller, you warrant that your descriptions and/or images of the items accurately detail and describe the items offered for sale.

12.2.

You represent and warrant that any information or image you provide to us, to other members, or to visitors (a) is not false, inaccurate, misleading, obscene, trade libelous, defamatory, unlawfully threatening or unlawfully harassing; (b) is not fraudulent and does not involve the sale of counterfeit or stolen books; (c) shall not contain child pornography; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage or interfere with any system, data or personal information.

12.3.

You agree to indemnify and hold Akademos, and its parent (if applicable), subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Akademos, and its parent (if applicable), subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions.

13. NO WARRANTY.

13.1.

AKADEMOS PROVIDES THE SOFTWARE, SITE AND SERVICES ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. AKADEMOS MAKES NO WARRANTY WITH RESPECT TO THE SOFTWARE, ITEMS OR THE MANUFACTURER OF ITEMS, OR WITH RESPECT TO THE SERVICES AKADEMOS PERFORMS, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED, AND AKADEMOS EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

13.2.

AKADEMOS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT AND SPECIAL DAMAGES) WHICH MAY RESULT FROM THE MANUFACTURE, OFFER, PURCHASE, SALE, DISTRIBUTION OR USE OF ITEMS.

13.3.

AKADEMOS'S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY ONE ELSE IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) $100, AND (B) THE TOTAL DOLLAR AMOUNT OF ALL FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION ALLEGEDLY GIVING RISE TO LIABILITY.

13.4.

YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

13.5.

Some states do not allow the limitation of liability, so the foregoing limitations may not apply to you.

13.6.

You agree that Akademos is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold Akademos, and its parent (if applicable), subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by Akademos that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of Akademos as a reseller of books.

13.7.

Akademos reserves the right at any time to modify (including moving your items to product categories different from the one you listed) or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any services under this Agreement.

14. We own the Intellectual Property Rights to our Site.

14.1.

You acknowledge and agree that (a) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") is and shall remain our sole property, and (b) nothing in this Agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of Akademos' rights in such Intellectual Property.

14.2. Copyright (c), Akademos, Inc.

The Software and the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of Akademos or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of Akademos and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

15. Additional Terms of this Agreement.

15.1. Notices.

Except as expressly stated otherwise, all notices to Akademos shall be sent to the email addresses provided on the Site (e.g., webmaster@akademos.com). Our street address is 200 Connecticut Avenue, Norwalk, CT 06854. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provide to us during the registration process. Such notice shall be deemed given one (1) business day after the email is sent.

15.2. Governing Law; Arbitration.

This Agreement shall be governed by and interpreted in accordance with the law of the State of Connecticut, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Fairfield County, Connecticut, U.S.A., under the then-current rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered in any court of competent jurisdiction. In the event Akademos alleges that you have infringed or threatened to infringe our Intellectual Property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the state courts in Fairfield County, Connecticut and the federal courts located in Connecticut State, U.S.A. Should either party file an action contrary to this provision, the other party may recover attorneys' fees and costs up to $1000.00 (USD).

15.3. Responsibility for Taxes.

Akademos reserves the right to collect sales tax for exchange purchases and to require tax identification numbers from sellers. The foregoing notwithstanding, Buyers and Sellers are responsible for all tax related issues that may arise.

15.4. Miscellaneous.

This Agreement (and all and policies incorporated by reference) constitutes the entire Agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Akademos, which we can refuse. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers, subcontractors and co-brand associates are third-party beneficiaries of this Agreement.