Terms of Use

The following terms and conditions ("Terms of Use") apply to any use of the Online Retail Store (as that term is defined below) and any purchase from the Online Retail Store. The terms “User”, "You", "Your", and "Yours" refer to the user/customer utilizing our Online Retail Store to purchase services or merchandise ("Product") or to browse our Online Retail Store. The terms “Retailer”, "We", "Us" and "Our" refer to [Exquiro], Inc. and its parents, subsidiaries, or affiliates. By visiting any area, downloading any software (including applications developed by Retailer or third parties), or placing an order on the Online Retail Store, You accept, without limitation or qualification, these Terms and Conditions. If You do not agree to these Terms of Use, please do not use the Online Retail Store.

1. DEFINITIONS

“Blio e-Reader” means the software application licensed by Retailer to be used to display Digital Content to Users on their electronic reader devices.

“Content” means the content available at the Online Retail Store, including Digital Content.

"Digital Content" means digital Content, such as eBooks, digital magazines, digital newspapers, digital journals and other periodicals, blogs, applications (including applications developed by Retailer or third parties), and other digital Content as determined by Retailer from time to time from and through the Online Retail Store.

“Interactive Services” means interactive services on the Online Retail Store. The scope of these services may change from time to time, with or without notice. A User is using Interactive Services if the user views or participates in a book club, posts a review, sends a customer comment, creates a list, creates a profile, submits any User Created Content or otherwise participates in any interactive feature.

"Interactive Services User" means any User that uses Interactive Services.

“Online Retail Store" means Retailer’s electronic storefront through which a User can shop for Product and Digital Content or other items offered by Retailer or third parties and manage the User’s Digital Content and account settings.

“Software” means the Blio e-Reader, other software and information available on the Online Retail Store, and the digital rights management included with certain Digital Content.

"User Created Content" means any information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material that a User posts, publishes or communicates through the Interactive Services.

 

2. LICENSES AND RESTRICTIONS
Retailer grants the User a limited, nonexclusive, revocable license to access and make personal, non-commercial use (unless User has a business relationship with B&T) of the Online Retail Store. Additional terms and conditions apply to the use of the Blio eReader.

Unless otherwise expressly agreed by Retailer in writing, a User may not:

 

Any unauthorized use of the Online Retail Store, the Content, the Product or any portion or derivative thereof shall terminate any license or permission granted by B&T.

3. TRADEMARKS
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Marks”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Marks, contained on the Online Retail Store and in the Blio e-Reader is owned, controlled or licensed by or to B&T, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. All rights not expressly granted to User or to another third party are reserved to B&T. The Marks of Retailer and any entity providing Content or Product to Retailer(“Retailer Providers”) may not be used without prior written consent of Retailer or Retailer Providers, as the case may be.

4. CONTENT
Proprietary Rights
User acknowledges that the Online Retail Store contains Content, including Digital Content, as that term is defined herein, that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content, including Digital Content, is or may be copyrighted as a collective work under the U.S. copyright laws, and Retailer owns a copyright in the selection, coordination, arrangement, and enhancement of such Content on the Online Retail Store. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any such Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, exclusive of Digital Content and the Blio e-Reader, provided that the copies are made only for User's personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content, including Digital Content and the Blio e-Reader, protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right. In addition to the foregoing, use of any software Content shall be governed by these terms and any software license agreement accompanying such software.

Digital Content

Retailer offers Users the ability to purchase or download Digital Content. Retailer grants Users a limited, nonexclusive, revocable license to access and make personal, non-commercial use of the Digital Content in accordance with these Terms of Use and the copyright laws of the United States and other jurisdictions.

 

Users may generally browse, preview, or search Digital Content without having to purchase or download the Digital Content. In order to be able to purchase and/or download Digital Content, a User must first open a Online Retail Store account; provide valid credit card information and the User's billing address to Retailer as stated in Section 5; and install the Blio e-Reader onto their computer or electronic reading device(s), if the Blio e-Reader is not already preloaded. User’s license to download and make personal, non-commercial use of the Blio e-Reader is a non-exclusive, revocable license solely for the purpose of downloading, purchasing, accessing, reading and using Digital Content, all subject to the terms of the Blio End-User License Agreement, as amended from time to time.

 

There may be separate end user license agreements a User may need to accept in connection with specific hardware or software the User may use to interact with the Blio e-Reader. Such User’s failure to accept and agree to the terms of those agreements may prevent, restrict and/or limit the User’s ability to use the Blio e-Reader.

 

Your purchased Digital Content will be stored in, or accessible from, Your content library at the Online Retail Store. You can access Your content library by signing into Your Online Retail Store account. You may also transfer the Digital Content from Your content library to no more than a total of five (5) other electronic devices that You own. You may not transfer the Digital Content from one electronic reading device to another without maintaining the applicable digital rights management solution for that Digital Content. You may not bypass, modify, defeat or circumvent any of the security features, special rules or other applications that protect the Digital Content.

 

As a User, you may establish a Online Retail Store account. Digital Content is only available for purchase by Users with a credit card that has a United States billing address. By opening a Online Retail Store account for Digital Content, You represent and warrant to Retailer that you reside in the United States and that You are capable of entering a contract under the laws in effect in the United States.

 

Retailer reserves the right to modify or discontinue the offering of any Digital Content at any time. If certain Digital Content becomes unavailable prior to download but after purchase, a User’s sole and exclusive remedy is the refund of the purchase price paid for such Digital Content. Some Digital Content may not remain available for re-download from a User’s content library, if for example, the publisher of the Digital Content no longer retains the rights or other licenses, consents or permissions to that Digital Content. Digital Content already downloaded to a User’s device[s] will not be affected.

Unless otherwise stated by Retailer in writing, the Content and the Product are copyrighted work of Retailer Providers, which reserve all rights in and to the Content and the Product not expressly granted in these Terms of Use. Retailer or Retailer Providers own the title, copyright, and other intellectual property rights in the Content and the Product. Users must not remove or obscure any copyright or other proprietary notices that appear on the Content or the Product.

 

Without prior express written consent of Retailer and/or Retailer Providers, a User may not (i) modify, alter, duplicate, reproduce, copy, disseminate, distribute copies of, disassemble, reverse engineer, emulate, decompile, tamper with, prepare derivative works based on, or commingle with other third party content the Blio e-Reader, other Software, or Digital Content, including any digital rights management features and software; (ii) create derivative works from or of the Blio e-Reader, Content, or Products; (iii) bypass, modify, tamper, defeat or circumvent any of the security components, special rules or other applications that protect the Blio e-Reader, other Software or Digital Content; (iv) use any robot, spider, data miner, crawler, scraper or other automated means to access or index the Content, the Product or any portion thereof, including but not limited to any metadata associated with the Digital Content; (v) rent, loan, sell, lease, license, sublicense, transfer, transmit, network, forward, reproduce, display, distribute, publish, or otherwise make any of the Content or Product available to any third party; or (vi) post the Content or Product to Usenet, or any third party website, or provide the Content or Product to others by any other means, such as an intranet system, a public or private hosting service, peer-to-peer sharing, or RSS feeds.


Third-Party Content
Unless expressly stated in writing by Retailer otherwise, Retailer is a distributor and not a publisher of Content, including Digital Content, supplied by third parties and Users. Retailer has no editorial control over such Content. Retailer is not obligated to review Content, including Digital Content and User Created Content. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content, including Digital Content and User Created Content, expressed or made available by third parties, including any other User, are those of the respective authors or distributors and not of B&T, unless expressly stated otherwise. Retailer does not make any representation, warranty or guarantee on the accuracy, completeness, or usefulness of any third party Content unless otherwise expressly stated. Under no circumstance shall Retailer be liable for any loss, damage or harm caused by a User's reliance on information obtained through the Online Retail Store. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of the information, opinions, advice, or Content, including Digital Content and User Created Content, available through the Online Retail Store.

 

5. SALES TERMS
Prior to the purchase of any Product or Content on our Online Retail Store, a User must provide Retailer with a valid credit card number and associated payment information including all of the following: (i) User’s name as it appears on the card, (ii) User’s credit card number, (iii) the credit card type, (iv) the date of expiration and (v) any activation numbers or codes needed to charge your card. By submitting that information to B&T, User hereby agrees that User authorizes Retailer to charge User’s card at Retailer’s convenience but within thirty (30) days of credit card authorization. Retailer may require additional credit verification or information before accepting any order.

 

User is responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes.

 

Your receipt of an order confirmation does not signify our acceptance of Your order, nor does it constitute confirmation of Retailer’s offer to sell. Retailer reserves the right at any time after receipt of Your order to accept or decline Your order for any reason. Retailer further reserves the right any time after receipt of Your order, without prior notice to You, to supply less than the quantity You ordered of any Product or Content. If an order consists of multiple tangible or hard copy items, they may be shipped separately depending on availability. Your order will be deemed accepted upon transmittal or shipment of the Product or Content by B&T.

 

Products and Content and may be purchased while supplies last. The items offered for sale on the Online Retail Store contain descriptions that are provided directly by the publisher, manufacturer, developer or distributor of such item. Retailer does not represent or warrant that the description of the items offered for sale on the Online Retail Store are accurate or complete. If You purchase an item from Retailer that is not as described on the Online Retail Store, Your sole and exclusive remedy is to return such item for a refund pursuant to the returns policy stated herein.

 

Except as expressly states in these Terms of Use, all sales of Digital Content are final after the Digital Content has been downloaded to User. Retailer will accept the return of Your purchase of tangible or hard copy Product only in its original condition with the manufacturer's shrink-wrap intact within 20 days of shipment date. Upon receipt of Your return we will credit your credit card the amount paid for the product less shipping charges. All returns must be accompanied by a copy of the packing list included with the Product. You are responsible for the cost of shipping a returned product to B&T. Retailer will not accept returns with freight charges due.

 

With the exception of Digital Content, the risk of loss and title for all Product purchased via the Online Retail Store pass to the User upon delivery of the item to the carrier.

 

6. PRICES
The price for an item on the Online Retail Store may differ from the price shown in a User's shopping cart — it is possible that such price may increase or decrease between the time the item is placed in a shopping cart and the time that the purchase is actually made. On rare occasions, an item may be priced incorrectly on the Online Retail Store. If the price for the item on the Online Retail Store is incorrect and is actually higher than the price provided at the time of purchase, then, at the sole discretion of B&T, Retailer may either (i) contact the User for instructions before shipping or downloading the item or charging the User for such item; (ii) cancel the order for such item and notify the User of such cancellation; or (iii) ship or download the item at the incorrect price to the benefit of the User.

Please note that this policy regarding prices applies only to items sold and shipped or downloaded by B&T. Any purchases of Product and/or Content or from any third-party sellers on the Online Retail Store may be subject to different policies in the event of an incorrectly priced item.

7. AGE OF USERS
Retailer’s products and services are marketed for and directed towards purchase by adults or with the consent of adults. Individuals under the age of 18 ("Minors") are not permitted to use the Online Retail Store or Retailer websites without the supervision of a parent or legal guardian. Furthermore, Retailer does not knowingly collect or solicit personal information from children under the age of 13 or knowingly allow such persons to register for an online account or to post personal information online. Should Retailer learn that someone under the age of 13 has provided any personal information to or on the Online Retail Store or any Retailer website, Retailer will remove that information as soon as possible.

8. RIGHT TO TERMINATE USERS
Retailer may issue a warning, temporarily suspend, indefinitely suspend or terminate any User's right to use or access all or any part of the Online Retail Store including any account thereon, without notice, for any reason in Retailer’s sole discretion, including without limitation violation of the Terms of Use, Retailer’s belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, B&T, any Retailer Provider or another User.

9. PASSWORDS AND ACCOUNT SECURITY
In order to purchase and download Product and Content, including Digital Content, you must enter your ID and password to authenticate your account. Every User that has an account on the Online Retail Store is responsible for (i) keeping his or her account password confidential and secured, (ii) avoiding unauthorized access to such User's computer; and (iii) keeping the e-mail address associated with that account current (User acknowledges that it is important to keep the e-mail address associated with his or her account current because although the User may be able to log into his or her Online Retail Store account using an old e-mail address, such User will not receive messages from Retailer about his or her orders and inquiries or other matters).

User accepts full responsibility for all activities that occur within such User's Online Retail Store account or within the Retailer Interactive Services.

10. USER CREATED CONTENT AND USER INTERACTION
This Section 10 applies to the activities of persons who are using Interactive Services on the Online Retail Store. Interactive Services may be used only for lawful purposes in accordance with these Terms of Use. If You are using any Interactive Services, and post, publish or communicate any User Created Content, please choose carefully the information that You post and/or provide to other Users. User is prohibited from posting on or transmitting through the Online Retail Store any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.

 

Retailer reserves the right, in its sole discretion, to reject, refuse to post or remove any posting or other User Created Content (including private messages) by You, or to deny, restrict, suspend, or terminate access to all or any part of the Interactive Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Retailer reserves the right, in its sole discretion, to remove Your profile and/or deny, restrict, suspend, or terminate Your access to all or any part of the interactive community services for any reason.

If You become aware of misuse of the Interactive Services, including any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violates any applicable law, please notify Retailer at the following email address: customerservice@exquirofulfillment.

Notwithstanding the foregoing, Retailer assumes no responsibility for ongoing monitoring of the Online Retail Store or for removal or editing of any User Created Content, even after receiving notice. Retailer assumes no liability for any action or inaction with respect to conduct, communication, or User Created Content within the Interactive Services.

The Retailer online Interactive Services are not designed for use by Minors. No children under the age of 13 are permitted to register or create user profiles; and individuals ages 13 through 18 must participate in the Interactive Services only under the supervision of a parent or legal guardian.

You may not post User Created Content that: involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden page or images (those not linked to or from another accessible page); solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph or video of another person that You have posted without that person's consent; circumvents or modifies, or attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Online Retail Store; involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; covers or obscures the banner advertisements on your personal profile page; involves any automated use of the Online Retail Store, such as, but not limited to, using scripts to add friends or send comments or messages; interferes with, disrupts, or creates an undue burden on the Online Retail Store or the networks or services connected to the Interactive Services; impersonates or attempts to impersonate another Interactive Services User, person or entity; uses the account, username, or password of another Interactive Services User at any time or discloses Your password to any third party or permits any third party to access your account; sells or otherwise transfers Your profile; uses any information obtained from the Online Retail Store in order to harass, abuse, or harm another person or entity, or attempting to do the same.

Interactive Services Users may upload to or otherwise submit to Retailer for distribution on the Online Retail Store only (i) User Created Content that is not subject to any copyright or other proprietary rights restrictions; or (ii) User Created Content in which the owner or licensor has given express authorization for Retailer to distribute over the Internet. You may not upload, embed, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Any copyrighted or other proprietary User Created Content distributed with the consent of a copyright owner should contain a phrase such as "Copyright, owned by [name of owner]; used by permission." Retailer is entitled to presume that all User Created Content conforms to the foregoing requirements. The unauthorized submission of copyrighted or other proprietary User Created Content is illegal and could subject the User to personal liability for damages in a civil suit as well as criminal prosecution. Interactive Services Users assume all liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from an unauthorized submission or submission of User Created Content. Retailer assumes no liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from any User Created Content.

 

By submitting User Created Content within the Interactive Services, Interactive Services Users automatically grant, or represent and warrant that the owner or authorized licensor of such User Created Content has expressly granted Retailer the royalty-free, perpetual, irrevocable, right and license to use, reproduce, publish, translate, sublicense, copy, modify, delete, enhance and distribute the User Created Content in whole or in part worldwide and/or to incorporate such User Created Content in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such User Created Content.

11. NOTICES
User consents to receive electronic communications from B&T, whether addressed to the e-mail address associated with such User's Online Retail Store account or posted on the Online Retail Store. User acknowledges and agrees that any communication via e-mail or by postings on the Online Retail Store satisfies any legal requirement that such communications be made in writing.

12. INDEMNITY
User agrees to indemnify and hold Retailer and each Retailer Provider harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of such User's use of the Online Retail Store, the Blio e-Reader, breach of the Terms of Use or User's violation of any law or the rights of a third party.

13. DISCLAIMERS AND LIMITATION OF LIABILITY
Retailer is not responsible for and makes no warranties, express or implied, as to any Content or Product appearing on or accessed through the Online Retail Store, including without limitation, any Digital Content and User Created Content or the accuracy and reliability of the Product or Content, including Digital Content and User Created Content, posted on or sold through the Online Retail Store, whether caused by Users of the Online Retail Store or by any of the equipment or programming associated with or utilized in the Online Retail Store, including the Blio e-Reader. Content and Product, including Digital Content and User Created Content, does not necessarily reflect the opinions or policies of Retailer or Retailer Providers. Profiles and third party applications created and posted by Users on the Online Retail Store may contain links to other websites. Retailer is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by B&T. Inclusion of any linked website on the Online Retail Store does not imply approval or endorsement of the linked website by B&T. When You access these third party sites, You do so at Your own risk. Retailer takes no responsibility for third party advertisements or third party applications that are posted on or through the Online Retail Store, nor does it take any responsibility for the goods or services provided by its advertisers. Retailer is not responsible for the conduct, whether online or offline, of any User.

 

Retailer assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. Retailer is not responsible for any problems or technical malfunction of the Blio e-Reader, or any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Online Retail Store.

 

Under no circumstances shall Retailer be responsible for any loss or damage, including personal injury or death, resulting from use of the Online Retail Store, from any Product or Content, including Digital Content and User Created Content, posted on or through the Online Retail Store, from the Blio e-Reader, or from the conduct of any Users of the Online Retail Store.

The Online Retail Store, the Product, and all Content are provided by Retailer and Retailer Providers on an "as is" and "as available" basis. To the fullest extent permissible by applicable law, each Retailer Provider disclaims all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

Without limiting the foregoing, neither Retailer nor any Retailer Provider makes any representation or warranty of any kind, express or implied: (i) as to the operation of the Online Retail Store, or the information, Product, Content, including Digital Content and User Created Content, the Blio e-Reader, and materials or products included thereon; (ii) that the Online Retail Store or the Blio e-Reader will be uninterrupted or error-free; (iii) as to the accuracy, completeness, reliability, or currentness of, or the results to be obtained from, any information, Product, Content, including Digital Content and User Created Content, service, the Blio e-Reader, or merchandise provided through the Online Retail Store; (iv) as to the non-infringement of any third party rights of the Online Retail Store, the Product, the Content, and the Blio e-Reader; or (v) that the Online Retail Store, its servers, the Blio e-Reader, Content, including Digital Content and User Created Content, or e-mails sent from or on behalf of Retailer are free of viruses, scripts, trojan horses, worms or other harmful components. Any material or data obtained through the use of the Online Retail Store, the Product, and/or the Content is at Your own discretion and risk and User understands that it will be solely responsible for any resulting damage to its computer system or loss of data.

 

With respect to Product or Content related to the medical field, User acknowledges that medicine is an ever-changing science. As new research and clinical experience broaden knowledge in the field, changes in treatment and drug therapy are required. In view of the possibility of human error or changes in medical sciences, neither Retailer nor Retailer Providers warrant that the information contained in the Product or the Content is in every respect accurate or complete, and they are not responsible for any errors or omissions or the results obtained from the use of such information. Users are encouraged to confirm the information obtained in the Product and the Content with other sources. For example, and in particular, Users are advised to check the product information sheet provided in the package of each drug they plan to administer to be certain that the information contained in the Product and/or Content is accurate and that changes have not been made in the recommended dose or in the contraindications for administration. This recommendation is particularly important in connection with new or infrequently used drugs. Neither Retailer nor Retailer Providers shall be liable to any User or to anyone else for any inaccuracy, delay, interruption of service, error or omission, regardless of cause, or from any damages resulting therefrom.

Retailer does not guarantee the continuous, uninterrupted or secure access to the Online Retail Store, the Blio e-Reader, or any related services. The operation of the Online Retail Store and the Blio e-Reader may be interfered with by numerous factors outside the control of B&T.

Under no circumstances shall Retailer or any Retailer Provider be liable for any damages that result from the use of or inability to use the Online Retail Store, including but not limited to reliance by a User on any information obtained from the Online Retail Store or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access to Retailer’s records, programs, or services. User hereby acknowledges that this paragraph shall apply to all Product and Content, including Digital Content and User Created Content, the Blio e-Reader, merchandise, and services available through the Online Retail Store.

Neither Retailer nor any Retailer Provider will be liable for any indirect, incidental, special or consequential damages arising from the use of the Online Retail Store, the Blio e-Reader, or the purchase or download of any Product or Content, including Digital Content, or product therefrom, even if Retailer or any Retailer Provider have been advised of the possibility of such damages.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a User, some or all of the above disclaimers, exclusions, or limitations may not apply to such User, and such User may have additional rights.

14. U.S. GOVERNMENT RIGHTS

User agrees that by installing, copying, or otherwise using the Software and the Online Retail Store that: (i) User does not reside in a country subject to embargo or export controls by the U.S. Government; (ii) User is not on the List of Denied Persons as published by the U.S. government; and (iii) User will not use the Software or the Online Retail Store for any illegal purpose. Because the Software, the Online Retail Store, and related technical data are subject to U.S. export controls, User agrees that User shall not upload, export or "re-export" (transfer) the Software or any Content, including Digital Content and User Created Content, unless User has complied with all applicable U.S. export controls.

 

The Content, Products, and Software are “commercial items,” "commercial computer software" and "commercial computer software documentation" as defined in the U.S. Federal Acquisition Regulation and the U.S. Defense Federal Acquisition Regulation Supplement, with the same rights and restrictions customarily provided to end users.


15. SEVERABILITY
The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

 

16. WAIVER

The failure of Retailer to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision, nor shall any course of conduct between Retailer and you or any other party be deemed to modify any provision of these Terms of Use.

17. APPLICABLE LAW; JURISDICTION
The laws of the State of New York will govern the Terms of Use, without giving effect to any principles of conflicts of laws.

Each of Retailerand User agrees to submit to the nonexclusive personal jurisdiction of the courts located within New York County, New York, United States and waives any objection to the laying of venue of any litigation in said courts.

18. DISPUTE RESOLUTION
Any claim or controversy at law or equity that arises out of the Terms of Use or the Online Retail Store (each a "Claim"), shall be resolved through binding arbitration conducted by telephone, online or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Alternatively, at Retailer’s sole option, a Claim (including Claims for injunctive or other equitable relief) may be adjudicated by a court of competent jurisdiction located in New York County, New York.

Any Claim shall be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise.

You are solely responsible for Your interactions with other Users. Retailer reserves the right, but has no obligation, to become involved in any way with disputes between You and other Users.

Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation (including but not limited to any claims, counterclaims, cross-claims, or third party claims) arising out of, under or in connection with these Terms of Use. Further, each party hereto certifies that no representative or agent of either party has represented, expressly or otherwise, that such party would not in the event of such litigation, seek to enforce this waiver of right to jury trial provision. Each of the parties acknowledges that this section is a material inducement for the other party entering into these Terms of Use.

19. DIGITAL MILLENNIUM COPYRIGHT ACT.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by B&T, including Digital Content and User Created Content, infringe your copyright, you (or your agent) may send Retailer a notice requesting that the material be removed or access to it blocked. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Retailer to locate the material on the Online Retail Store; (d) the name, address, telephone number and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Retailer a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this website should be sent to:

Baker & Taylor
2550 West Tyvola Road
Suite 300
Charlotte, NC 28217
Attention: Chief Financial Officer
With a copy to: Legal Department

Retailer suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

20. COMPLIANCE

Retailer reserves the right to take steps Retailer believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that Retailermay preserve any transmittal or communication by you with Retailer or any third party through the Online Retail Store or otherwise. You agree that Retailer has the right, without liability to you, to disclose any such transmittals or communications and any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as Retailer believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use or any applicable law.

 

21. ADDITIONAL TERMS AND CONDITIONS
In addition to the provisions in these Terms and Conditions, the following Privacy Policy is incorporated herein:

Privacy Policy (also accessible via a link on the bottom of the Online Retail Store homepage)

 

22. HEADINGS

Headings used in the Terms of Use are for reference only and shall not affect the meaning of any terms.

23. ENTIRE AGREEMENT
The Terms of Use, including all documents referenced herein, represents the entire understanding between User and Retailer regarding User's use of the Online Retail Store and the purchase of any Product or Content therefrom, and supersedes any prior statements or representations.

24. MODIFICATION
Retailer reserves the right to make changes to the Online Retail Store, posted policies and Terms of Use at any time without notice or liability. These terms were last revised on [February 2012].