Marketplace Services Agreement

The following describes the Use of Services agreement for any user of our Marketplace Services on the web sites of Akademos, Inc., including Akademos.com, TextbookX.com and affiliated school-branded TextbookX.com websites (collectively, “the Site”). The Marketplace matches members who want to buy items ("Buyers") with members who want to sell items ("Sellers").

Introduction

Welcome to the TextbookX.com Marketplace (the "Marketplace"), an online buying and selling Service provided by Akademos, Inc. ("Akademos", “us” or "we"). This Marketplace Agreement describes the agreement between you (this means "you" the user of the Site and a "member" of the marketplace 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 the Marketplace (collectively, the "Services"). By registering and/or listing or buying products on the Marketplace, you accept the terms and conditions of this Marketplace Agreement and willingly choose to become a member of the Marketplace.

Modification

We may notify you of changes to this Marketplace Agreement from time to time by changing the date at the top. Your continued use of the Marketplace and its Services following our posting of a revised Marketplace Agreement will constitute your acceptance of the changes. If you do not agree with the terms and conditions of this Marketplace Agreement or any revised version, please do not use this Marketplace or the Services.

Becoming a Member

In order to become a member and make use of the Akademos Marketplace, 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 registered members may buy and sell books on the Marketplace or otherwise use the Services.
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 Seller, you must additionally provide a valid credit card, which will be stored securely and must remain valid and up-to-date throughout the period in which you have active Marketplace listings. For certain Sellers, we may require a tax identification number or other additional information. Registration data is kept private in accordance with the terms of this Marketplace Agreement and our Privacy 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 authorization for a small amount 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, you will not incur any actual charge.

We will provide you with the ability to create a member name and password to access the Marketplace and use the Services. Password data is kept private in accordance with Akademos' Privacy and Security Policy. However, you are solely responsible for maintaining the security of your password outside of the Site, and you are responsible for any activity on your account or password, whether or not authorized by you.

Seller Listings

Once registered, Sellers will have the ability to post items for sale on the site. Saleable items are restricted to items listed in the Akademos catalog. All items listed for sale must match the Akademos listing exactly on an ISBN or UPC-basis: no substitutions are allowed.

During the posting process, Sellers will be able to set a base listing price for their item. Akademos reserves the right to make the item available to buyers at a price higher or lower than the base listing price; however, the amount we pay Sellers will remain the same.

Also during the posting process, Sellers will be asked to assign a condition value to each listing in accordance with the Seller Quality Rating Policy. Sellers must strive for accuracy in choosing this condition value; Buyers may request a refund based on items with conditions at least two condition values below the posted condition value. Akademos reserves the right of final and binding judgement on all such claims.

Seller Confirmation

Once a Buyer submits an order for a Marketplace item, and the Buyer's credit card or other form of payment is authorized to be charged, the Seller receives a notification and must then acknowledge the order and confirm availability. All new sales must be confirmed within three (3) business days of the first notification of sale, or they are subject to cancellation. Upon confirmation, the Seller will be granted access to an electronically-generated shipping label with the Buyer's name and address filled in. 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. If the Seller cancels the Buyer's order or fails to confirm it within three (3) business days, the order will be set to a canceled state, and the Buyer is released from any obligation to the Seller and is free to make other purchasing decisions. Akademos will not reimburse Sellers for sales canceled for these reasons.

Transaction Completion

After receiving confirmation that the Seller is shipping an item, the Buyer's credit card or other payment instrument is charged by Akademos 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. Upon receipt of the item from the Seller, Marketplace Buyers have three (3) days to register a complaint regarding the item. Complaints may be made if either a) the wrong item is received when comparing the item received and the ISBN or UPC listing shown on the Site at the time of purchase or b) the item is received in a condition that is at least two value levels below how it was listed at the time of purchase, according to the Seller Quality Rating Policy. A complaint will automatically put the Seller’s payment on hold and will appear in the Seller’s account as a request for refund. Buyers may also request a refund without registering a complaint. Refund requests not stemming from complaints may be granted at the discretion of the Seller. The Seller may grant a refund through the Seller’s account pages, and further coordination regarding the return of merchandise may be achieved through direct communication between the Buyer and the Seller through our Marketplace communication tools. Refund requests which stem from complaints must be resolved before payment is released to the Seller. Should a Seller fail to respond to a complaint within two (2) days of notification, Akademos has the right to grant the refund to the buyer and permanently close the pending payment to the seller. Should a seller dispute the complaint within the three day period, the matter will be resolved by Akademos customer service and may involve more time as the case is reviewed. You, as a Buyer or a Seller, grant Akademos the right to make a final and binding judgment for either party with regard to any dispute to which you are a party and to cooperate with Akademos in resolving any such dispute.

In cases where the Seller has already been paid for an item which must be refunded to the Buyer, either by Seller request or by a dispute judgment, Akademos reserves the right to reverse that payment, withhold future payments, or charge the Seller’s stored payment information to retrieve the necessary funds.

Seller Ratings

After a sale is completed, we ask Buyers to rate Sellers according to our Seller Rating Policy. Ratings can include a five star rating scale, as well as comments pertaining to the Seller’s performance. We make these reviews available to all visitors and members of the Marketplace. The seller’s individual star rating, which displays to Buyers and visitors to the Site, combines data beyond Buyer star reviews and is based on an internal, private algorithm which Akademos believes best captures the dependability of each Seller.

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 Marketplace and on the Marketplaces 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 Marketplace and on the Marketplaces of our parent, subsidiaries and marketing associates, the specifications and/or images you provide.

Release

The Marketplace is a venue to allow members to offer, sell, and buy items among themselves. Akademos does not receive or ship the actual goods exchanged 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. As a member, 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 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."

Prohibited Items

• Counterfeit Materials
  You agree to examine all materials before posting them for sale on our Marketplace, and not to post counterfeit materials. For the purposes of identifying counterfeit textbooks, you agree to utilize the information on http://stopcounterfeitbooks.com/how-to-identify-a-counterfeit-textbook/ to examine and remove books from listings that appear to be counterfeit. Please note that Akademos will periodically purchase and examine products from selected marketplace sellers to verify that they are not selling counterfeit materials.
• Pornographic Materials
  You agree not to list, sell or buy any pornographic or obscene materials through the Marketplace, directly or indirectly, and you agree not to use any names or other information found on or via this Marketplace to do so.
• Stolen Property
  The sale of stolen property on the Marketplace 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 Marketplace, and urges the prosecution of those responsible for knowingly attempting to sell such items. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies, governments, or other institutions.
• Promotional or Extraneous Materials
  The Buyer’s name and contact information is provided for the sole purpose of shipping the specific product(s) purchased 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 Marketplace or invites the Buyer to visit a Marketplace 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 .

Illegal Activity

You agree not to use this Marketplace 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 Marketplace. You agree not to use or permit anyone to use information provided through the Marketplace 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.

Use by Persons Located Outside the U.S.

We do not ship to addresses outside the United States. You acknowledge that the Sites and the Services are intended to be accessed and used by individuals located in the U.S. and that we make no representation that the Sites or the Services comply with the laws, including any privacy or data-protection laws, of any other jurisdiction.

What happens if your break our rules:

• Investigations
  We may investigate complaints and violations of our policies by any reasonable means. 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 of a good.
• 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 Marketplace (i.e., deny access and remove listings of items) if: (a) you breach this Marketplace Agreement or any of our other posted or linked policies; (b) you are unwilling to cooperate with our investigation of a reported or suspected violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability or other harm to you, to other members, or to Akademos. You agree that payments owing to you for sales made through this Marketplace 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 violation of this Marketplace Agreement.
• 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.

Making Adjustments

You authorize us to withhold payment or charge your credit or debit 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 dispute resolution 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. Additionally, we may enter a credit or debit entry to your credit or debit card account (or stored bank account information) in any amount necessary to pay you an amount we owe you or to correct an error.

Your Warranties to Akademos:

For 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. 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 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.

Limitation of Liability, Disclaimer of Warranties, Mandatory Arbitration, and Indemnification

Please review our Terms of Use for important information about the limits of our liability to you, our disclaimer of warranties, our mutual agreement to arbitrate disputes, and your obligations to indemnify us.

Taxes

Akademos reserves the right, to collect sales tax for exchange purchases on behalf of states where sales taxes are required to be paid for 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. 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.

Intellectual Property Rights to our Marketplace

You acknowledge and agree that our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") is and shall remain our sole property, and nothing in this Marketplace 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. Please see our Terms of Use for additional information about our rights and your obligations with respect to Intellectual Property.

Notices

Except as expressly stated otherwise, all notices to Akademos shall be sent to the email addresses provided on the Marketplace (e.g., [email protected]). 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.

Governing Law

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.

Miscellaneous

This Marketplace Agreement (and all 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 Marketplace Agreement will be valid or effective unless made in accordance with the express terms of this Marketplace Agreement. If any provision of this Marketplace Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Marketplace Agreement shall not be affected. You may not assign or transfer this Marketplace Agreement, or any of its rights or obligations, without the prior written consent of Akademos, which we may refuse in our sole discretion. Nothing in this Marketplace 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, and partner institutions are third-party beneficiaries of this Agreement.

Additional Information

Akademos, Inc.
200 Connecticut Ave
Norwalk, CT 06854