This Seller Participation Agreement ("SPA") governs your access to and use of www.alibris.com, (the "Site") and the Alibris selling services operated through the Site and through Alibris' Business Partners (the "Services"). The Services include sales through use of the Site, any other Alibris websites, and the websites of any Alibris business partners including but not limited to Amazon.com, Barnes&Noble, BookQuest, Blackwell UK, Books-A-Million, BetterWorldBooks, eBay/Half.com, Chapters/Indigo, Ingram, and TextbookX/Akademos ("Alibris Business Partners"). You must read, agree with and accept all of the terms and conditions of this SPA and the Alibris Policies and Procedures located at Policies and Procedures incorporated herein by reference, before you become an Alibris Seller. If you do not accept these terms and conditions, then you should not use the Services. We may change the SPA and Policies and Procedures occasionally, so please check this page , the Policies and Procedures page, or the home page of the Seller Hub periodically to ensure that you are aware of any changes. Changes will be effective when posted on the Seller Hub part of the Site and will be posted there for thirty (30) days. Your continued use of the Services means you have accepted the revised SPA. If you don't agree with the changes made, do not continue to use the Services. The list of Alibris Business Partners may also change from time to time, and we may at any time modify or discontinue the Services, temporarily or permanently, with or without notice, or liability to you. We have no obligation to monitor your access to and use of the Services, but we do have the right to do so, to ensure your compliance with the SPA, applicable laws or orders of a court, or other government body.

1. Who Can Sell:

You must be able to lawfully enter into and form contracts under applicable law, to become an Alibris Seller. Unfortunately, you cannot be an Alibris Seller if you are a minor. When registering to use the Services you agree that the registration information you provide, including your name, address, phone number, e-mail address and payments information are true, accurate, current and complete. Additionally, you agree to fill a minimum of 85% of orders placed with you through Alibris or its Business Partners.

2. Items for Sale:

As a Seller, you warrant that the items you post for sale, and any related information will not: (i) be counterfeit, stolen, illegal, fraudulent, or illegally reproduced (ii) be obscene or contain pornography, (iii) be defamatory or libelous, unlawfully threatening or harassing, (iv) infringe any third party's copyright or other proprietary rights, or (v) contain any viruses, Trojan horses or other computer programming routines that may damage or interfere with the Services. Books that are moldy, badly stained, or unclean, are incomplete or have obscured text, and paperbacks without covers, should not be listed for sale unless specifically described as such. Books that are distributed for promotional use, including advance reading copies, uncorrected proof copies (until published) and photographed materials or unauthorized reprints may not be listed for sale. Prohibited International Edition Textbooks (see definition) may not be listed, unless the listing specifies that the books will be sold only to customers who do not reside in the U.S., Canada or Australia; Sellers may not use the Sparks, Nevada warehouse cross-docking service to ship Prohibited International Edition Textbooks (see definition) to addresses in the U.S., Canada or Australia, nor for any other materials that infringe these Terms of Use. Movies or music that are moldy, badly stained or unclean, or scratched or patched tapes, DVDs, CDs or vinyl may not be listed for sale unless specifically described as such. Movies or music that are incomplete or distributed for promotional use may not be listed for sale. Any items that are deemed unacceptable for sale by Alibris may be returned to you at your expense, or retained by Alibris and your sales credits may be debited. You agree to comply with all applicable laws relating to sale of the items you list, including but not limited to import and export laws and prohibitions on the sales, distribution or offering for sale of specific items.

3. Your License to Us:

As a Seller you grant a non-exclusive, irrevocable, perpetual, fully paid, royalty free, transferable, worldwide right and license to us, to use, reproduce, publish, translate, sublicense, copy, display and distribute, in whole or in part, any content you upload on the Site or a Business Partner site. You also certify that you have the legal right to distribute all photos, images and other content that you submit to Alibris and that the photos, images and content are not pornographic. Alibris is not granted the right to sell descriptions of books, movie or music items uploaded to its site.

4. Sales and Taxes:

You will sell the items to Alibris and its customers at the listed price less the Alibris discount, as described in the Policies and Procedures. By listing an item, you warrant to Alibris and its customers that you have the right and ability to sell the listed item, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. You agree that you are responsible for determining whether sales or use taxes apply to your sales transactions and Alibris has no responsibility in this regard.

5. Our Property:

You acknowledge that the Site and Business Partner's sites contain information, data, software, type faces and other material ("Content") that are protected by trademarks, trade names, service marks, copyrights, trade secrets and other intellectual property rights, which are and shall remain the sole property of Alibris, its Business Partners and their licensors. You may not modify, reproduce, delete, add to, publish, distribute or create derivative works of the Content.

6. How does this Agreement End?:

This SPA may be terminated immediately by either of us at any time with notice to the other party. We may, in our sole discretion, suspend your account (in whole or in part), for any reason, or any current sale, without notice or liability to you. Following termination, we will (i) remove your data from the Services and remit to you all outstanding monies owed to you at the time of termination, and (ii) you will fulfill all outstanding orders placed prior to termination.

7. Indemnity:

You agree to defend, indemnify, and hold harmless Alibris, its officers, directors, employees and agents, and its Business Partners from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Business Partner's site, or Services, or your violation of this SPA. The Site, and the Services are provided on an "as is" basis, without warranty or condition of any kind, whether express or implied. Without limiting the foregoing, Alibris explicitly disclaims all warranties, including but not limited to, warranties of merchantability and fitness for a particular purpose.

8. General Terms:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIBRIS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, OR SERVICES. YOU AGREE THAT OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SITE OR SERVICES IS LIMITED TO THE TOTAL DOLLAR VALUE OF THE ITEMS SOLD IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY. This SPA will be governed and construed in accordance with the laws of the State of California as applied to agreements made, entered into and performed entirely in the State of California by California residents, notwithstanding your actual residence. Both parties hereby submit to the personal jurisdiction of the federal and state courts located in Emeryville, CA, and further agree that any cause of action arising under this SPA shall be brought in such courts. Except as expressly stated otherwise, all notices to Alibris shall be sent to the email address provided on the site, sellers@alibris.com. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to Alibris during the registration process. Such notice shall be deemed given one business day after the email is sent. In the event that any provision of this SPA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of this SPA will not be deemed a wavier of such right or provision. This SPA sets forth the entire and final understanding and agreement of the parties, and supersedes and cancels all oral or written agreements or understandings between the parties.