|
Quick Links:
Author/Publisher Page | Register |
Add a Book/Product |
Contact SMB Books |
FAQ
SMB Books Reseller Membership Agreement
Updated October 2007
Note to
Authors/Publishers/Distributors:
This document is subject to
change. Your continued
participation constitutes your agreement to the new terms.
This Agreement contains the terms and
conditions for participation in the SMBBooks.com Reseller program.
1. General Terms
In this Agreement, "we", "our", "us", "SMB Books", and
"SMBBooks.com" mean SMB Books, a subsidiary of Great Little Book
Publishing Co., Inc., and "you" means you or your organization.
"Product" means any product that you agree to resell through the SMB
Books Reseller Program. The SMB Books Reseller Program is a very
simple reseller program. We purchase products from you at a discount
and sell them to the public. Your participation in the SMB Books
Reseller Program is governed by this Membership Agreement, and any
terms, conditions, policies, guidelines, and other information on
the SMBBooks.com website, each of which may be modified from time to
time. In the event of any conflicts between any of this information,
the terms of this Agreement control your participation.
2. Scope
SMBBooks.com may purchase Products from you at the terms stated in
this Agreement and sell or otherwise dispose of the Products to any
party worldwide through any website, seminar, event, give-away, or
other means deemed appropriate by SMB Books. SMB Books may advertise
or merchandise the Products as we see fit. We will determine, at our
sole discretion, the price at which we sell your Products to
customers.
3. Enrollment in the Program
To enroll in the Program, you must submit a complete Program
application, available online at www.smb-books.com and request that
at least one Product be submitted for our Editorial Board to review
and accept for Program registration. Participation in the SMB Books
Reseller Program is not automatic and acceptance of any Product is
subject to review by our Editorial Board.
4. Membership Fee
We charge a non-refundable one-time enrollment fee of $49.00 for the
SMB Books Reseller Program. You may pay this by credit card, check,
or other means approved by SMB Books. If your membership is canceled
or terminated, or if this Agreement is otherwise terminated for any
reason, you will not be entitled to any refund of the enrollment
fee.
5. Risk of Loss
The risk of loss for each Product will transfer to us only when we
accept the Product. We have accepted the Product if we do not notify
you in writing of rejection of the Product within ten (10) days
after it has been delivered to us. You will be solely responsible
for any loss of or damage to Product units that occurs prior to such
acceptance. This means you are responsible for shipping the Products
to us and for purchasing any insurance you think you need. Once we
take possession of a Product that we have ordered and accepted, we
will follow the terms of our purchase agreement. We will not be
liable for any Product you ship to us that has not been ordered,
even if we accept such Product. In all cases, our liability for
Products in our possession is limited to the amounts we agreed to
pay you and the exact quantities we ordered.
6. Rejection
Any Product you send to us may be rejected by us because it is
damaged, defective, not properly registered with the SMB Books
Reseller Program, lacking a bar code, not ordered by us, or it
otherwise fails to meet the requirements of the SMB Books Reseller
Program. At our discretion, rejected Products will either be (a)
destroyed without compensation to you, or (b) returned to you at no
cost to us.
7. Purchase and Payment
We may from time to time submit a purchase order for your Product.
Legal title to each unit of Product automatically transfers to us at
the time we accept it after delivery from you. We pay for all
Product units purchased on terms of 30 days from acceptance, in
arrears. Because you can easily track all shipments to us, we do not
provide inventory information.
8. Customer Returns to Us
We retain ownership of Products that are returned by our customers,
and we may store those Products in our company-owned inventory. We
reserve the right to fulfill customer orders for Products from our
inventory of returned Products before we purchase or order
additional Products from you.
9. License in Collateral Information
You grant to SMBBooks.com a nonexclusive, royalty-free, worldwide,
perpetual, irrevocable license to use, reproduce, perform, display,
distribute and prepare derivative works from the "Collateral
Information", which means all available information about each
Product, including, without limitation, packaging art, graphics and
text (such as that depicted on the cover, jacket, jacket flaps, and
spine); promotional photographs and descriptions, author bios,
blurbs Library of Congress information, title page information,
tables of contents, indices, complete Product descriptions, reviews
and any other materials relating to the Product. Collateral
Information does not include the literary or artistic content
contained within the Products, such as the text of a book or the
recording or musical compositions in a CD.
10. Representation and Warranties
You represent and warrant to us that (a) you hold valid legal title
to all Products and all of the rights necessary to distribute the
Products to us and to otherwise perform this Agreement; (b) you have
the full power and authority to grant the licenses and rights set
forth in this Agreement, and you do not require the approval or
consent of anyone else to do so; (c) your sale of Products to us,
and our marketing and resale of them, will not violate any contract
by which you are bound or any applicable law or regulation; (d) all
Products that you deliver to us will be new and in good and
merchantable condition; and (e) neither the Products, nor our
marketing and resale of them, will violate or misappropriate any
copyright, trademark, trade secret or other intellectual property
rights of any third party. You will replace or accept the return of
any Product that does not comply with these representations and
warranties upon our request and at your cost.
11. Indemnification
You will defend, indemnify, and hold harmless SMBBooks.com, its
affiliated companies, and their owners, officers, directors,
employees, and agents against any claim, loss, damage, judgment,
settlement, cost, expense, or other liability (including, without
limitation, attorneys' fees) arising out of or relating to (a) the
Products; (b) your alleged breach of any representations or
warranties contained in this Agreement; or (c) Collateral
Information and any other information, content, or representations
or warranties you provide to us (collectively, "Claims"). Any lawyer
that you use to defend any Claim must be approved by us. If at any
time we determine that any Claim might adversely affect us, we may
take control of the defense, at your cost in accordance with this
paragraph. You may not enter into any settlement or consent to the
entry of any judgment without our prior written consent, which we
will not withhold unreasonably.
12. Revisions; Continued Use
We reserve the right to change any of the terms and conditions
contained in this Agreement, or the policies, guidelines, or other
information on our web sites, at any time and in our sole
discretion. YOUR CONTINUED MEMBERSHIP IN THE SMB BOOKS RESELLER
PROGRAM AFTER THE POSTING OF ANY CHANGES CONSTITUTES YOUR ACCEPTANCE
OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS
AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE
TERMS HEREIN.
13. Term
a. Commencement. The term of this Agreement begins when you receive
your notice of acceptance into the SMB Books Reseller Program and
ends when terminated by either party.
b. Termination. Either party may terminate this Agreement at any
time, with or without cause, by giving thirty (30) days written
notice of such termination. Both parties must continue to fulfill
all obligations of this Agreement up to the effective date of
termination.
c. Following any termination, SMBBooks.com may continue to market
and sell all Products we have accepted or, at our option, we may
return any or all Products ordered from you and accepted within the
last sixty (60) days from the date of the written termination
notice. Such Products will be offered at 90% of the price we paid
for them.
d. All provisions that reasonably may be construed as surviving the
expiration or termination of this Agreement will survive.
14. Relationship of Parties
You and SMBBooks.com are independent contractors, and nothing in
this Agreement creates any partnership, joint venture, agency,
franchise, sales representative, or employment relationship, or any
kind of exclusive relationship, between the parties. We reserve the
right to purchase items from other sources, even if they are similar
or identical to your Products, and the right to fulfill customer
orders from inventory purchased outside of the SMB Books Reseller
Program, whether from you or from third parties.
15. Limitation of Liability; Disclaimers
We are not liable for indirect, special, or consequential damages or
any loss of revenue, profits, or data arising in connection with
this Agreement or the SMB Books Reseller Program, even if we have
been advised of the possibility of such damages. Further, our
aggregate liability arising with respect to this Agreement and the
SMB Books Reseller Program will not exceed, at any time, the total
amounts paid to you under this Agreement during the previous 3-month
period.
16. Taxes
You are responsible for properly reporting all amounts paid to you
through this program to the appropriate taxing agencies, including
but not limited to local, state, federal, and special districts. You
are responsible for all taxes on amounts paid to you. All such taxes
are your responsibility and for your account.
17. Miscellaneous
a. This Agreement is governed by the laws of the State of
California. In any action to interpret or enforce this Agreement,
the prevailing party will be entitled to reimbursement of attorneys'
fees and costs.
b. You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent. Subject to that
restriction, this Agreement will be binding on, inure to, and be
enforceable against the parties and their respective successors and
assigns.
c. We will send all notices and other communications to you at the
address you listed in your SMB Books Reseller Program application.
You must send all notices and other communication relating to the
SMB Books Reseller Program to us by using the Contact form on the
www.smb-books.com web site, or by our mailing address, found on the
www.smb-books.com web site.
d. This Agreement represents the entire agreement between the
parties with respect to the SMB Books Reseller Program and
supersedes all other oral or written agreements and understandings.
### |
