TERMS AND CONDITIONS

This Subscription Agreement (“Agreement”) between the Subscriber (above) and Ingram Book Group LLC (“Ingram”) entered into and commencing on date of Subscriber’s signature (below) will remain in effect until canceled by either party as set forth under the terms of cancellation.  This Agreement will be governed by the laws of the state of Tennessee and shall be binding on the heirs, successors and assigns of both parties. This Agreement further governs the provision and use of Ingram metadata (“Data”) and related services (individually, a “Service”, and collectively, the “Services”) set forth in the attached schedules (each a “Schedule”).

The Data and Services shall at all times remain the property of Ingram. The Data supplied by Ingram is copyrighted by Ingram. No part of this Data may be duplicated in hard copy or machine readable form without prior written authorization from Ingram, except that Subscriber is granted a limited, non-exclusive non-transferable license solely to use the Data and Services in the course of its business at the location listed above.

Usage

This agreement limits the use of the Data and Services to such hardware configurations as are necessary to provide the services offered by the Subscriber to its clients or customers (Subscriber’s Services) and allows the use of the Data and Services for on line search and query systems appropriate to encourage the resale of products in the Data. Subscriber’s Services include but are not limited to an Internet website and/or mobile application. Subscriber will have terms and conditions on their Subscriber’s Services if Data and Services are used on the service that prohibits use of the Data in accordance with the limitations stated in this agreement.

This license shall not include and expressly prohibits the right to copy (except on a limited basis for sale of a product), distribute, or sell the Data or portions thereof. Such actions shall immediately terminate this agreement.

There are no warranties, expressed or implied, of the data or services furnished under this agreement. Ingram disclaims any implied warranty or merchantability or fitness for a particular purpose. Ingram also disclaims any claims that the Data and Services will be compatible for use with any other software.

The Data is gathered from many sources, so in some instances there may be inconsistencies. Ingram disclaims the completeness or accuracy of the information contained within the Data. Subscribers to updates of Images will receive jacket scans of new titles newly received and/or scanned by Ingram as a separate file.

Support

Ingram shall provide telephone support during normal business hours in order to document errors. At their option, but without obligation to do so, Ingram may furnish a new copy of the Data which incorporates the fix as well as other enhancements. Ingram does not guarantee the effectiveness of efforts to fix errors and does not warrant that all errors will be corrected.

Delivery

During the term of this Agreement, Ingram agrees to make available to Subscriber regularly published data updates as indicated by each Schedule. Ingram will make a reasonable effort to insure the timely delivery of updates

Billing

Subscriber agrees to pay Ingram a monthly subscription fee for the Data and Service updates as selected on the Schedules. Failure to pay for the Data and Service(s) will result in termination of this Agreement and Subscriber agrees to delete the Data and related materials as well as discontinue use of Service(s) within 10 days of notification of termination by Ingram.

Proprietary Rights

Ingram and Subscriber acknowledge that Ingram has proprietary rights in and retains title to the Data including update data, and that Subscriber acquires only license to the Data and Service(s) as set forth in this agreement. While this Agreement is in effect and thereafter, the Data, Service(s), and the information therein and related thereto are the property of and are proprietary to Ingram. Subscriber shall safeguard, preserve, and protect all information relating to the Data and Service(s) and all parts thereof, from being disclosed, distributed, released or otherwise made available by its agents, employees, customers or other persons who have access to the Data other than as permitted under this Agreement.

This provision will survive this Agreement and shall be in full force or effect for so long as Subscriber has access, custody, control of the Data and/or Services, updates, adaptations, or other materials derived from the Data.

Modification or Cancellation

Subscriber may cancel this Agreement by providing 30 days written notice of intent to cancel. An annual review of the Agreement will be made to adjust fees for increases. Ingram may cancel this Agreement upon 30 days written notice to the Subscriber.

Ingram may modify the format of the Data with 30 days written notice to the Subscriber. Upon termination of this Agreement Subscriber will cease using the Data and Service(s) and remove from any and all sites Data that was provided and destroy the Data and cease accessing the Service.