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General Terms and Conditions

Last Updated 2/14/2020

Welcome to Vindy. We’re happy you’ve chosen to utilize this powerful platform to buy and sell books and other merchandise in bulk to peer stores nationwide. This agreement covers both buying and selling on Vindy.

BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOUR INSTITUTION OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

As used in this Agreement, "we," "us," and "RB Marketplace, LLC" means RB Marketplace, LLC DBA Vindy, or any of its affiliates, and "you" means the applicant institution or business employing the applicant. Capitalized terms have the meanings listed in the definitions below.

  1. Enrollment.

    To begin the enrollment process, you must be invited by a peer and complete the registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your institution’s or your business' legal name, address, phone number and e-mail address. We may at any time cease providing the Services or any of them at our sole discretion and without notice.

  2. Term and Termination.

    The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you. We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by contacting support@vindyapp.com, and requesting account termination. Termination or suspension of a Service will not terminate or suspend any obligations related to outstanding orders, payments, etc.

  3. Service Fee Payments; Receipt of Sales Proceeds.

    You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide us with all required information including your business’ legal name, address, phone number and e-mail address. For orders that will be placed via credit card, valid credit card information will also be required. You will use only a name you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit authorizations from your credit card issuer, and to charge Your Credit Card for any sums payable by you to us. At Vindy's option, all payments to you will be remitted to you via check. For any amounts you owe us, we may (a) charge Your Credit Card, (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, (c) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, or (d) seek such payment or reimbursement from you by any other lawful means. If we discover erroneous or duplicate transactions, we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

    Receipt of Sales Proceeds by us on your behalf will satisfy the obligations owed to you by customers for Your Transactions. Upon payment of the Sales Proceeds a receipt indicating that payment has been made will be noted on your account. Our obligation to remit funds collected by us on your behalf will be limited to funds that we have actually received and that are not subject to chargeback or reversal, and that have cleared the 30 Day Disbursement Period.

  4. Representations.

    You represent and warrant to us that: (a) if you are a business or institution, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

  5. Indemnification.

    You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, refund, return or adjustments thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

  6. Disclaimer & General Release.

    1. THE VINDY SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE VINDY SITE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE VINDY SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.

    2. BECAUSE RB MARKETPLACE, LLC IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE RB MARKETPLACE, LLC (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) 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.

  7. Limitation of Liability.

    WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF RB MARKETPLACE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO RB MARKETPLACE, LLC IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

  8. Tax Matters.

    As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes, except to the extent RB Marketplace, LLC expressly agrees to collect taxes or other transaction-based charges in connection with a collection service made available by RB Marketplace, LLC and used by you. You agree to and will comply with the Tax Policies and the representations contained therein. All fees payable by you to RB Marketplace, LLC under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying RB Marketplace, LLC any of Your Taxes imposed on such fees.

  9. Confidentiality.

    During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to Vindy Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Vindy's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

  10. Force Majeure.

    We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

  11. Relationship of Parties.

    You hereby appoint us as your payment processing agent for the limited purpose of receiving Sales Proceeds on your behalf. Except as provided in the preceding sentence, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of RB Marketplace, LLC, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

  12. Use of Vindy Transaction Information.

    You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any Vindy Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Vindy Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an Vindy Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Vindy Transaction Information for any purpose, even if such information is identical to Vindy Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Vindy Site user.

  13. Suggestions and Other Information.

    If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Vindy Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

  14. Modification.

    We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Program Policies) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Vindy Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to our Terms and Conditions. YOUR CONTINUED USE OF A SERVICE AFTER VINDY'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.

  15. Password Security.

    You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

  16. Miscellaneous.

    The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Vindy or its affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court that is a Governing Court if your claims qualify and you or we may bring suit in the Governing Courts to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Vindy will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

    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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

    Vindy retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.

    Because Vindy is not your agent except for the limited purpose of receiving Sales Proceeds on your behalf, and providing Bin and Hold services per the customer’s delivery preference, Vindy will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

    We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program, or by any other means then specified by Vindy. You may change your e-mail addresses by updating your profile information in the Vindy Site. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communications relating to Vindy to our team at support@vindyapp.com.

    This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Program Policies, which Vindy may modify from time to time. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Service Terms

Buying and selling on Vindy is a Service that allows you to list products for sale on, and purchase products directly from the Vindy Site. It includes Bin and Hold services to facilitate consolidated deliveries.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information.
You will, in accordance with applicable Program Policies, and Required Product Information guidelines, provide in the format we require accurate and complete product information for each product that you make available to be listed for sale through the Vindy Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies ), defamatory or obscene materials. You may not provide any information for, or otherwise seek to list for sale on the Vindy Site, any Excluded Products.
S-1.2 Product Listing; Merchandising; Order Processing.
We will list Your Products for sale on the Vindy Site, and conduct merchandising and promote Your Products as determined by us. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and Vindy may make these ratings and feedback publicly available. We will provide Order Information to you for each sale of Your Products through the Vindy Site. We will also collect all Sales Proceeds as your payment processing agent for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Service Terms.
S-1.3 Shipping and Handling Charges.
For those of Your Products sold on or through the Vindy Site, we will determine the shipping and handling charges (and you will accept the charges as payment in full for your shipping and handling of such products).
S-1.4 Credit Card Fraud.
We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Your Product(s) that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer that has been charged for an order that we stop or cancel.

S-2 Sale and Fulfillment; Refunds and Returns.

S-2.1 Sale and Fulfillment.
You will: (a) source, sell, fulfill, ship and deliver Your Products in accordance with the terms of the applicable Order Information, these Service Terms, and all terms provided by you and displayed on the Vindy Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Vindy Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products (except to the extent prohibited by Law or this Agreement); (f) provide to Vindy information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).
S-2.2 Returns and Refunds.
You will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Vindy Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies. You will route all such payments through Vindy. We will provide any such payments to the customer (which may or may not be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Vindy Refund Policies and as required by Law, and in no case later than thirty (30) days following after the obligation arises.

S-3 Vindy Logistics Services.

S-3.1 Bin and Hold – Seller Responsibilities.
Any customer purchasing Your Products from the Vindy Site has the option to elect a Bin and Hold delivery. Upon such election, the Shipment Information will direct Your Products to be shipped to the Vindy Warehouse, where Your Products will be consolidated with other products for a single delivery to the customer. All corresponding Order Information and Shipment Information is made part of the order transaction, and you are responsible to fulfill the order per expected shipping timeframes as normal. Bin and Hold orders do not suggest a delay in your obligation to ship Your Products to the Vindy warehouse. Bin and Hold orders do not delay Sales Proceeds, however, if there are discrepancies in product quality, such discrepancies will not be discovered until the purchasing customer receives the Bin and Hold shipment which could result in a delayed refund transaction or other adjustment as necessary.
S-3.2 Bin and Hold – Vindy Responsibilities.
All Bin and Hold orders are consolidated in Clearfield, UT, and shipped to the purchasing customer within 5 days of the Bin and Hold Date. All such orders that a Bin and Hold shipment comprises are checked for product accuracy and quantity, but not for subjective condition of such products (for example, distinctions such as "good" or "like new" are not made by Vindy staff). Once consolidation is complete, orders are palletized and prepared for shipment by any shipping method deemed appropriate by Vindy.
S-3.3 Bin and Hold – Fees.
There is no service charge for Bin and Hold orders; however, an invoice for the direct cost of outbound shipping to the ultimate customer destination will be issued to the customer.
S-3.4 Drop Shipment.
Stores may, at their discretion, contact Vindy to have inventory purchased from online marketplaces drop shipped directly to their store location in lieu of the inventory being shipped to the Vindy warehouse. If your store does elect drop shipment, Vindy cannot guarantee the accuracy or condition of the product. While every effort will be made to ensure a complete and correct order arrives to your store, Vindy does not have control or influence upon what is sent from online sellers.

S-4 Problems with Your Products.

S-4.1 Delivery Errors and Nonconformities; Recalls.
You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
S-4.2 Supplemental Materials.
Inventory purchased on Vindy comes from online third-party vendors, which means supplemental materials such as access codes, lab manuals and CDs may be included with the textbook, but are not guaranteed.
S-4.3 Counterfeit Textbooks.
Vindy is simply a vehicle to help stores acquire textbooks via online marketplaces and other partners on the platform. It does not own any of the textbooks transacted to stores. As such, Vindy will attempt to verify the authenticity of all textbooks purchased through our platform. However, Vindy cannot guarantee each item’s authenticity. Vindy cannot and will not be held responsible for any textbooks deemed as counterfeit.

S-5 Compensation.

You will pay us the applicable Referral Fees; meaning 9% of the Sales Proceeds from Your Transaction through the Vindy Site at the time of Your Transaction; provided however, that Sales Proceeds will not include any shipping charges.

S-6 Remittance of Sales Proceeds & Refunds.

Except as otherwise stated in this Agreement upon request, we will remit to you any Sales Proceeds collected by us or our affiliates but not previously remitted to you as of the date of request, provided such Sales Proceeds have cleared the 30 Day Disbursement Period (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums.

S-7 Control of Site.

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Vindy Site and the buying and selling activities on Vindy (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the Vindy Site and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion.

S-8 Effect of Termination.

Upon termination of these Service Terms, all rights and obligations of the Parties under these Service Terms will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

Financing Terms - Vindy Line of Credit

At its discretion, Vindy may issue you a line of credit (the “Vindy Line of Credit”) which will allow you to purchase textbooks via Vindy using a Purchase Order instead of a credit card. If such line of credit is awarded, upon checkout you will have the option to purchase on PO and will be allowed to proceed without entering credit card information. The terms of the Vindy Line of Credit are as follows:

Amount

The amount of credit extended to you will be determined solely by Vindy and may be changed at any time, for any reason. Such amount will be entered into your Vindy account to be used during checkout. Any purchases in excess of the available line of credit will be charged to a credit card.

Repayment and Duration

In consideration for us making the Vindy Line of Credit available to you, you agree to repay any amount outstanding in full, plus Credit Fees, within 90 days of the purchase date. All purchases made using the Vindy Line of Credit must be paid in full within 90 days of the purchase date.

Credit Fees

Every purchase made using the Vindy Line of Credit will be assessed a flat 5% Credit Fee. By way of example, if you purchase $50,000 worth of inventory on purchase order, the total payment to Vindy, within 90 days, will be $52,500.

Security

You grant to Vindy a security interest in the purchase orders you create when you acquire inventory on Vindy using the Vindy Line of Credit. Further, you grant to Vindy a security interest in the gross proceeds from the sale of the textbook inventory (collateral) which was purchased using the Vindy Line of Credit. By no means shall the collateral alone be deemed equivalent in value to the amount outstanding, plus Credit Fees, and at no time will collection of proceeds from the collateral be considered payment in full, unless the collection of such proceeds is equal to the amount outstanding plus Credit Fees. Vindy and its affiliates and partners reserve the right to perfect their security interest to help assure that no other party, such as another creditor or a bankruptcy trustee, will be able to claim the same collateral in the event you become insolvent.

Statements and Statement Balances

Vindy will provide monthly statements with statement balances for any month in which an amount is outstanding.

Default Interest

If you fail to pay any amount outstanding to Vindy as required under this agreement, interest will accrue (both before and after judgment and without the need for notice or demand) on such amounts at the Default Rate of 18.00% per annum, until payment is received in full.

Definitions

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

"Agreement" means this agreement including general and service terms.

"Bin and Hold" means the consolidated logistics services described in section 3.

"Bin and Hold Date" means the date the customer chooses (at checkout) to receive the consolidated Bin and Hold shipment at their facility.

"Estimated Ship Date" means, with respect to any of Your Products for which you receive an order for, that Vindy requires fulfillment of such shipment within two (2) business days after the date on which the relevant order is placed by the customer.

"Excluded Products" means products set forth below:

  1. Alcoholic beverages;
  2. Cigars, cigarettes, or other tobacco products;
  3. Guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives;
  4. Any drug, vitamin, herbal product or similar substance that must be sold by a licensed pharmacist or that requires a doctor's or other health care provider's prescription as a prerequisite for purchase;
  5. Any product that contains ingredients regulated under applicable Law;
  6. 'Sex and sensuality' products;
  7. Loose gemstone products;
  8. Any jewelry (including watch) product for which you either are not an "authorized reseller" (as designated by the product's manufacturer or distributor), or do not provide to customers the manufacturer's standard warranty therefor;
  9. Products containing human growth hormone; and
  10. Any other types of products that in our discretion are not supported for sale through the Vindy Site.

"Governing Courts" means the state or Federal court in Salt Lake County, Utah.

"Governing Laws" means the laws of the State of Utah, United States together with the Federal Arbitration Act and other applicable federal law.

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Order Information" means, with respect to any of Your Products sold through the Vindy Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, educational institution, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all terms, conditions, policies, guidelines, rules and other information on the Vindy Site

"Purchase Price" means the total amount payable or paid for Your Product.

"Referral Fees" means the fees associated with selling on the Vindy Site as described in section S-6.

"Required Product Information" means, with respect to each of Your Products, the following (except to the extent expressly not required under Program Policies): (a) description; (b) ISBN and other identifying information as Vindy may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Vindy from time to time); (d) categorization within each Vindy product category and browse structure as prescribed by Vindy from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Vindy image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) ISBN, SKU and UPC/EAN/JAN numbers(and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).

"Sales Proceeds" means the gross sales proceeds from any of Your Transactions, including all shipping and handling, and other charges with respect thereto, including taxes to the extent specified in the applicable Tax Policies.

"Service" means each of the following services: buying on Vindy, selling on Vindy, and utilizing logistics services such as Bin and Hold.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment, shipment location, and delivery date.

"Vindy Site" means that URL www.vindyapp.com and any site that we make available from time to time.

"Vindy Refund Policies" is defined as any product being returnable to seller within 30 days of sale date or within 10 days of receipt, whichever is later.

"Vindy Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Vindy or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.

"Tax Policies" As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Agreement, you agree that Vindy is not obligated to determine whether taxes apply, and Vindy is not responsible to collect, report or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Your Credit Card" means the credit card you choose to store on file inside your profile within the Vindy Site.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items provided or made available by you or your affiliates to Vindy or its affiliates.

"Your Product" means any product that is made available for listing for sale, offered for sale, or sold by you through the Vindy.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives.

"Your Transaction" means any and all such transactions created through buying and selling on the Vindy Site.

"30 Day Disbursement Period" means that any Sales Proceeds will be made available for disbursement 30 days after the completion of the sales transaction.