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BookSell Retailer Terms of Service
Booksell, LLC ("BookSell") owns and operates the website located at www.BookSell.co ("Website"), the BookSell Platform (as defined below), and the BookSell application available on Shopify, WooCommerce, and other providers (the "BookSell App"). These terms of use apply to all Retailers (as defined below) who use the Service.
By registering as a Retailer on the BookSell Platform you indicate your acceptance of these Retailer Terms. If you do not accept these terms, then do not use the BookSell Platform or the Services as a Retailer. These Retailer terms may be amended or updated by BookSell from time to time without notice and may have changed since your last visit to the Website or use of the BookSell Platform. It is your responsibility to review these Retailer Terms for any changes. Your use after any amendments or updates of these terms of use shall signify your assent to and acceptance of such revised terms. Any new features that may be added to this website from time to time will be subject to these Terms of Use, unless stated otherwise. You should visit this page periodically to review these terms of use.
If you are agreeing to these terms of use on behalf of an entity, you hereby represent and warrant that you have all necessary permissions and authority to agree to these terms of use and to bind the entity to its terms. In order to use the BookSell Platform and the Services, you may be required to provide certain information, including personal information. All personal information you provide will be treated in accordance with the BookSell Privacy Policy, the terms of which are incorporated by reference into this agreement.
BookSell Subscription Service Terms
1. Definitions and Interpretations
Definition: For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
"Agreement" means the Sign-Up Form and these Retailer Terms (as updated from time to time);
"Dropshipped" and "Dropshipping" means sending Products directly from a Supplier or Distributor to an End Customer on behalf of a Retailer;
"End Customer" means an end customer of a Retailer to whom any Products are to be Dropshipped;
"Item Cost" means the cost that BookSell (through a Distributor) or Supplier lists against the Products as being the price that BookSell shall charge Retailers for selling such products, exclusive of transaction fees, taxes, and shipping costs.
"MSRP" means the minimum suggested retail price, being the price that Supplier or Distributor may recommend to Retailers as the sale price for Products to End Customers.
"Sign-Up Form" means the online sign-up or registration form completed by Retailer which refers to these terms, and which may set out certain commercial terms such as the term, fees, and features of the Service to be delivered to Retailer;
"Personal Data" means any information or data that alone or together with any other information related to an identified or identifiable natural person ("data subject"), or data considered to be personal data under Privacy Laws. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
"Metadata" means the structured information or data that provides details about the Products listed on the BookSell Platform. This includes all Product details (title, authors, publisher, ISBN or EAN, edition, MSRP, format, language, categories, etc.), inventory data, marketing information, imagery and media, and other important details.
"Privacy Laws" means any law, statute, directive, or regulation, including any and all legislative and/or regulatory amendments or successors thereto, regarding privacy, data protection, information security obligations, and/or the processing of Personal Data (including without limitation the General Data Protection Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as amended or superseded from time to time).
"Products" means Supplier's or Distributor’s products listed by Supplier or BookSell through the Service, including without limitation those specified in the Sign-Up Form (if any) and as may otherwise be updated by BookSell or Supplier from time to time in accordance with the terms of this Agreement.
"Retailer" means the entity registering as "Retailer" through the Sign-Up form, where the entity wishes to receive Dropshipping services from Suppliers or Distributors in accordance with these terms.
"Retailer Order" means an order by a Retailer for Products from Supplier or Distributor submitted through the BookSell Platform.
"Services" means the services offered by BookSell and subscribed for by Retailer under the Master Agreement;
"Shipping Price" means the fee listed on the BookSell Platform by Supplier or BookSell (through a Distributor) for Dropshipping any Products to End Customers;
"BookSell Platform" means BookSell’s online, web-based marketplace platform and linked e-commerce platform application that allows Retailers to offer products from suppliers or Distributors who have partnered with BookSell, which products are to be dropshipped by such suppliers or Distributor to the End Customer;
"Supplier" means a supplier who has subscribed to the BookSell Platform, primarily for the purpose of using the BookSell Platform as a marketplace for retailers to list supplier products on their online store and having those products Dropshipped by that supplier to that Retailer’s End Customers.
"Supplier Profile" means Supplier’s profile on the BookSell Platform, which may be available for Retailers to view and on which Suppliers may detail information regarding the Supplier, its location, its terms of supply, Processing Time, Shipping Time, and such other information as BookSell may permit or require from time to time."Term" has the meaning given in Section 11.1;
“Distributor” means a corporate distributor who has an agreement with BookSell, primarily for the purpose of allowing BookSell to publish Distributor products through the BookSell Platform for retailers to list those products on their online store and having them Dropshipped by that distributor to that Retailer’s End Customers.
"Total Fees" means, in respect of a Retailer Order, the aggregate of the Item Cost for all Products ordered, the Shipping Price, and transaction fees that BookSell, Supplier, or Distributor may impose and any applicable sales, added value or similar taxes; and
"User" means an employee, contractor, or agent of Supplier who is authorized by BookSell to use the Service, and who has been supplied a user account and password by BookSell for the Service. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word "including" or the phrase "e.g.," in this Agreement shall mean "including, without limitation," throughout this Agreement; (c) all dollar amounts are expressed in United States dollars (USD) unless expressly provided otherwise on the Sign-Up Form. Headings and the division of this Agreement into articles and sections are for convenience of reference only and shall not affect the interpretation hereof. If there is any conflict or inconsistency between the terms in the various parts of this Agreement, these Terms will take precedence.
2. Marketplace and License Terms
BookSell Platform as a Marketplace. The BookSell Platform is an online marketplace that enables retailers to access Products from Distributors (made available on the BookSell Platform by BookSell) and Suppliers (published on the BookSell Platform by Suppliers) for Retailers to view, list on the Retailer’s own online stores, and sell directly to End Customers on the basis of the products being Dropshipped by the supplier or distributor. As the provider of the BookSell Platform, BookSell does not purchase, sell, resell, provide, control, manage, offer, deliver, supply, or Dropship any Products. If a Retailer orders a Product to be Dropshipped by Supplier, Retailer and Supplier are entering into a contract directly with each other. Additional terms required by a Supplier or Distributor may be published on the BookSell Platform, or as otherwise communicated between Retailer and Supplier. BookSell is not and does not become a party to or other participant in any contractual relationship between Retailers and Suppliers. BookSell is not acting as an agent in any capacity for any Retailer nor for the Supplier.
Provision of Service. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement, BookSell shall make the Service available to Retailer during the Term for use in Retailer’s business on a non-exclusive, non-transferable basis.
Use Guidelines. Retailer shall not:
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Service available to any third party;
(b) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
(c) attempt to gain unauthorized access to the Service or its related systems or networks; or
(d) disclose any benchmarking or results of the Service to third parties without BookSell’s prior written consent.
Restrictions. Retailer shall not (and shall not allow any third party to):
(a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service;
(b) circumvent any user limits or other timing or use restrictions that are built into the Service;
(c) remove any proprietary notices, labels, or marks from the Service;
(d) frame or mirror any content forming part of the Service; or
(e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions, or graphics of the Service.
Metadata restrictions. Retailer may not copy, distribute, license, sell, or otherwise transfer any Metadata and other related materials received from BookSell (“Metadata”). Upon termination of any agreement permitting Retailer’s use of the Metadata, Retailer must delete the Metadata, including removing the same from all Customer’s internal systems, databases, backups, and external websites. All rights and licenses granted to Retailer to use the Metadata shall cease immediately upon termination. BookSell may request a written certification that all Metadata that is in Retailer’s possession or control has been destroyed to its satisfaction.
Service Changes by BookSell. BookSell reserves the right to alter, suspend, or discontinue the Service or the BookSell Platform at any time and for any reason or no reason without any liability to Retailer. In such cases, BookSell will endeavor to give notice of such changes. The Service may also be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. BookSell may periodically add or update the information and materials on the BookSell platform without notice.
3. Retailer Responsibilities
The Pricing. Retailer is free to determine the price that it charges for such Products to its End Customers, unless Minimum Advertised Pricing has been set by Distributor (through BookSell) or Supplier. BookSell shall only charge Retailer the aggregate of the Item Cost for all Products ordered, the Shipping Price and transaction fees that BookSell may impose, and any applicable sales, value added, or similar taxes.
Product Information provided by Suppliers or Distributors. When listing Products available through the BookSell Platform, Retailer may display any information or images listed by Suppliers or Distributor with respect to such Products. However, BookSell makes no warranty, representation, or covenant as to the accuracy, completeness, or sufficiency of such information or whether such information is in compliance with any legal, statutory, or regulatory requirements, and expressly disclaims any and all responsibility in respect of any information made available by Suppliers or Distributor through the BookSell Platform.
Images. Pictures, animations, or videos (collectively, "Images") uploaded to the Service in respect of the Products must accurately reflect the quality and condition of the Products. BookSell reserves the right to require that Products have a minimum number of Images of a certain format, size, and resolution. All Images must be original with no watermarks or text. Supplier shall use all reasonable endeavors to comply with BookSell’s policies on Images as communicated by BookSell to Supplier from time to time. Suppliers give BookSell and BookSell Retailers the right to use such images for sales and marketing purposes.
Retailer Profile. Retailer shall complete all the required fields on the Retailer’s Profile. Retailer is responsible for all content posted and activity that occurs under Retailer’s account.
4. Service Terms
Provision of Service. Conditioned on the terms and conditions of this Agreement and payment of the Fees, BookSell shall make the Service available to Retailer during the term of the Retailer’s subscription and provide basic support to Retailer in respect to Retailer’s permitted use of the Service. Retailer acknowledges and agrees that the Service may be unavailable at times during the Term because of:
(a) planned downtime; or
(b) any unavailability caused by circumstances beyond BookSell's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within BookSell’s possession or reasonable control, and denial of service attacks.
Retailer Responsibilities. Retailer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. Retailer agrees to use the Service solely for lawful purposes only. In this respect, Retailer may not, without limitation:
(i) use the Service to manage any illegal operations,
(ii) use any type of spider, virus, worm, Trojan horse, time bomb, or any other codes or instructions that are designed to distort, delete, damage, or disassemble the technology underlying the Service (including BookSell’s proprietary software and apps which may be available for download on the Website),
(iii) use the Service to send any unsolicited commercial communication not permitted by applicable law;
(iv) endanger any part of any system or Internet connection of BookSell or any third party through the use of The Service; or
(v) infringe any applicable laws (including without limitation any Privacy Laws)when using the Service or in respect of information collected by Retailer through the use of the Service. Retailer agrees to comply with any and all Privacy Laws applicable to its use of the Service and its processing of Personal Data. In the event that Retailer processes any Personal Data of a data subject resident in the European Economic Area, the terms of BookSell’s Data Processing Addendum (as set out on the Website) shall apply.
Service Limitations. The Service is not a back-up service and accordingly, BookSell will not be responsible for any lost data due to server crashes or other events outside BookSell’s reasonable control.
Incremental Services. From time to time, additional BookSell or third-party functionality(such functionality being deemed not to be part of the Service) may be made available by BookSell to Retailer and which additional functionality may be purchased by Retailer for additional fees in accordance with any additional terms and conditions specified by BookSell
5. Retail Orders
Contract between Retailer and Supplier. Where Retailer submits a Retailer Order through the BookSell Platform for Products listed as available, Retailer and Supplier are entering into a legally binding agreement under which Supplier agrees to Dropship the Products to the specified End User at the Listed Price, plus applicable transaction fees, taxes, and Shipping Fees. Such agreement shall incorporate the minimum terms set out below and such other lawful and non-conflicting terms as may be set out in Supplier’s Supplier Profile at the time of the Retailer Order. BookSell IS NOT PART OF, AND HAS NO RESPONSIBILITY OR LIABILITY IN RESPECT OF, ANY SUCH CONTRACT.
Contract between Retailer and Distributor. When a Retailer submits an order through the BookSell Platform for Products provided by a Distributor, the Retailer and BookSell enter into a legally binding agreement. Under this agreement, BookSell acts as an intermediary, facilitating the transaction by coordinating with the Distributor to fulfill and dropship the Products to the specified End Customer. The Distributor is solely responsible for the accuracy of its metadata, inventory, and pricing information provided to BookSell. BookSell makes no warranties or representations regarding the accuracy or completeness of this information and shall not be held liable for any inaccuracies or discrepancies. Furthermore, the Distributor’s liability is strictly limited to its contractual obligations with BookSell and does not extend to Retailers or End Customers under any circumstances. Retailers agree to resolve all disputes or claims related to the Products through BookSell in accordance with its platform policies.
Return Policy. Each Product’s return policy is set out in the applicable Product description page. BookSell will work with Distributors and Retailers in good faith in respect of enforcing such return policy. BookSell HAS NO CONTROL OVER THE ACTIONS OF DISTRIBUTORS AND SUPPLIERS, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY DISTRIBUTOR OR SUPPLIER OF ITS OBLIGATIONS.
No marketing materials. When shipping BookSell orders, each Supplier agrees that it will not include any marketing or promotional material such as coupons/gift certificates that encourage the End Customer to buy directly from Supplier’s website or otherwise seek to divert business away from Retailer or BookSell. Each Supplier agrees that only the invoice provided by BookSell will be included in BookSell order packages. This invoice is made available to Supplier with every Retailer Order through the BookSell Platform. BookSell HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS OBLIGATIONS.
Processing times. Supplier and Distributor (through BookSell) must indicate its processing times as well as delivery times on the Product description. "Processing time" is the number of business days to ship and provide a tracking number. "Delivery times" is the estimated time it takes for the package to get to the customer after it is shipped. If the orders are processed late, Retailer may cancel the Retailer Order through the BookSell Platform and BookSell will process a refund from Supplier to Retailer. BookSell HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS OR RETAILERS, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS OBLIGATIONS.
Retailer Order Total Fees Processing. The Total Fees in respect of Retailers Order shall be processed in accordance with “Fees and Payment” Disclaimer of responsibility. BookSell DOES NOT PROCESS ANY RETAILER ORDERS, IT MERELY FACILITATES COMMUNICATION AND CONTRACT BETWEEN RETAILER AND SUPPLIERS OR DISTRIBUTORS. ACCORDINGLY, WHILE BookSell WORKS WITH RETAILER AND SUPPLIERS OR DISTRIBUTORS TO RESOLVE ANY ISSUES THAT MAY ARISE, BookSell EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE PROCESSING OF ANY RETAILER ORDER, INCLUDING WITHOUT LIMITATION THE DELIVERY OF ANY RETAILER ORDER, THE CONTENT OF ANY RETAILER ORDER, ANY INCORRECT, LATE, DAMAGED, BROKEN, UNSAFE, UNLAWFUL DELIVERY, ANY FAILURE TO MAKE DELIVERY, AND DELIVERY TO A WRONG ADDRESS, OR ANY OTHER ACT, ERROR OR OMISSION IN RESPECT OF THE PROCESSING OF OR FAILURE TO PROCESS A RETAILER ORDER BY ANY SUPPLIER OR DISTRIBUTOR.
6. Fees and Payment
Collection of Total Fees from Retailer. Unless otherwise indicated, BookSell will collect the Total Fees from a Retailer at the time that Retailer submits the Retailer Order. Retailer Orders shall not be processed unless and until such time as the Total Fees payment clears. In the event of a delay in a clearing of payment (which may be outside of BookSell’s control), Retailer Orders may be delayed or subject to cancellation without further liability of BookSell. Failure of payment may result in not processing or cancellation of a Retailer Order without further notice to Retailer. It is Retailer’s responsibility to ensure that its payment details are complete, accurate, and in good standing.
Fees. In consideration for the receipt of the Service, Retailer shall pay BookSell the fees specified in the Sign-Up form, as may be varied by BookSell from time to time by no less than 30 days prior notice in writing to Retailer.
Invoicing and Payment. Fees for the Service will be invoiced on a monthly basis unless otherwise specified in Sign Up Form. Unless otherwise stated in an invoice, charges are due on the invoice date and may be deducted automatically from the payment method provided by Retailer. Retailer is responsible for maintaining complete and accurate billing, payment, and contact information with BookSell.
Overdue Payments. Any payment not received from Retailer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at BookSell’s discretion, late charges at the rate of 1.0% of the outstanding balance per month (12.67% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
Taxes. Unless otherwise stated, BookSell’s fees and Total Fees do not include any direct or indirect local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, "Taxes"). Retailer is responsible for paying all Taxes associated with the Service Fees and any Retailer Orders, excluding taxes based on BookSell's net income or property.
Audit Rights. BookSell shall have the right to use the capabilities of the Service to confirm Retailer’s compliance with this Agreement, including without limitation the fees payable hereunder.
Suspension of Service. If Retailer's account is overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, BookSell reserves the right to suspend the Service provided to Retailer, without liability to Retailer, until such amounts are paid in full.
7. Confidentiality
Definition of Confidential Information. As used in this Agreement, "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that:
(i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
(iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or
(iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
8. Warranties and Disclaimers
General Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
General Service Warranties. BookSell represents and warrants that during the Term (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. For greater certainty, BookSell does not warrant that Retailer’s use of the Service will be error-free or uninterrupted. In the event of interruption, BookSell will on receipt of a valid request by Retailer provide the Retailer with a pro-rata credit for each complete day of interruption, which will be applied toward future billings.
Disclaimers. The Service is provided by BookSell to Retailer on an ‘as is’ basis, and except as provided in Sections 9.1 and 9.2 there are no warranties, representations, or conditions, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage of trade or otherwise, regarding the Service or in connection with this Agreement by BookSell(including its affiliates, licensors, vendors and subcontractors). BookSell (including its affiliates, licensors, vendors. and subcontractors) disclaims any implied warranties or conditions of merchantable quality, satisfactory quality, merchantability, durability, fitness for a particular purpose, and/or non-infringement. BookSell (including its affiliates, licensors, vendors, and subcontractors) does not represent or warrant that the Service will meet any or all of Retailer’s particular requirements, that the Service will operate error-free or uninterrupted, or that all errors or defects in the Service can be found or corrected.
Security. Information sent or received over the Internet is generally unsecured and BookSell cannot and does not make any representation or warranty concerning the security of any communication to or from the BookSell platform or any representation or warranty regarding the interception by third parties of personal or other information.
9. Limitation of Liability
Limitation of Liability. In no event shall BookSell’s aggregate liability arising out of or related to this agreement, whether in contract, tort (including negligence), or under any other theory of liability, exceed actual damages up to the greater of (i) $100 or (ii) or the amount paid to BookSell for services in the past 12 (twelve) months preceding this applicable claim, or (c) any matter beyond our reasonable control. Some states and countries do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other party for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, damage for loss of business, loss of revenues, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss)however caused and, whether in contract, tort (including negligence) or under any other theory of liability, whether or not a party has been advised of the possibility of such damages.
Certain Damages Not Excluded. Notwithstanding the foregoing provisions of this section10, no limitation of either party’s liability set forth in this agreement shall apply to (I) damages arising from a party’s breach of its confidentiality obligations, or (II) damages arising from infringement and/or misappropriation of a party’s intellectual property rights.
10. Terms and Termination
Term of Agreement. This Agreement shall commence as of the Effective Date and shall continue for the initial term indicated on the Sign-Up Form. On expiry of the Initial Term, this Agreement will automatically continue until terminated by either party on provision of not less than two (2) weeks written notice. The initial term and any continuation collectively constitute the “Term”.
Obligations on Termination or Expiration. Notwithstanding any termination or expiration of this Agreement, Retailer shall settle any payment obligations incurred pursuant to Section 4.1. Each party will return or destroy at the election of the disclosing party, the ConfidentialInformation of such disclosing party.
Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 5-8, 9.2, 9.3, and 10.
11. General Provision
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Third-Party Beneficiaries. Every right, exemption from liability, release, defense, immunity, and waiver of whatsoever nature applicable to BookSell under this Agreement shall also be available and shall extend to benefit and to protect BookSell’s affiliates, and its and their officers, directors, and employees and for such purposes, BookSell is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons.
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to each party shall be addressed to such party’s signatory of this Agreement.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Force Majeure Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.
Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party(not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict of law principles. No choice of law rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
Venue; Waiver of Jury Trial. The courts located in the Commonwealth of Puerto Rico shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out, and give full effect to the terms, conditions, intent, and meaning of this Agreement.
Complete Understanding. These Terms, the Sign-Up Form, and any external documents referenced therein (including delivery timetables and deliverable requirements), constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.
Last Updated: December 26, 2024
12. Proprietary Rights
Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, BookSell reserves all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Retailer in this Agreement other than as expressly set forth in this Agreement.
Retailer Data. As between Retailer and BookSell, Retailer will own and retain ownership of content provided, stored, and processed through the Service ("Retailer Data"). Retailer hereby grants BookSell a worldwide, royalty-free, and non-exclusive license during the Term to access Retailer Data in order to:
(i) provide the Service, including storing, hosting, and management of such content; and
(ii) create Pattern Data (as defined in Section 7.4 below). Together Sections 7.2 (i) and (ii) constitute the "Content License").
Retailer understands that BookSell, in performing the required technical steps to provide the Service, may
(a) transmit or distribute Retailer Data over various public or private networks and in various media; and
(b) make such changes to Retailer Data as are necessary to conform and adapt that Retailer Data to the technical requirements of connecting networks, devices, services, or media.
Retailer confirms and warrants to BookSell that Retailer has all the rights, power, and authority necessary to grant the above Content License and that use of the Retailer Data in the manner contemplated will not breach the rights of any third party.
Content Responsibilities. Retailer is responsible for any and all content provided hereunder and for compliance with this Agreement including obtaining all necessary licenses, permissions, and consents to enable all material comprising Retailer Data to be made available to BookSell for BookSell to transmit, host, and store. For greater certainty, Retailer shall:
(i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Retailer Data;
(ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify BookSell promptly of any such unauthorized access or use; and
(iii) comply with all applicable local, provincial, state, federal, and foreign laws in using the Service.
Pattern Data. "Pattern Data" means non-personally identifiable information, data, and reports derived from or compiled through the Service, including but not limited to demographics data, aggregated statistics on user conversion, location data, and trend data such as aggregated data and statistics which may indicate frequency and type of use of the Service, and popularity of the Service. For greater certainty, Pattern Data is data that does not identify a specific Retailer, its business contracts, or its end users. As between BookSell and Retailer, all rights and titles to Pattern Data belong to BookSell and accordingly, BookSell is free to use Pattern Data for any purpose including the improvement of the Service.
Suggestions. BookSell shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services, and business any suggestions, enhancement requests, recommendations or other feedback provided by Retailer relating to the operation of the Service.
Copyright and Trademark Information. Except for Retailer Data, the BookSell platform, and the information and materials that it contains, are the property of BookSell and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. All BookSell product names and logos are trademarks or registered trademarks. Nothing contained on the BookSell platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the BookSell platform or any materials displayed on the BookSell platform, through the use of framing or otherwise, except:
(a) as expressly permitted by these terms and conditions; or
(b) with the prior written permission of BookSell. Retailer shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform.
BookSell Privacy Policy
Booksell, LLC. ("BookSell"/"we"/"us"/"our") is committed to protecting your privacy. We make the website located at www.BookSell.co (" Website"), the BookSell application available on Shopify, WooCommerce, and other providers (the "BookSell App"), available together with the BookSell services (“Services”). As you use our Services, we want you to be clear how we’re using information and the ways in which you can protect your privacy.
Our Privacy Policy explains:
Your privacy matters to us so please take the time to familiarize yourself with our policies, and if you have any questions please contact us at hello@booksell.co.
1. Important Information and Who we are
Purpose of this Privacy Policy
This Privacy Policy aims to give you information on how BookSell collects and processes your personal information through your use of the Website, App and the Services, including any information you may provide when you sign up for a demo of our Services, when you create an account and a profile with us, when you purchase or use our Services, when you submit status updates, when you search for our Website or App, when you use our App, when you subscribe to our email alerts, when you contact our customer service, when you participate in surveys, public forums, chats, or when you respond to one of our requests for suggestions and other content.
Please note that neither the Website, App nor the Services is intended for children under 18 years of age. No one under age 18 may provide any information to or on the Website, App or through our Services. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on the Website, App or on or through any of its features, use any of the interactive or public comment features of the Website or App or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us.
It is important that you read this Privacy Policy together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal information about you so that you are fully aware of how and why we are using your information. This Privacy Policy supplements the other notices and is not intended to override them.
Controller or Processor
To the extent that BookSell holds information about you due to your use of our Services, BookSell is the controller and responsible for your personal information. To the extent that BookSell holds information about you due to its presence in content uploaded by BookSell customers, BookSell acts as a processor on behalf of such customers and the terms of this Privacy Policy does not apply to such information.
If you have any questions about this Privacy Policy, including any requests to exercise your legal rights, please contact us using the details set out below.
Contact Details
Our full details are:
BOOKSELL LLC
Attn: Privacy Officer
Email address: hello@booksell.co
Postal address: PO Box 332002, Ponce, Puerto Rico, 00733
If you are based in the European Union, you also have the right to make a complaint at any time to your local supervisory authority for data protection issues. We would, however, appreciate the chance to deal with your concerns before you approach the regulator so please contact us at hello@booksell.co in the first instance.
Changes to the Privacy Policy and your duty to inform us of changes
Last updated on December 26, 2024
We reserve the right to change the terms of this Privacy Policy at any time. When we do, we will post the revised Privacy Policy to our Website (as linked within the App) and the last revision date of revision will be updated so that you will always be able to understand what information we collect, how we use your information, and under what circumstances we may share your information with others.
It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes during your relationship with us..
Third-party Links
The Website or App may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share information about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our Website or App, we encourage you to read the privacy notice of every website you visit.
2. The Information We Collect About You
Personal data, or personal information, means any information relating to an identifiable person who can be directly or indirectly identified. It does not include data which cannot be related to an identifiable person (anonymous data).
We may collect, use, store and transfer different kinds of personal information about you which we have grouped together follows:
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal information but is not considered personal information in law as this information does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific Website feature. However, if we combine or connect Aggregated Data with your personal information so that it can directly or indirectly identify you, we treat the combined data as personal information which will be used in accordance with this Privacy Policy.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
If you fail to provide personal information
Where we need to collect personal information by law, or under the terms of a contract we have with you and you fail to provide that information when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with our services). In this case, we may have to cancel a service you have with us but we will notify you if this is the case at the time.
3. How Personal Information is Collected
We use different methods to collect data from and about individuals including through:
Direct interactions by you
You may give us Identity, Contact and Financial Data by filling in forms, linking through your Shopify account or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide or permit use to access when you :
Automated technologies or interactions.
As you interact with our Site, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data and Usage Data about you if you visit other websites employing our cookies..
Third parties or publicly available sources.
We may receive personal information about you from various third parties and public sources as set out below:
4. How We Use Your Personal Information
Purpose of this Privacy Policy
We will only use your personal information when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
The types of lawful basis that we will rely on to process your personal data are:
Purposes for which we will use your personal information
We collect, store, and process your personal information to provide you with a seamless experience on the BookSell platform and to enhance our services. Specifically, we may use your personal information for the following purposes:
Account Creation and Management: To create, manage, and maintain your account on the BookSell platform. To verify your identity and provide access to the Services.
Order Fulfillment and Communication: To process orders placed by retailers and facilitate fulfillment through our suppliers and distributors. To send notifications related to your orders, such as confirmations, shipping updates, and delivery notifications.
Customer Support: To provide assistance and respond to inquiries, complaints, or requests for support.
Marketing and Promotions: To send you information about products, promotions, and special offers that we believe may interest you, subject to your marketing preferences. To analyze your interactions with our platform and tailor our marketing efforts accordingly.
Platform Improvement and Analytics: To analyze usage patterns and improve the functionality, usability, and security of the BookSell platform. To develop new features and services based on user behavior and feedback.
Compliance and Legal Obligations: To comply with applicable laws, regulations, and industry standards. To enforce our terms of use, protect our legal rights, and prevent misuse of our platform.
Personalization: To customize your experience on the platform, such as providing tailored product recommendations or displaying relevant content.
Billing and Financial Transactions: To process payments, refunds, and transaction fees associated with your account. To ensure the accuracy of financial records and prevent fraudulent transactions.
Your personal information will be processed only for the purposes outlined above and in compliance with applicable privacy laws. Note that we may process your personal information for more than one lawful ground depending on the specific purpose for which we are using your information. Please contact us if you need details about the specific legal grounds we are relying on to process your personal information where more than one ground has been set out.
Marketing
We strive to provide you with choices regarding certain personal information uses, particularly around marketing and advertising. You may elect to opt out of receiving any further marketing or advertising emails from us through the mechanism provided in those emails. We may send you targeted advertising through the Service on to you.
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you.
You will receive marketing communications from us if you have requested information from us or purchased services from us or if you provided us with your details when you entered a competition or registered for a promotion and, in each case, you have not opted out of receiving that marketing.
Third-party marketing
We will get your express opt-in consent before we share your personal information with any company outside our company for marketing purposes, including service providers who perform marketing services on our behalf, such as conducting surveys, sending communications to you on our behalf, or serving advertisements to you.
Opting out
You can ask us or third parties to stop sending you marketing messages at any time by contacting us at any time. Where you opt out of receiving these marketing messages, this will not apply to personal information provided to us as a result of a service purchase, service experience or other transactions.
Cookies (website only)
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this Website may become inaccessible or not function properly.
Change of purpose
We will only use your personal information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us at hello@booksell.co.
If we need to use your personal information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
5. Disclosures of Your Personal Information by Us Outside of the Service
We may have to share your personal information with the parties set out below for the purposes set out in the table in paragraph 4 above.
We require all third parties to respect the security of your personal information and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal information for their own purposes and only permit them to process your personal information for specified purposes and in accordance with our instructions.
6. International Transfers
We share your personal information within our company and to our third party service providers such as Amazon Web Services or other providers. This may involve transferring your information internationally, including without limitation, if you are based in the European Union, transferring your data outside the European Economic Area (EEA).
Many of our external third parties are also based outside the European Economic Area (EEA) so their processing of your personal information will involve a transfer of data outside the EEA.
If you are based in the European Union, whenever we transfer your personal information out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring appropriate safeguards are implemented.
Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA.
7. Data Security
We have put in place appropriate security measures to prevent your personal information from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we limit access to your personal information to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal information on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
8. Data Retention
How long will you use my personal information for?
We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.
By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax and other legally required purposes.
In some circumstances you can ask us to delete your information: see Request erasure below for further information.
In some circumstances we may anonymize your personal information (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
9. Your Legal Rights
Under certain circumstances, you have rights under data protection laws in relation to your personal information.
You may have the right to:
No fee usually required
You will not have to pay a fee to access your personal information (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal information (or to exercise any of your other rights). This is a security measure to ensure that personal information is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Effective date: December 26, 2024.
BookSell Retailer - Data Processing Addendum
This Data Processing Addendum ("Addendum" ), applies to agreements between Booksell, LLC ("BookSell"), and entities who subscribe for BookSell’s services as a Retailer and who are subject to Applicable Law ("Retailer") (collectively referred to as the "Parties"), sets forth the terms and conditions relating to the privacy, confidentiality and security of Personal Data (as defined below) associated with services to be rendered by BookSell to Retailer pursuant to the sign up form and Retailer Terms entered into between the Parties (the "Agreement").
1. Definitions
Terms defined in the Retailer Terms shall have the same meaning in the Addendum. In addition:
"Applicable Law" means all applicable European Union (“EU”) or national laws and regulations relating to the privacy, confidentiality, security and protection of Personal Data, including, without limitation: the European Union (“EU”) General Data Protection Regulation 2016/679 (“GDPR”), with effect from 25 May 2018, and EU Member State laws supplementing the GDPR; the EU Directive 2002/58/EC (“e- Privacy Directive”), as replaced from time to time, and EU Member State laws implementing the e-Privacy Directive, including laws regulating the use of cookies and other tracking means as well as unsolicited e-mail communications.
"Data Controller" means a person who alone or jointly with others determines the purposes and means of the Processing of Personal Data.
"Data Processor" means a person who processes Personal Data on behalf of the Data Controller.
"Data Security Measures" means technical and organisational measures that are aimed at ensuring a level of security of Personal Data that is appropriate to the risk of the Processing, including protecting Personal Data against accidental or unlawful loss, misuse, unauthorised access, disclosure, alteration, destruction, and all other forms of unlawful Processing, including measures to ensure the confidentiality of Personal Data.
"Data Subject" means an identified or identifiable natural person to which the Personal Data pertains.
"Instructions" means this Addendum and any further written agreement or documentation through which the Data Controller instructs the Data Processor to perform specific Processing of Personal Data.
"Personal Data" means any information relating to an identified or identifiable natural person Processed by BookSell in accordance with Retailer’s Instructions pursuant to this Addendum; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
"Personal Data Breach" a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.
"Process”, "Processed", or "Processing" means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Services" means the services offered by BookSell and subscribed for by Retailer under the Master Agreement.
"Sub-Processor" means the entity engaged by the Data Processor or any further Sub-Processor to Process Personal Data on behalf and under the authority of the Data Controller.
2. Roles and Responsibilities of the Parties
The Parties acknowledge and agree that Retailer is acting as a Data Controller, and has the sole and exclusive authority to determine the purposes and means of the Processing of Personal Data Processed under this Addendum, and BookSell is acting as a Data Processor on behalf and under the Instructions of Retailer.
Any Personal Data will at all times be and remain the sole property of Retailer and BookSell will not have or obtain any rights therein.
3. Obligation of the BookSell
Where BookSell acts as Data Processor on behalf of Retailer, BookSell agrees and warrants to: Process Personal Data disclosed to it by Retailer only on behalf of and in accordance with the provision of the Services under the Sign-Up Form and Retailer Terms, unless BookSell is otherwise required by Applicable Law, in which case BookSell shall inform Retailer of that legal requirement before Processing the Personal Data, unless informing the Retailer is prohibited by law on important grounds of public interest. BookSell shall promptly inform Retailer if, in BookSell’s opinion, an Instruction provided infringes Applicable Law.
Ensure that any person authorised by BookSell to Process Personal Data in the context of the Services is only granted access to Personal Data on a need-to-know basis, is subject to a duly enforceable contractual or statutory confidentiality obligation.
BookSell may store and process data, including Personal Data, in the US or other jurisdictions outside of the EEA. BookSell has and shall continue to enter into any written agreements as are necessary (in its reasonable determination) to comply with Applicable Law concerning any cross-border transfer of Personal Data, whether to or from BookSell.
Inform Retailer promptly and without undue delay of any formal requests from Data Subjects exercising their rights of access, correction or erasure of their Personal Data, their right to restrict or to object to the Processing as well as their right to data portability, and not respond to such requests, unless instructed by the Retailer in writing to do so. Taking into account the nature of the Processing of Personal Data, BookSell shall assist Retailer, by appropriate technical and organisational measures and at Retailer’s cost, insofar as possible, in fulfilling Retailer’s obligations to respond to a Data Subject’s request to exercise their rights with respect to their Personal Data.
Notify Retailer immediately in writing of any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Data. Retailer shall have the right to defend such action in lieu of and on behalf of BookSell. Retailer may, if it so chooses, seek a protective order. BookSell shall reasonably cooperate with Retailer in such defense.
Provide reasonable assistance to Retailer, at Retailer’s cost, in complying with Retailer’s obligations under Applicable Law.
Maintain internal record(s) of Processing activities, copies of which shall be provided to Retailer by BookSell or to supervisory authorities upon request.
4. Transfer of Personal Information to Suppliers and Distributors
Retailer expressly acknowledges that BookSell will be transferring Personal Data to Suppliers or Distributors on behalf of Retailer in the course of providing the Services. Suppliers and Distributors are not sub-contractors or sub-processors of BookSell, and it is the responsibility of Retailer to ensure that it has entered into a separate, adequate data processing agreement or addendum with such Supplier if so required by Applicable Law.
5. Sub-Processing
BookSell shall not share, transfer, disclose, make available or otherwise provide access to any Personal Data to any sub-contractor or sub-processor, or contract any of its rights or obligations concerning Personal Data, unless BookSell has entered into a written agreement with each such third party that imposes obligations on the third party that are similar to those as those imposed on BookSell under this Addendum and are otherwise in compliance with the requirements of Applicable Law. BookSell shall only retain third parties that are capable of putting in place appropriate protection of the privacy, confidentiality and security of the Personal Data in compliance with the requirements of Applicable Law.
6. Compliance with Applicable Laws
Each party covenants and undertakes to the other that it shall comply with all Applicable Laws in the use of the Services.
Without limiting the above, BookSell is not responsible for determining the requirements of laws applicable to Retailer’s business or that BookSell's provision of the Services meet the requirements of such laws. As between the parties, Retailer is responsible for the lawfulness of the Processing of the Retailer Personal Data. Retailer will not use the Services in conjunction with Personal Data to the extent that doing so would violate applicable Data Protection Laws.
If a Data Subject brings a claim directly against BookSell for a violation of their Data Subject rights in breach of Applicable Laws and such claim does not arise from a breach by BookSell of the terms of this Agreement, Retailer will indemnify BookSell for any cost, charge, damages, expenses or loss arising from such a claim, to the extent that BookSell has notified Retailer about the claim and given Retailer the opportunity to cooperate with BookSell in the defense and settlement of the claim.
7. Data Security
BookSell shall develop, maintain and implement a comprehensive written information security program that complies with Applicable Law and good industry practice. BookSell’s information security program shall include appropriate administrative, technical, physical, organisational and operational safeguards and other security measures designed to (i) ensure the security and confidentiality of Personal Data; (ii) protect against any anticipated threats or hazards to the security and integrity of Personal Data; and (iii) protect against any Personal Data Breach, including, as appropriate:
BookSell shall provide training, as appropriate, to all BookSell personnel who have access to Personal Data.
Promptly (and in any event within 90 days) following the expiration or earlier termination of the Master Agreement, BookSell shall return to Retailer or its designee, if so requested during such period, or if not so requested securely destroy or render unreadable or undecipherable, each and every original and copy in every media of all Personal Data in BookSell’s, its affiliates’ or their respective subcontractors’ possession, custody or control. In the event applicable law does not permit BookSell to comply with the delivery or destruction of the Personal Data,
BookSell warrants that it shall ensure the confidentiality of the Personal Data and that it shall not use or disclose any Personal Data after termination of this Addendum.
8. Data Breach Notification
Each BookSell shall promptly inform Retailer in writing of any Personal Data Breach of which BookSell becomes aware. The notification to Retailer shall include all available information regarding such Personal Data Breach, including information on:
BookSell shall cooperate fully with Retailer in all reasonable and lawful efforts to prevent, mitigate or rectify such Breach. BookSell shall provide such assistance as required to enable Retailer to satisfy Retailer’s obligation to notify the relevant supervisory authority and Data Subjects of a personal data breach under Articles 33 and 34 of the GDPR.
9. Audit
BookSell shall on written request (but not more than once per year, other than in the event of a breach) make available to Retailer all information necessary to demonstrate compliance with the obligations set forth in this Addendum and, at the Retailer’s expense, allow for and contribute to audits, including inspections, conducted by Retailer or another auditor mandated by Retailer. Upon prior written request by Retailer (provided that it shall be not more than once per year other than in the event of a breach), BookSell agrees to cooperate and, within reasonable time, provide Retailer with: (a) audit reports (if any) and all information necessary to demonstrate BookSell’s compliance with the obligations laid down in this Addendum; and (b) confirmation that no audit, if conducted, has revealed any material vulnerability in BookSell’s systems, or to the extent that any such vulnerability was detected, that BookSell has fully remedied such vulnerability.
10. Governing Law
This Addendum shall be governed by the laws of the jurisdiction specified in the Agreement.
