Definitions. As used in this Agreement, the following capitalized terms shall have the respective meanings set forth below:
"BNR" means a Provider Product not returned to Provider according to the return requirements set forth in the Leasing Policies.
"BNR Fee" means the New Retail Value of a BNR, less the: (a) initial Leasing Fee, (b) Lease Extension Fee and Late Return Fee (but not including applicable excise or transaction taxes, shipping charges and Sales Taxes) paid by Customer and attributable to such BNR.
"Business Day" means a day in which banks in the United States generally are open to the public for conducting substantially all customary business functions.
"Collect" means the charging end or crediting of tax amounts to a Customer who leases a Provider Product in connection with a Provider Transaction.
"Chargeback" means, with respect to an Order, the actual amount charged to ValoreBooks by credit or debit cards (or both) for: (a) a Customer dispute not involving any theft, embezzlement or fraud in such order (including, without limitation, credit card or payment fraud); or (b) Provider Product returned by Customer but for which Provider has no shipping tracking information.
"Confidential Information" means: (a) ValoreBooks's Intellectual Property, work product and any technical and non-technical information, including without limitation, financial information, forecasts, know-how, marketing data and plans, operational methods and models, performance evaluations and techniques (existing or contemplated) plans for future development, policies, processes, proprietary information and techniques related to ValoreBooks's services; and (b) the financial and transaction data arising from Leasing Transactions and data related to Products. As between the parties, all Customer Information shall constitute ValoreBooks's Confidential Information. Confidential Information shall not include information that is or becomes publicly available, was or is rightfully acquired from a source other than the other party or becomes independently available as a matter of duty or right.
"Customer" means any person who visits the Site, regardless of whether such person places an Order for Provider Products.
"Customer Information" means the following with respect to a Customer who places an Order: Customer mailing address, shipping address, email address and telephone number(s); Customer credit or debit card (or both) number(s), card security code and expiration date; (c) Customer credit information; and (d) any other information that ValoreBooks acquires in connection with Provider Transactions the confidentiality of which ValoreBooks is legally obligated to respect. Capitalized terms used in this Agreement not defined elsewhere in this Agreement that pertains to Consumer Information shall have the meanings set forth in PCI DSS, which meanings are incorporated into this Agreement.
"Damaged Book" means Provider Product returned to Provider in a damaged condition (determined based on book condition evaluation guidelines described in the Leasing Policies or otherwise as ValoreBooks may determine.
"Damaged Book Fee" means the New Retail Value of Damaged Book, less (a) the initial Leasing Fee, (b) Lease Extension Fee and (c) Late Return Fee (but not including applicable excise or transaction taxes and shipping charges) paid by Customer with respect to such damaged book.
"Facility" means the physical location(s) at which Provider Products are maintained while they are in Provider's possession, from which Provider Products are shipped to Customers and to which Customers or ValoreBooks (as the case may be) may return Provider Products. Provider agrees to supply to ValoreBooks from time to time all appropriate information therewith. From time to time, Provider may change or add a Facility, upon prior Notice to ValoreBooks.
"Fulfillment Services," for ValoreBooks, means: (a) advertising for its own account textbooks that Provider offers for lease to Customers, but not soliciting Leasing Transactions; (b) acceptance for its own account of orders from Provider or Customer (electronically or by mail, telephone, telefax or Internet) for textbook leases between Provider and Customers; (c) responses for its own account to Provider or Customer inquiries (electronically or by mail, telephone, telefax or Internet); (d) billing, remittance and associated recordkeeping activities for its own account; and (e) arranging for Provider's or Customer's shipment of orders to the other from an inventory of Provider's Products that Provider maintains and offers for lease.
"Intellectual Property" means all intellectual property (as that term is commonly understood) rights and industrial property rights (throughout the world, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, all (a) rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations and synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations thereof; (c) rights relating to the protection of trade secrets and confidential information; (d) goodwill or other value (regardless of magnitude) of intangible assets (of whatsoever kind or nature); and (e) rights analogous to those set forth above and any and all other proprietary rights relating to intangible property; in each case, that a party is entitled to utilize.
"ISBN" means the International Standard Book Number assigned to a Product by a country specific ISBN issuing authority pursuant to the International Standard Book Numbering Convention (as approved by the International Organization for Standardization).
"Late Return Fee" means the amount(s) charged by ValoreBooks to a Customer pursuant to Leasing Policy for Provider Products returned after the initial return due date(s) for such Products and that are not subject to Leasing Extension, which Late Return Fee ValoreBooks will post on the Site from time to time.
"Lease Agreement" means the standard terms and conditions of the leasing agreement between ValoreBooks and a Customer, posted on the Site by ValoreBooks, the Order, ValoreBooks's Leasing Policy, any of which agreement ValoreBooks may be amend, change or modify from time to time in its sole discretion.
"Net Amount Due" means the difference between the amounts owed by one party to the other party in one calendar month hereunder, including but not limited to the Leasing Fee, Shipping Fee, Lease Extension Fee, Late Return Fee, Return Processing Fee, Damaged Book Fee, BNR Fee, Refund, Chargeback, Provider Chargeback and the cost of shipping non-Provider Products from a Facility or to a Return Location.
"Netting" means the conversion, including, but not limited, to netting, set-off or recoupment as provided under state or federal law, into one net claim or one net obligation, of all financial claims and obligations arising under this Agreement, to the effect that only Net Amount Due may be demanded from, or is owed by, one party to the other party.
"Netting Report" means a report prepared by ValoreBooks setting forth all revenues and expenses related to payments and actual revenues and expenses associated with Orders charged, collected, remitted or due to or from Provider, and such other information as may be reasonably necessary to make the calculation of payments hereunder.
"New Retail Value" is the retail value for the latest version of Provider Product even if such version is later than the version posted on the Site on the date of the initial Order.
"Order" means any order placed by a Customer on the Site fulfilled by ValoreBooks pursuant to this Agreement. An Order includes, but is not limited to, the name and shipping address of such customer and the details of the Order (such as the Leasing Fee, New Retail Value, leasing term and return due date, sales taxes, shipping fees charged to such customer, and the title, author and ISBN.
"Participation Agreement" means ValoreBooks terms governing all persons using the Site posted on the Site by ValoreBooks and made a part hereof, which agreement may be changed, amended or modified from time to time at the sole discretion of ValoreBooks.
"Payment Period" means the period from the first to the fifteenth (inclusive) or the sixteenth to the last day (inclusive) of any month.
"PCI DSS" means the Data Security Standard for the Payment Card Industry set by the Security Standards Council of Wakefield, MA.
"Product" means any printed or electronic material listed on the Site.
"Provider Chargeback" means the percentage of Chargeback set forth in Exhibit A payable to ValoreBooks by Provider.
"Provider Product" means a Product supplied by Provider and available for lease to Customers pursuant to this Agreement.
"Provider Transaction" means a textbook lease of Provider Products that ValoreBooks has agreed to facilitate pursuant to the Agreement.
"Purchase" means the purchase of Provider Product by Customer pursuant to Leasing Policy after such customer initially enters into Lease Agreement.
"Purchase Price" means the amount paid by Customer in a Purchase transaction, which is New Retail Value, less any Leasing Fee, Lease Extension Fee and Late Return Fee, exclusive of all applicable sales taxes on such purchase transaction; provided, however, that if the sum of Leasing Fee, Lease Extension Fee and Late Return Fee collected exceeds New Retail Value, then the Purchase Price shall mean such sum.
"Leasing Extension" means an extension of the leasing period from the initial leasing period under Lease Agreement pursuant to Leasing Policy, and any subsequent extensions thereof.
"Lease Extension Fee" means the fee charged to Customer for each Leasing Extension.
"Leasing Fee" means the leasing price posted on Site at which Customer leases Provider Product for the initial leasing period.
"Leasing Policy" means ValoreBooks policy regarding the leasing of Products posted on the Site by ValoreBooks, which policy may be changed, amended or modified from time to time at the sole discretion of ValoreBooks.
"Leasing Transaction" means each instance in which a payment or fee is collected from a Customer involving a Provider Product, including, without limitation, each of the following: (a) Order; (b) a transaction resulting in Lease Extension Fee, Late Return Fee, Damaged Book Fee, or BNR Fee; and (c) Purchase. The method of calculating such fees, charges and other amounts due from a Customer are set forth on the Leasing Policy or the Lease Agreement, as the case may be.
"Refund" means, with respect to an Order, the actual amount charged to ValoreBooks by credit and/or debit card companies resulting from cancelled Orders.
"Return Location" means the physical location to which Provider shall ship non-Provider Products that are erroneously returned by Customer to a Facility. ValoreBooks may supply to Provider from time to time all appropriate information therewith. From time to time, ValoreBooks may change or add a Return Location, upon prior Notice to Provider.
"Sales Tax(es)" means any (or all, as the case may be) sales, use, gross receipts, privilege and other similar tax(es) and other governmental charge(s) on Leasing Transactions imposed by any taxing authority (but excluding any taxes imposed on net income), including any interest and penalties relating thereto, regardless of who is obligated to pay, remit or report therewith.
"Sales Tax Return" means any tax return, declaration, reports, estimates, claims for refund, claims for extension, information returns, or statements relating to Sales Taxes, including any schedule or attachment thereto.
"Sales Taxes Information Provider" means the third-party from whom ValoreBooks, from time to time, obtains information on the appropriate rates for Sales Taxes and their applicability in any jurisdiction of any Sales Tax Jurisdiction set forth in Exhibit A or otherwise. As of the Effective Date, the Sales Taxes Information Provider is Zip2Tax, LLC, having its main office located at 2010 Nichols Avenue, Casper, WY 82601. ValoreBooks, at any time and in its sole discretion, may choose add or change the Sales Taxes Information Provider.
"Site" means www.valorebooks.com, the internet website owned and operated by ValoreBooks, or any other such website through which ValoreBooks offers to Provider for Provider Transactions.