TERMS OF AGREEMENT

MEMBERSHIP AGREEMENT

The following Terms of Service (referred to as “TOS” or “Member Agreement “) are between you, and the BOOKS AND SCRIBES company.

These TOS constitute a legal document that details your rights and obligations as a member (Member) of BOOKS AND SCRIBES. BOOKS AND SCRIBES may assign these TOS and its rights and obligations pertaining to the provision of the Service, or parts thereof, to a parent or affiliated company without notice. All Members must accept these TOS as a condition of membership to the Service. For purposes of these TOS, “you” means the Member Account holder and each Children’s’ account (children) holder or either of such account holders as the context requires.

Legal Authority

If you are an individual, you must be an adult of at least 18 years of age to enroll in the Service as a Member Account holder; and by accepting these TOS as a Member Account holder, you confirm you are an adult of at least 18 years of age. If you are an entity, by accepting these TOS as a Member Account holder, you confirm (through your duly authorized representative) that you are a corporation, partnership or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these TOS. You are also confirming that these TOS constitute a valid and binding obligation of yours.

Updates

These TOS may be updated or changed from time to time. You can review the most current version of these TOS at any time at booksandscribes.com. If BOOKS AND SCRIBES makes a change to these TOS and that change has a material impact on the Service, you will be provided notice of that change. Your continued use of the Service following such notice constitutes your acceptance of those changes. Please note that these TOS apply to you whether you pay a service fee directly to BOOKS AND SCRIBES or you receive the Service as part of an agreement between you and a third-party authorized to distribute or resell all or a portion of the Service.

Membership

When you accept these TOS and complete the registration process for the Service, you become the “Member Account” holder. You will be asked to choose a unique name for that account (your “Member ID”). You may create “Children’s accounts”(children). Each Children’s account will also be required to accept these TOS and complete the registration process for Children’s accounts to become a Children’s account holder of the Service. Member Account holders are responsible for all activity on your Member Account and on any of the Children’s accounts. Violations of these TOS in a Member Account or in a Children’s account can result in suspension or termination of the Member Account and all associated Children’s accounts. Violations of these TOS in a member Account or in a Children’s account can result in suspension or termination of the Member Account.

Additional Terms

When using particular services on the BOOKS AND SCRIBES web site you will be subject to posted guidelines or additional terms applicable to those services. In addition, certain services offered by, such as Bill Pay, are governed by additional agreements. The posted guidelines, additional terms or additional agreements (as applicable) will be provided to you when you use, sign up for or register for those particular services. Unless otherwise expressly noted, the services provided by are consumer services.

Description of service

Description

The service includes a rich collection of resources provided by BOOKS AND SCRIBES, including various communications tools, forums, chat rooms, shopping services, personalized content that provides through its web page properties, which may be accessed through various media, or devices now know or hereafter developed. Included with your membership fee, you receive certain services and content. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new properties, shall be subject to these TOS. You understand and agree that the Service is provided “AS-Is” and that BOOKS AND SCRIBES assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization setting.

User Discretion Advised.

Please be aware that there may be certain areas on the Service that contain adult or mature content and are designated for persons over 18 years of age. You must be at least 18 years of age to access and view such areas, and care should be taken to prevent access by members of your household who are under that age.

CONNECTION TO THE SERVICES

Equipment & Software

You must provide all equipment, devices and software necessary to receive the Service. Due to the infinite number of possible combinations of hardware and software, you are responsible for the compatibility of your system with the Service.

Operational Limits

Provisioning of the Service is subject to the availability and the operational limitations of the requisite equipment and associated facilities. You understand and agree that temporary interruptions of the Service may occur as normal events in the provision of the Service and that BOOKS AND SCRIBES is not liable for such interruptions. You further understand and agree that BOOKS AND SCRIBES has no control over third party networks you may access in the course of your use of the Service, and therefore, delays and disruptions of other network transmissions are beyond the control of BOOKS AND SCRIBES. In addition, BOOKS AND SCRIBES will not be liable for any failure of performance, if such failure is due to any cause beyond BOOKS AND SCRIBES reasonable control, including acts of God, fire, explosion, vandalism, nuclear disaster, sun spots, solar flares, terrorism, cable cut, storm, or other similar occurrence, any law, order, regulation, direction, action, or request by any government, civil or military authority, national emergencies, insurrections, riots, wars, labor difficulties, supplier failures, shortages, breaches, or delays, or suspension of existing Service in compliance with the state and/or federal law, rules and regulations, or delays caused by you or you equipment.

YOUR REGISTRATION OBLIGATIONS

All information that you provide to BOOKS AND SCRIBES must be accurate, including your name, address, credit or charge card numbers and expiration dates and any Service payment information (Registration Data”). You are responsible for keeping such information up-to-date and must provide changes promptly to BOOKS AND SCRIBES by updating your account information.

CHILDREN

Adult Supervision

BOOKS AND SCRIBES is concerned about the safety and privacy of all its users, particularly children. For this reason, children under the age of 13 will not be permitted access the Service unless added as a Children’s account by a Member Account holder who is their legal guardians. When you add you child to your Member Account, in addition to certifying that you are at least 18 years old, you are certifying that you are the legal guardian of the child/children you wish to add to your Member Account. By adding a child to your Member Account, you give your child permission to access all services accessible through the Service by children under 13 years of age with parental consent, including message boards, forums, and chat rooms. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the services and/or content (as defined below) provided through eh Service are appropriate for a minor. Minors who access the Service are assumed to have parental or guardian consent be3fore accessing the Service.

Access Controls

BOOKS AND SCRIBES recommends that you remain diligent in the supervision of any minors in their use of the Service and the Internet. Access controls provided through the Service are intended as a guide only. Neither BOOKS AND SCRIBES nor their licensors can be responsible for any content accessed by you or minors.

Communications with Strangers

If you allow minors to access BOOKS AND SCRIBES features, please remind them of the dangers involved when corresponding or communication with strangers or new acquaintances on the internet (especially in Chat rooms as well as when using forums(. It may also be wise to carefully note all Internet correspondence with whom minors frequently correspond.

BOOKS AND SCRIBES AND PRIVACY POLICIES

Registration data and certain other information about you is subject to the respective Privacy Policies of BOOKS AND SCRIBES. For more information, see the privacy section under terms and privacy.

ACCOUNT SECURITY

Member Duty

You will receive a password and member ID upon completing the Service registration process. You agree to keep confidential all passwords, IP addresses, and computer names and are solely responsible for any liability or damages resulting from you failure to maintain that confidentiality. You are also solely and fully responsible and liable for all activities that occur under you password, Member ID or IP address. You agree to do all of the following: (a) immediately notify BOOKS AND SCRIBES if you suspect any breach of security such as loss, theft, Public Use or unauthorized disclosure or use of you Member Account or Children’s account, password, Member ID, or any credit or charge card number provided to BOOKS AND SCRIBES by calling BOOKS AND SCRIBES. Enabled subscribers; (b) ensure that you exit from you account at th4e end of each session; and (c) periodically change your password.

Member Responsibility

You are responsible for all use of the Service under the membership and for all fees and charges associated with or incurred under the member, whether by the Member Account or Children’s accounts.

Assumption of Risk

There is a risk that other users may attempt to access your computer through the Internet or connected networks. You acknowledge this risk as inherent to the shared nature o the Service and you agree to take full responsibility for taking adequate security precautions and safeguarding your data from loss.

FEE

Agreement to Pay

You agree to pay all fees and charges specified when you ordered your Service, including recurring and nonrecurring charges, taxes, fees and assessments applicable to the Service. In order to provide you with the Service, BOOKS AND SCRIBES may pay taxes, fees and surcharges to municipalities and other governmental entities, which BOOKS AND SCRIBES may pass on to you.

Commencement of Billing

Billing for the Service commences when BOOKS AND SCRIBES provisions your Service whether or not you register or use the Service. Your membership fees are non-refundable. When billing commences, you will be billed for your first year of service recurring charges for each year’s Service will then be billed one month in advance. If you terminate your service or refrain from using the service during the paid membership year, your annual fee will not be refunded.

Credit Card Authorization

You may be asked to provide us with a credit card number from a card issuer that we accept in order to activate your Service. You hereby authorize BOOKS AND SCRIBES to charge and/or place a hold on your credit card with respect to any unpaid charges for services or any related merchandise. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these TOS are to be accepted as authorization to the issuer of the credit card to pay all such amounts. You authorize BOOKS AND SCRIBES and/or any other company who bills products or services, or acts as billing agent for BOOKS AND SCRIBES to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your credit card until such amounts are paid in full. You agree to provide BOOKS AND SCRIBES with updated credit card information upon books and scribe’s request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither BOOKS AND SCRIBES nor any BOOKS AND SCRIBES affiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, an/or place holds on, your credit card. If you mistakenly provide a debit card number, instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number. In the event you are enrolled, or later enroll, in an automatic payment of electronic funds transfer plan, you agree that all sums described herein may be charged, at BOOKS AND SCRIBES’ option, to the account number provided for such automatic payment or electronic funds transfer plan

Method of Payment

Your membership fees may be charged to a debit card or a credit card. Additional fee services that are not included with your membership fee will be charged (by) to your charge card or credit card. By authorizing BOOKS AND SCRIBES to charge a credit or debit card, debit your account at your financial institution, you are authorizing BOOKS AND SCRIBES, or their respective designated representatives or agents to automatically continue charging that card (or any replacement credit card account if the original card is renewed, lost, stolen, or changed for any reason by the credit-issuing entity, and such entity informs BOOKS AND SCRIBES of such new replacement card account), financial account, or billing account for all fees and charges associated with your membership.

Online Billing for BOOKS AND SCRIBES

You understand that you have sole responsibility for the security of your password and you are solely responsible for notifying BOOKS AND SCRIBES if you password is lost or stolen. Boos and scribes is not liable for any claims, costs, damages, or expenses arising from a lost, misplace, or stolen password. If you have forgotten you expenses arising from a lost, misplaced, or stolen password. If you have forgotten you password or want to change your password for any reason, you may request to resent your password online. It is your responsibility to notify BOOKS AND SCRIBES immediately if your contact information changes.

Late Payment

All charges are billed in advance of providing the Service. Services will begin with a valid payment in place. Yearly services will be terminated if payment is not received by the annual due date.

Other Charges; Failure to Pay

In the event you fail to pay charges, BOOKS AND SCRIBES is unable to bill you, or BOOKS AND SCRIBES is unable to bill outstanding sums for the Service to your credit card; BOOKS AND SCRIBES reserves the right to bill outstanding sums to your credit card or to send an invoice directly to you. BOOKS AND SCRIBES may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, you agree to reimburse BOOKS AND SCRIBES for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against you or BOOKS AND SCRIBES on the charges and all late payment, interest or other fees as stated on your bill. You will also be charged a fee for any check returned to BOOKS AND SCRIBES relating to the Service, BOOKS AND SCRIBES or BOOKS AND SCRIBES may modify its billing practices or late payment charges by providing you with prior written notice of the modification.

Service Suspension/Termination

Your service may be suspended or terminated if your payment is past due, if you violate the Acceptable Use Police, or if you provide false or inaccurate information that is required for the provision of Service or is necessary to allow BOOKS AND SCRIBES to bill you for Service. Billing will continue for your yearly charges while you have suspended service.

Fees and Charges

BOOKS AND SCRIBES may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges. These new fees or charges will be implemented, in the case of a yearly Member, at the commencement of the next billing cycle after the change is effective, or in the case of a term Member, at the end of the term. All fees and charges are payable in accordance with billing terms in effect at time the fee or charge becomes payable. If you signed up for a service for a specified Term, BOOKS AND SCRIBES will automatically charge applicable yearly rate after the conclusion of your Term. Unless otherwise stated, all amounts are in U.S. Dollars.

Bill Inquiries and Refunds

If you believe you have been billed in error for the Service, please notify us within 60 days of the billing date by contacting Customer Service about the error. Customer Service can be reached at 1-916-337-4531 for BOOKS AND SCRIBES. BOOKS AND SCRIBES will not issue refunds or credits after the expiration of this 60 day period, except where required by law or regulation.

If you believe you have been billed in error for supplemental access charges please contact BOOKS AND SCRIBES.

Cancellation

A Member who enrolls in a pre-paid annual membership plan may cancel his or her membership but will not be entitled to a refund as under the terms and conditions of that plan.

Free Trials

If you are a Member who has enrolled in the Service as part of a “FREE” trial offer, please note that unless otherwise indicated by the specific offer, your free trial time must be used with one month of your enrollment in the Service.

Basic Service

BOOKS AND SCRIBES may suspend your Member ID or discontinue the Service if charges are not paid which will result in the permanent loss of your Member ID.

Telecommunication Charges

You are responsible for purchase and payment of network services (transport) needed for use of the Service. Any long distance, measured service or toll charges incurred by you to dial into the Service during your use of the Service will be your sole responsibility.

MEMBER CONDUCT

You agree that you will NOT use the Service to:

1. Upload, post, email, transmit or otherwise make available any Content (as defined below) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of anoth4er’s privacy, hateful, or racially, ethnically or otherwise objectionable;

2. Harm minors in any way;

3. Impersonate4 any person or entity, including but not limited to a BOOKS AND SCRIBES or official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

5. upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreement);

6. Upload, post email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;

7. Upload, post email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;

8. Upload, post email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware of telecommunications equipment;

9. Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negative3ly affects other users’ ability to engage in real time exchanges;

10. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

11. Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of the law;

12. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization (s) pursuant to section 219 of the Immigration and Nationality Act;

13. “Stalk” or otherwise harass another; or

14. Collect or store personal data about other users.

Attempts to Break Security

You understand and agree that any attempt to break security or to access an account that does not belong to you will be considered a material breach of these TOS, and such breach may result in suspension or termination of the Service and possibly referral to law enforcement authorities. Unauthorized access to the Service may possibly result in referral to law enforcement authorities. Unauthorized access to the Service, restricted portions of the Service or the telecommunications or computer facilities used to deliver the Service is a breach of these TOS whether or not such activities are a violation of law. Further, you are required to take adequate security measures to prohibit others from unauthorized access or use of the Service, including Public Use, and you must take prompt remedial measures upon notice of breaches or potential breaches of security.

Acceptable Use Policy

Violation of BOOKS AND SCRIBES’ Acceptable Use Policy (“AUP”) may also be considered a material breach of these TOS and may also result in suspension or termination of the Service. BOOKS AND SCRIBES’ AUP may be reviewed at booksandscribes.com

INTERSTATE NATURE OF COMMUNICATIONS ON BOOKS AND SCRIBES WEB SITE

When you register with the Service, you acknowledge that in using certain services to send electronic communications (including but not limited to email, sending messages to BOOKS AND SCRIBES chat rooms, forums, uploading photos and written files to BOOKS AND SCRIBES, you will be causing communications to be sent through BOOKS AND SCRIBES’ computer systems which are located in California. As a result, and also as a result of BOOKS AND SCRIBES’ business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these TOS, you acknowledge that use of the Service results in interstate data transmission.

SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

Assumption of Risk.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such content originated. This means that you, and not BOOKS AND SCRIBES, are entirely responsible for all content that you upload, download, post, email transmit or otherwise make available via the service. BOOKS AND SCRIBES control the content posted via the Service does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable; and you may be exposing others to Content that others fin objectionable. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such content. You acknowledge that you may not rely on any content submitted to BOOKS AND SCRIBES, including, without limitation, information in BOOKS AND SCRIBES forums, chat room, and in all other parts of the Service.

Limitation of Liability

Under no circumstances will BOOKS AND SCRIBES be liable in any way for any content, including but not limited to any errors or omissions in any content or ay loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Service.

Removal of Content

You acknowledge that BOOKS AND SCRIBES does not pre-screens content but that they or their designees will have eth right (but not the obligation) in their sole discretion to refuse or move any content that is available via the Service. W9ithout limiting the forgoing, BOOKS AND SCRIBES will have the right to remove any content that violates these TOS or is otherwise objectionable.

Preservation of Content

You acknowledge and agree that BOOKS AND SCRIBES may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these TOS; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of BOOKS AND SCRIBES, its users and the public.

Changes to Content.

You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to applicable security requirements; and/or (c) changes to conform and adapt to technical requirements of connecting networks or device.

Grant of License

BOOKS AND SCRIBES does not claim ownership of content you submit or make available for inclusion on the Service.

Publicly Accessible Areas.

“Publicly accessible” areas are those areas of the Service that are intended by BOOKS AND SCRIBES to be available to the public. By way of example, publicly accessible areas of the Service would include Message Boards and portions of groups that open to both Members and visitors. However, publicly accessible areas of the Service would not include portions of groups that limited to Members, services intended for private communication.

Digital Millennium Copyright Act

BOOKS AND SCRIBES may be required to disclose information the individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize BOOKS AND SCRIBES to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

IMDEMNITY

You agree to indemnify and hold, BOOKS AND SCRIBES and their subsidiaries, affiliates, officers, agents, co-branders, licensors or other partners and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your Connection to the Service, you violation of these TOS, your violation of the AUP or you violation of any rights of another.

You acknowledge that you are responsible for all use of the Service using your account, including use by Children’s Accounts, and that these TOS, the Acceptable Use Policy and Privacy Policy, as amended from time to time, apply to any and all usage of you account, including use by Children’s Accounts. You agree to abide by these terms and you agree to defend, hold harmless and indemnify BOOKS AND SCRIBES from and against any and all claims stemming from usage of this account and any Children’s Account – whether or not such usage is expressly authorized by you.

RESTRICTIONS ON USE AND PROHIBITION OF RESALE

No Resale

The Service is provided for your use only (unless otherwise specifically state) and you agree not to reproduce, duplicate, copy, sell, transfer, trade, resell or exploit for any commercial purposes your membership in the Service, any portion of the Service, use of the Service, or access to the Service, including, but not limited to, reselling capabilities enabled or used by a specific application. All aspects of the Service, except that portion provided by third party providers, is copyrighted and the property of BOOKS AND SCRIBES and/or as applicable. The Service is intended for access to and use of the BOOKS AND SCRIBES web page and any other proprietary or non-proprietary services that BOOKS AND SCRIBES makes available to its Members.

Restricted Use.

You agree not to permit anyone else to use your Member Account. You agree that the Service is not to be used to host peer-to-peer applications that you are not actively using. You agree that the Service is not be used to trunk or facilitate public internet access (Hotspots) or any other Public Use of the Service.

GENERAL PRACTICES REGARDING USE

Community

BOOKS AND SCRIBES provides the Service to you as an individual as well as to the community of Service3 Members. In order to provide an accessible webpage for all, Members are expected to act as part of that community. Inappropriate uses of the Service, BOOKS AND SCRIBES may do one or all of the following: seek a clarification of your activity patterns; temporally terminate your services or cancel your Membership and these will be within BOOKS AND SCRIBES’ sole discretion.

General Practices & Limits

You also acknowledge that BOOKS AND SCRIBES may establish general practices and limits concerning use of the Service, including without limitation, limiting the maximum number of days that messages, postings or other uploaded content will be retained by the Service. You agree that BOOKS AND SCRIBES has no responsibility or liability for the deletion, for failure to store or to deliver any messages and other communications, for the modification or malformation of data communications through the internet or for other content maintained or transmitted by the Service. You further acknowledge that BOOKS AND SCRIBES reserves the right to change these general practices and limits at any time without advance notice.

MODIFICATIONS TO SERVICE

BOOKS AND SCRIBES reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof) with or without notice. You agree that BOOKS AND SCRIBES will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.

TERMS AND TERMINATION

Termination for Cause

BOOKS AND SCRIBES may immediately terminate all or a portion of your membership or suspend any or all individual Member’s access to all or a portion of the Service, without notice, for conduct that BOOKS AND SCRIBES believes is a) illegal, fraudulent, harassing or abusive; (b) a violation of these TOS, any policies or guidelines posted by BOOKS AND SCRIBES on the Service; or (c) harmful to other users, Members, third parties, the Service, or the business interests of BOOKS AND SCRIBES. If BOOKS AND SCRIBES has terminated or suspended a portion but not all of your Service for the foregoing reasons, you will nevertheless be responsible for all charges for the Service through the date of termination, and for any applicable termination charges. Use of a membership for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to the Member. Upon termination of your membership by BOOKS AND SCRIBES for any of the above-mentioned reasons, you will not establish a new membership in BOOKS AND SCRIBES for a period of not less than five years from the date of termination. Upon termination of your membership, BOOKS AND SCRIBES will have no obligation to notify any third parties nor will BOOKS AND SCRIBES be responsible for any damages that may result or arise out of termination of your membership.

Third Party Termination

If you have obtained the Service from a third party, your right to use the Service may be cancelled or suspended by such third party without notice from BOOKS AND SCRIBES. If you receive the Service as part of consolidated billing plan, the consolidated billing account owner may terminate you use of the Service and may6 access or reassign such account.

Use Limitation

BOOKS AND SCRIBES reserves the right to suspend or terminate your Service or to suspend or terminate any Member ED used by you in the event it is used in a manner, which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate; (iv) tends to damage the name or reputation of BOOKS AND SCRIBES, or their respective parents, affiliates and subsidiaries; (v) violates the resale or restrictions on use provisions of this agreement or the BOOKS AND SCRIBES Acceptable Use policy, which may be amended from time to time, interferes with other Members’ use and enjoyment of the Services provided by BOOKS AND SCRIBES.

Termination – Legal Event

In the event a ruling, regulation or order issued b y a judicial, legislative or regulatory body causes BOOKS AND SCRIBES to believe that these TOS and/or the Service provided hereunder may be in conflict with such rules, regulations and orders, BOOKS AND SCRIBES may suspend or terminate the Service, or terminate these TOS without liability. Following such ruling, regulation or order, BOOKS AND SCRIBES may thereafter permanently terminate the Service and/or these TOS without liability.

In the event a BOOKS AND SCRIBES subcontractor of vendor for the material features of the Service stops providing the Service (or any material features thereof) to BOOKS AND SCRIBES for any reason, BOOKS AND SCRIBES will have a reasonable opportunity to arrange for alternative subcontractors or vendors to continue the provision of the Service. In the event that BOOKS AND SCRIBES cannot arrange for reasonably comparable Service within a reasonable period of time (not less than 45 days) following such sub-contractor or vendor event, BOOKS AND SCRIBES may thereafter permanently terminate the Service and/or these TOS without liability.

Termination for Default

If you fail to pay any charge when due, including but not limited to services charges or taxes, or if you provide false or inaccurate information that is required for the provision of the Service or is necessary to allow BOOKS AND SCRIBES to bill you for th3e Service, and such condition continues un-remedied for fifteen days, you will be in default and BOOKS AND SCRIBES may suspend your Service and Member ID or terminate the Service, and Termination Charges may apply. Upon termination of the Service, you Member ID will be permanently lost.

Term and Termination for Convenience

You agree to the specified term set forth in the promotional offer under which you purchased the Service, and to the Termination Charge if you Service is cancelled or terminated prior to the expiration of the term. In the absence of a specified term, the term for your Service will by yearly. At the end of the promotional term, the Service shall convert to a yearly term at the then-current yearly rates.

Contact to Terminate Service:

For BOOKS AND SCRIBES: 916-337-4531 or pjkalbach@booksandscribes.com

Access to After Termination

Upon termination of your Service, you will no longer have access to BOOKS AND SCRIBES using your Member ID.

Note: Children’s Accounts with a combined ID may not be able to access the account provisioned under your combined ID when the member ID of the Member Account holder is closed.

Retention

BOOKS AND SCRIBES has no responsibility for retaining or delivering any data to a terminated Member or an associate of the terminated Member.

DEALINGS WITH ADVERTISERS AND THIRD PARTIES

Advertising

You also understand and agree that the Service may include advertisements and that these advertisements are necessary for BOOKS AND SCRIBES to provide the Service.

Dealings with Advertisers

Your correspondence or business dealings with or participation in promotions of advertisers found on or through the Service, including payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such advertiser. You agree that BOOKS AND SCRIBES will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

Third Parties

If you are receiving Service as part of an agreement between you and a third-party whom BOOKS AND SCRIBES has authorized to distribute or resell all or a portion of the service, BOOKS AND SCRIBES is not responsible for or bound by the terms of any agreement you may have with a tthird-0arty.

LINKS

The Service or third parties may provide links to other World Wide Web sites or resources. Because BOOKS AND SCRIBES has no control over such sites and resources, you acknowledge and agree that neither BOOKS AND SCRIBES is responsible for the availability of such external sites or resources and doe3s not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that BOOKS AND SCRIBES will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.;

BOOKS AND SCRIBES’S PROPRIETARY RIGHTS

No Conveyance

Acknowledgment of Third-Party Rights

You acknowledge and agree that the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by BOOKS AND SCRIBES, or advertisers; you agree no to modify, rent, lease, loan, sell distribute or create derivative works based on the Service in whole or in part.

Software

BOOKS AND SCRIBES is not responsible in any way for any computer programs or devices intended for use in connection with the Service or the net even if such programs or devices are advertised through the Service.

DISCLAIMER OF WARRANTIES

You expressly understand and agree that:

Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. BOOKS AND SCRIBES, and their subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (ii) the results that may be obtained from the use of the service will be accurate or reliable, (iv)the quality of any products, services, information, or other material purchased or obtained by you through eh service will meet your expectations.

Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from BOOKS AND SCRIBES or through or from the service will create any warranty not expressly stated in these TOS.

A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service – dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions.

Limitation of Liability

You expressly understand an agree that BOOKS AND SCRIBES nor their subsidiaries, affiliates, officers, employees, agents, partners or licensors will be liable to you for any indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if BOOKS AND SCRIBES has been advised of the possibility of such damages), resulting from (a) the use or the inability to use the service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the service; (e) failure to insure the c9ompatibility of your system (i.e., the equipment, devices, and software that you provide to receive the service) with the service, or; (f) any other matter relating to the service.

NOTICE

Unless otherwise specified in these TOS, notices to you may be made via either email or regular mail. BOOKS AND SCRIBES may also provide notices of changes to these4 TOS or other matters by sending email, displaying notices or links to notices to you generally or by posting material on booksandscribes.com. It is your responsibility to check the BOOKS AND SCRIBES website.

TRADEMARK INFORMATION

BOOKS AND SCRIBES and BOOKS AND SCRIBES logos and all other BOOKS AND SCRIBES brands, logos and product and service names (“BOOKS AND SCRIBES Marks”) are registered trademarks or trademarks of BOOKS AND SCRIBES knowledge. Any use of BOOKS AND SCRIBES Marks is prohibited without permission of BOOKS AND SCRIBES knowledge.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRIGEMENT

BOOKS AND SCRIBES respect the intellectual property of others, and we ask members to do the same. BOOKS AND SCRIBES may terminate the Service of any Member found to have infringed the copyrights of others and, in such a case, Termination charges may apply.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been other wise violated, please provide BOOKS AND SCRIBES the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work or other intellectual property that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the site;

4. Your address, telephone number, and email address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: By e-mail: pjkalbach@booksandscribes.com, by Phone: (916) 337-4531.

GENERAL INFORMATION

These TOS, any other policies or guidelines referenced herein and the terms set forth in any promotional offer for the Service constitute the entire agreement between BOOKS AND SCRIBES and you. These TOS govern your use of the Service, superceding any prior agreements between you and BOOKS AND SCRIBES with respect to the subject matter of these TOS. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BOOKS AND SCRIBES of affiliate services, third-party content or third-party merchandise. These TOS and the relationship between you and BOOKS AND SCRIBES will be governed by the laws of the Sate of California without regard to its conflict of law provisions. You and BOOKS AND SCRIBES agree to submit to the personal and exclusive jurisdiction of the courts located with the county of Placer, California. The failure of BOOKS AND SCRIBES to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions a reflected in the provision, and the other provisions of these TOS remain in full force and effect. You agree that, except as otherwise expressly provided in these TOS, there shall be no third party beneficiaries to this agreement. You agree that your account is non-transferable and any rights to you I.D. or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles and paragraph headings in these TOS are for convenience only and have no legal or contractual effect.

VIOLATIONS

To report violations of these TOS, please go to booksandscribes.com, or e-mail us at:pjkalbach@booksandscribes.com.