Participation Agreement

InnerCampus.com Participation Agreement

1) Overview

1.1. Introduction. InnerCampus.com is an online used book exchange owned and operated by KhanNy LLC. (KhaNy, InnerCampus.com or We). InnerCampus.com is an online venue that allows registered users to buy and sell books via the online exchange. You must be a registered user to buy or sell books online. This agreement (the Agreement) explains the terms and conditions of the relationship between you, the registered user (the Member, You) and InnerCampus.com. Use of the Exchange is governed by this Agreement. By registering as a InnerCampus.com Member and using the InnerCampus.com.com Website (the Site), Exchange, and all other services offered on this Site (the Services), you agree to be bound by all the terms and conditions of this Agreement.

1.2. Modification. InnerCampus.com reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Exchange, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes are effective within ten (10) days of posting on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this Site and Exchange following InnerCampus.com posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, then please discontinue use of the Site and Exchange.

2) Registration. Eligibility.

2.1. Eligibility. Only registered users may use the Site and Exchange services. To register, you must be at least 18 years old, and a United States citizen or legal resident that can legally enter into and form binding contracts. For example, minors are not allowed to use the Site and Exchange. You must provide your real name, postal address, phone number, e-mail address, and valid credit card information only at time of purchase.

2.2. Registration. Registration data is kept private in accordance with the terms of this Agreement and InnerCampus.com' Privacy Policy. Registration is secure and private, with data transmission protected by Secure Sockets Layer (SSL) encrypting technology. Upon registration, we provide you with a password protected account to access the Site and use the Exchange. Member name and password data is kept private in accordance with the InnerCampus.com Privacy Policy.

3) Exchange Policies and Guidelines

3.1. The Exchange matches Members who want to sell books (" Sellers") with Members who want to buy books (" Buyers") at the local campuses. All Buyers and Sellers must be registered Members of InnerCampus.com.

3.2. Selling Books. Sellers are allowed to list there textbooks free of charge. To become a Seller, you must become a registered user of our exchange. When contact information is purchased on a particular textbook that book will be hidden from public view, users can repost a textbook within 5 days if the transaction was unsuccessful with the buyer. InnerCampus.com collects payment from the buyer for the purchase of sellers contact information. Once purchase has been made your textbook will be hidden from public view for 5 days before being removed from the InnerCampus.com database. Sellers and Buyers are required to have a valid credit card and or paypal account to make payment.

Sellers list books for sale by first by creating an account, then following the steps to sell your textbook within your school. During the posting processing the Seller describes the book condition and determines the sale price according to the guidelines established in the Seller Guidelines. Once the Seller determines the book condition and sale price, the book is then listed for sale in the InnerCampus.com Exchange.

The Seller will receive an email notification of the interested buyer along with their contact information to complete the sale. At InnerCampus.com our focus is to encourage students to resell there textbooks within their campus, but some might choose not to do so. If that is the case seller is required to deliver the book, either in person or by mail within one (1) business day after confirmation of the sale. If the buyer for whatever the reason doesn't follow thru with the deal, Seller has by the fifth (5) day to make the textbook available once again to the public with no charge. On day six (6) the already hidden book will be removed from the site.

3.3. Buying Books. A Buyer that is interested in purchasing the book from the Seller will have to purchase the sellers contact information in order to complete the transaction. This offer is made in the form of a completed purchase transaction in the InnerCampus.com shopping cart/bookbag. Upon selecting the textbook of choice and adding it your shopping cart/bookbag, the Buyer authorizes his/her credit card to be charged for the amount of the sale minus shipping charges. All users are strongly encouraged to sell to fellow student within your home Campus.

The Seller is required to deliver the book, either in person or by mail within one (1) business day after confirmation of the sale. If you the buyer for whatever the reason doesnt follow thru with the deal, Seller has by the fifth (5) day to make the textbook available once again to the public with no charge. After day 6 the book will be removed from the site.

3.4. Seller Obligations. By entering into this Agreement and posting a book for sale on the Exchange, you agree to complete the entire transaction including providing accurate descriptions of your books, selling your books at the prices you list, and shipping your books within the specified timeframes outlined in this Agreement and the Seller Guidelines. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable. If a Seller ships an incorrect book to a Buyer or misrepresents the book condition to the Buyer, then the Seller is obligated to either a) swap books with the Buyer for the listed book in the listed condition, postage paid by Seller, or b) issue a full refund to the Buyer upon receipt of the returned book.

3.5. Returns / disputes. A Buyer cannot cancel an order unless a) the book is not received by the Buyer within 15 days of the date of order for Media Mail or 5 days for Priority Mail, b) the book condition is considerably different from the condition represented by the Seller (A book is considerably different if the book condition is unusable or if the book condition varies materially from the condition represented by the Seller), or c) an incorrect book is shipped to the Buyer. Most problems are usually simple misunderstandings and can be worked out between the Buyer and Seller. If the Buyer and Seller are unable to resolve the problem according to the guidelines outlined in the InnerCampus.com Return Policy, then the Buyer and/or Seller must contact InnerCampus.com so that the dispute can be resolved by InnerCampus.com, according to the guidelines established in the Return Policy, at InnerCampus.com sole discretion.

4) InnerCampus.com Role

InnerCampus.com provides a platform for Buyers and Sellers to negotiate and complete transactions. InnerCampus.com is not involved in the actual transaction between Buyers and Sellers and is not the agent of and has no authority for either for any purpose. As a Seller, you may list any book on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in Section 5.2 of this Agreement, or otherwise prohibited by law. It is up to the Seller to accurately describe the book for sale. As a Seller, you use the Site and the Services at your own risk.

4.1. Permission. You, as a Buyer, grant InnerCampus.com permission to charge your credit card for the purchase of books/contact information. You, as a Seller, grant InnerCampus.com permission to charge your credit card for listing textbooks on our market place

4.2. Grant of license. By entering into this Agreement and listing a book, You grant InnerCampus.com a nonexclusive, worldwide, royalty-free, transferable, sub-licensable, irrevocable right and license to display, adapt, reproduce, modify, and publish on the Site and on the sites of our parent, subsidiaries and marketing associates, any book descriptions, specifications, and/or images. If we add your book information and/or images to our database, you grant InnerCampus.com a non-exclusive, perpetual, transferable, sub-licensable, worldwide, paid-up, royalty-free right and license to reproduce, modify, adapt, publish and display on the Site and on the sites of our parent, subsidiaries and marketing associates, the specifications and/or images you provide. You represent and warrant that you own or otherwise control all of the rights to the content you submit to InnerCampus.com and its affiliates, and that the use of such materials by InnerCampus.com and its affiliates will not infringe upon or violate the rights of any third party.

4.3. Release. InnerCampus.com provides a platform for Buyers and Sellers to negotiate and complete transactions. InnerCampus.com is not involved in the actual transaction between Buyers and Sellers and is not the agent of and has no authority for either for any purpose. InnerCampus.com has no control over the quality, accuracy, safety or legality of the books listed by Sellers, the ability of Sellers to sell books or the ability of Buyers to buy books. We are not a guarantor of any transaction nor are we an escrow company. Because InnerCampus.com is not involved in the actual transaction between Buyer and Seller, in the event that you have a dispute with one or more Members, you release InnerCampus.com and our subsidiaries, affiliates, officers, directors, subcontractors, agents, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

4.4 Reservation of Rights. InnerCampus.com retains the right to immediately remove any book listed for sale, prevent or restrict access to the Site or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the procedures and guidelines contained in Section 5 of this Agreement.

5) Illegal Activity

5.1. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and InnerCampus.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

5.2. Prohibited Items. Without limitation, you may not list any book or related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; (c) is counterfeited, illegal, stolen, or fraudulent; (d) is pornographic or obscene; or (e) is promotional or extraneous material not provided or approved by InnerCampus.com. This includes, without limitation, bookmarks, coupons, flyers, catalogs, brochures, business cards, solicitations or other marketing or advertising material that announces a web site or invites the Buyer to visit a website other than InnerCampus.com.com.

5.3. Investigation. InnerCampus.com has the right, but not the obligation, to monitor any activity and content associated with this Site. InnerCampus.com may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including pending book listings. InnerCampus.com reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a good, the source of a good, your acquisition of a good, the price you paid for a good, or the shipping information.

5.4. Disclosure of Information. InnerCampus.com also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties in accordance with our Privacy Policy, and InnerCampus.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

5.5. Adjustments. You authorize us to charge your credit card (or debit your bank account) or withhold payment for any amount you owe us if (a) a sale is cancelled for any reason; (b) an adjustment is made in accordance with our Return Policy; (c) we believe that you have committed fraud or other illegal acts or omissions during any buying or selling activity; or (d) you otherwise owe us a specific amount. We may also deduct any amount you owe us from any amounts we owe you.

5.6. Violations, Termination and Suspension. InnerCampus.com reserves the right to take any action that we deem appropriate in our sole discretion, including without limitation, issue a warning, edit a listing, or suspend or deny access to the Site if: (a) you breach this Agreement or the policies it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other members, or for InnerCampus.com.

6)Sales, Use, or Similar Taxes

You agree that Buyers and Sellers are responsible for any and all tax related issues that may arise, including collecting, reporting, and remitting the correct tax to the appropriate tax authority. You also agree that InnerCampus.com is not responsible to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. You agree that InnerCampus.com reserves the right to collect sales tax for Exchange purchases on behalf of the State of Texas only and to require tax identification numbers from sellers.

You shall indemnify and hold InnerCampus.com, and its subsidiaries, affiliates, officers, directors, subcontractors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by InnerCampus.com that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of InnerCampus.com as a reseller of books.

7) Intellectual Property

7.1. You acknowledge and agree that (a) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") is and shall remain our sole property, and (b) nothing in this Agreement shall confer to you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of InnerCampus.com' rights in such Intellectual Property.

7.2. Copyright (c), InnerCampus.com.com, Inc. The Software and the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of InnerCampus.com or you its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of InnerCampus.com and is protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

8) No Warranties

8.1 THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. INNERCAMPUS.COM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF AUCTION OR FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF AMAZON.

TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AMAZON DISCLAIMS ANY AND ALL SUCH WARRANTIES.

8.2. INNERCAMPUS.COM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT AND SPECIAL DAMAGES) WHICH MAY RESULT FROM THE MANUFACTURE, OFFER, PURCHASE, SALE, DISTRIBUTION OR USE OF BOOKS.

8.3. INNERCAMPUS.COM 'S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY ONE ELSE IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) $100, AND (B) THE TOTAL DOLLAR AMOUNT OF ALL FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION ALLEGEDLY GIVING RISE TO LIABILITY.

8.4. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

9) General Release

BECAUSE INNERCAMPUS.COM IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER MEMBER DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE MEMBERS, EACH OF YOU RELEASES INNERCAMPUS.COM (AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBCONTRACTORS, AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

10) Indemnity / Limitation of Liability

10.1. Indemnity and Defense. You agree to defend, indemnify and hold harmless InnerCampus.com and its subsidiaries, affiliates, officers, directors, subcontractors, agents and employees from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

10.2. Limitation of Liability. INNERCAMPUS.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SITE, THE SERVICES, THE EXCHANGE, THE INABILITY TO USE THE SITE OR SERVICES OR EXCHANGE, OR THOSE RESULTING FROM ANY GOODS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES AND EXCHANGE.

11) Applicable Law / Arbitration

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A., without regard to its provisions governing conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to binding arbitration in San Antonio, Texas, under the then-current rules of the American Arbitration Association, except for allegations that you have in any manner violated or threatened to violate our intellectual property rights. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. In the event InnerCampus.com alleges that you have violated or threatened to violate our intellectual property rights, We may seek injunctive or other appropriate relief in any state or federal court in the state of Texas, and you consent to exclusive jurisdiction and venue in such courts.

12) Termination

InnerCampus.com, in our sole discretion, may terminate this Agreement, access to the Site or Exchange or the Services, or any book listings immediately without notice for any reason.

13) General Provisions

13.1. Entire Agreement. This Agreement, and all and policies incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, whether written or oral.

13.2. Notices. All notices to InnerCampus.com shall be sent to the email addresses provided on the Site (e.g., orders@InnerCampus.com.com), except as expressly stated otherwise. Our address is P.O Box 201292 San Antonio, TX 78220. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provide to us during the registration process. Such notice shall be deemed given one (1) business day after the email is sent.

13.3. Modification No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement.

13.4. No Agency; Third Party Beneficiary. InnerCampus.com is not the agent, fiduciary, trustee, or other representative of you, and We do not act as the agent of either party in any dispute and do not have the responsibility for resolving disputes. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of InnerCampus.com, you, and relying Buyers or Sellers.

13.5. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

13.6. No Waiver. We will not be considered to have waived any of our rights or remedies described in this Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. InnerCampus.com failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of InnerCampus.com' right to subsequently enforce such provision or any other provisions of this Agreement.

13.7. Assignment; Transferability. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of InnerCampus.com, at our sole discretion.

14) Additional Provisions

This Agreement incorporates by reference the following policies also found on this Site:

Seller Guidelines

Seller Ratings

Privacy Policy