1. ACCEPTANCE OF TERMS AND Conditions QualityBooks.com provides its service to you, subject to the following Terms and Conditions ("TAC"), which may be updated by us from time to time without notice to you. In addition, when using particular QualityBooks.com services, you and QualityBooks.com shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TAC. 2.REQUIRED SERVICES FOR ONLINE TRANSACTIONS A ONE TIME membership fee of $49.95 will be required to process your membership application and to set up your security access. 3. DESCRIPTION OF SERVICE QualityBooks.com currently provides users with access to a rich collection of on-line resources, including various merchandise for resale, online shopping services, personalized content and affiliate services. Unless explicitly stated otherwise, any new features that augment or enhance the current service, including the release of new QualityBooks.com properties, shall be subject to the TAC. You understand and agree that the service is provided "AS-IS" and that QualityBooks.com assumes no responsibility for the timeliness, deletion, or misdelivery of merchandise, or failure to store any user communications or personalization settings. In order to use the service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please be aware that QualityBooks.com has created a service that requires you to be at least 18 years of age to use. 4. YOUR REGISTRATION OBLIGATIONS In consideration of your use of the service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the New Membership registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or QualityBooks.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, QualityBooks.com has the right to suspend or terminate your account and refuse any and all current or future use of the service (or any portion thereof). 5. QUALITYBOOKS.COM PRIVACY POLICY Registration Data and certain other information about you is subject to our Privacy Policy. We will not release any of the information you provide to QualityBooks.com to any outside agency or affiliate. All information will be held in complete confidence between you and QualityBooks.com. 6. MEMBER ACCOUNT, PASSWORD AND SECURITY You will receive a password and account designation upon completing the New Membership Registration Application. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify QualityBooks.com of any unauthorized use of your password or account or any other breach of security, and (b) you agree not to access the Service by any means other than through the interface that is provided by QualityBooks.com for use in accessing the Service. QualityBooks.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6. 7. DUTIES AND RESPONSIBILITIES Recognizing the global nature of the Internet, you agree to comply with all local and state rules regarding online business transactions. Specifically, you agree to comply with all applicable Federal, State, and Local licensing and tax requirements. 8. INDEMNITY You agree to indemnify and hold QualityBooks.com, and its subsidiaries, affiliates, officers, agents, co-branders, resellers 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 your use of the Service, your connection to the Service, your violation of the TAC, or your violation of any rights of another. 9. NO RESALE OF SERVICE You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. 10. MODIFICATIONS TO SERVICE QualityBooks.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) and/or merchandise with or without notice. You agree that QualityBooks.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service or merchandise. 11. TERMINATION You agree that QualityBooks.com, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if QualityBooks.com believes that you have violated or acted inconsistently with the letter or spirit of the TAC. QualityBooks.com may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TAC may be effected without prior notice, and acknowledge and agree that QualityBooks.com may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that QualityBooks.com shall not be liable to you or any third-party for any termination of your access to the Service. 12. 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 QualityBooks.com shall 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. 13. LINKS The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because QualityBooks.com has no control over such sites and resources, you acknowledge and agree that QualityBooks.com is not responsible for the availability of such external sites or resources, and does 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 QualityBooks.com shall 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. 14. QUALITYBOOKS.COM'S PROPRIETARY RIGHTS You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") 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 QualityBooks.com, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part. QualityBooks.com grants you a personal, nontransferable and non-exclusive right and license to use the product images and thumbnails of our merchandise, provided that you do not (and do not allow any third party to) create a derivative work of, or otherwise attempt to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the product images. 15. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QUALITYBOOKS.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANDISE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. QUALITYBOOKS.COM MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) 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 THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. c. ONCE MEMBERSHIP IS MATURED FOR 30 DAYS AND MEMBERSHIP FEES ARE PROCESSED, YOU UNDERSTAND AND AGREE THAT NO REFUNDS OF SUCH FEES ARE IMPLIED OR EXPRESSED. d. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT 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. e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUALITYBOOKS.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TAC. 16. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT QUALITYBOOKS.COM SHALL NOT BE LIABLE FOR ANY DIRECT, 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 QUALITYBOOKS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) 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; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. 17. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU. 18. NOTICE Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TAC or other matters by displaying notices or links to notices to you generally on the Service. 19. COPYRIGHTS and COPYRIGHT AGENTS QualityBooks.com respects the intellectual property of others, and we ask our users to do the same. This site is copyright© 1999-2002 and no duplications or reuse of any or part of it's contents may be granted without the expressed written consent of QualityBooks.com. 20. VIOLATIONS Please report any violations of the TAR to our QualityBooks.com team.