Terms Of Service Agreement (End User License Agreement) AS AT DECEMBER 15, 2005 ("Effective Date")

EITHER:
A) the user is an employee of a company which has a signed agreement with BookNet Canada to access this service and the user is familiar with, and agrees to be bound by, the terms therein;
OR
B) These following standard terms apply:

1. TERMS OF SERVICE
   BookNet Canada ("BNC") agrees to make available these sales data analysis services to the end user ("you", "your"), subject to the terms of service set out in this agreement ("TOS"). In addition, when using particular services, you are subject to any posted rules applicable to such services, which may be posted from time to time at www.salesdata.ca.

2. DESCRIPTION OF SERVICE

   1. The service ("Service") provides reporting on collected sales data from retailers selling in Canada, with reports and data elements defined by BNC. Accuracy and efficacy of reporting is subject to, among other factors, the accuracy and currency of bibliographic data provided by publishers and other data sources. Data elements or terms_titles will be displayed or made available for report generation provided that a) retailer-supplied data is sufficient to produce accurate values, b) presentation of those values does not compromise anonymity of participating retailers, and c) presentation of the data does not violate any confidentiality agreement entered into by and between BNC and any third party, all at the sole discretion of BNC. You agree that your use of the Service is subject to subscription fees as defined by BNC and that your access to the Service is contingent on the payment of such fees.
   2. Unless explicitly stated otherwise, any new features or content that augment or enhance the current Service, and for which you subscribe, shall be subject to the TOS. In this Agreement, "content" includes, without limitation, the data and analysis you acquire through or as part of the Service. You understand and agree that while BNC will take commercially reasonable steps, commensurate with its resources and mandate, to provide error free data, neither BNC nor its Suppliers assume responsibility for the accuracy of the content or its aggregation or manipulation, or for the timeliness, mis-delivery or non-delivery of same, or any failure to store or accurately store, any user communications, addresses or personalization settings. For the purposes of this agreement, "suppliers" means any provider of services to BNC for use in the Service.
   3. You are responsible for obtaining access to the Service and that access may involve fees to BNC (as set out in the TOS) or third party fees (such as Internet service provider or airtime charges).
   4. You must provide and are responsible for all equipment necessary to access the Service.

3. CERTAIN SUBSCRIPTION OBLIGATIONS
   You agree to: (a) provide true, accurate, current and complete information about yourself during the registration process and (b) promptly update the information in your account profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or BNC or its suppliers have reasonable grounds to suspect this, BNC or its suppliers have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof), including any transition rights.

4. CONFIDENTIALITY
   You agree to maintain the confidentiality of the data provided to you through the Service, and any derivative works ("Data"), and the terms and conditions of this Agreement (including its Schedules), and not to disclose, sell, rent, lease, license, republish or otherwise transfer or give same to any third parties, including, without limitation, any media, whether or not you receive any compensation for doing so. You acknowledge that any unauthorized distribution, disclosure, or use of the Data, by you or anyone accessing the Data through you, will cause irreparable harm to BNC, its suppliers and/or those organizations providing BNC with data for the Service ("Data Sharing Participants") for which damages may not be adequate compensation and you therefore agree that in addition to any other remedies BNC or an affected Data Sharing Participants may have against you, BNC or any affected Data Sharing Participant, is immediately enterms_titled to equitable relief, including an injunction, without the posting of any bond, in order to stop any breach, continuing breach, or threatened breach of this Agreement.

   You agree BNC (or its suppliers) may preserve and 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 the TOS; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of BNC, its users and the public.

   USAGE RESTRICTIONS
   You shall indicate BookNet Canada or BNC SalesData as the source on any copies, excerpts, or derivative works of the Data, whether used by you internally or externally. You may engage a third-party analyst or services firm to provide you with analysis derived from the Data, so long as they are bound by an agreement with BNC (but no less protective of BNC than this agreement), and which governs the type of data and analysis you wish to share. Except as authorized by BNC, you shall not:

   1. license, distribute, republish, transfer, give or sell the Data, or any derived works, without BNC's written consent;
   2. make reference to Data or derived works in any media, unless such statements have been approved in writing, in advance, by BNC;
   3. attempt to analyse the Data to derive information about any Data Sharing Participant for which you have not been explicitly granted permission to view as disaggregated data by BNC.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY
   You are responsible for maintaining the confidentiality of your password, and for all activities that occur under your password or account. You agree to (a) immediately notify BNC of any unauthorized use of your password or account or any other breach of security, and (if applicable); and (b) exit from your account at the end of each session. You agree to hold BNC, and its suppliers harmless from any damage you or anyone else suffers arising from your failure to comply with this Section 5. If the end user is a sole proprietorship with employees, or a corporation with employees, then you, as end user, are responsible for the actions of your employees or partners as the case may be.

6. MEMBER CONDUCT
   

   1. BNC will take commercially reasonable steps, commensurate with its resources and mandate, to ensure the data provided to you is free of viruses, and other destructive elements, and that BNC's processing of data results in accurate aggregations. However, you acknowledge that BNC does not control the content made available via the Service and, as such, does not guarantee the accuracy, integrity, quality or appropriateness of such content for any particular viewer. Under no circumstances will BNC or its suppliers be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use or viewing of, or reliance upon, any content posted, e-mailed, transmitted or otherwise made available via the Service. You agree to evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. By using the Service, you may be exposed to Content which may contain viruses, and other destructive elements.
   2. You agree to not use (or permit others to use) the Service to:
      1. send any material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      2. reverse engineer, decompile, or otherwise deconstruct any part of the Service;
      3. 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;
      4. intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, rules, orders and regulations having the force of law;
      5. violate applicable laws regarding transmission of technical data exported from the country in which you reside; or
      6. take any action that imposes an unreasonable or disproportionately large load on the BNC service or its suppliers. If BNC believes your actions offend this s.6.B.(f), then BNC may by written notice, require you to reduce the load, within a reasonable time.
   3. You understand that the technical processing and transmission of the Service, including the content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
   4. You agree that if you are involved in the ongoing direct sale of books to consumers or libraries, whether by online e-commerce, catalogue sales or other means, you shall contribute weekly sales data in the manner and frequency specified in BNC's Sales Data Analysis Participant Agreement.

7. INDEMNITY
   You agree to indemnify and hold BNC, and its suppliers, and BNC's and its suppliers' officers, agents, directors and employees, harmless from any claim or demand, including legal fees, made by any third party due to or arising out of your use of the Service or its content, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

8. GENERAL PRACTICES REGARDING USE, STORAGE AND SERVICE MODIFICATION
   You agree that BNC: a) reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof) with or without notice; BNC will provide one (1) month notice for changes to downloadable data formats and other areas on which the subscriber's systems may be dependent (to be defined by BNC acting reasonably). b) may supply any or all of the Service on its own behalf, or as a sublicensor or reseller on behalf of a third party supplier, and may substitute such third party suppliers without notice; and c) shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service which may occur for routine maintenance, routine or extraordinary repairs, or the need to respond to a virus or other attack on the system or using the system.

9. TERMINATION AND SUSPENSION
   

   1. You agree that BNC, in its sole discretion, may (or may instruct its suppliers to), suspend or terminate your password, account (or any part thereof) or use of the Service, remove and discard any content within the Service, 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, discontinue providing the Service, or any part thereof, with or without notice: a) if BNC believes that you have violated or acted inconsistently with the letter or spirit of the TOS, and have not either cured the breach (if curable) or provided a satisfactory undertaking to BNC or the applicable authorities, within five (5) business days of receiving a notification of a material breach, and within thirty (30) calendar days of a non-material breach; or (b) temporarily for maintenance purposes. Further, you agree that BNC shall not be liable to you or any third-party for any termination or suspension of your access to the Service.
   2. Data obtained pursuant to this agreement may be destroyed by you, or retained by you, at your discretion. If you decide to retain the information, the obligations and restrictions set out in s.4 (Confidentiality) survive for as long as you choose to retain such data, rather than destroy it.

10. BNC'S PROPRIETARY RIGHTS
    You agree the Service and any necessary software used in connection with it ("Software" contain proprietary and confidential information protected by applicable intellectual property and other laws, including but not limited to copyright, and trade and service mark protections, and is owned by BNC or its suppliers. You agree not to access the Service by any means other than through the interfaces provided by or through BNC for use in accessing the Service.

11. DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND CONDITIONS
    BNC will take commercially reasonable steps, commensurate with its resources and mandate, to ensure the data provided to you is free of viruses, and other destructive elements, and that BNC's processing of data results in accurate aggregations. However, except as noted in the prior sentence you acknowledge and agree that:

    1. YOUR USE OF THE SERVICE (AND THE CONTENT YOU OBTAIN THROUGH IT), IS AT YOUR SOLE RISK. THE SERVICE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BNC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. BNC AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR CONTENT, OR THE CONTENT ITSELF, WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE OR SOFTWARE OR CONTENT WILL BE CORRECTED.
    3. ANY MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED OR OTHERWISE OBTAINED OR SENT, 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 OPENING, DOWNLOAD OR SENDING OF ANY SUCH MATERIAL.
    4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BNC OR ITS SUPPLIERS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
    5. AS VIRUSES ARE FREQUENTLY CREATED AND DISTRIBUTED, IT IS YOUR RESPONSIBILITY TO OBTAIN AN ANTIVIRUS PROTECTION. THERE IS NO WARRANTY THAT THE SERVICE WILL DETECT ANY VIRUSES PRESENT IN CONTENT OR SENT TO YOUR COMPUTER SYSTEM, NETWORK OR EMAIL SERVER; YOUR RESPONSIBILITIES INCLUDE ENSURING YOU HAVE SUFFICIENT BACK-UP SYSTEMS IN PLACE.

12. LIMITATION OF LIABILITY
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT BNC AND ITS SUPPLIERS, SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF BNC OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE (INCLUDING USE OF THE CONTENT); (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, CONTENT, 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) CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. BNC SHALL BE LIABLE FOR DIRECT DAMAGES ONLY, AND THE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE FEES YOU HAVE ALREADY PAID TO BNC FOR THE MONTH IN WHICH THE EVENT GIVING RISE TO THE LIABILITY OCCURRED.

13. NOTICE
    Notices to you, or by you to BNC, may be made via confirmed e-mail, confirmed fax, registered mail, or courier. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

14. TRADEMARK INFORMATION
    Without BNC's prior permission, you agree not to display or use in any manner, the BNC's or its suppliers' trademarks or service marks, except as expressly set forth above.

    You agree that your name may be included by BookNet Canada in promotional materials and other public communications as a subscriber to the Service.

15. SUPPORT
    BNC will provide e-mail support to subscribers on an as available basis.

16. GENERAL INFORMATION
    a) Your subscription form (e.g. covering your term, the initial types of service and content you request, method of payment, price etc.) and this TOS, constitute the entire agreement between you and BNC and govern your use of the Service, superseding any prior agreements between you and BNC related to sales data analysis services. Additional terms and conditions may apply when you use other services or parts of the Service (such as custom analysis services). The TOS and the relationship between you and BNC shall be governed by the laws of Ontario, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Toronto. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. 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 the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section terms_titles in the TOS and schedules are for convenience only and have no legal or contractual effect.