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Hi booksellers, 

You are receiving this email because you are part of the 10% profit pool on Bookshop.org. Tim Huggins (founder of Newtonville Books and former CFO at  Brookline Booksmith) is joining us at Bookshop, helping all of our stores receive payments. Welcome, Tim! 

Tim and I need a few things from you in order for your share of the 10% pool to be sent to you: 
  • Please let us know if you have more than one bookstore location (and if so, how many total):
    • The Bookshop board has decided each bookstore will receive one full share and that stores with multiple locations will receive 0.5 additional shares per location. We believe this strikes the right balance of helping all stores, large and small. 
  • Because of the state of the world at this moment, we prefer to pay via ACH transfers rather than checks. Please send Tim (and cc me) your bank information (account number, routing number, and bank name) by June 19th. 
    • Tim’s email address is: tim.huggins@bookshop.org
  • There is no longer a need for a form to be signed to receive these funds. By accepting the funds, you are agreeing to our Terms, which can be found below in this email.
  • Of note:
    • The pool will consist of 10% of all non-ABA-bookstore affiliate sales on Bookshop.org from January 28-June 30 2020.
    • Anyone who has joined Bookshop as an ABA bookstore with a physical location from January 28 until June 1 will be included in this round. 
    • The “Total Raised for Independent Bookstores” bar listed on Bookshop.org is the combined earnings of all the bookstore affiliates on our platform, plus the 10% profit pool. The profit pool amounts to roughly 30% of that total.
    • 100% of all non-affiliated ebook sales commissions through Hummingbird and audiobook commissions through Libro.fm via Bookshop.org will be added to the profit pool as well. Bookshop will not take any share of those earnings.
Please feel free to email Tim and I with any questions, and expect to have your transfer cleared by the end of June at the latest. I hope you all are doing as well as can be right now; sending you love and light.   

Sincerely,   

Sarah, Tim, and the whole Bookshop team 
 

 
BOOKSHOP TERMS AND CONDITIONS OF ABA MEMBER REVENUE POOL

Last Updated: 3/30/2020  

Bookshop, Inc. (“Bookshop”) is a public benefit corporation that provides independently owned booksellers, industry partners, and conscious consumers with a direct-to-consumer e-commerce solution competitive to that of major retailers.

In connection with Bookshop’s Marketing and Promotion Agreement with the American Booksellers Association, Inc. (the “ABA”), for so long as such agreement remains in effect, Bookshop is offering to eligible Bookstore Members (as defined in the Bylaws of the ABA {https://www.bookweb.org/about/govern/bylaws}) (“Participants”) the opportunity to receive a portion of ten percent (10%) of Bookshop’s Revenues (as defined below) derived by from its sales on the Website divided equally among all Participants (“Shared Revenues”).  

By opting in to receive the Shared Revenues, each eligible Bookstore Member, acting through its duly authorized representative or agent, agrees to these Terms and Conditions of ABA Member Revenue Pool (including new versions thereof when and as they go into effect) (“Revenue Pool Terms”), which constitutes a legally binding agreement between Bookshop and each such Participant.  

Shared Revenues for Sales by Bookshop  

For purposes hereof, “Revenue” shall mean all gross receipts derived and actually received by, or irrevocably credited to and redeemed by, Bookshop from its sales made to its customers on or through the Website for such merchandise, less applicable taxes but without any deductions for costs incurred in the sale, advertising, promotion, distribution, shipping, storage, and other transportation of such products. BOOKSHOP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO ANY PARTICIPANT REGARDING THE AMOUNT OF SHARED REVENUES, IF ANY, THAT MAY BE REALIZED HEREUNDER OR GUARANTEE ANY MINIMUM AMOUNT OF SHARED REVENUES.  

Eligibility to Receive Shared Revenues  

To register and to continue to receive Shared Revenues, a Bookstore Member must (i) be in good standing with the ABA as determined by the ABA from time to time, (ii) have at least one (1) physical retail location, and (iii) not be under any obligation or commitment, whether contractual or otherwise, inconsistent with its obligations under these Revenue Pool Terms. Each registrant represents and warrants to Bookshop that it meets the eligibility requirements set forth herein. Bookshop reserves the right to request verification from the ABA at any time to determine eligibility and to refuse or terminate any applicant or registrant for failure to meet such eligibility requirements at any time. If requests for documentation are not responded to in a timely manner, Bookshop reserves the right to terminate, deactivate, or deny an existing or applicant Participant.

Payment of Shared Revenues  

Shared Revenues are paid out to Participants every six months for the periods January 1 through June 30 of each calendar year (“First Period”) and July 1 through December 31 of each calendar year (“Second Period”). Participants must be registered and verified and approved by Bookshop as Participants no later than June 1 to receive Shared Revenues derived in the First Period such year and no later than November 1 to receive Shared Revenues derived in the Second Period of such year.  

Payment Information  

Bookshop shall remit Shared Revenues to each Participant by issuing a check made payable to the applicable Platform Affiliate. A Participant must provide Bookshop with accurate and up-to-date payment information, and Bookshop shall not be held liable for its inability to remit such funds as a result of incomplete payment information. If Bookshop cannot settle funds into a Participant’s account after the period of time set forth by its state, country, or other government authority in its unclaimed property laws, Bookshop may process the funds due to such Participant in accordance with Bookshop’s legal obligations, including by submitting those funds to the appropriate government authority as required by applicable law. Each Participant will pay all taxes for which it is responsible under any applicable law or regulation when such taxes are due.  

Indemnification  

Bookshop and each Participant (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its respective present and future parent, subsidiary, and affiliate companies or any of their respective present and future officers, directors, stockholders, members, managers, partners, employees, contractors, affiliates, content partners, vendors, third-party licensors, distributors, advertisers, other contracting parties, agents, representatives, successors, and permitted assigns (the “Indemnified Party”) from and against any and all liabilities, claims, suits, actions, causes of action, damages, costs, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs) brought or asserted by a third party (a “Claim”) to the extent arising out of or attributable to any material breach, or allegation which, if true, would constitute a material breach, of the Indemnifying Party’s representations, warranties, covenants, and other obligations hereunder. The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any such Claim (a delay in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give the Indemnifying Party the opportunity to defend or settle any such Claim at the Indemnifying Party’s sole cost and expense and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in defending or settling such Claim. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party; provided, the Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.  

Limitation of Liability  

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BOOKSHOP OR ANY PARTICIPANT’S TOTAL LIABILITY UNDER THESE REVENUE POOL TERMS TO THE OTHER FOR ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH THEREOF, SHALL IN NO CASE EXCEED THE REVENUE RECEIVED BY SUCH PARTICIPANT FOR THE APPLICABLE CALENDAR YEAR.  

Termination  

Notwithstanding anything in either these Revenue Pool Terms to the contrary and in addition to all other remedies available under these Revenue Pool Terms, either Bookshop or a Participant may terminate such Participant’s receipt of Shared Revenues at any time, for any reason or no reason, with or without cause. Upon termination, (i) all rights granted shall immediately terminate and revert the grantor or licensor and (iii) Bookshop and the Participant shall immediately discontinue any and all representations or statements from which it might be inferred that any relationship exists between Bookshop and such Participant.  

Relationship Between Participants and Bookshop  

These Revenue Pool Terms do not constitute or establish an employment relationship, partnership or joint venture between Bookshop or any Participant. Neither party is a representative or agent of the other or shall so hold itself out publicly or to any third party or incur any liability for the other party.  

Acceptance of Revenue Pool Terms; Changes to Revenue Pool Terms  

By registering for and accepting Shared Revenues, each Participant is deemed to have accepted the terms of these Revenue Pool Terms. Bookshop may change or amend these Revenue Pool Terms at any time upon notice to each Participant, and each Participant must affirmatively agree to the new terms in writing. The observance of any provision of these Revenue Pool Terms may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving party. Any party’s failure to enforce its rights under these Revenue Pool Terms at any time for any period will not be construed as a waiver of such rights. Bookshop and each Participant agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.   

Contact

Questions or comments about these Revenue Pool Terms should be sent by email to andy.hunter@bookshop.org or mail to Bookshop, Inc, 413 Humboldt Street, #1L, Brooklyn, New York 11211.

 
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