Author - Seller Agreement

By clicking on the "Register" button, you (hereinafter: "Author" OR "You") are consenting to become a party to this Agreement (hereinafter: "the Agreement") with Academic Resources Center Inc (hereinafter: "ARC") and to be bound by all the terms included herein.

If you do not agree to all of the terms of the Agreement, click on the "Do not agree" link and the Agreement will not be executed. The date on which the Agreement is accepted shall be the date that the Agreement becomes effective.

1. Ownership - Author hereby declares that s/he is the sole owner of the materials (hereinafter: "the Materials"), which he is interested in publishing in accordance with the Agreement, and he is the owner of copyright and all other intellectual property rights related to the Materials.

2. License - Author hereby grants ARC an irreversible worldwide license to reproduce, market, sell, display, transmit, and distribute to recipients the Materials uploaded to ARC's websites.

The materials may be marketed and sold in any of ARC's websites, affiliate websites and co-branded stores (hereinafter "ARC's Properties"). The Materials may be archived and printed by recipients.

ARC may, at its sole discretion, modify and/or edit technically the Materials as necessary to convert the Materials to a digital format or to achieve conformity with the format decided upon by ARC from time to time.

ARC may include in the Materials a notice (including ARC's logos or any other identifying information) that the Materials were reproduced and distributed by ARC. ARC may also include part of the materials when making a title and/or description and/or abstract (all these can be viewed by the visitors on ARC's Properties), provided that such notice and/or parts of the materials will not mislead as to the ownership and/or origin of the Materials.

3. Information - Author may provide ARC with information about the Materials that may be published on ARC's Web site, which could help recipients in finding the materials, i.e. descriptions, table of contents etc. The Author hereby undertakes that the information given in accordance with this paragraph is true and accurate. Author will indemnify and hold ARC harmless for all claims, damages, and expenses arising from Author's breach or failure to give ARC true and accurate information.

4. Price of the Materials - The sale price of the Materials shall be set and determined by ARC.

ARC reserves the sole right to change the price at anytime before or after the publication of the Materials. ARC also reserves the right, to grant recipients, inter alia, discounts and/or other sale incentives, such as promotion coupons and so forth, for the purpose of enhancing ARC's sale's volume ("Sale Promotions").

5. Payment - Provided the Author is not in breach of any of his obligations under this Agreement, Author shall be eligible for payment as follows:

a. In case of Material published under a "royalty for every sale" plan, Author shall be paid according to the royalty per sale rate, as stipulated in the seller's area, effective on the sale date. "Royalty for every sale" plan means any royalty plan in which Author receives royalty per each and every sale of his Material.

b: In case of all other Royalty Plans, Author shall be paid according to the royalty terms that were valid on the date Author uploaded his material. In case there were multiple options available to Author on the date material was uploaded, royalty will be paid according to the royalty plan Author chooses on the uploading process.

5.1 Any royalty per sale shall be calculated as a percentage of the selling price actually collected by ARC from recipient for the relevant material, after deducting any charges for taxes (if applicable), and/or Sale Promotion, and/or delivery charges, and/or freeze fees, and/or affiliate commissions, and/or transaction fees.

5.2 Author shall be able to withdraw his royalties in accordance with the withdrawal terms as displayed on the seller's area. Withdrawal Terms may be changed by ARC from time-to-time. For the avoidance of any doubt, ARC shall pay the Author royalties, as described hereinabove, only if the selling price was actually collected from recipients and received, in whole, by ARC. ARC reserves the right to hold payment until royalties accumulate to or more and to make payments to Author by any means, including, but not limited to, by means of checks, wire transfer, and so forth.

5.3 ARC reserves the right to change the royalties terms of this Agreement on thirty (30) days advance notice. ARC will notify Authors of changes to the terms by posting a message in the seller's area. In case changes affect the Authors royalties terms and Author does not agree to the changes, Author will be entitled to dispute the changes by sending ARC a written notice of dispute within fourteen (14) days of the posting date. IN CASE AUTHOR DOES NOT GIVE ARC NOTICE OF DISPUTE, AUTHOR'S CONTINUED PUBLISHING OF HIS/HER MATERIAL FOLLOWING ARC'S NOTICE WILL CONSTITUTE AUTHOR'S ACCEPTANCE OF THE CHANGES.

6. Warranties - Author warrants to ARC that s/he is the sole owner of the Materials and any related intellectual property for which a license is granted in the Agreement and that neither the Materials nor exercise of any rights or licenses granted by the Agreement will

• infringe the copyright or any other intellectual property right of any third party;
• violate any applicable law or regulation of any state;
• violate or breach any contract by which Author is bound;
• defame, slander or libel any third party, injure or harm the privacy of any third party; or
• constitute obscenity or hate literature.

Author will indemnify and hold ARC harmless from all claims, damages, and expenses (including reasonable attorney's fees) arising from Author's breach of any representation or warranty contained in the Agreement. Author is not obligated under this paragraph with respect to claims based solely upon unauthorized modification or editing of the Materials by ARC. Any infringement of intellectual property rights with respect to Materials, for which a license is granted in the Agreement, will result in the immediate termination of this Agreement and will obligate the Author to remunerate to ARC all royalties s/he received from ARC in the framework of this Agreement. Without derogating from any of ARC's rights, the Author shall pay to ARC the sum of five hundred Dollars (500 US$) as liquidated damages for such infringement. ARC may, at its own discretion, at any time prevent access to and cease all activities with respect to any material that is alleged to be in violation of any of the warranties included in this paragraph or that ARC believes is damaging its reputation.

7. Relationship - The parties to the Agreement are independent contractors and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. ARC is responsible for collecting and remitting any and all taxes imposed on ARC's sale to its customers. Author is responsible for any income or other taxes due and / or payables resulting from amounts owed to Author by ARC under this Agreement.

8. ARC's discretion - ARC reserves the right to decide at its own discretion at any time, with or without a cause, whether Materials licensed in accordance with this Agreement should be placed on its Properties' sites and/or removed from one or all of its Properties' sites. In the case that ARC chooses to remove all of Authors Material from all of its properties, the Agreement in respect of the removed items will be terminated immediately upon their removal.

9. Terms and termination - This Agreement shall be in force as long as Materials licensed in accordance with this Agreement are published on ARC's sites. ARC may terminate the Agreement by removal of the Materials, as provided in Paragraph 8 above. ARC may terminate the Agreement at any time, with or without cause, upon 30 days written notice. Notwithstanding anything to the contrary herein, Paragraphs 6 and 10 will survive the expiration or termination of this Agreement.

ARC may amend this Agreement and/or the payment terms and/or the royalties terms at any time by posting the amended terms on ARC's site. All amended terms shall automatically be effective 30 days after ARC initially posts them on ARC's site. This Agreement may not be otherwise amended except in writing and signed by Author and ARC. This agreement is effective on December 1st, 2007 for newly registered users and is otherwise effective on January 1st, 2008 for all other users registered prior to December 1st, 2007.

10. Limitation of liability - ARC shall not be liable or responsible for any damage whatsoever caused to the Author because of publication of his materials in ARC or for any damage caused to the recipients or to any third party by using the Materials licensed by the Author in accordance with the Agreement. ARC shall also not be liable or responsible for any damage whatsoever caused to the Author by any use that would be made by any recipient of the materials.

11. Assignment - Author may not assign the Agreement or his rights in accordance with the Agreement without ARC's prior written consent, which shall not be unreasonably withheld. ARC, at its sole discretion, may assign and/or sub-license its rights in the Agreement. Any assignment in violation of this paragraph shall be null and void. The failure or delay by either party in exercising any right, power, or remedy under the Agreement shall not operate as a waiver of any such right, power, or remedy.

12. Jurisdiction - This Agreement will be governed by the laws of Barbados, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought to the courts located in Barbados.