TERMS OF USE

EFFECTIVE February 1, 2019

Welcome to the Blackstone Wholesale site at www.blackstonewholesale.com (the “Site”). Please read these Terms of Use before using the Site. The Terms of Use constitute a binding agreement between you and Blackstone Audio, Inc. (“Blackstone”), the owner and operator of the Site (referred to as “Blackstone,” the “Company,” “we,” and “our”).

Introduction and Acceptance of Terms of Use

These Terms of Use cover your use of the Site, whether you simply access and browse the Site, purchase product through the Site, set up an account on the Site, enter information into the Site, and/or use any services or other features offered through the Site. We shall refer to the foregoing activities collectively by referencing your “use of the Site” (or a similar phrase). By using the Site, you, on behalf of yourself and the entity you represent, acknowledge that: (1) You have read and understand these Terms of Use; (2) these Terms of Use form a legally-binding agreement between you and Blackstone; and (3) You agree to be bound by the Terms of Use in its then-current form. You must have, and you represent and warrant that you have, full authority to bind your entity to these Terms of Use. Do not use this Site if you do not agree with each term and condition stated in these Terms of Use. Users who violate these Terms of Use may have their access to and use of the Site suspended or terminated, at the discretion of the Company.

Further, by using the Site, you consent and agree to our Purchase Terms and Conditions. Our Purchase Terms and Conditions are incorporated into these Terms of Use by this reference. You acknowledge and agree that these Terms of Use and our Purchase Terms and Conditions are supported by reasonable and valuable consideration (which consideration includes your use of the Site), and you acknowledge your receipt of and the sufficiency of this consideration.

Further, please review the information practices disclosed in our Privacy Policy.

In the event of a discrepancy between or among these Terms of Use, the Privacy Policy, the Purchase Terms and Conditions, and any other terms and conditions relating to specific portions or features of the Site, they shall be given the following order of precedence: (1) Specific portion or feature of the Site will control with respect to uses of such specific portions or features, (2) Privacy Policy, (3) Purchase Terms and Conditions, and (4) these Terms of Use.

Modification to these Terms of Use

We may update these Terms of Use in our discretion, and the latest version will be posted on the Site. Accordingly, you should visit this page periodically to review the most current Terms of Use. You can determine if these Terms of Use have been revised since your last visit to the Site by referring to the effective date of these Terms of Use. In addition, if you have set up an account through the Site, we may, in our discretion, also notify you of such changes either (i) via the email address you have provided to us; or (ii) by requiring that you click-to-agree to the revised Terms of Use the next time you access your account. Your use of the Site following such revisions constitutes your acceptance of and agreement to these Terms of use, as revised by us. The revisions will be effective upon posting, unless some other date is specified.

The Blackstone Wholesale Services

This Site is for use by retailers, wholesalers, distributors, bookstores and their employees. By using the Site, you will be able, amongst other things, to purchase print books, audiobooks, and related matter in print format, CD format, and other possible formats (collectively, “Book Content”), as well as accessories and other products (collectively, “Products”). When you purchase Book Content and/or Products, you agree you will only use the Book Content for retail sale, wholesale, or distribution through your corporate or bookstore setting, or on your official website. Further, for audiobooks, Blackstone grants you a limited, revocable, nonexclusive, nontransferable, nonassignable, nonsublicensable license to play sound clips of up to 5 minutes from such audiobooks on your official website and at events sponsored by you and that take place on your bookstore property. You agree not to copy, reproduce, or duplicate the Book Content. Any such unauthorized copy, reproduction, or duplication of any Book Content constitutes copyright infringement, breach of contract, and potential other liabilities, and may be subject to civil and criminal penalties.

Blackstone, in its absolute and sole discretion, reserves the right to deny and/or terminate access to the Site, refuse orders placed through the Site, and remove or edit the content of the Site (including without limitation available Book Content and Products) at any time and for any reason.

Promotions and Offers

Additional terms and conditions may apply to contests, promotions, or other similar features or offerings of the Site, all of which are incorporated into these Terms of Use by this reference. All promotions and offers that we make available will be subject to these Terms of Use and our Purchase Terms and Conditions, as well as any additional conditions that are stated to apply to them. To the extent permitted by law, if we provide you with a free gift or promotional product in connection with a purchase, and you decide to cancel or return your purchase, we may require that you return the free gift or promotional product.

Eligibility

You must be eighteen (18) years of age or older to use the Site, and you must be competent and capable of understanding, agreeing to, and complying with these Terms of Use. You must also have a valid email address (e.g., an authentic and accurate address which neither misleads nor impersonates another person) and a valid credit card or other form of authorized payment.

Use of Site

In allowing you access to the Site, Blackstone is granting you a limited, revocable, nonexclusive, nontransferable, nonassignable, nonsublicensable license to use the Site solely for your use on behalf of your bookstore.

You are not authorized to download any Book Content, Products, or other content appearing on or comprising the Site (Book Content, Products, and other content appearing on or comprising the Site is hereafter collectively referred to as “Content”), except as expressly permitted in these Terms of Use or within the Site. You may not alter or otherwise modify, reproduce, duplicate, copy, create derivative works based on, sell, or otherwise commercially exploit the Site, its Content, or any information or material in the Site or access any information or area of the Site that you are not expressly authorized to access (including without limitation, Blackstone’s security system) without Blackstone’s prior written authorization. You agree not to delete or modify any copyright, trademark, or other proprietary notice on the Site or its Content.

You agree that your use of the Site and its Content will be in compliance with all applicable laws and regulations and that you will not use, or allow any other person to use, the Site or its Content for or in connection with any illegal purpose or activity.

Any unauthorized use of the Site or its Content will result in the forfeiture and termination of this license and any and all rights extended to you for use of the Site and/or its Content. We will cooperate with our Book Content and Product suppliers and other suppliers to stop any breach by you of these Terms of Use, including without limitation, by termination of your account and ability to access the Site.

You are responsible for all software, hardware, services (such as Internet service), and other equipment necessary to access and use the Site, including all related expenses, if any. By accessing the Site, you acknowledge and agree that you are solely and exclusively responsible for protecting your own computer, device, and software in any and all respects.

You acknowledge that, because some aspects of Blackstone’s services, including the provision of certain types of Book Content and Products, and because administration of the Site entails the ongoing involvement of Blackstone, if Blackstone changes any part of or discontinues any service, which Blackstone may do at its election, you may not be able to purchase the same types of Book Content and Products as prior to such change or discontinuation, and Blackstone shall have no liability to you in such case.

Accuracy, Completeness, and Timeliness of Information and Content on the Site

Blackstone is not responsible if any information or Content available on the Site is not accurate, complete, or current. Blackstone reserves the right to modify the Site and any Content at any time without notice, but has no obligation to update the Site or its Content. It is your responsibility to monitor changes to the Site. There may be times when the Site or certain features or parts of the Site become unavailable on an unscheduled basis. We will not be liable to you for any temporary or permanent withdrawal, modification, unavailability, suspension, or discontinuance of the Site or any Book Content, Product, or service available on or through the Site. There is no guarantee that Blackstone will continue to offer or provide the Site and/or any specific Book Content or Product.

Third Party Links

The Site may contain links to web sites of, and advertisements for, third parties. Blackstone has not reviewed all links and is not responsible or liable for any material, content, information, product, websites, or web pages accessible from or through such links or advertisements. The inclusion of a link or advertisement does not imply endorsement of such link or advertisement by Blackstone. Your link to any third party site or advertisement is at your risk.

Copyrights and Trademarks

All Content on the Site (including, without limitation, all graphics, artwork, logos, designs, images, audio clips, audiovisual clips, buttons, icons, digital downloads, interfaces, code and software, text and data compilations, as well as the selection and arrangement thereof) and the overall “look and feel,” color combinations, and other graphical elements of the Site are the exclusive property of and owned by Blackstone or its licensors or other suppliers (for purposes of this Copyrights and Trademarks Section, “Third Party Providers”) and are protected by United States and international copyright and other applicable laws.

All software used in connection with the Site is the property of Blackstone or its Third-Party Providers and is protected by United States and international copyright and other applicable laws.

Trademarks, logos, and service marks displayed on this Site are registered and unregistered marks of Company and/or the Third-Party Providers and are the property of their respective owners. Nothing on this Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Site without the owner’s prior written permission.

User Conduct

You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others, or otherwise cause damage to the Site or its Content. You agree not to use the Site in any manner that might interfere with the rights of third parties. You agree not to use the Site to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, or operation of, or interoperation with the Site. You agree not to attempt to access data or materials not intended for you; not to create a database by downloading and saving any Content, whether directly or through intermediaries; not to transmit, disclose, collect, or store personal information about others; not to log into a server or account that you are not authorized to access; and not to test the vulnerability of our network and/or security systems or otherwise breach or circumvent our security in any way. Although we attempt to prevent viruses and other malicious software from being passed along through the Site, you agree that protection of your own software, personal computer, and other devices from malicious software is your responsibility.

You may not use any manual or automatic website search/retrieval computer hardware or application to retrieve or in any way gather Content from the Site or reproduce or circumvent the structure or presentation of the Site without our prior written consent. As a limited exception, general purpose Internet search engines will be entitled to access the Site and use limited visual content from the Site if, in all cases: (i) They provide a direct hyperlink to the relevant web page from the Site; (ii) they link to and use the visual content solely in connection with their activities as a general-purpose Internet search engine; and (iii) they access the Site from a stable IP address using an easily-identifiable agent. Blackstone may terminate this limited exception for general purpose Internet search engines at any time and in its sole discretion, upon written notice including, without limitation, email notice.

You expressly acknowledge and agree that engaging in any of the above prohibited activities constitutes an unauthorized use of the Site and Content and is a material breach of these Terms of Use, which may result in sanctions, ranging from suspension or termination of your access to the Site to criminal and/or civil liability. Other violations of these Terms of Use may also result in such sanctions and liability.

Blackstone reserves the right to terminate or restrict your use of our Site and services, without notice, for any or no reason whatsoever.

Submissions

You agree, warrant, and represent that and any and all disclosures, comments, reviews, feedback, suggestions, ideas, and other submissions, including, without limitation, photos and queries (“Submissions”) submitted by you to or through the Site or that you post on or in connection with the Site (i) is exclusively owned or controlled by you; (ii) is accurate and does not violate the rights of, or cause injury to, any third party, including without limitation any third party copyright, trademark right, right of privacy, right of publicity, or other personal or proprietary rights; (iii) is not illegal, obscene, defamatory, or threatening; (iv) does not contain viruses or political content; and (iv) does not constitute any form of spam (including, without limitation, chain letters and mass mailings) or commercial solicitation. You must not use any false email address or other contact information, impersonate any person or entity, or otherwise mislead as to the origin of your Submissions. We reserve the right, but are not obligated, to monitor and to remove or edit any or all of your Submissions. Blackstone takes no responsibility for and assumes no liability for and shall not be liable for any Submissions posted to the Site.

You are and shall remain solely responsible for the content of any Submissions you make.

You grant Blackstone an unrestricted, irrevocable, non-exclusive, transferable, sub-licensable (through multiple tiers of sublicensees), royalty-free, fully-paid-up, perpetual, and worldwide license to use any and all Submissions submitted by you to or through the Site or that you post on or in connection with the Site, for use in connection with our Site or our business generally (including for advertising and marketing purposes), and in connection with any media, whether now known or hereafter developed. This license includes, by way of example, the right to license, sublicense, modify, reproduce, edit, adapt, publish, translate, create derivative works from, distribute, and display the Submissions at any time or to refrain from doing so for any reason or no reason whatsoever. This license also includes the right to use the name that you submit with your Submissions; but you acknowledge and agree that neither Blackstone nor its sublicensees is under any obligation to use your name or otherwise attribute the Submissions to you. This license is perpetual, even if you later remove your Submission from the Site, and you acknowledge and agree that we may still store and use your earlier Submission.

Blackstone is under no obligation to use any Submission or maintain any Submission in confidence or to pay to use or otherwise proffer compensation for any Submission. Blackstone may or may not prescreen Submissions, and Blackstone, in its sole and absolute discretion, may refuse to post your Submissions or may remove or edit Submissions at any time.

Submissions posted by our Site users do not reflect our views. Your reliance on any Submissions will be at your own risk.

You acknowledge and agree that Blackstone may have something similar to your Submissions already under consideration or development, and Blackstone will own all right, title, and interest in and to what it creates or develops without use of your Submissions.

You acknowledge and agree that Blackstone shall have no responsibility or liability to you or any third party for any use or misuse of your Submissions by any other Site user or other third party.

You hereby fully indemnify and hold Blackstone and its subsidiaries, affiliates, licensors, service providers, subcontractors, and suppliers, and each of their respective officers, directors, members, shareholders, employees, representatives, and agents (collectively, the “Indemnitees”) harmless from and against any and all claims, losses, and liabilities arising from the Submissions, our use of the Submissions, and each warranty and representation from you.

Passwords

To buy Book Content and/or other Products from the Site, you must register for an account through the Site. If you register for an account on the Site, you agree not to use a false or misleading name or a name you are not authorized to use. You must provide accurate and complete information for your account. Providing false, incomplete, or incorrect details may result in rejection of any orders you make. You are solely and exclusively responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device. You agree not to share your account or password with any third party. You agree to accept full and sole responsibility for all activities that occur under your account or password, whether with or without your knowledge. You also agree to exit from your account at the end of each session. You must tell us immediately if you become aware of any unauthorized use of your account. We may suspend or terminate your account in such event.

Privacy

The Company’s Privacy Policy governs the use of personal information and other information provided to us through the Site and collected as you use the Site.

Disclaimer

THE SITE AND THE CONTENT AND OTHER MATERIALS CONTAINED AND MADE AVAILABLE THEREIN AND SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BLACKSTONE DOES NOT WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BLACKSTONE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, THE CONTENT, OR OTHER MATERIALS OR ANY INFORMATION OR SERVICES PROVIDED ON THE SITE OR THAT IS AVAILABLE THROUGH THE SITE.

IF YOU DOWNLOAD OR PURCHASE ANY CONTENT OR OTHER MATERIALS FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIALS. BY USING THIS SITE, YOU ACKNOWLEDGE THAT THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE AND/OR CONTENT; OR (2) EMAILS SENT FROM THE SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. ANY DATA TRANSMITTED THROUGH SITE IS DONE AT YOUR OWN RISK.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE AND CONTENT PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “RELEASEES”) DISCLAIM ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR THE ACCURACY, LIKELY RESULTS, RELIABILITY, AVAILABILITY, VIRUS-FREE ACCESS, COMPLETENESS, TIMELINESS, FUNCTIONALITY, LEGALITY, OR OPERABILITY OF THE SITE, CONTENT, OR OTHER MATERIALS CONTAINED THEREIN. YOUR ACCESS TO AND USE OF THE SITE, CONTENT, AND OTHER MATERIALS THEREIN IS SOLELY AT YOUR OWN RISK.

THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS, TO THE FULLEST EXTENT ALLOWED BY LAW.

ALL BOOK CONTENT AND PRODUCTS PURCHASED THROUGH THE SITE ARE SUBJECT ONLY TO THE APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS, AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES WITH RESPECT TO THE BOOK CONTENT AND PRODUCTS LISTED AND/OR PURCHASED ON OR THROUGH THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR BOOK CONTENT AND/OR PRODUCT DEFECT OR FAILURE; CLAIMS THAT ARE DUE TO NORMAL WEAR AND TEAR; AND BOOK CONTENT AND/OR PRODUCT MISUSE, ABUSE, MODIFICATION, IMPROPER SELECTION, NONCOMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.

In certain jurisdictions, the law may not permit the disclaimer of certain warranties, so, solely to the extent you are subject to such jurisdiction, the above disclaimer may not apply to you.

Limitations of Liability

You acknowledge and agree that any information you send or receive during your use of the Site may not be secure and may be intercepted by unauthorized parties. You acknowledge and agree that your use of the Site is at your own risk. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELEASEES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, ENHANCED, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE AND/OR ITS BOOK CONTENT AND/OR PRODUCTS, OR FROM ANY ACTIONS COMPANY TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO COMPANY OR THE DELAY OR INABILITY TO USE THE SITE OR FOR ANY INFORMATION, BOOK CONTENT, PRODUCTS, OR SERVICES ADVERTISED ON OR OBTAINED THROUGH THE SITE, OR COMPANY’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE SITE OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR ITS BOOK CONTENT OR PRODUCTS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This disclaimer applies, without limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defects, delay in operation or transmission, computer viruses, file corruption, communication on-line failure, network or system outage, your loss of profits, loss of business, loss of goodwill, or theft, destruction, unauthorized access to, alteration of, loss or use of any record or data, business interruption, and any other tangible or intangible loss. You specifically acknowledge and agree that Releasees shall not be liable for any defamatory, offensive, or illegal conduct of any user of the Site. No recovery may be sought or received for damages other than out-of-pocket expenses you incurred as a result of your use of the Site, if any, but in no event shall you recover attorneys’ fees or legal costs. You waive all rights to have damages multiplied or otherwise increased. You and Company agree that any cause of action arising out of or related to the Site or its Content or these Terms of Use must be filed within one (1) year after the cause of action accrues, or the cause of action is permanently barred. You agree that any and all disputes, claims, or causes of action arising out of or relating to your use of the Site or its Content shall be resolved individually, without resort to any form of class action. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE A MATERIAL PART OF OUR AGREEMENT. SOLELY TO THE EXTENT THAT, AS A RESULT OF APPLICABLE LAW, ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY DO NOT APPLY TO YOU, YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN ALL CIRCUMSTANCES, OUR MAXIMUM AGGREGATE LIABILITY FOR ALL TYPES OF DAMAGES AND LOSSES AND ALL TYPES OF CLAIMS AND LIABILITY SHALL BE THE GREATER OF (i) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO YOUR CLAIM; OR (ii) USD 25.00 (Twenty Five U.S. dollars).

In agreeing to the limitations of liability in these Terms of Use, you expressly waive any protections (whether statutory or otherwise) that would limit the coverage of these disclaimers and limitations of liability to include only those claims that you know or suspect to exist in your favor at the time of agreeing to the limitations of liability and release. Without limiting the generality of the foregoing, if you are California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Indemnification

You agree to indemnify, defend, and hold harmless the Indemnitees (defined above) from and against any and all suits, losses, claims, demands, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, court costs and expenses, arising or resulting from (i) your use of the Site, Book Content, Products, the Site’s other Content, and/or any other materials it contains; (ii) your violation of these Terms of Use or breach of any of your representations or warranties in these Terms of Use; (iii) your negligent or willful misconduct; (iv) the use of the Site by any other person or entity using your account, whether with or without your knowledge; (v) the Submissions that you submit or post to the Site; or (vi) your violation of any applicable law, statute, ordinance, regulation, or any third party's rights, including but not limited to, copyright infringement, trade secret misappropriation, harm to a third party's trademark or other intellectual property rights, violation of any third party privacy right or right of publicity, or any claim of defamation, libel, or slander. This obligation survives the termination of this Agreement and continues even after you stop using the Site.

If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Company in the defense of such matter.

Claims Regarding Infringement

Blackstone will respond to notices of alleged copyright infringement that comply with the requirements set forth in this “Claims Regarding Infringement” Section. Blackstone does not act as an arbiter or judge of disputes about intellectual property rights. It is our policy to remove content posted by Site users, which content we believe in good faith is infringing a third party’s copyright. By removing content, as a prudential matter, we are not endorsing or validating a claim of infringement. If we remove user content from the Site, we will make a good-faith attempt to contact the party responsible for posting or displaying the content so such party may make a counter-notification as provided for below.

Notice of Infringing Material:

If you believe your work has been displayed or otherwise used on the Site in a manner that infringes your copyright, you must provide written notification of such to our Designated Agent via mail and/or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your copyright has been infringed by content on the Site. If you are unsure whether your copyright has been infringed, we recommend that you contact an attorney before sending notice to our Designated Agent.

To report a claim for copyright infringement under the U.S. Copyright Act, please provide our Designated Agent with written notification pursuant to 17 U.S.C. § 512(c) containing the following details:

1. identification of the copyrighted work claimed to have been infringed, or, if multiple works are claimed to be infringed, a representative list of such works;
2. identification of the claimed infringing material and the location of such material;
3. your contact information, including your name, address, telephone number, and, if available, your email address;
4. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
5. a statement that, under the penalty of perjury, the information in the notification is accurate, and that you are the owner of, or are authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed; and
6. your physical or electronic signature.

Our Designated Agent to receive notifications of claimed infringement is Contracts Administrator, Blackstone Publishing, 31 Mistletoe Road, Ashland, Oregon 97520; email: [email protected]; Phone: 1-800-621-0182

If your notice contains the required information, and if we have a good-faith belief that the content on the Site is infringing your copyright, we will remove the content from the Site’s web page(s) that is(are) listed in your notice.

Unless prohibited by law, we may provide all of the information in your notice (including without limitation your identifying information) to the user who posted the content.

Counter Notification:

If material that you have posted has been removed or access to such material has been disabled, you may send our Designated Agent written counter-notification pursuant to 17 U.S.C. § 512(g) containing the following details. If you make a counter-notification, please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your content is not infringing the copyright of a third party. If you are unsure whether your content infringes the copyright of a third party, we recommend that you contact an attorney before sending a counter-notification to our Designated Agent. Include this information in your counter-notification:

(a) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(b) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(c) your contact information, including your name, address, telephone number and, if available, email address;

(d) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which the Company may be found, and that you accept service of process from the person who provided the notification of infringement; and

(e) your physical or electronic signature.

Upon receipt of a counter notification by our Designated Agent, we may (unless prohibited by law) send a copy of your counter-notification (including without limitation your identifying information) to the complaining party informing them that we may replace the removed material or cease disabling access to it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the party who originally provided the material, the removed material may be replaced, or access to it may be restored, at our sole discretion. In doing so, we are not making a determination as to whether any copyrights or other IP rights have or have not been infringed.

Blackstone has adopted a policy of terminating, in appropriate circumstances and in the sole discretion of Blackstone, any users who are deemed to be repeat copyright infringers. We may also in our sole discretion limit access to the Site and/or terminate the account of any member or user who infringes upon any intellectual property rights of others, whether or not there is any repeat infringement.

IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING US THAT YOUR COPYRIGHT MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

Audit Rights and Enforcement

Blackstone has the right, but not the obligation, at any time and with any frequency in its discretion, to audit your usage of the Site to determine your compliance with these Terms of Use. Aside from this notice, Blackstone does not have to notify you again prior to any such audit of your Site usage. Blackstone has the right to enforce these Terms of Use, for any reason and in any manner or by any means that Blackstone, in its sole discretion, deems necessary or appropriate (including without limitation automated and manual screening, blocking, filtering, and/or the deletion of all or a portion of the Site). If Blackstone terminates your access to the Site, regardless of the cause or basis for such termination, you agree that we shall not be liable for any such termination, and you are not entitled to compensation or damages of any kind as a result of the termination. Accessing the Site after such termination will constitute an act of trespass, among other potential claims.

Blackstone may cooperate with any legal process relating to your use of the Site and/or any third-party claim that your use of the Site is unlawful or infringes, misappropriates, or otherwise violates any third party’s rights. Blackstone may, in its sole discretion and without additional notice to you, start, stop, or modify any regulation or enforcement measures at any time. Blackstone action or inaction to regulate content or conduct or to enforce any potential or actual violation of these Terms of Use by any user does not waive Blackstone’s right to implement regulation or enforcement measures with respect to any subsequent or similar content, conduct, or potential or actual violation of these Terms of Use.

Your Discontinued Use

You may discontinue use of the Site at any time. These Terms of Use will continue to apply to all past use of the Site, even if you are no longer using the Site, whether voluntarily or because we terminated your access thereto.

Notices and Electronic Communications

When you visit the Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. Blackstone may provide notices to you by sending them to the email address associated with your account. Any notice sent to you by email will be deemed received when sent. We may also communicate with you by posting notices on the Site, and any such notice shall be deemed received when you visit the Site after we post such a notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise expressly stated in these Terms of Use, ny notice that you send to Blackstone must be sent by mail to the following address or to such other address as we provide in a notice to you or on the Site: Customer Service, Blackstonewholesale.com, 31 Mistletoe Road, Ashland, Oregon 97520.

Governing Law and Jurisdiction

This Site is controlled and operated from the United States and is not intended to (and shall not be deemed to) subject us to non-U.S. jurisdiction or laws. Company makes no representation that the Site or its Content are appropriate or available for use in locations outside the United States. Use of the Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of these Terms of Use. If you access the Site, you do so at your own risk, and you agree to comply with all applicable local, state, and federal laws, rules, and regulations in connection with your use of the Site. We may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.

Any claim relating to the Site shall be governed by the laws of the State of Oregon without regard to its (or any other jurisdiction’s) conflict of law provisions. For all such claims and disputes, you agree to the exclusive personal jurisdiction by and venue in the state and federal courts in Jackson County, Oregon, and waive any objection to such jurisdiction or venue. THE PARTIES WAIVE ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON GROUNDS OF FORUM NON CONVENIENS) WHICH THEY MAY NOW OR HEREINAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN CONNECTION WITH ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF THIS AGREEMENT. THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

Force Majeure

Blackstone is not responsible for any delay or failure in performance of any kind to the extent such delay or failure is caused by information providers or other service providers, public enemy, war, terrorism, any civil or military authority, any accident, explosion, fire, storm, earthquake, flood, strike, riots, embargo, computer outage or virus, telecommunications failure or other casualty, labor dispute or any other circumstances beyond Blackstone’s reasonable control.

Miscellaneous

These Terms of Use (and the other terms and policies incorporated herein) constitute the entire agreement between you and Blackstone regarding your use of the Site. If any portion of any provision of the Terms of Use is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect. Company’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practices shall act to modify any of these Terms of Use. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use. We may assign our rights and obligations under these Terms of Use to any party, at any time, and without notice to you, unless otherwise expressly stated herein or required by law. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to these Terms of Use and/or your use of the Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Nothing in these Terms of Use is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use. We reserve all rights not granted expressly in these Terms of Use.

Questions or Comments?

For questions, comments, or assistance, Blackstone invites you to visit the FAQ section of the Site or to contact Blackstone at 1-800-621-0182 or write to us at

Customer Care, Blackstonewholesale.com, 31 Mistletoe Road, Ashland, Oregon 97520; email: [email protected]

California Consumer Rights

Under Cali. Civil Code Section 1789.3, Site users who are California residents are entitled to the following notice: The provider of the Site is shown immediately above. Information regarding fees to purchase Content from the Site are shown at the Site prior to purchase. If you are a California resident, you may report complaints with the Site to or request information regarding the same from the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. We request that you first report complaints directly to us and try to resolve them with us before contacting the Complaint Assistance Unit.