Source Program Terms & Conditions
Source Program Terms & Conditions
Revised on March 16th, 2023
These terms (the "Program Terms") govern your access to and use of the sites, services, applications, and tools offered by Agora ECommerce LLC (d/b/a www.ValoreBooks.com), a Delaware corporation with a mailing address of PO Box 385, Burlington, MA 01803, (hereinafter “Valore”), for the purpose of purchasing used textbook inventory. By using the Services, you represent and warrant that you are authorized to do so as a representative of an academic institution, private bookstore, or other legal entity involved in the buying and selling of used textbooks (hereinafter “Buyer”). Please read these Program Terms carefully before accessing or using the Services.
Valore will use commercially reasonable efforts to maintain the Services and facilitate transactions. The parties acknowledge that Valore is an independent contractor and not an agent, legal representative, joint venturer, or partner of the Buyer. Valore has sole authority to determine the method, details, and means of performing the Services.
- Definitions. The following terms will have the meanings set forth below.
- Acceptable Product. A Product that satisfies, in all material respects, the acceptance guidelines established by Valore.
- Facility. The physical location(s) to which Products are to be sent to Buyer from Valore’s Logistics Center (LC). Buyer may update Valore in writing with any changes in Facility location with a minimum of fifteen (15) business days written notice to Valore in advance of any Shipment of purchased inventory to Buyer.
- Invoice. The amount due for all Orders delivered in a Shipment to Buyer as further defined in Section 4 below.
- Logistics Center (“LC”). A facility operated by an agent of Valore that performs Processing on behalf of Valore.
- Order. The purchase of a Product listed in the Want List that will be fulfilled by Valore pursuant to the Services.
- Price. The maximum amount a Buyer agrees to pay to purchase a Product in any given transaction.
- Processing. The receipt, evaluation, grading and aggregation of Buyer Orders performed at an LC pursuant to the Services and the preparation of these Orders for Shipment.
- Product. Any textbook, in new or used condition, or any other publication desired that is part of a Buyer’s Want List.
- Refunds. Any Product deemed an Unacceptable Product by Buyer, subject to limitations as further defined in Section 4.3 below, and returned to Valore.
- Return Location. The physical location to which Buyer will ship Refund returns to Valore.
- Seller. Any party that lists Products on the Site for purposes of selling them.
- Shipment. The receipt by a Buyer-specified third party carrier of a freight shipment of Products from the LC.
- Site. www.valorebooks.com, the internet website owned and operated by Valore, or any other such website through which Valore offers its Services to Buyer.
- Unacceptable Product. A Product received by the LC or sent to Buyer in a damaged or unusable condition as determined from guidelines established in the specifications of the Services. An item in poor quality with several flaws. ValoreBooks does not allow these items in our marketplace.
- Use Conditions and Guidelines. Valore policy regarding use of the Site posted thereon by Valore and incorporated into these Program Terms and made a part hereof, which policy may be amended, changed or modified from time to time at the sole discretion of Valore.
- Want List. A list provided to Valore by Buyer setting forth: (a) Products that Buyer desires to purchase defined by an ISBN number or other common product identifier; (b) the quantity of each Product that Buyer desires to purchase; and (c) the maximum Price for each Product that will be guaranteed at the time an Order is placed and filled. The Want List may also be referred to as a “Buyback Guide.”
- Buyer Obligations.
- The Buyer shall submit a Want List in an electronic format that is acceptable to Valore, and shall be responsible for updating the list as desired from time to time.
- The Buyer shall be committed to purchasing Products from Valore that have been included in the Want List and have been matched with a Seller to create an Order.
- The Buyer shall pay the Price listed in the Want List (or a lower price if the Products are available at a lower cost) for all Orders shipped and received at its Facility, minus any Refunds.
- The Buyer is responsible for selecting a common carrier from Valore’s marketplace. Upon Buyer’s selection, the common carrier will be responsible for making all shipping arrangements and delivery shall pass to the Buyer as F.O.B shipping point.
- The Buyer shall inform Valore of the frequency of shipments of Products to its Facility and of the necessary shipping information for the shipment of Products to its Facility, which will be done at the Buyer's cost through a shipper selected by the Buyer.
- The Buyer shall pay for shipping of all Orders to its Facility, as well as all Unacceptable Products and returns to the Return Location, as provided by Section 4.3.
- The Buyer reserves the right to pause transactions at its sole discretion. However, Orders established prior to pausing the Buyer's account are still the responsibility of the Buyer if the Products are accepted in accordance with these Program Terms.
- Valore Obligations.
- Valore shall use commercially reasonable efforts to maintain the Services for Buyers, but reserves the right at any time and for any reason to reject, refuse or cancel any Order, whether or not the Order has been previously confirmed. Valore may also terminate the Buyer's right to receive the Services and to participate in the Source Program at any time and for any reason, in its sole discretion.
- Valore or its designated agent(s) may purchase Products from Sellers or other third parties directly from time to time and re-sell the Products to the Buyer in accordance with the Buyer's Want List, creating Buyer Orders. Valore shall have all title, right, and interests in the Products prior to selling them to the Buyer.
- Valore's LC shall receive shipments of Products, process them according to the specifications of the Services and industry standards, and remove Products deemed to be Unacceptable from the Buyer Orders. The Buyer shall have no further obligation in such cases.
- Valore shall provide regular status notifications to the Buyer through the Services regarding the status of the Orders that Valore has secured for the Buyer.
- Valore reserves the right to pause the Buyer's transactions at its sole discretion. Orders established prior to pausing the Buyer's account are still the responsibility of the Buyer if the Products are accepted in accordance with these Program Terms.
- Payment Terms and Conditions.
- The Buyer must pay Valore within thirty (30) days of the statement date of an Invoice, which will be generated after an Order has been shipped. Payment must be made in U.S. dollars and can be made via ACH transfer to the bank instructions provided by Valore, check, or another mutually agreed-upon method.
- Valore reserves the right to pause Buyer transactions if balances are unpaid, as determined by Valore.
- Returns. The Buyer has the right to return Products deemed to be Unacceptable Products within twenty-one (21) business days of delivery. The Buyer is responsible for shipping costs of the returned Products. Valore is not responsible for any Products that are lost in transit or not received by Valore at the Return Location. Valore will process the Buyer’s refund upon receipt of the returned product.
- Refunds. Any credit for returned Products will be held on account and applied to the next Buyer Order placed with Valore. Refunds will be credited upon verified receipt of the returned Products by Valore.
- Risk of Loss. All items purchased from Valore are shipped via the Buyer’s selected carrier. Risk of loss and title for such items pass to Buyer upon Valore’s delivery to the selected carrier.
- General. Each party warrants to the other party that it has sufficient right and authority to enter into these Program Terms, and to grant the rights and assume all their respective rights and obligations set forth herein.
- DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THESE PROGRAM TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THESE PROGRAM TERMS, THE SERVICES, THE PRODUCTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE. VALORE SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING:
- THE OPERATION OF THE SITE AND SERVICES,
- THE PRODUCTS, AND
- PRODUCT CONDITION. ALL PRODUCTS ACQUIRED OR TRANSFERRED AS A RESULT OF USING VALORE’S SERVICES ARE ACQUIRED OR TRANSFERRED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS TO THE BUYER.
- Limitation of Liability and Force Majeure.
- Limitation of Liability. To the fullest extent permitted by law, neither party shall be liable for any special, indirect, incidental, consequential, punitive, exemplary, or other similar damages, including without limitation, loss of revenue or profits, arising out of or in any way related to these Program Terms, the Services, the Products, or the transactions contemplated herein, even if the party has been advised of the possibility of such damages. Valore's total liability to the Buyer for any and all claims and damages arising from these Program Terms, the Services, the Products, and the transactions contemplated herein shall not exceed the payments owed or paid by the Buyer to Valore in the immediately preceding three (3) month period that gave rise to the claim. The pricing offered by Valore reflects this allocation of risk and the limitation of liability specified in this section.
- Force Majeure. Neither party shall be responsible for any failure to perform its obligations under these Program Terms (other than obligations to pay money) that is caused by an event beyond its reasonable control, including but not limited to wars, riots, labor strikes, natural disasters, the infrastructure of the Internet, or any law, regulation, ordinance, or other act or order of any court, government, or governmental agency.
- General Provisions
- Entire Agreement. These Program Terms, together with the Use Conditions and Guidelines, constitute the entire agreement between Valore and Buyer and supersede all prior communications between the parties with respect to the subject matter of these Program Terms. Any conflicting terms in any purchase order issued by Buyer shall have no force or effect, even if accepted by Valore. These Program Terms shall be interpreted fairly and in accordance with the plain meaning of its terms.
- Changes to Service. Valore reserves the right to add or remove features and functionalities of the Services at any time and to modify these Program Terms and Use Conditions and Guidelines at any time. Any modifications will be posted on Valore's webpage and will become effective 14 days after posting, unless they relate to new functions of the Services or are made for legal reasons, in which case they will be effective immediately. BUYER AGREES THAT IF BUYER CHOOSES TO NOT AGREE WITH ANY MODIFIED TERMS, BUYER'S SOLE REMEDY IS TO CEASE PARTICIPATION IN THE SOURCE PROGRAM.
- Relationship of the Parties. Valore and Buyer are independent contractors and no provisions of these Program Terms shall create any partnership, employment, or agency relationship between the parties. Neither party shall make any contract, warranty, or representation or assume or create any obligation on behalf of the other party.
- Notices. Any notice, request, or other communication under these Program Terms must be in writing and will be deemed delivered on the delivery date if delivered personally, one business day after being sent by overnight carrier with written verification of receipt, or five business days after being sent by U.S. certified mail, return receipt requested, or any other rapid mail delivery service with a receipt. Either party may change its address by providing written notice to the other party.
- No Third-Party Beneficiaries. These Program Terms do not confer any rights, benefits, or remedies to any third party.
- Waiver and Severability. Any waiver of a party's performance of its obligations under these Program Terms must be in writing and signed by an authorized representative of the other party and shall only be effective with respect to the specific obligation described in the waiver. Failure to exercise any rights under these Program Terms shall not be deemed a waiver or forfeiture of such rights. The invalidity of one or more provisions of these Program Terms shall not affect the validity of the other provisions and these Program Terms shall be construed as if such invalid provisions were omitted.
- Governing Law. These Program Terms shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law provisions. BUYER AGREES TO RESOLVE ALL CONFLICTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, USA, AND AGREES THAT THERE SHALL BE NO REGARD TO CONFLICT OF LAW PROVISIONS.
To contact Valore regarding your participation in the Source Program, please mail or email:
PO Box 385
Burlington, MA 01803