1. Acceptance of Terms

 

1.1 By accessing the Southeastern Distribution Network website, viewing its catalog, creating an account, or placing any order through the platform, the Retailer acknowledges and agrees that these Terms of Use and Limitation of Liability Agreement (“Agreement”) form a binding contractual relationship between the Retailer and the Southeastern Distribution Network (“SDN”). Use of the website or placement of an order constitutes full acceptance of this Agreement, regardless of whether the Retailer has read or reviewed it in detail. Continued access to the website after updates are posted constitutes renewed acceptance of the revised terms.

 

1.2 This Agreement operates in conjunction with the SDN Wholesale Shipping, Returns, and Credit Policy, and the Retailer agrees that both documents govern all transactions undertaken with SDN. In the event of any inconsistency between informal statements, marketing descriptions, or verbal representations and this Agreement, the written terms contained herein shall control. The Retailer understands that SDN may update this Agreement prospectively, and such updates will apply to future website use and orders.

 

 

2. Authorized Users

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2.1 Access to the SDN website and ordering system is intended solely for verified retail bookstores, trade accounts, and other qualified wholesale purchasers. SDN does not provide consumer sales through this platform, and individuals accessing the site for personal purchasing purposes do so without authorization. SDN may deny access, cancel orders, or restrict account privileges for users who do not meet authorized criteria.

 

2.2 The Retailer represents that it is a legitimate commercial entity engaged in the resale of books to end customers. The Retailer accepts all responsibility for verifying compliance with local licensing, tax, and retail regulations. SDN bears no responsibility for confirming the Retailer’s legal eligibility to operate.

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3. Website and Catalog Access Rights

 

3.1 SDN grants the Retailer a limited, revocable, non-exclusive right to access and view the website and catalog for the purpose of evaluating and purchasing titles. This right does not convey ownership of any website content or catalog information. SDN may suspend or revoke access at its discretion without liability.

 

3.2 Website availability may vary based on maintenance, updates, or technical issues. SDN does not guarantee uninterrupted access and shall not be liable for loss of sales or business opportunities resulting from downtime. The Retailer is responsible for maintaining its own technological means to access the platform.

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4. Ordering and Account Creation

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4.1 Creation of an SDN account requires submission of accurate business and billing information. The Retailer represents that all information provided is truthful and current, and agrees to update such information promptly if changes occur. SDN may suspend or terminate accounts using inaccurate or fraudulent information.

 

4.2 Orders placed through the website are considered binding purchase commitments upon submission. SDN reserves the right to accept, reject, or modify orders based on availability, printing schedules, or internal policies. The Retailer acknowledges that order submission does not guarantee fulfillment until confirmed by SDN.

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5. Automatic Billing Authorization

 

5.1 By placing an order or storing billing information within the SDN system, the Retailer authorizes SDN to collect, store, and utilize payment information for account management and billing purposes. SDN operates on Monthly Billing Terms. Invoices are issued upon shipment, and all open invoice balances will be automatically drafted on the 10th day of each month using the payment method provided at sign-up or subsequently updated by the Retailer. No action is required from the Retailer for payment to be initiated. The Retailer may make a payment at any time through the portal located on the SDN website under the Ledger & Credit page in the login menu. Any remaining open balances will be drafted automatically on the scheduled monthly billing date. Electronic billing and drafting constitute valid payment initiation.

 

5.2 Revocation of billing authorization must be submitted in writing with reasonable advance notice and does not eliminate financial responsibility for orders already placed or shipped. SDN may suspend account access or fulfillment for unpaid balances or failed payment methods. The Retailer accepts responsibility for maintaining a valid and chargeable payment method on file and acknowledges that monthly drafting will continue until all balances are satisfied.

 

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6. Intellectual Property and Catalog Content

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6.1 All website content, catalog descriptions, cover images, trademarks, and branding elements are the property of SDN or its licensors. The Retailer is granted a limited right to use cover images and descriptions solely for the purpose of promoting and selling titles purchased through SDN. Unauthorized reproduction, modification, or redistribution of catalog assets is prohibited.

 

6.2 SDN may revoke promotional usage rights at any time. Continued use following revocation may result in legal action or account termination. The Retailer assumes full responsibility for misuse of intellectual property assets.

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7. Conduct Restrictions

 

7.1 The Retailer agrees not to engage in scraping, data mining, automated catalog extraction, or other unauthorized data collection activities. Such actions impose operational burdens and compromise SDN’s competitive position. SDN may pursue legal remedies for such violations.

 

7.2 The Retailer shall not use the website in a manner that interferes with its functionality or security. Attempts to circumvent access controls or exploit technical vulnerabilities are strictly prohibited. SDN reserves the right to report unlawful activity to appropriate authorities.

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8. Limitation of Liability

 

8.1 SDN shall not be liable for any business losses incurred by the Retailer, including but not limited to lost profits, unsold inventory, operational disruption, or closure of the Retailer’s business. The Retailer acknowledges that stocking decisions are made independently and at the Retailer’s discretion. SDN does not guarantee sales performance of any title.

 

8.2 SDN shall not be responsible for delays caused by printing schedules, carrier performance, supply chain issues, or force majeure events. The Retailer agrees that estimated delivery timelines are not guaranteed commitments. SDN’s failure to meet estimated timelines does not constitute a breach of this Agreement.

 

8.3 The Retailer accepts that its exclusive remedy for product returns is SDN Credit as outlined in the Shipping, Returns, and Credit Policy. No cash refunds shall be issued under any circumstances. The Retailer waives any right to pursue monetary damages related to inventory returns.

 

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9. Warranty Disclaimer

 

9.1 SDN provides access to its website and catalog on an “as is” and “as available” basis. SDN disclaims all warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. The Retailer assumes all risk associated with use of the platform.

 

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10. Arbitration and Venue

 

10.1 Any dispute arising under or relating to this Agreement shall be resolved exclusively through binding arbitration. Arbitration shall take place in the State of Alabama under commercially reasonable rules. The Retailer agrees that arbitration is the sole dispute resolution method.

 

10.2 The Retailer waives any right to pursue litigation in any court except to enforce an arbitration award. Venue for any permissible judicial action shall be exclusively in Alabama. These provisions shall survive termination of the business relationship.

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11. Modification Rights

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11.1 SDN may update or modify this Agreement prospectively at its discretion. Continued use of the website or placement of orders after updates constitutes acceptance of revised terms. The Retailer is responsible for reviewing posted updates.

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