Google Books Partner Program Standard Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE
REGISTERING FOR THE GOOGLE BOOKS PARTNER PROGRAM. PARTICIPATION IN THE
GOOGLE BOOKS PARTNER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND
CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT
REGISTER FOR THE GOOGLE BOOKS PARTNER PROGRAM.

Introduction.By accepting the Standard Terms and Conditions of this Content Hosting Services
Agreement (the "Agreement"), You are requesting to participate in the Google Books Partner Program
("the Program") where Google Inc. and its affiliates ("Google") provides scanning, storage and hosting
services at the direction of content providers that seek to make their content available to end users via the
Internet, subject to the terms of this Agreement, certain Program Policies ("Program Policies") located
at http://books.google.com/partner/policies (as such URL may be updated from time to time by Google)
and the Program Frequently Asked Questions ("FAQ") located
at http://books.google.com/support/partner (as such URL may be updated from time to time by Google).
"You" means the entity identified in an enrollment form submitted by the same or affiliated persons, which
shall also be bound by the terms of this Agreement.

1. Program Participation. Participation in the Program is subject to Google's prior approval and
Your continued compliance with Program Policies. Google reserves the right to refuse
participation to any applicant or participant at any time in its sole discretion. Google further
reserves the right to modify the Program Policies and the FAQ from time to time. Multiple
accounts held by the same individual or entity are subject to immediate termination unless
expressly authorized in writing by Google (including by electronic mail).
2. Implementation. If You are accepted into the Program, You agree to identify in the format
specified by Google the works that you wish to include in the Program ("Authorized Works") and
deliver to Google such Authorized Works in print and/or digital format, at your expense, within the
time frame specified in the FAQ. Google is not responsible for any loss, theft or damage of any
kind to the Authorized Works. All content contained within the Authorized Works, including but not
limited to all text, images, photographs, illustrations and all material and artwork on the book
jackets and covers, is referred to collectively as the "Authorized Content." Google (or its agents)
may digitally scan the Authorized Content, including the content contained on book jackets and
covers, and store the Authorized Content on servers hosted by Google. You agree that Google
may scan the Authorized Content in any location it chooses. Google may index the Authorized
Content, and, in response to requests by end users of Google's search services, display search
results relating to the Authorized Content. Google will not return to You the print copies of
Authorized Works that You send to Google.
3. Content Excerpt Pages. You further request and authorize Google to (i) render the Authorized
Content into digital format, if necessary; (ii) store and index the Authorized Content; and (iii) use
and display the Authorized Content as provided herein. Google may host, store, operate,
maintain and make accessible to end users certain "Content Excerpt Pages" that display a
digital image of the Authorized Content, or equivalent, and other links and/or material that Google
may determine. Although You grant Google the permission to scan, index and host the
Authorized Content and display Content Excerpt Pages, Google makes no promise or
representation that it will or that it will continue to do so with each Authorized Work that you send
to Google.
4. Restrictions on Use of Authorized Content. Google will use commercially reasonable efforts to
(a) limit the total number of pages of each Authorized Work viewed by any end user in connection
with Google's search services to 20% of the Authorized Content of any Authorized Work per 30
day period and (b) disable "right-click" cut, copy and paste functions, and printing of Authorized
Content; provided, however, that Google does not guarantee that its efforts to prevent or limit the
actions stated above will in every instance be effective. The obligation in clauses (a) and (b)
above will not apply to Authorized Content in the public domain. Furthermore, You can elect that
greater than 20% of the Authorized Content of your Authorized Works can be viewed.
5. Brand Features; Publicity. You agree that Google may use Your name and logo ("Brand
Features") in connection with the Authorized Content and in presentations, marketing materials,
customer lists, financial reports and Web site listings of customers. You agree not to make any
public announcement regarding this Agreement or the terms hereof without the prior written
consent of Google.
6. Proprietary Rights; Required Notices. Nothing contained in this Agreement conveys any
ownership right to Google in any of the Authorized Content, or other materials provided by You.
7. Confidentiality. You agree not to disclose Google Confidential Information without Google's prior
written consent. "Google Confidential Information" includes without limitation: (a) all Google
software, technology, programming, technical specifications, materials, guidelines and
documentation (including the terms of this Agreement) relating to the Program; (b) click-through
rates and all other reporting information relating to the Ads (including revenues paid to You by
Google) and the Authorized Content to the extent provided to You by Google; and (c) any other
information designated in writing by Google as "Confidential" or an equivalent designation. It does
not include information that has become publicly known through no breach by You or Google, or
information that has been (i) independently developed without access to Google Confidential
Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii)
required to be disclosed by law or by a governmental authority.
8. Ads; Payment.You agree that Google may serve third party and/or Google provided
advertisements (collectively, "Ads") in connection with the Authorized Content using Google's
advertising serving technology. Such Ads will appear in the style and format that may be offered
generally by Google, when such advertising inventory is available. You shall receive a payment
related to the number of valid clicks on Ads displayed on Content Excerpt Pages as determined
by Google for its participants in the Program. Unless otherwise agreed to by the parties in writing
(including electronic mail), payments to You shall be sent by Google within approximately thirty
(30) days after the end of each calendar month that Ads are running on Content Excerpt Pages if
Your earned balance is $100 or more. In the event the Agreement is terminated, Google shall pay
Your earned balance to You within approximately ninety (90) days after the end of the calendar
month in which Google recognizes that the Agreement has been terminated, but in no event shall
Google make payments for any earned balance less than $10. Google reserves the right to retain
all revenues derived from its search services, including without limitation, Ads that appear on
search result pages that contain snippets of Authorized Content. Notwithstanding the foregoing,
Google shall not be liable for any payment based on (a) any amounts which result from invalid
queries, or invalid clicks on Ads generated by any person, bot, automated program or similar
device, including, without limitation, through any clicks or impressions (i) originating from Your IP
addresses or computers under Your control, or (ii) solicited by payment of money, false
representation or request for users to click on Ads; (b) Ads delivered to end users whose
browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other
placeholder or transparent Ads that Google may deliver; (d) Google advertisements for its own
products and/or services; or (e) clicks co-mingled with a significant number of invalid clicks
described in (a) above, or as a result of any breach of this Agreement by You for any applicable
pay period. Google reserves the right to withhold payment or charge back Your account due to
any of the foregoing, any breach of this Agreement by You, pending Google's reasonable
investigation of any of the foregoing or any breach of this Agreement by You, or in the event that
an advertiser whose Ads are displayed on Content Excerpt Pages defaults on payment for such
Ads to Google. In addition, if You are past due on any payment to Google in connection with any
Google program (including without limitation the Google AdWords program), Google reserves the
right to withhold payment until all outstanding payments have been made or to offset amounts
owed to You in connection with the Program by amounts owed by You to Google. Google will
provide access to such standard aggregated advertising data that Google provides to participants
of the Program generally.

To ensure proper payment, You are solely responsible for providing and maintaining accurate
contact and payment information associated with Your account. For U.S. taxpayers, this
information includes without limitation a valid U.S. tax identification number and a fully-completed
Form W-9. For non-U.S. taxpayers, this information includes without limitation a fully-completed
 Form W-8 which may require a valid U.S. tax identification number, as required by the U.S. tax
authorities. More information regarding required tax information and forms will be available from
Your account. Any bank fees related to returned or cancelled checks due to a contact or payment
information error or omission may be deducted from the newly issued payment. You agree to pay
all applicable taxes or charges imposed by any government entity in connection with Your
participation in the Program. Google may change its pricing and/or payment structure at any time.
If You dispute any payment made under the Program, You must notify Google in writing within
thirty (30) days of any such payment; failure to so notify Google shall result in the waiver by You
of any claim relating to any such disputed payment. Payment shall be calculated solely based on
records maintained by Google. No other measurements or statistics of any kind shall be accepted
by Google or have any effect under this Agreement.
9. No Guarantee. Google makes no guarantee regarding the level of impressions of or clicks on
any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to
be made to You under this Agreement.
10. No Warranty. GOOGLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND
EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
11. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND
CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY
BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,
EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER
LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY AND (ii) GOOGLE'S AGGREGATE LIABILITY TO YOU UNDER THIS
AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY GOOGLE TO
YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE
CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on
the limitations of liability stated herein and that those limitations are an essential basis of the
bargain between the parties. Without limiting the foregoing and except for payment obligations,
neither party shall have any liability for any failure or delay resulting from any condition beyond
the reasonable control of such party, including but not limited to governmental action or acts of
terrorism, earthquake or other acts of God, labor conditions, and power failures.
12. Representations and Warranties. You represent and warrant that (a) You are at least 18 years
of age, (b) all of the information provided by You to Google to enroll in the Program and to include
the Authorized Works in the Program is correct and current; (c) You hold the necessary rights,
including all intellectual property rights, in and to the Authorized Content and Your Brand
Features to enter into this Agreement and grant the rights granted herein, and (d) You have the
power and authority to enter into this Agreement, to perform the acts required of You hereunder,
and to grant the rights granted herein. You further represent and warrant that the Authorized
Content: (i) conforms to the Program Policies, (ii) does not violate any applicable law, statute,
ordinance or regulation and (iii) does not breach and has not breached any duty toward or rights
of any person or entity including, without limitation, rights of intellectual property, publicity or
privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.
13. Your Obligation to Indemnify. You agree to indemnify, defend and hold Google, its agents,
affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant
advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively
"Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss,
and expense (including damage awards, settlement amounts, and reasonable legal fees),
brought against any Indemnified Person(s), arising out of, related to or which may arise from Your
use of the Program, the Authorized Content, Your Brand Features, and/or Your breach of any
term of this Agreement.
14. Termination. You may terminate this Agreement with or without cause with thirty (30) days prior
notice to Google. Google may at any time, in its sole discretion, terminate the Program, terminate
this Agreement, or withdraw any Authorized Content in the Program. For any termination of this
Agreement by either party, Google shall use commercially reasonable efforts, within thirty
 (30)days (or as soon thereafter as is commercially reasonable), to cease to serve Content
Excerpt Pages (or portions thereof) to end users of Google's search services. For the avoidance
of doubt, Google will continue to host and index the Authorized Content after termination of this
Agreement, for the purpose of providing search results. The provisions of Sections 2, 6, 7, 9-11,
13, 14, 15 and 17 will survive any termination of this Agreement.
15. Information Rights. Google may retain and use for its own purposes all information You provide,
including but not limited to contact and billing information. You agree that Google may transfer
and disclose to third parties personally identifiable information about You for the purpose of
approving and enabling Your participation in the Program, including to third parties that reside in
jurisdictions with less restrictive data laws than Your own. Google may also provide information in
response to valid legal process, such as subpoenas, search warrants and court orders, or to
establish or exercise its legal rights or defend against legal claims. Google disclaims all
responsibility, and will not be liable to You, however, for any disclosure of that information by any
such third party. Google may share aggregate (i.e., not personally identifiable) information about
You with advertisers, business partners, sponsors, and other third parties.
16. Parties' Responsibilities. You are solely responsible for the Authorized Content, Your Brand
Features, and adherence to the terms of this Agreement, including compliance with the Program
Policies. You shall not, and shall not authorize or encourage any third party to directly or indirectly
generate queries, impressions of or clicks on any Ad(s) through any automated, deceptive,
fraudulent or other invalid means, including but not limited to through repeated manual clicks, the
use of robots or other automated query tools and/or computer generated search requests, and/or
the fraudulent use of other search engine optimization services and/or software. Google reserves
the right to investigate, at its own discretion, any activity that may violate this Agreement,
including but not limited to any use of a software application to access Ads or any engagement in
any activity prohibited by this Agreement. Google is not responsible for anything related to the
Authorized Content or Your Brand Features. In addition, Google shall not be obligated to provide
notice to You in the event that Ads are not being displayed properly to end users of the Content
Excerpt Pages.
17. Miscellaneous. This Agreement shall be governed by the laws of California, except for its
conflicts of laws principles. Any dispute or claim arising out of or in connection with this
Agreement shall be adjudicated in Santa Clara County, California. The parties specifically
exclude from application to the Agreement the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transactions Act. This
Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof. Any modifications to this Agreement must be made in a writing executed by both
parties, by Your online acceptance of updated terms, or after Your continued participation in the
Program after such terms have been updated by Google. The failure to require performance of
any provision shall not affect a party's right to require performance at any time thereafter, nor
shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent
breach or default or a waiver of the provision itself. If any provision herein is held unenforceable,
then such provision will be modified to reflect the parties' intention, and the remaining provisions
of this Agreement will remain in full force and effect. This Agreement does not affect any right that
either party would have had, or shall have, independent of the Agreement including rights to
Authorized Content under the Copyright Act. You may not resell, assign, or transfer any of Your
rights hereunder. Any such attempt may result in termination of this Agreement, without liability to
Google. Notwithstanding the foregoing, Google may assign this Agreement to any affiliate at any
time without notice. The relationship between Google and You is not one of a legal partnership
relationship, but is one of independent contractors.
 GOOGLE EDITIONS
ADDENDUM

THIS GOOGLE EDITIONS ADDENDUM (the "Addendum") is entered into by and between you and
Google Inc., Google Ireland Limited and all of their affiliates (Google Inc. and Google Ireland Limited and
their affiliates are collectively referred to herein as "Google") and is effective as of the date you click the
"Accept and Agree" button below (the "Addendum Effective Date"). If you are accepting this Addendum
on behalf of your employer or another entity, you represent and warrant that (i) you have full legal
authority to bind your employer or such entity to this Addendum, (ii) that you have read and understand
this Addendum, and (iii) that you agree, on behalf of the party that you represent, to this Addendum. If
you do not have the legal authority to bind, please do not click the "Accept and Agree" button below.

Background

WHEREAS, you and Google previously entered into an agreement (the "Agreement") where you
provided to Google certain books to be included in Google Books (as defined below);

WHEREAS, this Addendum is an addendum to the Agreement which is hereby incorporated by

reference; and

WHEREAS, you now wish to modify that Agreement, subject to the terms contained herein and the
program policies currently located
at http://books.google.com/support/partner/bin/answer.py?answer=166501 (as may be updated from time
to time by Google) (the "Program Policies")), such that end users may purchase the ability to access the
full text (among other things) of books that you elect to include in this Addendum.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, you and Google agree as
follows:

Terms

1. Definitions. For purposes of this Addendum, the capitalized terms used, but not defined herein, shall
have the same meanings set forth in the Agreement. The following terms have the meanings set forth
below:

1.1 "Authorized End User" means an End User who has registered and has a Google account, and his
or her heirs, if any.

1.2 "Authorized Reseller" means an entity that enters into a separate agreement with Google to resell
Google Editions.

1.3 "Bundled Price" is defined in Section 3.2.

1.4 "Default Price" is defined in Section 3.1.

1.5 "E-Reader Device" means a dedicated electronic reading system. The term "E-Reader Device"
does not include general purpose devices that support access to the internet through a browser.

1.6 "End User" means an end user who accesses or uses Google Services.

1.7 "Google Books" means that Google Service where End Users can search the text of books and
other print content and view portions of, and in some cases all of such content, whatever such program(s)
may be called by Google from time to time.
1.8 "Google Editions" means digital copies of the Authorized Works selected by you in the Publisher
Account to make accessible to end users under this Addendum.

1.9 "Google Editions Content" means the Authorized Content of the Authorized Works selected by
you in the Publisher Account to make accessible to end users under this Addendum.

1.10 "Google Services" means Google's products and services that are accessible through and
otherwise provided by various computer and electronic technologies, networks (syndicated and
otherwise) and systems, including without limitation, mobile wireless services and Internet-based services
accessible through the Google Sites and any Google syndication partner sites.

1.11 "Google Site" means any web site located at a Google-owned domain, including all subdomains
and directories thereof, and all successor sites thereto.

1.12 "Licensed Territories" means the territories designated by you in the Publisher Account.

1.13 "List Price" means (a) the Specified Price or the Default Price, as applicable, when Google
Editions are sold individually or (b) the Bundled Price when Google Editions are sold with a print version
of the book, and in each of (a) and (b) excluding all taxes, including any value added tax and sales tax.

1.14 "Publisher Account" means the Google account held by you relating to your participation in
Google Books.

1.15 "Purchased Content" means Google Editions Content that an end user has purchased.

1.16 "Reseller Revenue Split" is forty five percent (45%) of the List Price (subject to Sections 4.4
(Exceptions) and 4.5 (Fraud)).

1.17 "Specified Price" is defined in Section 3.1.

1.18 "Standard Revenue Split" is fifty-two percent (52%) of the List Price (subject to Sections 4.4
(Exceptions) and 4.5 (Fraud)).

2. Sale of Authorized Content.

2.1 Authorizations. Subject to all the terms and conditions herein, you hereby request and authorize
Google to:

(a) promote, market and sell Google Editions Content in the Licensed Territories to end users through
Google Services and through Authorized Resellers as further described in Section 2.6 (Authorized
Resellers);

(b) display, distribute, and make copies of Google Editions Content, including through caching, through
Google Services and third party websites worldwide to allow Authorized End Users the perpetual right to
download, access, view, copy, paste, print, and annotate Purchased Content (and share annotations) and
including the ability for Google to store Purchased Content on a computer or other device for access by
the Authorized End User when disconnected from the internet;

(c) distribute Purchased Content to Authorized Resellers for the sole purpose of fulfilling requests from
Authorized End Users for the uses allowed herein;
(d) provide to Authorized End Users download files of Purchased Content as further described in
Section 2.5 (Download of Purchased Content);

(e) transmit, reproduce and otherwise use Google Editions Content for the limited purposes of
technically enabling the foregoing and for testing without public display; and

(f) continue providing Authorized End Users the rights set forth herein to Purchased Content after any
termination of the Agreement (or this Addendum) or withdrawal of the Purchased Content.

2.2 Licensed Territories. Google will use and will require that the Authorized Resellers use commercially
reasonable efforts to restrict sales of Google Editions to the Licensed Territories, but you agree that, once
purchased, Authorized End Users can access and view Purchased Content in any location. Google does
not (and the Authorized Resellers do not) guarantee that efforts to limit sales to the Licensed Territory will
in every instance be effective and you understand that in some instances, Google Editions may be
purchased by end users outside of the Licensed Territories. You understand and agree that such
purchases shall not be deemed a breach of the Agreement (or this Addendum) by Google.

2.3 Copy/Paste and Printing. The Publisher Account will allow you to choose copy/paste and printing
settings for your Purchased Content as further described in theProgram Policies.

2.4 Scans. The digital file types accepted by Google for Google Editions are described in the Program
Policies. If you do not provide Google with digital files, then you agree that Google Editions will be sold
using the scans of Google Editions Content created by Google. In such case, you may view the Google
Edition in the Publisher Account before it is made available for purchase. You authorize Google to use,
copy, and modify the Google Editions Content as necessary to create Google Editions.

2.5 Download of Purchased Content. You agree that Google may provide download files of Purchased
Content to Authorized End Users, Authorized Resellers and to E-Reader Devices directly and through
third parties on behalf of Authorized End Users that purchased the Purchased Content. You must elect in
the Publisher Account either to allow download of the Purchased Content with Digital Rights Management
("DRM") restrictions or to allow download of Purchased Content without DRM restrictions.

(a) Download without DRM Applied. If you choose that downloads of Purchased Content are allowed
without DRM restrictions, then any restrictions on copy/paste and printing set by you will not apply to
those downloaded copies.

(b) Download with DRM. If you choose that downloads of Purchased Content will have DRM
restrictions, then Google will apply industry standard DRM as further described in the Program Policies.
Google will notify you at least thirty (30) days prior to changing the DRM standards and protocols
applicable to Google Editions.

2.6 Authorized Resellers. You agree that Google Editions may be sold through Authorized Resellers.
Where the end user purchases Google Editions from an Authorized Reseller, the end user will pay the
Authorized Reseller directly and Google will pay you the Reseller Revenue Split on these sales.

2.7 E-Reader Devices. You agree that Authorized End Users may download, access and view
Purchased Content on E-Reader Devices. Google is authorized to transfer download files of Purchased
Content directly to E-Reader Devices and through Authorized Resellers.

2.8 Marketing and Promotion. You agree that Google may feature specific Authorized Works for
marketing and promotional efforts related to Google Editions, and will notify you in advance of what
Authorized Works are included in these efforts.
2.9 Google Discretion. Google reserves the right not to sell any book authorized by you as Google
Editions at any time in its discretion. Google reserves the right to terminate or suspend the services
described in this Addendum or that may be offered to you from time to time with written notice to you. If
Google terminates or suspends the services, Google shall pay your earned balance to you within
approximately ninety (90) days after the end of the calendar month in which Google suspends or
terminates the service.

3. Pricing Options.

3.1 Pricing of Google Editions. You may recommend a price to sell each book authorized as Google
Editions (the "Specified Price"). If you do not recommend a Specified Price, then Google Editions of that
book will be sold at a price determined by Google (the "Default Price") as further explained in the
Program Policies. Google or Authorized Resellers, as applicable, will set the final price of Google Editions
but Google will pay revenue share to you based on the List Price (as described in Section 4.1 (a)
(Standard Revenue Split) and Section 4.1 (b) (Reseller Revenue Split)).

3.2 Bundled Price. You may recommend a price for Authorized Resellers to sell Google Editions when
the end user is also purchasing a print version of the book (the "Bundled Price"). Authorized Resellers
have discretion to set the final price of Google Editions to end users but Google will pay revenue share to
you based on the List Price (as described in Section 4.1 (b) (Reseller Revenue Split)).

3.3 Change of Pricing Options. You may (a) change the Specified Price and the Bundled Price (if
applicable) for one or more books and (b) switch between the Specified Price and Default Price, in each
case, by changing these settings in the Publisher Account or by written notice to Google. Google will
implement the changes within thirty (30) days of receipt.

3.4 Discounts. Google and its Authorized Resellers may discount the List Price and the Bundled Price
at their sole discretion and in this case the Standard Revenue Split and the Reseller Revenue Split will be
based on the List Price.

3.5 Promotional Programs. You and Google and you and Authorized Resellers may agree to offer
Google Editions as part of promotional programs at a discounted price. In this case, the Standard
Revenue Split and the Reseller Revenue Split will be based on the discounted price.

3.6 Cooperative Advertising Programs. You agree to provide Google and Authorized Resellers
cooperative advertising funds in an amount similar to what you provide to other retailers, if any, for
Google to use to promote and market your Google Editions.

4. Payment Terms.

4.1 Revenue Split.

(a) Standard Revenue Split. For Google Editions sold through the Google Services, Google will
pay you the Standard Revenue Split.

(b) Reseller Revenue Split. For Google Editions sold through Authorized Resellers, Google will pay you
the "Reseller Revenue Split".

(c) Payments to Affiliates. Google will be responsible for any payments to third parties that promote and
sell Google Editions from the third party's website.

4.2 Payment Terms. Payments for sales of Google Editions shall be transferred by Google to you no
more than sixty (60) days after the end of any calendar month for revenues received in that
month. Google may use Google Checkout to make payments to you, in which case you agree to the
terms in Exhibit A. Payments will be transferred via the ACH Network (or by other means determined by
Google) and paid to you in US dollars or other currencies as made available by Google to you.
Notwithstanding the foregoing, Google will not be obligated to transfer funds to you if your earned
balance at the time of disbursement or transfer is less than one hundred dollars ($100.00). If you elect to
terminate this Addendum, Google shall pay your earned balance to you within approximately ninety (90)
days after the end of the calendar month in which Google receives notice of termination, but in no event
shall Google make payments for any earned balance less than $1. The amounts reported by Google as
purchases shall be the number used in calculating payments hereunder, if any.

4.3 Reports. Google shall provide you with access to reports of Google Editions purchases in the form
generally made available to content providers. More information about the data provided by Google in
reports is set forth in the Program Policies.

4.4 Exceptions; Repayments. Notwithstanding the foregoing, Google shall not be liable for any payment
(a) based on any purchase of or access to Google Editions through any fraudulent or invalid means, as
determined by Google in its sole and absolute discretion, including but not limited to the fraudulent use of
credit cards or other means of payment or (b) based on purchases of Google Editions that are refunded
or (c) subject to a credit card charge back by an end user. Google reserves the right to withhold payment,
offset amounts owed to you or debit your bank account due to any of the foregoing or any breach of this
Addendum by you. You agree to cooperate with Google in its investigation of any of the foregoing. You
are responsible to refund and/or repay to Google any payment made by Google under this Addendum
that is later subject to a return, chargeback, reversal, refund, adjustment or rejection whether by a bank,
customer action or otherwise, or that was paid in error or paid as a result of miscalculation by either
Google or you. ("Repayments"). You expressly authorize Google to offset and net current amounts owed
by Google to you against the amount of any Repayments owed by you to Google. Google may also at its
option invoice you for Repayments owed to Google, and you agree to pay Google the invoice amount
within thirty (30) days of written notice from Google.

4.5 Fraud. You shall not, and shall not authorize or encourage any third party to directly or indirectly
purchase or otherwise obtain access to Google Editions through any automated, deceptive, fraudulent or
other invalid means, the use of robots or other automated query tools and/or computer generated search
requests, and/or the fraudulent use of software or credit cards.

4.6 Refunds. Google reserves the right to grant refunds of Google Editions purchases in its sole and
absolute discretion (and in compliance with applicable law and regulations) including in the situations
described in Section 4.4 (Exceptions), Section 4.5 (Fraud), and due to quality concerns.

4.7 Taxes. All payments made in connection with this Addendum are exclusive of taxes imposed by
governmental entities of whatever kind and imposed with respect to the transactions provided under this
Addendum. Google or its Authorized Resellers, as applicable, shall be responsible for any taxes related
to payments it makes under this Addendum other than taxes based on your income. If Google or its
Authorized Resellers are required to deduct or withhold taxes from any payment made to you and remits
such taxes to the local taxing jurisdiction, then Google or its Authorized Resellers (as applicable) shall
duly withhold and remit such taxes and shall pay to you the remaining net amount after the taxes have
been withheld. If Google or its Authorized Resellers (as applicable) is required to charge taxes to any end
user who purchased Google Editions, then Google or its Authorized Resellers shall calculate the amount
of the tax and remit such tax to the local taxing jurisdiction.

4.8 Credit Report. You authorize Google to obtain from time to time a credit report and to otherwise
make credit or background inquires on you as Google deems appropriate.

5. Term.
5.1 Term. The Term of this Addendum shall commence on the Addendum Effective Date and continue
for the Term set forth in the Agreement; provided that either party may terminate this Addendum with
thirty (30) days written notice to the other party and the Agreement will otherwise continue in full force and
effect unless the terminating party in its written notice also elects to terminate the Agreement.

5.2 Withdrawal of Google Editions. You may provide written notice to Google to discontinue offering
future sales of one or more books authorized as Google Editions.

5.3 Obligations upon Termination or Withdrawal of Google Editions. If this Addendum is terminated by
either party, then Google will cease to sell your Google Editions to additional end users and will similarly
instruct its Authorized Resellers. If you withdraw one or more Google Editions from future sales, then
Google will cease to sell those Google Editions to additional end users and will similarly instruct its
Authorized Resellers. You acknowledge that, once an end user purchases a Google Edition, the sale is
final subject only to Google's return and refund policies. All sales will survive any termination of the
Agreement (or this Addendum) or withdrawal of the Google Edition by you. You request and authorize
Google and its Authorized Resellers to continue providing Authorized End Users with access to
Purchased Content for sales that occurred prior to the date of termination or withdrawal of that Google
Edition. Any provision of the Agreement requiring Google to cease display of Authorized Content upon
termination or upon withdrawal of a particular Authorized Title is void to the extent that it applies to
Purchased Content. The provisions of Sections 2.1(f), 5.3, 7, 8, and 9 (in addition to those sections of the
Agreement that survive termination) will survive any termination of this Addendum.

6. New Features. From time to time, Google may offer you new features to Google Editions as well as
other services, products and features to promote the Authorized Content. Some of those services,
products and features may have additional terms and conditions than those contained herein. You may
participate in any or all new services, products and features offered by Google by individually agreeing to
the terms of such new products and features on the Publisher Account and in other ways the terms may
be presented to you.

7. Representations and Warranties; Indemnification. In addition to the representations and

warranties provided by you under the Agreement, you further represent and warrant that (a) you hold, and
will continue to hold, all necessary rights to the Google Editions Content to enter into this Addendum and
to grant the rights set forth herein and (b) the Google Editions Content does not violate any applicable
law, statute, ordinance or regulation. You agree to indemnify, defend and hold harmless Google, its
Authorized Resellers, and each of their respective directors, officers, employees and agents against any
claim, demand, cause of action, debt or liability, including reasonable legal fees based on or arising out of
a claim (i) alleging facts that would constitute a breach of the representations and warranties in this
Section 7 or (ii) that Google's use of the Google Editions Content or any other materials delivered by you
to Google under this Addendum violates any laws or infringes any third-party rights including but not
limited to intellectual property rights, privacy rights, rights against defamation, and contractual rights.

8. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN SECTION 7, THE PARTIES
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

9. Entire Agreement. This Addendum along with the Agreement is the complete and exclusive
agreement between the parties with respect to the subject matter hereof, superseding and replacing any
and all prior or contemporaneous agreements, communications, and understandings, both written and
oral, regarding such subject matter. In particular, any previous Addendum to the Agreement entered into
between you and Google for the sale of Authorized Content is terminated and superseded by this
Addendum. In the event of a conflict between this Addendum and the Agreement, this Addendum will
prevail. Except as modified by this Addendum, the Agreement shall remain in full force and effect; except
that any provision of the Agreement that (a) limits the amount of Authorized Content viewable by an End
User, (b) limits the way End Users can browse Authorized Content, or (c) requires Google to disable the
features - cut, copy, paste and printing - does not apply to the Google Editions Content.

EXHIBIT A

TERMS FOR PROCESSING GOOGLE PAYMENTS

Google Payment Corporation ("Google Checkout") is a subsidiary of Google and is separately regulated.
Google has requested Google Checkout, on behalf of Google and its affiliates (collectively for purposes of
these terms, "Google"), to (i) make certain disbursements or debits to your designated bank account of
funds owed to you by Google ("Google Provider Payments"), and (ii) make available certain information to
you regarding those disbursements and debits. You acknowledge that, in processing these Google
Provider Payments, Google Checkout is acting as agent of Google for the sole purpose of providing you
certain information and disbursing or debiting payments to your designated bank account on behalf of
Google.

RELATION TO CHECKOUT TERMS

Google Checkout may process Google Provider Payments and show those scheduled Google Provider
Payments in the account record of a Checkout Account that is used for other purposes, such as purchase
transactions. Checkout's Processing of Google Provider Payments is not subject to the Checkout Seller
or Buyer Terms of Service, and is subject solely to these Terms.

REQUIREMENTS AND OPERATION OF PROCESSING GOOGLE PROVIDER PAYMENTS

You must have a merchant account with Google Checkout (“Google Checkout Account”) to receive
Google Provider Payments. You must register a U.S. bank account and a bank account in each territory
where you are paid in the local currency in order to receive payments from Google. Payments from
Google to you, and debits from you to Google, will be processed on Google’s behalf by Google Checkout
through ACH or other means determined by Google. To receive payments from Google, and pay debits to
Google, you agree to provide identifying and financial information regarding your designated bank
account to Google and to Google Checkout from time to time. You acknowledge that Google Checkout is
acting solely as agent on behalf of Google in the processing of credits and debits and other payments and
debits from Google to your designated bank account. Google Checkout may show in your Checkout
Account records the amount of funds scheduled for payment by Google to you on a future scheduled
payment date. These amounts are shown to you in your Checkout Account record for convenience and
informational purposes only. The amounts of Google Provider Payments shown in the Google Checkout
Account record are not owned by you and are not owed to, or payable to, you by Google Checkout.
These scheduled payments are subject to change and cancellation by Google. No debtor/creditor
relationship is established between you and Google Checkout in connection with the payment amounts
shown in the Google Checkout Account record. Google Checkout will follow the instructions of Google in
arranging for a payment to your designated bank account, or a debit from your designated bank account,
in connection with a Google Provider Payment, regardless of the amounts shown in the Google Checkout
Account record.

PAYMENT AUTHORIZATION

By agreeing to these terms, you authorize Google and any affiliate of Google that assists in provisions of
its services to you to initiate through the ACH network or other means determined by Google, without
prior notice to you: (A) credits to your designated bank account to pay funds owed by Google to you, in
accordance with Google’s settlement schedule and/or when payments are otherwise due to you under the
terms of the Google services in which you participate; and (B) debits from your designated bank account
to obtain funds at any time, subject to the conditions in this authorization, to pay for a return, chargeback,
reversal, refund, adjustment or rejection relating to or to correct an error in the calculation or processing
of a previous Google Payment made to such bank account. For each settlement period, you authorize
Google and Google Checkout to combine and/or net funds owed or payable by Google and Google
Checkout to you into a single credit payment to your designated bank account. Similarly, in the event that
you owe funds to both Google Checkout and Google during a particular settlement period, you authorize
Google and Google Checkout to initiate a single debit to your designated bank account to obtain funds
owed to both entities.

Your payment authorization shall remain in effect while you participate in one or more Google services
and for a period of one hundred eighty (180) days following termination or cancellation of such
participation. You acknowledge that you must contact Google, and not the bank holding your designated
bank account, in order to cancel the payment authorization set forth in this section.

DISPUTES

If you have any dispute regarding Google Provider Payments, including the information regarding such
payments shown in the Google Checkout Account record, such payments made by Google to your
designated bank account, or the debits related to such Payments made by Google from your designated
bank account, your sole remedy is to contact Google to investigate and/or resolve the matter.

SECURITY

You are responsible for maintaining the confidentiality of your username/password. You are responsible
for all activity regarding the Google Provider Payments by persons that use your username/password,
including any consequences of the use or misuse of the username/password. You agree to notify Google
Checkout or Google immediately of any unauthorized use of its username/password or any other breach
of security regarding its username/password or its Google Checkout Account of which you have
knowledge.

DISCLAIMER OF WARRANTIES

THE PROCESSING OF GOOGLE PROVIDER PAYMENTS IS PROVIDED "AS IS" AND WITHOUT
WARRANTY. GOOGLE CHECKOUT AND ITS AFFILIATES AND AGENTS DISCLAIM ALL
WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING
WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. GOOGLE CHECKOUT AND ITS AFFILIATES AND AGENTS DO NOT
WARRANT THAT THE PROCESSING OF GOOGLE PROVIDER PAYMENTS WILL BE
UNINTERRUPTED OR ERROR FREE. GOOGLE CHECKOUT AND ITS AFFILIATES AND AGENTS
WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED
TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE
PROCESSING OF GOOGLE PROVIDER PAYMENTS.

LIMITATION OF LIABILITY

GOOGLE CHECKOUT (INCLUDING ITS AFFILIATES AND AGENTS) WILL NOT BE LIABLE TO YOU
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST
REVENUE, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER
CAUSED AND REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF
ACTION, EVEN IF GOOGLE CHECKOUT OR ITS AFFILIATE OR AGENT HAS BEEN ADVISED OF
THE POSSIBILITY OF DAMAGE OR LOSS.
TERMINATION

Google or Google Checkout may terminate the processing of Google Provider Payments at any time and
for any reason without prior notice to you. If Google or Google Checkout terminate the processing of
Google Provider Payments, Google will contact you regarding alternate payment arrangements. If the
processing of Google Provider Payments is terminated by you or your designated bank, you may contact
Google to arrange for an alternative payment method.

PRIVACY POLICY

The Google Checkout Privacy Policy, as currently in effect and as may be amended in the future, shall
apply to Google Checkout's collection, use and disclosure of certain information regarding you in
connection with Google Provider Payments. Please see the Privacy Policy for more information.