QUMPUS Inc. dba Better World Books 7/11/2022

DocuSign Envelope ID:740736B3-DE1A-4F5F-9CB6-BCO2D2D381E5 3.6 Seller can review records relating to the determination of Net Proceeds at BWB's client portal, and any amounts payable to Seller pursuant to Paragraph 3.2(a). 3.7 Seller may change its Payment Method at any time by submitting a written request via email to the Seller's designated BWB representative or Client Services. The new Payment Method will begin the month following written notice by Seller to BWB. ARTICLE IV Unsold Books 4.1 BWB reserves the right to remove any book from a marketplace at any time. Any unsold books due to market demand, condition and/or failure to sell within a timeframe(to be determined solely by BWB)may be discarded by BWB in an environmentally sensitive manner, recycled, or donated at any time by BWB to a Literacy or Education Partner or any other eligible organization of BWB's choosing. BWB shall not owe Seller or the selected Literacy or Education Partner any further compensation for any unsold Surplus Books which are discarded, recycled, donated or have been listed for sale by the Purchaser for longer than three hundred and sixty-five (365)days. ARTICLE V Term and Termination 5.1 This Agreement shall take effect on the Effective Date and shall continue thereafter from the Effective Date ("Initial Term") if or until terminated by either Party pursuant to Section 5.2 herein. 5.2 Notwithstanding anything herein to the contrary, the Parties agree that either Party has the right to terminate this Agreement with thirty(30)-days' notice to the other Party, and thereafter, BWB has the right to refuse to purchase any more Surplus Books from Seller, and Seller has the right to refuse to sell any more Surplus Books to BWB. ARTICLE VI Title to Property 6.1 Title to Seller's Surplus Books that Seller supplies to BWB shall pass to BWB when Seller ships the Surplus Books to BWB or its agent, or when BWB picks up the Surplus Books from a location designated by Seller. Nothing in this Agreement shall be construed as creating a bailment or consignment relationship between BWB and Seller. ARTICLE VII Miscellaneous 7.1 Any notice required or permitted to be given to either Party shall be in writing and shall be deemed to be sufficiently given and received in all respects when either Party personally delivers or emails the notice to other the Party at the Notice Email as below listed. 7.2 All terms, covenants and conditions of this Agreement are contained herein. There are no other warranties, obligations, covenants, or understandings between the Parties other than those expressed herein. Any prior agreements, warranties, obligations, covenants or understandings between the Parties other than those expressed herein are superseded by this Agreement. 7.3 This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto. Such written consent shall not be unreasonably withheld by either Party, provided, however,that this Agreement and the rights and remedies of the Parties hereto shall inure to the benefit of the Parties and their corporate successors or the purchasers of substantially all of the assets or stock of either Party.Subject to the terms of the foregoing sentence, this Agreement shall be binding upon the Parties hereto and their respective successors, legal representatives, and permitted assigns. 7.4 The failure of either Party to enforce any part of this Agreement or the failure of either Party to declare a default shall apply only to that particular instance and shall not operate as the Party's continuing waiver or estoppel barring enforcement of any term or provision herein. BWB Sales Agreement—US—LDR 2.8.19 -4-