Barnes & Noble/Paper Source Membership Program Terms & Conditions

These terms and conditions (these “Terms” or this “Agreement”) govern the Barnes & Noble/Paper Source Premium Membership (“Premium Membership”), the Barnes & Noble/Paper Source Rewards Membership (“Rewards Membership”), and the Barnes & Noble Legacy Membership (“Legacy Membership”) programs. The Premium Membership, Rewards Membership and Legacy Membership programs collectively constitute the Barnes & Noble/Paper Source Membership Program (“Membership” or “Membership Program”), which is a loyalty program brought to you by Barnes & Noble Booksellers, Inc. (“we,” “us,” “our,” “ours", or “B&N”). Purchase and/or use of any Membership at any time subjects the purchaser or user (“you,” “your,” “yours,” “Premium Member", “Rewards Member”, or “Member”) to the provisions of this Agreement, as amended periodically. The Membership Program is valid only with respect to your qualifying activity at stores owned and operated by B&N, including Barnes & Noble, B. Dalton, Bookstar, and Paper Source branded stores (“B&N/PS Stores”), and on the Barnes & Noble.com website (“BN.com”). Qualifying activity is defined as any of the following: transactions using the Membership (including payment of the Membership fee for Premium Memberships); signing into the Member’s linked BN.com account via BN.com or the B&N App, or updating the Member profile. The Membership Program is not valid for any purchases made at stores or websites owned or operated by Barnes & Noble Education, Inc. or Barnes & Noble College Booksellers, LLC.

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 12, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND BARNES & NOBLE BOOKSELLERS, INC. WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

1. PROGRAM LEVELS AND BENEFITS.

You may select from one of two Membership levels: Premium Membership, or Rewards Membership. While Members may transition between levels, only one level of Membership may be active on the account at any one time. Additionally, as described more fully below, existing Members who have not yet selected either Premium Membership or Rewards Membership shall receive benefits as part of the Legacy Membership program for the term of that Legacy Membership.

REWARDS MEMBERSHIP: No annual fee.

Upon selecting a Rewards Membership, your account will remain active unless otherwise cancelled by you (see Section 6 below) or terminated by us in our sole discretion (see Sections 7 and 8 below), or you upgrade to Premium Membership through payment of the annual Premium Membership fee.

Benefits:

• Earn Stamps and redeem Rewards on eligible purchases made at B&N/PS Stores when presenting your Membership card or virtual Membership card, and purchases made through a BN.com account with an active Membership linked to a BN.com account.
  • Stamps are earned as follows:

    One (1) stamp for every $10 you spend in a purchase of eligible items within a single transaction (in store) or single order (through a BN.com account) after all discounts (except redeemed Rewards) are taken. For clarity, redeemed Rewards shall count towards the total amount you spend on eligible items.

    By way of illustration:

    • A transaction of eligible items totaling between $10.00-$19.99 after all discounts (except Rewards) are applied will earn 1 stamp. For example, a transaction in which a $5.00 Reward is applied to a $12.00 eligible items total, reducing the eligible items total to $7.00, will earn 1 stamp; however, if a $5.00 coupon reduces a $12.00 order total to $7.00 no stamps would be earned.
    • A transaction of eligible items totaling between $20.00-$29.99 after all discounts (except Rewards) are applied will earn 2 Stamps.

    Unless specifically excluded, all purchases in B&N/PS Stores and through BN.com are qualifying activity. Items and other charges excluded from the earning of Stamps are: Premium Membership fees (new or renewal); Gift Cards; electronic Gift Cards; Digital Newsstand subscriptions; Digital Audiobook subscriptions; Digital Audiobooks purchased with credits; hardware and electronics (other than NOOK devices); gratuities applied to B&N Café purchases; B&N Kitchen items; textbook purchases on BN.com from 3rd parties; gift-wrapping for purchases made at BN.com; shipping; other fees; taxes; and purchases made on papersource.com. We shall have the right to exclude any other items at any time in the exercise of our sole discretion.

    Subject to these Terms, there is no limit to the number of Stamps that can be earned by any Member.

    The rate at which Stamps are earned can be adjusted at any time at our sole discretion.

  • Stamps are issued as follows:

    For purchases in B&N/PS Stores (including ship-to-home orders placed at B&N Stores), Stamps will be issued to the Member’s account at the time of purchase, except in circumstances of technical or system failure in which such case Stamps will be issued as soon as practical.

    For “Pick Up in Store” orders and reservations placed on BN.com and picked up in store, Stamps will be issued to the Member’s account when the items are picked up in store and payment is tendered.

    For purchases on BN.com that are shipped, Stamps will be issued no later than one day after the order ships, except in circumstances of technical or system failure in which such case Stamps will be issued as soon as practical. If the order is fulfilled in multiple shipments, Stamps will be issued over the course of those shipments as the running total of shipped eligible items in the order reaches each $10 threshold. The full allocation of Stamps is completed when the last shipment is made.

  • Stamps are converted to Rewards and issued as follows:

    For every ten (10) Stamps earned, a $5 reward will be issued to the Member’s account by the end of the next day, except in circumstances of technical or system failure in which such case Rewards will be issued as soon as practical. With the issuance of the reward, 10 Stamps will be deducted from the account’s Stamps total.

    The rate at which Stamps are converted into Rewards can be adjusted at any time at our sole discretion.

    Any Rewards manually issued will be posted to the Member’s account as soon as practical.

    Subject to these Terms, there is no lifetime limit to the number of Rewards that can be issued to any Member

  • Rewards can be redeemed as follows:

    Members can redeem a Reward at any time during operating hours at B&N/PS stores or at any time the BN.com site is operative. In B&N/PS Stores, you must present your physical or virtual Membership card to redeem Rewards.

    Rewards may be applied to any eligible purchase in a B&N/PS store or through BN.com. Rewards are applied after all eligible discounts (including the Premium Membership Everyday Discount and coupons) are applied.

    Rewards cannot be applied to instant purchases made on device or BN.com. Rewards can only be applied to eligible digital content purchases via cart transactions on BN.com. Excluded items and other charges for which Rewards may not be applied are: Premium Membership fees (new or renewal); Gift Cards; electronic Gift Cards; instant purchases of eBooks/digital content made on device or BN.com; Digital Newsstand subscriptions; Digital Audiobook subscriptions; Digital Audiobooks purchased with credits; hardware and electronics (other than NOOK devices); gratuities applied to B&N Café purchases; B&N Kitchen items; textbook purchases on BN.com from 3rd parties; gift-wrapping for purchases made on BN.com; shipping; other fees; taxes; and purchases made on BN.com. We shall have the right to exclude any other items at any time at our sole discretion.

    The value of Rewards redeemed in a transaction is applied as a discount proportionally across all eligible items. For example, if a $16 item and a $24 item are purchased, and $5 in Rewards are applied to the transaction, a $2 discount is applied to the first item and a $3 discount is applied to the second.

    We reserve the right to restrict the redemption of more than $1,000 in Rewards by one Member in any 30-day period.

• Periodic special offers and promotions at B&N/PS Stores and on BN.com.

Certain Conditions:

• Stamps have no cash redemption value and cannot be exchanged, sold or transferred.
• The email address in the Member profile must be valid for Rewards to be redeemed. Members with an unconfirmed email address will receive an email to the email address associated with the Member’s account requesting they confirm the validity of that email address.
• Stamps and Rewards may not be transferred to another Membership account.
• Stamps and Rewards cannot be earned or redeemed in conjunction with employee discounts, or any corporate, institutional or prearranged group discounts, unless specifically stated.
• We will deduct Stamps from a Membership account when a product earning Stamps is returned. The Barnes & Noble Returns Policy (bn.com/returns) applies to all returns of purchases made at B&N Stores and bn.com, and the Paper Source Returns Policy (papersource.com/customer-return) applies to all returns of purchases made at Paper Source stores.

  When all products earning Stamps in a transaction are returned for the full value, all Stamps issued in the original transaction will be deducted from the Member account up to the amount in the current Stamps balance.

  When only some of the items in a transaction are returned, the items are subtracted from the eligible items total of the original transaction and the number of Stamps recalculated. If the new total results in fewer Stamps than were issued in the original, the difference will be deducted from the account. For example: in an original transaction, the purchase of a $25 item and an $8 item totals $33, resulting in 3 Stamps being issued. If the $8 item is returned, the recalculated eligible items total is $25, equating to only 2 Stamps. The difference between the original and recalculation is 1 stamp, which will be deducted from the account.

• We will partially or fully restore Rewards to the Member’s account if there are product returns from a transaction in which Rewards were redeemed.

  For example, if a $16 item and a $24 item are purchased, and $5 in Rewards are applied to the transaction, a $2 discount is applied to the first item and a $3 discount is applied to the second. If the $16 item is returned, $2 in Rewards are returned to the account.

• If a Reward has been redeemed in the transaction, the qualifying order total for Free Standard Shipping on BN.com is calculated prior to the Rewards discount being applied. For details, refer to bn.com/membershipping.
• Any Rewards earned will not expire unless the Membership has been cancelled or terminated. Stamps do not expire except if there has been no qualifying activity for a period of 12 consecutive months or the Membership account has been cancelled.

PREMIUM MEMBERSHIP: $39.99 annual fee.

Upon selecting Premium Membership, your account will remain active unless otherwise cancelled by you (see Section 6 below ) or terminated by us in our sole discretion (see Sections 7 and 8 below), or your Premium Membership expires and your Membership converts to Rewards Membership.

Benefits:

• 10% off the sale price on eligible purchases made only at B&N/PS Stores and on BN.com (the “Everyday Member Discount”).
• Free Standard Shipping with no minimum purchase on eligible purchases made on BN.com and on ship-to-home orders placed at B&N Stores. For details and exclusions, refer to bn.com/membershipping.
• All the benefits of Rewards Membership are included in Premium Membership. For details and exclusions, see the Rewards Membership Benefits and Certain Conditions sections above.
• A birthday offer for the Member’s birthday delivered by email.
• A birthday offer delivered by email for each child turning 12 years old or younger in the Premium Member’s profile.
• A size upgrade at no additional charge on any prepared beverage in Barnes & Noble Cafés applied as a discount on the ordered beverage to the price of the next smaller size (if available). Limit one (1) beverage upgrade per visit. Applies to the base price of the beverage; additions and toppings are charged separately. If multiple beverages are ordered, the beverage with the largest difference in price between ordered size and next smaller size is discounted. The Everyday Member Discount will be applied to the discounted price of the upgraded beverage. By way of example:

  When a Tall beverage is ordered, Member will be charged the price of a Tall beverage, less the Everyday Member Discount. (Tall is the smallest beverage size available).

  When a Grande beverage is ordered, Member will be charged the price of a Tall beverage, less the Everyday Member Discount.

  When a Venti beverage is ordered, Member will be charged the price of a Grande beverage, less the Everyday Member Discount.

  When a Trenta beverage is ordered, Member will be charged the price of a Venti beverage, less the Everyday Member Discount.

• One (1) tote bag from the assortment designated for Members for each year of Premium Membership.

  Members are eligible to receive a tote bag upon initial payment of the Premium Membership fee, and thereafter shall be eligible to receive a tote bag for each renewal term upon payment of the Premium Membership fee.

  The tote bag must be picked up at any B&N or Paper Source store with proof of Membership, within 12 months of payment of the Premium Membership term.

• Periodic special offers and promotions at B&N/PS Stores and on BN.com.
• Early and exclusive access to special titles and events.

Certain Conditions:

• The Everyday Member Discount is not available on products featured in certain designated promotions or sales, or on the following items and other charges: Gift Cards; eGift Cards; eBooks/digital content; Digital Newsstand; Digital Audiobooks; other hardware and electronics; software; gratuities applied to B&N Café purchases; textbook purchases on BN.com from 3rd parties; gift-wrapping fees for purchases made on BN.com; shipping and handling fees; Premium Membership fees (new or renewal); taxes; and purchases made on papersource.com.
• The 10% Member Discount on NOOK devices is applied to the list price of the device, not the sale price. In the event of a promotion that reduces the selling price in excess of 10% off the list price, Members will be charged the lower of the two prices.
• Where applicable, the Everyday Member Discount will be applied after all other eligible discounts and deductions are applied, except for coupons and Rewards or where otherwise stated. Coupon and Rewards discounts will be applied after the Everyday Member Discount.
• The Everyday Member Discount cannot be used in conjunction with any coupons or in conjunction with employee discounts, or any corporate, institutional or prearranged group discounts, unless specifically stated.
• To receive the Premium Membership birthday offer, Premium Members must provide the month and day of their birthday, as well as have a valid email address in their profile. The Premium Member will be sent the birthday offer email each year, assuming the Premium Membership is active as of the first day of the month of the Member’s birthday.
• To receive the birthday offer for each child on the Premium Membership profile turning 12 years old or younger, the Premium Membership profile must contain a valid email address and day and month of each child’s birthday. A child’s profile information may be added or updated in the “Children” section of the Premium Membership profile on BN.com. For each child the offer will be sent each year, assuming the Premium Membership remains active.

PREMIUM MEMBERSHIP FEE.

The annual Premium Membership fee is $39.99. Membership fees are subject to taxation in accordance with applicable federal or state law. We reserve the right in our sole discretion to change the Premium Membership fee at any time, but changes will apply only to new and renewal Premium Memberships.

Premium Membership fees are not refundable, except within thirty (30) days of the purchase date of the new or renewal Premium Membership or the Automatic Renewal charge date of the Premium Membership and i) you did not use your Premium Membership to obtain an eligible discount or benefit during the new or renewal Premium Membership term, or ii) your Membership was renewed during your current Membership term and the renewal Membership term has not yet started and you did not use your Premium Membership to obtain an eligible benefit. No refunds will be available after such thirty (30) day period (unless we terminate Premium Membership in its entirety; see Section 7 below). In the event the Premium Membership fee is refunded, the Premium Membership will be converted to the Rewards Membership level immediately.

PREMIUM MEMBERSHIP TERM.

For new Premium Members, including customers whose Legacy Membership has expired and are joining Premium Membership, the Premium Membership Term shall expire 12 months from the date of purchase of Premium Membership.

For active Legacy Members who upgrade to Premium Membership, the Premium Membership Term shall expire 12 months from the expiration date of the Legacy Member’s current term and a credit card is required upon enrollment for automatic renewal.

For active Rewards Members upgrading to Premium Membership, the Premium Membership Term shall expire 12 months from the date of purchase of Premium Membership.

For active Premium Members, a renewal or automatic renewal extends the existing expiration date of the Premium Membership by 12 months; the Premium Membership Term shall begin the day after the expiration date of the Member’s current term.

2. UPGRADING TO PREMIUM MEMBERSHIP OR TO REWARDS MEMBERSHIP FROM AN EXISTING LEGACY MEMBERSHIP.

Members with an active-status Legacy Membership (“Legacy Members”), may choose to upgrade either to Premium Membership or to Rewards Membership at B&N/PS Stores or on BN.com:

Active Legacy Members Choosing to Upgrade to Premium Membership:

You can upgrade your active Legacy Membership to Premium Membership, with Premium Membership benefits replacing the existing Legacy Membership benefits as of the date of the upgrade. If the upgrade occurs with more than 30 days remaining in your current Legacy Membership term, the Premium Membership fee will not be charged in the upgrade transaction but will be charged in accordance with the standard automatic renewal process (see Section 4 Premium Membership Term; Automatic Renewal; Billing) no more than 30 days prior to the expiration of the current Membership term for the next full 1-year term of Membership. The free tote bag benefit is available upon first payment of the Premium Membership fee. If the upgrade occurs with 30 or less days remaining in your current Legacy Membership term, the annual Premium Membership fee will be charged in the upgrade transaction and apply to a one-year term of Premium Membership, which will begin the day after your current term ends and expire 12 months from your current expiration date.

Premium Memberships enrolled in automatic renewal will be auto renewed for subsequent 1-year terms of Premium Membership no more than 30 days prior to the expiration date as set forth in Section 4 Term; Automatic Renewal; Billing below.

Active Legacy Members Choosing to Upgrade to Rewards Membership:

If you upgrade your active Legacy Membership to Rewards Membership, you will receive the benefits of both Legacy Membership and Rewards Membership from the date of the upgrade through the end of your current Legacy Membership term at no additional cost. Upon expiration of the Legacy Membership term you will only receive the benefits of Rewards Membership.

Active Legacy Members Who Do Not Upgrade to Premium Membership or to Rewards Membership:

For Legacy Members who do not upgrade to Premium Membership or Rewards Membership and who are enrolled in automatic renewal, 30 days prior to your expiration date your Membership will be automatically charged for an additional 12-month term of Legacy Membership to begin after your current term ends unless you choose to opt out of automatic renewal at any time prior to the charge.

For Legacy Members who do not select Premium Membership or Rewards Membership and are not enrolled in automatic renewal, your Membership will expire at the end of your Legacy Membership term

Legacy Memberships shall continue to be governed by the Barnes & Noble Membership Terms and Conditions (bn.com/legacyterms) modified October 16, 2019 with the exception of Section 4 which is null and void.

3. MEMBERSHIP PROGRAM UPGRADE AND CONVERSION.

Upgrading from Rewards Membership to Premium Membership: A Membership account in the Rewards Membership level may upgrade to the Premium Membership level, and will receive benefits in accordance with that level upon payment of the annual Premium Membership fee.

Converting from Premium Membership to Rewards Membership: If a Premium Membership term expires, the Membership account will immediately convert to the Rewards Membership level and the Member will receive benefits in accordance with that level.

Existing unexpired Stamps and Rewards shall continue in full force and effect through any upgrade to Premium Membership or conversion to Rewards Membership so long as the Membership account status remains active.

4. AUTOMATIC RENEWAL; BILLING.

EACH PREMIUM MEMBERSHIP WILL AUTOMATICALLY RENEW (“AUTOMATIC RENEWAL”) EACH YEAR FOR ADDITIONAL 12-MONTH PERIODS THAT COMMENCE ON THE DAY AFTER THE PREVIOUS PREMIUM MEMBERSHIP TERM ENDS UNLESS (I) YOU HAVE ELECTED TO OPT OUT OF AUTOMATIC RENEWAL AFTER YOUR ENROLLMENT (SEE INSTRUCTIONS BELOW ON HOW YOU OPT OUT OF AUTOMATIC RENEWAL) OR (II) YOUR PREMIUM MEMBERSHIP IS CANCELLED OR TERMINATED.

When you join Premium Membership and are enrolled in Automatic Renewal and do not opt out of Automatic Renewal prior to your renewal date, or if you have last renewed your Premium Membership in store or on BN.com and your account shows that you have not opted-out of Automatic Renewal, upon your next and subsequent renewals, no more than 30 days prior to your Premium Membership expiration date the then-current Premium Membership fee will be billed to: (i) the form of payment we currently have on file for you that was used to join or renew the Premium Membership in store; (ii) the form of payment we currently have on file for you that was active in your BN.com account at the time of joining or renewing the Premium Membership on BN.com; (iii) the form of payment we currently have on file for you that you provided to us when making a purchase with your Member card on BN.com; (iv) the form of payment we currently have on file for you that you updated through your BN.com account or by contacting Member Services; or (v) the form of payment we currently have on file for you that was updated by the applicable payment service provider, and to which you authorize us to continue to charge the Premium Membership fee.

You may opt out of Automatic Renewal as follows:

1. By visiting bn.com/memberautorenewal and notifying us you want to opt out of automatic renewal; or
2. By updating your Member profile through your BN.com account to reflect you do not want Automatic Renewal;
   or
   
3. By asking a Bookseller at the customer service information desk at any Barnes & Noble, B. Dalton or Bookstar store, or an Associate at a Paper Source store for assistance opting out of Automatic Renewal.

If you have opted out of Automatic Renewal, you may re-enroll in Automatic Renewal by updating your Member profile through your BN.com account.

5. MEMBER INFORMATION.

Members are responsible for submitting and maintaining accurate and current user information in connection with their Membership. Such information may include name, physical address, email address, and any other information we may require from time to time. Periodically we will utilize the National Change of Address (NCOA) database through information provided by the United States Postal Service to update the mailing address of accounts in our database. Members can change their account information by (i) updating Member profile data through an authenticated BN.com account, (ii) requesting an update from a Bookseller at the customer service information desk of any Barnes & Noble Store or an Associate at any Paper Source Store, or (iii) emailing Member Services at membership@bn.com. We cannot assume any liability for correspondence, mail or email that is lost, delayed, or misdirected.

Memberships are for individual use only and are non-transferable. Members are not permitted to purchase products for the purpose of resale, rental, or to ship to their customers or potential customers using Membership benefits. An email address may be associated with only one Membership account. For use on BN.com, a Membership may be associated with only one BN.com account.

6. CANCELLATION BY MEMBER.

You have the right to cancel your Rewards Membership or Premium Membership at any time by contacting Member Services at membership@bn.com and notifying us that you want to cancel your Rewards Membership or your Premium Membership. In the event of cancellation, the Membership account is terminated, effective immediately, and can no longer be used. Any Stamps and Rewards on your account expire as of the cancellation. You will not be entitled to a refund of the Premium Membership fee except as set forth in Section 1 Program Levels and Benefits.

7. OUR TERMINATION OF MEMBER’S ACCOUNT.

We may terminate your Premium Membership or Rewards Membership without notice, for any reason in our sole discretion, including without limitation our belief that continued use of such Membership would violate any provisions of this Agreement, applicable law, or otherwise be harmful to our interests or another user.

In the event of any such termination, you will not be entitled to a refund of your Premium Membership fee and any accumulated Stamps or Rewards balance will be forfeited.

8. TERMINATION OF MEMBERSHIP BENEFITS OR PROGRAM.

We may terminate the Membership Program or any or all Membership benefits at any time with or without notice.

In the event of the termination of the Premium Membership program, at our election, we will either maintain your Premium Membership benefits until the expiration of a Member’s Premium Membership current term or refund each Premium Member a pro rata portion of the Premium Membership fee for the remaining portion of the current Premium Membership term.

In the event of our termination of Rewards Membership, the Rewards Membership benefits, including any Stamps accumulated or Rewards earned, will end as of the program termination date.

9. PRIVACY POLICY.

As a Member, the information we capture will be subject to the Barnes & Noble Privacy Policy as amended from time to time in accordance with its terms. You may view the current version of the Barnes & Noble Privacy Policy at any time online on bn.com/privacy or you may obtain a copy by emailing Member Services at membership@bn.com.

10. DISCLAIMERS; LIMITATION OF LIABILITY.

USE OF THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM AND ANY OF ITS ASSOCIATED BENEFITS IS AT YOUR SOLE RISK. THE MEMBERSHIP BENEFITS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

BARNES & NOBLE BOOKSELLERS, INC. AND ALL OF ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY “MEMBERSHIP PROVIDERS”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MEMBERSHIP PROVIDERS MAKE NO WARRANTY THAT (i) THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM YOUR USE OF THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM WILL MEET YOUR EXPECTATIONS.

MEMBERSHIP PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEMBERSHIP PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM OR ANY BENEFITS THEREOF; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED VIA THE USE THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM DATA; OR (iv) ANY OTHER MATTER RELATING TO THE BARNES & NOBLE/PAPER SOURCE MEMBERSHIP PROGRAM. THIS LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR MEMBERSHIP.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. GOVERNING LAW.

This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles.

12. DISPUTE RESOLUTION.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BARNES & NOBLE BOOKSELLERS, INC. TO AGREE TO ARBITRATE CERTAIN DISPUTES. AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND BARNES & NOBLE BOOKSELLERS, INC. FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND BARNES & NOBLE BOOKSELLERS, INC. AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. BARNES & NOBLE BOOKSELLERS, INC. AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

Any dispute or claim arising from, relating to, or connected with these Terms, the Barnes & Noble/Paper Source Membership Program, and/or any Barnes & Noble/Paper Source Member account (each a “Claim”) will be resolved by binding arbitration (rather than in court). All Claims submitted to arbitration under these Terms will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be the State of New York or, where limited by applicable law, the jurisdiction in which you reside or may be conducted by telephone, online or based solely upon written submissions where no in-person appearance is required. Notwithstanding this Section 12, we may bring a Claim for injunctive or other equitable relief in any court of competent jurisdiction as necessary to enforce our intellectual property rights or those of our affiliates, suppliers, or licensors.

FEDERAL ARBITRATION ACT. These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

ONE YEAR TO ASSERT CLAIMS. To the extent permitted by law, any Claim by you or Barnes & Noble Booksellers, Inc. relating in any way to these Terms, our Membership Program, or any aspect of the relationship between you and Barnes & Noble Booksellers, Inc. as relates to these Terms, or our Membership Program, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Barnes & Noble Booksellers, Inc. will not have the right to assert the Claim.

WAIVER OF CLASS ACTIONS. We each agree that any Claim will be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise. WE EACH AGREE THAT WE ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING ANY RIGHT WE MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE DIGITAL CONTENT TERMS OF SALE.

OPTION TO OPT-OUT. You have the right to opt out of binding arbitration within 30 days of the date that you become a Member (unless a longer period is required by applicable law). In order to be effective, your written notification to Barnes & Noble Booksellers, Inc., Attention: Legal Department to 33 East 17th St., New York, New York, 10003, and your written notification must include your name, mailing address, and email address. The notice must clearly indicate your intent to opt-out of this binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 11.

REJECTION OF FUTURE ARBITRATION CHANGES. You may reject any change we make to Section 12 (except address changes) by personally signing and sending us notice within 30 days of the change via email at legalnotices@bn.com or by certified mail addressed to Barnes & Noble Booksellers, Inc., Attention: Legal Department to 33 East 17th St., New York, New York 10003. If you do, the most recent version of Section 12 before the change you rejected will apply.

You acknowledge and agree that, regardless of any statute or law to the contrary, any Claim or cause of action you may have must be filed within one (1) calendar year after such Claim or cause of action arises, or forever be barred.

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This Agreement, including all documents referenced herein, represents the entire understanding between us and any user of the Barnes & Noble/Paper Source Membership Program with respect to the Barnes & Noble/Paper Source Membership Program and supersedes any other agreements, statements or representations. Headings used in this Agreement are for reference only and shall not affect the meaning of any terms. Any user of any portion of the Barnes & Noble/Paper Source Membership Program is deemed to have accepted these Terms.

14. CHANGES TO THE AGREEMENT.

We may change these Terms at any time without notice or liability by posting a revised Agreement located on bn.com/membershipterms. If any change to these Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. Any change shall take effect immediately, unless otherwise provided. YOUR CONTINUED MEMBERSHIP AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. You may view the current version of this Agreement at any time online on bn.com/membershipterms. You may also obtain a copy at any B&N or Paper Source Store or by emailing Member Services at membership@bn.com.

This Agreement was last modified on October 25, 2023. Solely with the exception of Legacy Memberships, these Terms replace in full the previous Barnes & Noble Membership Terms and Conditions last modified September 7, 2023. Legacy Memberships shall continue to be governed by the Barnes & Noble Membership Terms and Conditions (bn.com/legacyterms) modified October 16, 2019 with the exception of Section 4 which is null and void.