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. You must be age 16 years or older to be eligible for Membership. 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, Paper Source, and Tattered Cover 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, YOU AGREE TO THE DISPUTE-RESOLUTION TERMS IN SECTION 12, INCLUDING MANDATORY INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER.

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, Tattered Cover, 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 12 CAREFULLY BECAUSE IT REQUIRES YOU AND BARNES & NOBLE TO AGREE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. THIS SECTION 12 PRECLUDES YOU AND BARNES & NOBLE FROM SUING IN COURT, HAVING A TRIAL BY JURY, OR PARTICIPATING IN A CLASS ACTION, UNLESS OTHERWISE PROVIDED IN THESE TERMS. YOU AND BARNES & NOBLE 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 AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IN SECTION 12.11 IF YOU WISH TO OPT OUT OF ARBITRATION ON AN INDIVIDUAL BASIS.

12.1 Claims Subject to this Section. This Section 12 applies to all Claims between you and Barnes & Noble. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and Barnes & Noble, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and, as permitted by law, for which either party wishes to seek legal recourse and that arises from or relates to the Barnes & Noble Services; a Barnes & Noble account; the use of your information by or for Barnes & Noble; or Claims related to the validity, enforceability, or scope of these Terms or any portion of them.

12.2 Required Informal Dispute Resolution. Except as permitted under Section 12.5, if you have a Claim against Barnes & Noble or if Barnes & Noble has a Claim against you, you and Barnes & Noble must first attempt to resolve the Claim informally before either party may bring the Claim in arbitration. You and Barnes & Noble will make a good-faith effort to negotiate for 60 days the resolution of any Claim or for a longer period as mutually agreed in writing (email suffices) by you and Barnes & Noble (“Informal Resolution Period”) from the day you or Barnes & Noble receive a written notice of a Claim from the other party (a “Claimant Notice”) in accordance with this Section 12.2.

12.3 You will send any Claimant Notice to Barnes & Noble by certified mail addressed to Attention: Legal Department to 33 East 17th St., New York, New York 10003 or by email to legalnotices@bn.com. Barnes & Noble will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Barnes & Noble, including the email address associated with your Barnes & Noble account. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, telephone number, and any relevant account or purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief requested.

12.4 You or Barnes & Noble cannot file a Claim in arbitration (or court in accordance with Section 12.5) before the end of the Informal Resolution Period. The statute of limitations and any filing-fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim.

12.5 Claims Subject to Binding Arbitration; Exceptions. Except for Claims (i) exclusively related to the intellectual-property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) of you or Barnes & Noble (“IP Claims”), including any disputes in which you or Barnes & Noble seek injunctive or other equitable relief for the alleged unlawful use or infringement of intellectual property or (ii) that are properly asserted in small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief), all Claims, including Claims that are not related to intellectual property or intellectual-property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 12.2 will only be resolved through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the validity, enforceability, or scope of the arbitration provision or any portion of the arbitration provision.

12.6 Binding Individual Arbitration. Subject to the terms of this Section 12.6, a Claim not excluded under Section 12.5 may only be resolved by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”). If you are a “Consumer,” meaning that you only use the Barnes & Noble Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Barnes & Noble as modified by this Section 12 (the “Rules”). If you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Barnes & Noble as modified by this Section 12.

This agreement to arbitrate affects interstate commerce, and the enforceability of these Terms will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the applicable Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim in arbitration and to grant any remedy or relief that would be available in a court under law or in equity, including the power to determine all questions of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Barnes & Noble to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

You or Barnes & Noble may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with the AAA in accordance with the Rules. Instructions for filing a demand for arbitration with the AAA are available on the AAA website or by calling the AAA at 800-778-7879. You will send a copy of any demand for arbitration to Barnes & Noble by certified mail addressed to Attention: Legal Department to 33 East 17th St., New York, New York 10003 or by email to legalnotices@bn.com. Barnes & Noble will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Barnes & Noble, including the email address associated with your Barnes & Noble account.

12.7 Class Action Waiver. Any such arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class-action waiver set forth in the preceding sentence is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration agreement set forth in this Section 12 shall be deemed void in its entirety and the parties shall be deemed to have not agreed to arbitrate Claims. Any such claims so released from arbitration must be resolved in accordance with Section 13.

12.8 Arbitration Fees. Except for Mass Arbitrations (as defined in Section 12.10), to the extent the initial-filing fee for the arbitration exceeds the initial-filing fee for a lawsuit, Barnes & Noble will pay the difference in fees. Unless otherwise prohibited by law, you and Barnes & Noble have 90 days from receipt of an arbitration-fee invoice to pay the invoiced arbitration fees.

12.9 Confidentiality. If you or Barnes & Noble submits a Claim to arbitration, you and Barnes & Noble agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade-secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Barnes & Noble agree to seek such protection before any such exchange.

12.10 Mass Arbitrations. If 25 or more Claimant Notices are received within 180 days of the first Claimant Notice by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in this Section 12. You or Barnes & Noble may advise the other if you or Barnes & Noble believe that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in a Mass Arbitration from the time a compliant Claimant Notice has been received by a party until this Section 12 permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this Section 12.10 will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select 20 individual arbitrations from the overall Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 12.10.

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations with the mediator’s fee paid by Barnes & Noble. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the AAA will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation does not yield a global resolution of all remaining Mass Arbitrations, the arbitration requirement in this Section 12 will no longer apply to Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 13.

If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the class sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

Courts will have authority to enforce the bellwether and mediation processes defined in this Section 12.10 and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

12.11 30-Day Right to Opt Out. You have the right to opt out of this Section 12 by sending written notice of your decision to opt out to the following address within 30 days of first agreeing to these Terms to Barnes & Noble, Attention: Legal Department to 33 East 17th St., New York, New York 10003. Such notice must include the name of each person opting out and contact information for each such person. If you send timely written notice containing the required information, then this Section 12 will not apply to you or Barnes & Noble. If you do not send such notice, you agree to be bound by this Section 12.

12.12 Enforcement. If any part of this Section 12 is held to be invalid or unenforceable, that part will no longer apply to the parties but all other parts of Section 12 will remain in effect unless otherwise provided in this Section 12. If Barnes & Noble does not enforce any provision of this Section 12, that will not be considered a waiver of Barnes & Noble’s rights. Any waiver of this Section 12 or these Terms must be obtained in a written document signed by an authorized representative of Barnes & Noble.

Except as otherwise provided in this Section 12, if a Claim does not proceed in arbitration, the class-action waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals in a single proceeding, except that you and Barnes & Noble may participate in a classwide, collective, and/or representative settlement of Claims.

13. VENUE.

If you reside in the United States, all Claims not subject to arbitration pursuant to Section 12 and that cannot be heard in small-claims court will be resolved exclusively in the courts located in New York County, New York, U.S.A.

You and Barnes & Noble waive any objection to venue in the courts identified in this Section 13.

14. ACKNOWLEDGEMENT.

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.

15. 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 February 10, 2025. Solely with the exception of Legacy Memberships, these Terms replace in full the previous Barnes & Noble Membership Terms and Conditions last modified May 15, 2024. 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.