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New Member Program Terms & Conditions
For a Membership Term Beginning June 6, 2011 or Later

These terms and conditions (this "Agreement") govern the Barnes & Noble new Member Program with respect to new Membership enrollments 6/6/2011 or later, or renewal Membership terms beginning 6/6/2011 or later. The Barnes & Noble Member Program is a joint loyalty program brought to you by Barnes & Noble Inc. and Barnesandnoble.com llc (collectively "we," "us," "our," "ours"). Purchase or use of any membership in the Barnes & Noble Member Program ("Membership") at any time subjects the purchaser or user ("you," "your," "yours," "Member") to the provisions of this Agreement, as amended from time to time.
Benefits

The Barnes & Noble Member Program entitles new Members enrolling in Membership 6/6/2011 or later, or current Members whose renewal Membership term begins 6/6/2011 or later, to the following benefits:

1. The following everyday discount (the "Everyday Member Discount") on eligible purchases made at Barnes & Noble, B. Dalton, and Bookstar retail stores ("Barnes & Noble Stores")
* 40% off the list price of the current hardcover Barnes & Noble Store Bestsellers. Applies to the 10 fiction hardcover bestsellers and 10 non-fiction hardcover bestsellers based on sales at Barnes & Noble Stores and designated by Barnes & Noble from time to time.
* 10% off the marked Barnes & Noble sale price of other eligible items. Does not apply to hardcover Barnes & Noble Store Bestsellers.
2. The following benefit on eligible purchases made at Barnes & Noble.com ("BN.com") and on ship-to-home orders placed at Barnes & Noble Stores.

Free Express Shipping. Applies to orders made at BN.com and on Ship-to-Home orders placed at Barnes & Noble Stores, shipped within the continental U.S. only. The following items are not eligible for Free Express Shipping: items purchased from third parties accessible from the BN.com website (e.g., used books, PC and video games, etc.) Gift Cards, Gift Certificates, Magazines, digital content (including but not limited to eBooks, digital magazines and periodicals), SparkNotes and Quamut PDF files, Audiobook MP3s, Barnes & Noble Memberships, unusually sized or overweight items, or any item not identified as eligible for free shipping. Orders shipped to P.O. Boxes and APOs, or to Alaska, Hawaii, Puerto Rico and U.S. Protectorates are not eligible for Express 3-Day shipping but will ship free.

We do our best to estimate delivery dates for your purchase. The total delivery time it will take for your BN.com order to arrive is a combination of shipping availability time and delivery time. The shipping availability time of products on BN.com tells you how quickly products are expected to be ready to leave our warehouses; this shipping availability is provided on the product detail page. The delivery time means 1-3 business days. For example, when an item is marked "Usually ships within 24 hours," this means the order will leave our warehouse within 24 hours and will arrive within 1-3 business days of leaving our warehouse. Orders containing pre-ordered items will not ship until ALL items are in stock.

Business Days are Monday through Friday, excluding holidays observed by the Post Office and UPS, such as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

Delivery times are not guaranteed. Sometimes the availability of the items in your order may change while we are processing your order. In this event, you will receive an email notifying you of a delay, and the remaining eligible items in your order will be shipped as scheduled.

3. The following discount on eligible purchases made at Barnes & Noble Stores, or at BN.com, or on ship-to-home orders placed at Barnes & Noble Stores.
* $25.00 off of new NOOK Color" or $10 off of any other new NOOK™ device. This discount is limited to one new device per Membership term ("NOOK™ Discount"). Certified Pre-Owned devices are not eligible for this discount.
4. Periodic special promotions at Barnes & Noble Stores and at BN.com.

Certain Conditions

(a) For the Everyday Member Discount, NOOK™ Discount, or other benefit to apply, the Membership account must be active and available at the time of purchase. Members will NOT be reimbursed retroactively for purchases made without an active and available Membership at the time of purchase.

(b) The Everyday Member Discount is only valid on eligible purchases at any Barnes & Noble Store. The Everyday Member Discount is not available on purchases of the following: products or services at BN.com; products or services at any Barnes & Noble College Bookstores or websites; Gift Cards; eGift Cards; digital content (including but not limited to eBooks, digital magazines and periodicals); NOOK™ related accessories; other hardware and electronics; software; downloadable audiobooks in MP3 or any other format; gift-wrapping fees; shipping and handling fees; or Membership fees (new or renewal).

(c) The NOOK™ Discount applies to the purchase of one (1) new NOOK Color" or any other one (1) new NOOK™ device purchased during a single Membership term, and may be purchased either at Barnes & Noble Stores or at BN.com or on ship-to-home orders placed at Barnes & Noble Stores. Additional purchases of NOOK Color" and NOOK™ made during a Membership term will not receive the NOOK™ Discount.

(d) The Everyday Member Discount and NOOK™ Discount will be applied after all eligible discounts and deductions (e.g., non-Member discounts, seasonal sale discounts, etc.) are applied, except for coupons or where otherwise noted. Coupon discounts will be applied after the Member discount.

(e) The Everyday Member Discount and NOOK™ Discount cannot be used in conjunction with any coupons or with any corporate or prearranged group discounts, unless specifically stated. Such exclusion includes the following, without limitation: Educator discounts; employee discounts; corporate or institutional discounts.

(f) Memberships are for individual use only and are non-transferable. When used online at BN.com, a Member number may only be associated with one BN.com account.

(g) We expect Members to submit and maintain accurate and current user information in connection with their Memberships. Such information includes name, address, email address, and telephone number. Periodically we will utilize the National Change of Address (NCOA) system to update the mailing address of accounts in our database, through information provided by the United States Postal Service. 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 (iii) calling Member Services at 1-866-238-READ (Members located outside of the U.S. should call 201-559-3886). We cannot assume any liability for correspondence, mail or e-mail that is lost, delayed, or misdirected.

Membership Fee

The annual Membership fee is currently $25. Membership fees are subject to taxation in accordance with applicable federal or state law. The annual Membership fee of $25 does not include applicable taxes. We may change the Membership fee at any time, but changes will apply only to new and renewal Memberships.

Membership fees are not refundable. However, we will refund your Membership fee if you did not use your Membership to obtain an eligible discount or benefit and you cancel your Membership during the first thirty (30) days of your Membership term (new or renewal).
Term; Automatic Renewal; Billing

The Membership term is one year, beginning on the date of purchase. A Renewal or Au tomatic R enewal within a current Membership term extends the existing expiration date of the Membership by one year ; such renewal term begins the day after the current term ends. When an expired Membership is renewed, the new Membership term is one year, beginning on the date of renewal.

Each Membership will automatically renew (referred to as "Automatic Renewal Membership") each year for additional one-year periods that commence on the day after the previous term ends unless (i) you notify Member Services by telephone, at 1-866-238-READ, of your decision to opt out of Automatic Renewal Membership; (ii) you have elected to opt-out of Automatic Renewal Membership through an authenticated BN.com account, or (iii) your Membership is cancelled or we terminate your Membership.

Automatic Renewal Membership fees will be billed annually and automatically to the credit or debit card (other than a debit card that always requires a PIN) you provided when you enrolled in Membership or the form of payment we currently have on file for you, in the amount of the then current Membership fee, approximately one month prior to your Membership expiration date.

When you enroll in Membership in a Barnes & Noble Store and do not opt out of Automatic Renewal prior to your renewal date, or if you renew your Membership in a Barnes & Noble Store and your account shows that you have not opted out of Automatic Renewal, upon renewal, the then current Membership fee will be billed to: (i) the form of payment we currently have on file for you that was used to enroll in the Membership, (ii) the form of payment we currently have on file for you that you provided to us at the time of renewal, or when making a purchase with your Member card at BN.com, or (iii) the form of payment we currently have on file for you that you updated through an authenticated BN.com account, or by calling Member Services at 1-866-238-READ.

When you enroll in Membership online at BN.com, and you do not opt out of Automatic Renewal prior to your renewal date, or you renew your Membership online and you do not opt out of Automatic Renewal, upon renewal, the then current Membership fee will be billed to: (i) the form of payment we currently have on file for you that was active in your BN.com account at the time of the enrollment or the renewal, (ii) the form of payment we currently have on file for you that you provided to us when making a purchase with your Member card at BN.com, or (iii) the form of payment we currently have on file for you that you updated through an authenticated BN.com account or by calling Member Services at 1-866-238-READ.
Cancellation; Termination

(a) You have the right to cancel your Membership at any time. If you cancel your Membership, you will only be entitled to a full refund of your Membership fee if you did not use your Membership to obtain an eligible discount or benefit, and you cancel your Membership during the first thirty (30) days of your Membership term (new or renewal). No refunds will be available after such thirty (30) day period (unless we terminate the Barnes & Noble Member Program in its entirety; see subsection below regarding program termination). Subject to the foregoing, you may cancel your Membership by: (i) calling Member Services at 1-866-238-READ (Members located outside of the U.S. should call 201-559-3886), (ii) contacting us via email at [email protected], or (iii) presenting your Member card at the Customer Service desk, for Memberships (new or renewed) purchased at Barnes & Noble Stores.

(b) We may terminate your Membership, including any associated accounts, 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. In the event of any such termination, you will not be entitled to a refund of your Membership fee.

(c) We may terminate any or all of the benefits available under the Barnes & Noble Member Program at any time with or without notice. In the event of our termination of the Barnes & Noble Member Program, at our election, we will either maintain your Membership benefits until expiration of the Membership current term or refund each Member a pro rata portion of the Membership fee for the remaining portion of the current Membership term.
Member 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 at BN.com or you may obtain a copy by calling Member Services at 1-866-238-READ (Members located outside of the U.S. should call 201-559-3886).
Disclaimers; Limitation of Liability

USE OF THE BARNES & NOBLE MEMBER 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, INC., BARNESANDNOBLE.COM LLC, AND ALL OF THEIR 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 MEMBER PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE BARNES & NOBLE MEMBER 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 MEMBER 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 PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BARNES & NOBLE MEMBER 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 MEMBER PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR THE BARNES & NOBLE MEMBER PROGRAM DATA; OR (iv) ANY OTHER MATTER RELATING TO THE BARNES & NOBLE MEMBER PROGRAM.

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.
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.
Binding Arbitration

Any controversy or claim arising out of or relating to this Agreement (including any breach thereof) or the Barnes & Noble Member Program shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated with any claim or controversy of any other party. The foregoing shall not preclude Barnes & Noble, Inc. or Barnesandnoble.com llc from seeking any injunctive relief in State or Federal courts for protection of their respective intellectual property rights (including such rights of their respective licensors).
Acknowledgement

This Agreement, including all documents referenced herein, represents the entire understanding between us and any user of the Barnes & Noble Member Program with respect to the Barnes & Noble Member 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 Member Program is deemed to have accepted the terms and conditions of this Agreement.
Changes to This Agreement

We may change the terms of this Agreement at any time without notice or liability by posting a revised Agreement on the Member Program website located at BN. COM/membership. Any change shall take effect immediately, unless otherwise provided. You may view the current version of this Agreement at any time online at BN. COM/membership. You may also obtain a copy at any Barnes & Noble Store or by calling Member Services at 1-866-238-READ (Members located outside of the U.S. should call 201-559-3886).

This Agreement was last modified on June 6, 2011.