Barnes & Noble Membership Program Terms & Conditions

These terms and conditions (this "Agreement") govern the Barnes & Noble Member Program. The Barnes & Noble Member Program is a loyalty program brought to you by Barnes & Noble Booksellers, Inc. ("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.

1. BENEFITS.

The Barnes & Noble Member Program entitles Members to the following benefits:

a. The following everyday discount (the "Everyday Member Discount") on eligible purchases made at stores owned or operated by Barnes & Noble ("Barnes & Noble Stores"), including Ship-to-Home orders placed at 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.

b. 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 Standard Shipping with no Minimum purchase. For additional details and exclusions, refer to BN.com/membershipping.

c. A special birthday offer delivered by email to the Member’s valid email address on or about the first day of the month of the Member’s birthday. Offer details subject to change without notice.

d. Periodic special promotions for Members at Barnes & Noble Stores and at BN.com.

2. CERTAIN CONDITIONS.

a) For the Everyday Member 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 products featured in certain designated promotions or sales, or 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; NOOK devices; digital content (including but not limited to eBooks, digital magazines and periodicals); NOOK accessories; other hardware and electronics; software; Rosetta Stone product; downloadable audiobooks in MP3 or any other format; gift-wrapping fees; shipping and handling fees; Membership fees (new or renewal); or any printing costs associated with the Barnes & Noble Print Books on Demand service.

c) Where applicable, the Everyday Member Discount will be applied after all other eligible discounts and deductions are applied, except for coupons or where otherwise stated. Coupon discounts will be applied after the Member discount.

d) The Everyday Member 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.

e) To receive the Membership birthday offer, delivered by email, Members must provide the month and day of their birthday, as well as a valid email address. Member will receive the birthday offer email each year, assuming the Membership is active as of the first day of the month of the Member’s birthday, when the birthday offer will be sent.

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) by contacting Member Services at service@bn.com. We cannot assume any liability for correspondence, mail or e-mail that is lost, delayed, or misdirected.

3. 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 the new or renewal Membership fee within thirty (30) days of the purchase date of the new or renewal Membership or the Automatic Renewal charge date of the Membership, i) if you did not use your Membership to obtain an eligible discount or benefit during the new or renewal Membership term or ii) if your Membership was renewed during your current Membership term and the renewal Membership term has not yet started.

4. TERM; AUTOMATIC RENEWAL; BILLING.

The Membership term is one year, beginning on the date of purchase, or the date of activation for a Gift Membership. A Renewal or Automatic Renewal 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 have elected to opt-out of Automatic Renewal Membership after your enrollment through your authenticated BN.com account, or by contacting Member Services and notifying them of your decision to opt out of Automatic Renewal Membership, (ii) you paid for your Membership with another form of payment, such as cash, in which case you were not opted in to Automatic Renewal Membership, (iii) your Membership was a Gift Membership for you purchased by another party and activated by you, in which case you were not opted in to Automatic Renewal Membership, or (iv) your Membership is cancelled or we terminate your Membership.

If you received a Membership as a Gift, you may elect Automatic Renewal Membership at any time by visiting a Barnes & Noble Store and opting in and providing a credit or debit card (other than a debit card that always requires a PIN) through your authenticated BN.com account.

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 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 Membership in a Barnes & Noble Store and your account shows that you have not opted out of Automatic Renewal, upon your next and subsequent renewals 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, (iii) the form of payment we currently have on file for you that you updated through your authenticated BN.com account, or by contacting Member Services, or (iv) 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 Membership fee.

When you enroll in Membership online at BN.com, and are enrolled in Automatic Renewal 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 your next and subsequent renewals, 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, (iii) the form of payment we currently have on file for you that you updated through an authenticated BN.com account or by contacting Member Services, or (iv) 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 Membership fee.

5. 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 new or renewal Membership fee within thirty (30) days of the purchase date of the new or renewal Membership or the Automatic Renewal charge date of the Membership, i) if you did not use your Membership to obtain an eligible discount or benefit during the new or renewal Membership term; or ii) if your Membership was renewed during your current Membership term and the renewal Membership term has not yet started. 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) contacting us at help.barnesandnoble.com, or (ii) 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.

6. 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/privacy or you may obtain a copy by contacting Member Services at service@bn.com.

7. 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 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 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.

8. 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.

9. 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 Booksellers, Inc. 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).

10. 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.

11. 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 contacting Member Services at service@bn.com.

This Agreement was last modified on October 16, 2019.