Terms and Conditions of Use

1. LICENSES AND RESTRICTIONS

1.1 Licenses. Barnes & Noble grants the User a limited, nonexclusive, revocable license to access and make personal, non-commercial use (unless User has a business relationship with Barnes & Noble documented in a separate agreement) of the Barnes & Noble Services, its Content (as that term is defined in Section 3 below. Additional terms and conditions apply to User Created Content, as that term is defined in Section 11 below. Barnes & Noble further grants the User a limited, nonexclusive and revocable right to create a hyperlink to the Barnes & Noble Services so long as the link does not portray Barnes & Noble, its subsidiaries, and affiliates, or their respective products or services in a false, misleading, derogatory, or otherwise offensive matter.

1.2 Restrictions. The licenses in Section 1.1 do not include any rights to:

• (a) modify, download (other than page caching), reproduce, copy, or resell the Barnes & Noble Services, the Content or any portion or derivative thereof;
• (b) commercially use the Barnes & Noble Services, the Content or any portion derivative thereof (unless User has a business relationship with Barnes & Noble, in which case such commercial use will be governed by the terms applicable to such business relationship);
• (c) copy or download any User’s account or profile information for the benefit of any third party;
• (d) enable high volume, automated, electronic processes that apply to the Barnes & Noble Services or its systems, the Content or any portion or derivative thereof;
• (e) use any robot, spider, data miner, crawler, scraper or other automated means to access or index the Barnes & Noble Services or its systems, the Content or any portion or derivative thereof for any purpose;
• (f) interfere or attempt to interfere with the proper working of the Barnes & Noble Services;
• (g) bypass any measures used by Barnes & Noble to prevent or restrict access to any portion of the Barnes & Noble Services, the Content or any portion or derivative thereof;
• (h) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Barnes & Noble;
• (i) use Barnes & Noble’s name, trademarks, services marks or logos in any meta tags or any other “hidden text”; or
• (j) compile, repackage, disseminate or otherwise use data extracted from the Barnes & Noble Services.
• The foregoing are expressly prohibited and the right to do any of the foregoing shall require Barnes & Noble’s express written consent (which may include a written agreement signed by an authorized representative of Barnes & Noble). Any unauthorized use of the Barnes & Noble Services, the Content or any portion or derivative thereof shall terminate any license or permission granted by Barnes & Noble.

2. TRADEMARKS

Barnes & Noble, or its parent, subsidiaries, or affiliates, or third parties from whom Barnes & Noble has permission, own the trademarks or service marks that are used on the Barnes & Noble Services. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of Barnes & Noble and its licensors may not be used without prior written consent of Barnes & Noble or its licensor, as the case may be. Without limiting the foregoing, no Barnes & Noble trademark or trade dress may be used in connection with any product or service that is not Barnes & Noble’s, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits Barnes & Noble. To review a list of Barnes & Noble’s Trademarks, click here.

3. CONTENT

3.1 Proprietary Rights. User acknowledges that the Barnes & Noble Services contain certain content (such as text, graphics, photographs, video, audio, code, and other data or information relating to any subject) (“Content”), that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is or may be copyrighted as a collective work under the U.S. copyright laws, and Barnes & Noble owns a copyright in the selection, coordination, arrangement, and enhancement of such Content on the Barnes & Noble Services. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any such Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other property right. In addition to the foregoing, use of any software Content shall be governed by these terms and any software license agreement accompanying such software.

3.2 Third-Party Content. Barnes & Noble is a distributor and not a publisher of Content supplied by third parties and Users. Barnes & Noble has no editorial control over such Content. Barnes & Noble is not obligated to review Content, including User Created Content, as that term is defined in Section 11 below. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content, including User Created Content, expressed or made available by third parties, including any other User, are those of the respective authors or distributors and not of Barnes & Noble or any Barnes & Noble Provider, unless expressly stated otherwise. Neither Barnes & Noble nor any Barnes & Noble Provider makes any representation, warranty or guarantee on the accuracy, completeness, or usefulness of any third-party Content unless otherwise expressly stated. In many instances, the Content, including User Created Content, available through the Barnes & Noble Services represents the opinions and judgments of the third party that provides such Content. Under no circumstance shall either Barnes & Noble or any Barnes & Noble.com Provider be liable for any loss, damage or harm caused by a User’s reliance on information obtained through the Barnes & Noble Services. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of the information, opinion, advice, or Content, including User Created Content, available through the Barnes & Noble Services.

4. PRICES

4.1 Prices. The price for an item on the Barnes & Noble Services may differ from the price shown in a User’s shopping cart and it is possible that such price may increase or decrease between the time the item is placed in a shopping cart and the time that the purchase is actually made. On rare occasions, an item may be priced incorrectly on the Barnes & Noble Services. If the price for the item on the Barnes & Noble Services is incorrect and is actually higher than the price provided at the time of purchase, then, at the sole discretion of Barnes & Noble, Barnes & Noble may either (a) contact the User for instructions before shipping the item or charging the User for such item; (b) cancel the order for such item and notify the User of such cancellation; or (c) ship the item at the incorrect price to the benefit of the User.

4.2 Notice. Please note that this policy regarding prices applies only to items sold and shipped by Barnes & Noble. Any purchases from any third-party sellers on the Barnes & Noble Services may be subject to different policies in the event of an incorrectly priced item.

5. RISK OF LOSS

The risk of loss and title for all items purchased via the Barnes & Noble Services pass to the User upon delivery of the item to the carrier.

6. PRODUCT DESCRIPTION

The items offered for sale on the Barnes & Noble Services contain descriptions that are provided directly by the publisher, manufacturer, developer or distributor of such item. Barnes & Noble does not represent or warrant that the descriptions of such items are accurate or complete. IF A USER PURCHASES AN ITEM FROM BARNES & NOBLE THAT IS NOT AS DESCRIBED IN THE BARNES & NOBLE SERVICES, THE USER’S SOLE AND EXCLUSIVE REMEDY IS TO RETURN SUCH ITEM IN AN UNUSED CONDITION FOR A REFUND OF THE PURCHASE PRICE.

7. AGE OF USERS

Our products and services are marketed for and directed towards purchase by adults or with the consent of adults. Individuals under the age of 18 (‘Minors’) are not permitted to use Barnes & Noble websites without the supervision of a parent or legal guardian. Furthermore, we do not knowingly collect or solicit personal information from children under the age of 16 or knowingly allow such persons to register for an online account or to post personal information on our websites. Should we learn that someone under the age of 16 has provided any personal information to or on any of the Barnes & Noble websites, we will remove that information as soon as possible.

8. TERMINATION OF USAGE

8.1 Termination Rights. Barnes & Noble may issue a warning, temporarily suspend, indefinitely suspend or terminate any User’s right to use or access all or any part of the Barnes & Noble Services including any account thereon, without notice, for any reason in Barnes & Noble’s sole discretion, including, without limitation, violation of the Terms of Use, Barnes & Noble’s belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, Barnes & Noble, any Barnes & Noble.com Provider or another User.

8.2 Restricted Users. In certain cases, in Barnes & Noble’s sole discretion, Barnes & Noble may provide written notice (a “Restriction Notice”) to a User (a “Restricted User”) to inform such Restricted User that (i) his or her right to use or access any part of the Barnes & Noble Services has been terminated, including the right to use, access or create any account thereon; (ii) that Barnes & Noble refuses to provide any services to such Restricted User; and (iii) any subsequent orders placed by a Restricted User will be subject to cancellation. Other conditions may apply and shall be set forth in the Restriction Notice.

9. INDEMNITY

User agrees to indemnify, defend and hold Barnes & Noble (and its affiliates, employees, contractors, agents, suppliers and partners) and each Barnes & Noble Provider harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including reasonable attorneys' fees, brought by any third party due to or arising out of (i) such User’s use of the Barnes & Noble Services, (ii) any alleged breach or violation of the Terms of Use or (iii) such User’s violation of any law or the rights of a third party. Barnes & Noble reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which such User is required to indemnify Barnes & Noble, and User agrees to cooperate with Barnes & Noble’s defense of such matter. This defense and indemnification obligation is intended to extend to the fullest extent permitted by law and will survive the Terms of Use and your use of the Barnes & Noble Services.

10. PASSWORD AND ACCOUNT SECURITY

10.1 Account Password. Every User that has an account for the Barnes & Noble Services is responsible for (i) keeping his or her account password confidential and secured; (ii) avoiding unauthorized access to such User’s computer or other devices; and (iii) keeping the contact information associated with that account current. User acknowledges that it is necessary to keep the e-mail address associated with his or her account current because although the User may be able to log into his or her Barnes & Noble account using an old e-mail address, such User will not receive messages from Barnes & Noble about his or her orders and inquiries or other matters.

10.2 Account Security. User accepts full responsibility for all activities that occur within such User’s Barnes & Noble account or within the Barnes & Noble Services interactive community, whether or not authorized by the User.

11. INTERACTIVE COMMUNITY

11.1 Interactive Community Users. The Barnes & Noble Services offer numerous opportunities for interactive activities, which enable Users to communicate with each other directly, or which enable Users to post information and other material that will be visible to other Users of those services (“Interactive Community”). This Section 11, Interactive Community, applies to the activities of persons who are using the interactive features within the Barnes & Noble Services (“Interactive Community Users”). The scope of these features may change from time to time, with or without notice. You are using Interactive Community features if you post a review or blog entry, create a list, create a profile, submit any other User Created Content, as defined below, or otherwise participate in any interactive feature.

11.2 Interactive Community Services. Interactive Community features may be used only for lawful purposes in accordance with these Terms of Use. If you are using any Barnes & Noble Services Interactive Community features, and post, publish or communicate any information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material on or through the Interactive Community features, please choose carefully the information that you post and/or provide to other Users (“User Created Content”). User is prohibited from posting on or transmitting through the Barnes & Noble Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Barnes & Noble reserves the right, in its sole discretion, to reject, refuse to post or remove any posting or other User Created Content (including private messages) by you, or to deny, restrict, suspend, or terminate access to all or any part of the Interactive Community features at any time, for any or no reason, with or without prior notice or explanation, and without liability.

11.3 Right to Remove Profile or Terminate Access. Barnes & Noble reserves the right, in its sole discretion, to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Interactive Community features for any reason.

11.4 Misuse of Interactive Community Services. If you become aware of misuse of the Interactive Community features, including any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violates any applicable law, please activate the “Flag” feature on the page in question.

11.5 User Created Content.

• (a) Notwithstanding the foregoing, Barnes & Noble assumes no responsibility for ongoing monitoring of the Barnes & Noble Services or for removal or editing of any User Created Content, even after receiving notice. Barnes & Noble assumes no liability for any action or inaction with respect to conduct, communication, or User Created Content within the Interactive Community. You are responsible for your interactions with other Users.
• (b) You may not post User Created Content that: involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”; contains restricted or password only access pages or hidden page or images (those not linked to or not otherwise from another accessible page); solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph or video of another person that you have posted without that person’s consent; circumvents or modifies, or attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying, any security technology or software that is part of the Barnes & Noble Services; involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; covers or obscures the banner advertisements on your personal profile page; involves any automated use of the Barnes & Noble Services, such as, but not limited to, using scripts to add friends or send comments or messages; interferes with, disrupts, or creates an undue burden on the Barnes & Noble Services or the networks or services connected to the Interactive Community services; impersonates or attempts to impersonate another Interactive Community User, person or entity; uses the account, username, or password of another Interactive Community User at any time or discloses your password to any third party or permits any third party to access your account; sells or otherwise transfers your profile; uses any information obtained from the Barnes & Noble Services in order to harass, abuse, or harm another person or entity, or attempting to do the same.
• (c) Interactive Community Users may upload to or otherwise submit to Barnes & Noble for distribution on the Barnes & Noble Services only (i) User Created Content that is not subject to any copyright or other proprietary rights restrictions; or (ii) User Created Content in which the owner or licensor has given express authorization for Barnes & Noble to distribute over the Internet. You may not upload, embed, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Any copyrighted or other proprietary User Created Content distributed with the consent of a copyright owner should contain a phrase such as “Copyright, owned by [name of owner]; used by permission.” Barnes & Noble is entitled to presume that all User Created Content conforms to the foregoing requirements. The unauthorized submission of copyrighted or other proprietary User Created Content is illegal and could subject the User to personal liability for damages in a civil suit as well as criminal prosecution. Interactive Community Users assume all liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from an unauthorized submission or submission of User Created Content. Barnes & Noble assumes no liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from any User Created Content.
• (d) By submitting User Created Content within the Interactive Community, Interactive Community Users automatically grant, or represent and warrant that the owner or authorized licensor of such User Created Content has expressly granted, Barnes & Noble, the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, publish, translate, sublicense, copy, modify, delete, enhance and distribute the User Created Content in whole or in part worldwide and/or to incorporate such User Created Content in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such User Created Content. Subject to this grant, the licensor of User Created Content submitted to Barnes & Noble retains any and all rights which may exist in such User Created Content.

12. NOTICES

User consents to electronic communications with Barnes & Noble, whether addressed to the e-mail address associated with such User’s Barnes & Noble account or posted on the Barnes & Noble Services. User acknowledges and agrees that any communication via e-mail or by postings on the Barnes & Noble Services satisfies any legal requirement that such communications be made in writing.

13. DISCLAIMERS AND LIMITATION OF LIABILITY

13.1 DISCLAIMER OF WARRANTIES.

• (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS PROVIDE THE BARNES & NOBLE SERVICES AND ANY BARNES & NOBLE ACCOUNT ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. THE USE OF THE BARNES & NOBLE SERVICES OR ANY BARNES & NOBLE ACCOUNT IS AT YOUR SOLE RISK. NEITHER WE NOR OUR SUPPLIERS, AFFILIATES OR LICENSORS (AS APPLICABLE) MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE BARNES & NOBLE SERVICES, ANY BARNES & NOBLE ACCOUNT OR THEIR USE WILL: (I) BE UNINTERRUPTED OR SECURE; (II) BE FREE OF DEFECTS, INACCURACIES OR ERRORS; OR (III) OTHERWISE MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, LACK OF HIDDEN OR LATENT DEFECTS, SECURITY, MERCHANTABILITY, SATISFACTORY QUALITY, QUIET ENJOYMENT AND NON-INFRINGEMENT OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.
• (b) BARNES & NOBLE IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY, USER CREATED CONTENT POSTED ON THE BARNES & NOBLE SERVICES OR THROUGH THE BARNES & NOBLE SERVICES. USER CREATED CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF BARNES & NOBLE. PROFILES AND THIRD PARTY APPLICATIONS CREATED AND POSTED BY USERS ON THE BARNES & NOBLE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES. BARNES & NOBLE IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES, AND SUCH WEBSITES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY BARNES & NOBLE. INCLUSION OF ANY LINKED WEBSITE ON THE BARNES & NOBLE SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE BY BARNES & NOBLE. WHEN YOU ACCESS THESE THIRD-PARTY SITES, YOU DO SO AT YOUR OWN RISK. BARNES & NOBLE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE BARNES & NOBLE SERVICES.
• (c) WE TAKE NO RESPONSIBILITY FOR THIRD-PARTY ADVERTISEMENTS OR THIRD-PARTY APPLICATIONS THAT ARE POSTED ON OR THROUGH OR MADE AVAILABLE ON THE BARNES & NOBLE SERVICES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT TAKE ANY RESPONSIBILITY FOR ANY GOODS OR SERVICES PROVIDED BY THIRD-PARTY ADVERTISERS ON THE BARNES & NOBLE SERVICES.

14. SEVERABILITY

The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. The failure of Barnes & Noble to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

15. APPLICABLE LAW

Applicable Law. The Barnes & Noble Services are created and controlled by Barnes & Noble in the State of New York. The laws of the State of New York will govern the Terms of Use, without giving effect to any principles of conflicts of laws.

16. DISPUTE RESOLUTION

PLEASE READ THIS SECTION 16 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 16 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 16.10 IF YOU WISH TO OPT OUT OF ARBITRATION ON AN INDIVIDUAL BASIS.

16.1 Claims Subject to this Section. This Section 16 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.

16.2 Required Informal Dispute Resolution. Except as permitted under Section 16.4, 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 16.2.

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 Attention: Legal Department to 33 East 17th St., New York, New York 10003 . 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.

You or Barnes & Noble cannot file a Claim in arbitration (or court in accordance with Section 16.4 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.

16.4 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 16.2 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.

16.5 Binding Individual Arbitration. Subject to the terms of this Section 16.5, a Claim not excluded under Section 16.4 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 16 (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 16.

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 Attention: Legal Department to 33 East 17th St., New York, New York 10003. 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.

16.6 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 16 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 17.

16.7 Arbitration Fees. Except for Mass Arbitrations (as defined in Section 16.9, 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.

16.8 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.

16.9 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 16. 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 16 permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this Section 16.9 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 16.9.

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.

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 16.9 and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

16.10 30-Day Right to Opt Out. You have the right to opt out of this Section 16 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 16 will not apply to you or Barnes & Noble. If you do not send such notice, you agree to be bound by this Section 16.

16.11 Enforcement. If any part of this Section 16 is held to be invalid or unenforceable, that part will no longer apply to the parties but all other parts of Section 16 will remain in effect unless otherwise provided in this Section 16. If Barnes & Noble does not enforce any provision of this Section 16, that will not be considered a waiver of Barnes & Noble's rights. Any waiver of this Section 16 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 16, 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.

17. VENUE

If you reside in the United States, all Claims not subject to arbitration pursuant to Section 16 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 17.

18. EXPORT

Any software distributed by Barnes & Noble is “commercial computer software” or “commercial computer software documentation.” The U.S. Government’s rights with respect to the Barnes & Noble Services are limited by these Terms and Conditions of Use, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable. User agrees that by installing, copying, or otherwise using the Barnes & Noble Services that: (i) User does not reside in a country subject to embargo or export controls by the U.S. Government; (ii) User is not on the List of Denied Persons as published by the U.S. government; and (iii) User will not use the Barnes & Noble Services for any illegal purpose. Because the Barnes & Noble Services, and related technical data are subject to U.S. export controls, User agrees that User shall not upload, export or “re-export” (transfer) the Barnes & Noble Services or any Content, including User Created Content, unless User has complied with all applicable U.S. export controls.

19. ADDITIONAL TERMS AND CONDITIONS

In addition to the policies and guidelines located throughout the Barnes & Noble Services, the following policies are incorporated into the Terms of Use:

• Copyright Policy: http://www.barnesandnoble.com/h/copyright-policy (also accessible via a link on the bottom of the Barnes & Noble.com Site pages)
• Privacy Policy: http://www.barnesandnoble.com/h/help/privacy-policy (also accessible via a link on the bottom of the Barnes & Noble.com Site pages)

20. ACKNOWLEDGMENT

The Terms of Use, including all documents referenced herein, represents the entire understanding between User and Barnes & Noble regarding User’s relationship with Barnes & Noble and supersedes any prior or contemporaneous statements or representations. Headings used in the Terms of Use are for reference only and shall not affect the meaning of any terms. As used in these Terms of Use, “including” means “including, without limitation.”

21. MODIFICATION

These terms were last revised on September 16, 2024. Click here to see a prior version of the Terms of Use.

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