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EFFECTIVE DATE: April 01, 2025
TO SUBMIT A PRIVACY RIGHTS REQUEST WITH EXPEDITED IDENTIFICATION VERIFICATION, PLEASE CLICK ON OUR WEB FORM Here.
This Privacy Policy ("Policy") describes how Barnes & Noble Education, Inc., a Delaware corporation, our subsidiaries, including Barnes & Noble College Booksellers, LLC and MBS Textbook Exchange, LLC, and affiliates (collectively, "BNED", "we", "us", "our"), collect, use and disclose your personal information, and the choices you can make regarding your privacy rights.
This Policy applies: (i) to our websites, social media accounts, and on any mobile applications or digital platforms where this Policy is posted; (ii) in person, in our stores, or when you interact with us at events; (iii) through our customer service channels; and (iv) in other online and offline interactions with you (collectively, our "Services"), except where a different BNED privacy policy is posted in compliance with applicable law and/or our contractual obligations.
(i) information about our employees, contractors, agents, and job applicants;
(ii) education records received from institution where BNC is designated as a "school official" with "legitimate educational interests" in the "education records" provided by an institution as each such term is defined under the applicable provisions of the Family Education Rights and Privacy Act, 20 U.S.C. ç 1232g and its implementing regulations; or
(iii) the practices of companies we do not own or control. For more information about how these companies process your personal information, or to exercise your privacy rights with respect to personal information held by such companies, please visit each company's posted privacy policy.
If you are a resident of California, please find additional information about your rights under the California Consumer Privacy Act, as amended, in the California and Other Region Specific Disclosures section.
BNED is headquartered at 120 Mountain View Blvd., Basking Ridge, New Jersey 07920 in the United States ("U.S."). The Services are intended for use by residents of North America, including the United States, Canada, and Mexico, in accordance with applicable law, and the applicable Terms of Use. This Policy applies to all personal information collected by us and includes any cross-border data transfers.
Any personal information we collect about you may be transferred to the U.S. or to other countries by us or our Service Providers (as defined below). If your information is transferred outside the U.S., we work to ensure that such transfers comply with applicable laws, including providing adequate protection through contractual clauses or other mechanisms. By using our Services, you acknowledge the terms of this Policy and the collection, use, maintenance, transfer to and processing of your personal information in the U.S. and in other countries or territories.
Information You Provide. While registration with us is optional, please keep in mind that you will not be able to use certain features of our Services unless you register for an account.
Depending on how you interact with our Services, you may provide us, our agents, our customers, BNED's service providers, such Fanatics Retail Group Fulfillment, LLC, Inc. ("Fanatics") and Fanatics Lids College, Inc. D/B/A "Lids" ("Lids"), our licensees, and other third parties who perform services on our behalf under written contract (collectively, "Service Providers") with the following personal information:
You must maintain the confidentiality of your account access information and are responsible for controlling access to your account. If you ever use a public computer to visit your account, we strongly encourage you to log out at the conclusion of your session. BNED does not store your payment card information unless you choose to include it in your account.
Information Collected Automatically. We and our Service Providers may automatically collect certain information when you use our Services, including by automatically receiving or collecting certain information, which may include your:
Information From Other Sources. We may also collect personal information about you from our affiliates that have shared management or ownership with us, as well as external sources, including your friends, our Service Providers, our customers, including applicable educational institution(s), and other third parties that provide information to us, including advertising networks, government sources or publicly available information. For students, this information may include your identification number and other information available through your institutions' student information system(s) and/or learning management system(s), including without limitation name, email, campus or other location, financial aid, term, course enrollment and courses.
We may use the personal information we collect for various purposes, including to:
We may disclose your personal information to:
BNED engages in business-to-business interactions, so our personnel interact with the personnel of our customers and Service Providers. We collect limited information about such individuals, primarily consisting of name, basic contact information and professional or employment-related information, which we use to facilitate our business-to-business relationships.
Please note that any links to external services are provided for your convenience only. Since this Policy does not apply to the practices of companies that we do not own or control, if you wish to learn more about the privacy practices of any external services or certain vendors or Service Providers, we encourage you to review their privacy policies directly.
When it comes to your personal information, you have options, and we want to make sure you are informed of your choices.
Your Communication and Marketing Preferences. You may opt out of commercial messages by clicking on the "opt out" or "unsubscribe" link provided at the bottom of each email we send. These preferences do not apply to transactional communications, such as those that are related to your registration with us, required or important notices related to your use of our Services, or the fulfillment of a specific transaction.
Access, Update, or Correct Your Information If you have an account on our Services, you may access, update, and/or correct the information you provide to us at any time by accessing your account settings.
Choices Regarding Tracking Technologies
If you disable or remove these Tracking Technologies, some functionality on our Services may not be available nor function properly. If you use more than one browser or device, we recommend you make these choices in each browser or device to ensure your preferences are accounted for properly.
Please be aware that, even if you are able to opt out of certain kinds of Interest-based Advertising, you may continue to receive other types of ads. Opting out only means that those participating members should no longer deliver certain interest-based advertising to you, but does not mean you will no longer receive targeted content or ads from other ad networks.
In addition, we may serve ads on external services that are targeted to reach people on those services that are also identified on one of more of our databases ("Matched List Ads"). This is done by using Tracking Technologies, or by matching common factors between our databases and the databases of third-party services. We are not responsible for these external services, including without limitation their data security. We are not responsible for their failure to comply with your or our opt-out instructions as they may not give us notice of opt-outs to our ads that you give to them, and they may change their options without notice to us or you.
BNED may implement Google's Invisible reCAPTCHA technology on our Services in order to reduce spam and prevent abuse of our Services. Your use of the Invisible reCAPTCHA is subject to the Google Privacy Policy and Google Terms of Service.
Our Services may permit you to post or submit User Generated Content ("UGC") including, without limitation, written content, user profiles, audio or visual recordings, computer graphics, pictures, data, or other content, including personal information. If you choose to submit UGC to any public area of our Services, your UGC will be considered "public" and will be accessible by anyone, including BNED. Notwithstanding anything to the contrary, unless otherwise explicitly agreed by us, personal information included in UGC is not subject to our usage or sharing limitations, or other obligations, and may be used and shared by BNED and other parties. We encourage you to exercise caution when making decisions about what you disclose in such public areas. For more information on how UGC is treated under the applicable Terms of Use.
Children under the age of 16 are not eligible to use our Services and must not submit any personal information to us. Our Services are not intended for children under the age of 16 and we do not knowingly collect personal information from children under the age of 16. If we become aware that we have obtained personal information from a child under the age of 16, we will delete such information in accordance with applicable law.
We may offer sweepstakes, contests, and promotions (each, a "Promotion"), including any Promotion jointly or solely sponsored or offered by other parties, which may require submitting your personal information to such other parties. If you voluntarily choose to enter a Promotion, your personal information may be disclosed to BNED, Promotion co-sponsors or administrators, Service Providers, and other parties, including for administrative purposes and as required by law, e.g., on a winners list. By entering, you are agreeing to the official rules that govern that Promotion, which may include consent to additional or differing privacy practices from those contained in this Policy. Please review those official rules carefully.
We take steps to help protect your personal information. We maintain appropriate administrative, technical, and physical safeguards designed to help protect personal information collected or received through our Services. Additionally, we limit access to personal information to employees and authorized parties who need to access that information to operate, develop, or improve our Services. Although we use reasonable efforts to safeguard personal information, transmission via the Internet is not completely secure and we cannot guarantee the security of your personal information collected through our Services.
Except as otherwise permitted or required by applicable law or regulation, we will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, as required to satisfy any legal obligations, or as necessary to resolve disputes. To determine the appropriate retention period for personal information, we consider applicable legal requirements, the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes we process your personal information for, and whether we can achieve those purposes through other means. We will maintain certain types of personal information for a limited duration.
If you live in California or certain other states in the U.S. that have enacted applicable consumer privacy laws (collectively, the "Applicable Law"), you may have certain rights regarding the processing of your personal information. For the purpose of this notice, personal Information applies to "Personal Information" and "Personal Data" as defined by Applicable Law.
This information supplements other sections of this Policy and provides additional information for residents of certain states in accordance with the requirements of Applicable Law. Information provided here details our Personal Information processing practices in the previous twelve months and our current Personal Information collection practices. This section should be viewed in conjunction with the other portions of this Policy. For example, we have described the Personal Information we collect, the sources from which we collect Personal Information, our purposes for that collection, and how we disclosed Personal Information in this Policy.
We collect the categories of Personal Information about California residents that are indicated in the chart below. Note that the specific pieces of Personal Information we collect about you may vary depending on the nature of your interactions with us and may not include all of the examples listed.
The disclosures in the chart below also apply to residents in other U.S. states that have enacted Applicable Laws.
| Category of PI | Purposes for Collection, Use, and Disclosure |
|---|---|
| Identifiers such as name, email address, postal address, phone number, date of birth, school identifier, government issued identifier, IP address or other similar identifiers |
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| Personal Information as described in Section 1798.80(e) of the California Civil Code such as a phone number and bank account number |
|
| Commercial Information such as purchase history |
|
| Geolocation |
|
| Internet or Other Electronic Network Activity Information such as IP address, mobile network provider, and other related information |
|
| Inferences drawn from personal information collected to generate information about your likely preferences |
|
| Sensitive Personal Information, specifically: Account Access Credentials, such as your account username and password. |
|
Sources of Personal Information
We collect Personal Information from:
Categories of Recipients of Personal Information
We may disclose each category of Personal Information and sensitive Personal Information, described herein, to these categories of recipients:
Selling and Sharing of Personal Information
We may sell and/or share with third parties for cross-context behavioral advertising the following categories of Personal Information:
We sell and/or share this Personal Information for advertising purposes to third parties. The third parties to whom this Personal Information was sold and/or shared are advertisers and analytics vendors. When we use the term sell, sold, or sale, we mean for valuable consideration and not monetary value.
We offer you the ability to opt-out of these sales and sharing as set forth herein.
We do not have actual knowledge that we sell or share the Personal Information of consumers under 18 years of age. You may have certain rights related to how we sell or share Personal Information.
The CCPA gives California consumers certain rights:
Right to Know
California consumers have the right to request more information about the following:
Right to Request Deletion of Personal Information
You may request that we delete your Personal Information that we have collected directly from you and are currently maintaining. Please note, however, that we may have a legal basis for retaining certain Personal Information under the CCPA, despite your request. Requests of this nature may be made no more than twice in a twelve-month period.
Right to Opt-out of the Sale and Sharing of Personal Information
We engage in sales and/or sharing via Tracking Technologies. You have the right to opt out of the sale and sharing of your Personal Information in the context of Tracking Technologies. To opt out of sale and sharing via Tracking Technologies, please click on the link in the footer of our Services pertaining to your data privacy choices.
You may also opt out of the sale and/or sharing of your Personal Information via Tracking Technologies through an opt-out preference signal. In order to process your request through an opt-out preference signal, you must use a browser supporting the preference signal. If you choose to use an opt-out preference signal, you will need to turn it on for each browser and each device you use.
Right to Correct Personal Information
You may request that we correct Personal Information that we maintain about you if you believe such Personal Information is inaccurate. We may request documentation from you in connection with your request. We will also require you (or your agent) to be verified before honoring your correction requests. Upon receipt of a verifiable request to correct inaccurate Personal Information, we will use commercially reasonable efforts to correct the information as you direct.
Right to Limit Use of Your Sensitive Personal Information
You may direct us to limit the use and disclosure of your sensitive Personal Information to uses/disclosures that are reasonably necessary to provide our goods and services, or as needed: to ensure security and integrity; to prevent fraud or illegal activity; for physical safety; for short-term, transient use, including for non-personalized advertising; to perform services on behalf of the business; and to verify or maintain the quality or safety of a service or device owned, manufactured, or controlled by us. To limit our use of your sensitive Personal Information, please click on our privacy portal HERE.
Right to Non-discrimination for the Exercise of Your Privacy Rights
We will not discriminate against you if you choose to exercise any of the privacy rights described herein.
Exercise CCPA Rights
You may submit CCPA-related requests to BNED for BNED-controlled sites via: email at CaliforniaPrivacy@bned.com, on our privacy portal HERE, or toll-free at 833-720-0427.
Please note that, if you submit privacy rights requests, we may ask you for specific information to help us confirm your identity prior to processing your request. Please follow any instructions provided and promptly respond to any follow-up inquiries so that we may confirm your identity and respond to your request. If you ask that we give you specific pieces of Personal Information or that we delete or correct certain types of Personal Information, we may apply heightened verification standards, which require additional proof of your identity.
Only you, or someone you authorize to act for you, may make a request related to your Personal Information. If you designate an authorized agent to make a request for you, you may still need to verify your identity directly with us before your request can be processed.
If we decline to fulfill your privacy rights request, we will tell you why, unless we are not legally permitted to do so.
In order to fully exercise your rights under the CCPA for each BNED-controlled site you use, please complete the BNED privacy portal webform from each browser, on each device, and on each such BNED-run website.
To exercise your privacy rights under the CCPA with respect to Personal Information held by our service providers, Fanatics and Lids, regarding your use of or transactions with a bookstore's apparel and/or spirit shop provided by Fanatics and/or Lids (or as similarly noted on an applicable bookstore site), please submit your request directly to Fanatics and Lids HERE.
California law permits customers in California to request certain details about how their Personal Information is shared with third parties, and in some cases our affiliates, if Personal Information is shared for those third parties' or our affiliates' own direct marketing purposes. We do not share Personal Information with third parties or our affiliates for those third parties' or affiliates' own direct marketing purposes. Californians may request information about our compliance with this law by contacting us at CaliforniaPrivacy@bned.com or by mailing:
Barnes & Noble College Booksellers, LLCAny such request must include your name and "California Shine the Light Privacy Rights Request" in the first line of the description and, if sent by mail, must include your street address, city, state, and zip code.
Please note that "Shine the Light" rights and CCPA rights are granted by different laws and must be exercised separately.
California residents under the age of 18 who have registered to use our Services, and who have posted content or information on or through our Services, can request that such information be removed by contacting us in the manner described in the "Contact Us" section below stating that they personally posted such content or information and detailing where the content or information is posted.
We will make a reasonably good faith effort to remove the content from prospective public view or anonymize it so the minor cannot be individually identified. However, this removal process cannot ensure complete or comprehensive deletion from the Internet. For instance, other parties may have republished the content or archived copies of it may be stored by search engines or other parties that we do not control.
Notice of Financial Incentive
By creating an account, signing up to receive our emails, or participating in other offers provided by BNED from time to time, you may be eligible, where indicated, for discounts, promotions, or similar incentive programs ("Programs"). The full terms and conditions of a Program will be set forth where the opportunity to sign up is offered. We collect identifiers, such as email addresses, phone numbers, and/or zip codes, that you provide to us when you sign up for a Program. The financial incentives that we offer are reasonably related to the value of the consumer's data. We have made a good faith estimate of the value of the consumers' data based on relevant expenses related to the collection and retention of consumers' Personal Information as part of each Program. You have the right to withdraw from a Program at any time, and you may do so by unsubscribing from our emails in the manner indicated in the emails, or otherwise discontinuing participation in the Program in the manner provided.
Your Rights Under Other Applicable Law
This section applies to consumers residing in certain U.S. states other than California. As used in this section, the term "Personal Information" includes "Personal Data" as defined by Applicable Laws. You can learn more about the Personal Information we process in the "Personal Information We Collect" section and the purpose for processing such Personal Information in the "How We Use Your Personal Information" section. You can also learn more about our disclosure of Personal Information and the categories of external parties we disclose Personal Information to in the "How We Disclose Your Personal Information" section. You can learn more about the purposes for which we process each category of personal information we collect in the "What Personal Information We Collect and Why We Collect It" subsection of the California and Other Region Specific Disclosures section above.
We also process your Personal Information for Targeted Advertising. You have the right to opt out of the processing of your Personal Information for Targeted Advertising, as described herein.
Subject to certain conditions and restrictions, which are set out in such Applicable Laws, you may have the following rights with regard to your Personal Information:
Right to Access and Data Portability
You have the right to confirm whether we are processing your Personal Information, to access your Personal Information, and to obtain a copy of your Personal Information in a portable format. Oregon and Delaware consumers may also request either a list of third parties or categories of third parties to which we disclosed Personal Information.
Right to Correct
You have the right to request that we correct inaccuracies in your Personal Information, taking into account the nature of the Personal Information and our purposes for processing it.
Right to Delete
You have the right to request that we delete certain Personal Information that we have collected from or obtained about you, subject to certain exemptions.
Right to Opt Out of Sales
We do not "sell" your Personal Information for money, but some of the ways we disclose your Personal Information may be considered "sales" under certain Applicable Laws. You have the right to opt-out of the "sale" of Personal Information, which may overlap with your right to opt out of Targeted Advertising. To opt out, please click on the link in the footer of our Services pertaining to your data privacy choices.
You may also opt out of the sale of your Personal Information via Tracking Technologies through an opt-out preference signal. In order to process your request through an opt-out preference signal, you must use a browser supporting the preference signal. If you choose to use an opt-out preference signal, you will need to turn it on for each browser and each device you use.
Right to Opt Out of Targeted Advertising
You may request that we stop disclosures of your Personal Information for Targeted Advertising by clicking on the link in the footer of our Services pertaining to your data privacy choices.
You may also opt out of Targeted Advertising via Tracking Technologies through an opt-out preference signal. In order to process your request through an opt-out preference signal, you must use a browser supporting the preference signal. If you choose to use an opt-out preference signal, you will need to turn it on for each browser and each device you use.
Right to Opt Out of Profiling
You have the right to opt out of our processing of Personal Information for the purposes of profiling. We do not process Personal Information for the purposes of profiling, and as such this right is not applicable.
Right to Appeal
If you are unsatisfied with our actions related to the exercise of one of your privacy rights described herein, you may appeal our decision.
Exercise Applicable Law Rights
Consumers may submit their requests under U.S. privacy laws HERE for BNED-run sites. Please note that, depending on the nature of your request, you may be asked to provide information to verify your identity before your request can be processed. We will respond to your request as soon as we reasonably can and no later than as legally required.
You may designate an authorized agent to make certain requests on your behalf, but you may still need to authenticate your identity directly with us before your request can be processed.
If you choose to exercise any of the privacy rights described herein, we will not deny our Services to you, charge you different prices, or provide a different level or quality of Services to you unless those differences are related to the value of your personal information. If we decline to fulfill your privacy rights request, we will tell you why, unless we are not legally permitted to do so.
Under Nevada privacy law, Nevada residents may opt out of the sale of certain "covered information" collected by operators of websites or online services. Currently, we do not "sell" covered information as defined by the law. To be notified if we decide to sell covered information in the future, please email your name and email address to nevadaPrivacy@bned.com.
Please review this Policy for more information about our information collection and sharing practices. We may share your information as explained in this Policy, such as to enhance your experiences and our Services, and those activities will be unaffected by a Nevada opt-out request.
From time to time, we may amend this Policy. If we amend this Policy, we will post an updated date at the top of the Policy. Your continued use of our Services after any update will constitute your acceptance of the changes.
To the extent any provision of this Policy is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be severed to the extent necessary for the remainder of this Policy to be valid and enforceable.
If you have any questions or concerns about this Policy or if you wish to exercise your privacy rights, you may contact us:
Effective Date and Last Updated: January 14, 2020
Welcome to the U.S. e-commerce shops, digital platforms, websites, applications ("apps"), widgets, blogs, or other online offerings owned or operated by subsidiaries of Barnes & Noble Education, Inc., including Barnes & Noble College Booksellers, LLC; MBS Textbook Exchange, LLC; Student Brands, LLC; or any of their affiliates or subsidiary companies (collectively, "BNED"), including but not limited to bncollege.com; bartleby.com; mbsbooks.com, studymode.com, cram.com, paperrater.com, and all other online offerings (each a "Service" and collectively, the "Services") that post links to these Terms of Use. The Services include the online bookstores operated by BNED on behalf higher education and primary education institutions, as well as other online Services, resources, forums, contests or sweepstakes offered or operated by BNED.
Please review these Terms of Use carefully before using the Services. The Terms of Use govern each user's ("you" or "your") use of and/or access to the Services.
By using or accessing the Services, you acknowledge and agree that you have read, understood and agree to be bound by these Terms of Use. You also acknowledge that you have read and understood our data practices as described in the Privacy Policy applicable to the Services and Content you use.
These Terms of Use affect your legal rights, responsibilities and obligations, govern your use of the Services, are legally binding, limit BNED's liability to you, and require you to indemnify us and to settle certain disputes through individual arbitration. Please note that nothing in these Terms of Use affects your mandatory statutory rights under applicable law, to the extent that such rights apply to you and cannot be limited or excluded.
If you do not wish to be bound by these Terms of Use, and any applicable Additional Terms (defined below), you should not use or access the Services, and, where applicable, you should uninstall any Services downloads and applications.
In some instances, you may be subject to different or additional terms and conditions, policies and guidelines ("Additional Terms") that are applicable to certain parts of the Services. Those Additional Terms will be posted on the Services in connection with the relevant offering. In the event of a conflict between these Terms of Use and the Additional Terms, the Additional Terms shall control.
These Terms of Use and the Additional Terms are subject to change at any time, so we encourage you to periodically review all terms and conditions posted on the Services. If we make any material changes to these Terms of Use or the applicable Additional Terms, we will post the updated version(s), along with an effective date, and notify you by means of a notice on the Services. In the event that you have these Terms of Use cached on your browser, the Terms of Use that apply to you are the most recent version of the Terms of Use that appear on a non-cached browser.
If any changes to these Terms of Use or Additional Terms are not acceptable to you, you must stop your access to and/or use of the Services and, where applicable, uninstall any Services downloads and applications.
Ownership. The Services and all of its content (collectively, "Content"), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein ("Intellectual Property"), are owned or controlled by BNED, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Services is the property of BNED, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible. BNED owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Services.
Your Rights to Access and Use the Services and Content. Your right to access and use the Services and Content is subject to your strict compliance with these Terms of Use and the applicable Additional Terms. Your right to access and use the Services and the Content shall automatically terminate upon any violations of these Terms of Use. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advanced notice or liability. As your right to access and use the Services and the Content is personal to you, you may neither assign nor transfer your right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only (collectively, the following are the "Licensed Elements"):
Additional Terms for Usage Subscriptions. Purchases of usage subscriptions (e.g., credits, points, and/or virtual currency) or any virtual items made available on the Services are nonrefundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use those items only, even if such came with a durational term (e.g., a monthly subscription). Any attempt to transfer, assign or otherwise sell or trade such subscription, regardless of manner or method, is null and void. Suspension or termination thereof results in the forfeit of the suspended or terminated subscription or items, except as may be noted in the applicable Additional Terms. As permitted by law, we are not responsible for repairing or reissuing any credit or refund or any other sum, as a result of our modification of any usage subscriptions or virtual item, or for loss or damage due to error, or any other reason.
Additional Terms for Bartleby Tutor. One-time purchases of minutes to be used for real-time tutoring sessions offered through Bartleby Tutor must be used within ninety (90) days from the date of purchase. Any unused minutes thereafter are nonrefundable and cannot be redeemed for any credit or other value. Minutes purchased through subscriptions to Bartleby Tutor expire upon any cancellation of the Bartleby Tutor subscription; any unused minutes at the time of such cancellation cannot be refunded or otherwise be credited back to your account.
Rights of Others. In using the Services, you must respect the Intellectual Property and rights of others and BNED. Your unauthorized use of Content may violate the rights of others and applicable laws and may result in your civil and criminal liability. If you believe that your work has been infringed via the Services, see Section 5 below.
Reservation of all Rights Not Granted as to Services and Content. These Terms of Use and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Services and Content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY BNED AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Content or the Services for any purpose is prohibited.
Third-Party Services We are not responsible for third parties or their content, advertisement(s), apps or sites ("Third-Party Services"). For instance, portions of the Services may be integrated into or linked to third-party sites, platforms and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Services. This may include the ability to register or sign into our Services using third-party tools, and to post content on third-party sites and services using their plug-ins made available on our Services. Use caution when dealing with third parties and consult their terms of use and privacy policies. We take no responsibility for Third-party Services and will not be liable for any damages caused by your use or reliance on Third-Party Services. If you are accessing or using the Services through Apple, Android, or any other mobile operating system platform, these are Third-Party Services. If you access our apps via Apple, see below for Additional Terms that are applicable to you and are incorporated into the Terms of Use by this reference.
Terms applicable for Apple IOS.
User-Generated Content. BNED may now, or in the future, offer users of the Services the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Services, or on or in response to our pages or posts on any third-party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a sweepstakes or contest, or by otherwise sending it to us) (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding BNED Licensed Elements included therein, "User-Generated Content" or "UGC"). You may submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation and posting tools, subscription services, gameplay, social communities (including the Interactive Community (defined below), if applicable), contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms of Use and, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your UGC.
Interactive Community Rules. Some aspects of the Services may enable you to communicate with other users and post information and other material, including your own UGC, via an interactive community (the "Interactive Community"). You are using Interactive Community services if, for example, you view or participate in the Interactive Community, post a review, create a list, create a profile, submit any UGC, or otherwise participate in any interactive feature. Your use of the Interactive Community is subject to these Terms of Use and any applicable Additional Terms, as well as the following:
Creating an Account. Accounts may only be set up you (and if not you, by an authorized representative of the individual that is the subject of the account and who is of the age of majority). We do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Services. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your Device and for all activity under your account. Usernames and passwords must be personal and unique, not violate the rights of any person or entity, and not be offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us here of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.
Subscriptions; Rentals; Purchases; Taxes. In order to access certain features of the Services, you may be required to make a purchase or enter into a subscription. Moreover, some aspects of the Services may allow you to place orders for or rent products.
Services Use Restrictions. You agree that you will not: (i) use the Services for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any Intellectual Property; (iii) engage in any activities through or in connection with the Services that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to BNED; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services by any means whatsoever or modify any Services source or object code or any Software or other products, services, or processes accessible through any portion of the Services; (v) engage in any activity that interferes with a user's access to the Services or the proper operation of the Services, or otherwise causes harm to the Services, BNED, or other users of the Services; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Services or any feature that restricts or enforces limitations on use of or access to the Services, the Content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Services, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means; or (ix) otherwise violate these Terms of Use or any applicable Additional Terms.
Content Use Restrictions. You also agree that, in using the Services, you will: (i) not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Services by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) not frame or utilize framing techniques to enclose any the Content (including any images, text, or page layout); (iii) keep intact all trademark, copyright, and other Intellectual Property and other notices contained in the Content; (iv) not use the Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) not make any modifications to the Content (other than to the extent of your specifically permitted use of the BNED Licensed Elements, if applicable); (vi) not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any Third-Party Services, or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms of Use or any applicable Additional Terms, or with the prior written consent of an officer of BNED or, in the case of the Content from a licensor or owner of the Content; and (vii) not insert any code or product to manipulate the Content in any way that adversely affects any user experience or the Services.
Availability of Services and Content. BNED, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Services and/or Content (and any elements and features of them), in whole or in part, for any reason, in BNED's sole discretion, and without advance notice or liability.
Age of Users. Unless otherwise specifically noted in the features made available to you, the Services, Content and any products and services appearing or marketed on the Services are intended for and directed towards the purchase and use by adults (those aged 18 years or above) or by individuals 16 or older with the consent of adults. Individuals over the age of 16 and under the age of 18 years may only use the Services with the supervision of a parent or legal guardian and should review these Terms of Use with a parent or legal guardian to ensure that they understand them.
Internet Connectivity Charges. Internet connectivity is required to access the Services. Any access fees or charges applicable to your internet connectivity are solely your responsibility. Certain internet service providers, including wireless carriers, may charge fees for data connections based on the total amount of data you access. We are in no way responsible for the fees charged by or policies of internet service providers or others with whom you contract for such internet connectivity.
Wireless Features. The Services may offer certain features and services via your wireless Device. Features and services may include the ability to access the Services' features, upload content to the Services, receive messages from the Services, and download applications to your wireless Device (collectively, "Wireless Features"). You agree to receive communications we may send through Wireless Features for which you are registered. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Services for Wireless Features, then you agree to notify BNED of any changes to your wireless contact information (including phone number) and update your accounts on the Services to reflect the changes. If the Services includes push notifications or other mobile communication capability, you hereby approve of our delivery of electronic communications directly to your mobile Device. These notifications, including badge, alert or pop-up messages, may be delivered to your Device even when the Services is running in the background. You may have the ability, and it is your responsibility, to adjust the notifications you do, or do not, receive via your Device through your Device and/or app settings. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. Contact your carrier with questions regarding these issues.
Text and Email Messages.
Location-Based Features. If GPS, geo-location or other location-based features are enabled on your Device, you acknowledge that your Device location may be tracked and may be shared with others consistent with the Privacy Policy. Some Devices and platforms may allow disabling some, but not all, location-based features or managing such preferences. Typically, your proximity or connection to wi-fi, Bluetooth and other networks may still be tracked when location services are turned off on Device settings. You can terminate Device location tracking via a mobile app by us by uninstalling the application. Territory geo-filtering maybe required in connection with use of some Services features due, for instance, to Content territory restrictions. The location-based services offered in connection with BNED's mobile app(s) or feature(s) are for individual use only and should not be used or relied on in any situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or physical or property damage. Use location-based services at your own risk as location data may not be accurate.
DMCA Notification. If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act ("DMCA") to identify content or material posted on the Services that is infringing and that you would like removed from our Services, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us by following the instructions in this Section 5.
DMCA Requirements. We are committed to complying with U.S. copyright and related Intellectual Property laws. Our policy is to respond to notices of alleged infringement that comply with the DMCA. It is our policy to remove and discontinue service to repeat offenders. If you believe your copyrighted work has been copied and is accessible on the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in accordance with the requirements of the DMCA:
DMCA Counter-Notification. If access on the Services to a work that you submitted to BNED is disabled or the work is removed as a result of a DMCA copyright infringement notice, and you believe in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then you may send a "Counter-Notification" to the email address listed above. Your DMCA Counter-Notification should contain the following information:
Receipt of DMCA Counter-Notification. If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the address above that the party who sent us the DMCA copyright infringement notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Services. Upon our receipt of a Counter-Notification that satisfies the requirements of DMCA, we will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures regarding counter notification. All Counter-Notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act. In all events, you expressly agree that neither BNED nor any of its affiliates or their employees, officers, directors, or agents will be a party to any disputes or lawsuits regarding alleged copyright infringement. Please note you may be held liable for money damages if you materially misrepresent an activity is infringing your copyrights.
We strive to accurately describe our products or services offered on the Services; however, we do not warrant that such specifications, pricing, or other content on the Services is complete, accurate, reliable, current, or error-free. As permitted by applicable law, BNED shall have the right to refuse or cancel any orders in its sole discretion. Your orders are offers to purchase subject to our acceptance, which we may reject or cancel subject to refund. If we charged your credit or other account prior to rejection or cancellation, we will reissue credit to your account. Additional Terms may apply. If a product you purchased or accepted from BNED is not as described, as permitted by applicable law, your sole remedy is to return it, to cancel the purchase and receive a credit for the purchase price.
Termination by Us. We may, upon notice to you, issue a warning, temporarily suspend, indefinitely suspend, or terminate your account or your access to all or any part of the Services for any reason in our sole discretion. In certain cases, in our sole discretion, we may provide you with a written notice (a "Restriction Notice") to inform you: (i) your right to use or access any part of the Services has been terminated, including the right to use, access or create any account thereon; (ii) we refuse to provide any Services to you; and (iii) any subsequent orders placed by you will be subject to cancellation. Other conditions may apply and shall be set forth in the Restriction Notice.
For You to Terminate. You may terminate these Terms of Use by ceasing all use of the Services and deleting all Licensed Elements from your Device.
Effect of Termination or Suspension. Following termination (by us or by you) or suspension, you will not be permitted to use the Services. Any suspension or termination will not affect your obligations to BNED under these Terms of Use or any applicable Additional Terms. Upon suspension or termination of your access to the Services, or upon notice from BNED, all rights granted to you under these Terms of Use or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Services. The provisions of these Terms of Use and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to BNED in these Terms of Use, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
DISCLAIMER OF WARRANTIES AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BNED AND ITS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "BNED PARTIES") PROVIDE THE SERVICE, CONTENT, BNED LICENSED ELEMENTS, OR OTHER BNED PRODUCTS OR SERVICES ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. THE USE OF THE SERVICES IS AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BNED PARTIES (AS APPLICABLE) DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE SERVICES, CONTENT, LICENSED ELEMENTS, UGC OR OTHER BNED PRODUCTS OR SERVICES 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, BNED PARTIES 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. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT: (X) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY BARTLEBY PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY BARTLEBY PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (Y) BNED PARTIES' LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY BNED PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (Z) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST BNED PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.
EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BNED PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, OR DAMAGE TO REPUTATION OR GOODWILL OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR LOSSES ARISING FROM, RELATING TO OR CONNECTED WITH YOUR USE OF (OR INABILITY TO USE) THE SERVICES, CONTENT, LICENSED ELEMENTS, UGC OR OTHER BNED PRODUCTS OR SERVICES REGARDLESS OF THE CAUSE OF ACTION ON WHICH THE CLAIM IS BASED (INCLUDING NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, PRODUCT DEFECT OR MISREPRESENTATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY BNED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to the Services (including the Content and the UGC), including without limitation:
EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE BNED PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS OF USE, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID BNED IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A COURT OR TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY BNED OR A MANUFACTURER OF A PHYSICAL PRODUCT.
The liability limitations in this Section 8 are not intended to limit any express warranties from applicable product manufacturers of physical products sold via the Services, or any express warranties by BNED that are included in applicable Additional Terms.
APPLICABLE JURISDICTIONAL LIMITS. CERTAIN JURISDICTIONS, SUCH AS NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
ESSENTIAL PURPOSE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Services, the Content, your UGC, these Terms of Use, or any applicable Additional Terms, (collectively, "Dispute") shall be in New York, New York. Each party submits to personal jurisdiction and venue in New York, New York for any and all purposes.
Pre-Arbitration Notification. BNED and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that BNED need not do so in circumstances where its claims of Intellectual Property rights are concerned ("IP Disputes," with all other disputes referred to as "General Disputes"). The party making a claim - whether you or BNED - shall send a letter to the other side briefly summarizing the claim and the request for relief. If BNED is making a claim, the letter shall be sent, via email, to the email address listed in your BNED account, as applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 9(b). If you are making a claim, the letter shall be sent to: Barnes & Noble Education, 120 Mountain View Blvd., Basking Ridge, NJ 07920, Attn: Legal Department. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section 9. Either you or BNED, however, may seek provisional remedies (such as preliminary injunctive relief) subject to Section 9(d) before the expiration of this sixty (60)-day period.
Arbitration of Claims. Unless you give us notice of opt-out within five (5) business days of your first use of the Services, addressed to: Barnes & Noble Education, 120 Mountain View Blvd., Basking Ridge, NJ 07920, Attn: Legal Department, all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section 9, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in New York, New York, before a single arbitrator. If the matter in dispute is between BNED and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. We may have the right to pay the JAMS fees if required for arbitration to be enforceable. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates' lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator's award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms of Use waiving or limiting that relief) in a court of competent jurisdiction in New York, New York or, if sought by BNED, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section 9; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator's decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the Supreme Court, Civil Branch, New York County or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award. To the extent there are any challenges to the arbitrability of a claim, the arbitrator shall determine any and all such challenges.
Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, CONTENT, UGC, PRODUCT, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY BNED PARTY (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY BARTLEBY PARTY.
Governing Law. These Terms of Use and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against the BNED Parties or by BNED against you pursuant to this Section 9, or otherwise related to the Services, Content, Licensed Elements, UGC, products or BNED Intellectual Property, will be governed by, construed, and resolved in accordance with, the laws of the State of New York, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. This Section 9 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and BNED agree that we intend that this Section 9 satisfies the "writing" requirement of the Federal Arbitration Act. This Section 9 can only be amended by mutual agreement. Either party may seek enforcement of this Section 9 in any court of competent jurisdiction.
Class Action Waiver. As permitted by applicable law, both you and BNED waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 9 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.
Jury Waiver. AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 9(f).
Survival. The provisions of this Section 9 shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 9 shall remain in full force and effect notwithstanding any termination of your use of the Services or these Terms of Use.
BNED's Consent or Approval. As to any provision in these Terms of Use or any applicable Additional Terms that grants BNED a right of consent or approval or permits BNED to exercise a right in its "sole discretion," BNED may exercise that right in its sole and absolute discretion. No BNED consent or approval may be deemed to have been granted by BNED without being in writing and signed by an officer of BNED.
Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by BNED), indemnify, and hold the BNED Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any BNED Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your UGC; (ii) your use of the Services and your activities in connection with the Services; (iii) your breach or alleged breach of these Terms of Use or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in connection with the Services; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) the BNED Parties' use of the information that you submit to us (including your UGC) subject to our Privacy Policy (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by the BNED Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the BNED Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The BNED Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of BNED. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
Operation of Services; Availability of Products and Services; International Issues. BNED controls and operates the Services from the U.S., and makes no representation that the Services is appropriate or available for use beyond the U.S. If you use the Services from other locations, you are doing so on your own initiative and responsible for compliance with applicable laws regarding your online conduct and acceptable content, if and to the extent laws apply.
Export Controls. You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
Interpretation. Headings used in these Terms of Use are for reference only and shall not affect the meaning of any terms. "Including" means "including, without limitation." The singular includes the plural and vice versa. These Terms of Use, and the applicable Additional Terms, are binding upon each party and its successors and permitted assigns.
Entire Agreement. Except for any Additional Terms that apply to your use of the Services as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the Services, and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.
Severability. The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use is 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 that or any other jurisdiction.
Our Affiliates, Suppliers and Licensors. Our affiliates, suppliers, licensors and other BNED Parties are intended third-party beneficiaries of these Terms of Use.
No Waiver. Our failure or delay to exercise or enforce any right, remedy or provision of these Terms of Use or by law will not operate as a waiver of such or any other right, remedy or provision.
Notices. Where we need to send you notices under these Terms of Use or in connection with your use of the Services, you hereby consent to receive electronic notices from us, whether addressed to the email address associated with your account or another email address that you provide to us. To the maximum extent permitted by applicable law, you acknowledge and agree that any communication via email or by postings on the Services satisfies any legal requirement that such communications be made in writing. All legal notices to us must be sent to: Barnes & Noble Education, Inc., 120 Mountainview Blvd., Basking Ridge, NJ 07920, Attention: Legal Department.
Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms of Use, or the applicable Additional Terms, or any applicable laws or regulations because of any event beyond our reasonable control, including a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider or any other third party to perform, acts of war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, fire, flood, acts of god, strike, lock-out or other industrial disputes (whether or not involving our employees or those of our affiliates, suppliers or licensors) or legislative or administrative interference (including those giving rise to currency changes or otherwise affecting our ability to operate or provide the nook service, whether in whole or in part).
Changes to Services and Amendments to these Terms of Use. To the maximum extent permitted by applicable law, we may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Services, temporarily or permanently, in whole or in part, at any time with or without notice to you, and we will not be liable for doing so. We reserve the right from time to time to modify these Terms of Use in our sole discretion. Your use of the Services after any modification we make constitutes your acceptance of the most recent version of these Terms of Use as modified.
Assignment. These Terms of Use and all of your rights and obligations under it are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms of Use or any of our rights and obligations under it.
Contact Information. For help with the Services or if you have any questions regarding the Services or these Terms of Use, please contact CaliforniaPrivacy@BNED.com. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive these Terms of Use or the applicable Additional Terms.
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