BARNES & NOBLE, INC.
NEW YORK, NY

, a publicly traded company listed on the NYSE under the symbol "BKS." Barnes & Noble.com leverages the power of the Barnes & Noble brand to offer online customers the Web's premier destination for books, eBooks, magazines, toys & games, music, DVD and Blu-ray, and related products and services. Taking advantage of vast warehouses across the United States, we stock over 1 million titles for immediate delivery -- that's more titles than any other online bookseller. 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) of the Barnes & Noble.com Site and its contents, which includes Barnes & Noble Software. Additional terms and conditions apply to User Created Content, as that term is defined in Section XII below. Barnes & Noble further grants the User a limited, nonexclusive and revocable right to create a hyperlink to the Barnes & Noble.com Site 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. modify, download (other than page caching, reproduce, copy, or resell the Barnes & Noble.com Site, the Content or any portion or derivative thereof; commercially use the Barnes & Noble.com Site, the Content or any portion derivative thereof (unless User has a business relationship with Barnes & Noble); The foregoing are expressly prohibited; 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.com Site, the Content or any portion or derivative thereof shall terminate any license or permission granted by Barnes & Noble. 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.com Site. 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. 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 XII 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.com Provider, unless expressly stated otherwise. Neither Barnes & Noble nor any Barnes & Noble.com 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.com Site 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.com Site. 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.com Site. The price for an item on the Barnes & Noble.com Site 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.com Site. If the price for the item on the Barnes & Noble.com Site 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 (i) contact the User for instructions before shipping the item or charging the User for such item; (ii) cancel the order for such item and notify the User of such cancellation; or (iii) ship the item at the incorrect price to the benefit of the User. 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.com Site (e.g., sellers of products provided via Barnes & Noble BookQuest LLC) may be subject to different policies in the event of an incorrectly priced item. 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.com Site (e.g., sellers of products provided via Barnes & Noble BookQuest LLC) may be subject to different policies in the event of an incorrectly priced item. VII. PRODUCT DESCRIPTION The items offered for sale on the Barnes & Noble.com Site 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 ON THE BARNES & NOBLE.COM SITE, THE USER'S SOLE AND EXCLUSIVE REMEDY IS TO RETURN SUCH ITEM IN AN UNUSED CONDITION FOR A REFUND OF THE PURCHASE PRICE.