Welcome to the BookQuest Authorized Seller Program (the "BookQuest Authorized Seller Program") brought to you by Barnes & Noble BookQuest LLC, a Delaware limited liability company ("BookQuest").
BookQuest provides a venue for third-party booksellers (each herein either "you" or "Authorized Seller") and buyers (each a "Customer") to negotiate and complete transactions for the sale of books merchandised and inventoried by the Authorized Seller.
BY REGISTERING FOR AND USING THE BOOKQUEST AUTHORIZED SELLER PROGRAM, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AUTHORIZED SELLER AGREEMENT (THIS "AGREEMENT").

Table of Contents
1. Eligibility.
2. Applicable Policies & Guidelines.
3. Licenses.
4. Transaction Fee and Other Financial Terms.
5. Certain Reservation of Rights.
6. Ability to Sell; Warranties to Customers.
7. Sales/Use Taxes.
8. Lawful Conduct; Disclosure to Third Parties.
9. Representation and Warranties.
10. Privacy.
11. Disclaimers.
12. General Release.
13. Limitation of Liability.
14. Applicable Law; Venue; No Class Action.
15. Termination; Survival.
16. General Provisions.
17. Changes to this Agreement.

1. ELIGIBILITY.
Use of the BookQuest Authorized Seller Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the BookQuest Authorized Seller Program.

2. APPLICABLE POLICIES & GUIDELINES.
You agree to abide by the Policies & Guidelines located at https://secure.barnesandnoble.com/sellerPolicies.asp, the terms of which are incorporated by reference into, and made part of, this Agreement. The Policies & Guidelines explain the processes and set out acceptable conduct and prohibited practices. BookQuest may change the Policies & Guidelines in the future, and such changes will be effective immediately upon posting.

3. LICENSES.
3.1 You hereby grant to each of BookQuest, its affiliates and licensee a nonexclusive, worldwide, transferable, royalty-free right to display and use the information, graphic, trademark, copyrighted work and other material and information contained in your listings in any existing or future media, known or unknown, now or at any later date (the "Listing"). Such right shall include, without limitation, (i) the right to provide to prospective and actual Customers the right to access and use the Listing via the BN.COM Website; and (ii) the right to display and use the Listing and any portion thereof in the promotion and advertisement of the BookQuest Authorized Seller Program.
3.2 BookQuest grants the Authorized Seller a limited, nonexclusive, revocable license to access and use the BookQuest Authorized Seller Program. BookQuest further grants the Authorized Seller a limited, nonexclusive and revocable right to create a hyperlink to https://secure.barnesandnoble.com/sellerPolicies.asp so long as the link does not portray BookQuest, its affiliates, or their respective products or services in a false, misleading, derogatory, or otherwise offensive matter. The foregoing licenses do not include any rights to:
- modify, download (other than page caching), reproduce, copy, or resell the BookQuest Authorized Seller Program or any portion or derivative thereof;
- copy or download any Authorized Seller's account information for the benefit of any third party;
- enable high volume, automated, electronic processes that apply to the BookQuest Authorized Seller Program or its systems;
- use any robot, spider, data miner, scraper or other automated means to access the BookQuest Authorized Seller Program or its systems for any purpose;
- interfere or attempt to interfere with the proper working of the BookQuest Authorized Seller Program;
- bypass any BookQuest measures used to prevent or restrict access to any portion of the BookQuest Authorized Seller Program;
- frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BookQuest;
- use BookQuest or its affiliates name, trademarks, services marks or logos in any meta tags or any other "hidden text;" or
- compile, repackage, disseminate or otherwise use data extracted from the BookQuest Authorized Seller Program.
The foregoing are expressly prohibited; the right to do any of the foregoing shall require BookQuest's express written consent (which may include a written agreement signed by an authorized representative of BookQuest).

4. TRANSACTION FEE AND OTHER FINANCIAL TERMS.
In consideration of the services provided by BookQuest hereunder, BookQuest shall be entitled to retain a transaction fee in the amount set forth in the Policies & Guidelines. See the Policies & Guidelines for Terms of Sale and other financial terms and conditions of the BookQuest Authorized Seller Program.

5. CERTAIN RESERVATION OF RIGHTS.
5.1 BookQuest retains the right to immediately halt any sale, prevent or restrict access to the BookQuest Authorized Seller Program, or take any other action to restrict access to (i) any Listing that contains objectionable material, as determined by BookQuest in its sole discretion, (ii) any inaccurate Listings, (iii) inappropriately categorized items, (iv) any unlawful items, or (v) any items that would otherwise violate the Policies & Guidelines.
5.2 BookQuest retains the right to offset from any amounts payable to an Authorized Seller or to seek reimbursement from such Authorized Seller if, in accordance with the Policies & Guidelines, BookQuest provides a refund or reimbursement to a Customer or if BookQuest receives a chargeback from a Customer's credit card issuer in connection with the purchase of the item described in such Authorized Seller's Listing.

6. ABILITY TO SELL; WARRANTIES TO CUSTOMERS.
Authorized Seller is obligated to sell to Customers who meet the Authorized Seller's terms contained in the Listing the listed item at the listed price. By listing a book for sale, Authorized Seller represents and warrants to each prospective Customer that Authorized Seller has the right and ability to sell such item, and that the information contained in the Listing is accurate, current, and complete and is not misleading or otherwise deceptive.

7. SALES/USE TAXES.
7.1 BookQuest is not a party to the transaction between Authorized Seller and any Customer.
7.2 Authorized Seller is responsible to determine whether sales or use taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. Authorized Seller acknowledges that BookQuest is not obligated to determine whether sales or use taxes apply to said transactions and is not responsible to collect, report, or remit any sales or use taxes arising from any transaction.
7.3 Authorized Seller shall indemnify and hold BookQuest, and its parent, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by BookQuest that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of BookQuest as a reseller of goods.

8. LAWFUL CONDUCT; DISCLOSURE TO THIRD PARTIES.
8.1 The BookQuest Authorized Seller Program may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name. You may not impersonate any participant or use another participant's password.
8.2 BookQuest reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect BookQuest's systems and customers, or to ensure the integrity and operation of BookQuest's business and systems, BookQuest may access and disclose any information it considers necessary or appropriate, including but not limited to Authorized Seller contact details, IP addressing and traffic information, usage history, and history of posted Listings.

9. REPRESENTATION AND WARRANTIES.
9.1 Authorized Seller represents and warrants to BookQuest that: (i) the Listing may be reproduced, used, displayed, and distributed as contemplated by this Agreement without violating or infringing the rights of any third party, and without obligating BookQuest to pay any additional fees to any party; (ii) Authorized Seller will obtain all rights, permissions and approvals from any third party (including but not limited to electronic reproduction rights) necessary for use of Listings in connection with the BookQuest Authorized Seller Program; (iii) the Authorized Seller's data (including without limitation the Listings) provided to the BookQuest Authorized Seller Program is accurate; and (iv) it owns or has the authority to sell all of the items displayed in its Listings and to convey free and clear title to such item upon consummation of a transaction with a Customer.
9.2 Authorized Seller further represents and warrants to BookQuest that the Listings does not contain any book that: (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or defamation; or (c) is counterfeited, illegal, stolen, deceptive or fraudulent.

10. PRIVACY.
Authorized Seller shall not use any information received via the BookQuest Authorized Seller Program, including Customer contact information, for the purposes of solicitation, advertising, spamming, harassment, invasion of privacy or otherwise objectionable conduct. Furthermore, Authorized Seller shall not use any information received via the BookQuest Authorized Seller Program, including Customer contact information, in a manner that would violate, or give BookQuest or its licensors liability under, any applicable law including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and any CAN-SPAM Act regulations.

11. DISCLAIMERS.
THE BOOKQUEST AUTHORIZED SELLER PROGRAM AND ANY SITE THROUGH WHICH THE BOOKQUEST AUTHORIZED SELLER PROGRAM IS MADE AVAILABLE ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. BOOKQUEST MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (II) THAT THE BOOKQUEST AUTHORIZED SELLER PROGRAM OR ANY SITE THROUGH WHICH THE BOOKQUEST AUTHORIZED SELLER PROGRAM IS MADE AVAILABLE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; (III) THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED VIA THE BOOKQUEST AUTHORIZED SELLER PROGRAM WILL BE AS REPRESENTED BY AUTHORIZED SELLERS, AVAILABLE FOR SALE, LAWFUL TO SELL, OR THAT AUTHORIZED SELLERS OR CUSTOMERS WILL PERFORM AS PROMISED; (IV) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (V) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOOKQUEST. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOOKQUEST DISCLAIMS ANY AND ALL SUCH WARRANTIES.

12. GENERAL RELEASE.
BECAUSE BOOKQUEST IS NOT A PARTY TO ANY TRANSACTION BETWEEN A CUSTOMER AND AN AUTHORIZED SELLER, IF A DISPUTE ARISES BETWEEN YOU AND ANY CUSTOMER, YOU HEREBY RELEASE BOOKQUEST (AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) FROM ANY CLAIM, DEMAND, AND DAMAGE OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OTHER THAN A MATERIAL BREACH BY BOOKQUEST OF THIS AGREEMENT.

13. LIMITATION OF LIABILITY.
13.1 BOOKQUEST WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY SITE THROUGH WHICH THE BOOKQUEST AUTHORIZED SELLER PROGRAM IS MADE AVAILABLE, THE BOOKQUEST AUTHORIZED SELLER PROGRAM, THE INABILITY TO USE THE BOOKQUEST AUTHORIZED SELLER PROGRAM, INCLUDING, WITHOUT LIMITATION, SAID DAMAGES RESULTING FROM ANY GOODS OR MESSAGES RECEIVED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE BOOKQUEST AUTHORIZED SELLER PROGRAM.
13.2 BOOKQUEST'S MAXIMUM LIABILITY TO AUTHORIZED SELLER IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) TEN THOUSAND DOLLARS (US $10,000) AND (B) THE TOTAL DOLLAR AMOUNT OF TRANSACTION FEES PAID TO BOOKQUEST BY SUCH AUTHORIZED SELLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION OR CLAIM GIVING RISE TO SUCH LIABILITY.

14. APPLICABLE LAW; VENUE; NO CLASS ACTION.
14.1 The BookQuest Authorized Seller Program is arranged, sponsored, and managed by BookQuest in the State of New York. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of law principles thereof.
14.2 Any action or claim (including claims for injunctive or other equitable relief) shall be exclusively adjudicated by a court of competent jurisdiction located in New York County, New York or in the United States county where the defendant is located (in the case of BookQuest, New York County, New York, and in the Authorized Seller's case either in the county of such Authorized Seller's principal place of business, or if such address is not located in the United States, then in New York County, New York).
14.3 Any controversy or claim arising under this Agreement, including any breach hereof, or the BookQuest Authorized Seller Program shall be litigated on an individual basis and shall not be consolidated with any claim or controversy of any other party. The foregoing shall not preclude BookQuest from seeking any injunctive relief in state, federal, or foreign courts for protection of BookQuest or its licensors' intellectual property rights.

15. TERMINATION; SURVIVAL.
15.1 The Seller may, in its sole discretion, terminate this Agreement without notice for any reason. The Seller is responsible for completing any and all transactions accepted prior to their termination of the agreement including shipment, customer service, and refund processing.
15.2 BookQuest may, in its sole discretion, terminate this Agreement, limit access to the BookQuest services, discontinue the BookQuest Authorized Seller Program, or cancel any open orders without notice for any reason.
15.3 The following sections shall survive termination of this Agreement: Section 2; Section 5.2; Section 7; Section 8.2; Sections 10 through 16.
15.4 Effect of Termination. In the event of termination for any reason (i) BookQuest shall disburse any funds owed to Authorized Seller no later than sixty (60) days of termination; and (ii) BookQuest shall use commercially reasonable efforts to cease using the Listings, but in any event no later than thirty (30) days following the effective date of such termination. Furthermore, Authorized Seller hereby authorizes BookQuest to charge the Authorized Seller's credit card for refunds payable to Customers (BookQuest shall provide Authorized Seller with a written invoice for any amounts so charged).

16. GENERAL PROVISIONS.
16.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
16.2 No Agency; Third-Party Beneficiary. BookQuest is not the agent, fiduciary, trustee, or other representative of Authorized Seller. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.
16.3 Severability. In the event that any provision of .this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided, that no such severability shall be effective if it materially and adversely changes the economic impact of this Agreement on any party.
16.4 No Waiver. BookQuest will not be considered to have waived any of our rights or remedies described in this Agreement unless the waiver is in writing and signed by BookQuest. No delay or omission by BookQuest in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. BookQuest's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of BookQuest's right to subsequently enforce such provision or any other provisions of this Agreement.
16.5 BookQuest Intellectual Property. Authorized Seller acknowledge and agree that (i) BookQuest's and its licensors' patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "BookQuest Intellectual Property") is and shall remain the sole property of BookQuest or its licensors, as the case may be and (ii) nothing in this Agreement shall confer in Authorized Seller any right of ownership or license rights in the BookQuest Intellectual Property. Authorized Seller shall not now or in the future contest the validity of the BookQuest Intellectual Property.

17. CHANGES TO THIS AGREEMENT.
BookQuest reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the BookQuest Authorized Seller Program including the Policies & Guidelines, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the BookQuest site. All notice of changes to this Agreement will be posted at https://secure.barnesandnoble.com/sellerPolicies.asp. Changes to referenced Policies & Guidelines may be posted without notice to you. YOUR CONTINUED USE OF THE BOOKQUEST AUTHORIZED SELLER PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY AMENDMENT OR MODIFICATION SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENT OR MODIFICATION. IF YOU DO NOT AGREE WITH ANY SUCH AMENDMENT OR MODIFICATION, YOU SHOULD EXERCISE YOUR RIGHT TO TERMINATE THIS AGREEMENT AND DISCONTINUE ANY FURTHER USE THE BOOKQUEST AUTHORIZED SELLER PROGRAM.

This Agreement was last modified in August 2005.


Congratulations, you have successfully activated your Barnes & Noble Authorized Seller Account. You are now ready to begin selling on Barnes & Noble.com. You may want to familiarize yourself with your Store Manager, which can be accessed from the link below. Your Store Manager contains the online tools that you need to manage your business on our site. Once there, we recommend that you bookmark the homepage so that you can return to it easily when checking orders or updating your inventory. When you’re ready to begin selling, you may either upload a file containing your inventory or add listings one at a time online. Both of these functions can be performed from the “Inventory” section of your Store Manager. If you have any questions at all, feel free to contact us using the information found by clicking the “Contact Us” link at the top of each page. Thank you for becoming a Barnes & Noble Authorized Seller. We look forward to working with you in the future.