Site Terms of Service
1. Your relationship with Barnes & Noble
1.1 Your use of Barnes & Noble NOOK Developer web site (referred to as the "Site" in this document is subject to these NOOK Developer Site Terms and Conditions of Use in addition to the standard Barnes & Noble website Terms and Conditions of Use found here (referred to as the "Website Terms" in this document).
These terms are a legal agreement between you and Barnes & Noble. "Barnes & Noble" means Barnesandnoble.com LLC., with its place of business at 76 Ninth Avenue, New York, NY 10011, United States. This document explains how the agreement is made up, and sets out the terms of that agreement.
1.2 The Website Terms, together with these NOOK Developer Site Terms and Conditions of Use, form a legally binding agreement between you and Barnes & Noble in relation to your use of the Site. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
1.3 If there is any contradiction between the NOOK Developer Terms and the Website Terms, then the NOOK Developer Terms shall take precedence in relation to the Site.
2. Accepting the Terms
2.1 In order to use the Site, you must first agree to the Terms. You may not use the Site if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Barnes & Noble in the user interface for any Site; or
(B) by actually using the Site. In this case, you understand and agree that Barnes & Noble will treat your use of the Site as acceptance of the Terms from that point onwards.
2.3 You may not use the Site and may not accept the Terms if (a) you are not of legal age to form a binding contract with Barnes & Noble, or (b) you are a person barred from using the Site under the laws of the United States or other countries including the country in which you are resident or from which you use the Site.
3. Provision of the Site by Barnes & Noble
3.1 Barnes & Noble is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Site, which Barnes & Noble provides, may change from time to time without prior notice to you.
3.2 As part of this continuing innovation, you acknowledge and agree that Barnes & Noble may stop (permanently or temporarily) providing the Site (or any features within the Site) to you or to users generally at Barnes & Noble's sole discretion, without prior notice to you. You may stop using the Site at any time. You do not need to specifically inform Barnes & Noble when you stop using the Site.
3.3 You acknowledge and agree that if Barnes & Noble disables access to your account, you may be prevented from accessing the Site, your account details or any files or other content, which is contained in your account.
4. Use of the Site by you
4.1 In order to access the Site, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Site, or as part of your continued use of the Site. You agree that any registration information you give to Barnes & Noble will always be accurate, correct and up to date.
4.2 You agree to use the Site only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.3 You agree not to access (or attempt to access) any of the Site by any means other than through the interface that is provided by Barnes & Noble, unless you have been specifically allowed to do so in a separate agreement with Barnes & Noble. You specifically agree not to access (or attempt to access) any of the Site through any automated means (including use of scripts or web crawlers).
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Site).
4.5 You agree that you are solely responsible for (and that Barnes & Noble has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Barnes & Noble may suffer) of any such breach.
4.6 You understand that by using the Site you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Site at your own risk.
5. Your passwords and account security
5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Site.
5.2 Accordingly, you agree that you will be solely responsible to Barnes & Noble for all activities that occur under your account.
6. Privacy and your personal information
6.2 You agree to the use of your data in accordance with Barnes & Noble's privacy policies.
7. Proprietary rights
7.1 Subject to Section 9.1, you acknowledge and agree that Barnes & Noble (or Barnes & Noble's licensors) own all legal right, title and interest in and to the Site and all information contained therein (such as product information, specifications, FAQs,
blogs, forums, documentation, tools) (the "Content"), including any intellectual property rights which subsist in the Site (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Site may contain information which is designated confidential by Barnes & Noble and that you shall not disclose such information without Barnes & Noble's prior written consent.
7.2 Unless you have agreed otherwise in writing with Barnes & Noble, nothing in the Terms gives you a right to use any of Barnes & Noble's trade names, trademarks, Site marks, logos, domain names, and other distinctive brand features.
If you have been given an explicit right to use any of these brand features in a separate written agreement with Barnes & Noble, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Barnes & Noble's brand feature use guidelines as updated from time to time. These guidelines can be viewed online at (insert relevant link) (or such other URL as Barnes & Noble may provide for this purpose from time to time).
7.3 Other than the limited license set forth in Section 9, Barnes & Noble acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Sites, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist), provided that notwithstanding the foregoing, any written or "click through" license or ownership grant that is executed or otherwise agreed to by you shall supersede this section. Unless you have agreed otherwise in writing with Barnes & Noble, you agree that you are responsible for protecting and enforcing those rights and that Barnes & Noble has no obligation to do so on your behalf. You agree that you are solely responsible for (and that Barnes & Noble has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Site and for the consequences of your actions (including any loss or damage which Barnes & Noble may suffer) by doing so.
7.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices), which may be affixed to or contained within the Site.
8. SDK License
8.1 All access to any software development kit (SDK) that is accessible on the Site is subject to your acceptance of the applicable NOOK™ SOFTWARE DEVELOPMENT KIT LICENSE or any other SDK that may be available on the Site. No rights to use or access any
Barnes & Noble SDK is granted herein.
9. Content license from you
9.1 You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through, the Site. By submitting, posting or displaying the content you give Barnes & Noble a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Site. This license is for the sole purpose of enabling Barnes & Noble to display, distribute and promote the Site and may be revoked for certain Site as defined in the Additional Terms of those Site.
In addition to the foregoing, you hereby grant (and agree to grant) to B&N a non-exclusive, fully-paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, non-terminable, transferable, assignable license to reproduce, distribute, publicly perform, publicly display, make, sell, import, modify, transmit and make derivative works based on, and otherwise use and exploit any and all Feedback. "Feedback" means suggestions, comments, ideas, and all other types of information, which (a) is given or communicated directly or indirectly by You to B&N or its representatives and (b) relate to the Device SDKs, the Devices and/or their components. Any and all Feedback may be used by B&N and may be incorporated by B&N into its products and services (including, for example, the Devices and the Site.
9.2 You agree that this license includes a right for Barnes & Noble to make such Content (including without limitation feedback), available to other companies, organizations or individuals with whom Barnes & Noble has relationships.
9.3 You understand that Barnes & Noble, in performing the required technical steps to provide the Site to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, Site or media. You agree that this license shall permit Barnes & Noble to take these actions.
9.4 You confirm and warrant to Barnes & Noble that you have all the rights, power and authority necessary to grant the above license.
10. Ending your relationship with Barnes & Noble
10.1 The Terms will continue to apply until terminated by either you or Barnes & Noble as set out below.
10.3 Barnes & Noble may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Barnes & Noble is required to do so by law (for example, where the provision of the Sites to you is, or becomes, unlawful); or
(C) Barnes & Noble is transitioning to no longer providing the Site to users in the country in which you are resident or from which you use the Site; or
(D) the provision of the Site to you by Barnes & Noble is, in Barnes & Noble's opinion, no longer commercially viable.
The above rights are in addition to any rights Barnes & Noble may have resulting from the bn.com Terms and Conditions of Use.
10.4 Nothing in this Section shall affect Barnes & Noble's rights regarding provision of Site under Section 3 of these Terms.
10.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Barnes & Noble have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT BARNES & NOBLE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS, WHICH ARE LAWFUL IN, YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE SITE AND ALL INFORMATION CONTAINED WITHIN THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 IN PARTICULAR, BARNES & NOBLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU, AS PART OF THE SITE WILL BE CORRECTED.
11.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
11.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BARNES & NOBLE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
11.6 BARNES & NOBLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BARNES & NOBLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SITE, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE, WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH BARNES & NOBLE MAY MAKE TO THE SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITE (OR ANY FEATURES WITHIN THE SITE);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE;
(III) YOUR FAILURE TO PROVIDE BARNES & NOBLE WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
12.2 THE LIMITATIONS ON BARNES & NOBLE'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT BARNES & NOBLE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13. Copyright and trademark policies
13.1 It is Barnes & Noble's policy to respond to notices of alleged copyright infringement that comply, the Digital Millennium Copyright Act. Details of Barnes & Noble's policy can be found in Section 19 of the Website Terms.
14. Other content
14.1 The Site may include hyperlinks to other web sites or content or resources, or contain content posted by other parties. Barnes & Noble may have no control over any web sites or resources which are provided by companies or persons other than Barnes &
Noble. Information provided by third parties is the sole responsibility of the person from which such content originated.
14.2 You acknowledge and agree that Barnes & Noble is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
14.3 Barnes & Noble reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all third-party Content from the Site.
15. Changes to the Terms
15.1 Barnes & Noble may make changes to the NOOK Developer Terms and the Website Terms from time to time. When these changes are made, Barnes & Noble will make a new copy of the Terms available at http://www.barnesandnoble.com/include/terms_of_use.asp and any new NOOK Developer Terms will be made available to you from within, or through, the affected Site.
15.2 You understand and agree that if you use the Site after the date on which the NOOK Developer Terms and the Website Terms have changed, Barnes & Noble will treat your use as acceptance of the updated NOOK Developer Terms and the Terms and Conditions of Use.
16. General legal terms
16.1 Sometimes when you use the Site, you may (as a result of, or through your use of the Site) use a service, web site or download a piece of software, which are provided by another person or company. Your use of these other services, web sites, or software may be subject to separate terms between you and the company or person concerned. , In this case the Terms do not affect your legal relationship with these other companies or individuals.
16.2 The Terms constitute the whole legal agreement between you and Barnes & Noble and govern your use of the Site (but excluding any Sites which Barnes & Noble may provide to you under a separate written or click-through agreement), and completely replace any prior agreements between you and Barnes & Noble in relation to the Site.
16.3 You agree that Barnes & Noble may provide you with notices, including those regarding changes to the Terms, by email or postings on the Site.
16.4 You agree that if Barnes & Noble does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Barnes & Noble has the benefit of under any applicable law), this will not be taken to be a formal waiver of Barnes & Noble's rights and that those rights or remedies will still be available to Barnes & Noble.
16.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.6 You acknowledge and agree that each member of the group of companies of which Barnes & Noble is an affiliate shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
16.7 The Terms, and your relationship with Barnes & Noble under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Barnes & Noble agree to submit to the exclusive jurisdiction of the courts located within the city of New York, NY to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Barnes & Noble shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.