Web Site Agreement

WEB SITE AGREEMENT


THIS AGREEMENT ("AGREEMENT"), dated as of January 31, 2001 (the "EFFECTIVE DATE"), is made by and between Textbooks.com Inc., a Delaware corporation having an office located at 120 Fifth Avenue, New York, New York 10011 ("TEXTBOOKS"), and barnesandnoble.com llc, a Delaware limited liability company with an office located at 76 Ninth Avenue, 11th floor, New York, New York 10011 ("LLC"). Textbooks and LLC are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES."


RECITALS


WHEREAS, from, on or about August 14, 2000 through the date hereof, the Parties have implemented a test period (the "TEST PERIOD") whereby LLC's principal Web site located at the URL WWW.BN.COM (the "BN WEB SITE") has contained a subsite selling textbooks (the "SUBSITE"); and


WHEREAS, having completed the Test Period, the Parties wish, among other things, to provide for their respective rights and obligations with regard to the design and implementation of the Subsite and for the operations of the Subsite during the term of this Agreement (the "TERM").


NOW, THEREFORE in consideration of the premises and the mutual promises and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


1. OPERATION OF THE SUBSITE. (a) From and after the date hereof, LLC shall be responsible for, and shall pay all costs with respect to, the operation, servicing and maintenance of the Subsite, including, but not limited to, (i) operation of the Subsite and related equipment, (ii) processing and fulfillment of orders placed on the Subsite, (iii) management, ownership, sourcing and pricing of inventory for the Subsite, (iv) tracking the volume and amount of sales and returns generated on the Subsite, and providing such information to Textbooks on a monthly basis, and (v) order entry, billing, payment processing, shipping, cancellations, returns, and related customer service for users of the Subsite.


(b) It is the intention of the Parties that all sales of textbooks shall be made in the name and on behalf of LLC without reference to Textbooks. Textbooks agrees that during the Term it will not, directly or indirectly, operate a Web Site for the retail sale of textbooks other than any such site(s) that refer all such sales (through links) to the Subsite. The Parties agree that neither Party shall have an obligation to share any customer information collected by such Party in performing its obligations hereunder whether during the Term or upon termination of this Agreement.


(c) Textbooks shall make available to LLC (without cost or other charge) such software, hardware database of textbooks available to Textbooks and other items that have been procured to date by Textbooks that are necessary to maintain and operate the Subsite in accordance with this Agreement, other than those already furnished to LLC during the Test Period.


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2. CONSENT TO USE OF BARNES & NOBLE TRADEMARKS. Barnes & Noble College Bookstores, Inc. ("COLLEGE") and Textbooks hereby consent to the use by LLC during the Term of the trademarks "Barnes & Noble" and "barnesandnoble.com" to the limited extent that such use is necessary to the operation of the Subsite in accordance with the terms of this Agreement and, solely in connection with such use, waives any violation by LLC of that certain Amended and Restated Trademark License Agreement, dated as of October 31, 1998, among College, LLC and barnesandnoble.com inc., as amended by Amendment No. 1, dated as of May 28, 1999, between College and LLC. In consideration of the payments referred to in S ...