Date revised 10/17/08
Effective 11/03/08

Use of the BORDERS REWARDS card constitutes acceptance of the following terms and conditions (this "Agreement") by each BORDERS REWARDS Member ("Member"):

1. MEMBER BENEFITS. BORDERS REWARDS (the "Program") provides customers with the following benefits:

a. Shop at Borders, Borders Express, Borders Outlet, Brentano's, or Waldenbooks in the United States and Puerto Rico or online at Borders.com ("Participating Stores") and, for every one hundred fifty dollars ($150.00) spent on Qualifying Purchases during any one calendar year, five (5) Borders Bucks will be issued into your "Borders Bucks Account" during the first week of the month following the month in which such Borders Bucks are earned. Borders Bucks may be redeemed for eligible purchases at Participating Stores until the end of the month issued. There is no limit to the amount of Borders Bucks that you can earn in a calendar month or calendar year. Any amount in excess of one hundred fifty dollars ($150.00) spent on Qualifying Purchases rolls over until the end of the calendar year, at which time unused amounts are forfeited.

b. To illustrate, if you spend $175 on Qualifying Purchases in May, you would receive five (5) Borders Bucks in the first week of June, which can be used until the end of June, and $25 of your Qualifying Purchases would roll over. If you spend another $145 on Qualifying Purchases in September, you would receive an additional five (5) Borders Bucks in October, which could be used until the end of October, and $20.00 of Qualifying Purchases would roll over until the end of the calendar year. Redeemed Borders Bucks do not count as a Qualifying Purchase.

c. Special offers in store and in your email inbox, just for signing up for the Program, including coupons and discounts that are made available only to BORDERS REWARDS Members.

2. GENERAL TERMS AND CONDITIONS.
a. Member must provide a valid email address to receive all benefits associated with the Program. No purchase is necessary to become a Member. Member must be a legal resident of the United States or Puerto Rico and 16 years of age or older to participate in the Program.

b. BORDERS REWARDS membership is nontransferable and may only be used by an individual Member for Member's personal benefit. Member benefits cannot be combined with benefits accrued by another Member. Borders may request proper identification with regard to BORDERS REWARDS transactions. Member benefits will not be applied retroactively to any prior purchases.

c. Borders is not responsible for lost or stolen membership cards.

d. Member agrees the BORDERS REWARDS program and any Member benefits related thereto do not create any property rights in favor of Member.

e. Member shall be responsible for maintaining accurate and updated personal information with the BORDERS REWARDS Member Services Department. Members may update their personal information online at www.borders.com/rewards or by calling 800.443.7359. Borders is not responsible for rewards that are not received as a result of Member's failure to update Member's personal information.

3. REWARDS ACCRUAL.
a. Rewards accrual will be calculated based on Member's Qualifying Purchases. Qualifying purchases ("Qualifying Purchases") are purchases made at Participating Stores, excluding purchases of gift cards and gift certificates, after discounts and coupons and before shipping charges, gift wrap charges and sales tax are added. Items purchased or reserved through In-Store Pickup for pickup at a Borders store qualify for rewards accrual at the time of purchase.

b. Group savings and services, teacher/classroom, nonprofit, and institutional discount programs ("Discount Programs") may not be combined with the Program and shall not be applicable toward rewards accrual.

c. Returns will be deducted from Member's rewards accrual for Member's most recent prior transaction(s). (Negative balances may result.)

4. REWARDS REDEMPTION.
Borders Bucks are redeemable at Participating Stores and cannot be combined with appreciation discount events (including but not limited to Educator Savings Week, Healthcare Savings Weekend, etc.), Discount Programs, or the purchase of any of the following items: gift cards and certificates, rush fees, special-order deposits, shipping charges, gift wrap charges, tickets and donations. Borders Bucks can be combined with in-store discounts (i.e., bestseller program and Borders Original Voices) and employee discounts. Borders Bucks have no cash value and are not applicable to prior purchases. Borders Bucks that are not redeemed by the end of the month earned will be forfeited.

5. PARTICIPATING STORES. The BORDERS REWARDS card is accepted at all Borders, Waldenbooks, Brentano's, Borders Outlet, and Borders Express locations in the United States and Puerto Rico and online at Borders.com. BORDERS REWARDS cards are not accepted at Borders international locations.

6. MEMBER PRIVACY. By becoming a Member of the BORDERS REWARDS program, you agree to receive advertising, marketing materials, and other communications from Borders, Waldenbooks, Borders.com and their affiliates. Your personal information will be held in accordance with the Borders Privacy Policy, which can be found at www.borders.com.

7. MODIFICATION AND TERMINATION. The sponsors of the Program are Borders, Inc., Walden Book Company, Inc. and Borders Direct, LLC (collectively referred to herein as "Borders"). Changes to the Program terms and conditions will be posted to the borders.com website 15 days prior to the effective date. Continued use of Member's membership card constitutes acceptance of any amendment to the Program. The most current terms and conditions of the Program can be found at www.borders.com. Borders may terminate the Program at any time through written notice sent to Member via email (members without email will be notified the next time their card is presented at a Participating Store). Upon termination of the Program, Member shall forfeit all unredeemed rewards earned as of the termination date. Member may choose to opt out of the Program at any time; however, this may result in the forfeiture of accrued rewards.

8. GOVERNING LAW AND ARBITRATION. This Agreement shall be governed by and construed under the substantive laws of the state of Michigan, without reference to conflict-of-laws considerations. Borders and Member agree that any dispute, claim, or controversy arising from or relating to this Agreement or Member's BORDERS REWARDS Membership shall be resolved by binding arbitration conducted in the state of Michigan. Borders and Member acknowledge and agree that each has chosen arbitration rather than litigation to resolve any such dispute, claim, or controversy. Borders and Member understand that a judgment on any arbitral award may be entered in any court having jurisdiction. No arbitration under this Agreement shall be consolidated with any other arbitration.

9. NO WARRANTY. BORDERS, INC., WALDEN BOOK COMPANY, INC., BORDERS DIRECT, LLC AND THEIR PARENT AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MEMBERSHIP OR ANY PRODUCTS OR SERVICES RELATED THERETO.

10. RELEASE OF LIABILITY. MEMBER HEREBY RELEASES BORDERS, INC., WALDEN BOOK COMPANY, INC., BORDERS DIRECT, LLC AND THEIR PARENT AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY RELATING TO MEMBER'S BORDERS REWARDS MEMBERSHIP OR THIS AGREEMENT.