#WRITERS, Barnes & Noble CORRECTED Its Contract

The content is the same—only now you can see, read, and print off (use pdf, it works better) every single line, clause, and sub-sub clause that pertains to you.

DO print off and save every bit of it. Every page, every sub-page, every page that is marked as part of the agreement.

When these clauses are updated—any of them—B&N must let you know that to continue doing business with them, you will have to agree to the changes. When you get this notice, REVIEW THE CHANGES.

The contract you will NOW be signing is, however, complete. I am not a lawyer, I cannot advise you whether or not is is a good deal or a bad deal FOR YOU. But all the pieces are now there for you to read.

In its complete form, when I can sign a document that contains all its clauses, it is only a bit worse than the Amazon contract FOR ME.

If I am given the option to support multiple platforms and fight to keep open multiple markets where I can offer my work, I will do so.

By making sure all the terms in the contract were actually IN the contract, Barnes & Noble has made it possible for me to continue to support multiple markets. I do this based on my personal set of priorities, which include doing everything I can to prevent monopolies in markets that affect my livelihood. On all sites other than my own, that is my first priority. Keep markets open and in competition with each other.

Are the contracts great with B&N and Amazon and Kobo great? No. You are dealing with megacorporations and armies of lawyers, and when you play, the game is always rigged in favor of the house. This goes for commercial publishers, too.

But having gone over the WHOLE contract, I’ll continue to keep my work on Barnes & Noble. And Kobo. And Amazon.

Always with the understanding that I can and will pull my work from ANY of those venues if the contract terms turn against me.


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About the author: Novelist, writing teacher, on a mission to reprint my out-of-print books and self-publish my new ones.

16 comments… add one
  • Elise M Stone Apr 12, 2013 @ 17:39

    Regardless of the legality of referred to versus linked documents, which I’m totally ignorant of since I am not a lawyer, I feel much better now that there’s a PDF you can print out.

    When I originally signed up with all the online vendors (not so long ago), I printed out, read, and stored in a binder each agreement before clicking that little box that says “I agree” (or whatever the method and verbiage was). I’m with Holly. I want an agreement I can refer to in the future.

    Now, if they can just fix the stupid you-can’t-update-you-have-to-create-a-totally-new-project-to-change-stuff thing, I might be ready to switch over.

  • Jennifer LW Apr 12, 2013 @ 8:44

    Holly is right in that signing a document with ALL of the relevant clauses contained within that document is better than signing one where those provisions are not visible on the face of the document. I have read through the entire document and I do not see anything to be alarmed about, considering they are in the business to further their business. Their contract provisions are quite similar to KDP’s provisions, right down to the ability to change your cover art “at their discretion” at any time. Since I am a newly published author, I will keep my book with B&N and Kobo as well as Amazon.

  • Sallie Apr 12, 2013 @ 8:38

    It’s amazing what happens when someone pays attention and spreads the word about a problem … thanks for the vigilance and the heads up.

  • Winston Apr 12, 2013 @ 8:31

    Thanks for explaining the finer print.

  • Paula Scardamalia Apr 12, 2013 @ 7:48

    Thank you, Holly. I appreciate your vigilance with this. I feel the same way about keeping and supporting multiple markets. The more the merrier…and the healthier it is for authors and readers a like.

  • Becky Burkheart Apr 12, 2013 @ 7:45

    Thanks for all you do Holly!!

  • Kevin O. McLaughlin Apr 12, 2013 @ 7:01

    *blink*

    Where is the changed contract? The one on the Nook Press website still has a last changed date of April 3rd…

    • RNFrancis Apr 12, 2013 @ 7:11

      They linked the documents within the contract. No words were modified, but the referenced documents that should have been linked in the first place are now part of the contract.

      • Kevin O. McLaughlin Apr 12, 2013 @ 7:29

        OK. But we all knew they were going to do that… Not sure what the big deal is here…? The documents had already been ported over (I linked to them in the comments yesterday). They simply hadn’t put in the hyperlink yet.

        A little less than totally professional, but that’s what we’ve come to expect from B&N anyway, so not unexpected.

        • Holly Apr 12, 2013 @ 8:08

          The links are in it. The “big deal” is that you are now signing a document with all the clauses contained in the document you’re signing.

          Please understand that there is an ENORMOUS difference between signing a document that contains references to documents not available WITHIN that document, and signing a document where all the parts are connected so you can see that the terms you think the author of the document is referring to are the terms he actually IS referring to, and to having the entire thing printable in a format (like PDF, that dates all the parts in the footer as you print them off).

          Considering that the linking in the current contract runs across two different domain names, in no way could you assume that you were looking at the relevant documents without the links. And never assume, anyway. If you do, the other guy’s lawyer will eat your lunch.

          You can USE the latter document. The former document is just a wish and a prayer—worthless to the person hoping to operate under its terms.

          • Kevin O. McLaughlin Apr 12, 2013 @ 10:29

            The documents WERE referred to in the original terms of service. That is sufficient. The law does not differentiate between a hyperlinked document in a contract and a document simply referred to.

            Fact #1 They referred to ALL the relevant documents in the original.

            Fact #2 They had ALL the relevant documents on their website and available for perusal on launch (I linked to them in the comments on your last post).

            Fact #3 There is no legal difference between the mention of those documents in the old version and the hyperlinks in the new version – although a agree that the new version is more user friendly!

            Fact #4 Legally, there is ZERO DIFFERENCE between the contract as it stood before and as it stands now.

            And yes, it was unprofessional to go live without a contract that was easier to understand (i.e. without doing a search for the other relevant documents!). This is par for the course for B&N – everything they have done, from their Nook website through their pricing systems through their Pubit program through everything else involved in internet commerce, has been tainted by a consistent lack of professionalism. I wish they would up their game a little, but I’ve yet to see it happen.

            • Dal Jeanis Apr 12, 2013 @ 12:01

              Kevin – 1) Not everyone is as loosy-goosy about contract terms as you are. You can be sure that B&N aren’t! Holly, understandably, is extremely protective of her IP rights.

              2) Your Facts 3 and 4 are plainly erroneous. Holly now has a single PDF file that irrefutably documents the terms of the contract at the moment she signed. That is NOT legally equivalent to Holly having screen prints from five different sites. Consider the situation in court if B&N claims that term x was updated on site b five minutes before she signed, and thus was in force from the moment of signing. That legal situation is very different from the current one.

              A year from now, maybe no difference.

              3) Even if the contract had no difference, the shaking of author spears outside the headquarters of B&N had a valuable effect on the perception inside B&N and other organizations. Have you EVER seen an organization fix a “minor website format issue” so fast? Be certain that other organizations know they have to be careful of what they try to pull.

              • Kevin O. McLaughlin Apr 12, 2013 @ 19:38

                You’re mistaken, Dal. What I said above is not in error.

                Holly does NOT have a single PDF, unless she made it herself. The contract is still divided up into a terms of service agreement and multiple additional ancillary documents, the same as it was two days ago.

                The ONLY CHANGE was that they hyperlinked the ancillary documents. And whether hyperlinked or not, they are equally binding. In other words, adding the hyperlinks had no LEGAL impact on the terms of the agreement whatsoever.

                it did make the agreement easier to read for the layman. Which is smart. And professional. And they should have done so in the first place. But having or not having the hyperlinks does NOT impact the legality of the contract or the ancillary documents.

                I actually see businesses fix minor issues like this one quickly all the time. In fact, what I think happened here is that B&N was in the process of doing so already. I doubt they even know this thread EXISTS. 😉

                Why do I think that?
                1) The old Pubit contract is functionally identical to the Nook Press contract. They didn’t change much.
                2) The old Pubit contract had hyperlinks.
                3) All the documents which are now hyperlinked were uploaded to the Nook Press site some time ago.

                So yeah, my guess is they planned to hyperlink them; that’s normal practice with most of these things. They either hadn’t yet, or the employee responsible for doing it forgot. It didn’t impact the binding nature of those documents, had no effect on the contract at all – but had a big negative impact amongst the writing community, most of whom don’t know contract law well enough to know that the contract was JUST FINE without the hyperlinks.

                It was dumb of them to leave it out. But the over-reaction from the writing community simply shows how little we understand contract law, as a group.

                [FROM HOLLY] Since this thread has exceeded its thread count and I don’t choose to redo the site to add extra threading, I’m going to reply here.

                KEVIN: I saw a problem with the B&N contract as it existed. I let the writers know about the problem I saw. If you resent the fact that I did this, you are welcome to go away. No one makes you come to this site. If I have irritated you so badly by bringing a real issue—a contract that contained none of its subclauses and NO WAY TO REACH THE SUBCLAUSES FROM WITHIN THE CONTRACT, and that, without its subclauses was absolutely horrible—to the attention of other people, by all means find someone else to read. Lots of writers out there. Plenty who didn’t read the contract as it previously existed, or didn’t care that there was a problem with not knowing what you were signing. Sounds like they’re your kind of people.

        • Holly Apr 12, 2013 @ 8:11

          And no, “we” didn’t all know they were going to do that.

          Barnes & Noble went live with, and announced that they were ready to have people sign up to, their new program. That means they’d prepped there site and were presenting it as done, and all the contract work was in place as they intended to have it.

          You don’t go live if your legal stuff isn’t in place.

          • Kevin O. McLaughlin Apr 12, 2013 @ 10:32

            As I said above; the legal stuff WAS all in place. It simply wasn’t hyperlinked to the contract. Referred to in the contract, yes. Uploaded to their website, yes. The hyperlinks should have been done from the beginning to prevent this sort of misunderstanding, but they are not required to make those other documents part of the contract – simply mentioning them and having them available does that job.

            • Holly Apr 13, 2013 @ 6:58

              No. On two separate domains. You cannot look at anything spread across separate domains and assume they apply to what you’re dealing with. Well, you can, but if you sign a contract based on that assumption, you’re a fool.

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