TERMS & CONDITIONS
Last Updated: May 2, 2023
These Terms and Conditions of Use ("Terms & Conditions") apply to your access to, and use of, online services and programs ("Online Services") which Walker Edison Furniture Company LLC ("Walker Edison," "we," or "us") has made available to our customers ("Customers," "Users" or "you"). Online services include our website, mobile application, online ordering, job application, email, promotional programs, and customer feedback platforms.
Please read these Terms & Conditions carefully before downloading, accessing or using any of the Online Services. By accessing or using the Online Services, you agree to abide these Terms & Conditions, as well as such additional agreements which may apply to the particular Online Service being used. Your use of the Online Services is at your risk. If you are dissatisfied with the Online Services or these Terms & Conditions in any way, your sole and exclusive remedy is to discontinue using the Online Services.
General terms (applicable to all Online Services)
Modifications to Online Services
Walker Edison may at any time, for any reason, modify, suspend, limit or terminate operation of or access to any Online Service, or any portion thereof, whether on a general or specific user level, and without notice or liability, unless otherwise required by applicable law. In addition, Walker Edison reserves the right at any time to update, change, modify, or revise these Terms & Conditions. Any changes will become effective upon posting such modifications on our website (please review the "Last Updated" date above to identify when these Terms & Conditions were last modified). Your continued access to or use of the Online Services after any such changes indicates your acceptance of the Terms & Conditions as modified. It is your responsibility to review the Terms & Conditions regularly for updates.
Privacy of Users
Ownership & Licensing of the Online Services and Intellectual Property
The Online Services and all content, information, and other materials featured, displayed, contained, and available on the Online Services (including, but not limited to, all text, images, graphics, designs, illustrations, photographs, pictures, audio, software, and video clips, the "look and feel", pages, screens, content arrangement, and computer programs) (collectively, "Materials") are owned by or licensed to Walker Edison and may be protected by copyright, trademark, trade dress, patent, and/or other intellectual property rights and unfair competition laws under the United States and foreign laws. Subject to your compliance with these Terms & Conditions, Walker Edison grants you a personal, non-exclusive, non-transferable, limited right to access, use, display, and download the Online Services for noncommercial purposes only. You may view, display, copy, download, and print Materials solely for your own personal, noncommercial use. All copyright, trademark, and other proprietary notices contained on the Materials must be retained on all copies thereof. You may not, in any way, otherwise copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, sell, or exploit, in whole or in part, the Online Services or its Materials. Except as expressly provided herein, Walker Edison does not grant any express or implied right to you under any patents, trademarks, copyrights, or trade secret information. "Walker Edison" and "Live Outside the Box" are registered trademark and service marks of Walker Edison in the United States and other countries. Walker Edison also owns many other intellectual property rights, including other trademark rights. The Online Services, Materials, and the trademarks, logos, service marks, and all other source identifying indicia displayed on the Online Services (collectively, the "Intellectual Property") are owned by or licensed to Walker Edison with all rights reserved unless otherwise noted. Walker Edison does not permit third-parties to use the Intellectual Property in any manner, including advertising, as an endorsement for any product or service, in association with contests or promotions, or for any other purpose, commercial or otherwise, without our prior express written permission. Nothing contained in the Online Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Intellectual Property without our prior express written permission. You are strictly prohibited from using any of the Intellectual Property except as expressly provided in these Terms & Conditions. You are also advised that Walker Edison and/or its licensee(s) will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.
Standards of Conduct for Users of the Online Services
You agree to use the Online Services, Materials, and all related programs, features and services in accordance with these Terms & Conditions and all applicable laws and regulations. Specifically (and without limitation), you agree not to: modify, adapt, translate, or reverse engineer any portion of the Online Services or Materials; use the Online Services or any Materials, features, or services for any unlawful, fraudulent, or malicious purposes, or to solicit any such activity; attempt to gain unauthorized access to any accounts, features, systems, or networks through hacking, password mining, or any other means; use the Online Services or any feature in any way that could disrupt, damage, disable, overburden, or impair it or its systems, servers, or networks; frame or mirror any portion or feature of the Online Services; use the Online Services or any feature for advertisements, chain letters, spamming, junk mail, solicitations, or any other commercial purposes; use any automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to: (1) access, acquire, copy, or monitor any portion of the Online Services or Materials; (2) reproduce or circumvent the navigational structure or presentation of the Online Services or Materials; or (3) obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Online Services; use any device, software, or routine to interfere or attempt to interfere with the proper working of the Online Services or with any other person's use or enjoyment of the Online Services; transmit any viruses, worms, defects, Trojan horses, corrupted files, or other items of a destructive nature; circumvent or attempt to circumvent any security or authentication measures implemented by or on behalf of Walker Edison; forge headers or otherwise manipulate identifiers; post, transmit, submit, or include any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, or otherwise objectionable content, material, or information of any kind, or any content, material, or information that may give rise to criminal or civil liability; submit or post any false or misleading information; and/or violate, infringe, or misappropriate the intellectual property, publicity, privacy, or other proprietary rights of Walker Edison or any other person or entity. Walker Edison reserves the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the Online Services, Materials, users, us, our brand, or any other person or entity, or that violates these Terms & Conditions and/or applicable law.
Submissions by Users of the Online Systems
You are fully responsible for your Submissions. You agree that your Submissions comply in all respects with these Terms & Conditions, are to the best of your knowledge true and accurate, and shall not be made on behalf of any person or entity without their prior written consent. You may not include any content (e.g., text, photos, images, quotes, logos, etc.) that is the property of another (e.g., protected by copyright, trademark, or other intellectual property rights), unless you have express, written permission to do so.
We may, without notice to you, refuse or edit Submissions for any reason or no reason.
User Logins and Registration
Certain programs, features, or services offered on or through the Online Services may require you to complete a registration process and/or setup an account or login. In connection therewith, you agree to (1) provide true, accurate, current, and complete information about yourself, and (2) maintain and promptly update your information to keep it true, accurate, current, and complete. You are entirely responsible for maintaining the confidentiality of the information you hold for your login, including your password. You agree to notify Walker Edison immediately of any unauthorized use of your login, or any other breach of security. You may be held liable for losses incurred by Walker Edison or any other Online Service user or visitor due to someone else using your login as a result of your failing to keep your login information secure and confidential.
You may not use anyone else's login at any time without their express written permission. Walker Edison shall not be liable for any loss or damage arising from your failure to comply with these obligations.
Links to Third-Party Sites and Social Media Pages
The Online Services may contain links to other third-party websites, including social media platforms, such as Facebook, Pinterest, LinkedIn, Twitter, Snap Chat or Instagram (all links to third-party websites and social medial platforms are collectively referred to herein as "Linked Sites"). Linked Sites are provided only for your convenience. If you decide to visit any Linked Site, you do so at your own risk. Walker Edison shall have no responsibility or liability related to your use of any Linked Site, or the content, policies, or actions thereof. If you choose to use any product or service from a Linked Site, your relationship is with that third party. Links do not imply that we sponsor, endorse, are affiliated with or associated with, or are legally authorized to use any trademark, trade name, service mark, design, logo, symbol, or other copyrighted materials displayed on or accessible through such Linked Site.
When you visit the Online Services or send e-mails to us, you are communicating with us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (whether by email or by posting the same in our Online Services) satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms & Conditions. By creating an account with Walker Edison, you acknowledge that you will be receiving order update and confirmation emails and text messages.
Walker Edison makes no representations or warranties regarding the Online Services and Materials.
THE ONLINE SERVICES AND MATERIALS, PROGRAMS, FEATURES, AND SERVICES MADE AVAILABLE THROUGH THE ONLINE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NO WARRANT THAT THE ONLINE SERVICES OR MATERIALS WILL BE SECURE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF WALKER EDISON ONLINE SERVICES OR MATERIALS, PROGRAMS, FEATURES, AND SERVICES MADE AVAILABLE THROUGH THE ONLINE SERVICES, OR THE RESULTS OBTAINED THEREFROM, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE FURTHER DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY SERVICE PROVIDERS, PARTNERS, SPONSORS, LICENSORS, LICENSEES, OR THE LIKE IN CONNECTION WITH OR RELATED TO YOUR USE OF THE ONLINE SERVICES AND ALL MATERIALS, PROGRAMS, FEATURES, AND SERVICES MADE AVAILABLE THROUGH THE ONLINE SERVICES.
Limitations of Liability
IN NO EVENT SHALL WE OR ANY OF OUR PROVIDERS BE LIABLE TO ANY PERSON FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, PROGRAMS, OR DATA) RESULTING FROM YOUR USE OF OR INABILITY TO USE THE ONLINE SERVICES AND MATERIALS, PROGRAMS, FEATURES, AND SERVICES MADE AVAILABLE THROUGH THE ONLINE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS PARAGRAPH REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS & CONDITIONS AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. BECAUSE SOME STATES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.
Violation of these Terms & Conditions
You agree that Walker Edison may, in its sole discretion and without prior notice, block and/or terminate your access to any or all of the Online Services if we determine that you have violated these Terms & Conditions or other agreements or guidelines that may be associated therewith. You also agree that any violation, or threatened violation, by you of these Terms & Conditions constitutes an unlawful and unfair business practice and will cause irreparable and unquantifiable harm to Walker Edison. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
If Walker Edison takes legal action against you as a result of your violation of these Terms & Conditions, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to Walker Edison.
You agree to indemnify, defend, and hold harmless Walker Edison and all of its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and expenses that arise directly or indirectly out of or from: (1) your breach of these Terms & Conditions; (2) your Submissions; and/or (3) your activities in connection with the Online Services, and Materials, programs, features, and services made available through the Online Services.
Dispute Resolution Through Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH WALKER EDISON.
Except for small claims disputes in which you or Walker Edison seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Walker Edison seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, or unless otherwise required by applicable law, you and Walker Edison waive the right to a jury trial and to have any dispute arising out of or related to these Terms & Conditions resolved in court. Instead, all disputes arising out of or relating to these Terms & Conditions or the Online Services will be resolved through confidential binding arbitration held in Salt Lake County, Utah or by telephonic conference in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and Walker Edison agree that any dispute arising out of or related to these Terms & Conditions or our Online Services is personal to you and Walker Edison and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and Walker Edison agree that these Terms & Conditions affect interstate commerce and that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms & Conditions and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Walker Edison agree that the state or federal courts of the State of Utah and the United States sitting in Salt Lake County, Utah have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this section by providing written notice to:
Walker Edison Furniture Company LLC: Legal Department, 1553 West 9000 South, West Jordan, UT 84088
In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the choice of law and venue designated below.