Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Williams-Sonoma, Inc. and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms and Conditions by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Arbitration Agreement & Waiver of Certain Rights

You and Williams-Sonoma, Inc. agree that, except as set forth below, we will resolve any disputes between us (including any disputes between you and a third-party agent of Williams-Sonoma, Inc.) through binding and final arbitration instead of through court proceedings. You and Williams-Sonoma, Inc. hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and Williams-Sonoma, Inc. or you and a third-party agent of Williams-Sonoma, Inc. (a 'Claim') will be resolved exclusively by final and binding arbitration in accordance with the Rules of the American Arbitration Association ('AAA Rules'). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms and Conditions including, but not limited to, a claim that all or any part of these Terms and Conditions is void or voidable.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Williams-Sonoma, Inc. will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or Williams-Sonoma, Inc. from seeking action by federal, state, or local government agencies. You and Williams-Sonoma, Inc. also have the right to bring qualifying claims in small claims court. In addition, you and Williams-Sonoma, Inc. retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms and Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms and Conditions.

Neither you nor Williams-Sonoma, Inc. may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Williams-Sonoma, Inc.'s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. If for any reason a claim proceeds in court rather than in arbitration you and Williams-Sonoma, Inc. each waive any right to a jury trial. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms and Conditions. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a 'public injunction' and any such 'public injunction' may be awarded only by a federal or state court. If either party seeks a 'public injunction,' all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a 'public injunction' in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party's claim or prayer for 'public injunctive relief.' In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. This Section of the Terms and Conditions will survive the termination of your relationship with Williams-Sonoma, Inc.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WILLIAMS-SONOMA, INC. WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Other Provisions

Any action relating to the use of the Program and related websites or any transaction with Williams-Sonoma, Inc. must be brought in the state or federal courts located in the County of San Francisco, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

If any provision of these Terms and Conditions is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms and Conditions will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms and Conditions, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Last Updated: September 13, 2021

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