Emerald Home Furnishings ®
3025 Pioneer Way East Tacoma • WA • 98443 (253) 922-1400
(253) 922-3747 Fax
GRANT OF ACCESS RIGHT/
ACCEPTANCE OF TERMS OF USE

The following are terms of a legal agreement between you and Emerald Home Furnishings, LLC (“Emerald”). By clicking on the “ACCEPT TERMS OF USE” button at the end of these Terms of Use, you acknowledge that you have read, understood and agree to be bound by, these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations along with Emerald’s general customer guidelines, as related to Emerald and this website (the “Site”). If you do not accept and agree to these Terms of Use, you will not be able to use this Site. The material provided on this Site is protected by law, including, but not limited to, United States Copyright Law and international treaties. This Site is controlled and operated by Emerald from its offices within the United States. Emerald makes no representation or warranty that materials in the Site are appropriate or available for use in other locations, and access to the materials from territories where their contents are illegal is prohibited. Those who choose to access this Site from locations other than the United States do so on their own initiative and are responsible for compliance with applicable local laws.

1. LOG ON CREDENTIALS

To purchase merchandise on this Site, the customer will need an on-line account accessible by an e-mail address/login and a password. The Site user is defined as the owner/officer (or customer’s designated representative(s)) with the authority to purchase for the customer company that is doing business with Emerald. No person other than one with such authority is authorized to use this Site, and by clicking on “ACCEPT TERMS OF USE”, the user (you) specifically represents and warrants that he/she has the authority and power to bind the customer.

The customer shall at all times be solely responsible for the security of its/his/her account and the credentials associated therewith. The customer must not reveal its customer account credentials (i.e., e-mail address/login and password) to anyone without with authority to purchase merchandize on customer’s behalf. The customer is strictly liable and responsible for any transactions and/or abuse that may be committed by their designated representatives or anyone using its customer account credentials on the Site. All purchases made through the Site, by use of a customer’s credentials, shall be the sole responsibility of the customer to whom that account was issued, and the user (you) and the customer shall jointly and severally indemnify and hold Emerald harmless from any cost, loss or liability incurred by Emerald as a result of an unauthorized person using the customer’s credentials and accessing this Site. This indemnification obligation shall survive termination of this agreement.

If the customer believes that the identity of its account may no longer be secure, it shall notify Emerald immediately. If a designated representatives is no longer authorized to access the Site, it the responsibility of the customer to notify Emerald of the change of status of the designated representative. Again, your choice of “ACCEPT TERMS OF USE” below and your resulting access to the Site represent a specific representation and warranty that you have the authority to act for and bind the customer with which you are associated. Do not choose “ACCEPT TERMS OF USE” or access this Site if you do not have that power and authority.

2. ORDERING

All online orders from this Site shall be confirmed by Emerald to the customer’s designated e-mail address. Any discrepancies in the order must be brought to Emerald’s attention within 24 hours of the order confirmation.

3. COPYRIGHTS/TRADEMARKS

Copyright Notice and Use Restrictions:

All Site materials, including without limitation Emerald logos, design, text, graphics, marks, other files and the selection and arrangement thereof are: Copyright © 2013 Emerald Home Furnishing, LLC. ALL RIGHTS RESERVED.

Except as stated and specifically allowed herein, none of the Site material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Emerald or the copyright owner. This restriction does not in any way prohibit you from printing or downloading these Term of Use. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only; provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these Terms of Use. Upon termination of this permission, you must immediately destroy any downloaded and printed materials. You also may not, without Emerald’s permission, “mirror” any material contained on this Site or on any other Emerald-affiliated server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademarks:

The trademarks, service marks and logos (collectively, the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Emerald and others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner. Emerald aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Emerald Home Furnishings or its logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission from Emerald. Emerald prohibits use of any Emerald logo as a “hot” link to any Emerald site, unless establishment of such a link is approved in advance by Emerald in writing. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. A partial list of U.S. Trademarks owned by Emerald follows: EMERALD HOME FURNISHINGS ®

4. GRANT OF LICENSE

As an existing Emerald customer with Site credentials, Emerald grants you a limited license to make business use only of the Site. Please note all prices shown on the Site are wholesale prices – NOT RETAIL PRICES.

5. TERMS OF USE REVISIONS

Emerald may at any time revise these Terms of Use by updating this posting. If an update occurs, you will, again, have to choose to “ACCEPT TERMS OF USE” to access the Site as a user for a customer. By choosing “ACCEPT TERMS OF USE” and using this Site, you acknowledge the opportunity to review the revisions and agree to be bound by any such revisions. Understand, too, that you can always access these Terms of Use by clicking on the “Terms of Use” link at the bottom of each Site page

6. DISCLAIMER WARRANTY

THIS SITE AND SERVICES ARE OFFERED BY EMERALD, ITS AGENTS OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING AND DELIVERING THE SITE AND SERVICES (COLLECTIVELY, “EMERALD’S PROVIDERS”) “AS IS” WITHOUT ANY WARRANTY OR CONDITION (EXPRESS OR IMPLIED). EMERALD AND EMERALD’S PROVIDERS DO NOT WARRANT THE SERVICE DESCRIBED HEREIN AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EMERALD AND EMERALD’S PROVIDERS DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. EMERALD AND EMERALD’S PROVIDERS DO NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, EMERALD DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THIS SITE AND SERVICES PROVIDED HEREUNDER, OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL EMERALD OR EMERALD’S PROVIDERS (AS DEFINED ABOVE) BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES, EVEN IF EMERALD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION AND THE PRECEDING SECTION 6 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

8. APPLICABLE LAW AND VENUE

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, WITHOUT RESORT TO ITS CONFLICT OF LAW PROVISIONS. YOU AGREE THAT ANY ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FILED ONLY IN STATE OR FEDERAL COURT LOCATED IN TACOMA, WASHINGTON AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS. THE PREVAILING PARTY IN ANY SUCH ACTION OR DISPUTE SHALL BE ENTITLED TO AN AWARD OF ITS ATTORNEY FEES AND COSTS (INCLUDING THOSE INCURRED ON APPEAL). THIS SECTION 8 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

9. TERMINATION

Notwithstanding any of these Terms of Use, Emerald reserves the right, without notice and in its sole discretion, to terminate your license to use this Site, and to block or prevent future access to and use of this Site.