MG+BW Comfort Club® Terms and Conditions

These MG+BW Comfort Club ® Terms and Conditions (these "Terms") describe the terms and conditions, and constitute the agreement, between you as a customer and member of MG+BW Comfort Club® ("you", or "your", as applicable) and The Mitchell Gold Co. d/b/a Mitchell Gold + Bob Williams ("MG+BW", "we", or "us", "our", as applicable) with respect to the MG+BW Comfort Club membership program (the "Comfort Club"), and your membership in the Comfort Club (your "Membership"). For information on joining the Comfort Club and Comfort Club membership benefits and fees see the Comfort Club Benefits, Exclusions and Fees as may be supplemented, amended, changed, revised, and/or modified by MG+BW, from time to time, in MG+BW's sole and absolute discretion.

These Terms also incorporate by reference, and are deemed to include: Our Terms and Conditions of Sale and Our Privacy Policy in each case as may be supplemented, amended, changed, revised, and/or modified by MG+BW, from time to time, in MG+BW's sole and absolute discretion.

By joining the Comfort Club, you agree to be bound by these Terms and that these Terms shall govern your Membership in the Comfort Club, your relationship with MG+BW, all purchases made from MG+BW, and all transactions of every nature with MG+BW. Without LIMITING THE FOREGOING, you agree to the terms under "Disputes" below WITH REPECT TO ANY DISPUTES, including: MANDATORY ARBITRATION (ON AN INDIVIDUAL BASIS), WAIVER OF CLASS ACTION, WAIVER OF JURY TRIAL

COMFORT CLUB® MEMBERSHIP TERM AND MEMBERSHIP FEE; NO REFUNDS

Subject to these Terms and your compliance with these Terms, your Membership will become active for one (1) year (the "Membership Year") upon your joining the Comfort Club and paying the applicable membership fee (the "Membership Fee"), and subject to these Terms, you may renew your Membership or rejoin the Comfort Club after the termination or expiration of your Membership by paying the then-current Membership Fee and agreeing to the then-current Terms. NO REFUNDS OF ANY MEMBERSHIP FEE (OR ANY APPLICALE TAX) WILL BE GIVEN, EVEN IF YOU DO NOT MAKE A PURCHASE OR PARTAKE IN ANY OF THE OTHER MEMBERSHIP BENEFITS OF THE COMFORT CLUB.

CONDITIONS OF COMFORT CLUB® MEMBERSHIP

Comfort Club Membership, pricing and other benefits (the "Membership Benefits") are only available (i) to residents of the United States who are at least eighteen (18) years of age. Further, if, for whatever other reason, you cannot legally, or otherwise do not, agree to all of these Terms, you cannot and should not apply or register for, join, maintain, use, participate in, or apply to receive the Membership Benefits, (ii) for purchases made, and delivery locations within, the 48 contiguous United States and the District of Columbia and (iii) only for merchandise purchased at and/or through a Mitchell Gold + Bob Williams-branded store (but not a branded outlet store) (a "Signature Store") or on MG+BW's e-commerce website located at www.mgbwhome.com (collectively with the Signature Stores, the "Eligible Stores").

You agree to provide and keep current contact information (including full legal name, address, email address, and telephone number) ("Contact Information"). You acknowledge and agree that it is your sole responsibility to update and ensure the accuracy of the Contact Information that you provide to MG+BW. Please see Our Privacy Policy for more information about how we process your Contact Information. MG+BW is entitled to rely on the accuracy of your Contact Information with respect to any communications or notifications to you.

UPDATING YOUR MEMBERSHIP INFORMATION

If you Log In to your Account, you will be able to update your Membership Information (including your Contact Information).

EXCLUSIONS AND LIMITATIONS

Notwithstanding anything to the contrary, the Comfort Club prices and other Membership Benefits do not apply to, will not be applied to, cannot be combined with, and are invalid for any other offers, benefits, rewards, and or promotions: Comfort Club membership fees and charges; employee sales or employee transactions; warehouse sales; corporate or prearranged group discounts; employee transactions; special accommodations; any other type of sale not expressly permitted herein, and any merchandise not having a "Club Price"; any other shopping or other e-commerce websites or apps; any outlet store (or other similar discount venues); gift cards; fabric swatches and/or any other type of swatches; rug tails; samples; shipping, delivery and installation charges; any goods or services that do not constitute finished home furnishing products; or merchandise that is designated as "Clearance" and/or "Final Sale" or that is otherwise on sale or discounted.

Any builder, developer, designer, or real estate agent discounts, offers, programs, and/or promotions cannot be combined or applied to further reduce the Comfort Club prices or to enhance or supplement any other Membership Benefits.

MG+BW MAY UPDATE THESE TERMS AND/OR TERMINATE MG+BW COMFORT CLUB, MEMBERSHIP BENEFITS, OR YOUR MEMBERSHIP

MG+BW has the right and shall be entitled, in MG+BW's sole and absolute discretion, at any time and for any reason and without liability, to supplement, amend, change, revise, modify and/or replace (individually and collectively, "Change") these Terms and/or any Membership Benefits.

In the event of any Change to these Terms, an updated version will be made available at the location set forth above, and a copy will be provided to you based on your Contact Information, and such posting and provision to you shall constitute notice to you, and you shall be bound by such Changed Terms. You agree that it is solely your responsibility to check and review the then-current Terms periodically to keep yourself informed. If, and only to the extent, required by applicable law, MG+BW will notify you of any updates to these Terms with at least the minimum number of days required by law before the updated version goes into effect. To the extent required by applicable law, if you do not agree to such updated version of these Terms, you may opt-out of the updated version, and the version of these Terms that was in place at the start of the applicable Membership Year shall apply.

In addition to the foregoing, you understand and agree that MG+BW, in its sole and absolute discretion, shall be entitled to terminate the Comfort Club in its entirety (or any portion thereof) and/or to terminate any of the Membership Benefits at any time and for any reason. Notwithstanding the foregoing, for the duration of any Membership Year, you will continue to have the Membership Benefits that were in effect at the start of your applicable Membership Year. MG+BW shall have the right, in MG+BW's sole and absolute discretion, to reject your application or attempt to join the Comfort Club, and also to decline to renew and terminate your Membership, including, without limitation, in any circumstances where MG+BW believes that you have disclaimed, repudiated, and/or breached any of the Terms or engaged in any dishonest conduct or other impropriety. No Membership Benefits will be available after the date MG+BW designates for such termination.

DISCLAIMERS AND LIMITATIONS ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT: (1) MG+BW AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, "THE MG+BW PARTIES") MAKE NO REPRESENATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED: (A) THAT THE COMFORT CLUB OR ANY STORES WILL BE OPEN OR OPERATIONAL, UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR WORK OPTIMALLY; (B) THAT THE COMFORT CLUB WILL MEET YOUR EXPECTATIONS AND/OR REQUIREMENTS; (C) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, WEBSITE, INFORMATION; INSTRUCTIONS, AND/OR TERMS WILL SATISFY YOUR EXPECTATIONS OR BE ERROR FREE; AND (D) OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY; (2) YOUR USE OF THE COMFORT CLUB AND ANY OF THE MEMEBRSHIP BENEFITS SHALL BE, AT ALL TIMES, AT YOUR SOLE RISK; (3) THE MEMBERSHIP BENEFITS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, AND THERE IS NO ASSURANCE THAT ANY SUCH MEMBERSHIP BENEFITS, OR ANY PARTICULAR PRODUCTS OR SERVICE, WILL BE AVAILABLE AT A PARTICULAR TIME, TIME-FRAME, OR OTHERWISE; AND (4) \ MG+BW IS ENTITLED TO CHANGE AND/OR MODIFY THESE TERMS AND ANY MEMBERSHIP BENEFITS AT ANY TIME IN MG+BW'S SOLE AND ABSOLUTE DISCRETION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE MG+BW PARTIES SHALL BE LIABLE FOR DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, COMPENSATORY, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, LOSSES, MISAPPROPRIATION, AND/OR THEFT OF DATA, GOODWILL, INCOME, OR PROFIT, LOSSES RELATED TO PROPERTY DAMAGE OF WHATEVER TYPE, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSSES OR CLAIMS ARISING FROM OR RELATING TO: (A) THE COMFORT CLUB (INCLUDING ANY APPLICATION TO JOIN), YOUR MEMBERSHIP; (B) YOUR RECIEPT OR LACK OF ACCESS TO OR ABILITY TO USE ANY MEMBERSHIP BENEFITS; (C) ANY CANCELLATION OR TERMINATION OF YOUR MEMBERSHIP, THE COMFORT CLUB, OR ANY MEMBERSHIP BENEFITS; (D) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (E) ANY OTHER MATTER, ISSUE, OR DISPUTE PERTAINING TO THESE TERMS, THE COMFORT CLUB, OR YOUR ATTEMPT TO BECOME A MEMBER OF THE COMFORT CLUB, AND ANY ACTIONS ON THE PART OF ANY MG+BW PARTIES PERTAINING TO ANY OF THE FOREGOING.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THE MAXIMUM COLLECTIVE LIABILITY OF THE MG+BW PARTIES FOR ALL CLAIMS, CAUSES OF ACTION, LOSSES, OR DAMAGES, HOWEVER ARISING AND BY WAY OF WHATEVER TYPE OF PROCEEDING, SHALL BE NO GREATER THAN ONE HUNDRED DOLLARS ($100). EXCEPT AS IS OTHERWISE PROHIBITED BY APPLICABLE LAW, THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ANY THEORY OF LEGAL LIABILITY, INCLUDING, AMONG ALL OTHERS, BREACH OR REPUDIATION OF CONTRACT, VIOLATION OF STATUTE, VIOLATION OF COMMON LAW, TORT, NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, INTENTIONAL MISCONDUCT, STRICT LIABILITY, OR ANY OTHER CLAIM OR DAMAGE FOR ANY TYPE OF CIVIL LIABILITY, OR BASED UPON ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER DAMAGES, ACTUAL OR OTHERWISE, ARE DEEMED TO EXIST.

CERTAIN STATES (INCLUDING NEW JERSEY) MAY PROHIBIT OR LIMIT SOME OF THE FOREGOING, AND IN SUCH CASES THE ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

DISPUTES

PLEASE READ THIS SECTION CAREFULLY, AS THESE PROVISIONS PROVIDE FOR THE RESOLUTION OF DISPUTES THROUGH THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND ALSO INCLUDE CERTAIN WAIVERS, INCLUDING WAIVERS OF CLASS ACTIONS, CLASS ARBITRATIONS, AND JURY TRIALS.

ANY AND ALL CONTROVERSIES, DISPUTES, DEMANDS, COUNTS, CLAIMS, OR CAUSES OF ACTION (INCLUDING THE INTERPRETATION AND SCOPE OF THIS CLAUSE, AND THE ARBITRABILITY OF THE CONTROVERSY, DISPUTE, DEMAND, COUNT, CLAIM, OR CAUSE OF ACTION) BETWEEN THE PARTIES OR THEIR RESPECTIVE ASSIGNS SHALL EXCLUSIVELY BE SETTLED THROUGH BINDING AND CONFIDENTIAL ARBITRATION. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

To the fullest extent permitted by applicable law, the parties agree, and agree to comply with the following: (1) ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration shall be confidential, and neither party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law and these Terms; and (5) each party pays its own attorneys’ fees and expenses unless there is a statutory provision or applicable Rules and Procedures that require the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law or Rules and Procedures, subject to these Terms.

Payment of all filing, administration, and arbitrator fees will be governed by Rules and Procedures; provided, however, that each party (as the losing party) agrees to pay, and that it (as prevailing party) will not seek recovery from the other party more than, the total sum of $10,000 for attorney's fees, costs, and expenses associated with the dispute(s) and the arbitration thereof. You agree that if the amount involved in the dispute is less than $10,000, subject to the applicable Rules and Procedures, the arbitration will be conducted, at your election, by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

GOVERNING LAW

Each party agrees that the laws of the State of North Carolina, excluding its conflict of laws rules, all matters relating to these Terms and the Comfort Club, subject to the Federal Arbitration Act and applicable federal law. Subject to the binding arbitration above, each party expressly agrees that exclusive jurisdiction for any claim or dispute with us or relating in any way to these Terms or the Comfort Club, including any claim or dispute relating to the arbitration, resides in the applicable federal or state courts of the State of North Carolina seated in Alexander County, North Carolina or the Western District of North Carolina, as applicable, and each party further agrees and expressly consents to the exercise of exclusive personal jurisdiction in such courts, and waives any claim of inconvenient forum.

INTELLECTUAL PROPERTY

MG+BW's name, logos and all related brand, product and service names, logos, designs, logos and slogans are trademarks of, and all images, designs, text, graphics, icons, audio and digital content, software, and all other content provided or made available by MG+BW are intellectual property of, and are exclusively owned by, MG+BW or our licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners. Solely to the extent necessary to exercise your rights under these Terms, you may create a single personal copy of any such items, including these Terms, and may not copy, distribute, transmit, use, create derivatives of, or otherwise exploit any of the foregoing for any commercial purpose.

SEVERABILITY/NO WAIVER

If any provision of these Terms is deemed invalid or unenforceable, such provision shall be modified automatically to the minimum extent necessary to render these Terms valid and enforceable. If a provision conflicts with a mandatory provision of applicable law, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such severance or modification, the remainder of these Terms shall not be affected. MG+BW's failure to insist upon strict performance or to enforce any provision of these Terms shall not constitute a waiver of any such provision. A waiver on the part of MG+BW shall only be deemed to exist if it is specified and granted in a writing bearing the signature of either MG+BW's Chief Executive Officer or Chief Financial Officer.

HEADINGS/CAPTIONS

The headings and/or captions contained in these Terms are for convenience and ease of reference only. The words contained in the headings/captions shall not be deemed to explain, modify, amplify, or aid in the interpretation, construction, or meaning of these Terms.

ENTIRE AGREEMENT

These Terms, including those documents incorporated by reference, constitute the entire understanding and agreement between you and MG+BW regarding the Comfort Club and your Membership, and supersede any other understandings, representations, and/or agreements with respect thereto.

 

Last Updated: October 30, 2020