Terms of Use & Sale

Retail Blackbook operates a curated furniture and home furnishings marketplace that provides members access to selected products, manufacturers, brands, member pricing, purchasing tools, delivery options, and related services.

Depending on the transaction, Retail Blackbook may process payment, act as merchant of record, coordinate an order with a manufacturer or supplier, arrange or coordinate freight or delivery, provide order-status information, and assist with post-purchase matters.

Most merchandise available through Retail Blackbook is manufactured, supplied, stored, shipped, serviced, or warranted by independent third-party manufacturers, distributors, warehouses, freight carriers, delivery companies, or service providers.

Retail Blackbook does not manufacture most products offered through the marketplace and does not control every action, policy, inventory system, production schedule, carrier, or service provider involved in fulfilling an order.

Nothing in these Terms is intended to eliminate obligations Retail Blackbook has under applicable law.

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or purchase through Retail Blackbook.

If you use Retail Blackbook or make a purchase on behalf of a company, design firm, property owner, staging company, hospitality business, reseller, or other entity, you represent that you have authority to bind that entity to the applicable agreement.

Certain products, programs, pricing, documentation, tax treatment, or services may differ between personal and business purchases.

Consumer protections that cannot legally be waived remain applicable to qualifying consumer transactions.

You agree to provide accurate, current, and complete information when creating or maintaining an account or placing an order.

You are responsible for maintaining the confidentiality of your login credentials and for activity conducted through your account.

You must promptly notify Retail Blackbook if you reasonably believe your account has been accessed without authorization.

Retail Blackbook may require identity, payment, shipping, business, or fraud-verification information before accepting or fulfilling an order.

We may suspend, restrict, or terminate account access when we reasonably believe an account has been compromised, used fraudulently, abused, or used in material violation of these Terms.

Retail Blackbook may provide members access to pricing, manufacturer resources, catalogs, product information, price lists, vendor materials, purchasing resources, or other information that is not intended for unrestricted public distribution.

Certain materials may also be subject to manufacturer, distributor, MAP, dealer, trade, or confidentiality restrictions.

You may use member-only materials for legitimate shopping, purchasing, project, design, or authorized business purposes consistent with the Retail Blackbook program.

Unless expressly authorized, you may not:

• share or sell account credentials;
• systematically scrape, harvest, download, reproduce, or republish protected member pricing;
• publicly distribute confidential manufacturer price lists or restricted dealer materials;
• circumvent access controls;
• misrepresent yourself as Retail Blackbook or as an authorized representative of a manufacturer;
• use protected information to intentionally interfere with Retail Blackbook's manufacturer or supplier relationships;
• or use automated systems to extract substantial amounts of proprietary marketplace data.

Authorized business or trade use may be permitted through applicable Retail Blackbook programs. Nothing in this section prohibits lawful use of information that is otherwise publicly available.

Retail Blackbook may offer free member access and optional paid programs, including Blackbook VIP.

Free membership does not require the purchase of Blackbook VIP unless expressly disclosed for a particular benefit, product, event, or service.

Blackbook VIP may provide additional prices, access, benefits, purchasing features, services, priority treatment, resources, or other advantages.

VIP benefits may evolve over time.

The specific price, billing period, renewal terms, included benefits, cancellation procedure, and other material terms presented when you enroll control your VIP subscription.

Where VIP automatically renews, the automatic-renewal terms will be disclosed before enrollment and payment authorization.

Blackbook VIP is also subject to the separately posted Blackbook VIP Membership Terms.

Retail Blackbook makes reasonable efforts to present accurate product descriptions, dimensions, materials, specifications, finishes, colors, photographs, model numbers, availability information, and other product details.

Much of this information originates with manufacturers or other third parties.

Manufacturers may modify specifications, packaging, materials, component parts, finishes, dimensions, or other characteristics without advance notice.

Retail Blackbook does not guarantee that every product image, color, finish, dimension, or description will be perfectly identical to the merchandise ultimately received.

Customers should review available specifications before ordering.

Furniture made from wood, leather, stone, marble, metal, fabric, handmade materials, reclaimed materials, or other natural materials may naturally vary in grain, knots, texture, color, pattern, distressing, markings, veining, tone, finish, or appearance.

Fabric and leather dye lots may vary.

Screen settings, photography, room lighting, and surrounding colors may also affect how a finish appears.

Normal variations of this nature are not necessarily defects.

Before ordering, you are responsible for confirming that the product is suitable for your space and intended use.

This includes measuring, as applicable:

• the room;
• the intended product location;
• doorways;
• hallways;
• stairs;
• elevators;
• gates;
• turning clearances;
• building access;
• and other delivery pathways.

Product dimensions should be treated as approximate unless expressly represented otherwise.

Retail Blackbook is not responsible for a customer's measurement mistake, decorating preference, change of mind, or inability to fit merchandise into the intended location, except where applicable law provides otherwise.

Any design, styling, comparison, or product-selection assistance provided by Retail Blackbook is informational and does not replace the customer's responsibility to verify measurements, suitability, specifications, and requirements.

Product availability is not guaranteed.

Manufacturer and distributor inventory can change rapidly.

An item displayed as available, in stock, low stock, incoming, available to order, or otherwise purchasable may become unavailable before an order is accepted or fulfilled.

Adding an item to a cart does not reserve inventory.

Retail Blackbook may cancel an unavailable item or order.

If Retail Blackbook cancels paid merchandise that cannot be fulfilled, the applicable amount paid for the cancelled merchandise will be refunded as required by law.

Retail Blackbook may display:

• Blackbook Member Prices;
• VIP prices;
• promotional prices;
• manufacturer suggested retail prices;
• “Compare To” prices;
• market reference prices;
• estimated retail prices;
• savings amounts;
• savings percentages;
• or similar comparative pricing.

Reference pricing may be based on manufacturer suggested pricing, manufacturer data, identified retail listings, observed market pricing, comparable products, historical pricing, or other reasonable pricing references.

A Compare-To or reference price does not mean that every retailer currently sells, previously sold, or will sell an item at that exact price.

Savings vary by product, manufacturer, location, market conditions, promotions, freight, delivery, taxes, and other factors.

Retail Blackbook does not represent that every Member Price is the lowest price available anywhere in the market.

Retail Blackbook makes reasonable efforts to display accurate prices and information, but mistakes can occur.

We reserve the right to correct typographical errors, pricing errors, calculation errors, promotional errors, product-information errors, freight errors, inventory errors, or technical problems.

Receipt of an automated order acknowledgment or payment authorization does not require Retail Blackbook to fulfill an order based on an obvious or material pricing or technical error.

If a material error is discovered before fulfillment, Retail Blackbook may:

• contact you with corrected information and allow the transaction to proceed where appropriate;
• modify the affected portion of the order with your authorization;
• or cancel the affected item or order and refund applicable amounts already paid.

Nothing in this section permits Retail Blackbook to retain payment for merchandise it cancels and does not provide.

Submitting an order is your offer to purchase the merchandise and services shown.

An automated acknowledgment that an order has been received does not necessarily mean the order has been finally accepted by the applicable manufacturer, supplier, or Retail Blackbook.

Orders may remain subject to:

• inventory confirmation;
• manufacturer availability;
• vendor acceptance;
• payment authorization;
• fraud review;
• shipping restrictions;
• product restrictions;
• delivery feasibility;
• pricing verification;
• and other legitimate fulfillment requirements.

Retail Blackbook may reject or cancel an order for legitimate reasons including unavailable merchandise, an erroneous price, payment failure, suspected fraud, manufacturer restrictions, inability to deliver the merchandise, or material violation of these Terms.

If Retail Blackbook cancels paid merchandise that will not be fulfilled, applicable amounts will be refunded as required by law.

A Retail Blackbook cart may contain products from more than one manufacturer, warehouse, supplier, or origin.

Items in the same order may therefore:

• ship separately;
• have different estimated ship dates;
• use different carriers;
• arrive on different dates;
• have different freight components;
• or require different fulfillment treatment.

Separate shipments do not by themselves constitute incomplete fulfillment of the overall order.

You authorize Retail Blackbook and its payment providers to charge the payment method you select for amounts presented and authorized during checkout.

Depending on the transaction, payment may include:

• merchandise;
• shipping;
• delivery;
• tax;
• processing charges;
• approved freight charges;
• optional services;
• or other clearly disclosed charges.

Retail Blackbook may use third-party payment processors.

Retail Blackbook generally does not directly store complete payment-card credentials when payment information is handled by an authorized payment processor.

Payment authorization does not eliminate Retail Blackbook's ability to cancel and refund an order as permitted by these Terms or applicable law.

Applicable sales, use, transaction privilege, or other taxes may be collected where required.

Business customers claiming a tax exemption or resale status are responsible for providing valid and current documentation.

Retail Blackbook may reject, suspend, or reverse tax-exempt treatment when required documentation is missing, invalid, expired, or inconsistent with applicable law.

Customers remain responsible for taxes they are legally required to pay.

Retail Blackbook may provide a preliminary delivery estimate in the cart or elsewhere in the marketplace.

A statement such as:

“Delivery options starting at $149”

is intended only to provide a preliminary indication of the lowest currently calculable delivery option for the merchandise and destination information provided.

A cart delivery estimate:

• is informational;
• does not select a delivery service;
• does not reserve a carrier;
• does not guarantee a rate;
• does not guarantee availability of a service level;
• and does not modify the final order.

Delivery estimates may vary according to product, manufacturer, destination, service level, warehouse, freight conditions, and other factors.

Final eligible delivery options and applicable pricing are determined during checkout or through an approved custom delivery or freight quote.

Shipping and delivery charges are separate from merchandise pricing unless expressly stated otherwise.

Available delivery methods and charges may depend on:

• manufacturer;
• warehouse or product origin;
• destination;
• product dimensions;
• weight;
• quantity;
• product type;
• service level;
• carrier availability;
• access conditions;
• and other fulfillment factors.

Products from different manufacturers may generate separate shipping or delivery costs even when purchased in the same Retail Blackbook cart.

Certain products or destinations may require a custom delivery or freight quote.

Depending on the item and destination, delivery options may include services such as:

• curbside or outdoor drop-off;
• threshold delivery;
• indoor delivery;
• room-of-choice delivery;
• white-glove delivery;
• warehouse pickup;
• or other available services.

Service names and included services may vary by manufacturer, carrier, or delivery provider.

Not every service level is available for every product or destination.

Customers are responsible for reviewing the applicable service description before selecting delivery.

You are responsible for providing complete and accurate delivery information.

This may include:

• address;
• telephone number;
• access instructions;
• gate codes;
• building requirements;
• elevator reservations;
• loading restrictions;
• parking restrictions;
• delivery-hour limitations;
• and other information reasonably necessary to complete delivery.

Customers are responsible for providing a safe and reasonably accessible delivery path.

Delivery teams are not required to perform unsafe work or services outside the purchased service level.

Additional charges may apply where permitted and appropriately disclosed for circumstances such as:

• redelivery;
• additional delivery attempts;
• address changes after shipment;
• storage;
• remote-area service;
• excessive stairs;
• difficult access;
• special handling;
• building delays;
• or extraordinary delivery requirements.

If delivery cannot be completed because of circumstances at the destination, merchandise may be returned to a carrier, terminal, warehouse, or other facility and reasonable storage, redelivery, return-freight, or related charges may apply where permitted by law.

Refusing delivery does not automatically cancel an order and does not automatically create a right to a refund.

Unless Retail Blackbook or the carrier specifically instructs you to refuse an item because of a documented shipping problem, an unauthorized refusal may be treated as a failed delivery or unauthorized return.

Applicable return freight, storage, redelivery, manufacturer fees, or other nonrecoverable charges may be the customer's responsibility to the extent permitted by law.

Nothing in this section limits rights that cannot legally be waived.

Production times, stock dates, estimated ship dates, transit times, appointment dates, and delivery dates are estimates unless Retail Blackbook expressly provides a binding written guarantee.

Retail Blackbook relies in part on information supplied by manufacturers, warehouses, and carriers.

Manufacturer production schedules, inventory changes, weather, carrier delays, freight capacity, transportation disruptions, labor interruptions, natural disasters, governmental action, and circumstances outside Retail Blackbook's reasonable control may affect timing.

Retail Blackbook will comply with applicable laws governing shipment representations, material shipment delays, cancellation rights, customer consent to delays, and refunds.

Nothing in these Terms eliminates a right to cancel or receive a refund when applicable law requires it.

Customers should inspect delivered merchandise promptly.

When visible carton or merchandise damage exists, customers should, whenever reasonably possible:

• photograph the packaging before it is removed;
• photograph visible merchandise damage;
• photograph shipping labels;
• note visible damage on available carrier paperwork;
• and retain relevant packaging.

These steps may materially improve the ability to pursue a freight claim.

Damage, manufacturing defects, missing parts, shortages, or incorrect merchandise should be reported to Retail Blackbook as soon as reasonably possible.

For freight-related damage, customers are strongly encouraged to report the issue within 24 hours of delivery whenever reasonably possible so Retail Blackbook can promptly preserve and pursue available carrier or manufacturer remedies.

Failure to report within 24 hours does not eliminate any right that cannot lawfully be waived, but delayed reporting may make a carrier, supplier, or manufacturer claim more difficult to verify or process.

Customers may be required to provide:

• photographs;
• video;
• packaging photographs;
• carton or product labels;
• serial numbers;
• delivery documentation;
• a written description;
• or other information reasonably necessary to evaluate and pursue the claim.

Do not discard packaging relating to a damage claim until Retail Blackbook, the manufacturer, or carrier advises that it is no longer required.

Retail Blackbook will make reasonable efforts to assist customers with legitimate freight-damage, shortage, incorrect-item, and manufacturing-defect matters.

Depending on the circumstances and applicable manufacturer or carrier policy, an available remedy may include:

• replacement parts;
• repair;
• technician service;
• replacement merchandise;
• a manufacturer allowance;
• refund;
• or another commercially reasonable remedy.

A damaged component does not necessarily entitle the customer to replacement of the entire product where repair, replacement parts, or another lawful and reasonable remedy adequately resolves the problem.

Nothing in this section limits remedies required by applicable law.

Furniture and home furnishings frequently involve special-order, manufacturer-direct, oversized, limited-availability, customized, closeout, clearance, freight-delivered, or otherwise specially sourced merchandise.

Return eligibility therefore varies by product and manufacturer.

Many Retail Blackbook products may be designated Final Sale or otherwise non-returnable.

Where applicable, Final Sale status or material return restrictions should be disclosed before purchase, on the applicable product or transaction, or through the applicable Returns & Damage Policy.

Final-sale or restricted merchandise may include:

• clearance items;
• closeouts;
• discontinued merchandise;
• Special Buys;
• floor samples;
• customized products;
• made-to-order products;
• special-order merchandise;
• opened or assembled items where applicable;
• mattresses, bedding, or other hygiene-sensitive merchandise where applicable;
• products that have been installed, altered, used, or damaged after delivery;
• and products from manufacturers that do not accept buyer-remorse returns.

A change of mind, decorating preference, comfort preference, measurement mistake, inability to fit merchandise into the destination, or change in project plans does not by itself create a right to return otherwise non-returnable merchandise.

Unauthorized returns may be refused and may result in return freight, storage, handling, manufacturer, restocking, or other reasonable nonrecoverable charges where permitted by law.

Nothing in a Final Sale designation eliminates rights or remedies that applicable law does not permit a seller to waive.

Customers should carefully review orders before submitting payment.

Once an order has been submitted to a manufacturer, supplier, warehouse, production facility, or fulfillment partner, modification or cancellation may not be possible.

Cancellation or modification requests are not guaranteed.

If cancellation or modification is possible, reasonable manufacturer cancellation fees, restocking charges, nonrefundable freight costs, processing costs, customization costs, or other documented nonrecoverable costs may apply where permitted and appropriately disclosed.

Products that have entered production, been allocated, transferred, specially ordered, customized, prepared for shipment, or shipped may be non-cancellable.

Retail Blackbook may also cancel an order or individual item for legitimate reasons including:

• manufacturer discontinuation;
• inventory unavailability;
• inability to obtain the merchandise;
• incorrect product information;
• pricing or technical errors;
• payment failure;
• suspected fraud;
• manufacturer restrictions;
• inability to fulfill delivery requirements;
• or other legitimate fulfillment issues.

If Retail Blackbook cancels paid merchandise that will not be fulfilled, applicable amounts paid for the cancelled merchandise will be refunded as required by law.

Nothing in this section eliminates cancellation or refund rights required by applicable law.

Retail Blackbook may offer manufacturer overstocks, closeouts, discontinued products, promotional inventory, Special Buys, limited-quantity merchandise, liquidation inventory, or other specially priced products.

These products may be available only while supplies last.

Inventory may not be replenished.

Special pricing may change or end without notice before an order is accepted.

Special Buy, closeout, discontinued, clearance, or limited-quantity products may have additional cancellation or return restrictions that will be disclosed where applicable.

Displaying an item in the marketplace or allowing it to be added to a cart does not guarantee that sufficient inventory remains to fulfill an order.

Products sold through Retail Blackbook may include warranties provided by their applicable manufacturer.

Unless Retail Blackbook expressly provides a separate written Retail Blackbook warranty, product warranties are provided by the manufacturer and are subject to that manufacturer's coverage terms, duration, procedures, exclusions, limitations, and remedies.

Manufacturer warranty coverage may vary by product and may differ for residential, commercial, hospitality, rental-property, resale, or other uses.

Retail Blackbook may assist a customer in communicating with a manufacturer regarding warranty service but does not control the manufacturer's warranty determination.

Customers may be required to provide:

• proof of purchase;
• photographs or video;
• product labels;
• serial numbers;
• manufacturing tags;
• descriptions of the issue;
• or other documentation reasonably necessary to pursue warranty service.

Manufacturer warranties may exclude or limit issues such as ordinary wear, misuse, improper assembly, unauthorized modification, improper cleaning, pet damage, accidental damage, fading, natural-material variation, commercial use, or other circumstances stated in the manufacturer's warranty.

Any manufacturer warranty is separate from rights that a customer may have directly against Retail Blackbook under applicable law.

Retail Blackbook may make optional protection plans, accidental-damage programs, service contracts, or similar third-party products available.

Unless expressly stated otherwise, those products are provided and administered by the identified third-party plan provider and are governed by that provider's separate terms.

The applicable plan documentation controls matters such as:

• coverage;
• exclusions;
• duration;
• claims;
• cancellation;
• deductibles;
• service obligations;
• and available remedies.

Offering access to a third-party protection plan does not by itself mean Retail Blackbook provides the manufacturer's underlying product warranty.

Nothing in these Terms modifies rights arising under applicable warranty or service-contract law.

Retail Blackbook works with independent manufacturers, suppliers, vendors, warehouses, freight carriers, delivery companies, payment processors, technology providers, protection-plan providers, and other service providers.

Retail Blackbook may transmit information reasonably necessary to:

• process an order;
• collect or refund payment;
• verify a transaction;
• arrange fulfillment;
• coordinate shipping or delivery;
• prevent fraud;
• provide customer support;
• process a claim;
• or otherwise provide requested services.

Retail Blackbook does not control every action, inventory system, manufacturing process, carrier, warehouse, policy, or decision of these independent third parties.

To the extent permitted by law, Retail Blackbook is not responsible for acts, omissions, interruptions, or delays of independent third parties that are outside Retail Blackbook's reasonable control.

This provision does not eliminate Retail Blackbook's own obligations or responsibilities under applicable law.

Retail Blackbook will not be responsible for delay or inability to perform caused by circumstances outside its reasonable control.

Such circumstances may include:

• natural disasters;
• severe weather;
• fire;
• flood;
• war;
• terrorism;
• civil disturbance;
• governmental action;
• labor interruption;
• carrier disruption;
• port congestion;
• supply-chain interruption;
• manufacturer shutdown;
• utility failure;
• widespread communications failure;
• cyberattack;
• or major third-party technology outage.

Retail Blackbook will make commercially reasonable efforts to address affected transactions where appropriate.

This section does not permit Retail Blackbook to retain money or avoid refunds, cancellation rights, shipment-delay requirements, or other remedies where applicable law requires otherwise.

Retail Blackbook may use reasonable fraud-prevention, identity-verification, and payment-verification procedures.

We may delay, decline, suspend, or cancel a transaction where we reasonably suspect:

• fraud;
• unauthorized payment;
• stolen payment credentials;
• identity misuse;
• account compromise;
• resale or diversion inconsistent with an applicable program;
• or other unlawful activity.

Customers should contact Retail Blackbook promptly regarding a billing, fulfillment, or order issue so we have a reasonable opportunity to investigate and resolve the matter.

You may not knowingly submit a false, fraudulent, duplicative, or materially misleading payment dispute or chargeback.

Nothing in these Terms restricts a customer's lawful right to dispute a charge through a card issuer, financial institution, payment provider, governmental agency, or other process provided by applicable law.

Retail Blackbook-owned website content, software, designs, text, graphics, logos, original photographs, original videos, marketplace organization, data presentation, marketing materials, and other original materials are protected by applicable intellectual-property laws.

Manufacturer names, trademarks, product photography, catalogs, specifications, descriptions, logos, and other third-party materials remain the property of their respective owners.

Access to Retail Blackbook does not transfer ownership of Retail Blackbook or third-party intellectual property to the user.

Except as permitted by law or expressly authorized, users may not:

• reproduce;
• publish;
• distribute;
• sell;
• license;
• commercially exploit;
• systematically scrape;
• or create derivative works from protected Retail Blackbook content.

Nothing in these Terms restricts lawful use of materials that are independently publicly available and not owned or controlled by Retail Blackbook.

If you voluntarily submit a public review, testimonial, project photograph, feedback, suggestion, social-media content, or other material intended for publication or promotional use, you represent that you have the right to provide that material.

Unless otherwise agreed in writing, you grant Retail Blackbook a non-exclusive, worldwide, royalty-free license to use, reproduce, display, format, adapt, and distribute such voluntarily submitted public or promotional content for operating and promoting Retail Blackbook.

Retail Blackbook does not claim ownership of intellectual property that remains yours.

IMPORTANT:

Materials submitted privately for customer support, damage claims, warranty claims, identity verification, payment disputes, or other non-promotional purposes are NOT automatically licensed for advertising or promotional use merely because they were submitted to Retail Blackbook.

Retail Blackbook may use such private materials as reasonably necessary to process the applicable transaction, claim, support matter, fraud review, or legal obligation.

Users may not submit unlawful, defamatory, fraudulent, infringing, threatening, malicious, deceptive, or unauthorized content.

Retail Blackbook may provide access or links to manufacturer websites, carrier systems, payment services, catalogs, maps, videos, social networks, financing providers, technology tools, or other third-party resources.

Those third-party services are controlled by their respective operators.

Retail Blackbook is not responsible for unrelated third-party content, privacy practices, service availability, cybersecurity practices, representations, or terms.

A link or integration does not necessarily constitute Retail Blackbook's endorsement of every product, statement, or practice of that third party.

Customers should review material third-party terms and policies where appropriate.

You may not use Retail Blackbook:

• for unlawful or fraudulent purposes;
• to impersonate another person or entity;
• to submit false payment, identity, billing, tax, or shipping information;
• to compromise account or marketplace security;
• to introduce malware or malicious code;
• to interfere with operation of the marketplace;
• to circumvent access controls;
• to unlawfully scrape, harvest, or extract protected information;
• to infringe intellectual-property rights;
• to harass, threaten, or abuse another person;
• to submit fraudulent reviews or claims;
• to engage in unauthorized resale, diversion, or commercial exploitation inconsistent with an applicable Retail Blackbook program;
• or to engage in conduct prohibited by applicable law.

Retail Blackbook may take reasonable steps to protect customers, vendors, manufacturers, systems, and the business from prohibited activity.

Retail Blackbook's collection, use, storage, and disclosure of personal information is governed by the applicable Privacy Policy.

Payment providers, manufacturers, warehouses, carriers, delivery companies, protection-plan providers, fraud-prevention providers, and other service providers may receive information reasonably necessary to complete a transaction or provide requested services.

You consent to receiving transactional electronic communications reasonably related to:

• your account;
• orders;
• payments;
• refunds;
• shipping;
• delivery;
• returns;
• claims;
• warranties;
• security;
• membership;
• fraud prevention;
• or customer support.

Transactional communications may be sent by email, account notification, telephone, text message, or another reasonable method using the contact information associated with your account or transaction.

Marketing email and promotional SMS communications remain subject to applicable consent, unsubscribe, and opt-out requirements.

Consent to receive promotional text messages is not a condition of purchasing merchandise unless expressly permitted by law.

Where a separate SMS or marketing program applies, its applicable terms also govern participation.

To the extent permitted by applicable law, electronic actions may evidence acceptance of these Terms and related transaction terms.

Acceptance may include:

• checking an agreement box;
• electronically signing;
• submitting an order after being presented with applicable terms;
• enrolling in a membership after receiving applicable disclosures;
• or another affirmative electronic action indicating agreement.

Retail Blackbook may maintain electronic records relating to an agreement or transaction, including:

• the applicable Terms version;
• incorporated policy versions;
• acceptance timestamp;
• order identifier;
• account identifier;
• membership information;
• transaction details;
• and related records.

Electronic records and signatures will be given the legal effect provided by applicable law.

Retail Blackbook does not guarantee that the website, marketplace, member area, product database, applications, or online services will operate without interruption or error at all times.

Services may temporarily be unavailable because of:

• maintenance;
• updates;
• security needs;
• technical failures;
• third-party outages;
• internet or utility interruptions;
• or circumstances outside Retail Blackbook's reasonable control.

Retail Blackbook may modify, suspend, or discontinue website functionality when reasonably necessary.

Changes to digital functionality do not erase completed purchase obligations or other duties imposed by applicable law.

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Retail Blackbook and its owners, officers, employees, affiliates, and agents from third-party claims, losses, liabilities, and reasonable expenses arising directly from:

• your unlawful use of Retail Blackbook;
• your fraud or intentional misconduct;
• your material violation of these Terms;
• your infringement of a third party's rights;
• or your unauthorized misuse or redistribution of protected Retail Blackbook information.

This provision does not require a consumer to indemnify Retail Blackbook for Retail Blackbook's own fraud, willful misconduct, unlawful conduct, or other obligations that applicable law does not permit Retail Blackbook to transfer.

Retail Blackbook may suspend or terminate marketplace or account access for legitimate reasons including:

• material violation of these Terms;
• fraud;
• unauthorized access;
• abusive conduct;
• misuse of protected information;
• threats to marketplace security;
• repeated payment abuse;
• or other unlawful activity.

Termination of marketplace access does not automatically cancel completed purchase obligations or eliminate outstanding payment, delivery, warranty, refund, claim, or other obligations that survive under applicable law.

Retail Blackbook may preserve records as reasonably necessary for legal, accounting, fraud-prevention, warranty, security, or transaction purposes.

Before filing a lawsuit concerning a dispute arising from these Terms or a Retail Blackbook transaction, the parties agree, where reasonably practicable, to first attempt to resolve the dispute informally.

A customer may provide Retail Blackbook written notice describing:

• the customer's name and applicable account information;
• the order, product, membership, or transaction involved;
• the nature of the dispute;
• relevant supporting information;
• and the resolution requested.

Unless urgent circumstances require otherwise, Retail Blackbook and the customer will have at least 30 days after receipt of reasonably sufficient written notice to attempt a good-faith resolution before either party initiates a non-emergency court proceeding.

Notice may be sent to the verified support contact stated in Section 55.

This informal process does not prevent:

• a legally permitted small-claims action;
• a request for emergency or temporary injunctive relief;
• a statutory complaint to a governmental or regulatory agency;
• a lawful payment-card dispute;
• or an action that must be filed sooner to prevent expiration of a legal claim.

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-law principles, except to the extent a consumer is entitled to non-waivable protections of another jurisdiction.

To the extent permitted by applicable law, any court proceeding arising from these Terms or a Retail Blackbook transaction that is not properly brought in small claims court will be brought in a state or federal court having jurisdiction in Maricopa County, Arizona.

The parties consent to personal jurisdiction and venue in those courts to the extent such consent is legally enforceable.

Nothing in this section deprives a consumer of a venue, remedy, statutory protection, or other right that applicable law does not permit the parties to waive.

You may not assign or transfer an account, membership, or material contractual right under these Terms to another person without Retail Blackbook's consent where consent is reasonably required.

Retail Blackbook may assign these Terms in connection with:

• a merger;
• acquisition;
• financing;
• corporate reorganization;
• sale of substantially all relevant assets;
• transfer of the Retail Blackbook business;
• or transfer to an affiliated or successor business;

subject to applicable law.

Retail Blackbook's failure or delay in enforcing a provision of these Terms on one occasion does not constitute a waiver of that provision or its right to enforce that provision or another provision in the future.

A waiver is effective only to the extent expressly given.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent legally permitted or severed as appropriate.

The remaining provisions will continue in effect.

Product-specific disclosures, manufacturer restrictions, selected delivery services, approved freight quotes, protection-plan terms, VIP enrollment disclosures, promotional terms, trade-program terms, product-specific return restrictions, or other terms expressly presented and accepted in connection with a particular transaction may supplement these Terms.

If a transaction-specific or program-specific term directly conflicts with these general Terms concerning that specific subject, the more specific accepted term will control to the extent of the conflict unless applicable law requires otherwise.

Except where expressly stated otherwise, these Terms are intended to govern the relationship between Retail Blackbook and the applicable user or customer.

They are not intended to create contractual enforcement rights in unrelated third parties.

This section does not affect rights that a manufacturer, payment provider, protection-plan provider, carrier, or other party independently possesses under a separate agreement or applicable law.

Retail Blackbook may update these Terms as the marketplace evolves or as legal, operational, or business requirements change.

The current version will display its effective date or last-updated date.

Changes generally apply prospectively.

Where required by law or appropriate because a change materially affects an existing relationship, Retail Blackbook may provide additional notice or request renewed acceptance.

Updating the website after a completed purchase does not retroactively rewrite the terms applicable to that completed transaction merely because a newer Terms version is later posted.

These Terms, together with transaction-specific terms and policies expressly incorporated by reference, constitute the agreement between Retail Blackbook and the user concerning the subjects they address.

They supersede prior inconsistent terms concerning the same subject matter.

Nothing in this section prevents Retail Blackbook and a customer from entering into a separate written agreement that is signed or affirmatively electronically accepted by both parties.

Provisions that by their nature should survive termination, account closure, or completion of a transaction will survive as appropriate.

These may include provisions concerning:

• unpaid obligations;
• confidentiality;
• intellectual property;
• transaction records;
• warranty and claim administration;
• limitations of liability;
• indemnification;
• dispute resolution;
• governing law;
• and other provisions that reasonably require continued effect.

Questions regarding these Terms may be directed to:

Retail Blackbook

Email: info@retailblackbook.com

Phone: 480-823-6884

Website: RetailBlackbook.com