Terms of Use

Last Updated: 28 January 2026

Welcome to Wayfair!

Wayfair LLC and its subsidiaries and affiliates, including Wayfair Illinois LLC ("Wayfair", "we", "us" or "our"), provide website features and other products and services to you when you visit or shop our family of websites (including mobile websites) and our mobile applications, or use our software in connection with any of the foregoing, in each case subject to your compliance with these Terms of Use. Our family of websites and applications includes Wayfair.com and the Wayfair mobile application, as well as our other U.S. websites and mobile applications, including AllModern, Birch Lane, Joss & Main and Perigold (collectively, the "Sites").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES. These Terms of Use constitute an agreement between Wayfair and you. Additional terms and conditions apply to some services offered on the Sites (e.g., the Wayfair Professional Program, Home Services, and Gift Cards) or through other channels. Those terms and conditions can be found where the relevant service is offered on the Sites or otherwise and are incorporated into these Terms of Use by reference. We recommend that you print out a copy of these Terms of Use for your records.

By using the Sites, you affirm that you are able and legally competent to agree to and comply with these Terms of Use. If you do not agree to these Terms of Use or if you are not legally competent to agree to them, then you may not use the Sites.

Please note that these Terms of Use contain provisions that govern the resolution of claims between Wayfair and you, including an arbitration agreement, class action waiver, and jury trial waiver that affect your rights. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. Please see the Legal Disputes section for complete details and review carefully.

Privacy & Security

Please review our Privacy Policy, which is incorporated into these Terms of Use and also governs your use of the Sites. To the extent there is a conflict between the terms of the Privacy Policy and these Terms of Use, the Terms of Use govern.

Information security is important to Wayfair. We have established appropriate physical, electronic and managerial safeguards to protect the information that we collect from or about our users. Wayfair does, however, reserve the right at all times to disclose any information as Wayfair deems necessary to satisfy any applicable law, regulation, legal process or governmental request. Please click here for more information.

You are responsible for all activities that occur under your account on the Sites, and for establishing security procedures for maintaining the security and confidentiality of passwords associated with your account. You may not share your account or password with anyone, and you agree to (1) notify Wayfair immediately of any unauthorized access to or use of your password or any other breach of security; and (2) exit from your account at the end of each session on the Sites. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself.

Changes

Wayfair reserves the right, at any time, to change these Terms of Use, our Privacy Policy and/or the Sites. Changes, however, shall not apply retroactively to claims for which you or Wayfair have given notice. Your use of the Sites following any such change constitutes your agreement to follow and be bound by the Terms of Use and/or Privacy Policy as revised. The revised Terms of Use and/or Privacy Policy supersede all previous versions, notices or statements regarding the Sites. If we request, you agree to sign a non-electronic version of these Terms of Use.

We will notify you of any change to these Terms of Use by any reasonable means, such as by updating the "Last Updated" date at the top of these Terms of Use.

Intellectual Property Rights

The Sites contain valuable trademarks and service marks owned and used by Wayfair, including but not limited to, Wayfair, the Wayfair design logo, Joss & Main, AllModern, Birch Lane, Perigold, and the tag lines "every style every home" and "a zillion things home" (collectively, the "Wayfair Marks"). Any use of the Wayfair Marks without the prior written permission of Wayfair is strictly prohibited, except for lawful non-commercial consumer speech, such as in an honest review or complaint. The arrangement and layout of the Sites, including but not limited to, the Wayfair Marks, images, text, graphics, buttons, screenshots, music, digitally downloadable files, and other content or material (collectively, the "Site Content"), are the sole and exclusive property of Wayfair.

UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITES OR ANY AI FEATURES IS PROHIBITED AND MAY BE AN INFRINGEMENT OF WAYFAIR PATENTS AND INVENTIONS.

Wayfair uses a network of independent product and content suppliers, distributors and other such third parties to supply some of the products and content advertised on the Sites. All other trademarks, service marks, product names, package designs and company names or logos associated with these product and content suppliers, distributors and other such third parties that are not owned by us but appear on the Sites are the property of their respective owners.

For claims of copyright infringement, please see our Copyright Policy.

From time to time, the Sites permit the submission of content, such as comments, photographs, text, graphics, moving images, sound, illustrations, blogs and product reviews, or any content or information that you publish through social media and permit us to feature by your use of the Wayfair Social Tags (as defined herein) or general written consent, whether generated by you and other users (in each case, "User Content"). User Content is governed by these Terms.

You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information or ideas that you submit to or post or publish on the Sites is non-confidential and non-proprietary. You acknowledge that you will not be paid for Wayfair’s use of your User Content.

By submitting User Content directly or by using the Wayfair Social Tags (as defined herein), you represent and warrant to Wayfair that: (i) you have used and are personally familiar with the product that is the subject of your User Content, (ii) your User Content is accurate, honest, and reflects your opinion, (iii) your User Content contains clear and conspicuous disclosures if your User Generated Content is submitted as a result of a sweepstakes entry or gift from Wayfair, (iii) does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (iv) you own or have the legal right to use and authorize Wayfair to use your User Content, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (v) your User Content does not violate Wayfair’s Acceptable Use Policy set forth below; (vi) and that you will indemnify Wayfair for all claims resulting from User Content that you supply.

As between you and Wayfair, you will retain all of your ownership rights in and to your User Content. By submitting User Content to Wayfair, you hereby grant to Wayfair a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, adapt, translate, reformat, publish, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that Wayfair (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed. You also hereby grant: (i) to Wayfair the right to use the name and social media user profile associated with your User Content, and (ii) to each user of the Sites a non-exclusive license to access your User Content through the Sites and to use, access, watch, reproduce, distribute, transmit, forward, display and perform such User Content in whole or in part, to the extent permitted by the Sites under these Terms of Use. We may display your User Content or create and display derivative works, including but not limited to advertisements, from your User Content on pages or mediums where your User Content may be viewed by you or others, and we may use your User Content or the created derivative works to advertise, market and promote Wayfair or the Sites.

Wayfair calculates a product’s star rating using a proprietary algorithm instead of a simple average. This algorithm considers factors such as the recency of the review, whether the product was purchased directly from Wayfair, and review distributions within product classes to provide an accurate and contextualized representation of each product.

Wayfair does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Wayfair reserves the right but is not obligated to monitor User Content or other content sent to or through the Sites. Wayfair has the right to refuse, remove, edit or delete any User Content and/or to terminate any user’s access to the Sites for any reason. Wayfair takes no responsibility and assumes no liability for User Content. To the extent that User requires that User Content must be taken down due to third party copyright claims, please review our Copyright Policy.

When you tag us, we may want to share the User Content that you post.

BY USING #WAYFAIRATHOME, #WAYFAIR, #SHAREWITHWAYFAIR, #WAYFAIRFINDS, #YESALLMODERN, @PERIGOLD, #PERIGOLDDESIGN, #MYBIRCHLANE, @BIRCHLANE, #MYJOSSANDMAIN, @JOSSANDMAIN, #AMCOMMUNITY, @ALLMODERN, OR @WAYFAIR AND ANY OTHER SIMILAR SOCIAL MEDIA TAG IN ANY WAY RELATED TO ANY OF THE SITES (THE “WAYFAIR SOCIAL TAGS”), EACH USER AGREES TO PROVIDE WAYFAIR WITH AN UNRESTRICTED, IRREVOCABLE, ROYALTY-FREE, PERPETUAL, FULLY PAID-UP, TRANSFERABLE, WORLDWIDE LICENSE TO USE THE UPLOADED IMAGE(S), TEXT, GRAPHICS, MOVING IMAGES, SOUND, AND ILLUSTRATIONS, OR ANY OTHER MATERIALS IN ANY AND ALL MARKETING MATERIALS, ON SPONSOR’S WEBSITES, AND THROUGH ALL SOCIAL MEDIA CHANNELS. EACH USER REPRESENTS AND WARRANTS THAT UPLOADED IMAGES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, COPYRIGHTS AND TRADEMARK RIGHTS.

For the avoidance of doubt, nothing in the agreement waives or limits any consumer rights under California Civil Code 1670.8. You retain the right to make any public statements about your experiences with Wayfair.

Chatbots and Use of Generative AI

The Sites and Site Content may offer or integrate certain artificial intelligence features, including Chatbots or other Generative AI (each as defined below and collectively, "AI Features"). Any AI Feature is considered part of the Sites, and your use of an AI Feature is considered part of your use of the Sites. Further, the Sites, Site Content or AI Features may contain valuable subject matter protected by patent applications, or patents (collectively, the "Wayfair Patents and Inventions") These AI Features are subject to the following additional terms:

You acknowledge that the use of AI Features may result in information, responses, content, data, recommendations and other materials generated and/or provided for you and other users through AI Features (collectively, the "Output") that are inaccurate, incomplete or out-of-date or otherwise not fit for use (including from a legal and/or business perspective). AI Features may also misunderstand the content, including text, instruction, images or other materials, that you input (the "Input"). Wayfair assumes no responsibility and disclaims all warranties in the Outputs. Before using any Output, you should carefully review all Outputs (including pricing information) for accuracy and to ensure that such Output meets your needs.
Unless an associated disclosure states otherwise, the Output may be based on information available on the Sites or provided by manufacturers, suppliers or other third parties (e.g. Wayfair service providers), customer reviews or other User Content, or other publicly available information, and third-party AI models. Any views or opinions expressed in the Output do not necessarily reflect those of Wayfair and should not be attributed to Wayfair.
AI Features may be subject to additional terms and conditions, including the terms and conditions of Wayfair’s third party service providers. Wayfair is not responsible for the functioning, availability, or accuracy of third-party services integrated into the Sites or the AI Features.
You will not use any AI Features:
- To produce violent, abusive, or deceptive content or to otherwise cause harm.
- For deceptive, misleading or unethical practices that are or might be detrimental to Wayfair or the general public.
- To take any action that would otherwise constitute a violation of these Terms of Use.
You are responsible for any Input you submit and making sure that such Input is appropriate and permissible under these Terms of Use. You will ensure that any Input you provide does not infringe upon, misappropriate or violate any copyright, trademark, privacy, publicity, or other intellectual or proprietary right of any third party and that, unless specifically requested by Wayfair in connection with a particular AI Feature, any Input does not include any confidential or proprietary data, personal information, or other similarly restricted data, content, or information.
Additionally, you understand and agree that Input to the AI Features may not be kept confidential, and any of your User Content (including but not limited to the Inputs), as well as your purchasing history from the Sites, your use of promotions as well as personal information, may be used to further enhance and improve the AI Features, the underlying model and the Sites as well as to generate Output. Inputs will be collected, used and retained by Wayfair in order to answer questions and inquiries from you as well as other users, to help improve how the AI Features operate, and for the other purposes described in our Privacy Policy. Though you have a right to use all Outputs generated by the AI Features, the Outputs are owned by Wayfair.
The AI Features are provided on an "as-is" basis. We make no warranties about their accuracy or that they will meet your expectations.
We will not be liable for your use or inability to use the AI Features, any inaccurate information generated by the AI Features, or any materials generated by the AI Features.
Portions of the Sites may contain content created, in whole or in part, using artificial intelligence or Generative AI ("AI-Generated Content"), including images, product descriptions, design renderings, and other text or visual media. AI-Generated Content may depict fictional people, scenes, or settings and is provided for illustrative purposes only. AI-Generated Content is subject to the same disclaimers and limitations of liability set forth in these Terms of Use regarding AI Features and Output.

"Chatbot" means an application feature or interface by which you are able to engage in voice or text communications that are intended to mimic human interactions and conversations, including through the use of Generative AI and third-party large language models.

"Generative AI" means artificial intelligence, including large language models made by us or third parties, capable of generating new text, images, or other media.

Product Orders

The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. Wayfair reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of an order. However, by confirming your purchase at the end of the checkout process, you agree to accept and pay for the products as well as the shipping and handling charges and applicable taxes. The sales tax is based on the applicable state and local tax rates and laws, as well as the relevant circumstances such as the shipping, destination and/or service location of your order. For example, certain orders placed via mobile application while engaging with store-specific mobile application features are accepted, and payment is deemed received, at the participating store location, so that in some states the order will be deemed placed at the store location. As another example, orders placed on the Sites without using a store-specific mobile application, for shipment to destinations within the State of Illinois, are sold by Wayfair Illinois LLC, as indicated by your email order confirmation and invoice. Please consult a tax professional for more information regarding the applicable sales tax on your order. Your email order confirmation and invoice will identify the seller of record for your order and the applicable sales tax rate. Prices and availability of products on the Sites are subject to change without notice. Errors will be corrected when discovered and Wayfair reserves the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted). Certain orders constitute improper use of the Sites and the Wayfair Rewards Program described below. Wayfair reserves the right, at its sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at Wayfair's sole discretion. Items purchased pursuant to a quantity discount may be re-priced upon cancellation.

About Our Prices

Where a product listing on our Sites references a higher price, typically denoted by a strikethrough (e.g. "$549"), such higher price represents the retail price suggested by the manufacturer or supplier. In the absence of a price suggested by the manufacturer or supplier, this price represents the highest price at which we offered or sold the product at some point in the past. For “Flash Deals”, where a product is temporarily being sold at a reduced price, an additional strikethrough price is presented that represents a recent previous price before the Flash Deal promotion. The "Sale" tag on a product listing on our Sites signifies that we are selling the product at a discount from a price in the previous 90 days. The Wayfair's Choice badge represents a shortlist of highly-rated, well-priced products we know customers love.

When we use the term “Closeout,” we mean either that the product has been permanently reduced and will not return to the original price or that the product is temporarily being sold at a reduced price in order to clear an overstock of either Wayfair or supplier inventory. Prices of products listed on our Sites as “Closeout” may fluctuate during the “Closeout” promotion period for such products. For temporary “Closeout” pricing, such products may return to prices that are equal to or greater than their original prices upon expiration of the applicable “Closeout” promotion period.

We do not price match. Promotional codes can only be applied during purchase. Customer Service will be unable to honor any promotional code adjustments post-order.

Prices and promotions on the Sites may differ from prices and promotions at our physical retail locations.

Mobile Devices, SMS, and Mobile Applications

If you use a mobile device to access pages of the Sites optimized for mobile-viewing, opt in to receive SMS (text messages) from Wayfair (as/when available), or use a mobile application, the following additional terms and conditions ("Mobile Terms") also apply to you. Your access to the Sites via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms of Use.

By opting in, you agree to receive promotional and personalized marketing text messages (e.g., SMS and MMS) on your mobile device from Wayfair, including text messages that may be sent using an automatic telephone dialing system, to the phone number you provided when signing up or any other phone number that you designate. These messages may be recurring or one-time messages.

Message frequency varies. Wayfair reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Wayfair also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so.

Our SMS text messaging programs may include:

84047: Promotional messages, message frequency varies
84047: Shopping cart reminders, message frequency varies
76069: Order updates and / or authentication texts, message frequency varies
69434: Customer service interactions and delivery coordination, message frequency varies
23892: Two-factor authentication

Your consent is not required as a condition of purchasing any goods or services from Wayfair. You can opt out at any time and for any reason by following provided instructions or by texting "STOP" to the number associated with the SMS message. You will receive one further message confirming you are unsubscribed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that Wayfair and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Wayfair through any other programs you have joined until you separately unsubscribe from those programs. If you wish to join again, you can opt in at any time.

By agreeing to receive SMS messages from Wayfair, you certify that you are over 18 years of age and (a) you are the mobile account holder or (b) you have the account holder's permission to enroll the designated mobile phone number and understand that message and data rates may apply. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Sites or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Please contact your participating mobile service provider for pricing plans, participation status and details. Wayfair, its service providers, and the mobile carriers are not liable for delivered or undelivered content. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the location and nature of use and the type of mobile device on which you install and use the mobile application.

View our Privacy Policy here.

Communications with Wayfair

For all communications made to or with Wayfair, including but not limited to feedback, questions, comments, suggestions and the like: (i) you will have no right to confidentiality in your communications and Wayfair will have no obligation to protect your communications from disclosure; (ii) Wayfair will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) Wayfair will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

Limitation on Liability

IN NO EVENT WILL WAYFAIR OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR VIA OTHER CHANNELS, INCLUDING BUT NOT LIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OF THE SITES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITES OR ANY INFORMATION CONTAINED THEREIN, INCLUDING USER CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF WAYFAIR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

You hereby acknowledge that the preceding limitation on liability will apply to all content, merchandise and services available through the Sites or other channels. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent permitted by law. Regardless of the previous paragraphs, if Wayfair is found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount in dispute not to exceed the total amount which you paid to us in the twelve (12) months prior to the action giving rise to the liability or (b) USD $100.

IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU MUST PROVIDE NOTICE TO WAYFAIR, PURSUANT TO THE PROCESS REFERENCED BELOW, OF ANY CLAIM WITHIN ONE YEAR OF ITS ACCRUAL OR YOUR CLAIM IS WAIVED AND TIME-BARRED.

Legal Disputes

ARBITRATION AGREEMENT; JURY TRIAL WAIVER; CLASS ACTION WAIVER; JURISDICTION AND VENUE.

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT. THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, "CLASS ACTION") IN ARBITRATION OR LITIGATION.

THIS SECTION ALSO ADDRESSES THAT YOU AND WAYFAIR ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Unless expressly limited by this arbitration provision, arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. In arbitration you may be entitled to recover attorneys' fees from us to the same extent as you would be in court.

For purposes of this Section, the terms "Wayfair," "our," "we," or "us" include Wayfair LLC, its parent and affiliates, as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Wayfair or its present or future affiliates or subsidiaries.

a) Arbitration Agreement

YOU AND WAYFAIR AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION BASIS). ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.

You and Wayfair agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration. Where otherwise applicable, the laws of the Commonwealth of Massachusetts apply. Should any action proceed in court (other than in small claims court), we and you each irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts of the Commonwealth of Massachusetts for the adjudication of all non-arbitral claims.

For purposes of this Section, "Dispute" shall include, but is not limited to, any claims or controversies between you and Wayfair that are related in any way to these Terms of Use, including, but not limited to, your use of the Site, sales, returns, refunds, cancellations, defects, policies, privacy, advertising, and/or any communications between you and Wayfair, whether occurring on the Site, in-store, or otherwise, even if the Dispute arises after the termination of your relationship with Wayfair. "Dispute" also includes, without limitation, claims that: (a) you bring against Wayfair; (b) Wayfair brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Wayfair, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) are for mental or emotional distress or injury not arising out of physical bodily injury (e) arose before you entered into these Terms of Use or out of a prior agreement with Wayfair (including, without limitation, claims relating to advertising); (f) are subject to ongoing litigation where you are not a party or a member of a certified class; and/or (g) arise after the termination of these Terms of Use.

"Dispute," however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property, which shall not be subject to arbitration or the notice and informal process described below.

The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute; and (d) whether the arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement—all of which are for a court of competent jurisdiction to decide.

These Terms of Use and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.

You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action and to a trial by jury to the fullest extent permitted by applicable law.

(1) Mandatory Pre-Arbitration Informal Dispute Resolution

You and Wayfair agree to engage cooperatively to try to resolve any Dispute informally prior to you or Wayfair initiating an arbitration proceeding. You or Wayfair must first send a written notice to the other party providing a detailed description of the Dispute; your or our name and contact information (address, telephone number, email address, and account number if applicable); sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details); and a detailed description of: (a) the nature and basis of the Dispute and any claims and (b) the nature and basis of the relief sought (including a detailed calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). The notice must be individualized, meaning it can only concern only your dispute and no other person’s dispute. Our notice to you must be personally signed by a Wayfair representative (and our attorney if we are represented by legal counsel).

Our notice to you must be sent to the most recent contact information that you have provided to us.

For a period of 60 days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you agree to personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential early resolution of the matter. If requested by you in connection with a notice initiated by us, we agree to have a Wayfair representative personally participate in an individualized, telephone settlement conference (and if we are represented by an attorney, our attorney may also participate). If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.

Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.

All of the Mandatory Pre-Arbitration Informal Dispute Resolution Procedures set forth in this section are essential so that you and Wayfair have a meaningful opportunity to resolve disputes informally. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Informal Dispute Resolution Procedures. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

(2) Arbitration Rules and Procedures; Individualized Relief; Fees

The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration demand and certification must be personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by a Wayfair representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing the arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel.

The arbitration will be administered by NAM under its applicable rules, including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable ("NAM Rules"), as modified by this Arbitration Agreement. If NAM is unavailable or unwilling to administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement. Payment of all arbitration fees will be governed by the NAM Rules as modified by this Arbitration Agreement. Wayfair will consider a request to reimburse the consumer filing fee upon a demonstration of hardship. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with NAM regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing. You and Wayfair reserve the right to request a hearing in any matter from the arbitrator. You and Wayfair agree that you and a Wayfair representative will personally appear at any hearing (along with your and our respective legal counsel, if the parties are represented by counsel). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed-upon location.

The arbitration will be conducted by a single arbitrator who will apply these Terms of Use as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only. The arbitrator shall issue a reasoned written award. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator after entry of an award. The arbitration award shall have no preclusive effect in any other arbitration or proceeding that does not involve you and Wayfair. An award that has been satisfied may not be entered in court.

UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND WAYFAIR AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A "PUBLIC INJUNCTION." THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.

(3) Additional Procedures for Mass Filings

If 25 or more similar Disputes (including yours) are asserted against Wayfair by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), consistent with the definition and criteria of Mass Filing set forth in the NAM Rules, you understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed and ultimately proceed in court if not resolved through the process set forth below. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims.

If your claim is part of a Mass Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that the Mass Filing is first submitted to NAM until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section.

STAGE ONE: Your counsel and our counsel shall each select 25 Disputes (per side) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their 25 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Wayfair shall pay the mediator’s fee.

STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Wayfair shall each select 50 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 50 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage Two). Each of the 100 cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Wayfair shall again pay the mediator’s fee.

STAGE THREE: If the remaining Disputes have not been resolved at the conclusion of Stage Two, counsel for the claimants and counsel for Wayfair shall each select 100 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 100 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this third staged process can be increased by agreement of counsel for the parties (and if there are fewer than 200 Disputes, all shall proceed individually in Stage Three). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Three. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this third set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One, Two and Three), and Wayfair shall again pay the mediator’s fee.

Upon the completion of the global mediation session set forth in Stage Three, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may only proceed in a court of competent jurisdiction consistent with these Terms of Use. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Three (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.

A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.

The Additional Procedures for Mass Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms of Use.

(4) Opt-out

You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to email within 60 days of the first time you agreed to terms with Wayfair that included an arbitration agreement. You must include: (a) your name and residential address; (b) the email address and/or telephone number associated with your account; and (c) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with these Terms of Use. By opting out of arbitration, all other provisions in these Terms of Use, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

(5) Severability and Survival

Except as specifically provided in the Arbitration Agreement , if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of these Terms of Use.

(6) Future Changes to Arbitration Agreement

If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to email within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Wayfair in accordance with this version of the Arbitration Agreement.

(7) Confidentiality

Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

b) Waiver of Jury Trial; Waiver of Class Actions.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND WAYFAIR WAIVE THE RIGHT TO A JURY TRIAL. YOU AND WAYFAIR ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.