Hello,How can we help you?

Last Updated: June 13, 2024

IMPORTANT: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION I.25 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND THE WALMART ENTITIES (AS DEFINED BELOW) ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

 I.            Site, Account and Membership Terms of Use

1.       Introduction

Welcome to the family of websites and applications provided by Walmart Business. These Terms of Use govern your access to and use of all Walmart Business Sites, among other things. By using the Walmart Business Sites, you affirm that you are of legal age to enter into these Terms of Use, or, if you are not, that you have obtained parental or guardian consent to enter into these Terms of Use and your parent or guardian consents to these Terms of Use on your behalf. If you violate or do not agree to these Terms of Use, then your access to and use of the Walmart business Sites is unauthorized. Additional terms and conditions apply to some services offered on the Walmart Business Sites or through other channels. Those terms and conditions can be found where the relevant service is offered on the Walmart Business Sites or otherwise and are incorporated into these Terms of Use by reference. These Terms of Use hereby incorporate by reference all Additional Terms and any additional Walmart policies that are accessible on the Site and which apply to your access to and use of Walmart Business.

Please read these Walmart Business Terms of Use (these “Terms”) carefully. These Terms apply to Business Members (as defined in Section 4 below), holders of a Business Account (as defined in Section 3 below) and anyone else who accesses, transacts with or otherwise uses Walmart Business (as defined below). Your use of Walmart Business constitutes your consent to these Terms.

If you are a Business Member, these terms also govern your Business Membership (as defined in Section 4 below) as further set forth in Section 4 below (Membership Terms). By entering into and maintaining your Business Membership, you agree to be bound by these Terms, including Section 4 (Membership Terms).

DEFINED TERMS:

In these Terms of Use:

• When we say “Walmart,” we mean Walmart Inc., Walmart Business, and any affiliates, subsidiaries, directors, officers, employees and agents. We also refer to Walmart and/or Walmart Business as “we”, “us”, or “our” (or words of similar import). But when we say “Walmart Entities,” we mean Walmart, its suppliers, vendors, contractors, and licensors.
• When we say “Walmart Business,” “Walmart Business Sites” or “the Site,” we mean www.business.walmart.com, the Walmart Business Apps, and all related functionality, (including but not limited to Chatbots and other Generative AI Features, defined in Section II.10), services, and Content offered by or for Walmart Business on or through www.business.walmart.com and the Walmart Business Apps or the systems, servers, and networks used to make the Walmart Business Sites available, as well as any additional materials, services, products or benefits we may make available to Business Members or holders of a Business Account from time to time. Certain materials, services, products or benefits may be subject to additional terms and conditions (“Additional Terms”), and if you use or purchase such products or services, you are agreeing to be bound by such Additional Terms of Use.
• When we say “Walmart Business Apps,” we mean the official “Walmart Business App” for iPhone and Android, which can be downloaded from the iTunes App Store or the Google Play Store.
• When we say “you” or “your” we mean any user of any Walmart Business Site, both you as an individual and the Eligible Organization you represent and any person who had notice of these Terms of Use.
• A few other key terms used in these Terms of Use:
  • When we say “Chatbot,” we mean 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.
  • When we say “Content,” we mean merchandise information, product descriptions, reviews comments, messages, reviews, communications, feedback, submissions, suggestions, questions, and other information, data, content, and materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, music clips or downloads, video clips, written and other materials and Inputs (as defined in Section II.10)).
  • When we say “Generative AI,” we mean artificial intelligence, including large language models made by us or third parties, capable of generating new text, images, or other media.
  • When we say “Ideas,” we mean ideas, concepts, feedback, and know-how that you make available in connection with the Walmart Business Sites.
  • When we say “make available,” we mean post, transit, publish, upload, distribute, transmit, display, provide, or otherwise submit or make available (including through any part of the Walmart Business Sites administered by third-party social media platforms (e.g., Facebook or Instagram) that allow interaction with the Walmart Business Sites through the tools offered by such social media platforms. Certain materials, services, products or benefits may be subject to additional terms and conditions (“Additional Terms”), and if you use or purchase such products or services, you are agreeing to be bound by such Additional Terms of Use.
  • When we say “Materials,” we mean Content that Walmart Entities make available on or through the Walmart Business Sites and Outputs (as defined in Section II.10).

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: While there are important points throughout these Terms of Use, please note the warranty disclaimers and limitations on Walmart’s liability explained in Sections 22 and 23, respectively.

UPDATES: We may update these Terms of Use from time to time, and will notify you of such changes by any reasonable means, including by posting revised Terms of Use through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms of Use incorporating such changes or otherwise notified you of such changes. You agree that it is your responsibility to check the Site regularly for any updated Terms of Use. In addition, by continuing to use or access Walmart Business or otherwise engaging with Walmart after we post any changes, you accept the updated Terms of Use. The “Last Updated” legend above indicates when these Terms of Use were last changed.

2.       Your Eligibility

You represent and warrant that your organization is a valid business entity, government entity, or non-profit organization (each, an “Eligible Organization”). If you are an individual, please visit Walmart.com instead. If you are uncertain whether your organization is an Eligible Organization, please contact us as described in Section 28 (Contact Us).

You also represent and warrant that you are an authorized representative of your organization and have the legal authority (as well as the legal capacity) to bind your organization when using Walmart Business, and you hereby agree to this Agreement on behalf of yourself and your organization. If you do not have such authority and capacity, you are not permitted to use or access Walmart Business and we may immediately terminate your use of and access to Walmart Business.

3.       Business Accounts

3.i.      Account Creation and Verification

In order to transact on Walmart Business, you must first register for an account. As part of the account registration process, you must provide us with certain required information, which may include the name of your business, address, phone number and email address, among other possible information.

You acknowledge that we may share the information you provide as part of the account registration process with our third-party service providers in order to verify your eligibility for a Business Account.

We may reject, or require that you change, any username, password or other information that you provide to us in the account registration process. We may require you to provide to us additional business information for verification or due diligence purposes (“Additional Verification”).

After you have completed the account registration process, an account on Walmart Business will be created for you (a “Business Account”). If we require you to undergo Additional Verification after the creation of your Business Account, you may be able to transact on Walmart Business while such Additional Verification is in progress. However, Walmart will have the right, in our sole discretion, to suspend or terminate your Business Account, including by limiting any or all transactions on Walmart Business, until all Additional Verification is complete to our satisfaction.

 3.ii.      Account Security

You are solely responsible for maintaining the confidentiality and security of your Business Account, including your username and password. Walmart is not responsible for any losses arising out of the unauthorized use of your Business Account. You agree that Walmart does not have any responsibility if you lose or share access to your device. Any agreement between you and the issuer of your credit card, debit card, or other form of payment will continue to govern your use of such payment method on Walmart Business. You agree that Walmart is not a party to any such agreement, nor is Walmart responsible for the content, accuracy, or unavailability of any method used for payment. Your Business Account may be restricted or terminated for any reason, at our sole discretion. Except as otherwise provided by law, at any time without notice to you, we may change, restrict access to, suspend, or discontinue Walmart Business or any portion of Walmart Business.

4.       Membership Terms

This section includes terms specific to users who apply for, purchase or otherwise use or access (for example, through a trial) a membership offered by Walmart Business (such users, “Business Members” and such membership, a “Business Membership”). It does not apply to other users (including holders of free Business Accounts or other users of the Site).

4.i.      General Membership Policies

If you already hold a valid Business Account, you may apply to become a Business Member by following the procedures described on the Site or otherwise made available to you by Walmart. If you do not already hold a valid Business Account, you must create a Business Account (including successful completion of all required verification described above) before applying for a Business Membership.

Walmart reserves the right to accept, refuse or revoke Business Memberships with or without cause at any time in its sole discretion. From time to time, Walmart may choose in its sole discretion to add, remove or modify benefits available to Business Members.

You may not transfer or assign your Business Membership or any Business Membership benefits, with the exception of authorizing Additional Users of your Business Account (pursuant to Section 5 below). You agree not to use your Business Membership on behalf of or for the benefit of any person or entity other than the organization you represent.

 4.ii.      Membership Period and Fees

4.ii.1.                   Fees and Period

The fees for Business Memberships are stated in the membership sign-up process. From time to time, we may offer different terms and the fees for Business Memberships may vary. The Business Membership fee is non-refundable except as expressly set forth in these Terms of Use. Sales, excise or other similar taxes may apply to the Business Membership fee. Walmart reserves the right to change the fees charged for Business Memberships from time to time.

The annual fee for a Business Membership covers a 12-month period.

4.ii.2.                   Trials

From time to time, Walmart may offer trials for Business Memberships. Such trials are limited to one per Eligible Organization. Trials may be governed by terms that are separate from or supplement these Terms of Use. If you participate in any trials, please review the applicable rules as well as our Privacy Policy.

You may cancel your Business Membership at any time during your trial. If you cancel during the trial period, you will not be able to use or access your Business Membership, and will lose the benefits of the trial immediately. For clarity, even if you cancel your Business Membership during the trial period, you will still have access to your free Business Account.

4.ii.3.                   Payment Method

To sign up for a trial or a Business Membership, you must have at least one valid credit card, debit card, or other payment type (which Walmart may accept from time-to-time) on file at all times (a “Payment Method”). You can change your default Payment Method at any time. To remove all Payment Methods, you must cancel your Business Membership.

4.ii.4.                   Payment Resubmittals

If all Payment Methods we have on file for you are declined for payment of the applicable fee, you agree that we may resubmit the applicable fee for payment to your issuing bank(s). Any resubmittal attempts will be made first to your default Payment Method, and then to other Payment Methods you have on file. Once payment is authorized by an issuing bank on a Payment Method on file, all other resubmittals will be discontinued. If, after all resubmittals, payment is still not authorized by your issuing bank(s), your Business Membership will be automatically cancelled and your benefits will end. You may have the ability to sign up for a Business Membership thereafter through your Business Account. Your new term will be based on the date that you sign up.

4.iii.      Membership Renewal and Cancellation

4.iii.1.                 Auto-Renewal

BUSINESS MEMBERSHIPS ARE FOR A ONE-YEAR TERM. FOLLOWING ANY APPLICABLE FREE TRIAL PERIOD, YOU WILL BE CHARGED IMMEDIATELY FOR THE INITIAL ONE-YEAR TERM. FOLLOWING THE INITIAL ONE-YEAR TERM, YOUR BUSINESS MEMBERSHIP SUBSCRIPTION WILL AUTOMATICALLY RENEW, AND WE WILL CHARGE ANY PAYMENT METHOD WE HAVE ON FILE FOR YOU FOR AN ADDITIONAL ONE-YEAR TERM AT THE FEE(S) THEN IN EFFECT PLUS ANY APPLICABLE TAXES. THEREAFTER, WE WILL CONTINUE TO AUTOMATICALLY RENEW YOUR TERM ON A RECURRING BASIS, AND UPON SUCH RENEWAL CHARGE ANY PAYMNET METHOD WE HAVE ON FILE FOR YOU FOR THE FEE(S) THEN IN EFFECT PLUS ANY APPLICABLE TAXES, WITHOUT FURTHER NOTICE TO YOU (EXCEPT TO THE EXTENT THAT NOTICE IS REQUIRED BY APPLICABLE LAW) UNLESS AND UNTIL YOU CANCEL YOUR BUSINESS MEMBERSHIP BY FOLLOWING THE BUSINESS MEMBERSHIP CANCELLATION PROCESS DESCRIBED BELOW. To avoid being charged for a new term, you must cancel your membership subscription before the end of the current term. If you cancel, you can continue to use or access your Business Membership until the end of your term (for clarity, the foregoing does not apply if you are accessing your Business Membership through a trial and cancel during the trial period).

4.iii.2.                 Cancellation Procedure

You may cancel your Business Membership by calling Walmart Business Customer Care (833) 707-1245, through your Business Account or online as otherwise described on the Site. There are no refunds for Business Membership fees paid, except as expressly provided in these Terms of Use. If you cancel, you can continue to use and access your Business Membership until the end of your then-current active term. Your Business Membership will then convert into a free Business Account.

Walmart may terminate your Business Membership at our discretion without notice or liability to you. If we do so, we will give you a full refund for any term that has not yet expired. However, we will not give any refund for termination related to conduct that we determine, at our discretion, violates these Terms of Use or any applicable law, involves fraud, abuse or other misuse of the Business Membership or any of its benefits, or in our sole discretion is harmful to our interests or those of another user.

4.iv.      Membership Benefits

4.iv.1.                  Walmart Business Rewards

Please see the Walmart Business Rewards Program Terms in Section II(3) below for additional terms and conditions governing the rewards program for Business Members.

4.iv.2.                  Free Shipping

The free shipping and no order minimum benefits provided to Business Members are dependent upon inventory availability, available delivery time slots and, in some cases, the delivery address. Walmart may exclude certain Products (as defined below) from these benefits at our sole discretion. For more information about the details of the free shipping and no order minimum benefits provided to Business Members, please see the FAQ available at here.

5.       Additional Users

As either a Business Member or a holder of a free Business Account, you may authorize other members of your organization to create Walmart Business accounts that are associated with your Business Membership or free Business Account (“Additional Users”). As part of the creation of such Additional User accounts, Walmart may require that you, or your Additional Users, provide additional required information.

Each Business Member and each holder of a free Business Account is permitted to authorize up to four (4) Additional Users, unless otherwise expressly permitted by Walmart in writing. You are responsible for, and will be liable for, all acts and omissions that occur under your Business Membership or free Business Account, including those of all of your Additional Users. You are solely responsible for ensuring that all of your Additional Users comply with these Terms of Use.

If you are an Additional User, you acknowledge and agree that the Business Member who has authorized your use of Walmart Business will be able to view certain information regarding your use of Walmart Business, including your transaction history.

6.       Tax Exempt Purchasers

To obtain tax-exempt purchasing privileges for purchases on Walmart Business, you must follow the tax-exempt registration procedure as described on the Site. As part of this process, you may be required to provide additional information to Walmart to confirm your tax-exempt status (for example, a valid state tax-exempt number).

You represent and warrant that any information you provide to Walmart as part of the tax-exempt registration process is valid, accurate, and complete. You will promptly notify Walmart of any updates or changes to your tax-exempt status and will promptly provide Walmart with any updated information or documentation. If you purchase any products or services for a tax-exempt purpose and use those products or services for any other purpose, you will report and pay all taxes required under applicable law. If you are a tax-exempt organization, all tax-exempt purchases must be used exclusively by your organization for tax-exempt purposes only. You will comply with all other applicable requirements for tax-exempt purchases under applicable law.

You will hold Walmart harmless from and will indemnify Walmart against any claim, loss or expense occurring from any failure to comply with your resale permits or any other tax-exempt requirements, and your exemption will be subject to immediate cancellation.

You further agree that if you do not use the products or services purchased with your tax-exempt account for the purpose for which your tax exemption applies, you will report and pay sales and use taxes directly to the state relating to the products or services to the extent required by law. In order to qualify for exemption, you may be required by law to pay us using your organization’s payment method (e.g., a company credit card) and not a personal payment method (e.g., a personal credit card). To the extent you have a Business Account, you acknowledge that if you, or any business user accounts associated with your Business Account, make tax exempt purchases with a tax exemption certificate associated with the Business Account, that those purchases are made with the tax-exempt organization’s funds. You will comply with such requirement to the extent required by law.

7.       Use of the Site

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Walmart to use the Site, Walmart hereby grants to you and your Additional Users a non-sublicensable, revocable, limited right and license to view one (1) copy of any portion of the Site to which we provide you access under this Agreement, solely for your internal business purposes.

You certify that the Content you provide on or through Walmart Business is accurate and that the information you provide on or through Walmart Business is complete.

In connection with Walmart Business, you will not:

• Make available any Content through or in connection with Walmart Business that is or may be in violation of the content guidelines set forth in Section 8(iii) (Prohibited Content) below.
• Make available through or in connection with Walmart Business any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or is potentially harmful, invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.
• Use or access Walmart Business for any purpose that is fraudulent or otherwise tortious or unlawful.
• Harvest or collect information about users of Walmart Business.
• Interfere with or disrupt the operation of Walmart Business or the systems, servers, or networks used to make Walmart Business available, including by hacking or defacing any portion of Walmart Business; or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using Walmart Business.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) Walmart Business except as expressly authorized in these Terms of Use, without Walmart’s express prior written consent.
• Reverse engineer, decompile, or disassemble any portion of Walmart Business, except where such restriction is expressly prohibited by applicable law.
• Remove any copyright, trademark, or other proprietary rights notice from Walmart Business.
• Frame or mirror any portion of Walmart Business, or otherwise incorporate any portion of Walmart Business into any product or service, unless you obtain Walmart’s express prior written consent to do so.
• Systematically download and store any Walmart Materials.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather any Walmart Materials, to reproduce or circumvent the navigational structure or presentation of the Site, or to make automated purchases from the Site without Walmart’s express prior written consent.
• Cause injury to any person or entity.
• Violate any law, rule, or regulation or these Terms of Use.

You will not use Walmart Business or Walmart’s name, logo, or brand to (1) send any unsolicited or unauthorized Content, including advertising, promotional materials, email, junk mail, spam, or other form of solicitation; or (2) use any meta tags or other hidden text or metadata utilizing a Walmart trademark, logo, URL, or product name without Walmart’s written consent.

You will not attempt to do anything, or permit, encourage, assist, or allow any third party to do anything, prohibited in this Section 7, or attempt, permit, encourage, assist, or allow any other violation of these Terms of Use.

8.       Content and Ideas

 8.i.      Submitting Content and Ideas

Walmart provides functionality that enables users to make available ideas, concepts, feedback and know-how (collectively, “Ideas”) and Content in connection with their use of Walmart Business. Any text in Content should be written in English. You acknowledge and agree that you are responsible for all Content and Ideas you make available in connection with Walmart Business. You represent and warrant that (1) you have the authority to grant the rights in such Content and Ideas as set forth in these Terms of Use, including in Section 8(ii) (Walmart’s Rights to Use Content and Ideas) below; and (2) such Content and Ideas, and the use of such Content and Ideas, will not violate any term of these Terms of Use. This means you will be responsible for the legality, the accuracy, the appropriateness, the originality and your rights in any such Content and Ideas.

8.ii.      Walmart’s Rights to Use Content and Ideas

You grant to Walmart a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display (publicly or otherwise) any Content that you make available, in any media or medium, and in any form, format, or forum now known or hereafter developed. You further agree that Walmart is free to use any Ideas for any purpose. Walmart may sublicense its rights in Content and Ideas through multiple tiers of sublicenses. Walmart is, and will be, under no obligation (1) to maintain any Content or Idea in confidence; (2) to pay any compensation for any Content or Idea; or (3) to respond to any Content or Idea. You grant to Walmart the right to use any name associated with any Content or Idea that you make available to Walmart, although Walmart has no obligation to exercise such right, or to otherwise provide any attribution for any Content or Idea.

8.iii.      Prohibited Content

You agree that you will not make available Content in connection with Walmart Business that:

• is false, fraudulent, inaccurate, or misleading;
• contains your full name(s), or any other confidential personally identifiable information of yourself or others;
• violates any local, state, federal, or international laws or is otherwise tortious;
• is protected by or would infringe on the rights of others (including Walmart), including any patent, copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
• is obscene, indecent, pornographic, or otherwise objectionable;
• is derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Walmart in its sole discretion;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
• is violent or threatening, or promotes violence against, or actions that are threatening to, any individual or group;
• contains advertisements, solicitations, or spam links to other web sites or individuals, without prior written permission from Walmart;
• contains or relates to chain letters or pyramid schemes;
• impersonates another business, person, or entity, including Walmart, its related entities, employees, and agents;
• violates any policy posted on Walmart Business; or
• is intended to cause harm, damage, disable, or otherwise interfere with Walmart Business or our partners.

9.       Monitoring by Walmart

Walmart will have the right (but not the obligation), in our sole discretion, to monitor, evaluate, and analyze Content, and any use of and access to Walmart Business, including to determine compliance with these Terms of Use and any other operating rules that may be established by Walmart from time to time. Walmart will also have the right (but not the obligation), in our sole discretion, to edit, move, delete, or refuse to make available any Content made available through Walmart Business for any reason, including violation of these Terms of Use, whether for legal or other reasons. Despite this right of ours, you are solely responsible for any Content you make available, and you agree to indemnify Walmart for all claims resulting from any Content you make available.

10.   Materials Available on Walmart Business

Walmart and its suppliers and licensors (Walmart Entities) may make available Materials. The Materials are for educational and informational purposes only, and errors may appear from time to time. Before you act in reliance on any Materials, you should confirm any facts that are important to your decision. The Walmart Entities make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of any Materials. If you find an error on the Site, you can let us know by contacting us at https://business.walmart.com/help.

NOMATERIALS RELATED TO HEALTH, WELLNESS, PRESCRIPTIONS, OR PHARMACEUTICALS ARE INTENDED TO SUBSTITUTE FOR THE DIAGNOSIS, TREATMENT AND ADVICE OF A MEDICAL PROFESSIONAL, AND SUCH MATERIALS DO NOT COVER ALL POSSIBLE USES, PRECAUTIONS, SIDE EFFECTS, AND INTERACTIONS, AND SHOULD NOT BE CONSTRUED TO INDICATE THAT ANY DRUG IS SAFE OR EFFECTIVE FOR YOU. CONSULT THE PRODUCT INFORMATION (INCLUDING PACKAGE INSERTS) REGARDING DOSAGE, PRECAUTIONS, WARNINGS, AND INTERACTIONS, AND YOUR MEDICAL PROFESSIONAL, FOR GUIDANCE BEFORE USING ANY PRESCRIPTION OR OVER-THE-COUNTER DRUG.

THE WALMART ENTITIES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE MATERIALS.

11.   Merchandise

Walmart Business may make available listings, descriptions, and images of goods and services (collectively, “Products”). Such products may be made available by us or by third parties. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained on the Site). Such information and the availability of any Product are subject to change at any time without notice.

We have made efforts to accurately display the attributes of Products, including the applicable colors. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will accurately reflect actual product color or finish. In addition, certain weights, measures, and similar descriptions are approximate and are for convenience only.

We sell Products for children’s use; however, these Products are intended for sale to adults.

Walmart has no liability to you for content on the Walmart Sites that you find to be offensive, indecent, or objectionable. Certain videos, movies, TV programs, video games, computer games, and other Products are labeled with age restrictions or are intended for individuals of certain ages or “mature audiences” only. By ordering an age-restricted item, you certify that you satisfy the age restrictions.

Walmart is not responsible for, and cannot guarantee the performance of, goods and services provided by third parties, including any Walmart Entity, Marketplace Retailer (as defined in section II (5) below), our advertisers or other third parties to whose sites we link. While our goal is to provide accurate information, product packaging and material may contain more and/or different information than that provided on Walmart Business, including the product description, country of origin, nutrition, ingredient, allergen, and other information. Always read labels, warnings, directions, and other information provided with the product before using or consuming the product. For additional information about a product, please contact the manufacturer. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or health condition. If you find a product is not as described, your sole remedy is to return it in unused condition (excluding Products that are not eligible for return), in accordance the Walmart Business return policy. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the purchase, possession, and use of any Product.

12. Third Party Sites

Except as expressly specified otherwise by Walmart in writing, to you or on the Site, references on Walmart Business to any names, marks, products, or services of third parties, or links to third-party sites or information, are not an endorsement, sponsorship, or recommendation of the third party or its information, products, or services. Walmart is not responsible for the content of any third-party linked site or any link contained in a linked site, including any third-party social media or mobile app platform with which Walmart Business operates or otherwise interact, nor is Walmart responsible for the acts or omissions of any operator of any such site or platform. Your use of any such third-party site or platform is at your own risk, and will be governed by such third party's terms and policies (including its privacy policy).

13.   Placing an Order

13.i.      Order Acceptance and Billing

You represent and warrant that you have the right to use any credit card or other means of payment that you provide to us. By providing payment card information to us, you authorize us to store and use the card as a payment method for purchases made through your Business Account or Business Membership, including on Walmart Business affiliated sites and properties which you access via your Business Account credentials. Walmart participates in account update services offered by some banks. If your bank participates in account updater services, these services will automatically update your card number or expiration date in our system when it changes. If you do not want to have your cards automatically updated, you can opt out of these services by contacting your issuing bank. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of these Terms of Use and may result in cancellation of your order. Before accepting an order, we may also request additional information from you. Verification of information may be required before the acknowledgment or completion of any purchase. We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. Walmart may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.

By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products, as well as all shipping and handling charges and applicable taxes and fees. You will not be charged for most orders until the order has shipped. Some exceptions (when you will be charged at the time your order is placed) are: (i) orders or preorders paid for with a Gift Card, eGift Card, or PayPal account; and (ii) orders paid using the in-store “Cash” payment method, if available.

Walmart reserves the right, including without prior notice, to limit the quantity of items purchased per Business Account, Business Membership or per order for any reason. We will attempt to notify you should such limits be applied. Certain Products offered for sale on Walmart Business may have restrictions on the quantity that can be ordered per Business Account or Business Membership. You are not permitted to attempt to circumvent these restrictions, and any attempt to do so will be deemed a violation of these Terms of Use. Walmart Business reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Use, “reselling” will be defined as purchasing or intending to purchase any Product from Walmart for the purpose of engaging in a commercial sale of the same Product to a third party.

In addition to any other remedies available to it, Walmart may in its sole discretion restrict or terminate your Business Account or Business Membership or cancel or refuse orders for violations or abuse of the Walmart Business returns policy.

13.ii.      Pricing Information; Availability; Special Orders

Walmart cannot confirm the price or availability of an item until after your order is placed. Pricing or availability errors may occur on Walmart Business. The receipt of an order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product. Walmart reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from Walmart.

With respect to orders designated as “special orders” or a similar designation, (a) Walmart reserves the right, at its sole discretion, to refuse or cancel such orders for any reason, even after your receipt of an order confirmation or shipping notice from Walmart; and (b) you may not be able to cancel such orders after placement, even before your receipt of an order confirmation or shipping notice from Walmart.

Walmart may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

Pricing for products on Walmart Business may be different from prices available in Walmart stores or on Walmart.com.

13.iii.      Promotional Codes

Promotional codes are limited in nature and may expire or be discontinued with or without notice. Promotional codes are void where prohibited by law. Promotional codes may not be copied, sold, or otherwise transferred. They are not redeemable for cash and are subject to cancellation or change at any time for any reason without notice. We reserve the right in our discretion to impose conditions on the offering of any promotional code.

13.iv.      Gift Cards

The risk of loss and title to any gift cards passes to the purchaser upon our electronic transmission to the recipient or delivery to the carrier, whichever is applicable. Your purchase and use of gift cards is subject to the full terms and conditions related to gift cards, available at https://business.walmart.com/help/article/gift-card-terms-and-conditions/e949c6cb64354a779868406c7b5033d8.

14.   Shipping and Delivery

Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on Walmart Business. All transactions are made pursuant to a shipping contract, and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier and/or freight forwarder.

You are not permitted to use Walmart Business (whether through a Business Account or Business Membership) to ship any Products to your own customers or any third parties.

Delivery of Products purchased from Walmart Business to addresses outside the United States is limited and may not be available. Some Products also have restricted delivery within the United States. Some Products may be available for pick up at physical Walmart store locations. Estimated delivery times are determined based on the method of shipping chosen when Products are purchased and the destination of the Products.

15.   Returns

Your purchases from Walmart through Walmart Business are governed by the Walmart Business Standard Return Policy. Certain Products may have their own return policy as set forth on the Site, which may be separate from or supplement the standard return policy.

16.   Trade Control Laws

You acknowledge that (a) goods licensed or sold on Walmart Business, and (b) any software or technology purchased, downloaded, or used from Walmart Business, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and you agree to comply with all applicable laws. You agree, represent, and warrant that neither any Materials nor the Walmart Business App will be accessed from, downloaded in, released in, carried to, transferred to, transshipped through, exported to, or re-exported (collectively “Transferred”) to any territory (or national resident thereof), person, entity, or organization to which such Materials or the Walmart Business App could not be lawfully Transferred directly from the U.S. or by a U.S. person without a license, including without limitation to any person on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.

You will, and will cause your subsidiaries and affiliates to, comply with all applicable U.S. export and import control laws and economic sanctions laws and regulations (including those laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 C.F.R. Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 C.F.R. Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 C.F.R. Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 C.F.R. Parts 500-599) and all comparable export and import laws outside the United States where you or your subsidiaries and affiliates conduct business (collectively, “Trade Control Laws”). You will establish and maintain internal controls, policies and procedures intended to provide reasonable assurance regarding compliance with all applicable Trade Control Laws.

None of you nor any of your subsidiaries or affiliates, is or is owned or controlled by, (x) any governmental entity subject to sanctions under applicable Trade Control Laws, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, or any other country or territory subject to comprehensive territorial sanctions by the United States or United Nations (“Sanctioned Countries”) or (y) individuals or entities identified on, or owned or controlled by or acting on behalf of entities identified on, applicable government restricted party lists (such as the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Denied Persons List, Unverified List, and Entity List) (collectively, “Restricted Parties”). None of you nor any of your subsidiaries or affiliates, will engage in or facilitate any activities with Sanctioned Countries or Restricted Parties.

None of you nor any of your subsidiaries or affiliates will (x) engage in or facilitate activities directly or indirectly related to any end-uses that are restricted by Trade Control Laws (including but not limited to nuclear, missiles, chemical or biological weapons end-uses) or (y) export, re-export, store, host or otherwise transfer your data (or data licensed to you), information, services or other activities subject to any applicable export licensing requirement or authorization under Trade Control Laws without obtaining the appropriate export license or authorization, and will at all times comply with the terms and conditions of such export licenses and authorizations. Upon the request of Walmart, you will notify Walmart of the applicable export control classifications applicable to your products, software and technology, and any export licenses or authorizations.

You will be solely responsible for compliance with all applicable Trade Control Laws related to your use of Walmart Business or Materials. You acknowledge that Walmart Business Products and Materials are subject to the Export Administration Regulations (“EAR”), and you expressly assume all responsibility for exporting Products and/or Materials outside of the U.S. You further certify that you will comply with all applicable U.S. laws and regulations when exporting, re-exporting, or transferring Walmart Business Products and/or Materials, including, but not limited to, those referenced in this Section 16.

17.   Intellectual Property

Walmart Business and all Materials, and all copyrights, trademarks, trade dress, and other intellectual property rights therein (collectively, the “IP”), are owned or controlled by or licensed to Walmart, and are protected by U.S. and international trademark, copyright, and other intellectual property laws. Materials are licensed (not sold) to end users. Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by Walmart to use or access Walmart Business, you may access, view, download, and print Materials for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark, or other proprietary designations contained on all Materials; (2) do not modify or alter Materials in any way; and (3) do not provide or make available Materials to any third party in a commercial manner. In addition, subject to your compliance with these Terms of Use, you may, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, install and use the Walmart Business App on a mobile device that you own or control, solely for your internal business purposes. If you fail to comply with any of the terms and conditions of these Terms of Use, you must immediately cease using the Walmart Business App and remove (i.e., uninstall and delete) the Walmart Business App from your device(s).

No license, right, title, or interest in Walmart Business or any Materials is transferred to you as a result of your use of Walmart Business or your accessing, viewing, downloading, or printing of Materials. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell, or participate in any sale of or exploit in any way, in whole or in part, any of Materials or Walmart Business. Walmart Business and the Materials may be used only as a business shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of Walmart Business and the Materials is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of Walmart Business and Materials is the exclusive property of Walmart and is also protected by U.S. and international copyright laws.

WALMART, WAL-MART, WALMART BUSINESS, the WALMARTBUSINESS.COM names and logos, and all other graphics, logos, page headers, button icons, scripts, and service names included in or made available through Walmart Business are trademarks or trade dress of Walmart in the U.S. and other countries. All other marks are the property of their respective companies.

18.   Procedure for Making a Claim of Copyright Infringement

We respect the intellectual property of others. If you believe that your work has been copied and is accessible on the Walmart Business Sites in a way that constitutes copyright infringement, please see our DMCA Procedure (available at https://business.walmart.com/help/article/claims-of-intellectual-property-infringement/55e783fa57194338867da88217fbde6d) for instructions on how to contact us to report possible copyright infringement.

19.   Privacy

You acknowledge that any personal information that you provide through Walmart Business will be used by Walmart in accordance with Walmart’s Privacy Policy (available at http://corporate.walmart.com/privacy-security/walmart-privacy-policy) or with other applicable Walmart privacy policies (available at https://corporate.walmart.com/privacy-security), all of which may be updated by Walmart from time to time. If you purchase an item on Walmart Business sold by a Marketplace Retailer or a Walmart supplier, Walmart may share certain information with that Marketplace Retailer or supplier to permit the Marketplace Retailer or supplier, as applicable, to fulfill and ship your order, process returns, and provide customer service.

You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to disclose to Walmart and its third-party service providers your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely to verify your identity and prevent fraud for the duration of the business relationship. See the Walmart Privacy Policy for how Walmart treats your data.

20.   Third-Party Software and Licensing Notices

Walmart Business may include certain third-party technologies and open source materials (collectively, “Third-Party Technology”). Your use of such Third-Party Technology is subject to these Terms of Use, as well as well the applicable terms and conditions of such third parties, set forth at https://business.walmart.com/help/article/third-party-software-and-licensing-notices/f9f11cf125bb4001b324311f7d573839 which is incorporated in these Terms of Use by reference.

21.   Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through Walmart Business may be governed by rules that are separate from or supplement these Terms of Use. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Use, the Promotion rules will govern.

22.   Disclaimer of Warranties

WALMART BUSINESS, AND ALL CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH WALMART BUSINESS, AND/OR WALMART STORE LOCATIONS, ARE PROVIDED BY WALMART ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WALMART ENTITY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF WALMART BUSINESS OR THE CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE WALMART ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE WALMART ENTITIES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, FOR ANY MERCHANDISE OFFERED. YOU ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOUR USE OF WALMART BUSINESS IS AT YOUR SOLE RISK. THIS SECTION 22 DOES NOT LIMIT THE TERMS OF ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF AN ITEM THAT IS SOLD BY WALMART TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF WALMART BUSINESS AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF WALMART BUSINESS MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO WALMART ENTITY IS RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM WALMART BUSINESS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Walmart may make available features through Walmart Business designed to help you control or limit purchasing activity (including purchases by Additional Users) or to analyze your purchasing activity. These features are provided for your convenience, but may not always be accurate, and do not limit your responsibility to pay for all purchases made by you and your Additional Users (including purchases that exceed any controls or limits that you set).

23.   Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WALMART ENTITIES WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE EVEN IF AN AUTHORIZED REPRESENTATIVE OF A WALMART ENTITY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THIS DISCLAIMER APPLIES TO, BUT IS NOT LIMITED TO, ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION FAILURE, NETWORK OR SYSTEM OUTAGE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OF USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. SUBJECT TO THE FOREGOING, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE COLLECTIVE LIABILITY OF ALL WALMART ENTITIES, IN THE AGGREGATE, FOR ANY DAMAGES WILL NOT EXCEED THE GREATER OF (1) THE MOST RECENT SUBSCRIPTION FEE PAID BY YOU TO WALMART FOR YOUR BUSINESS MEMBERSHIP OR (2) $100.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, NO WALMART ENTITY WILL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY SELLER (INCLUDING ANY MARKETPLACE RETAILER), SHOPPER, OR OTHER USER OF WALMART BUSINESS.

24.   Indemnification

You agree to defend (at Walmart’s option), indemnify, and hold the Walmart Entities harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of Walmart Business or any breach by you of these Terms of Use. Walmart reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with Walmart if and as requested by Walmart in the defense and settlement of such matter.

25.   Disputes, Arbitration, Class Action Waiver, Severability, Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

 25.i.      Arbitration Agreement

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, YOU AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND WALMART, INCLUDING ANY PRODUCTS OR SERVICES OFFERED OR SOLD BY WALMART OR THE WALMART ENTITIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF USE, YOU AND WALMART AGREE THAT EACH IS WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. This paragraph may be referred to as the “Arbitration Agreement” in these Terms of Use.

25.ii.      Class Action and Mass Action Waiver

YOU AND WALMART AGREE THAT ANY ARBITRATION REQUIRED BY THE ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. You and Walmart each agree to waive the right to have any dispute or claim subject to the Arbitration Agreement brought, heard, administered, resolved, or arbitrated as a class arbitration, class action, collective action, or Mass Action to the maximum extent permitted by law. “Mass Action” means a situation in which a party is represented by a law firm or other representative, or a collection of law firms or other representatives, that has initiated more than one hundred (100) arbitration Demands with common questions of law or fact against Walmart within 180 days of initiating your arbitration Demand. This paragraph may be referred to as the “Class Action and Mass Action Waiver” in these Terms of Use. Nothing in these Terms of Use precludes you from bringing issues to the attention of federal, state, or local government agencies and, if the applicable law allows, such agencies may seek relief against Walmart for you.

25.iii.    Initiating a Demand for Arbitration.

Any arbitration required by the Arbitration Agreement shall be initiated by You or Walmart by sending the other a written demand for arbitration (“Demand”) only via first-class mail, FedEx, or UPS within the statute of limitations period. Your Demand shall be delivered to: Walmart Inc. Legal Department, 702 SW 8th Street, Mailstop 0215, Bentonville, AR 72716. The Demand must include (i) the name, telephone number, mailing address, and email address of the person or entity seeking arbitration; (ii) a statement of the legal claims asserted and the factual basis for those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy; (iv) the original personal signature on behalf of the party seeking arbitration; and (v) the original personal signature of any legal counsel or other representative purporting to represent the party seeking arbitration. For purposes of this paragraph, “original personal signature” does not include any digital, scanned, electronic, copied, or facsimile signature. An original personal signature on the Demand certifies the following: (i) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The original personal signature on behalf of the party seeking arbitration shall verify under penalty of perjury that the factual statements contained in the Demand are true and correct. Compliance with this paragraph tolls any applicable statute of limitations as to any dispute or claim subject to the Arbitration Agreement that is stated in the Demand.

25.iv    Filing a Demand for Arbitration.

A party seeking arbitration of any dispute or claim subject to the Arbitration Agreement shall submit a copy of the Demand to the American Arbitration Association (“AAA”) sixty (60) or more days after the Demand is initiated pursuant to Section 25.iii of these Terms of Use. The arbitration will be administered by the AAA pursuant to the current AAA Commercial Arbitration Rules, except to the extent modified by these Terms of Use. The AAA rules and instructions are available on the AAA website at www.adr.org/commercial.

25.v. Conduct of Arbitration.

In any arbitration of a dispute or claim that is subject to the Arbitration Agreement:

1. You or Walmart may file such dispositive motions as would be permitted by the Federal Rules of Civil Procedure without obtaining permission from the arbitrator. Upon the filing of any dispositive motion, the arbitrator may stay all further action and deadlines in the arbitration until deciding such motion.
2. The parties shall have the right to conduct such discovery from the opposing party or any third party that is proportional to the needs of the claim or dispute, considering the importance of the issues at stake, the amount in controversy, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Proportionality shall be decided by the arbitrator when requested by either party.
3. The arbitrator shall conduct any calls, conferences, or hearings by teleconference or videoconference, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person hearing will be held at a location that is reasonably convenient. You and an employee of Walmart shall attend all arbitrator calls, conferences, and hearings.
4. A party may make a written offer of judgment at least seven (7) days before the date set for the arbitration hearing.
5. If the arbitrator finds that a party’s claim, counterclaim, or appeal was frivolous, asserted in bad faith, or pursued for purposes of harassment, the arbitrator shall award the opposing party its attorneys’ fees, costs, and expenses and all amounts charged by AAA for the arbitration.
6. The arbitrator will follow these Terms of Use and the law. The arbitrator shall not have the authority to commit errors of law or legal reasoning. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party’s claim. The arbitrator may not award relief for or against anyone who is not a party, though the individual relief awarded by the arbitrator may incidentally affect non-parties.
7. You or Walmart may appeal an arbitration award that manifestly disregards the law by filing a notice of appeal with the AAA within 30 days after an award is rendered and delivered to the parties. The AAA Appellate Arbitration Rules shall governed to the extent not inconsistent with these Terms of Use.

25.vi. Process for Arbitration Bellwether Demands.

If twenty-five (25) or more Demands for arbitration of a dispute or claim subject to the Arbitration Agreement are initiated (i) that involve common questions of law or fact and (ii) where the initiating parties are represented by the same law firm, the same group of coordinated law firms, or the same representative, then such Demands shall be coordinated pursuant to this paragraph. The group of claimants and group of respondents shall each select five (5) Demands, for a total of ten (10), to be filed with AAA (collectively the “Bellwether Demands”). Each of the Bellwether Demands shall be assigned by AAA to a different arbitrator chosen from its national roster. After ninety (90) days from the date all Bellwether Demands have been arbitrated and any appeals exhausted, any remaining Demands subject to this paragraph may be filed with AAA. The AAA Supplementary Rules for Multiple Case Filings shall apply to the extent they are not inconsistent with this paragraph. Notwithstanding any other provision in the Terms of Use, You and Walmart agree that a court of competent jurisdiction shall have authority to enforce the terms of this paragraph with injunctive or other relief.

25.vii. Severability.

If (i) any dispute or claim subject to the Arbitration Agreement is filed as a class arbitration, class action, collective action, representative action, or Mass Action and (ii) if the Class Action and Mass Action Waiver is held invalid or unenforceable as to such dispute or claim, then the Arbitration Agreement does not apply to that dispute or claim and such dispute or claim must be brought in a court of competent jurisdiction. If any provision of Section 25 other than the Class Action and Mass Action Waiver is held invalid or unenforceable as to a particular dispute or claim, then such provision shall be severed from the Terms of Use, and the remainder of the Terms of Use shall be enforceable to the maximum extent permitted by law.

25.viii. Applicable Law.

The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of Section 25 of these Terms of Use. If the FAA is found not to apply to any portion of Section 25 of these Terms of Use, then the applicable laws of the State of Arkansas shall apply without regard to choice-of-law principles.

26.   Termination

These Terms of Use are effective unless and until terminated by either you or Walmart. You may terminate these Terms of Use at any time, provided that you discontinue any further use of Walmart Business. However, if you are a Business Member, your right to terminate is subject to all applicable policies (including those related to cancellation and refunds) for Business Members in Section 4 (Membership Terms) above. We also may terminate these Terms of Use at any time and may do so immediately without notice, and deny you access to Walmart Business, if in our sole discretion you fail to comply with any term or provision of these Terms of Use. Upon any termination of these Terms of Use by either you or Walmart, you must promptly uninstall and delete the Walmart Business App from your devices and must promptly destroy all Materials and other Content downloaded or otherwise obtained from Walmart Business, as well as all copies of such Content, whether made under these Terms of Use or otherwise. The following sections will survive any termination of these Terms of Use: “Use of the Sites,” “Content and Ideas,” “Monitoring by Walmart,” “Materials Available on Walmart Business,” “Merchandise,” “Third Party Sites,” “Placing an Order,” “Shipping and Delivery,” “Export Policy,” “Intellectual Property” (excluding the rights granted to you in that Section), “Privacy,” “Third-Party Software and Licensing Notices,” “Indemnification,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Disputes and Arbitration; Applicable Law,” and “General”.

27.   Government Business Members

For purpose of these Terms of Use, Walmart is not a U.S. federal government contractor or subcontractor, nor a U.S. federal grant recipient or subrecipient. No Business Member shall impose any statutory, regulatory, or contractual obligation on Walmart that would cause Walmart to become a U.S. federal government contractor or subcontractor, or a U.S. federal grant recipient or subrecipient in connection with these Terms of Use.

Suppliers, third-party sellers, and service providers for Walmart shall not be considered government contractors or subcontractors in connection with these Terms of Use.

If you are a government entity these Terms of Use – including Sections I.4.iii.1 (AutoRenewal), I.23 (Limitation of Liability), I.24 (Indemnification), I.25 (Disputes, Arbitration, Class Action Waiver, Severability, and Applicable Law), and I.26 (Termination) – apply only to the extent consistent with applicable law. Walmart specifically agrees to apply the applicable federal, state or local law to any disputes with government entity Business Members.

28.   General

These Terms of Use represent the complete agreement and understanding between you and Walmart and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms of Use. These Terms of Use do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Walmart. Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section. Except as provided in Section 25 above, if any provision of these Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use will remain in full force and effect. Except as provided in Section 25 above, these Terms of Use shall be interpreted and governed by the applicable laws of the State of Arkansas without regard to choice-of-law principles. The failure of Walmart to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit Walmart's rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under will Terms of Use without restriction. Any use of the term “including” or variations thereof in these Terms of Use will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to this these Terms of Use) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

29.   How to Contact Us

If you have any questions or comments, please contact us at https://business.walmart.com/help, or by mail at the following address: Walmart Business, 702 S.W. 8th Street, Bentonville, AR 72716 or by phone at (833) 707-1245. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

II.            Additional Terms

1.       Walmart Pickup and Delivery

Walmart Business may offer pickup services (“Walmart Pickup”) to certain Business Members and Business Account holders at select Walmart retail stores. Walmart Pickup allows you to order on the Site and pick up your goods at select Walmart retail stores. Your participation is subject to these Walmart Pickup Additional Terms as well as the Walmart Business Terms of Use and other Walmart rules and policies that may be applicable. By participating in Walmart Pickup, you acknowledge that you have read these Walmart Pickup Additional Terms, understand them and agree to be bound by them. Walmart may amend these Walmart Pickup Additional Terms from time to time without notice.

Walmart reserves the right to limit the availability of Walmart Pickup and reserves the right to charge a restocking fee for orders not picked up on time or not picked up.

Not all items are eligible for Walmart Pickup.

Merchandise is subject to availability and to the Walmart Business Terms of Use. If the item you requested is not available, you will not be charged for that item. Select items require proof of age.

i.Orders

• Once you have placed an order for Walmart Pickup and delivery, we will send you an order acknowledgment by email setting out what you have ordered. This is not an order confirmation or acceptance from us.
• There may be a minimum order value, which may change from time to time. In addition to the price of goods, a delivery charge as shown at checkout, if applicable, will also be payable by you. All prices quoted are exclusive of tax and you will see estimated taxes and fees when you place the order. The final taxes and fees will be calculated on the day your order is picked and delivered, or picked up, as applicable. In the event your order must be fulfilled using products of different weight or volume than what you ordered, you will be charged only for the actual weight or volume delivered.
• Due to shipment and delivery times, there are limitations on when changes or cancellations to orders can be made. These limitations will be provided when you place your order. For Pickup and delivery orders that are delivered to you, title to the goods purchased by you and the related risk of loss on these items passes to you upon delivery of the items to the carrier.
• We may, in our discretion, provide you with a refund in certain circumstances. If you are not satisfied with your order, please contact the Walmart Business Customer Care Team by clicking the Contact Us button at https://business.walmart.com/help.
• Notwithstanding the foregoing, all refunds will be subject to our discretion.
• We aim to deliver your goods within the delivery or pickup window you selected when placing your order, but do not guarantee that goods will be delivered or available for pickup on or by a certain date. Walmart will not be liable for delivering the goods outside of the requested delivery or pickup slot or failing to deliver or make available for pickup all or any of the goods in your order.
• We can only deliver to an address stored in your address book in your account.

ii.Walmart Pickup and Delivery Pricing

• If an item's price changes between the time you place your order and the day your order is packed for delivery, we will charge you the lower price. If you have allowed substitutions for your order, you will be charged the price for items received. Please note that due to differences in distribution, regional competition, and other factors, prices may vary between stores, and so the prices you see online may not match all stores, only the store where your order is packed. Walmart Pickup and delivery does not match prices from other online or physical stores, or Walmart stores other than the one where your items are picked and packed.

iii. Walmart Pickup and delivery Promotion Codes

• Walmart Pickup and delivery Promotion Codes (“Grocery Promo Codes”) are valid only on orders placed for Walmart online grocery services, subject to the terms of this Section. Your use of a Grocery Promo Code indicates your agreement to be bound by these Terms of Use and any Grocery Promo Code terms on the promotion offer itself. Walmart will only honor a Grocery Promo Code if it is used in accordance with all applicable terms.
• Only promotional codes issued by Walmart Business can be used for Walmart Pickup and delivery services. Grocery Promo Codes cannot be used in Walmart stores. Grocery Promo Codes issued by Walmart are, and will remain, the property of Walmart and are not transferable, cannot be resold, and have no cash value unless otherwise stated. Grocery Promo Codes may not be used for alcohol purchases.
• Grocery Promo Codes can be added to your Walmart Pickup and delivery order by entering the code at checkout or by selecting a saved offer in checkout. To apply a Grocery Promo Code to your order, you must select it in the “Review Order” section at checkout. Use of a Grocery Promo Code may be subject to you providing proof of entitlement to use the Grocery Promo Code.
• All Grocery Promo Codes have an expiration date after which they cannot be used for any order. Grocery Promo Code values may be adjusted if the total discount value is greater than the value of your order.
• We reserve the right to withdraw or cancel any Grocery Promo Code at any time, either as a whole, or for specific goods or delivery areas. If this happens, then the Grocery Promo Codes may not be used for any orders placed after the date of withdrawal or cancellation. We reserve the right to reject or cancel the use of a Grocery Promo Code where fraud or misuse is suspected. You will have no claim against Walmart in connection with such rejection or cancellation of a Grocery Promo Code. Walmart will not be liable to any customer or household for any financial loss arising out of the cancellation or withdrawal of any Grocery Promo Code or any failure or inability of a customer to use a Grocery Promo Code for any reason.
• Grocery Promo Codes may not be copied, reproduced, published, or distributed directly or indirectly in any form for use by anyone other than the original recipient. By using a Grocery Promo Code, you warrant that you are the duly authorized recipient of it.

2.       Business Subscriptions Additional Terms

2.i.      Introduction

Walmart Business may offer a product subscription service allowing you to subscribe for the recurring delivery of eligible products (the “Business Subscriptions Service”). When you use the Business Subscriptions Service to subscribe to eligible products, Walmart will automatically place an order on your behalf for the eligible products you have selected, subject to availability and according to your chosen delivery frequency schedule, until you cancel (each such subscription, a “Subscription” and each scheduled shipment, a “Subscription Shipment”).

Your participation in the Business Subscriptions Service is subject to these Business Subscriptions Additional Terms as well as the Walmart Business Terms of Use and other Walmart rules and policies that may be applicable. By participating in the Business Subscriptions Service, you acknowledge that you have read these Business Subscriptions Additional Terms, understand them and agree to be bound by them.

Walmart may amend, cancel or suspend the Business Subscriptions Service, in whole or in part, or change any of these Business Subscriptions Additional Terms, at any time for any or no reason. If the Business Subscriptions Service is cancelled by Walmart, any Subscriptions you have will be cancelled.

Walmart will not be liable for any interruptions to the Business Subscriptions Service. We do not guarantee that any Subscription Shipment will be processed or delivered by any date.

 2.ii.      Eligibility and Inventory

Walmart reserves the right, in our sole discretion, to impose or remove eligibility requirements or other conditions for your use of the Business Subscriptions Service from time to time.

Only those products indicated on the Site as eligible for the Business Subscriptions Service (for example, by icons, buttons, links, selectable features titled “subscribe now” or other similar language) are eligible for the Business Subscriptions Service. Walmart may remove certain products from eligibility for the Business Subscriptions Service at any time without notice in its sole discretion.

If Walmart Business no longer has the product you ordered in stock, you will be notified via the email associated with your Business Membership or Business Account. If Walmart Business does not have a sufficient quantity of the product to satisfy your order, we reserve the option to make a partial shipment based on the quantity available, to skip a subscription cycle or to temporarily delay shipment of your Subscription Shipment.

If you select a product that is or becomes temporarily out of stock at the time of order placement or shipping, then you authorize us, at our option, to skip a subscription cycle or temporarily delay shipment of your Subscription Shipment on your behalf. If the product you have ordered is or becomes permanently out of stock, you authorize us to cancel your item Subscription for such product on your behalf.

2.iii.      Subscription Discount

From time to time, Walmart may provide a discount on certain products that are available to you through the Business Subscriptions Service (a “Subscription Discount”). The amount of the applicable Subscription Discount, if any, will be at Walmart’s sole discretion, and may vary among eligible customers and may also vary based upon other factors. The specific amount of any applicable Subscription Discount will be identified through the Subscription ordering process. Not all eligible products will have a Subscription Discount. Walmart may, in its sole discretion, change the amount of any Subscription Discount (including for any active Subscriptions you have) at any time during a subscription cycle, or discontinue the Subscription Discount for any product, at any time and without notice to you.

2.iv.      Payment and Billing

You understand that you are authorizing an automatic, recurring charge to your Payment Method each time a Subscription Shipment is processed. You must have a Payment Method on file whenever you have an active Subscription. If we are unable to complete the charge for your Subscription Shipment or you have no Payment Method on file, then, at our option, your Subscriptions may be cancelled or your Subscription Shipments may be skipped until you update your Payment Method. You can change your default Payment Method at any time.

The total cost for each item charged to your Payment Method for each Subscription Shipment will be the cost of the item when the Subscription Shipment is processed (rather than when the original Subscription was placed), less any applicable Subscription Discount and plus any applicable taxes and fees. PRODUCT PRICES MAY CHANGE UNTIL YOUR SUBSCRIPTION SHIPMENT IS PROCESSED. ONCE A SUBSCRIPTION SHIPMENT IS PROCESSED, THE PRODUCT PRICE WILL NOT CHANGE FOR THAT SUBSCRIPTION SHIPMENT. To avoid being charged for a specific Subscription Shipment, you must cancel before such Subscription Shipment is processed. To cancel your subscription(s), go to the Item Subscriptions section of your Account.

2.v.      Shipping

Shipping and delivery prices and timelines (including, if applicable, any free shipping benefits) may vary based on your shipping location and are subject to the shipping and delivery prices and timelines in effect at the time of shipment for each Subscription Shipment.

2.vi.      Changes, Cancellations, and Skips

If you participate in the Business Subscriptions Service, you will continue to receive Subscription Shipments until your Subscription is cancelled. To cancel your subscription(s), go to the Item Subscriptions section of your Account.

You may modify or cease your use of the Business Subscriptions Service (including changing, cancelling or skipping your Subscription Shipments) at any time as further described on the Site. To avoid being charged for a specific Subscription Shipment, you must cancel before the order is processed as indicated in your reminder email.

Walmart may terminate, suspend or limit your use of the Business Subscriptions Service, your Subscriptions or your individual Subscription Shipments at any time without notice in its sole discretion.

3.       Walmart Business Rewards Program Terms

3.i.      Introduction

Walmart may offer a rewards program as a benefit to Business Members (the “Walmart Business Rewards Program”). The Walmart Business Rewards Program allows Business Members to earn and redeem rewards currency (“Business Rewards”) on qualifying purchases made through Walmart Business in accordance with these Walmart Business Rewards Program Terms (“Business Rewards Terms”). Business Rewards have no cash value until redeemed through Walmart Business.

Participation in the Walmart Business Rewards Program is automatic for Business Members and is subject to these Business Rewards Terms as well as the Walmart Business Terms of Use and other Walmart rules and policies that may be applicable. By participating in the Walmart Business Rewards Program, you acknowledge that you have read these Business Rewards Terms, understand them and agree to be bound by them. Walmart may amend these Business Rewards Terms from time to time without notice.

IMPORTANT: BUSINESS MEMBERS HAVE NO OWNERSHIP INTEREST IN BUSINESS REWARDS, AND ANY BUSINESS REWARDS COLLECTED DO NOT CONSTITUTE PROPERTY. THE USE OF THE WORD “EARN” IN THESE BUSINESS REWARDS TERMS OR IN BUSINESS REWARDS MARKETING, INFORMATIONAL AND OTHER MATERIALS DOES NOT IMPLY THAT BUSINESS REWARDS HAVE ANY VALUE BEFORE REDEMPTION.

3.ii.      Earning Business Rewards

Business Rewards cannot be earned where application of the Walmart Business Rewards Program would be prohibited by law or regulation.

If you are accessing your Business Membership through a trial, you will earn and can redeem Business Rewards during your trial period.

Business Members will earn, as Business Rewards, a percentage of qualifying pre-tax purchases made directly from Walmart Business. Business Members will not earn additional Business Rewards for any purchase (or portion of any purchase) for which payment is made using accrued Business Rewards. A Business Member may not earn Business Rewards other than through qualifying purchases from Walmart Business.

Applicable percentages will be set forth on the Site or otherwise made available to you by Walmart, and may be modified by Walmart from time to time in its sole discretion. Walmart reserves the right to also allow Business Members to earn Business Rewards through other means from time to time.

When qualified purchases are returned for refund, the earned value of the corresponding Business Rewards will be deducted from the Business Member’s aggregate accrual of Business Rewards.

Qualifying purchases by Additional Users will accrue Business Rewards to the associated Business Member account and not to any the individual Additional User accounts.

Walmart reserves the right to modify qualifying purchases as determined at its sole discretion.

Business Rewards are not earned for purchases described at https://business.walmart.com/help/article/walmart-business-rewards-faqs/ad7f19241df544f48147717bec441446. Walmart reserves the right to add, modify or delete qualifying restrictions on product categories or products without notice.

The maximum amount of Business Rewards that may be earned in a single day is $2,000 and the balance of your Business Rewards may not exceed $2,000.

3.iii.      Redeeming and Using Business Rewards

Business Rewards can be redeemed for most direct purchases from Walmart Business, but may not be redeemed or used to make a purchase at any third party. Business Rewards may be applied to Business Membership renewal fees.

Business Rewards are not redeemable for cash.

Business Rewards are non-transferable and non-assignable. Except as otherwise provided herein, only the Business Member may access and redeem Business Rewards in their account. Additional Users cannot access or redeem Business Rewards loaded on the Business Member’s account without the express permission of the Business Member.

Unless prohibited by law, Walmart reserves the right to require mandatory use of a Business Member’s Business Rewards periodically in its sole discretion.

The maximum amount of Business Rewards that may be redeemed in a single day is $2,000.

3.iv.      Terminated, Cancelled, Revoked and Lapsed Business Memberships

If your Business Membership is terminated, cancelled or revoked by Walmart for conduct that we determine, at our discretion, violates these Business Rewards Terms or any applicable law or regulation, involves fraud or misuse of the Business Membership or is harmful to our interests or to another user, your remaining Business Rewards will be forfeited at Walmart’s option. Walmart reserves the right to permit or deny reactivation of your Business Membership in its sole discretion.

You must have an active Business Membership or Business Account in good standing to redeem Business Rewards.

3.v.      Expiration of Business Rewards, Suspension or Limitation of Walmart Business Rewards Program

Business Rewards do not expire.

Walmart reserves the right to amend, cancel or suspend the Walmart Business Rewards Program, in whole or in part at any time for any or no reason.

Walmart reserves the right to revoke Business Rewards, and/or suspend or limit a Business Member’s access to Business Rewards and the Walmart Business Rewards Program for any or no reason, including, for example, in the event of fraud, abuse of the Walmart Business Rewards Program, violation of these Business Rewards Terms or the Walmart Business Terms of Use, or due to transactional limitations, each as determined in Walmart’s sole discretion, without notice to the Business Member. Such action may result in the forfeiture of Business Rewards not yet redeemed.

4.       Manufacturer Offers Program Terms of Use

Walmart Business customers who have a Walmart Business account established in accordance with the Walmart Business Terms of Use are provided exclusive access to see and select, at Walmart Business site or in the Walmart Business App, offers for digital rebates provided by Walmart at its discretion based on rebates and other promotions sourced in the aggregate, indirectly, from manufacturers or suppliers of certain products or services sold by Walmart, and upon purchase of the relevant product, are eligible to obtain Business Rewards equivalent to the value of that specific digital rebate (the “Manufacturer Offers Program”). By utilizing the Manufacturer Offers Program and other related features or services, you acknowledge that you have read, understood, and agree to be bound by the following terms of use.

4.i. Eligibility Requirements; Customer Representations and Warranties

In order to use the Manufacturer Offers Program, you must have a Walmart Business account in good standing and be in compliance with the Walmart Business Terms of Use and the Walmart Business Rewards  Program Terms of Use. You also must be located in the United States  when participating in the Manufacturer Offers Program. By agreeing to these Manufacturer Offers Program Terms of Use, you represent and warrant to us: (i) that you are not violating the Walmart Business Terms of Use or the Walmart Business Rewards  Program Terms of Use; (ii) that you are participating in the Manufacturer Offers Program only when located in the United States or Puerto Rico; (iii) that you or your Walmart Business account have not been previously suspended, removed, or deactivated from Walmart Business, the Manufacturer Offers Program, or the Walmart Business Rewards  Program; and (iv) that your registration and your participation in the Manufacturer Offers Program is in compliance with any and all applicable laws and regulations. Any breach of these representations may result in Walmart revoking your Walmart Business account and your right to participate in any other programs or services offered by Walmart, including permission to participate in the Manufacturer Offers Program, and any right to redeem any Business Rewards balance may terminate, pursuant to Section 4 of these Manufacturer Offers Program Terms of Use.

4.ii. Additional Terms

Your use of the Manufacturer Offers Program is subject to any additional terms, rules, or guidelines applicable to certain services and features which we may post from time to time (the "Additional Terms"). All such Additional Terms are hereby incorporated by reference into, and made a part of, these terms of use.

4.iii. Modification or update of the Manufacturer Offers Program Terms of Use

We may update these terms of use from time to time by notifying you of such changes by any reasonable means, including by posting a revised terms of use through the Walmart Sites as set forth in the Walmart Business Terms of Use. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised terms of use incorporating such changes or otherwise notified you of such changes. You agree that it is your responsibility to regularly check Walmart Business for any updated terms of use, including the Manufacturer Offers Program Terms of Use or the Walmart Business Rewards  Program Terms of Use. In addition, by continuing to participate in or access the Manufacturer Offers Program or any of the Walmart Sites or otherwise engaging with Walmart after we post any changes, you accept the updated terms of use. The “Last Updated” legend above indicates when these terms of use were last changed.

4.iv. Accounts and Registration

To access the Manufacturer Offers Program you must register and maintain in good standing a Walmart Business account, in accordance with the Walmart Business Terms of Use.

4.v. Utilizing Manufacturer Offers; Activating Offers

Walmart may make available to you from time to time through the Manufacturer Offers Program offers for certain digital item-level rebates sourced in the aggregate, indirectly, from manufacturers or suppliers of products sold through Walmart Business (each a "Digital Offer"). These Digital Offers will be identified to you at Walmart Business or in the Walmart Business App, through an icon, button, or other selectable feature titled as a “Business Rewards offer”, “Offer” or similar terminology, and which will set forth the value of that specific Digital Offer. In order to activate a Digital Offer through the Manufacturer Offers Program, you must, at Walmart Business site or in the Walmart Business App, select the relevant Digital Offer and add it to your account, and then purchase the product associated with the Digital Offer either through Walmart Business site or the Walmart Business App. All activated Digital Offers will be shown in the Business Rewards page of your Account until the relevant products have been purchased. Each Digital Offer is subject to any additional terms (such as an offer expiration date or a requirement to purchase multiples of a relevant item), identified in the “Offer Details”. Note that Digital Offers may expire if the relevant product or service is not purchased within the timeframe set forth in the Offer Details.

4.vi. Eligibility Determination and Adjustments

Once you have activated a Digital Offer and purchased the relevant product, you will accumulate Business Rewards. The Manufacturer Offers Program and any individual Digital Offer may be discontinued by Walmart at any time without notice. In addition, at any time and in Walmart's sole discretion, Walmart may: (i) determine whether or not you are eligible to activate any particular Digital Offers; (ii) determine whether or not you have activated any particular Digital Offers or accrued Business Rewards for the offer; or (iii) adjust your Business Rewards balance to accurately and fairly reflect the Digital Offers that you have actually activated and Business Rewards you have actually obtained. Walmart may, in its sole discretion, deduct from your Business Rewards balance any Business Rewards that Walmart determines should not have been awarded or you have obtained in violation of these Terms of Use. Digital Offers have no monetary value unless and until they are activated in accordance with these terms of use and any eligible Business Rewards is redeemed in accordance with the Business Rewards Offers Program Terms of Use. You may not and will not obtain any cash, money, or anything of value in exchange for your activated Digital Offers.

4.vii. Return of Product and Reversal of Accrued Business Rewards

In the event you return a product you previously purchased and for which you activated a Digital Offer and obtained Business Rewards, you agree that the value of the Business Rewards initially awarded will be deducted from your Business Rewards balance. From time-to-time this may result in a negative balance in your Business Rewards Offers Program account, for instance, where you have already redeemed the previously obtained Business Rewards for the product you returned. In the event that happens, future Business Rewards awards will be used to offset that negative balance. However, unless Walmart determines, in its sole discretion, that you violated these terms of use or the Business Rewards Offers Program Terms of Use, acted fraudulently or otherwise misused or abused the Business Rewards Offers Program, and subject to any other terms contained in the Business Rewards Offers Program Terms of Use, you will not otherwise be required to repay any such negative balance, and no creditor-debtor relationship will be established between you and Walmart.

4.viii. Redemption

Please refer to the Business Rewards Offers Program Terms of Use for all terms applicable to redemption of Business Rewards.

4.ix. Prohibited Conduct

By using the Manufacturer Offers Program you agree not to:

• submit to Walmart purchase information that is false, inaccurate, fabricated, counterfeited, tampered with, adjusted, or otherwise artificial or inauthentic for the purpose of seeking to accumulate Business Rewards with Walmart;
• redeem, or attempt to redeem, Business Rewards for products that have not actually been purchased and retained, or for products that have been purchased but returned to a Walmart store or Walmart Business, following purchase;
• upload receipts to Walmart that have already been uploaded by you or another user, for the purpose of obtaining Business Rewards for purchasing products that you did not actually purchase;
• upload receipts to Walmart that reflect purchases that took place more than one (1) week prior to the date on which the receipt is uploaded;
• upload receipts to Walmart that reflect purchases that took place prior to the launch date of a Digital Offer or campaign and therefore prior to your activating the Digital Offer, except where expressly permitted by the terms of the Digital Offer;
• attempt to obscure information on a receipt, such as by purposefully uploading a receipt without a clearly legible date;
• use the Manufacturer Offers Program for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy, or the collection, storage, transmission, or access of educational records; or
• use or attempt to use the Manufacturer Offers Program outside of the United States and Puerto Rico.

4.x. Termination of Use; Discontinuation and Modification of the Manufacturer Offers Program.

If you engage in Prohibited Conduct or otherwise violate any of these terms of use, the Walmart Business Terms of Use, the Business Rewards Offers Program Terms of Use, or the terms of use for any other Walmart programs to which you may be subject, you agree that your permission to participate in the Manufacturer Offers Program will automatically terminate and any rights you have to the Digital Offers in your account will terminate and you will no longer be eligible to redeem such Digital Offers. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and participation in the Manufacturer Offers Program, and any accounts you may have in connection with the Manufacturer Offers Program including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Walmart or any third party; or (ii) in connection with any general discontinuation of the Manufacturer Offers Program. We also reserve the right to modify the Manufacturer Offers Program at any time without notice to you. WE WILL HAVE NO LIABILITY WHATSOEVER ON ACCOUNT OF ANY CHANGE TO THE MANUFACTURER OFFERS PROGRAM OR ANY SUSPENSION OR REVOCATION OF YOUR ACCESS TO OR PARTICIPATION IN THE PROGRAM, PROVIDED THAT IF WE TERMINATE YOUR ACCESS TO THE PROGRAM OTHER THAN FOR YOUR BREACH OF THESE TERMS, YOU MAY BE ENTITLED TO REDEEM ANY ACCRUED BUSINESS REWARDS IN A MANNER TO BE DETERMINED IN OUR SOLE DISCRETION. You may terminate your account at any time by visiting your account.

4.xi. Effect of Termination

Upon termination of these terms of use: (a) in accordance with the applicable Walmart Business Terms of Use, your license rights will terminate and you must immediately cease participation in the Manufacturer Offers Program; (b) you will no longer be authorized to access the Manufacturer Offers Program; and (c) any Sections which, by their nature or express terms should survive, will survive.

Walmart Manufacturer Offers Program Terms of Use – Last Updated as of August 21, 2023

5.       Marketplace Additional Terms

Walmart may permit third parties to sell products on Walmart Business alongside products sold by Walmart and, once you have placed an order, to ship the third party’s products directly to you (such functionality, the “Walmart Business Marketplace”). By using the Walmart Business Marketplace, you acknowledge that you have read these Marketplace Additional Terms, understand them and agree to be bound by them. Walmart may amend these Marketplace Additional Terms from time to time without notice.

“Marketplace Retailer” means any entity or retailer that sells products in the Walmart Business Marketplace on Walmart Business, uses any order processing, fulfillment, shipping or other services related to the Walmart Business Marketplace provided by or for Walmart, or uses any platform, portal, web service, application, interface, or other tool provided by or for Walmart in connection with the Walmart Business Marketplace.

By purchasing any product from a Marketplace Retailer, you acknowledge that all Walmart Business Marketplace orders will be fulfilled by the third-party Marketplace Retailer and not by Walmart. The Marketplace Retailer (and not Walmart) will be responsible for all processing, shipping, returns and customer service related to your Walmart Business Marketplace order. Products purchased from a Marketplace Retailer can only be returned to that Marketplace Retailer, and only in accordance with its return policy. Each Marketplace Retailer’s shipping information, return policy, customer service information and applicable privacy policy can be found on that Marketplace Retailer’s Seller Information page.

To the fullest extent provided by applicable law, Walmart has no responsibility or liability for any Marketplace Retailer, their products, or representations.

6.       Walmart Business App

The following terms and conditions apply with respect to your use of any version of the Walmart Business App. From time to time, Walmart may make available new versions of, or updates to, the Walmart Business App that may contain or otherwise make available new features or functionality. It is your responsibility to update the Walmart Business App to the latest version available from your applicable app store provider and to ensure that your Authorized Users also do so. If you or any of your Authorized Users do not update the Walmart Business App to the latest version, you or they may not have access to all available features and functionality. Walmart will not be responsible for any liabilities arising out of your failure to update the Walmart Business App.

With respect to your use of any version of the Walmart Business App that is compatible with the iOS operating system of Apple Inc. (“Apple”), the following terms and conditions apply:

• Apple is not a party to these Terms of Use and does not own and is not responsible for the Walmart Business App. Apple is not providing any warranty for the Walmart Business App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Walmart Business App and will not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the Walmart Business App, including any third-party product liability claims, claims that the Walmart Business App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Walmart Business App, including those pertaining to intellectual property rights, must be directed to Walmart in accordance with the “How to Contact Us” section
• The license you have been granted in these Terms of Use is limited to a non-transferable license to use the Walmart Business App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Walmart Business App, such as your wireless data service agreement.
• You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Use and, upon your acceptance of the terms and conditions of these Terms of Use, will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof; notwithstanding the foregoing, Walmart’s right to enter into, rescind or terminate any variation, waiver, or settlement under these Terms of Use is not subject to the consent of any third party.

7.      Walmart Pay

“Walmart Pay” is a feature built into the Walmart Business App that allows you to use your smartphone to pay for in-store purchases. Any use of the Walmart Pay service is subject to the following additional terms:

• By using Walmart Pay or otherwise by agreeing to these Terms of Use, you agree to receive an eReceipt in lieu of a paper receipt for all purchases made through Walmart Pay. You must register through a Walmart Business account to receive eReceipts (see below for more information).
• There is no charge from us to use Walmart Pay, but your data service provider’s message and data charges may apply. Except as otherwise provided by law, we may block, restrict, suspend or terminate your use of Walmart Pay at any time, without notice, and in our sole discretion.
• All Walmart policies applicable to sales occurring at a store location, including those regarding Ad Match, Price Matching, Coupon use, Returns, and Exchanges, apply to purchases made through Walmart Pay. We reserve the right to limit the availability of Walmart Pay during specific times, for specific items, or for certain events or promotions. Some products or services may not be eligible for purchase using Walmart Pay or may require additional verification prior to completion of purchase through Walmart Pay. These products and services may include but are not limited to: tobacco, alcohol, firearms, optical or photo products and services, or products requiring a service agreement such as wireless, automotive, or financial products.
• Your device’s camera must be enabled in order to use Walmart Pay to complete the checkout process and to use additional features. Enabling the Walmart Business App to utilize location services on your device may provide you with access to other Walmart Pay features. You can turn off location services at any time on your device.

8.      eReceipts

Certain Walmart Sites may permit or require the use of electronic receipts (“eReceipt”) for purchases made by you through a mobile device or other electronic device. Your eReceipt is a digital copy of your Walmart in-store purchase receipt. Any use of the eReceipt service is subject to the following additional terms:

• To register for eReceipts, you must first have an account with Walmart Business and then validate your mobile number via a text message. Walmart Business accounts are subject to these Terms of Use.
• There is no charge from us to use eReceipts, but your data service provider’s message and data charges may apply. Walmart and text message carriers are not liable for delayed or undeliverable messages.
• All information provided to Walmart by users of the eReceipts will be subject to our Privacy Policy.
• We may alter, suspend, or terminate your use of eReceipts at any time at our discretion, without notice to you. We are not responsible for any losses associated with your inability to access the Internet and/or eReceipts. Requesting an eReceipt at the register will not automatically submit your eReceipt. Use of the eReceipts service is subject to all applicable laws and regulations.

9.       Limited-Time Offers

Walmart may provide its Business Members with access to limited-time offers which provide Business Members with access to discounts, promotions, and deals on select products or services offered by Walmart or third parties. Walmart reserves the right to make these limited-time offers available to paid and/or free trial Business Members, to remove or disable an offer at any time, to limit redemption quantities of any offer, to shorten or lengthen the time to claim or redeem the offer, and to revise eligibility requirements to claim or redeem an offer (other than the requirement to be an active Business Member to claim an offer). To view and access these limited-time offers, Business Members should visit their Business Account page.

10.      Chatbots and Use of Generative AI.

The Walmart Business Sites may include Chatbots and other Generative AI, and Materials on the Walmart Business Sites may be generated by Generative AI (the “Generative AI Features”). The Generative AI Features are subject to the following additional terms.

• Due to the nature of Generative AI, the information, responses and recommendations generated for you and other users through Generative AI Features (collectively, the “Output”) may not be accurate, complete or up-to-date and may be misleading or contain errors and omissions, or the Generative AI Features may misunderstand the Content that you input (the “Input”) and may be responding to a different question than asked. You should review and verify the Output before making any purchases, engaging in other transactions from the Walmart Business Sites, or taking any other action based on any such Output.
• Unless an associated disclosure states otherwise, the Output may be based on information available on Business.Walmart.com or provided by manufacturers, suppliers, or sellers of items, Walmart service providers, customer reviews, or other publicly available information, and third-party AI models. None of these sources have been verified by Walmart. Any views or opinions expressed in the Output do not necessarily reflect those of Walmart and should not be attributed to Walmart.
• The Output provided by the Generative AI Features are intended for general informational purposes only. You should not use any Output provided by the Generative AI Features as the basis for making any legal, safety, health, regulatory, or similarly important decision. Users of the Generative AI Features are solely responsible for independently verifying and evaluating the Output, and for any decisions they make based on the Output. Further, you understand that due to the nature of machine learning and Generative AI, the Output from the Generative AI Features may not be unique across users, and the Generative AI Features may generate or return the same or similar Output to Walmart or a third party, and other users may also ask similar questions and receive the same or similar responses. Outputs that are requested by and generated for other users are not considered your Content. However, you are responsible for any Input you submit to the Generative AI Features.
• Do not share any sensitive or personal data, or any proprietary or confidential information with the Generative AI Features. Additionally, you understand and agree that Input to the Generative AI Features may not be kept confidential, and any of your Content (including but not limited to the Inputs), as well as your purchasing history from the Walmart Sites, your use of promotions as well as personal information, may be used to further enhance and improve the Generative AI Features, the underlying model and the Walmart Sites as well as to generate Output. Inputs will be collected, used and retained by Walmart in order to answer questions and inquiries from you as well as other users, to help improve how the Generative AI Features operate, and for the other purposes described in Walmart’s Privacy Policy. Though you have a right to use all Outputs generated by the Generative AI Features, the Outputs are owned by Walmart.
• The Generative AI Features are provided on an “as is” and “as available” basis, and the Walmart Entities do not make any representations or warranties of any kind, express or implied, in relation to merchantability, accuracy (of materials data or any other information, response, results or content) and fitness for a particular purpose. The Walmart Entities do not warrant that the Generative AI Features will operate without interruption or be accurate, complete or error free, or that the Generative AI Features will meet your expectations, or that any Content and Materials processed or generated by the Generative AI Features will be secure, not lost, or altered.
• Walmart Entities will not be liable for your use or inability to use the Generative AI Features, any inaccurate information generated by the Generative AI Features, or any Materials generated by the Generative AI Features or generated from the Walmart Sites.