1. Website Use in General
When you use the Website, you represent that: (a) factual information you submit is, to the best of your understanding, truthful and accurate; (b) you will update your contact information so that we can update you about changes to this Agreement, the Website, and other important matters; (c) you are not violating any applicable law or regulation; and (d) you will comply with the rules for online conduct and what you contribute to the Website, as discussed in Section 2 below.
Please note that if you access our Website via mobile device, individual cell phone and data usage rates apply, and will not be reimbursed by Walmart.
2. Rules Governing Public Communications, Forums, and Interactive Features
(a) post Communications that infringe the intellectual property or other legal rights of Walmart or any other person;
(b) post Communications that contain worms, viruses, Trojan horses, malicious code, or other harmful or destructive content or that constitutes, installs, or promotes spyware on Walmart's or any other person's computer;
(c) post Communications that use statements, photographs, video or audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, or that disparage customers, members, associates, or suppliers, or that might constitute harassment or bullying – examples of such conduct might include offensive posts meant to intentionally harm someone’s reputation or posts that could contribute to a hostile work environment on the basis of race, sex, disability, religion, or any other protected status;
(d) post to the Website with spam Communications or other traffic suggesting no serious intent to use the Website for its stated purpose;
(e) post Communications that contain advertisements, solicit any colleague to buy or sell any products or services (other than Walmart products or services), or use the Website for any commercial purpose including collecting user names and/or email, addresses of other colleagues by electronic or other means for the purpose of sending unsolicited commercial email or other electronic communications or engaging in unauthorized framing of, or linking to, the Website for commercial purposes without the express written consent of Walmart;
(f) transmit chain letters, bulk, or junk email to other colleagues;
(g) impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or violate the personal or proprietary legal rights, of any person or entity; and/or
(h) accept payment or anything of value from a third person in exchange for your performing any commercial activity on the Website.
3. Grant of License to Walmart
Walmart does not own any rights in your Contributions to the Website, but we need a license from you so that we can use your Contributions on the Website or elsewhere. So, by making a Contribution to the Website, you grant to Walmart a perpetual, non-exclusive (meaning you are free to license your Contribution to anyone else in addition to Walmart), fully-paid, and royalty-free (meaning that Walmart is not required to pay you to use your Contribution), sublicensable, and worldwide (because the Internet and the Website are global in reach) license to use, modify, create derivative works of, publicly perform, publicly display, reproduce, rent, resell, and distribute the Contribution.
When you create an account with the Website, you will be asked to supply a password. You are not allowed to give your password or sign-on credentials to any person or otherwise allow anyone to sign on as if they were you.
5. Intellectual Property Rights
All of the content on the Website ("Materials"), the trademarks, service marks, and logos contained on the Website ("Marks") are owned by or licensed to Walmart and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Materials on the Website are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any commercial or non-work-related purposes whatsoever without the prior written consent of the respective owners. Walmart reserves all rights not expressly granted in and to the Website and the Materials. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained in and on the Materials. You agree that you will not circumvent, disable, or interfere otherwise with security related features of the Website or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Website or the Materials on the Website.
6. Walmart's Management of the Website
Walmart may, but is not required to: (a) monitor or review the Website, including Contributions, for violations of this Agreement or the Community Guidelines, and for compliance with Asda's policies; (b) review Messages (other than those on Integrated Websites or Other Websites as defined in Section 8) reported as inappropriate or objectionable by another user for violations of this Agreement or the Community Guidelines and for compliance with Asda's policies (c) take appropriate action against anyone who violates this Agreement or the policies and guidelines set forth in Section 2 above,, including, without limitation, reporting anyone who violates this Agreement to law enforcement authorities in the event of potential criminal violations; (d) review Contributions for objectionable content as described in Section 2 above; (e) refuse, restrict, or disable access to any Contribution (to the extent technologically feasible); (f) remove any Colleague's Contribution or any portion thereof that may violate the law, this Agreement, the Community Guidelines or any Asda policy; (g) remove or otherwise disable all files and content that are excessive in size or otherwise burdensome to Walmart's systems; (h) terminate the accounts of repeat infringers; (i) manage the Website in a manner designed to protect the rights and property of Walmart and others and to comply with law; and/or (j) facilitate the proper functioning of the Website.
7. Content that Violates This Agreement or Walmart Policies
If you become aware of any content that you believe violates this Agreement or the policies and guidelines set forth in Section 2 above, please notify Walmart either through the comment feature on the Website or by reporting it to the Global Ethics helpline, 1-800-WMETHIC (1-800-963-8442).
8. Other Websites
Given the dynamic nature of websites, it is not reasonable for anyone to review all of the material on a website. Accordingly, Walmart will not review all of the material made available through Other Websites. The availability of these links does not mean that Walmart endorses any Other Websites or any materials, opinions, goods, or services available on Other Websites. Third-party materials accessed through or used by means of the Other Websites may also be protected by copyright and other intellectual property laws.
This Agreement shall continue in effect while you are a Walmart Colleague or are otherwise authorized to use the Website. However, Walmart reserves the right to deny access to, and use of, the Website to any Colleague for any lawful reason, including for violations of this Agreement or for conduct inconsistent with Asda's policies or codes of conduct. Even after your access rights and use have terminated, the following sections will remain in effect: 3 (Grant of License to Walmart), 4 (Passwords), 5 (Intellectual Property Rights), 8 (Other Websites), 9 (Term), 12 (Disputes Between Colleagues), 13 (Arbitration of Disputes with Walmart), 14 (Warranty Disclaimers), 15 (Limitation on Liability), 16 (Indemnity), and 17 (Miscellaneous).
10. Copyright Policy
Walmart may terminate the access rights of repeat copyright infringers. If you are a copyright owner or the legal agent of a copyright owner and you believe that an Colleague's Contribution or any content on the Website infringes upon your copyrights, you may submit a notification pursuant to Walmart Digital Millennium Copyright Act ("DMCA") Notice.
We may modify this Agreement from time to time. When we do, we will notify you by email. It is, therefore, very important that you notify us when your email address changes. You may do so by clicking “view your profile” then “edit” on WalmartOne. Any changes to this Agreement will also be reflected on the Website. If you continue to use the Website after a modified Agreement has been emailed to you or posted, you agree to be bound by the new Agreement. If you do not wish to be bound by the new Agreement, do not use the Website.
12. Disputes Between Associates
You are solely responsible for your conduct, and we expect you to act in a manner consistent with Walmart's policies, this Agreement, the Community Guidelines, all applicable laws and regulations, and the Basic Beliefs.
13. Arbitration of Disputes with Walmart
13.1 Arbitration of All Disputes
You and Walmart agree that – unless otherwise provided for by law -- any controversy or claim, arising out of or relating to this Agreement or its breach, shall be settled by arbitration administered by the London Court of International Arbitration in accordance with its Arbitration Rules in London, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Nothing in this Section shall prevent either you or Walmart from applying to a court of competent jurisdiction for equitable or injunctive relief.
13.2 Choice of Law and Forum
Subject to Section 13.1, you and Walmart agree to submit to the exclusive jurisdiction of the courts of England and Wales. You and Walmart further agree that any disputes shall be resolved under the substantive laws of England and Wales.
Please read the following sections carefully as they may affect your rights.
14. Warranty Disclaimers
The Website, operation of the Website code, the Website contents (including, but not limited to, linked site contents, products, or services offered by a third party and Communications), as well as the operation of, and effects of and access to, this Website and linked sites are provided "AS IS." Walmart does not represent or imply that it endorses any Communications available on the website or any content or Communications linked to by the Website. Walmart, its predecessors, owners, directors, officers, personnel, licensors, suppliers, agents, and contractors specifically disclaim any and all statutory, express, or implied warranties including, but not limited to, warranties of: (a) suitability for any particular purpose; (b) merchantability; (c) completeness; (d) accuracy; (e) non-infringement; (f) injury to personal or proprietary rights; and (g) freedom from technical errors or unauthorized, injurious intrusions or items such as hacking, viruses, and other harmful components.
Please note that some state/country laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
15. Limitation on Liability
Unless otherwise provided by law, Walmart shall not be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit damages, arising from your use of the Website, even if Walmart has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this Agreement, Walmart's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be capped at and limited to $100.
You agree to indemnify and hold Walmart, its subsidiaries, affiliates, and licensors and their respective officers, agents, partners, directors, shareholders, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any other person due to, or arising out of, your Communications, your use of the Website in violation of this Agreement, or any other breach of this Agreement.
17.1 Entire Agreement
The failure of Walmart to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
17.3 Section Titles
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
You may not assign your rights under this Agreement to any third party; Walmart may assign its rights under this Agreement without condition.
This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
17.6 No Third Party Beneficiaries
This Agreement is between you and us. There are no third party beneficiaries to the Agreement.
This Agreement is effective as of, and was last updated on, 6 July 2015.