Please read this Confidentiality Agreement carefully! By assenting to this Confidentiality Agreement, you are making a binding commitment. Failure to comply with these binding obligations may result in legal liability, including but not limited to forfeiture of your settlement. Any questions about this Confidentiality Agreement should be directed to your attorneys at Zimmerman Reed LLP.
Your attorneys at Zimmerman Reed LLP have secured a settlement offer for your claims against Williams-Sonoma, Inc. On the next page, you will see the Confidential Release (the “Release”) containing the terms of the settlement. To continue, you must click “I Agree” below to indicate that you agree to this Confidentiality Agreement. If you do not click “I Agree” below, you will not be entitled to view the Release or otherwise participate in the settlement negotiated by your attorneys.
The terms, conditions, and compensation described in the Release are highly confidential (“Confidential Information”). You may not disclose Confidential Information to anyone other than your spouse, attorneys, financial advisors, settlement administrators, and other agents such as foreign language or sign language interpreters, where need. This includes any discussion of the Release in any public forum, including social media, which is prohibited. Your obligation not to disclose Confidential Information except as otherwise provided herein is an essential part of the settlement. As more specifically described in the Release, breaching that confidentiality may expose you to legal liability, including forfeiture of your settlement consideration, as well as equitable relief. “Equitable relief” means Williams-Sonoma, Inc. can seek an order specifically requiring you to do (or refrain from doing) something, such as deleting or removing a public statement/social media post disclosing Confidential Information. Williams-Sonoma, Inc. will also be permitted to contact you, your attorneys, or any relevant third party (including social media companies) to remedy a breach if you disclose Confidential Information.
Confidential Release
PLEASE READ CAREFULLY. BY SIGNING THIS DOCUMENT YOU ARE RELEASING IMPORTANT LEGAL RIGHTS.
This is a confidential release (the “Release”) entered into by (the “Releasing Claimant”) for the benefit of the Released Parties, as defined below, in exchange for the monetary and non-monetary consideration described in Section II.A.
I. Definitions
A. “Releasing Claimant’s Counsel” means Zimmerman Reed LLP.
B. “WSI” means Williams-Sonoma, Inc.
C. “Released Claims” means any claims, causes of action, suits, or demands, whether arising under federal law, state law, or common law or equity, and whether known or unknown, disclosed or undisclosed, suspected or unsuspected, asserted or unasserted, or foreseen or unforeseen, that arise out of or relate in any way to WSI’s alleged use of website communication tracking software on the website www.williams-sonoma.com.
D. “Released Parties” are WSI, as well as its respective past, present, and future parents, subsidiaries, affiliates, predecessors, successors, divisions, joint ventures, officers, directors, employees, shareholders, consultants, vendors, attorneys, accountants, insurers, licensees, franchisees, agents, and any other legal entities, whether foreign or domestic, that are owned or controlled by WSI.
E. “Website” means www.williams-sonoma.com.
II. Terms of the Release
A. Consideration. In exchange for the promises contained in this Release, including Releasing Claimant’s release of all Released Claims against the Released Parties, and provided that all the terms of this Release are met, WSI agrees to provide Releasing Claimant a payment in the amount of $48.00 (the “Payment”), to provide Releasing Claimant a digital gift card in the amount of $12.85 (the “eGift Card”), to pay attorneys’ fees to Releasing Claimant’s Counsel (in accordance with the engagement agreement between Releasing Claimant and Releasing Claimant’s Counsel) of $19.20, to pay reimbursable litigation costs to Releasing Claimant’s Counsel (in accordance with the engagement agreement between Releasing Claimant and Releasing Claimant’s Counsel) of approximately $8.00, all of which, together, shall constitute the full “Consideration” payable to Releasing Claimant in conjunction with this Release. Releasing Claimant understands and agrees that the Consideration is part of an aggregate settlement that includes other clients represented by Releasing Claimant’s Counsel. Before signing this Release, Releasing Claimant’s Counsel provided Releasing Claimant a settlement disclosure with information about how Releasing Claimant’s Consideration was calculated. Releasing Claimant agrees that the Consideration is full and fair compensation for all Released Claims.
1. Payment. Releasing Claimant agrees that WSI will provide the Payment to Releasing Claimant by paying, or causing to be paid, the Payment into a bank account maintained by a third-party settlement administrator selected by Releasing Claimant’s Counsel and that the Payment will be disbursed to Releasing Claimant by the settlement administrator under the supervision of Releasing Claimant’s Counsel and in manner agreed to between Releasing Claimant and Releasing Claimant’s Counsel.
2. eGift Card. Releasing Claimant agrees that: (a) the eGift Card will be redeemable only on the Website; (b) the eGift Card may be used toward the purchase any product(s) on the Website in a single transaction and that, if the entire amount of the eGift Card is not used in a single transaction, there will be no stored or residual balance and any unused amount will be lost to the user; (c) the eGift Card will not be redeemable as cash; (d) the eGift Card will be freely transferable from Releasing Claimant to others; and (e) that product(s) purchased using the eGift Card are only eligible for merchandise exchange, not cash refunds, and are otherwise subject to the Website’s terms including any return policy. Releasing Claimant further agrees and understands that WSI will provide the eGift Card to Releasing Claimant by providing digital coupon codes directly to the third-party settlement administrator selected by Releasing Claimant’s Counsel, and that the settlement administrator will process and provide the eGift Card directly to Releasing Claimant via Releasing Claimant’s email address.
3. Consideration Owed to Releasing Claimant’s Counsel. Releasing Claimant agrees that when the settlement administrator provides the Payment and eGift Card to Releasing Claimant, the settlement administrator will pay the amounts of the Consideration owed to Releasing Claimant’s Counsel to Releasing Claimant’s Counsel.
4. Reporting Obligations. Releasing Claimant understands that the Consideration may result in a legal obligation by the settlement administrator to report the Consideration to the IRS. Releasing Claimant agrees to provide any information necessary for the settlement administrator to fulfill its reporting obligations, including by providing to the settlement administrator the Releasing Claimant’s Social Security Number or Individual Taxpayer Identification Number. The settlement administrator maintains the right to withhold any Payment and/or eGift Card to Releasing Claimant until it has all necessary information, and that any such withholding of Payment and/or eGift Card has no effect on whether this Release is binding.
B. No Admission of Liability or Lack of Merit. Releasing Claimant understands and agrees that any signature under this Release or payment of the Consideration by WSI cannot be construed as an admission that any of the Released Claims have merit; that WSI or any of the Released Parties have engaged in any wrongdoing or violated any law; or that WSI or any of the Released Parties are liable for the Released Claims. WSI understands and agrees that any signature under this Release by Releasing Claimant or acceptance of the Consideration is not, and cannot be construed as, an admission of the relative value of the Released Claims or that the Released Claims lack merit.
C. Taxes. Releasing Claimant acknowledges and agrees that neither WSI nor Releasing Claimant’s Counsel is making any representation as to the income tax or other tax consequences of the Consideration described in this Release. Releasing Claimant further agrees that Releasing Claimant will assume and be solely responsible for the payment of all tax obligations or consequences that may arise out of or relate to the Consideration or any payments made by WSI pursuant to this Release. Releasing Claimant will not seek any indemnification from WSI, any Released Parties, or Releasing Claimant’s Counsel regarding any tax liability relating to such payments.
D. Release of Claims. Releasing Claimant acknowledges and agrees that, in consideration of the promises and obligations contained in this Release, Releasing Claimant waives, releases, relinquishes, and discharges all Released Claims against WSI and any of the other Released Parties. The Releasing Claimant and WSI intend that the release of claims provided for by this Release shall be effective as a bar to each and every claim, demand, cause or action, obligation, or liability described herein. In furtherance of this intention, the Releasing Claimant expressly waives any and all rights and benefits that may be conferred by the provisions of California Civil Code § 1542, or any similar statute in any other state, and expressly consent that the release given pursuant to this Release shall be given full force and effect according to its express terms, regardless of the application of California Civil Code § 1542, or any similar statute in any other state, to a release such as this. California Civil Code § 1542 provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Releasing Claimant and WSI each represent that he/she/it has read and understood the provisions of California Civil Code § 1542. Further, Releasing Claimant and WSI acknowledge that he/she/it is represented by counsel and has been specifically advised by his/her/its counsel of the consequences of the above waiver, as well as with respect to this Release generally.
E. Confidentiality. Releasing Claimant acknowledges and agrees that this Release, the fact of this Release, and all terms of this settlement are strictly confidential, and Releasing Claimant agrees to keep this Release, the fact of the Release, and all terms of this settlement, strictly confidential, except as explicitly provided below.
1. Releasing Claimant agrees to keep all information related to this Release confidential, including the existence of the Release and the amounts, terms, and conditions contained in this Release (collectively “Confidential Settlement Information”) and agrees not to disclose Confidential Settlement Information to any person or entity, orally or in written communications of any kind, including without limitation online postings or statements made on or through any social media platform. This provision expressly prohibits Releasing Claimant from voluntarily disclosing any Confidential Settlement Information for the purpose of pursuing any other claims or lawsuits against WSI or any of the other Released Parties, including any pending or future class, collective, or representative actions. This provision also expressly prohibits Releasing Claimant from voluntarily providing assistance, information, or advice, directly or indirectly (including through agents or attorneys), to any other person or entity related to, or in connection with, any Released Claim of any kind brought against WSI or any other Released Party, nor shall Releasing Claimant induce or encourage any person or entity to bring such claims. If Releasing Claimant is asked in any way, shape, or form about the resolution of these matters, Releasing Claimant agrees to respond only that the matter has been resolved. However, it will not violate this Release if Releasing Claimant is compelled to testify and testifies truthfully as required by law or takes any action explicitly permitted below.
2. Releasing Claimant agrees that any breach of this Section II.E provides WSI and any of the Released Parties the right to withhold the Consideration contemplated in this Release, or if the Consideration has already been made, to bring an action against Releasing Claimant to return to WSI an amount equal to the Consideration in addition to any other amounts to which WSI may be entitled as a result of the breach.
3. Notwithstanding the confidentiality requirements identified in this Section II.E, Releasing Claimant may disclose Confidential Settlement Information to Releasing Claimant’s Counsel, Releasing Claimant’s spouse, Releasing Claimant’s legal and financial advisors such as a tax preparer or accountant, and, where the assistance is needed, foreign language or sign language interpreters, provided the disclosure is necessary and provided that the person to whom Releasing Claimant discloses Confidential Settlement Information first agrees to maintain the information in confidence, except to the extent such information is required to be disclosed as a matter of law (e.g., in the event of a governmental audit of Releasing Claimant’s tax returns).
F. No Interference. Nothing in this Release is intended to waive claims which cannot be waived by private agreement, or which may arise after Releasing Claimant signs this Release, or prevents Releasing Claimant from filing a charge or complaint with, or from participating in, an investigation or proceeding conducted by a government agency.
G. Disputes.
1. Any party that asserts that this Release has been violated shall have the right to seek specific performance or other relief, including damages. The prevailing party will be entitled to reasonable costs and attorneys’ fees.
2. Releasing Claimant and WSI agree that, unless specified otherwise, any claim or dispute arising out of or relating to this Release, including but not limited to any dispute regarding its formation, meaning, scope, enforceability, performance, or breach (a “Claim”), shall be submitted exclusively to the American Arbitration Association (“AAA”) for final, confidential, and binding arbitration instead of court proceedings in accordance with the AAA’s Consumer Arbitration Rules, which are available at www.adr.org or by calling 800.778.7879. Releasing Claimant and WSI hereby waive any right to a jury trial of any Claims. The arbitration will be heard and determined by a single arbitrator and will take place in the county where Releasing Claimant resides at the time the arbitration is commenced. The substantive and procedural provisions of the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., apply to and govern the interpretation and enforcement of this Section II.G.
3. Neither Releasing Claimant nor WSI may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Releasing Claimant may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only Releasing Claimant’s and/or WSI’s individual Claims. If, however, 25 or more similar Claims are asserted against WSI at or around the same time by the same or coordinated counsel (and Releasing Claimant’s Claim is one such Claim), Releasing Claimant agrees to the application of the AAA’s Mass Arbitration Supplementary Rules and the Consumer Mass Arbitration and Mediation Fee Schedule. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis.
H. Successors. This Release is binding upon and will inure to the benefit of Releasing Claimant’s individual and/or collective heirs, successors, agents, executors, and administrators, if any, and will inure to the benefit of the individual and/or collective successors, assigns, fiduciaries, and insurers of WSI and all the other Released Parties, their present and former affiliated business entities, their successors, assigns, fiduciaries and insurers, and all of their present and former proprietors, partners, shareholders, directors, officers, employees, agents, and all persons acting by, through, or in concert with them.
I. Unclaimed Funds. Releasing Claimant acknowledges that, upon the Effective Date, this Release is binding and enforceable and that, within a reasonable period thereafter, the third-party settlement administrator selected by Releasing Claimant’s Counsel will cause the Payment and eGift Card to be provided to Releasing Claimant as set forth in Section II, provided that Releasing Claimant complies with the obligation to provide any information necessary for the settlement administrator to fulfill its reporting obligations, including by providing to the settlement administrator the Releasing Claimant’s Social Security Number or Individual Taxpayer Identification Number as set forth in Section II.A.4.
J. Representation. Releasing Claimant represents and warrants that Releasing Claimant’s understanding is that Releasing Claimant is represented by Releasing Claimant’s Counsel and only Releasing Claimant’s Counsel with respect to the Released Claims. To the extent Releasing Claimant is or was represented by other counsel as well as Releasing Claimant’s Counsel, Releasing Claimant hereby confirms that Releasing Claimant wants Releasing Claimant’s Counsel and only Releasing Claimant’s Counsel to represent Releasing Claimant with respect to those Released Claims, and that any engagements of any other counsel with respect to the Released Claims are terminated.
K. Releasing Claimant’s Representations and Warranties. Releasing Claimant represents and warrants that: (a) he or she visited and interacted with the Website within one year prior to December 28, 2023; (b) he or she has not assigned or otherwise transferred the Released Claims to anyone; (c) he or she has received legal advice from Releasing Claimant’s Counsel with respect to the advisability of entering into this Release; and (d) he or she has read this Release and understands its contents.
L. Governing Law. Except as otherwise provided for in Section II.G, this Release will be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law principles.
M. Entire Agreement. Releasing Claimant acknowledges and agrees that this Release sets forth the complete agreement between Releasing Claimant and the Released Parties regarding the subject matter of this Release, which replaces any other agreements, promises, or representations, written or oral, regarding the subject matter of this Release. Releasing Claimant acknowledges and agrees that this Release cannot be modified, except through a subsequent written agreement signed by Releasing Claimant and a duly authorized representative of WSI.
N. WSI’s Signature. WSI will counter-sign this Release by signing a separate acknowledgement. The “Effective Date” of this Release will be the date on which WSI signs such acknowledgement. Releasing Claimant will not be entitled to any Consideration until WSI signs the acknowledgement. WSI may decline to sign the acknowledgement if the terms of the aggregate settlement are not met.
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