Club O

These Terms and Conditions (this "Agreement") govern any membership in the Club O Membership Program. Club O Membership is a program administered by Overstock.com, Inc., a Delaware corporation ("we," "us," "our," "ours"). Purchase or use of the program at any time subjects the purchaser or user ("you," "your," "yours," "Members") to the terms and conditions hereof.

BENEFITS
Club O Membership entitles Members to the following benefits:

• 5% off the current site prices on all eligible purchases made at Overstock.com.
• FREE standard shipping within the continental United States on all eligible purchases made at Overstock.com.
• Access to our special Club O Membership customer service representatives.

CERTAIN MEMBERSHIP CONDITIONS

1. Club O Membership is available to all qualifying individuals 18 years of age or older.
2. We reserve the right to refuse Club O Membership to any applicant and Club O Membership is revocable at any time without cause at our sole discretion (see Program Termination section below).
3. Limit one Club O Membership per account.
4. Limit three memberships per billing address.
5. For any discount or other benefit to apply, the Club O Membership account number must be active and available at the time of purchase. You will not be reimbursed retroactively for purchases made without a Club O Membership discount.
6. Club O Membership benefits are only valid on eligible purchases from www.overstock.com. Club O Membership discounts are not available on the purchase of any Club O Memberships.
7. Club O Membership discounts cannot be combined with any other discount or coupon, including affiliate-offered coupons. Exceptions: customer service issued credit. Where applicable, Club O members will receive the greater of the discounts offered.
8. Club O Membership is non-transferable.
9. We expect Members to submit and maintain accurate user information in connection with their Club O Membership account. Such information includes name, address, e-mail address and telephone number. Members can change their account information by (i) completing an Update Member Profile form at https://www.overstock.com/myaccount.html, or (ii) calling us at 1-800-THE BIG O (1-800-843-2446) (Members located outside of the U.S. should call 801-947-3100). We cannot assume any liability for correspondence, mail or e-mail, which is lost, delayed, or misdirected.

CLUB O MEMBERSHIP FEE
The annual membership fee is currently $19.95. We may change the membership fee at any time, but changes will apply only to new and renewal memberships. The fee is not refundable.

TERM
The initial term of Club O Membership shall commence on the date it is purchased and continue until one year from the day on which the membership was purchased, unless we terminate your Club O Membership. The initial fee will be billed to the credit card that is active in your Overstock.com account.

CLUB O MEMBERSHIP CANCELLATION
You have the right to cancel your Club O Membership at any time. No refunds will be available (unless we terminate the Club O Membership Program; see Program Termination section below). You can cancel your Club O Membership by (i) calling us at 1-800-THE BIG O (1-800-843-2446) (Members located outside of the U.S. should call 801-947-3100), or (ii) contacting us via e-mail at ClubO@Overstock.com.

PROGRAM TERMINATION
We may terminate any or all of the benefits available to you or all Members under the Club O Membership Program at any time with or without notice. In the event of our termination of this program or your Club O Membership, at our election we will either maintain your Club O Membership benefits until expiration of the Member's current membership term or refund each member a pro-rata portion of the membership fee for the remaining portion of your current Club O Membership term.

PRIVACY
As a Member, the information we capture will be subject to the Overstock.com Privacy and Security policy as amended from time to time in accordance with its terms. You may view the current version of the Overstock.com Privacy and Security policy at http://www.overstock.com/privacy.html. You may receive of a copy of the Overstock.com Privacy and Security policy by (i) calling us at 1-800-THE BIG O (1-800-843-2446) (Members located outside of the U.S. should call 801-947-3100), or (ii) contacting us via e-mail at ClubO@Overstock.com.

DISCLAIMERS; LIMITATION OF LIABILITY
USE OF CLUB O MEMBERSHIP IS AT YOUR SOLE RISK. THE CLUB O MEMBERSHIP BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OVERSTOCK.COM, INC, AND ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY "PROVIDER") EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT (i) CLUB O MEMBERSHIP WILL MEET YOUR REQUIREMENTS, (ii) CLUB O MEMBERSHIP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM YOUR USE OF CLUB O MEMBERSHIP WILL MEET YOUR EXPECTATIONS. PROVIDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE CLUB O MEMBERSHIP OR ANY BENEFITS THEREOF; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED VIA THE USE OF CLUB O MEMBERSHIP; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CLUB O MEMBERSHIP DATA; OR (iv) ANY OTHER MATTER RELATING TO CLUB O MEMBERSHIP. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.

GOVERNING LAW
This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to conflict of law principles.

BINDING ARBITRATION
Any controversy or claim arising out of or relating to this Agreement (including any breach thereof) or the Club O Membership Program shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated with any claim or controversy of any other party. The foregoing shall not preclude Overstock.com, Inc. from seeking any injunctive relief in State or Federal courts for protection of their respective intellectual property rights (including such rights of their respective licensors).

CHANGES TO THIS AGREEMENT
We may change the terms of this Agreement at any time by notifying Members of such change in writing. Any change shall take effect upon thirty (30) days from the date of our notice. You may view the current version of this Agreement at http://www.overstock.com/cluboterms.html  or you may obtain a copy of it (i) calling us at 1-800-THE BIG O (1-800-843-2446) (Members located outside of the U.S. should call 801-947-3100), or (ii) contacting us via e-mail at ClubO@Overstock.com.

This Agreement was last modified on February 21, 2008.