TERMS OF USE

IMPORTANT LEGAL INFORMATION: PLEASE READ THESE TERMS AND CONDITIONS, WHICH INCLUDE A BINDING ARBITRATION AGREEMENT, CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS AND CONDITIONS APPLY TO ALL VISITORS TO OR USERS OF SHOEMETRO.COM AND ALL OTHER SHOEMETRO WEBSITES. REFERENCES TO “SHOEMETRO.COM” OR “THIS WEBSITE” SHALL REFER GENERALLY TO ALL OF SHOEMETRO’S WEBSITES, INCLUDING MOBILE APPLICATIONS. YOUR USE OF THIS WEBSITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE.

Arbitration Agreement. By using this Web site (“Website”) you agree that all claims relating to your access or use of this Website, including all disputes arising out of, or related to, any products or services purchased from ShoeMetro (“ShoeMetro”, “us”, “we”, or “our”) through this Website, will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Commercial Arbitration Rules of either the American Arbitration Association (“AAA”) or the Judicial Arbitration and Mediation Services (“JAMS”); provided that, this Arbitration agreement does not extend to claims for infringement or other misuse of intellectual property rights for which either party can bring suit in a court of competent jurisdiction. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s or JAMS’ applicable rules. To begin an arbitration proceeding, you may send a letter requesting arbitration and describing your claim to: ShoeMetro, Deputy General Counsel, 8960 Carroll Way, Suite 100, San Diego, California, 92121. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the United States in the county where you live or at another mutually agreed upon location.

The arbitrator will be appointed in accordance with the AAA or JAMS rules. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the applicable provisions of these Terms of Use and to fashion appropriate remedies for breaches thereof, including injunctive, declaratory, or statutory relief; provided that the arbitrator will not have any right or authority: (i) in excess of the authority a court having jurisdiction over the dispute would have absent this arbitration agreement; or (iii) to modify these Terms of Use. ShoeMetro agrees to reimburse your reasonable attorneys’ fees and costs for claims totaling less than ten-thousand dollars ($10,000) and agrees not to seek attorneys’ fees or costs from you unless the arbitrator finds your claims to be frivolous or to have been brought in bad faith. In determining whether a claim is frivolous, the arbitrator may consider whether we have offered full relief to you in relation to your individual claim, including but not limited to a full refund of the sum you paid for goods you purchased from us.

This arbitration agreement does not apply to Commercial Entities (defined below) that use this Website in violation of these Terms of Use or who undertake any act that violates these Terms of Use.

Class Action Waiver. YOU AGREE THAT YOU WILL RESOLVE ANY DISPUTE ARISING OUT OF THIS AGREEMENT ON AN INDIVIDUAL BASIS. ANY CLAIMS BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS THE PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR REPRESENTATIVE PROCEEDING. THIS AGREEMENT ALSO PREVENTS YOU FROM PARTICIPATING IN AN EXISTING CLASS ACTION BROUGHT BY ANY OTHER PARTY. IF THIS CLASS ACTION WAIVER IS FOUND TO BE VOID OR UNENFORCEABLE, THE DISPUTE SHALL BE RESOLVED IN STATE OR FEDERAL COURT RATHER THAN IN ARBITRATION.

Copyright Notice and Trademark. The design of this Website and all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software and other material displayed on or that can be downloaded from this Website (hereinafter referred to as “Site Content”), are the property of ShoeMetro or its suppliers, and are protected by United States and international copyright laws. ShoeMetro, together with its affiliates, successors and assigns, retains all rights regarding its trademarks, tradenames, brand names, and trade dress (hereinafter referred to as “Marks”). These Marks and all associated logos or images, are registered and/or common law trademarks of ShoeMetro and its affiliates and are protected by United States and international laws and treaties. No license to the use of such Marks is granted to you under these terms and conditions or by your use of this Website. Your misuse of the Marks displayed on this Website is strictly prohibited. The Site Content and Marks may not be used except as permitted in these Terms of Use or with prior written consent of the owner of such material, as evidenced by the signature authority of a duly authorized corporate officer.

License and Use of Materials. Use of this Website grants authorized persons a limited license to access and make personal use of this Website. This license does not include any resale or commercial use of this Website or its contents; any collection and use of any product listings, descriptions or prices; any derivative use of this Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You are not permitted to download or modify this Website or any portion of it; reproduce, duplicate, copy, sell, resell, visit or otherwise exploit this Website for any commercial purpose; frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout, or form) displayed within this Website; or use any Meta tags or any other “hidden text” utilizing the ShoeMetro name or its derivative names or Marks without prior written consent of ShoeMetro, as evidenced by the signature authority of a duly authorized corporate officer. Any unauthorized use of this Website terminates the license granted by ShoeMetro.

If you access or download any textual information, images, data, files or software from this Website, the software, including any textual information, images, files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are non-exclusively licensed to you, as an authorized user, under these Terms of Use. ShoeMetro retains full and complete title to the Software; reserves all licensed or unlicensed rights to the Software; and does not transfer title to the Software to you. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce any Software to any human-perceivable form, without the prior written consent of ShoeMetro, as evidenced by the signature authority of a duly authorized corporate officer.

All information of any kind or nature, received, viewed or communicated in connection with this Website, including customer account information, is deemed to be owned, controlled and reserved for any and all legitimate business purposes, without limitation, by ShoeMetro. No materials, information, data or images may be copied, reproduced, transmitted, republished, uploaded, posted or distributed in any way; provided that you may download one copy of such material on any single computer for your non-commercial use only. The use of any materials, information, data or images on any other website or networked computer environment is prohibited. Modification or use of the materials, information, data or images obtained through the use of this Website for any other purpose is a violation of ShoeMetro’s copyright, trademarks and contractual rights.

User Content. By using this Website or sending us an email, you are communicating with us electronically and consent to receive communications from us electronically or by other means, including promotional, transactional or service-related communications. All agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You are permitted to transmit to us, or post to this Website, any material, information, suggestions, ideas, product reviews, comments, testimonials, questions or other information (“User Content”); provided that the User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. ShoeMetro has the right, but not the obligation, to monitor and edit or remove any User Content, and takes no responsibility and assumes no liability for any content posted by you or any third party. User Content is and will be considered non-confidential and non-proprietary. We will have no liability related to the content of any such User Content, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise.

By submitting User Content, you grant ShoeMetro and its affiliates and designees a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use any or all of the User Content for any purpose whatsoever, including, without limitation, reproduction, transmission, disclosure, translation, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. You also grant ShoeMetro and its affiliates and sub-licensees the right to use the name that you submit in connection with User Content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the User Content that you supply; that the User Content is accurate; that the User Content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify ShoeMetro, or its affiliates, for all claims and costs resulting from User Content you supply.

Site Account and Minors. If you choose to create an account on this Website (“Account”), you will have a password for your Account. You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your Account or password. ShoeMetro and its affiliates may revoke your right to have an Account at any time if you fail to comply with these Terms of Use. ShoeMetro and its affiliates may also refuse service, terminate accounts, remove or edit content or cancel orders in their sole discretion.

ShoeMetro sells goods and services to adults who can purchase goods or services with a credit card or by other similar means. If you are under eighteen (18) years of age, you may use this Website only with involvement and consent of a parent or guardian.

Restrictions on Use by Commercial Entities. Commercial footwear dealers, including competitors, distributors, wholesalers, manufacturers, together with their respective officers, directors, employees, agents, successors and assigns, (hereinafter referred to as “Commercial Entities”), are prohibited from using this Website for any purpose, including, but not limited to, accessing or purchasing goods or services resulting from use of this Website. Commercial Entities that use this Website in violation of these Terms of Use, shall, without limitation, indemnify and hold ShoeMetro, and its affiliates, harmless for any and all losses or damages sustained by ShoeMetro, including losses or damages of whatever kind or nature, such as actual attorneys’ fees, damages, fees and court costs, resulting from any use of information, photos, images, data, pages, goods or services obtained through the use of this Website or its product sales. Any Commercial Entities shall be held legally responsible for any and all resulting losses or consequential damages sustained by ShoeMetro or its affiliates arising from the Commercial Entity: falsely representing itself as a “consumer” or “customer” or making other similar misrepresentations; wrongfully using this Website or undertaking the purchase of goods or services offered through this Website through any means whatsoever, including, but not limited to, purchases effected by email, instant message, facsimile, purchase order, telephone, e-commerce or any other means; undertaking any act, intended or unintended, to initiate, construe, allege, claim or represent a violation of third party manufacturer sales distribution agreements to any party, either in oral or written form, that result in consequential losses and damages or loss of business opportunity to ShoeMetro. ShoeMetro reserves the right to seek and obtain immediate temporary or injunctive relief orders against any Commercial Entities through a court of competent jurisdiction, without imposition of bond, at any time. ShoeMetro further reserves the right to seek any appropriate additional consequential damages sustained through the prohibited use of this Website, any alleged act constituting tortuous business interference, or any other contractual breach, deemed to in any way harm ShoeMetro’s ability to sell any goods or services, from a court of competent jurisdiction.

Accuracy of Information. ShoeMetro and its affiliates attempt to ensure that information on this Website is complete, accurate and current. Despite our efforts, the information on this Website may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness or accuracy of any information on this Website. In addition, we may make changes in information about price and availability without notice. Further, pricing information on other Websites that claim to represent correct pricing on our Website may not be correct or current. If a product offered by ShoeMetro itself is not as described, your sole remedy is to return it and its packaging in unused condition. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a good or service. We reserve the right, without prior notice, to limit the order quantity on any good or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

Safe Shopping Guarantee. When you use this Website to purchase goods, we guarantee that your credit card information is safe and secure and that you will not be responsible for unauthorized charges to your credit card made in connection to this Website (the “Safe Shopping Guarantee”). To use the Safe Shopping Guarantee, immediately notify your credit card of any unauthorized charges made to your credit card in connection with this Website. Forward a confirmation from your credit card company detailing the unauthorized charges made to your account to [email protected] Upon receipt of this confirmation, we will reimburse you up to fifty dollars ($50), which is the maximum liability your credit card company can charge you for unauthorized credit card activity pursuant to the Fair Credit Act.

Risk of Loss and Requirement to Pay. All goods purchased from or through this Website are made pursuant to a shipment contract. This means that the risk of loss and title for such goods pass to you upon our delivery to the carrier. To the extent you receive goods or services from this Website, but have not paid for such goods or services, and subsequently fail to pay for goods or services obtained in any manner, ShoeMetro, in its sole discretion, reserves the right to charge you (i) interest in the amount of one and a half percent (1.5%) compounding monthly; or (ii) interest in the maximum amount allowable under law, until such time that all principal amounts and interest have been paid in full. Irrespective of any affirmative defenses you may raise, you are at all times obligated to immediately pay for such goods or services obtained from ShoeMetro, of whatever kind or nature.

Disclaimers. USE THIS WEBSITE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER SHOEMETRO, ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES WARRANTS THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THIS WEBSITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS WEBSITE MAY BE OUT OF DATE AND NEITHER SHOEMETRO, ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ARE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW IN NEW JERSEY BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH LIMITATION OR PROHIBITIONS.

ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEBSITE ARE AUTHENTIC, ARE SOLD IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE LAW, AND ARE SOLD “AS IS” AND “WHERE IS.” TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES OR MISAPPROPRIATION, ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. BY PURCHASING A PRODUCT FROM THIS WEBSITE YOU ARE ACCEPTING THE PRODUCT IN ITS CURRENT CONDITION AND ACKNOWLEDGE NO WARRANTIES APPLY TO THE PRODUCT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ARE ENFORCEABLE IN NEW JERSEY TO THE FULLEST EXTENT PERMITTED BY LAW BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH LIMITATION OR PROHIBITIONS.

Limitations of Liability. ShoeMetro does not assume any responsibility or liability for any damages to, or any viruses that may infect, your computer, telecommunication equipment or other property caused by or arising from your access to, use of or browsing this Website or your downloading of any information or materials from this Website. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER SHOE METRO, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE (EXCEPT IN NEW JERSEY WITH RESPECT TO THE AVAILABILITY OF TREBLE DAMAGES UNDER THE NEW JERSEY CONSUMER FRAUD ACT), INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE ENFORCEABLE IN NEW JERSEY TO THE FULLEST EXTENT PERMITTED BY LAW BUT MAY NOT APPLY IN OTHER STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN THE EVENT OF ANY PROBLEM WITH THIS WEBSITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEBSITE TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THIS WEBSITE, YOU ACKNOWLEDGE THAT SHOE METRO HAS MADE NO REPRESENTATIONS AND ISSUED NO WARRANTIES WITH RESPECT TO SUCH PRODUCTS OR SERVICES, AND YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT OR SERVICES FROM SHOE METRO IN ACCORDANCE WITH THE RETURNS AND EXCHANGES POLICIES POSTED ON THIS WEBSITE.

Applicable Law. These Terms of Use will be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any principles of conflicts of laws. If any dispute arising from your use of this Website is found not to be arbitrable, or if the class action waiver is not enforceable, then ordinary choice of law rules will apply in any court proceeding in which the matter is adjudicated. Any action seeking legal or equitable relief arising out of or relating to this Website will be brought only in the courts of the State of Ohio or the United States District Court for the Southern District of Ohio. A printed version of these Terms of Use will be admissible in judicial and 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.