TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

These Terms of Use describe the terms and conditions applicable to your access and use of the websites, applications and other interactive features or downloads that are operated by us and which contain these Terms of Use (collectively, the “Site”). This Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). By using this Site, you agree to these Terms. If you do not agree to these Terms, do not use this Site.

We may change the Terms from time to time. You are encouraged to review the Terms periodically for modifications. By using this Site after we post any changes to these Terms, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to these Terms, you should not use this Site.

ELIGIBILITY AND SCOPE

This Site is offered and available to users who are 13 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

The Site is intended for use by individuals located in the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from territories where the Site’s contents are illegal or prohibited is strictly forbidden. Those who choose to access this Site from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

PRIVACY

Your use of this Site is subject to our Privacy Policy, which is incorporated into these Terms by this reference. Please review our Privacy Policy for more information on how we collect, use and disclose information from our users.

ACCOUNT

You may be given the opportunity to register via our Site. 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. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). We reserve the right to terminate accounts, remove or edit content, or cancel orders at our sole discretion.

COPYRIGHT AND TRADEMARKS

Everything located on this Site is the exclusive property of Keds, LLC, its affiliates, or its content suppliers. The compilation, arrangement and assembly of all content on this Site is the exclusive property of Keds, LLC and is protected by U.S. and international copyright laws. All software used on this Site is the property of Keds, LLC or its software suppliers and is protected by United States and international copyright laws.

The Keds trademarks, logos, and product names are the property of Keds, LLC. All other trademarks not owned by us that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

LICENSE AND SITE ACCESS

We grant you a limited, non-exclusive, non-transferable, revocable license to access and make personal, non-commercial use of the Site. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site 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.

This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by us.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site so long as the link does not portray us, our affiliates, or our products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of our logos or other proprietary graphics or trademarks as part of the link without express written permission.

YOUR OBLIGATIONS AND RESPONSIBILITIES

In the access or use of the Site, you shall comply with these Terms and the special warnings or instructions for access or use posted on the Site. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Site or any Content or services that may appear on this Site and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of these Terms, if you default negligently or willfully in any of the obligations set forth in these Terms, you shall be liable for all the losses and damages that this may cause to us, our affiliates, partners or licensors.

USER CONTENT

We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Site (collectively, “submit”) messages, comments, text, illustrations, files, images, graphics, photos, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content, regardless of whether or not it is published.

You shall be solely responsible for your own User Content and the consequences of submitting and publishing it. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit; and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Site pursuant to these Terms.

You retain all of your ownership rights in your User Content. However, by submitting User Content to us, you hereby grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under these Terms.

In connection with User Content, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein.

You agree that your conduct on the Site will comply with (and you agree that all User Content that you submit shall comply with) our Acceptable Use Policy set forth below. We do not endorse any User Content submitted to the Site by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Content.

We may, but are not obligated to, monitor or screen User Content. We have the right, in our sole and absolute discretion, to edit, redact, refuse to post, remove, or otherwise alter any User Content that is available on the Site for any reason. Without limiting the foregoing, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You understand that when using the Site you will be exposed to User Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.

ACCEPTABLE USE POLICY

You agree not to use the Site to submit or otherwise transmit: (i) User Content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise objectionable as determined by us in our sole discretion; (ii) User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any party; (iv) unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (v) any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (vi) User Content that impersonates any person or entity, including any of our employees or representatives; or (vii) User Content that includes personally identifiable information about another person without that person’s explicit consent.

You further agree not to: (i) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site; (ii) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; (iii) violate any requirements, procedures, policies or regulations of such networks; (iv) restrict or inhibit any other person from using the Site; (v) harvest or collect information about Site users without their express consent; (vi) use any device, software or routine that interferes with the proper working of the Site; or (vii) otherwise attempt to interfere with the proper working of the Site.

We may suspend or terminate your access to the Site or your account if we believe you have violated this Acceptable Use Policy.

COPYRIGHT INFRINGEMENT

If you believe that any material on the Site infringes your copyright, you may request that such material be removed. This request must be in writing and must include the following information: (a) identification of the copyrighted work that you believe to be infringed; (b) identification of the material that you believe to be infringing and a description of where it is located on the Site; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) a signature or the electronic equivalent from the copyright holder or authorized representative.

PRODUCT INFORMATION

We have made every effort to display as accurately as possible the colors of our products that appear on the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate.

We attempt to be as accurate as possible in the description of our products. However, we do not warrant that product descriptions or other content of this Site is accurate, complete, reliable, current, or error-free. If a product offered by us is not as described, your sole remedy is to return it in unused condition.

PURCHASES

All purchases made through this Site are subject to our acceptance. This means that we may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If your credit card has already been charged for an order that is later cancelled, we will issue you a refund.

You represent and warrant that if you are making online purchases that (i) any credit card information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

LINKS TO THIRD PARTY SITES

This Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators.

DISCLAIMERS

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS PROVIDED ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM 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.

WE MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SITE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE WILL 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (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 INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

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 MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold us, our affiliates, and our and their respective directors, officers, employees and agents harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your use of the Site, your violation of these Terms, or your violation of any rights of another.

TERMINATION

You agree that we may, in our sole discretion, and at any time, terminate or suspend your access to, or use of, the Site, without prior notice to you, for any reason that we, in our sole discretion, deem appropriate, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. You further agree that we will not be liable to you or to any other person as a result of any such suspension or termination.

GOVERNING LAW

These Terms and the relationship between you and us will be governed by the laws of the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under these Terms shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York.

GENERAL

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

CHANGES TO SITE

We may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. We may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability.

INTERNATIONAL USE

We make no representation that materials on this Site are appropriate or available for use in locations outside the United States. If you access this Site from outside the United States, you are responsible for compliance with local laws.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and us and govern your use of the Site, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

QUESTIONS

If you have any questions about these Terms, please contact us through the Site.