Website Terms and Conditions of Use

Welcome to the Vince Camuto Website (hereafter, "VC Website," "Website," or "Site"), owned by and/or brought to you by Vince Camuto, LLC and/or its affiliates collectively d/b/a Camuto Group (collectively, the "VC Parties" or "Camuto"). The VC Website is provided as a service to its users and customers. Please read the terms and conditions governing your use of this Site (the "Terms of Use") and other legal notices, including the Privacy Policy, as your use of the Site demonstrates your acceptance and agreement to abide by these Terms of Use and the conditions of the other legal notices, which are incorporated herein. Although you may "bookmark" a particular portion of this Site and thereby bypass these Terms of Use, your use of this Site still binds you to them. The VC Parties reserve the right, at their sole discretion, to change, modify or otherwise alter the Site and these Terms of Use at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof. Please review the Terms of Use periodically and carefully. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised Terms of Use.

LICENSE TO USE SITE

The VC Parties grant you, if you are at least 13 years old or are visiting the Site under the supervision of a parent or guardian, a limited license allowing you to access and make personal and private use of this Site for the purpose of researching, evaluating and/or shopping for available Site products. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the VC Website so long as the link does not use any proprietary content from the VC Website (e.g., you cannot use a logo from the Site as a button-icon for your link) and does not portray the VC Website, Vince Camuto, the VC Parties, or the Site's products or services in a false, misleading, derogatory, or otherwise offensive matter. However, you are strictly prohibited from deep linking to this Site or using any other unauthorized linking technology to access or connect to this Site. You are also granted a limited, revocable, and nonexclusive right to download one (1) copy of any images or graphics that appear on the VC Website on one (1) single computer for your personal, non-commercial use only, provided you do not alter or remove any copyright, trademark, author attribution or other proprietary notices and legends. You are strictly prohibited from downloading any materials or content from the VC Website in any environment of networked computers. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading. You cannot otherwise transmit, distribute, reproduce, copy, e-mail, send, publish, display, modify, store, create derivative works from, sell or participate in any sale of or exploit in any way, or otherwise make use of such personal copy of any image or graphic from the VC Website or any other part of the Site contents.

You are not allowed to make any commercial or other use of the Site or any portion of it. You are not allowed to download (other than page caching), store, or modify the Site or any portion of it. 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; any reverse-engineering, translating or modifying of the Site; or any use of data mining, robots, spiders or other similar extraction tools to monitor or copy this Site. You may not frame or use framing techniques to enclose any trademark, logo, graphic or other proprietary information (including images, text, page layout, or form) of the VC Website without express written consent. You may not use any metatags or other "hidden text" utilizing Vince Camuto's name or any of the trademarks appearing on the VC Website. Any unauthorized use of the Site terminates the limited license granted herein. Nothing contained on the Site should be construed as granting any license or right to use any trademarks, logos, graphics or images displayed on the Site.

In addition, you are prohibited from harming or misusing the Site in any way, including, but not limited to, hacking into the Site's systems; stopping or impeding the functionality of the Site; sending, distributing, or otherwise transmitting fraudulent or fake e-mails, including phishing e-mails, attributed to or referencing the VC Website; and/or uploading to, distributing or otherwise publishing through the VC Website any information or material that (a) violates or infringes the proprietary rights of any person or entity, including the VC Parties and Vince Camuto; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic or could give rise to any civil or criminal liability under any law; or (c) includes any viruses, worms, Trojan horses or other harmful code or properties.

If your use of the Site violates the law or harms any other Site user or the Site itself, the VC Parties reserve the right, in their sole discretion, to refuse to provide you with services and to terminate your Site account, if you have one, and/or to cancel any orders you may have placed. If you register with the Site to create an account or if you purchase any product(s), you agree to provide current, true, and factually accurate information about yourself, as requested during the account registration and/or ordering process. If you supply any false, inaccurate, incomplete or otherwise misleading information about yourself or your identity, for any reason, or if the VC Parties have any reason to suspect that you have acted in this manner to misinform the Site, then the VC Parties, in their sole discretion, have the right to suspend or terminate your account, cancel part or all of any order and can refuse you current or future use of the Site.

ACCURACY OF SITE CONTENTS

The VC Parties use their best efforts to ensure that the Site contents are accurate and current. However, there may sometimes be information on the Site containing typographical errors, inaccuracies, or omissions possibly relating to product descriptions, pricing, availability, color and other matters. The VC Parties make no warranties or representations regarding the accuracy of such information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice to you, even if such corrections occur after you have placed an order. We apologize for any inconvenience this may cause you. If you are not completely satisfied with your VC Website purchase you may return it with your invoice by mail. Please see our Return Policy.

INTELLECTUAL PROPERTY

Camuto Consulting, Inc. and Vince Camuto, LLC d/b/a Camuto Group, its licensees, sub-licensees and website content suppliers and licensors (collectively, the "VC Website Content Owners") own all copyrights, patents, trademarks, trade dress, proprietary information, technologies, products, processes, or other proprietary rights in or derived from all Site materials, including, but not limited to, code, graphics, images, illustrations, designs, icons, photographs, audio clips, video clips, digital downloads, data compilations, button icons, logos, computer software and text (collectively, the "VC Website Content"). All worldwide rights, titles and interests are reserved.

Copyright

All VC Website Content is copyrighted and protected by United States and international copyright laws and may not be reproduced, published, broadcast, posted, modified, transmitted, displayed, distributed, downloaded or otherwise used except as provided herein without the express written permission of the VC Parties. All such VC Website Content, including any compilations, is the exclusive property of the VC Website Content Owners. Some software used to support this Site may be owned and copyrighted by third-parties and such third-party software is the exclusive property of those suppliers and is also protected by United States and international copyright laws.

Trademarks

VINCE CAMUTO, the VINCE CAMUTO CREST Design trade mark and other trade names, service marks, service names, product names, graphics, logos, page headers, button icons, and scripts, appearing on the VC Website, whether or not delineated with trademark symbols or emphasized in any other manner, are trademarks, registered trademarks and/or trade dress of Camuto Consulting, Inc. and Vince Camuto, LLC d/b/a Camuto Group or its affiliates in the U.S. and/or other countries (collectively, the "Marks"). The collection, arrangement, design, layout, and assembly of all such Marks, including any other protectable elements contributing to the look and feel of the VC Website, constitutes protectable trade dress. Camuto Consulting, Inc.'s and Vince Camuto, LLC's trademarks and the VC Website trade dress may not be used or misused in connection with any other product or service, in any manner that is likely to cause confusion among customers, in any manner that disparages or discredits Camuto Consulting, Inc., Vince Camuto, LLC, the VC Parties, or Vince Camuto, or in any other manner that may violate copyright, trademark, slander or libel laws, privacy and publicity law, and communications regulations and statutes. Camuto Consulting, Inc. and Vince Camuto, LLC, actively and aggressively enforce their intellectual property rights to the fullest extent of the law. All other trademarks not owned by Camuto Consulting, Inc., Vince Camuto, LLC, and the VC Parties appearing on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the VC Parties.

Patents

One or more patents may apply to this Site and to the features and services accessible via the Site. Portions of this Site may operate under license of one or more patents.

SUBMISSION OF IDEAS AND INFORMATION TO THE VINCE CAMUTOWEBSITE

The VC Parties shall have a permanent, irrevocable license to modify, retransmit, license, distribute, sell or otherwise use in any manner any and all information, including suggestions, product designs, and ideas that you submit to them through your use of this Site, without any obligation to compensate or further notify you of such use.

YOUR WESBITE ACCOUNT

If you use the VC Website, you may be required to establish a Site account and may need to select a password and account user name. You alone are responsible for maintaining the confidentiality of your account log-in information, including your password, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password, whether or not authorized by you. You agree to (a) immediately notify the VC Parties of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log-off from your account at the end of your every use of the Site. The VC Website sells products that may appeal to under-age individuals, but such products are sold to adults, who can use a credit card or another accepted payment method. If you are under 13, you may use the Site only under a parent or guardian's supervision. The VC Parties reserve the right to refuse service, terminate accounts or purchase orders, or remove or edit content in their sole discretion and will not be liable for any loss or damage you allege or sustain arising from your failure to comply with this paragraph.

USER COMMENTS, FEEDBACK, REVIEWS AND OTHER POSTED USER CONTENT

Users of the VC Website may post comments, including reviews, feedback, and other content and submit suggestions, ideas, comments, materials, questions, or other information (collectively, "User Content"), so long as the substance of your User Content is not illegal, obscene, threatening, libelous, defamatory, invasive of privacy, scandalous, inflammatory, pornographic or profane, 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 e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any posted content. The VC Parties reserve the right (but not the obligation) to remove or edit such User Content, but does not regularly review it.

If you do post User Content, which you provide to the VC Website on a non-confidential and non-proprietary basis, you grant the VC Parties a nonexclusive, royalty-free, perpetual, irrevocable, unrestricted, and fully transferable and sublicensable right to use your User Content for any purpose whatsoever, including use, reproduction, modification, adaption, publication, translation, broadcast, transmission, creation of derivative works from, distribution, and display throughout the world in any media. You grant the VC Parties and their sublicensees the right to use the name that you submit in connection with such User Content, if they choose. You represent and warrant that you are the sole author of and/or own or otherwise control all of the rights to the User Content that you post; that the User Content is accurate; that use of the User Content you supply does not violate these Terms of Use and will not cause injury to any person or entity or violate the right of any third party; that you are at least 13 years old; that you voluntarily waive any "moral rights" that you may have in such User Content; and that you will indemnify the VC Parties for all claims resulting from the User Content you supply. You are and shall remain solely responsible for the User Content you provide. The VC Parties take no responsibility and assume no liability for any User Content posted by you or any third party. The VC Parties reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use, including the right to block access from a particular internet address to this Site.

ELECTRONIC COMMUNICATIONS

When you visit the VC Website or send e-mails to the VC Parties, you are communicating with us electronically. Through such use of the Site, you agree to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that these types of communications be in writing.

RISK OF LOSS

The risk of loss and title for all items purchased by you from the VC Website will pass to you upon our delivery of such items to the carrier who will make final delivery to you.

PRODUCT AVAILABILITY

The VinceCamuto Parties take pride in providing exclusive, quality merchandise. Some featured items may be available only in limited quantities or only while supplies last. Once an item is out of stock, we will either post a message that it is "out of stock" or attempt to remove it promptly from display on the VinceCamuto Website. Display of an item on the Site does not guarantee that it is currently in stock or that it will be available in the future. If you cannot find an item you saw during a previous Site visit or if you have questions concerning the availability of an item, please contact Customer Service at customerservice@VinceCamuto.com or at 1-866-239-0643. We will make every effort to fulfill your requests whenever possible.

PRICING

Except where noted otherwise, the listed price displayed for products on the VC Website represents the full retail product price identified on the product hang-tag. Prices displayed on the VC Website are quoted in U.S. currency and are valid and effective only in the United States. Prices are subject to change at any time and the listed price may or may not represent the prevailing price in every location where Vince Camuto products are available, on any given day.

Please note that the VC Parties are unable to confirm the price of an item until after you place your order; however, we do NOT charge your credit card until after your order has entered the shipping process. If however, your credit card is inadvertently charged, you will promptly receive a credit to your card for the erroneously charged amount. Despite our best efforts, a small number of items shown on the Site may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

PRODUCT INFORMATION, DISPLAY AND COLORS

The VC Website makes every reasonable effort to provide you with accurate product information and to display as accurately as possible the colors, textures or details of the Site's available products. However, the VC Parties do not warrant that product descriptions or other content presented on this Site are accurate, complete, reliable, current, or error-free. We cannot guarantee that your computer monitor's display of any product will be accurate and, as such, will not be held responsible for any differences in the actual product and the display of it on your monitor. If you are dissatisfied with any item you purchase from the VC Website, due to any perceived differences in its display or description on the Site, you may return it to us or exchange it for another product, so long as it is in unused condition. Please review our posted content on the Site concerning Returns for more information.

WEBSITE ORDERS

We may, at our own discretion, limit or cancel quantities of products purchased per person, per household or per order. We reserve the right to refuse any order you place with us. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event we change an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time you made the order. We reserve the right to limit or prohibit sales to dealers, resellers or distributors. If you do not agree to these terms, please do not use this Site.

LINKS TO THIRD-PARTY WEBSITES AND SERVICES

The VC Website may contain links to third-party websites, the availability and content of which are not under the Site's control. The VC Parties make no representations or warranties about any linked third-party websites and have no responsibility for the linked websites or their content nor do they necessarily endorse them. Any linked third-party websites are provided solely for the convenience and information of the Site users and you should link to them at your own risk. In addition, certain third-party sites may provide links to the VC Website. None of these third-party-hosted links should be deemed to imply an endorsement by the VC Parties of such third-party host site or its content.

The VC Parties expressly disclaim any responsibility or liability for any damage, loss, or injury that you may incur arising out of your interaction with any third-party website accessed initially through a link made available through the Site.

DISCLAIMER OF WARRANTIES

THIS WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED, DISTRIBUTED, AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE WEBSITE'S OPERATION OR CONTENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET-ENJOYMENT, DATA ACCURACY AND SYSTEMS INTEGRATION, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE VC PARTIES EXPRESSLY DISCLAIM ANY DUTY TO UPDATE OR REVISE THE MATERIALS ON THIS SITE, ALTHOUGH SUCH MATERIALS AND THE SITE ITSELF MAY BE MODIFIED AT ANY TIME WITHOUT NOTICE.

THE VC PARTIES DO NOT WARRANT: THAT THE SITE, ITS CONTENTS, INFORMATION, MATERIALS, OFFERED PRODUCTS OR SERVICES WILL BE ACCURATE, RELIABLE OR ERROR-FREE, OR THAT ANY ERRORS IN SUCH CONTENT WILL BE CORRECTED; THAT THE SITE, E-MAILS SENT FROM IT, OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR ANYTHING ELSE THAT MAY BE HARMFUL; OR THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED. YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT OR SOFTWARE YOU USE WHEN USING OUR WEBSITE. NEITHER THE VC PARTIES NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SITE OR ANY ASPECT THEREOF SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE OR INABILITY TO USE THIS SITE, OR ERRORS OR OMISSION IN THE CONTENT THEREOF, EVEN IF THE VC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ACCESS TO AND USE OF THE SITE AND THE CONTENT THEREOF IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

TO THE EXTENT ALLOWED BY LAW, THE TOTAL LIABILITY OF THE VC PARTIES TO YOU FOR ANY DAMAGES (REGARDLESS OF THE REASON THEREFOR) WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY ACTUALLY PAID BY YOU DURING THE SIX (6) WEEKS IMMEDIATELY BEFORE THE ACT THAT YOU STATE GIVES RISE TO YOUR ALLEGED CLAIM AGAINST THE VC PARTIES.

CERTAIN STATE 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.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the VC Parties, their affiliates, parents and respective officers, directors, employees, agents, licensors, representatives, and third-party providers to the Site from and against any and all claims, damages, losses, costs and expenses, including reasonable attorneys' fees, arising from or related to your use of the Site or from any violation of these Terms of Use by you. The VC Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any matter subject to this indemnification by you, in which event you agree to fully cooperate with the VC Parties in asserting any available defenses.

MISCELLANEOUS

Unless otherwise specified, this Site and the Contents thereof are displayed solely for the purpose of promoting those Site products and services available in the United States and Canada. Access to this Site from other locations where its use or content is illegal is prohibited. Visitors to this Site are responsible for their own compliance with local laws regarding website use and access. This Site is controlled by the VC Parties from the Camuto Group offices in Greenwich, Connecticut.

APPLICABLE LAW

By visiting the VC Website you agree that the laws of the State of Connecticut, United States of America, without regard to principles of conflict of laws, will govern these Terms of Use, including any disclaimers. Any dispute of any sort arising under these Terms of Use shall be resolved exclusively by the state and/or federal courts of the State of Connecticut, Fairfield County or the District of Connecticut, and you consent to exclusive jurisdiction and venue in such courts.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

We reserve the right to make changes to and/or revise our Site, policies, legal notices, and these Terms of Use at any time. All such changes and revisions will be effective immediately upon being posted or made to this Site. By surfing, using, browsing or making any purchases or request for services from the VC Website, you acknowledge that you have received notice of, have read, understood and consent to be bound by any changes to these Terms of Use and to any changes to the Site or the Site policies and legal notices and you agree to comply with all applicable laws and regulations. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. If you do not agree with these conditions, please do not use the Site.

TERMINATION

These Terms of Use are effective unless and until terminated by the VC Parties, at any time. In addition to any other legal or equitable remedy, the VC Parties may revoke any or all of your rights under these Terms of Use or terminate these Terms of Use immediately without notice. The VC Parties can also deny you access to the Site and revoke any password(s) and/or account information issued to you, if in their sole discretion, you fail to comply with any term or provision of these Terms of Use or other Site legal notices and policies. Upon such termination, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made pursuant to these Terms of Use or otherwise. ©2009 Vince Camuto, LLC. ALL RIGHTS RESERVED. VINCE CAMUTO is a Trademark of Camuto Consulting, Inc.