Last Updated: August 14, 2024

Please read these terms of use carefully. Your use of the Services confirms your unconditional acceptance of the following terms of use. If you do not accept these terms of use, do not use the Services.

Welcome to Vince Camuto. These Terms of Service (“Terms”) apply to your access to and use of (i) the website located at vincecamuto.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Cart.com, Inc. and VC (together with their affiliates “Provider”, “we”, “our” or “us”), (ii) mobile applications that may be downloaded to your smartphone or tablet (each an “App”), (iii) online services (including the Site and the App, together the “Services”) and (iv) the products sold or otherwise provided by Provider (the “Products”). “VC” shall mean ABG-Digital LLC and its affiliates.

EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, BY USING THE SERVICES, YOU AND PROVIDER AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH PROVIDER, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 19. The terms of sale in Section 8 apply to any purchases you make through the Services. If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Products or Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Products or Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

1 Eligibility and Use Restrictions

(a) Age. You must be at least 16 years old to use or register for our Services. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at customerservice@vincecamuto.com.

(b) Use and Sharing. You may only use our Services for personal, family or household purposes. This means that you may not order Products from the Services for resale. Account registration is or may be limited to United States residents only, and online purchases for the Services are limited to orders shipping within the United States.

2 Privacy

Your use of the Services is subject to our Privacy Policy , which is expressly incorporated into these Terms by reference. Please review our Privacy Policy for information about how we collect, use, share and otherwise process information about you.

3 Mobile Communications

Provider offers mobile messaging and telephone communication programs (programs that facilitate communications such as short messaging service, multimedia messaging service, artificial voice messages, prerecorded voice messages, and/or autodialed communications (collectively, “Program(s)”)), through which it sends periodic automated communications with news and offers. Such communications will be made in accordance with our Mobile Alerts Policy . The Mobile Alerts Policy to your participation in any Program(s), as well as telephonic communications generally. You acknowledge that telephone communications to or from us may be monitored and recorded and you consent to such monitoring and recording. Review the Mobile Alerts Policy here they are considered Supplemental Terms and expressly incorporated into these Terms by this reference.

4 Accounts

You may create an account with VC through the Services, and you acknowledge that it may be necessary to create an account to receive certain Services. If you create an account with us, you must: (a) provide accurate and truthful information; (b) not share or permit others to use your individual account credentials; (c) promptly update any information contained in your account if it changes; (d) use a strong password for your account that is unique to our Services and not used by you in any other website or online service; and (e) maintain the security of your account, as applicable, and (f) promptly notify us if you discover or suspect that someone has accessed your account without your permission or there has been any other breach of security. You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity. If any information you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Supplemental Terms, or any applicable law, then we may suspend or terminate your account. We reserve the right to reject, require that you change, or reclaim email identifiers or other usernames (in each case, as applicable), including on behalf of businesses or individuals that hold legal title, including the respective trademark rights, in the foregoing. We also reserve a more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits, in our sole discretion, for any reason, and without advance notice or liability.

5 User Content

(a) Our Services may allow you and other users to create, post, store, and share content, including reviews, testimonials, communications, messages, text, illustrations, files, images, graphics, photos, videos, comments, feedback, surveys, responses, sounds, music, information, content, data, questions, suggestions and other materials (collectively, “User Content”). By submitting your User Content or by applying any required hashtags or other tags, you agree to these Terms. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.

(b) License to Provider. Except for the license you grant below, as between you and Provider, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content and you remain ultimately responsible for it. You grant Provider and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory. If you do not fully consent to authorize use of User Content as outlined here, do not provide such User Content. If you want to have your User Content removed from the Service, please contact us.

(c) Service Usage Rules. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

▪ Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, misleading, or fraudulent;

▪ Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;

▪ May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;

▪ Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;

▪ Impersonates, or misrepresents your affiliation with, any person or entity;

▪ Contains any unsolicited promotions, political campaigning, advertising, or solicitations;

▪ Contains any private or personal information of a third party without such third party’s consent;

▪ Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content;

▪ Contains links to external sites, including links to phishing or malware sites; or

▪ In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Provider or others to any harm or liability of any type.

(d) Enforcement. Provider has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling an action in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest). Enforcement of this Section 5 is solely at Provider’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 5 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

(e) Exclusive Right to Manage Our Service. We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

▪ Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;

▪ Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;

▪ Take any action with respect to your User Content that is necessary or appropriate, in Provider’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Provider’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and

▪ As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

6 Your Responsibilities

You are responsible for your use of the Services and any use made using your account. By using the Services, you agree that you will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:

▪ Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;

▪ Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

▪ Use or attempt to use another user’s account or information without authorization from that user and Provider;

▪ Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

▪ Sell or resell our Services or order Products for the purpose of reselling them;

▪ Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

▪ Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

▪ Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;

▪ Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

▪ Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Provider grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Provider reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;

▪ Develop or use any applications or software that interact with our Services without our prior written consent;

▪ Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

▪ Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Provider; or

▪ Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

Enforcement of this Section 6 is solely at Provider’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

7 Product, Content and Specifications

The Services may make available features, content, specifications, products, descriptions, images of Products, and prices of Products as well as references and links to Products and coupons or discounts for Products. We attempt to ensure that these are complete, accurate, and current, but despite our efforts, they may occasionally be inaccurate, incomplete, or out of date. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness (including any features, specifications, and prices contained therein). The availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Approximate measurements and other descriptions are provided for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.

8 Terms of Sale

All purchases or other transactions initiated through the Services are governed by the terms set forth in this Section 8.

(a) Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process on the Services.

(b) Restrictions. You may only purchase Products for personal use by either yourself or their intended recipient. The Products are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.

(c) Prices and Taxes. Certain states require that we charge applicable sales tax on product orders. Prices shown exclude all taxes or charges for shipping and handling. Taxes and shipping and handling costs will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices are subject to change at any time without notice. We do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase.

(d) Payment. If you wish to make a transaction, you will be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our payment processors. You represent and warrant that you have the right to use any payment information that you submit in connection with a transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

(e) Shipping; Delivery; Risk of Loss. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions set forth in these Terms or otherwise contained on the Services. You will pay all shipping and handling charges specified during the ordering process. All products from the Site are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Provider. All transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers or insurers for damaged and/or lost shipments. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments. Shipping and order cancellations are subject to Provider’s Shipping Policy.

(f) Order Delays; Cancellation. We reserve the right to delay, refuse, or cancel any order prior to delivery. For example, if there is a pricing error in a Listing or an error related to Product availability, we may correct the error by charging you the correct price or we may cancel your order. We will attempt to contact you if any portion of your order is canceled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.

(g) Returns, Refunds and Exchanges. Returns, refunds, and exchanges will be subject to Provider’s Returns Policy.

(h) Reservation of Rights. VC reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any transaction; to alter the payment option for Products; and to refuse to provide any user with any Product.

9 Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy . If the rules for a Promotion directly conflict with these Terms, the Promotion rules will govern.

10 Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights in the Services and Products are owned by VC or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and intellectual property rights in the Services and Products are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

11 Intellectual Property

(a) Trademarks. The Vince Camuto and VC names (including any and all related names, as applicable) and our logos, product or service names, slogans, identifiers and the look and feel of the Services are trademarks of VC and its affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. All rights in such names are hereby reserved. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Sites confers on you any license or right under any patent or trademark owned or controlled by us or any third party.

(b) Copyright. All information, text, images, photographs, graphics, videos, music, user interface and other content and materials contained on the Services are the copyrighted property of us or our third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the contents of the Services for any purposes. Nothing stated or implied on the Sites confers on you any license or right under any copyright of ours or any third party. The Services and the information contained on the Services are for your personal, non-commercial use only. Except as otherwise specifically permitted herein, you shall not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the contents of the Services, or use the contents of the Services in litigation, or for any commercial or promotional purposes, without the express written consent of VC or its lawful successors and assigns.

All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

12 Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Provider or our products or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to improve or develop products or services in Provider’s sole discretion. Provider will exclusively own all works or improvements based on any Feedback. You understand that Provider may treat Feedback as nonconfidential.

You agree that your Feedback will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback. You agree to clearly and conspicuously disclose if you received compensation or other incentive of any kind, from any source, in exchange for posting Feedback. You are solely responsible for any Feedback you make and their accuracy. Provider takes no responsibility and assumes no liability for any Feedback posted by you or any third party.

13 Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

(b) Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Provider’s designated agent as follows:

Designated Agent: Adam Kronengold

Address: Authentic Brands Group

1411 Broadway, Floor 21

New York, NY 10018

Telephone Number: 646-490-9839

Email Address: DMCA@authentic.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Provider for certain costs and damages.

14 Third-Party Content and Offerings

(a) Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

(b) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, information, or offerings available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content for those interested in such content, but your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. Linking to Third Party Content does not constitute or imply endorsement, sponsorship or recommendation by us. Your access to and use of such Third-Party Content may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Content). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

15 Indemnification

To the fullest extent permitted by applicable law, you will indemnify and hold harmless Provider and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Provider Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (including attorneys' fees) associated with claims, demands or other actions arising out of or related to (a) your access to or use of the Products or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your use of or conduct in connection with the Services. The Provider Parties will have control of the defense or settlement, at Provider's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Provider or the other Provider Parties.

16 Disclaimers

Your use of our Services and any content or materials provided therein or therewith is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Products, Services, and any content or materials provided therein or therewith are provided “as is” and “as available” without warranties of any kind, either express or implied. Provider disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Provider does not represent or warrant that our Products or Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. While Provider attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Products and Services and any content provided therein or therewith. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Provider, the other Provider Parties, and Provider’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

17 Limitation of Liability

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND THE OTHER PROVIDER PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF PROVIDER OR THE OTHER PROVIDER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE TOTAL LIABILITY OF PROVIDER AND THE OTHER PROVIDER PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU TO PROVIDER FOR PRODUCTS IN THE SIX MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.

(c) THE LIMITATIONS SET FORTH IN THIS SECTION 17 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF PROVIDER OR THE OTHER PROVIDER PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

18 Release

To the fullest extent permitted by applicable law, you release Provider and the other Provider Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which 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.”

19 Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND PROVIDER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND PROVIDER FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND PROVIDER AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. PROVIDER AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 19(L), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS AGREEMENT.

(a) Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 19 apply to all Claims between you and Provider. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Provider, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to this Agreement, the Products, or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

(b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Provider or if Provider has a Claim against you, you and VC will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Provider will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with this Agreement.

You will send any Claimant Notice by certified mail addressed to Camuto IPCo, LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. Provider will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Provider. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. A Claimant Notice shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Claimant Notice by any other Customer.

During the Informal Resolution Period and before we may commence arbitration of a dispute, we agree to meet and confer by telephone or by videoconference in a good faith effort to resolve the dispute informally (the “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you must also personally participate in the Informal Dispute Resolution Conference.

The party initiating the dispute agrees to provide a notice of intent to initiate the Informal Dispute Resolution Conference (“Notice of Conference”) as follows: the Notice of Conference must include the following information: Your name, telephone number, mailing address, e‐mail address associated with your account (if you have one), the name, telephone number, mailing address, and e‐mail address of your counsel (if any), and whether you intend to have the conference by telephone or by videoconference. The Notice of Conference must be mailed to VC by certified mail return receipt requested to Camuto IPCo, LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference by any other Customer. A Customer may, but is not required to, combine in one mailing a Claimant Notice and a Notice of Conference.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Provider cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Provider file a Claim in court or proceed to arbitration without complying with the requirements in Section 19, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Provider, including any disputes in which you or Provider seek injunctive or other equitable relief for the alleged unlawful use of your or Provider’s intellectual property or other infringement of your or Provider’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(d) Binding Individual Arbitration. The sending of a Notice of Dispute and the completion of an Informal Dispute Resolution Conference are conditions precedent to our respective right to commence arbitration. Accordingly, if, but only if, we are unable to resolve a dispute within 30 days after the Informal Dispute Resolution Conference is completed, we may commence arbitration pursuant to the procedures in this Agreement. No arbitration may commence or proceed until the requirements set forth in Sections 19(b) (above) are fully satisfied.

The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association, as modified by this Agreement, and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. If the parties cannot agree to a mutually agreeable arbitration organization, one shall be appointed pursuant to Section 5 of the Federal Arbitration Act. In all events, the AAA Rules shall govern the parties’ dispute. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1 800-778-7879. The AAA Rules may change from time to time, and you should review them periodically.

The arbitrator shall be bound by the terms of this Agreement and shall follow the applicable law. In this regard, the arbitrator shall not have the power to commit errors of law or legal reasoning, and any award rendered by the arbitrator that employs an error of law or legal reasoning may be vacated or corrected by a court of competent jurisdiction for any such error.

This Agreement affects interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Provider to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

We agree that, by entering into this Agreement, we are each waiving the right to a trial by jury or to participate in a class action to the maximum extent permitted by law.

(e) Arbitration Procedure and Location. You or Provider may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration by certified mail addressed to Camuto IPCo, LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. Provider will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Provider.

The arbitration will be conducted by a single arbitrator in the English language. You and Provider both agree that the arbitrator will be bound by this Agreement.

Unless the parties agree in writing, any arbitration hearings will take place in the county (or parish) of your billing address.

At either party’s election, arbitration of any dispute shall proceed pursuant to the Desk Arbitration rules of the AAA, unless both parties are represented by counsel.

Prior to the appointment of a merits arbitrator, either party may request the appointment of a process arbitrator to determine: (i) whether the conditions precedent set forth in Section D(1) hereof have been satisfied; (ii) whether AAA’s filing requirements have been satisfied; (iii) the applicable arbitration agreement; (iv) the applicable AAA rules that apply; (v) the allocation of payment advances on administrative fees, arbitrator compensation, and/or expenses; (vi) any other issue agreed to be addressed by the process arbitrator; and (vii) any other issue regarding the administration of the arbitration.

If the process arbitrator makes an initial determination that the dispute is frivolous or brought in bad faith, it shall allocate all AAA and arbitrator fees and expenses to the party who initiated the arbitration. If the merits arbitrator subsequently determines that the claims were not frivolous, Vince Camuto will reimburse any AAA filing, administration and arbitrator fees that were paid by you.

If the merits arbitrator finds that a dispute is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the prevailing party shall recover all fees paid to AAA and, at the arbitrator’s discretion, an award of reasonable attorney’s fees and costs.

(f) Arbitration Fees. After Provider receives notice that you have commenced arbitration, Provider will promptly reimburse you for your payment of the filing fee. If you are unable to pay this fee, Provider will pay it directly upon receiving a written request from you. Except as otherwise provided for herein, Provider will pay all AAA filing, administration and arbitrator fees for any arbitration initiated in accordance with the terms of this Agreement.

(g) Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.

(h) Confidentiality. If you or Provider submits a Claim to arbitration, you and Provider agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Provider agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Arbitration.

WE AGREE THAT IN THE EVENT THAT MASS ARBITRATION IS ATTEMPTED OR SOUGHT, SUCH ARBITRATION SHALL BE ADMINISTERED PURSUANT TO THE FOLLOWING RULES.

1. “Mass Arbitration” means 25 or more arbitration demands that: (i) are filed within 180 days of each other, (ii) allege similar or identical claims or causes of action, and (iii) either (a) the parties to those arbitration demands seek to simultaneously or collectively administer and/or arbitrate together, or (b) are filed by the same counsel or in coordination with each other.

2. In the event that Mass Arbitration is attempted or sought involving 250 arbitration demands or less, we agree the arbitration provider shall: (i) group the arbitration demands into batches of no less than 25 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.

3. In the event that Mass Arbitration is attempted or sought involving over 250 arbitration demands, we agree that the arbitration provider shall: (i) group the arbitration demands into batches of no less than 250 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.

4. All Mass Arbitration shall be subject to all other substantive and procedural terms contained within this Agreement.

5. We agree to cooperate in good faith with the arbitration provider to implement the aforementioned protocol for Mass Arbitration with regard to resolution, fees, and administration.

6. If any part of this Section 19(i) related to Mass Arbitration is found to be unenforceable, the unenforceable portion shall be stricken, and the remainder of this Section 19(k) and this Agreement shall be enforced to the maximum extent permitted by law.

7. If the arbitration provider is unwilling or unable to follow the procedures set forth in this Section 19(i) with regard to Mass Arbitration, the parties may attempt to retain a different, mutually agreeable and widely-recognized arbitration organization that will agree to follow the procedures set forth in this Section 19(i). In the event that the parties are unable to retain or agree to such an alternative arbitration provider, the alternative dispute resolution provisions set forth in this Agreement shall not apply to those disputes within the Mass Arbitration.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by emailing legaldept@authentic.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.

(k) Rejection of Future Arbitration Changes. You may reject any change we make to Section 19 (except address changes) by sending us notice of your rejection within 30 days of the change via email at legaldept@authentic.com. Changes to Section 19 may only be rejected as a whole, and you may not reject only certain changes to Section 19. If you reject changes made to Section 19, the most recent version of Section 19 that you have not rejected will continue to apply.

(l) Severability. If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with this Agreement, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.

(m) Delegation. All issues are for the arbitrator to decide including, but not limited to, (i) all issues regarding arbitrability, (ii) the scope and enforceability of this arbitration provision as well as the Agreement’s other terms and conditions, (iii) whether you or Provider, through litigation conduct or otherwise, waived the right to arbitrate, (iv) whether all or any part of the arbitration provision or Agreement is unenforceable, void or voidable including, but not limited to, on grounds of unconscionability, (v) any dispute regarding the payment of arbitration-related fees, (vi) any dispute related to the Claimant Notice, Notice of Conference and/or Informal Dispute Resolution Conference, and (vii) any dispute related to Mass Arbitration (defined above).

Pursuant to this agreement, the arbitrator has been delegated with, and possesses, exclusive authority to resolve all of the above-enumerated types of disputes. However, if putative class or representative claims are initially brought by either party in a court of law, and a motion to compel arbitration is brought by any party, the court shall have the power to decide whether this agreement permits class or representative proceedings.

20 Governing Law and Venue

Any dispute, claim, or controversy arising from or relating to these Terms, the Products, or the Service will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising from or relating to these Terms, the Products, or the Service that is not subject to arbitration pursuant to Section 19 and that cannot be heard in small claims court will be resolved exclusively in the state and federal courts located in the State of New York. You and Provider waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

21 Modifying and Terminating Our Services

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Provider in writing. You also have the right to stop using our Services at any time. You may terminate these Terms by closing any Account you have ceasing use of our Services. The parties’ respective rights and obligations under Sections 5(b), 7, 8, 10 (first two sentences, and last sentence only), and 11-24 of these Terms, together with all other provisions that may reasonably be construed to survive, will survive the expiration or termination of these Terms for any reason. We are not responsible for any loss or harm related to your inability to access or use our Services.

22 Severability

Except as stated in Section 18(n), if any portion of these Terms is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

23 Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

24 Miscellaneous

(a) Provider’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically. We may assign the Terms, in whole or in part, with or without notice to you. You can’t assign your rights or obligations under the Terms, and any attempted assignment in violation of this sentence will be void.

(b) If you have a question or complaint regarding the Products or Services, please send an email to customerservice@vincecamuto.com. You may also contact us by writing to Camuto IPCo, LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.