SAM EDELMAN LOYALTY PROGRAM TERMS AND CONDITIONS

The Sam Edelman Loyalty (the “Loyalty Program”) is provided by Caleres, Inc. for U.S. members. For the purposes of these Terms and Conditions, “Sam Edelman” means Caleres, Inc. in respect of U.S. members. Members participating in the Loyalty Program (“Member(s)” or “you”) (i) represent that you are an Eligible Customer, (ii) consent to the Privacy Policy and the Website Terms and Conditions , which are incorporated into, and made part of this contract, and (iii) accept these Loyalty Program Terms and Conditions, as they may be amended from time to time. In the event there is any conflict between these Loyalty Program Terms and Conditions and the Website Terms and Conditions, these Loyalty Program Terms and Conditions will govern. These Loyalty Program Terms and Conditions include a class action waiver and require binding arbitration on an individual basis to resolve disputes. Details are set forth below.

By signing up to participate in the Loyalty Program, you are agreeing to all Terms and Conditions for the Loyalty Program and receive both Loyalty Program emails as well as non-program promotional emails from Sam Edelman. You may unsubscribe from receiving marketing and promotional emails at any time.

Sam Edelman reserves the right to update or modify these Loyalty Program Terms and Conditions at any time without prior notice. Those changes will go into effect on the last updated date shown in the revised Loyalty Program Terms and Conditions. For this reason, we encourage you to review the Loyalty Program Terms and Conditions whenever you visit our website.

REGISTRATION AND USE

No purchase is necessary to join the Loyalty Program. You may join in-store or online at samedelman.com. If you join in-store, you must register your account online to have full access to your Loyalty Program account activity, rewards and benefits online.

Resellers are specifically excluded from the Loyalty Program. If you purchase items for resale, Sam Edelman reserves the right not to provide benefits, to invalidate improperly issued benefits issued from such accounts, as well as to terminate the membership and decline to permit anyone we believe is associated with the resale activity, or the account, to enroll in any loyalty or other program, if we so desire. Sam Edelman has sole discretion over whether to deem any purchase a “purchase for resale”.

Sam Edelman reserves the right, at its sole discretion, to void any Benefits sent due to error, fraud or misuse of the Loyalty Program.

BENEFITS

Eligible Members will receive (i) a registration benefit of a savings certificate for ten dollars off any purchase totaling at least fifty dollars before tax, (ii) a bonus benefit valid during their birthday month (“Birthday Benefit”), (iii) monthly special promotions, and (iii) other Members-only special promotions and sales (collectively, “Benefits”).

In order to be deemed eligible for a Birthday Benefit, a Member must have registered their account at least two weeks before their birthday month. Accurate birthday data is required.

To use your Benefits at a Sam Edelman store or online at samedelman.com, simply sign in to your account to access your available Benefits at the time of purchase. To use at samedelman.com, first sign in to Your Account. After signing in, you can redeem the Benefits from cart, checkout, or your account Benefits page. Online orders can only be shipped within the 50 United States; orders cannot ship internationally, or to U.S. territories/commonwealths.

Benefits have no cash value and may not be exchanged, refunded, transferred, reproduced or redeemed for cash or any other form of credit. Benefits must be used by 11:59 p.m. Central Time on the stated expiration date or they cannot be presented for redemption. Benefits cannot be applied to previous purchases. Altered Benefits that are reproduced, brokered and/or sold are void. Benefits may not be used for the purchase of gift cards/certificates, for taxes or state fees, packaging fees, or charitable donations. Benefits are redeemable only by the member to whom it was issued.

Customers must be of the age of majority in their state of residence and have a valid U.S. mailing address or email address to participate (“Eligible Customer”) in the Loyalty Program. Memberships and Benefits are not transferable and cannot be assigned or combined. All dollar values referred to in these Loyalty Program Terms and Conditions are in U.S. currency. Employees of Sam Edelman or its parent or affiliated companies, are not eligible to participate. Membership is also not available to corporations, businesses, charities, partnerships, enterprises or anyone other than an individual. Current Members are not allowed to re-enroll and obtain additional loyalty account numbers.

Despite our best efforts to ensure accuracy, errors occasionally occur. We reserve the right to correct such errors at any time even if it affects pending Benefits in your Loyalty Program account. In the event of any inconsistency or discrepancy between the Loyalty Program Terms and Conditions or other statements contained in any related materials or advertising, the terms of the then-current Loyalty Program Terms and Conditions shall prevail, govern, and control.

With the exception of the Arbitration Agreement, which will survive the termination of these Terms and Conditions, these Terms and Conditions are effective unless and until terminated by either you or Sam Edelman. You may terminate this agreement at any time by canceling your membership by contacting Customer Service as described below. All Benefits and contact preferences will be removed from your account. Sam Edelman also may terminate this agreement at any time without notice, and accordingly may deny you access to the Loyalty Program, if in Sam Edelman’s sole judgment you fail to comply with any term or provision of the Loyalty Program Terms and Conditions. The obligations and liabilities of the parties incurred prior to the termination date will survive the termination of this agreement for all purposes.

SEVERABILITY AND NO WAIVER

If any provision of these Terms and Conditions or the application of any such provision to any person or circumstance is held invalid, illegal, or unenforceable for any reason whatsoever, the remaining provisions of these Terms and Conditions and the application of such provisions to other persons or circumstances shall not be affected. To the fullest extent possible, the court finding such provision invalid, illegal, or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification within the bounds of validity, legality, and enforceability.

Sam Edelman’s failure to insist upon or enforce strict compliance with any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right and will not prevent us from enforcing such right or provision in the future. Nothing in these Terms and Conditions will limit Sam Edelmam from exercising any legal rights or remedies that it may have.

LIMITATIONS OF LIABILITY AND DAMAGES
THE LOYALTY PROGRAM AND BENEFITS ARE PROVIDED ON AN “AS IS” BASIS. SAM EDELMAN AND ITS PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “RELEASED PARTIES”) DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LOYALTY PROGRAM, MEMBERSHIP IN THE LOYALTY PROGRAM, BENEFITS OR ANY PRODUCTS OR SERVICES RELATED TO THE LOYALTY PROGRAM OR THOSE WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. SAM EDELMAN DOES NOT WARRANT THAT THE LOYALTY PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

YOUR PARTICIPATION IN THE LOYALTY PROGRAM IS AT YOUR OWN RISK. NEITHER SAM EDELMAN NOR ITS AFFILIATED OR RELATED ENTITIES OR ITS VENDORS OR CONTENT PROVIDERS SHALL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR PARTICIPATION IN OR INABILITY TO PARTICIPATE IN THE LOYALTY PROGRAM.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SAM EDELMAN, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, VENDORS AND AFFILIATES FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS AND CONDITIONS.

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then the aggregate liability for all claims under such circumstances shall not exceed the $10. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages.

Accordingly, some of the above indemnities, limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

These Loyalty Program Terms and Conditions shall be governed by the laws of the State of Missouri, without respect to its conflict of laws principles. Any claim or dispute between you and Sam Edelman that arises in whole or in part from your participation in the Loyalty Program shall be filed and decided exclusively in the state courts in St. Louis County, Missouri, or the U.S. District Court for the Eastern District of Missouri.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Informal Dispute Resolution

Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and Sam Edelman agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute"), the party asserting the Dispute must first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice must be sent:

• to Sam Edelman at: Caleres Inc. Legal Department, 8300 Maryland Avenue, St. Louis, Missouri 63104, Attn: General Counsel; or
• to you at: your last-used billing address or the billing and/or shipping address in your online profile.
  Both you and Sam Edelman agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.

Arbitration Agreement

To the extent the party asserting the dispute cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute must be resolved through binding individual arbitration. You and Sam Edelman agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute. You and Sam Edelman expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.

You may begin an arbitration proceeding by sending a letter requesting arbitration to Sam Edelman: Attn: General Counsel, Caleres, Inc., 8300 Maryland Avenue, St. Louis, MO 63105. You agree that the arbitration will be conducted pursuant to the American Arbitration Association (“AAA”) Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. The parties shall agree to an arbitration provider under the AAA or JAMS. Payment of all filing, administration and arbitrator fees will be governed by the chosen arbitrator’s rules and requirements. The parties agree the location of the Dispute shall be the State of Missouri, St. Louis County. Any hearings, including the final hearing, shall be conducted remotely via video conference. If a party is incapable of participating in a remote proceeding, that party may request that the arbitrator conduct a face-to-face proceeding should the arbitrator determine the party is incapable of participating in a remote hearing. The location of a face-to-face hearing shall be determined in accordance with the AAA Rules. Any claim that does not exceed $100,000 shall be subject to expedited arbitration.

In lieu of arbitration, either you or Sam Edelman may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.

This Arbitration Agreement is governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions will survive after this Agreement terminates or your use of the Loyalty Program ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

These Loyalty Program Rules and Arbitration Agreement are governed by the laws of the State of Missouri, without regard to any conflict of law provisions.

Waiver of Right to Bring Class Actions and Representative Claims

All arbitrations must proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court. However, to the extent permissible by applicable law, any relief awarded by the arbitrator must be individualized to you to not affect any other customer. You and Sam Edelman agree that each may bring claims against the other in arbitration only in your or Sam Edelman’s respective individual capacities and in so doing you and Sam Edelman hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If it is decided that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim, then that claim (and only that claim) must proceed in court and be severed from any arbitration.

PRIVACY

Sam Edelman collects personal information from members, including name and contact information, and information about a member’s purchase history, in order to administer the Loyalty Program, including to: (i) better understand the needs and shopping habits of members; and (ii) to communicate with Members to provide Benefits and other information about the Loyalty Program, as well as special offers and notifications about promotions, fashion trends and upcoming events. Any personal information will be used by Sam Edelman in accordance with our Privacy Policy.

CUSTOMER SERVICE

For questions concerning your account status or program information, please contact Loyalty Program Customer Service:
Visit our Loyalty Program Sign-Up Page 24/7
U.S. members call our phone line at 1-888-889-9609 or email customer service.
Write to Sam Edelman Loyalty Program Customer Service, P.O. Box 354, St Louis, MO 63166 .