Terms of Service
Last Updated: 11/5/15
Please read this Terms of Service agreement carefully. This Terms of Service sets out the terms to which a wholesaler, distributor,
Customer or other similar entity that is authorized to receive, distribute, and/or sell FitFlop products
and its authorized users (collectively, "you") must adhere. Your use of the Site (as defined below) constitutes your agreement to this
Terms of Service agreement.
This Terms of Service Agreement (the "Agreement") is between you and FitFlop Limited (together with its affiliates wholly owned subsidiaries
"Company," "we," "us") concerning your use of the Internet site currently located at ORDERS.FITFLOP.COM
(together with any successor site(s) and all Services (as defined below), the "Site").
1. Acceptance of Terms. The Site is made available by Company subject to this Agreement. We reserve the right to update or make changes to
this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation,
by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the
"LAST UPDATED" legend at the top of this Agreement. When using any Services (as defined below), you agree that you are subject to any additional
posted guidelines, rules, terms and conditions applicable to such Services, which are hereby incorporated by reference into this Agreement, as well
as to the terms of the distribution agreement you have agreed with Company (the "Distribution Agreement").
2. Jurisdictional Issues. The Site is controlled and operated by Company, which is located in England, and is not intended to subject Company
to the laws or jurisdiction of any state, country or territory other than that of England. Company does not represent or warrant that the Site or
any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative
and at their own risk, and are responsible for complying with all local laws, rules and regulations. You may also be subject to appropriate export
controls and are responsible for any violations of such controls, including any embargoes or other federal rules and regulations restricting exports.
We may limit the Site's availability, in whole or in part, to any person, corporation, geographic area or jurisdiction we choose, at any time and in
our sole discretion.
3. Description of the Services. We provide users of the Site with access to certain content and services related to the Company, which may
include, without limitation, forums, photographs, graphics, images, text, data, e-commerce and shopping services, postings and messages and other
similar content (such content and services, collectively, the "Services").
4. Purchases. We may make available products and services for purchase through the Site, and we may use third-party suppliers and service
providers (collectively, "Service Providers") to enable e-commerce functionality on our Site and to provide other e-commerce related services.
This Site is not meant for consumer or personal use and may only be used for purchases by or on behalf of wholesalers, distributors,
Customers, or similar entities. If you wish to purchase any product or service made available by us through the
Site (each such purchase, a "Transaction"), you may be asked to supply certain information relevant to your Transaction, including without
limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such
information, you grant Company the right to provide such information to third parties for purposes of facilitating the completion of Transactions
initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
All Transactions will be subject to the terms of the Distribution Agreement, and no Transaction, order, purchase, or communication will constitute
an accepted Order as defined in the Distribution Agreement until it has been specifically accepted.
5. Products, Content and Specifications. Descriptions and images of, and references to, third-party products or services available in
connection with the Site do not imply Company's endorsement of such third-party products or services. All descriptions, images, references,
features, content, specifications, products and prices of products and services described or depicted on this Site, are subject to change at any
time without notice and the specifications of all products ordered through the Site should be verified separately. Certain weights, measures and
similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the
attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot
guarantee that your computer will accurately display such colors. The inclusion of any products or services on this Site at a particular time does
not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable
local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased
from this Site. By placing an order, you represent that the products ordered will be used only in a lawful manner.. Company reserves the right,
with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the
honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); and/or
to refuse to provide any user with any product or service. Refunds and exchanges will be subject to Company's refund and exchange policies then in
effect. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges
are incurred, including without limitation all shipping and handling charges. In addition, you remain responsible for any taxes that may be
applicable to your Transactions.
6. Shipping Limitations. When an order is placed, it will be shipping to an address designated by the purchaser as long as that shipping address
is complete and compliant with the shipping restrictions contained on this Site. All purchases from this Site are made pursuant to a shipment contract.
As a result, risk of loss and title for items purchased from this Site pass to you upon delivery of the items to the carrier. You are responsible for
filing any claims with carriers for damaged and/or lost shipments.
7. Accuracy of Information. We attempt to ensure that information on this Site is complete, accurate and current. Despite our efforts, the
information on this Site may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or
currentness of any information on this Site. For example, products included on this Site may be unavailable, may have different attributes than those
listed, or may actually carry a different price than that stated on this Site. In addition, we may make changes in information about price and
availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our
acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order
quantity on any product or service and/or to refuse service to any client. We also may require verification of information prior to the acceptance
and/or shipment of any order.
8. Information Submitted Through the Site. Your submission of information through the Site is governed by Company's Privacy Policy
(the "Privacy Policy"). This Agreement incorporates by reference the terms and conditions of the Privacy Policy. You represent and warrant that
any information you provide in connection with your use of the Site is and shall remain true, accurate, and complete, and that you will maintain and
update such information regularly. You agree that if any information you provide is false, inaccurate, obsolete or incomplete, we may terminate your
use of the Site and/or any of the Services.
9. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, we expect users of the
Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this
section; any failure to comply may also result in termination of your access to the Site pursuant to Section 20 below. You agree that you will not:
- Post, transmit, or otherwise make available, through or in connection with the Site:
- Anything that is or may be (a) threatening, harassing, degrading or hateful; (b) defamatory; (c) fraudulent or tortious;
(d) obscene, indecent or otherwise objectionable; or (e) protected by copyright, trademark or other proprietary right without the
express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability or that encourages conduct that constitutes a criminal offense.
- Any virus, worm, Trojan horse or other computer code, file, or program that is harmful or invasive or may or is intended to damage or
hijack the operation of any hardware or software.
- Any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme" or investment
opportunity, or any other form of solicitation.
- Use the Site for any fraudulent or unlawful purpose.
- Harvest or collect personally identifiable information about other users of the Site.
- Impersonate any person or entity, including any representative of Company or Service Provider; falsely state or otherwise misrepresent your
affiliation with any person or entity; or express or imply that we endorse any statement you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements,
procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Use the Site to advertise or offer to sell or buy any goods or services without Company's express prior written consent.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
- Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
- Frame or mirror any part of the Site without Company's express prior written consent.
- Create a database by systematically downloading and storing all or any Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in
any way reproduce or circumvent the navigational structure or presentation of the Site, without Company's express prior, written consent.
10. Registration; User Names and Passwords. You may be required to register with Company in order to access certain Services or areas of the
Site. With respect to any such registration, we may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being
used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that
violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion.
Your user name and password are not for use by any third party. You are responsible for maintaining the confidentiality of any password you may use
to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any
third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name (including, without
limitation, all Transactions). You agree to immediately notify Company of any unauthorized use of your password or user name or any other breach of
security related to your account or the Site, and to ensure that you "log off"/exit from your account with the Site (if applicable) at the end of each
session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
11. Forums and Submissions. We and/or our Service Providers may make available through the Site services (for example, message boards, forums,
blogs and comment functionality on the Site, among other services) to which you are able to post information and materials (each, a "Forum").
Information on our Forums may be provided both by Company and by third party visitors to the Site. Please note that Site visitors may post messages
or make statements in the Forums that are inaccurate, misleading or deceptive. Company and its Service Providers neither endorse nor are responsible
for any opinion, advice, information or statements made in the Forums by third parties. Without limitation, Company and its Service Providers are
not responsible for any information or materials made available through the Forums (including without limitation errors or omissions in Forum postings
or links or images embedded in Forum messages) or results obtained by using any such information or materials. Under no circumstances will Company, or
its employees, officers, directors, shareholders, agents, representatives or Service Providers, be liable for any loss or damage caused by your
reliance on such information or materials. The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such
opinions, and may not reflect the opinions of Company.
In addition, Company and its Service Providers have no control over, and shall have no liability for, any damages resulting from the use (including
without limitation republication) or misuse by any third party of information voluntarily made public through any Forum or any other part of the Site.
IF ANY INDIVIDUAL CHOOSES TO MAKE ANY OF ITS PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON THE SITE,
SUCH DISCLOSURE IS AT THE INDIVIDUAL'S OWN RISK.
12. License. For any information and/or materials you submit through a Forum, or otherwise to the Site (each, a "Submission"), you grant
to Company, its Service Providers and its designees a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license,
without compensation to you: (a) to use, reproduce, distribute, adapt (including without limitation edit, modify, translate, and reformat), create
derivative works of, transmit, publicly display and publicly perform such Submission, in any media now known or hereafter developed, for Company's
business purposes and/or the business purposes of Company's Service Providers and designees, and (b) to sublicense the foregoing rights, through
multiple tiers, to the maximum extent permitted by applicable law. For each Submission, you represent and warrant that you have all rights necessary
for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, comply with all
applicable laws, rules and regulations.
13. Monitoring. You acknowledge and agree that (a) we reserve the right (but have no obligation) to evaluate each Submission before allowing it
to be posted on the Site or any Forum; and (b) we may do one or all of the following, at our discretion: (i) monitor Submissions; (ii) alter, remove,
or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submissions, and the circumstances surrounding their transmission,
to any third party in order to operate the Site; to protect Company and its employees, officers, directors, shareholders, agents, representatives and
Service Providers, and the Site's users and visitors; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any
other reason or purpose.
14. Proprietary Rights. The information, images, and other materials made available through the Site, including the Services, are and shall
remain the property of Company and its licensors, suppliers or service providers, and are protected by copyright, trademark, patent, and/or other
proprietary rights and laws. Except as expressly authorized in advance by Company in writing, you agree not to reproduce, modify, rent, lease, loan,
sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any image or other material made
available through the Site. Moreover, you agree not to reproduce, duplicate, sell, resell, or exploit for any commercial purpose, any portion of
this Service, use of the Service, or access to the Service.
Trade names, trademarks and service marks of Company include without limitation, FitFlop™, FF2™ and any associated logos, and our other trademarks
appearing at this Site. All trademarks and service marks on the Site not owned by Company are the property of their respective owners. The trade
names, trademarks and service marks owned by Company, whether registered or unregistered, may not be used in connection with any product or service
that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication,
estoppel or otherwise, any license or right to use any of Company trade names, trademarks or service marks without our express prior written consent.
Certain software and other technology components of the Site may be copyrighted material of Monkey N Middle LLC or its or their affiliates and suppliers.
15. Links. The Site may provide links to other third party web sites and online resources. Unless otherwise stated on the website, Company has
no control over such sites and resources, you acknowledge and agree neither Company nor its Service Providers are responsible for the availability of
such external sites or resources, and neither Company nor its Service Providers endorse or are responsible or liable for any content, advertising,
products or other materials on or available through such sites or resources. Other web sites may provide links to the Site with or without our
authorization. You acknowledge and agree that Company and its Service Providers do not endorse such sites, and are not and shall not be responsible
or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites,
or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING,
PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF
USE APPLICABLE TO SUCH SITES AND RESOURCES.
Company shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior
notice.
16. Rules for Promotions. In addition to the terms and conditions of this Agreement, any promotions ("Promotions") made available through
the Site may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you will become subject to
those rules, which may vary from the terms and conditions set forth herein. Company urges you to review any specific rules applicable to a particular
Promotion, which will be linked from such Promotion. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms
and conditions of such rules shall control.
17. Disclaimer of Warranties. THE SITE AND ANY GOODS OR SERVICES MADE AVAILABLE THROUGH THE SITE AND THIS SITE ARE PROVIDED TO YOU "AS IS"
WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED
WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH
THE SITE, OR THE AVAILABILITY OF THIS SITE. COMPANY AND ITS SERVICE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCT OR
SERVICE (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.
18. Limitation of Liability. NEITHER COMPANY NOR ANY OF ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF
THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR,
AND WITHOUT LIMITATION, NEITHER COMPANY NOR ANY OF ITS SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR
INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY COMPANY OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION
WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF COMPANY AND ITS SERVICE PROVIDERS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION,
WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU FOR THE APPLICABLE
PRODUCTS OR SERVICES.
While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site
will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and
materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become
aware of any unauthorized third party alteration to the Site, contact us at orderenquiries@fitflop.com
with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
19. Indemnity. You agree to defend, indemnify and hold harmless Company and its employees, officers, directors, shareholders, affiliates,
agents, representatives and Service Providers, from and against all claims, losses, costs and expenses (including attorneys' fees) arising out of
(a) your use of, or activities in connection with, the Site; or (b) any violation of this Agreement by you.
20. Termination. This Agreement is effective until terminated. Company, in its sole discretion, may terminate your access to or use of the
Site, at any time and for any reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this
Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of
the Site may be effected without prior notice, and that Company may immediately deactivate or delete your password and user name, and all related
information and files associated with it, and/or bar any further access to such information or files. You agree that Company shall not be liable to
you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such
information or files available to you after any such termination. Sections 2, 8, 10-11, 12-22 and 26 shall survive any expiration or termination of
this Agreement.
21. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who
believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available
on the Site infringe your copyright, you (or your agent) may send Company a notice requesting that Company remove the material or block access to it.
If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Company a
counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See
http://www.copyright.gov for details. Notices and counter-notices should be sent to: FitFlop
Limited, 210 New Kings Road, London SW6 4NZ, UK Attn.: Head of Legal, 020 7751 3610 (telephone),
legal@fitflop.com (e-mail). We suggest that you consult your legal advisor before filing a notice or
counter-notice.
22. Governing Law; Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of England, without regards
to its principles of conflicts of law. You agree to exclusive jurisdiction by the courts of London, and waive any jurisdictional, venue or inconvenient
forum objections to such courts.
23. Contact Us. If you have any questions regarding the meaning of application of this Agreement, please direct such questions to
orderenquiries@fitflop.com. Please note that e-mail communications will not necessarily be secure;
accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
24. Miscellaneous. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency
or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason
unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining
provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written
consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or
provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and Company relating to the subject matter
herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such
subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Company's discretion. The Site may also provide
notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree
that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings
based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally
generated and maintained in printed form. Company will not be responsible for failures to fulfill any obligations due to causes beyond its control.
© 2015 FitFlop Limited, unless otherwise noted. All rights reserved.