FRANCO SARTO® VIP ACCESS PROGRAM TERMS AND CONDITIONS
The VIP Access Program (the “VIP ACCESS Program”) is provided by Caleres, Inc. for U.S. members. For the purposes of these Terms and Conditions, “Franco Sarto” means Caleres, Inc. in respect of U.S. members. Members participating in the VIP ACCESS Program (“VIP Access(s)” or “you”) (i) represent that you are an Eligible Customer, (ii) consent to the Privacy Policy and Terms of Use, which are incorporated into, and made part of this contract, and (iii) accept these Terms and Conditions, as they may be amended from time to time. In the event there is any conflict between these Terms and Conditions and the Terms of Use, these Terms and Conditions will govern. These VIP ACCESS 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 VIP ACCESS Program, you are agreeing to all Terms and Conditions for the VIP ACCESS Program and receive both VIP ACCESS Program emails as well as non-program promotional emails from Franco Sarto. You may unsubscribe from receiving marketing and promotional emails at any time.
Franco Sarto reserves the right to update or modify these VIP ACCESS 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 VIP ACCESS Program Terms and Conditions. For this reason, we encourage you to review the VIP ACCESS Program Terms and Conditions whenever you visit our website.
REGISTRATION AND USE
No purchase is necessary to join the VIP ACCESS Program. You may join online at FrancoSarto.com. Benefits are only redeemable online at FrancoSarto.com.
Resellers are specifically excluded from the VIP ACCESS Program. If you purchase items for resale, Franco Sarto 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 Rewards or other program, if we so desire. Franco Sarto has sole discretion over whether to deem any purchase a “purchase for resale”.
Franco Sarto reserves the right, at its sole discretion, to void any Benefits sent due to error, fraud or misuse of the VIP ACCESS Program.
BENEFITS
Eligible VIP Access will receive (i) free shipping on orders over $59 or more (ii) VIP Access-only special promotions (collectively, “Benefits”).
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 VIP ACCESS Program. Memberships and Benefits are not transferable and cannot be assigned or combined. All dollar values referred to in these VIP ACCESS Program Terms and Conditions are in U.S. currency. Employees of Franco Sarto 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 VIP Access members are not allowed to re-enroll and obtain additional VIP Access 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 VIP ACCESS Program account. In the event of any inconsistency or discrepancy between the VIP ACCESS Program Terms and Conditions or other statements contained in any related materials or advertising, the terms of the then-current VIP ACCESS 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 Franco Sarto. 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. Franco Sarto also may terminate this agreement at any time without notice, and accordingly may deny you access to the VIP ACCESS Program, if in Franco Sarto’s sole judgment you fail to comply with any term or provision of the VIP ACCESS 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.
FREE SHIPPING
Free Standard Shipping in the contiguous United States for Franco Sarto VIP Access on all orders $59+. You must be signed into your account during checkout to receive Free Standard Shipping on orders $59+. Free Standard Shipping is not available when shipping to Alaska or Hawaii.
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.
Franco Sarto’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 Franco Sarto from exercising any legal rights or remedies that it may have.
LIMITATIONS OF LIABILITY AND DAMAGES
THE VIP ACCESS PROGRAM AND BENEFITS ARE PROVIDED ON AN “AS IS” BASIS. FRANCO SARTO AND ITS SUBSIDIARIES, BRANDS, DIVISIONS, AFFILIATED CORPORATIONS, AFFILIATED PARTNERSHIPS, PARENTS, OPERATORS, ANY APPLICABLE LICENSORS, AND EACH OF THEIR TRUSTEES, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, AGENTS, EMPLOYEES, CONSULTANTS, MEMBERS, REPRESENTATIVES, INSURERS, ATTORNEYS, ASSIGNS, EXECUTORS AND ADMINISTRATORS, PREDECESSORS AND SUCCESSORS, PAST AND PRESENT (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 VIP ACCESS PROGRAM, MEMBERSHIP IN THE VIP ACCESS PROGRAM, BENEFITS OR ANY PRODUCTS OR SERVICES RELATED TO THE VIP ACCESS PROGRAM OR THOSE WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. FRANCO SARTO DOES NOT WARRANT THAT THE VIP ACCESS PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
YOUR PARTICIPATION IN THE VIP ACCESS PROGRAM IS AT YOUR OWN RISK. IN NO EVENT SHALL THE RELEASED PARTIES 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 VIP ACCESS PROGRAM.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CALERES, INC. AND ITS SUBSIDIARIES, BRANDS, DIVISIONS, AFFILIATED CORPORATIONS, AFFILIATED PARTNERSHIPS, PARENTS, OPERATORS, ANY APPLICABLE LICENSORS, AND EACH OF THEIR TRUSTEES, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, AGENTS, EMPLOYEES, CONSULTANTS, MEMBERS, REPRESENTATIVES, INSURERS, ATTORNEYS, ASSIGNS, EXECUTORS AND ADMINISTRATORS, PREDECESSORS AND SUCCESSORS, PAST AND PRESENT 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 lesser of (a)the value of the customer’s purchases within the last six (6) months or (b) one hundred dollars ($100). 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 VIP ACCESS 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 Franco Sarto that arises in whole or in part from your participation in the VIP ACCESS 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
IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THESE TERMS YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.
PLEASE READ THE FOLLOWING SECTIONS CAREFULLY AS THEY CONTAIN PROVISIONS, INCLUDING THE ARBITRATION AGREEMENT BELOW, THAT GOVERN HOW YOU CAN BRING CLAIMS AND/OR LAWSUITS AGAINST FRANCO SARTO AND ITS PARENT, SUBSIDIARIES OR AFFILIATES, AND AFFECT RIGHTS THAT YOU MAY HAVE IN COURT. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH FRANCO SARTO AND ITS PARENT, SUBSIDIARIES OR AFFILIATES ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. THESE TERMS AND CONDITIONS OUTLINE HOW SUCH CLAIMS AND/OR LAWSUITS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS AND/OR LAWSUITS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS AND CONDITIONS. OTHER RIGHTS THAT YOU OR FRANCO SARTO AND ITS PARENT, SUBSIDIARIES OR AFFILIATES WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THEM AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Informal Dispute Resolution
We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally or through a duly authorized representative, and us. To initiate this good faith effort to informally resolve a dispute you agree to notify us in writing by email at [email protected], of the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating, or your duly authorized representative participating on your behalf, in a telephone call or videoconference with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or we shall commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.
The Informal Dispute Resolution provisions do not apply to (i) individual claims filed in small claims court; or (ii) communications with or filings made to a government agency.
ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS
You and Franco Sarto agree that, except as set forth below, we will resolve any controversies, claims, counterclaims, or other disputes between you and Franco Sarto or you and a third-party agent of Franco Sarto (a “Claim” or “Claims”) through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date you agreed to these Terms and Conditions. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single neutral, independent, and impartial arbitrator, selected in accordance with the AAA Rules. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
Confidentiality of Proceedings. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. This provision does not prohibit the disclosure of the existence of related or coordinated arbitrations, communications necessary to administer any batching process, or participation in global mediations contemplated by the below provisions related to Mass Arbitration. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any Claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.
Instituting Arbitration. To begin an arbitration proceeding, after the completion of the Informal Dispute Resolution process, you must send us an individual letter signed by you requesting arbitration and describing your claim at Caleres, Inc., 8300 Maryland Avenue, St. Louis, Missouri 63105, USA, Attention: General Counsel. This letter must be sent at least ten (10) days before you initiate an arbitration proceeding against us.
Offer of Compromise. Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms and Conditions will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.
Filing Fees. For individual arbitrations under this Section governed by the AAA Rules, filing fees and all other payments of fees will be made in accordance with the AAA Rules. In the final award, the arbitrator may apportion the costs and fees of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
Notwithstanding the foregoing, if your attorney is paying the administrative costs, filings fees, arbitrator fees, and other associated arbitral costs on your behalf, and your attorneys' may recover all or a portion of those fees only if you obtain an award in the arbitration, your attorney must evenly split all costs with us initially. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
Exceptions to Arbitration. This Arbitration Agreement does not preclude you or Franco Sarto from seeking action by federal, state, or local government agencies. You and Franco Sarto also have the right to bring qualifying claims in small claims court, as defined by the applicable jurisdiction, or transfer qualifying claims to small claims court. Before an arbitration is filed, either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph. In addition, you and Franco Sarto retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms and Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms and Conditions.
Class Action Waiver. Neither you nor Franco Sarto may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim, with the exception of non-waivable “public injunction” causes of action, as discussed below. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or Franco Sarto individual Claims.
Severability and Survival. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. If for any reason a Claim proceeds in court rather than in arbitration, you and Franco Sarto each waive any right to a jury trial. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms and Conditions. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other Claims and prayers for relief must be adjudicated in arbitration first and any prayer or Claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
This Arbitration Agreement Section of the Terms and Conditions will survive the termination of your relationship with Franco Sarto.
Mass Arbitration Requirements. If twenty-five (25) or more similar Claims are asserted against Franco Sarto at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such Claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Mass Arbitration Supplementary Rules. Twenty (20) Claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Franco Sarto. The remaining Claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those Claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining Claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Franco Sarto will pay the mediator's fee.
If the parties are unable to resolve the remaining Claims through mediation at this time, then forty (40) Claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Franco Sarto. (If there are fewer than forty (40) Claims remaining, all shall proceed.) The remaining Claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining Claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Franco Sarto will pay the mediator's fee.
If the parties are unable to resolve the remaining Claims in mediation at this time, this staged process shall continue with no more than one hundred (100) Claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated Claims, including your Claim, are adjudicated or otherwise resolved.
At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining Claims. Any applicable statute of limitations on your Claim and filing fee deadlines shall be tolled for Claims subject to this section regarding “Mass Arbitration Process Requirements” from the time Claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Franco Sarto. Should a court of competent jurisdiction decline to enforce these "Mass Arbitration Process Requirements," you and we agree that, in line with the parties’ intent to resolve Claims through arbitration, your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.
PRIVACY
Franco Sarto collects personal information from members, including name and contact information, and information about a member’s purchase history, in order to administer the VIP ACCESS Program, including to: (i) better understand the needs and shopping habits of members; and (ii) to communicate with VIP ACCESS to provide Benefits and other information about the VIP ACCESS Program, as well as special offers and notifications about promotions, fashion trends and upcoming events. Any personal information will be used by Franco Sarto in accordance with our Privacy Policy.
CUSTOMER SERVICE
For questions concerning your account status or program information, please contact VIP ACCESS Program Customer Service:
U.S. members call our phone line at 1-888-837-8829
Write to Franco Sarto VIP Access Program Customer Service, 8300 Maryland Avenue St. Louis, MO 63105