Soren Shoes WEBSITE TERMS OF USE

Date of Last Revision: March 19, 2024

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND Soren Shoes ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Soren Shoes, a subsidiary of a parent company, together with its subsidiaries and affiliates (“Soren Shoes”), provides you access and use of its websites and mobile applications (collectively, the “Sites”) and permits you to place orders subject to your compliance with these terms and conditions of use (these “Site Terms”). BY CREATING AN ACCOUNT, PLACING AN ORDER, OR ACCESSING OR USING THE SITES, OR OTHERWISE AGREEING TO THE TERMS, YOU AGREE TO BE BOUND BY THESE SITE TERMS AND ALL APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THESE SITE TERMS AND APPLICABLE LAW EACH TIME YOU USE THE SITES OR IF YOU DO NOT HAVE THE AUTHORITY TO AGREE TO OR ACCEPT THESE TERMS, YOU MAY NOT USE THE SITES.

These Site Terms apply to your access to, and use of, the Sites. These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with Soren Shoes for products, services or otherwise. The Terms of Sale also apply to any orders you submit to Soren Shoes. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify you and Soren Shoes for violations of these Site Terms.

If Soren Shoes offers any rewards, contests, sweepstakes, program, or other offers or promotions on the Site, you agree to any additional posted terms, conditions, rules, or guidelines, which are hereby incorporated by reference into these Site Terms.

Soren Shoes reserves the right to change or modify any of the terms and conditions contained in the Site Terms or any policy or guideline of the Sites, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Sites and shall apply to all use of the Sites and all acts or omissions occurring after the effective date of the revised Site Terms. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies to understand the terms and conditions that apply to your use of the Sites. If you do not agree to the amended Site Terms, your license to use the Sites will terminate and any further use will be unauthorized, so you must stop using the Sites.

If you have any question regarding the use of the Sites, please refer first to the Help Center on the Sites or the Frequently Asked Questions. All other questions or comments about the Sites or their contents should be directed to Soren Shoes via the contact us form.

1. PRIVACY POLICY

Please refer to our Privacy Policy hereby incorporated by reference into these Site Terms, for information on how Soren Shoes collects, uses and discloses personally identifiable information from its users.

2. MOBILE SERVICES AND CONTACT INFORMATION

You may be required to provide a phone number to create an account, place an order, or participate in programs or promotions. The Sites may include certain features or services that are available via your mobile phone or device, such as the ability to upload content to your mobile phone or request payment links, order and shipping status messages, product information, promotional offers, or other information or alerts be sent to your mobile phone or device (the “Mobile Services”). By using the Mobile Services, or by providing your mobile number as a contact point, you agree that Soren Shoes may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. You are not required to provide your mobile number, consent to receive marketing messages, or use Mobile Services to make a purchase. If you do not provide your mobile number to Soren Shoes, you may not receive Mobile Services. Mobile Services may not be accessible or may have limited utility over some carriers. Soren Shoes cannot guarantee that all carriers will support Mobile Services. You understand that your carrier’s messaging, data and other rates and fees will apply to Mobile Services and other communications. You should check with your carrier to find out if Mobile Services are available to you, what plans are available, and how much they cost. Text messages may be provided using automated technology. Text message frequency varies and message and data rates may apply. If you receive a Mobile Services message from Soren Shoes, you may also reply “HELP” for help or “STOP” to cancel. You consent to receive communications from Soren Shoes electronically via SMS, MMS, text method, E-mail, or other electronic means. You agree that all agreements, notices, disclosures, and other communications that Soren Shoes provides to you electronically satisfy any legal requirements that such communications be in writing. All notices by you to Soren Shoes must be in writing and addressed to our registered agent.

Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the Soren Shoes logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of Soren Shoes or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (g) any use of the Sites or the Site Materials other than for their intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of Soren Shoes, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

4. REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Soren Shoes has adopted a policy of terminating, in appropriate circumstances and at Soren Shoes’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Soren Shoes may also at its sole discretion limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent. You should also note that if you make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for all damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Soren Shoes may give notice of a claim of copyright infringement to our users by means of a general notice on the Sites, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.

6. TRADEMARKS

“Soren Shoes,” and other product or service names, logos and slogans of Soren Shoes that may appear on the Sites, are trademarks or registered trademarks of Soren Shoes and may not be copied, imitated or used, in whole or in part, without the prior written permission of Soren Shoes or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Soren Shoes” or any other name, trademark or product or service name of Soren Shoes or its subsidiaries without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Soren Shoes and may not be copied, imitated or used, in whole or in part, without our prior written permission. However, nothing herein prohibits you from using Soren Shoes’s name, trademark or product name in your review of Soren Shoes’s products or services. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites 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 thereof by us.

You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for noncommercial purposes, provided such link does not portray Soren Shoes or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Soren Shoes logo or other proprietary graphic of Soren Shoes to link to the Sites without the express written permission of Soren Shoes. Further, you may not use, frame or utilize framing techniques to enclose any Soren Shoes trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without Soren Shoes’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Soren Shoes or any third party.

Soren Shoes makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Sites, or Web sites linking to the Sites. Such sites are not under the control of Soren Shoes and Soren Shoes is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Soren Shoes provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Soren Shoes of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.

8. THIRD PARTY CONTENT

Soren Shoes may provide or allow third party content on the Sites and may provide or allow links to Web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. Soren Shoes does not monitor or have any control over any Third Party Content or third party Web sites. Soren Shoes does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. Soren Shoes does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. Product reviews and comments posted on the Sites are strictly the opinion of the user posting such reviews or comments, and Soren Shoes does not endorse or approve any such reviews or comments.

9. ADVERTISEMENTS AND PROMOTIONS; THIRD-PARTY PRODUCTS AND SERVICES

Soren Shoes may run or allow advertisements and promotions from third parties on the Sites or may otherwise provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Soren Shoes, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Soren Shoes is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Soren Shoes advertisers on the Sites.

10. USER CONTENT

The Sites may include discussion forums, interactive features, or other areas or services in which you or third parties may create, post, share, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials (collectively, “User Content”). You retain all rights in, and are solely responsible for, the User Content you post to the Sites. You grant Soren Shoes a non-exclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to host, use, reproduce, modify, run, adapt, translate, publish, publicly perform, publicly display, and distribute such User Content throughout the world in any media. You represent and warrant that: (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

11. MONITORING USER CONTENT

Soren Shoes has the right, but not the obligation, to monitor User Content. Soren Shoes has the right in its sole discretion and for any reason whatsoever, to edit, refuse to post, remove, or disable access to any User Content.

12. TERMINATION

Notwithstanding any provision of these Site Terms, Soren Shoes reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Sites.

13. DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SOREN SHOES, THE SITES, THE SITE MATERIALS CONTAINED THEREIN, THE PRODUCTS AND SERVICES PROVIDED THROUGH THE SITES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOREN SHOES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL SOREN SHOES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITES OR ANY SITE MATERIALS.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Soren Shoes, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Sites, or your violation of these Site Terms.

16. SEVERABILITY

If any provision of these Site Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

17. GOVERNING LAW

These Site Terms and the relationship between you and Soren Shoes shall be governed by the laws of the State of Oregon, without regard to its conflict of law provisions.

18. TIME TO BRING CLAIM

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE SITE TERMS OR YOUR USE OF THE SITES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

19. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Initial Dispute Resolution: We are available by email to address any concerns you may have. You and Soren Shoes agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations.

Class Action Waiver: Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Soren Shoes will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings.

Opt-Out: You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Site Terms by contacting Soren Shoes. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 17.