These General Terms and Conditions of Use ("Terms") are entered into by and between you and Kellwood Company (“Kellwood”). In consideration of your use of and access to this Internet website (“Kellwood website”) and the promises and obligations herein, and intending to be legally bound, you and Kellwood hereby agree that your access to and use of the Kellwood website is subject to these Terms, as well as any modifications issued by Kellwood to these Terms, and all applicable laws and regulations. BY USING THIS WEBSITE, YOU AGREE TO AND WILL BE DEEMED TO BE BOUND BY THESE TERMS. If you do not want to be bound by these Terms, do not use the Kellwood website. Among other things, Kellwood provides information concerning various products and services and the opportunity to obtain additional information concerning those products and services or to purchase them. These Terms and the information provided by Kellwood in no way override the terms and conditions of your purchase of any product or service except as specifically provided herein. To the extent any area within the Kellwood website contains specific terms and conditions concerning its use ("Specific Terms"), those Specific Terms are in addition to these Terms. To the extent there is a direct conflict between these Terms and the Specific Terms, the Specific Terms shall prevail.
2. Changes in Terms
Kellwood shall have the right at any time and without prior notice, at its sole discretion, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Kellwood website. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Kellwood website. You are responsible for reviewing the Terms periodically for any modification that may affect your rights or obligations hereunder. You agree that you shall be deemed to be apprised of and bound by any modification by Kellwood to these Terms. ANY ACCESS OR USE OF THIS WEBSITE BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR ACCEPTANCE OF SUCH REVISIONS OR ADDITIONS. No modification to these Terms by any party other than Kellwood shall be valid or enforceable against Kellwood unless expressly agreed to by Kellwood in a writing signed by a duly authorized officer of Kellwood.
Kellwood reserves the right to immediately terminate this agreement and/or your access to and use of the Kellwood website or any portion thereof, at any time and for any reason, with or without cause. Kellwood shall have no liability for termination of this agreement. Upon termination of this agreement, your right to use the Kellwood website shall immediately cease.
4. Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Kellwood website and your purchase of items from Kellwood (if applicable) on the Kellwood website.
All design and content featured on the Kellwood website, including the text, images, photographs, graphics, logos, illustrations, descriptions, data, and other material, as well as the selection, assembly and arrangement thereof, are referred to collectively as the "Content", and are copyrights, trademarks, trade dress, and/or intellectual property that are owned, controlled, or licensed by Kellwood. This website in its entirety is protected by copyright and applicable trade dress. The Content may contain errors, omissions, or typographical errors or may be out of date. Kellwood may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational purposes only and is not binding on Kellwood in any way except to the extent it is specifically indicated to be so. You may view and use the Content only for your personal, noncommercial use, and for shopping and ordering on the Kellwood website, and for no other purpose, and you shall retain intact all copyright and other proprietary notices. Except as provided in the foregoing, Kellwood does not grant to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through the Kellwood website, including without limitation by transferring, downloading or otherwise copying any Content onto any disk drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms, or as otherwise expressly permitted in the Content or in writing signed by Kellwood, is strictly prohibited.
6. Linked Third Party Sites
Links to other Internet websites operated by third parties, including Kellwood vendors, do not constitute sponsorship, endorsement, or approval by Kellwood of the content, policies, or practices of such linked sites. Linked sites are not operated, controlled, or maintained by Kellwood, and Kellwood is not responsible for the availability, content, security, policies, or practices of linked sites, including without limitation privacy policies and practices. Links to other sites are provided for your convenience only, and you access them at your own risk.
7. Prices; Orders (Applicable If Products Are Sold on the Kellwood Website)
All prices displayed on the Kellwood website are quoted in U.S. dollars. Kellwood may restrict delivery to addresses within the United States and Canada. Kellwood will add shipping and handling fees and applicable sales/use tax as necessary. Kellwood reserves the right without prior notice to discontinue or change specifications and prices on products and services offered on the Kellwood website without incurring any obligation to you. Products displayed on the Kellwood website are available while supplies last. The receipt by you of an order confirmation does not constitute Kellwood's acceptance of an order. Prior to Kellwood's acceptance of an order, verification of information may be required. Kellwood reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from Kellwood, for any reason. Kellwood reserves the right to limit the order quantity on any item and to refuse service to any customer without prior notification. In the event that a product or service is listed at an incorrect price due to supplier pricing information or typographical error, Kellwood shall have the right to refuse or cancel orders placed for the product listed at the incorrect price, regardless of whether the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Kellwood shall promptly issue a credit to your credit card account in the amount of the incorrect price.
KELLWOOD MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE KELLWOOD WEBSITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, INFORMATION AND MATERIALS. KELLWOOD ALSO DOES NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE KELLWOOD WEBSITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT KELLWOOD OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT AND MATERIALS ON THIS SITE ARE PROVIDED TO USERS "AS IS," WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE "AS IS" CONDITION OF CONTENT IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE KELLWOOD WEBSITE. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL KELLWOOD, ITS SUBSIDIARIES AND AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, ITS SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM ANY PRODUCT OR SERVICE SOLD OR PROVIDED ON THE KELLWOOD WEBSITE, EVEN IF KELLWOOD IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KELLWOOD’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.
You agree to defend, indemnify, and hold harmless Kellwood, its subsidiaries and affiliates, Kellwood's vendors, and each of their affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys' fees and court costs), arising out of or relating to (i) your violation of these Terms, (ii) any allegation that any information on material submitted by you violates any intellectual property rights of any third party, or (iii) any activity related to your account.
11. Governing Law
This agreement is governed by and construed in accordance with the laws of the State of Missouri, U.S.A., without regards to conflicts of laws principles. You agree to submit to the exclusive jurisdiction of any state or federal court located in the county of St. Louis, state of Missouri, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.