TERMS OF SERVICE

Last Updated: September 7, 2011

The following terms and conditions constitute an agreement between you and The Odd Slipper, LLC ("The Odd Slipper," "we" or "us"), a Delaware limited liability company and the operator of the www.theoddslipper.com website (the "Site"). This agreement (the "Terms of Service"), together with our Privacy Policy, governs your use of the Site, whether as a casual visitor ("Visitor") or as a registered member ("Member"). Visitors and Members are hereinafter collectively referred to as "Users" and individually, each as a "User."

BY UTILIZING THE SITE OR ANY SERVICES AVAILABLE VIA THE SITE AND/OR BY REGISTERING WITH US, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE, INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

  1. Changes to the Terms of Service.

    We may change the Terms of Service at any time, as we reasonably deem appropriate. Upon any change in the Terms of Service, we will post the amended agreement on the Site homepage with notice of the changes and/or send you an email notifying you of the nature of the modifications and providing a link to the amended agreement for your review. Your continued use of the Site or Services following any such posting or notification shall constitute your affirmative acknowledgement of the changes to the Terms of Service, and your agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept the Terms of Service, including following any modifications hereto, then you agree not to access the Site or use the Services.

  2. Our Site and our Services.

    The Odd Slipper is an online boutique devoted to the sartorial petite foot. On or through our Site, Users can browse our constantly updated selection of fashionably fabulous shoes; vote for their favorite styles; purchase our weekly-featured shoes; contact The Odd Slipper; and utilize other related services (collectively, the "Services").

    We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on the Site, and the Users of new services will be governed by the Terms of Service. You agree that The Odd Slipper will not be liable to you or any third party for any suspension or discontinuation of any of the Services.

  3. Account Registration.

    In order to utilize some of the Services available on/through the Site, you will have to register as a Member of the Site. As part of the registration process, you will create a username and password. The username and password that you provide are your credentials ("Credentials") for accessing those Services that are only available to Members. You are responsible for keeping your Credentials confidential and for notifying us if they have been hacked or stolen. You may notify us by sending an email to: us@theoddslipper.com. In order to register, you will also be required to provide certain personal information about yourself. The Odd Slipper Privacy Policy explains the information practices that apply to this and any other information we have about you, as well as any choices you can make about the ways this information is used. Please review it carefully.

  4. Your Responsibilities.

    You are responsible for all use of the Site and the Services by you as well as by others to whom you have given your Credentials. You may use the Site and the Services for lawful purposes only. You may not use the Site or the Services in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other Users' use or enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, Member accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):

    • copy, modify, adapt, translate, or reverse engineer any portion of the Site or the Services;
    • remove any notices of copyright, trademark or other proprietary rights contained in or on the Site and/or the Services or in any content or other material obtained via the Site and/or the Services;
    • use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services;
    • reformat or frame any portion of the web pages that are part of the Site and/or the Services;
    • create Member accounts by automated means or under false or fraudulent pretenses; or
    • collect or store personal data about other Users in connection with the prohibited activities described in this paragraph.

    We may take any legal action and implement any technical remedies we deem appropriate to prevent the violation of this provision and to enforce the Terms of Service.

  5. Our Content.

    All of the content and materials available on or through the Services and/or the Site, including without limitation, text, photographs, graphics, images, software and audiovisual content ("Our Content"), is owned by us or our licensors and is protected, as applicable, by copyright, trademark, patent, and trade secret laws, other proprietary rights and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain The Odd Slipper’s proprietary information. We give you permission to use Our Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may use Our Content for your own convenience, but you may not exploit any of Our Content or the Site, in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly provided herein, The Odd Slipper and its suppliers do not grant you any express or implied rights in the Site and/or the Services, and all rights not expressly granted to you in the Terms of Service are retained by The Odd Slipper.

  6. Taxes.

    Applicable sales and/or use tax will be charged on all order totals, inclusive of shipping and handling fees, for merchandise shipped to an address within the state of New York.

  7. Our Shipping Policy.

    Items purchased on/through the Site will be shipped to the address you provide and via the carrier/shipping method you designate at checkout. All sales are made pursuant to these Terms of Service, which, as concerns orders placed on/through the Site, shall constitute a shipment contract, such that the risk of loss shall pass, along with title, to you upon our delivery of the items to the common carrier selected.

  8. Our Billing Policy.

    In connection with all merchandise that you select to purchase on/through the Site, payment in is due and payable to The Odd Slipper immediately upon sale and shall be remitted by entering a valid credit or debit card number, expiration date and CVV code, along with your name exactly as it appears on the card, the desired shipping address and associated billing address. The Odd Slipper currently accepts MasterCard, Visa, AMEX and Discover and reserves the right to add or delete acceptable payment methods at any time. By providing your debit or credit card information, you authorize The Odd Slipper to immediately debit your account for the total cost of your order and agree to be responsible for payment in full of all related charges. Furthermore, you warrant and represent that all that all payment information you provide to The Odd Slipper is true, correct and complete. All orders are subject to payment verification prior to shipping. Every credit card purchase made on/through our Site is covered by the following "Safe Shopping Guarantee:"

    • under the Fair Credit Billing Act, the issuing bank of your card cannot hold you liable for more than fifty dollars ($50.00) of fraudulent charges. If your bank holds you liable for any of this fifty dollars ($50.00), we will cover the liability for you, up to the full fifty dollars ($50.00);
    • we will only cover this liability, however, if the unauthorized use of your card resulted through no fault of your own, from a purchase made on/through the Site; and
    • in the event of unauthorized use of your card, you must notify your card provider in accordance with its reporting rules and procedures.

  9. Our Return Policy.

    At, The Odd Slipper, we live to please the petite feet of our clientele and hope to always get it right the first time. However, in the unfortunate event that you are ever unsatisfied with your The Odd Slipper purchase, you can return the items, unworn and in the original packaging, for a full refund of the purchase price minus a five dollar ($5) return fee per item (the "Return Fee") for up to sixty (60) days following the date of purchase. Return postage and shipping instructions are included with the packing slips on all The Odd Slipper shipments. Absolutely no exceptions whatsoever will be made to this policy.

  10. International Site Use and Orders.

    We control and operate the Site from the United States, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other jurisdictions. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Accessing the Site from territories where unlawful is prohibited.

  11. Disclaimer of Warranties.

    WE PROVIDE THE SITE AND THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE." WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ODD SLIPPER MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SITE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. THE ODD SLIPPER DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

  12. General Liability Limitations.

    IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT, IF ANY, THAT YOU PAID TO UTILIZE THE SITE OR IN CONNECTION WITH ANY OF THE SERVICES; OR (B) FIVE HUNDRED DOLLARS ($500.00). IN NO EVENT SHALL THE ODD SLIPPER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITE OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF THE ODD SLIPPER OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  13. Termination.

    We may terminate and/or suspend your Membership with the Site and/or access to the Services immediately, without notice, if there has been a violation of the Terms of Service or of any other policies or terms posted on the Site by you or by someone using your Credentials. In the event your Membership is terminated under such conditions, we will not render, you are not entitled to and hereby waive any and all right to receive a refund of any amount or portion thereof paid to The Odd Slipper for or in connection with your prior purchases, if any. Notwithstanding any other provisions contained herein, we may also cancel or suspend your Membership and/or access for any other reason, including without limitation inactivity for an extended period, but we will attempt to notify you in advance of such cancellation or suspension. The Odd Slipper shall not otherwise be liable to you or any third party for any termination of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any deletion, deactivation or termination of your Membership. You may terminate your The Odd Slipper account at any time by logging in to the Site and following the instructions posted under the "My Account" link or by contacting us at the address at the end of these Terms of Service; provided however, that voluntary termination shall in no way relieve you of your responsibility to remit payment in full for all previously placed orders, if any, or entitle you to a refund of any payments previously remitted to The Odd Slipper. The provisions of Sections 5, 9, 11-16 and 19 will survive any termination.

  14. Indemnification.

    Upon a request by us, you agree to defend, indemnify, and hold harmless us, our members, employees, contractors, officers, agents, other affiliated companies, customers and suppliers, from all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of the Terms of Service by you or any third party using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

  15. Choice of Law and Dispute Resolution.

    The Terms of Service shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and performed entirely within New York, without giving effect to any conflicts of law statutes. Any controversy, dispute or claim arising out of or related to the Terms of Service, the Site or the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one (1) arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and for an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary damages and attorney’s fees, as the arbitrator deems appropriate.

  16. Entire Agreement.

    The Terms of Service and any supplemental terms, policies, licenses, rules and guidelines posted on the Site, including the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of The Odd Slipper to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

  17. Assignment.

    We may assign the Terms of Service at any time to any parent, subsidiary or affiliated company or as part of the sale to, merger with, or other transfer of The Odd Slipper to another entity. You may not assign, transfer or sublicense the Terms of Service to anyone else and any attempt to do so shall be null and void.

  18. Eligibility.

    You must be eighteen (18) years of age or older, or of legal age to form a binding contract in your jurisdiction if that age is greater than eighteen (18) years of age, to register with us or use the Site or the Services. If you are under the age of eighteen (18) or the applicable legal age in your jurisdiction, you can use the Site and Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Service. Membership in the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Service and to abide by all of the terms and conditions set forth herein.

  19. Electronic Contracting.

    Your affirmative act of registering for the Site and/or using the Site or the Services constitutes your electronic signature to the Terms of Service and your consent to enter into agreements with us electronically.

Copyright © 2011 The Odd Slipper, LLC. All rights reserved.

If you have any questions, please contact us at: us@theoddslipper.com

The Odd Slipper, LLC
95 East 7th Street
New York, NY 10009