Last updated: March 1, 2017

PART I.  ABOUT THE WEBSITES AND THESE TERMS OF USE

Introduction

These Terms of Use apply to your access to, and use of, www.keenfootwear.com (and its subdomains) and other online or mobile services or applications (collectively, the “Websites”) of KEEN, Inc. and its subsidiaries ("we" or "us"). Please see our “Contact Us” page on this website for company details.

A Website may be directed to users residing in a certain geographic area. We do not promise or represent that content available on or through such Website is appropriate or available in other locations. We may limit the availability of our Websites or any service or product described on our Websites to any person or geographic area at any time. If you choose to access a Website from outside the area to which it is directed, you do so at your own risk.

These Terms of Use set out the terms and conditions on which we agree to make available and you agree to access and use the Websites. By clicking to indicate your acceptance of these Terms of Use, or otherwise accessing or using the Websites, you agree to be legally bound by these Terms of Use, so if you do not agree with these Terms of Use, including the mandatory arbitration provision and class action waiver section below, you should not use the Websites.

Changes to the Terms of Use by us

Please note that we may change these Terms of Use at any time.  If we do, we will publish the amended Terms of Use on the Websites so please review the Websites periodically for changes to these Terms of Use. The date at the top of this webpage indicates when these Terms of Use were last updated.  Unless we say otherwise, the amended Terms of Use will be effective immediately and your continued access and use of our Website after the updated date will confirm your acceptance of the changes.  If you do not agree to the amended Terms of Use, you must stop accessing and using our Websites.

Changes to the Websites

It is important to note that we reserve the right to modify, suspend, or terminate operation of or your access to the Websites or any portion of the Websites.

We may update the Websites and change the content at any time including the products we sell and the price we sell them at. Although we make reasonable efforts to update the information on the Websites, please note that any of the content on our Websites may be out of date at any given time, and we are under no obligation to update it. We may also interrupt the regular operation of the Websites, or any portion of the Websites, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes.

We also do not guarantee that the Websites, or any content, will be free from errors or omissions and we do not make any guarantees that the content on the Websites is accurate, complete or up-to-date.

Your obligations

Please note that you are responsible for making all arrangements necessary for you to have access to our Websites and that you are also responsible for ensuring that anyone who accesses our Websites under your authorization is aware of these Terms of Use and that they comply with them.

When using the Websites, you promise not to:

• use or access the Websites for any fraudulent or unlawful purpose;
• use or access the Websites to impersonate any person or entity, or to falsely state or otherwise misrepresent its affiliation with any person or entity;
• interfere with or disrupt the operation of or access to the Websites;
• transmit or otherwise make available in connection with or access to the Websites any virus, worm, Trojan horse, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
• restrict or inhibit the ability of any other person to access or use the Websites;
• modify, adapt or translate any portion of the Websites;
• remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Websites;
• bypass or ignore instructions contained in our robots.txt file that controls automated access to portions of our Websites; or
• use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather or reproduce the Websites or circumvent the navigational structure or presentation of the Websites.

Your account

If you sign-up for an account with us then this section will also apply to your use of the Websites.

Your username and password are strictly personal and must not be shared with anyone else.

You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You must not share your password or other login information with any person.

Any use of your account by any person other than yourself is grounds for suspension or termination of your account. You must promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Website.

Links

Links to Third-Party Websites.  Please note that the Websites may include links to third party websites. These links are provided for your convenience only and do not signify that we endorse such third-party websites or their content. We do not review such third-party websites and you acknowledge and agree that:

• we are not responsible for such websites, including the terms on which such websites are made available and the privacy policies of such websites, and we do not control their content or availability;
• we make no representation, warranty or condition, either express or implied, in relation to any goods or services or information received from such websites; and
• if you access any such websites, you do so entirely at its own risk.

Links to Our Websites.  You are granted a limited nonexclusive, nontransferable right to create a text hyperlink to the Websites for noncommercial purpose, provided that such link does not portray us or any of our products in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material that is offensive, harassing or otherwise objectionable.  This limited right may be revoked at any time.  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our Websites must not be framed on any other site.

We reserve the right to withdraw linking permission without notice.

Privacy policy and use of data

Our Privacy Policy explains our policies regarding the collection, use, transmission, and processing of your personal data provided by or collected from you via the Websites (including how cookies are used).

User Generated Content

Whenever you make use of or contribute to any forums, product reviews or embedded social media features (e.g. Instagram feeds) on our Websites or any other feature that allows you to upload content to our Websites or to make contact with other users of our site (which we'll call an "Interactive Service" in this document), you must comply with the content standards set out in our Acceptable Use Policy below.

You promise that any such contribution does comply with those standards and you will be responsible for any loss or damage we suffer as a result of your breach of that promise.

Any content you upload, submit to or post on our Websites will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you grant us a limited license to use, store, modify, exploit, make content based on and copy that content and to distribute and make it available to third parties to do the same.

You must not upload any content, posts or submissions where:

• you do not have the right to do so or have permission from the rights holder;
• doing so would be illegal or infringe another person's rights (for example, if doing so would breach someone's right to privacy); and
• you do not have the right or permission to grant the licenses described in this section.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Websites constitutes a violation of their intellectual property rights, or of their right to privacy.

Please also note the following in relation to your content, posts and/or submissions:

• we will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site;
• we have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy below;
• the views expressed by other users on our site do not represent our views or values; and
• you are solely responsible for securing and backing up your content.

Acceptable Use Policy

When using an Interactive Service or otherwise providing or uploading content, posts or submissions to our Websites (referred to as "contributions" below), you must comply with the following standards:

• Your contributions must:
• Your contributions must not:

We reserve the right to take action against you if we find that you are breaching our Acceptable Use Policy.

Our liability to you for breach of these Terms of Use

Nothing in these Terms of Use is intended to exclude or limit our liability for property damage, death or personal injury caused by our negligence, for fraudulent misrepresentation, gross negligence or for any other liability that cannot be excluded or limited by law.

Although we do our best to provide informative Websites that you'll enjoy browsing, unless where we have expressly set out to the contrary in these Terms of Use, the Websites are made available to you on an "as is" basis.  This means that we do not accept any liability to you in respect of it (subject to the rest of this section).  It is therefore your responsibility, not ours, to ensure that the Websites are suitable for your intended purposes when you use it. 

We accept no liability as to the suitability or fitness of the Websites in meeting your needs and we exclude to the fullest extent permissible by law all express or implied warranties,  terms, conditions, undertakings, promises or guarantees (referred to as "promises" in this section) including:

• that access to the Websites will be available, timely, uninterrupted or error-free;
• that the Websites or the computer server from which the Websites are made available, are free of viruses or other harmful components; and
• to the accuracy, content, timeliness, completeness, reliability, quality or suitability of any content contained in or delivered via the Websites or otherwise made available in connection with the Websites.

We will not be liable to you for any loss or damage caused by events beyond our reasonable control, such as a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Websites or on any website linked to our Websites.

Finally, we will not be liable to you for any special, indirect or consequential losses or damages, or any loss of data, profits, revenues, business, or goodwill.

Please note that, in some cases, there are some implied promises which we legally cannot exclude.  To find out more about these and to seek advice about your legal rights, please note that this is available from your local consumer rights advisory service.

Our intellectual property rights

The intellectual property rights in the Websites and copyright in all material stored, displayed and accessible on the Websites is either owned by us or licensed by third parties (referred to as "Content" throughout this section).  All such rights in our Content are reserved by us or our licensors and protected by copyright laws and treaties around the world.

You may not to use, modify, copy, reproduce, republish, upload, post, transmit, distribute, sell, license, rent, publicly display or perform, edit, adapt or create a derivative work of, in any manner, any Content or any other part of the Websites, without our express prior written consent.

In spite of this, you may view, use, download, and print selected portions of the Websites solely for your own personal, non-commercial, informational use, provided that you do not republish the Content and that you keep intact and do not obscure or remove any copyright, trademarks, service marks, attributions, patent, and other proprietary notices.

Other terms and conditions

Although you've probably noticed already, these Terms of Use only apply to your use of the Websites and not our contract with you for any products you've bought from us.  Please refer to the latest version of the Terms of Sale on www.keenfootwear.com, although it is important to remember that the terms that govern any purchase from us will be those which were in force at the time of the relevant purchase. In addition to the Terms of Sale, we may ask you to accept additional terms that apply to specific features, products or services.  To the extent any additional terms conflict with these Terms of Use, the additional terms will govern with respect to your access to or use of the applicable feature, product or service.

Miscellaneous

We may transfer our rights and obligations under these Terms of Use to another organization, but this will not affect your rights or our obligations under these Terms of Use.

Each of the paragraphs of these Terms of Use operates separately. If any court or relevant authority decides that any of them are unlawful, illegal or unenforceable, the remaining paragraphs will remain in full force and effect.

If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you, or that you do not have to comply with those obligations. If we do waive a default or breach of these Terms of Use by you, we will only do so in writing.

Dispute Resolution; Binding Arbitration; Governing Law and Venue

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or we seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or we seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and we  waive both of our rights to a jury trial and to have any dispute arising out of or related to these Terms of Use or the Websites resolved in court. Instead, all disputes arising out of or relating to these Terms of Use or the Websites will be resolved through confidential binding arbitration held in Multnomah County, Oregon in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. 

You and we agree that any dispute arising out of or related to these Terms of Use or our Websites is personal to you and us and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and we agree that these Terms of Use affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms of Use and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Use. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and we agree that for any arbitration you initiate, you will pay the filing fee and we will pay the remaining JAMS fees and costs.  For any arbitration initiated by us, we will pay all JAMS fees and costs.  You and we agree that the state or federal courts of the State of Oregon and the United States sitting in Multnomah County, Oregon have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms of Use or the Websites must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and we will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by sending an email to legal@fuerstgroup.com. 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 the following paragraph.

These Terms of Use and your access to and use of the Websites, including any dispute or claim arising out of or in connection with these Terms of Use or the Websites (including non-contractual disputes or claims) are governed by and shall be construed in accordance with Oregon law, without regard to conflict of law rules or principles (whether of Oregon or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.  Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Oregon and the United States, respectively, sitting in Multnomah County, Oregon. 

We have a policy of limiting access to our Websites and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that your copyright (or other intellectual property rights) has been infringed on the Websites or that there is any content which you believe is illegal or infringes your or a third party's rights, you may notify our Designated Agent as follows:

Designated Agent:
General Counsel

Address:
515 NW 13th Ave.,
Portland OR 97209

Telephone Number: 
1.866.676.KEEN(5336)

E-Mail Address:
legal@fuerstgroup.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Website is infringing, you may be liable to us for certain costs and damages.

If you have any other questions or complaints regarding these Terms of Use or the Websites, please contact us at info@keenfootwear.com.

Copyright © 2017 KEEN, Inc. All rights reserved. KEEN and the KEEN logo are registered trademarks of KEEN, Inc.