This Terms of Service (this “Terms of Service”) is agreed to between Stio (collectively, “Stio”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You”).  Stio offers users the ability to access information, data, and other content (“Content”), as well as online product review information, customer surveys, event registration, and other interactive functionality and services (“Services”) described on the Stio website located at https://www.stio.comor other websites operated by Stio (each, a “Site”).  This Terms of Service applies to the Site and the Content and Services available through the Site, regardless of the website through which You access or use the Site, Content, or Services.

PLEASE CAREFULLY READ THIS Terms of Service.  BY ACCESSING OR USING THE SITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO This Terms of SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY this Terms of SERvice.  IF YOU DO NOT AGREE TO This Terms of SERVICE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of SERVICE, STIO IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE SITE, CONTENT, OR SERVICES.  IF YOU ACCESS OR USE THE SITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of SERVICE AND AGREE TO BE BOUND BY This Terms of SERVICE.

This Terms of Service includes the terms and conditions below and the Privacy Policy  https://www.stio.com/pages/privacy-policy relating to the Site.  You are responsible for compliance with this Terms of Service (including the Privacy Policy).

Unless You later enter into any other agreements with Stio regarding the Site, Content, or Services, this Terms of Service is the complete and exclusive agreement between You and Stio regarding Your access to and use of the Site, Content, and Services.  This Terms of Service supersedes any prior agreement or proposal, oral or written, and any other communications between You and Stio relating to Your use of the Site, Content, or Services as a user of the Site. 

1. Terms used in this Terms of Service have the definitions given in this Terms of Service or, if not defined in this Terms of Service, have their plain English meaning as commonly interpreted in the United States, even if Stio provides a translated version of this Terms of Service. To the extent any ambiguity or inconsistency exists between the English version of this Terms of Service and a version in any other language, the English (as interpreted in the United States) version of the Terms of Service controls. 

2. Term. This Terms of Service is entered into as of the earlier of the date You first accessed or used the Site, Content, or Services, or submit an Order relating to the Products (the "Effective Date") and will continue until terminated as set forth herein.

3. You must be 18 years or older to access or use the Site, Content, or Services. By accessing or using the Site, Content, or Services, You represent that You are at least 18 years old.  The Site is intended to be used only by individuals and entities that can form legally binding contracts under applicable law.  By accessing the Site, Content, or Services You agree that You meet these eligibility requirements.  

4. Modifications. Stio reserves the right, at any time, to modify the Site, Content, or Services, with or without notice to You, by making those modifications available on the Site.  Stio also reserves the right, at any time, to modify this Terms of Service.  Stio will inform You of the presence of any changes to this Terms of Service by posting those changes on the Site or by providing You with notice through the Site.  Any modifications will be effective immediately upon posting on the Site or delivery of such notice through the Site.  You may terminate this Terms of Service as set forth below if You object to any such modifications.  However, You will be deemed to have agreed to any and all modifications through Your continued use of the Site, Content, or Services following such notice period.

5. Orders and Terms of sale. If You have placed or later place an order (whether in the form of an online order submitted through the Site, by way of email, phone, or otherwise) with Stio (Your “Order”) seeking to access and use certain Stio clothing or other products (the “Products”) and if Stio accepts that Order, then Your access to and use of such Products is also subject to the terms of that Order.  All Orders are subject to any additional terms with Your Order either through the Site at the time You submit Your Order or with the Products specified in Your Order (the “Terms of Sale”).  If the terms of any Order conflict with the Terms of Sale for that Order, the Terms of Sale will govern and control with respect to the Products provided to You.  By placing an Order, You agree to be bound by the terms of this Terms of Service and each applicable Order and Terms of Sale with respect to such Products.  Risk of loss and title of the Products purchased by You passes to You upon delivery of the items to the carrier.  In the event a Product is listed at an incorrect price or with incorrect information due to a typographical error or error in pricing or Product information received from our suppliers, Stio shall have the right to refuse or cancel any Orders placed for Products listed at the incorrect price.  Stio shall have the right to refuse or cancel any such Order whether or not the Order has been confirmed and Your credit card charged.  If Your credit card has already been charged for the Order and Your Order is canceled, Stio will promptly issue a credit to Your Account in the amount of the charge.  All Products are subject to availability.  Color accuracy on the Site may vary depending on computer and browser.  Stio reserves the right to adjust Product prices and details at any time.

6. You may be required to establish an account on the Site (an “Account”) to access portions of the Site, the Content and Services, and place Orders.  Approval of Your request to establish an Account will be at the sole discretion of Stio.  Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature.  Each Account is for Your personal use and each Account ID may be used only by You alone.  You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID.  You are solely responsible for all use of the Site, Content or Services through Your Account.  You will ensure the security and confidentiality of Your Account ID and will notify Stio immediately if any Account ID is lost, stolen or otherwise compromised.  You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You.  In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”).  You agree that: (a) all Registration Information You provide will be true and complete; and (b) You will maintain and promptly update Your Registration Information to keep it accurate and current.  You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Sito, in its sole discretion, deems offensive. Before posting any Registration Information associated with Your Account, You are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of Registration Information, including personal information, on the Site.  Stio is not liable for any invasion of privacy or other claim that may be asserted as a result of Your posting of Registration Information related to Your Account on the Site and the subsequent sharing of that information with third parties as described in the Privacy Policy.  By providing Registration Information, You authorize Stio to disclose such information as described in the Privacy Policy.

7. YOUR CONTENT. You are solely responsible for all data, ideas, submissions, feedback, questions, product reviews, comments, survey responses, and other content (such as text, audio, video, photographs, illustrations, graphics, testimonials, and other media), including your Account ID and Registration Information, that You provide or generate through Your access and use of the Site, Content, or Services (collectively, “Your Content”).  As between You and Stio, You retain ownership of Your Content.  However, subject to any limitations included in the Privacy Policy, You grant Stio and its service providers a worldwide, non-exclusive, perpetual right to use, copy, sell, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, and distribute (“Use”) Your Content for purposes of providing the Services to You, promoting the Products, and for use in operating and making enhancements and improvements to the Site.  Additionally, when you post Your Content to the Site, you also grant Stio the right to Use Your name, or otherwise identify You, in connection with Your Content.  You represent and warrant that none of Your Content or the Use of Your Content by Stio: (1) violates this Terms of Service, the Privacy Policy, or any requirements under applicable laws, rules, and regulations (“Laws”); (2) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) constitutes an infringement, misappropriation, or violation of the IPR or other rights of any third party; (4) is illegal in any way or advocates illegal activity; (5) is an advertisement or solicitation of goods or services (unless You have entered into a separate advertiser agreement with Stio); (6) is false, misleading or inaccurate; or (7) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement.  Stio is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content.  You agree that You have all right, title, interest, and consent in Your Content necessary to allow Stio and its service providers to Use Your Content as set forth in the rights and licenses You grant to Stio under this Terms of Service.

8. Access.

9. Termination. Unless described in a writing between You and Stio otherwise, You may cease use of the Site at any time.  If you also wish to disable access to Your Account and terminate this Terms of Service, You may contact Stio as indicted on the Site to request that Your Account be disabled.  Stio may terminate this Terms of Service at any time in its sole discretion by disabling access to Your Account or by providing notice to You.   Upon termination or expiration of this Terms of Service for any reason: (1) all rights and subscriptions granted to You under this Terms of Service will terminate; and (2) You will immediately cease all use of and access to the Site and all Content and Services (including, without limitation, all Content You obtained prior to termination).  Sections titled Definitions, Termination, Suspension, Site Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Text Messaging Services, Feedback, Claims of Infringement, Governing Law and Venue, Notices, International Access, Linked Sites, and Additional Terms will survive any expiration or termination of this Terms of Service.

10. Suspension. Without limiting Stio’s right to terminate this Terms of Service, Stio may also suspend Your access to Your Account, the Site, any Content, or any Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Terms of Service or applicable law or upon any other conduct deemed by Stio, in its sole discretion, to be inappropriate or detrimental to the Site, Services, Stio, or any other user or third party.

11. Site Technology. The Site, and the databases, software, hardware and other technology used by or on behalf of Stio to operate the Site, and the structure, organization, and underlying data, information, and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Stio.  You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms and Service; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; (9) interfere with the operation or hosting of the Technology; or (10) introduce any viruses, Trojan horses, worms, logic bombs or other material that is harmful to the Technology.

12. Ownership.

13. REPRESENTATIONS AND WARRANTIES.

STIO AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE SITE WILL MEET YOUR REQUIREMENTS; (b) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; (e) THE SITE WILL NOT INCLUDE ANY TYPOGRAPHICAL OR OTHER ERRORS; OR (f) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.  ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

14. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Stio and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Site, or any Content or Services; (2) Your collection and disclosure of any Content or Services, (3) Your violation of applicable Laws; and (4) Your breach of any provision of this Terms of Service.  Stio will use reasonable efforts to provide You with notice of any such claim or allegation, and Stio will have the right to participate in the defense of any such claim at its expense.
15. LIMITATION ON LIABILITY. STIO AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES, EVEN IF STIO OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES.  STIO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND ALL CONTENT OR SERVICES PROVIDED UNDER THIS TERMS OF SERVICE OR THROUGH THE SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU RESULTING FROM ANY ORDERS MADE IN THE MONTH IMMEDIATELY PRECEDING THE ACT GIVING RISE TO SUCH LIABILITY.  YOU AGREE THAT STIO WOULD NOT ENTER INTO THIS TERMS OF SERVICE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, STIO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Data Privacy. You expressly consent to the use and disclosure of Your personal information and other data and information as described in the Privacy Policy.  Notwithstanding anything in the Privacy Policy, Stio will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Site, Services, or Content.  To the extent any such non-personally identifiable data or information is collected or generated by Stio, the data and information will be solely owned by Stio and may be used by Stio for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

17. TEXT MESSAGING SERVICES. Stio may offer communications via calls, SMS text messages, or similar technology subject to our receipt of any consents from You required by applicable law.  These communications may be sent or initiated by Stio or any of its service providers, such as when we send Product notifications and promotions requested through this Site. If you are a participant of the Stio Locals program®, understand you may receive text messages about your purchases as well as the Program’s benefits.  Message and data rates may apply. Message frequency may vary according to how you interact with our site. If you have opted in, the Service promotions, specials, and other marketing offers (i.e. cart reminders) from STIO via text messages through your wireless provider to the mobile number you provided. Consent is not a condition of purchasing any Products.  To stop receiving text messages from Stio, reply “STOP” to any text message you receive from Stio.  You agree we may send you a message to confirm your receipt of your “STOP” request.  You can also opt-out of our text messages by contacting us at 1-800-265-7846.  If You want to join again, just sign up as You did the first time and we will start sending text messages to You again. Stio may offer communications via SMS text messages, or similar technology subject to our receipt of any consents from You required by applicable law. These communications may be sent or initiated by Stio or any of its service providers, such as when we send Product notifications and promotions requested through this Site.
    
    You acknowledge and agree that our Site may not recognize and respond to texted unsubscribe requests that do not include the “STOP” keyword and agree that Stio will have no liability for failing to honor such requests.  For assistance with any text message issues, reply “HELP” to any text message You receive.  You can also contact our customer assistance team by contacting us at 1-800-265-7846.  Not all mobile devices may be supported and text messaging may not be available in all areas.  Stio and the mobile carriers supported on our Site are not liable for delayed or undelivered text messages, text messages delivered to the wrong number, or inaccurate or incomplete content in a text message.  We are not liable for Your use or reliance on the content of any text message.  You agree that all information You provide through the Site (including but not limited to your telephone number(s) and other contact information) will be accurate, current, and truthful to the best of Your knowledge.  You consent to Stio’s use of such information in accordance with our Privacy Policy at https://www.stio.com/pages/privacy-policy.  If You have any questions about Your text plan or data plan, it is best to contact Your wireless provider.

18. Feedback. If You provide Stio any feedback or suggestions regarding the Products, Site, Content, or Services (“Feedback”), You herby assign to Stio all rights in the Feedback and agree that Stio shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You.  Stio will treat any Feedback You provide to Stio as non-confidential and non-proprietary.  You agree that You will not submit to Stio any information or ideas that You consider to be confidential or proprietary.

19. Claims of Infringement. Stio respects Your copyrights and other intellectual property rights and those of other third parties.  If You believe in good faith that Your copyrighted work has been reproduced on the Site without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

Stio

Attention: Stio Copyright Agent

PO Box 1188

Jackson, WY 83001

customerservice@stio.com

Please provide the following information to the Stio Copyright Agent: (1) the identity of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.  Stio will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Site.

20. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Terms of Service, will be governed in all respects exclusively by the laws of the State of Wyoming, U.S.A., as such laws apply to contracts between residents of Wyoming without regard to conflict of laws provisions thereof.  Each party will bring any action or proceeding arising from or relating to this Terms of Service exclusively in a federal or state court in the State of Wyoming, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Stio. 
21. NOTICES. Unless otherwise specified in this Terms of Service, any notices required or allowed under this Terms of Service will be provided to Stio by postal mail to the address for Stio listed on the Site.  Stio may provide You with any notices required or allowed under this Terms of Service by sending You an email to any email address You provide to Stio, provided that in the case of any notice applicable both to You and other users of the Site, Stio may instead provide such notice by posting on the Site.  Notices provided to Stio will be deemed given when actually received by Stio.  Notice provided to You will be deemed given 24 hours after posting to the Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
22. INTERNATIONAL ACCESS. The Site may be accessed from countries other than the United States.  The Site may contain Products or references to Products that are not available outside of the United States.  Any such references do not imply that such products will be made available outside the United States.  If You access and use this Site outside the United States You are responsible for complying with Your local Laws in addition to any requirements outlined in this Terms of Service. 
23. LINKED SITES. The Site, Content, or Services may contain links to third-party sites or content that are not under the control of Stio. If You access a third-party site or content from the Site or Services, then You do so at Your own risk and Stio is not responsible for any content on any linked site.  You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Stio or any group or individual affiliated with Stio.  You may not use on Your site any Content or marks appearing on the Site in establishing the link.  You may not frame or otherwise incorporate into another site the content or other materials on the Site without Stio’s prior written consent.
24. ADDITIONAL TERMS. Except as expressly set forth in this Terms of Service, this Terms of Service may be amended or modified only by a writing signed by both parties. You agree as it relates to our remedy at law for any actual or threatened breach of this Terms of Service that Stio shall be entitled to specific performance or injunctive relieve, or both, in addition to any damages that we may be legally entitled to recover.  No right or remedy shall be exclusive of any other, whether at law or in equity.  All waivers by Stio under this Terms of Service must be in writing or later acknowledged by Stio in writing.  Any waiver or failure by Stio to enforce any provision of this Terms of Service on one occasion will not be deemed a waiver by Stio of any other provision or of such provision on any other occasion.  If any provision of this Terms of Service is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  Neither this Terms of Service nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Stio.  Any assignment in violation of the foregoing will be null and void.  Stio may assign this Terms of Service to any party that assumes Stio’s obligations hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to "including" will mean "including, without limitation."