MICHAEL ANTONIO FOOTWEAR GROUP

Last Updated: June 21, 2011

Your use of the services available at the Michael Antonio website at www.michaelantonio.com (the website and services are collectively referred to as the “Services”) is subject to these Terms of Use (these “Terms of Use”). By using the Services, you agree to be bound by, and use the Services in compliance with, these Terms of Use, including our various policies (e.g., return policy), which are incorporated by reference into these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SERVICES.

The terms "you," "your," and "yours" refer to you, the visitor to the Services. The terms "Michael Antonio," "we," "us," and "our" refer to E.M.S. Trading, Inc. We may periodically make changes to these Terms of Use. It is your responsibility to review the most recent version of these Terms of Use frequently and remain informed of any changes to it. You agree that your continued use of the Services after such changes have been published to the Services shall constitute your acceptance of such revised Terms of Use.

Ownership

We retain all right, title, and interest in and to the Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

Access to the Services; Modifications to the Services.

We do not provide you with the equipment to access the Services. You are responsible for all fees charged by third parties to access the Services (e.g., charges by internet service providers).

We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

The Services is not intended for or directed to persons under the age of 13.

Restrictions

You must comply with all applicable laws when using the Services. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information or content made available on the Services (“Services Content”) or compile or collect any Services Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Services or store, copy, modify, distribute, or resell any Services Content; (c) rent, lease, or sublicense your access to the Services; (d) use the Services or Services Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Services; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Services; (g) use the Services in a manner that threatens the integrity, performance, or availability of the Services; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services or Services Content.

Privacy Policy

We may collect registration and other information about you through the Services. Our collection and use of this information is governed by our Privacy Policy available at www.michaelantonio.com/privacy.

Links and Third Party Content

The Services may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.

Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms of Use will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Service.

Promotions

As a part of the Service, we may email or provide you coupons, offers, and other specials from Michael Antonio or from third parties (collectively “Promotions”). Michael Antonio is not responsible for the redemption, errors, omissions, or expiration of Promotions from third parties. Promotions may expire, and are otherwise subject to change without notice. We have no control over their legality or the ability of any third party to complete a Promotion (including the sale in accordance with the offer).

SMS / Text Messaging

We may allow you to provide your mobile telephone number and to receive SMS / text messages from us regarding Promotions. Your carrier’s message and data rates may apply to your receipt of our SMS / text messages. All charges are billed by and payable to your mobile service operator. You are solely responsible for those charges.

Password Restricted Areas of the Services

Certain features of the Services may be restricted to registered users. If you register, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify Michael Antonio if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Michael Antonio of any unauthorized use of your account or any other breach of security in relation to your password or the Services that is known to you.

Product Descriptions and Images

Michael Antonio attempts to be as accurate as possible when providing product descriptions and images, including the price of products and the display color of products. However, Michael Antonio does not warrant that any Services Content, including product descriptions and images, is accurate, complete, reliable, current, or error-free.

Pricing

With respect to items sold by Michael Antonio, we cannot confirm the price of a product until you order. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. Despite our best efforts, a small number of the products in our catalog may be mispriced. If a product’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

Please note that these Terms of Use apply only to products sold and shipped by Michael Antonio. Third-party sellers may follow different policies in the event of a mispriced item.

Orders When you place an order for a product, you authorize Michael Antonio to charge or to direct its third-party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase in US dollars, including all applicable taxes. If Michael Antonio does not receive payment from your credit card provider, you agree to pay all amounts due upon demand.

Risk of Loss

All items sold by Michael Antonio are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Submissions

The Services allow you and other third parties to post reviews or comments. All reviews and comments posted to the Services must be topical. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties on the Services are those of the respective authors or producers and not of Michael Antonio, or its shareholders, directors, officers, or employees. Michael Antonio may review and delete any content, in whole or in part, that in the sole judgment of Michael Antonio violate these Terms of Use or which might be offensive, illegal, or that might violate the rights of or harm any third parties. Michael Antonio does not control the content posted by third parties via the Services and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Services, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will Michael Antonio, its shareholders, directors, officers, directors, or employees be held liable for any loss or damage caused by your reliance on information obtained through the Services. It is your responsibility to evaluate the information, opinion, advice, or other content available.

You agree that Michael Antonio is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (each, a "Submission"), including, without limitation, responses to questionnaires or through postings to the Services without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Services and our products and services. Furthermore, by posting any Submission on the Services, submitting information to us, or in responding to questionnaires, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicenseable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission or information submitted in any media, software, or technology of any kind now existing or developed in the future. By posting or providing a Submission or information, you represent and warrant that public posting and use of your Submission or information by Michael Antonio will not infringe on or violate the rights of any third party.

Use Policies

Michael Antonio asks that you respect our Services. Your conduct should be guided by common sense and basic etiquette. To further these common goals when posting Submissions to or otherwise using the Services, you agree not to:

- Use the Services in a manner which violates any applicable laws or regulations;

- Post or transmit any material (i) that you don’t have the right to transmit under applicable law, including copyright, trademark, or trade secret laws, or (ii) in violation of your obligations to any third party, including nondisclosure agreements;

- Intentionally seek information on, obtain copies of or modify files, other data or passwords belonging to other users without permission; solicit a member’s password or other account information; or harvest user names, email addresses or other personal information for any purpose;

- Impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person or entity;

- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use racially, ethnically, or otherwise offensive language; or discuss or incite illegal activity; or use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);

- Post Submissions that contain nudity, violence, or offensive subject matter;

- Post photographs of another person without such person’s consent;

- Promote information that you know to be false or misleading or that promotes or facilitates illegal activities, piracy, or conduct that is abusive, threatening, obscene, defamatory or libelous;

- Engage in or facilitate the transmission of unsolicited mass mailing, or “spamming”;

- Sell or otherwise transfer your profile or account on the Services; or

- Use the Services in a manner that interferes with or disrupts other network users, services or equipment. Such interference or disruption includes, but is not limited to: (i) propagation of computer worms or viruses, (ii) use of the network to make unauthorized entry to other computational, information or communications devices or resources, or (iii) use of automated processes to interact with the Services, such as scripts to or harvest data. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission. Michael Antonio reserves the right to investigate and take legal action against anyone who, in our sole discretion, violates the restrictions set forth in this Agreement, including without limitation removing any offending profile information or Submissions, and terminating your access to the Services.

Feedback

Michael Antonio may provide you with a mechanism to provide feedback, suggestions and ideas, if you chose, about the Services or us (“Feedback”). You agree that Michael Antonio may, in its sole discretion, use the Feedback you provide to Michael Antonio in any way, including in future modifications to the Services. You hereby grant Michael Antonio a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND SERVICES CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MICHAEL ANTONIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES AND SERVICES CONTENT, AND YOU RELY ON THE SERVICES AND SERVICES CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MICHAEL ANTONIO OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

MICHAEL ANTONIO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MICHAEL ANTONIO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICES AND SERVICES CONTENT. UNDER NO CIRCUMSTANCES WILL MICHAEL ANTONIO'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR SERVICES CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Copyright Infringement

Michael Antonio respects the intellectual property rights of others, and asks you to do the same. It is the policy of Michael Antonio to terminate the access privileges of those who repeatepy infringe the copyright rights of others. If you believe that your work has been posted on the Services in a way that constitutes copyright infringement, please contact Michael Antonio at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the URL or other specific location on the Services where the material that you claim is infringing is located; (3) your address, telephone number, and email address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Michael Antonio’s designated agent for notice of copyright infringement can be reached at:

E.M.S. Trading, Inc.
Attention: Alice Su
5161 Richton Street
Montclair, CA 91763
Phone: 909-581-7824
Facsimile: 909-581-7801
Email: alicesu@michaelantonio.com

Trademarks

Michael Antonio, the MA logos, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of Michael Antonio and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark holder. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service 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, or vice versa.

Indemnity

You will indemnify and hold Michael Antonio, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Services or Services Content, your violation of these Terms of Use, or your violation of any rights of a third party through use of the Services or Services Content.

Updates to the Services and to these Terms of Use

We may occasionally update the Services and these Terms of Use. When we do, we will revise the “last updated” date on these Terms of Use. You should check the Services and these Terms of Use frequently to see recent changes. This version of these Terms of Use shall supersede all earlier versions.

Legal Notices

Enforcement of these Terms of Use will be governed by California law, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms of Use or your use of the Services will lie in the State and Federal courts located in the State of California, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of Michael Antonio to enforce any right or provision in these Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by Michael Antonio in writing. In the event that a court of competent jurisdiction finds any provision of these Terms of Use to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

Contacting Michael Antonio

If you have any questions or concerns about the Services or these Terms of Use, please send us a thorough description by email to legal@michaelantonio.com, or write to us at:

E.M.S. Trading, Inc.
Legal Department
5161 Richton Street
Montclair, CA 91763