Customization Terms and Conditions of Sale

Effective Date of this version: July 19, 2022.

Upon the terms and conditions set forth herein (the “Terms”), together with any Purchase Order, as applicable (as defined below) (collectively, the “Agreement”), Crocs, Inc. (“Crocs”) will sell to Buyer certain customized Crocs-branded and Jibbitz-branded products (“Products”) for Buyer’s personal and/or internal business/organization use.

By clicking the ‘add to cart’ button and placing your order for customized products and/or by executing a purchase order under this agreement, buyer agrees to be bound by these terms and conditions, the crocs.com privacy policy, the crocs.com terms of use, and all other written guidelines made available to buyer by crocs.

Terms and Conditions Index:

Article 1. Applicability:

These Terms are effective as of the date accepted and are applicable to each Purchase Order (defined below) placed by Buyer to Crocs. Crocs rejects any additional or different terms, or provisions contained in any Purchase Order, acknowledgment or other communication (heretofore or hereafter) received from Buyer, except to the extent specifically agreed to in writing by a duly authorized representative of Crocs.

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Article 2. Purchase Orders:

As applicable, Buyer will submit Purchase Orders to Crocs through the method designated by Crocs, or online submissions through the Crocs customization platform, specifying the quantity, in minimums as determined by Crocs, and SKU of the Products to purchase, a ship window for such Products, a ship-to address, and a Purchase Order number (“Purchase Order”). Crocs may accept, reject or cancel all or a portion of any Purchase Order in its sole discretion. Buyer agrees to follow Crocs’ Purchaser Order deadlines and other requirements, as communicated by Crocs from time to time. Buyer may not cancel or alter a Purchase Order once it has submitted, except upon terms and conditions that Crocs has accepted in writing. If Crocs accepts Buyer’s request to cancel or modify a Purchase Order, Crocs will use commercially reasonable efforts to mitigate any losses it suffers because of such cancellation or modification. Buyer agrees to reimburse Crocs for any losses not so mitigated.

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Article 3. Purchase:

Buyer is purchasing Products from Crocs for promotional, motivational or advertising purposes only. Buyer will not: (a) divert Products to any website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Overstock, Alibaba, Jet, Rakuten, Mercado Libre, Netshoes, Walmart Marketplace, or Sears Marketplace; (b) resell Products; or (c) directly or indirectly sell or offer to sell Products on behalf of, or for the account of, any other party. Notwithstanding the foregoing, Crocs may, in certain limited circumstances and in its sole judgment, agree to permit limited local resale in the context of organizational fundraising activity. In such circumstance, additional terms and conditions may apply.

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Article 4. Intellectual Property Rights; License:

Buyer shall not infringe Crocs’ intellectual property rights, including but not limited to trademarks, trade names, logos, images, text, design rights, patents and copyrights, Product descriptions, or other words or symbols (“IP Rights”) and Crocs and its principal(s) retain all proprietary interests in such rights. Buyer shall do nothing that may damage, detract from or otherwise harm Crocs’ and/or its principals’ ownership in and/or the value of such IP Rights.

For good and valuable consideration, Buyer hereby grants to Crocs and Crocs accepts a non-exclusive and royalty-free right and license to use the materials submitted to Crocs for Product customization under this Agreement (“Logo”) for the sole purpose of creating and providing to Buyer Products under this Agreement. All use of the Logo by Crocs, and all goodwill existing, acquired or developed in the Logo will inure solely to the benefit of Buyer.

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Article 5. Logo Guidelines and Restrictions:

Buyer agrees that Logo shall conform to the submission guidelines as posted on the Crocs website (including the User-Generated Content guidelines as set forth in the Crocs.com Terms of Use) or as otherwise provided to Buyer in writing by Crocs (the “Submission Guidelines”). Compliance with the Submission Guidelines includes, but is not limited to, Buyer’s agreement not to submit materials that contain (i) hate speech; (ii) pornography/obscenity; (iii) libel/defamation; (iv) unlicensed intellectual property of any third party. Crocs reserves the right to reject or remove any material in its sole discretion, including, but not limited to, material Crocs deems in violation of this Agreement, the Submission Guidelines, and/or applicable law.

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Article 6. Prices and Payment:

Crocs will offer the Products to Buyer at the prices in effect at the time of acceptance of the relevant Purchase Order by Crocs. Prices are only binding when quoted by Crocs to Buyer in writing, and only at the moment of such quotation. All prices are in U.S. Dollars (USD). Any discounts and other commercial terms shall be agreed to separately between Crocs and Buyer in writing. Payment is due at the time of placing the Purchase Order unless agreed to otherwise in writing. Past due invoices will bear interest at one- and one-half percent (1.5%) per month or part thereof, or at the highest rate permissible under applicable Law (whichever is greater). Crocs is entitled to charge Buyer with collection fees, legal fees and/or court fees incurred by Crocs to collect any amounts payable. Buyer must make all payments electronically or through checks in name of Crocs.

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Article 7. Taxes and Other Charges:

Any taxes, charges, fees, levies, imposts, duties, tariffs, or other assessments imposed by or payable to any federal, state, local, or governmental authority, on or measured by the transaction between Crocs and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced, unless otherwise agreed in writing. In the event Crocs is required to pay any such tax, fee or charge, Buyer shall reimburse Crocs accordingly.

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Article 8. Delivery and Force Majeure:

Buyer agrees to execute an authorization letter in the form provided by Crocs to import Products bearing the Logo into the United States. Crocs shall not be liable for any damage as a result of any delay or failure to deliver due to any act of God, act of Buyer, embargo or other governmental act, regulation or request, fire, accident, power outage, strike, slowdown or other labor difficulties, war, riot, act of terrorism, delay in transportation, defaults of common carriers, inability to obtain necessary labor, materials or manufacturing facilities or, without limiting the foregoing, any other delays beyond Crocs control. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Buyer’s exclusive remedy for Crocs’ inability to deliver for any reason, including Crocs’ inability to produce Products that meet the requirements of the Purchase Order, is cancellation of the Purchase Order and return of any prepaid funds.

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Article 9. Returns:

Buyer agrees the Products are sold “AS IS” and may differ slightly from the Products as included on any customization tool or order. Subject to compliance with the Submission Guidelines, Crocs will produce customized Products with the Logo as submitted, and cannot be held accountable for any Buyer errors therein. Crocs will not accept returns.

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Article 10. Representations and Warranties:

  1. By Buyer: Buyer represents and warrants that: (i) if it is a corporation, the making and performance of the Agreement has been duly authorized by all necessary corporate action on the part of Buyer, does not require any shareholder approval and does not violate any of Buyer’s letters patent or articles of incorporation or any amendments thereto or (whether or not a corporation) any agreement, indenture or other instrument to which Buyer is a party or by which Buyer’s property may be bound or affected and at the date hereof Buyer is not otherwise in default of any such agreement, indenture or instrument; (ii) this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid, enforceable and binding obligation of Buyer in accordance with the terms hereof; (iii) Buyer is the sole and exclusive owner of all rights in and to the Logo; (iv) that the Logo does not infringe the rights of any third party; and (v) Buyer has all rights and authorizations necessary to grant the rights granted to enter into this Agreement.
  2. By Crocs: As of the date of delivery, products will be free of defects related to the material and/or workmanship. Except as set forth in this article 10, to the greatest extent permissible under applicable law, crocs provides products to buyer strictly “as is”. Crocs makes no, and hereby expressly disclaims all, other warranties and representations, whether expressed or implied, including, but not limited to, warranties with respect to merchantability, fitness for a particular purpose, non-infringement, title, and warranties implied from a course of dealing or course of performance. No person (including any agent, dealer or representative of crocs) is authorized to make any representation or warranty concerning the products except to refer purchasers to the warranty in this article 10 and buyer acknowledges that it has not relied on any other warranties or representations.
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Article 11. Limitation of Liability:

Notwithstanding the above, to the greatest extent permissible under applicable law, regardless of whether crocs has been informed of the possibility of such damages and regardless of whether such damages arise in tort, contract, strict liability or otherwise, in no event will crocs be liable for incidental, consequential, special, punitive, exemplary or enhanced damages (including lost profits). In no event will crocs’ liability for any claim arising from or relating to this agreement exceed the amount of the applicable purchase order. The prices and limitations of liability set forth in this agreement reflect the allocation of risk negotiated and agreed to by crocs and buyer. Buyer acknowledges that crocs would not enter into this agreement without these limitations on its liability and that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

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Article 12: Indemnity:

Subject to Article 10, each party shall fully indemnify, defend and hold harmless the other party and its parent company, affiliates, subsidiaries, and their respective agents, servants, employees, officers, directors, members, managers, representatives and customers (collectively, the “Indemnified Parties”) from and against and reimburse the Indemnified Parties for any and all liabilities arising out of or relating to the indemnifying party’s breach of this Agreement, or its willful misconduct or gross negligence. Buyer agrees to defend, indemnify and hold Crocs harmless from and against any and all liability, loss or damage, cost or expense, including but not limited to court costs, attorneys’ fees, and any awards or damages arising from a third-party claim of intellectual property infringement arising from Crocs’ use of the Logo solely as contemplated under this Agreement.

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Article 13. Miscellaneous:

  1. Buyer agrees that failure to comply with any provision of the Agreement may result in Crocs terminating or suspending delivery of part or all of the Purchase Order, whether or not the Buyer is in default due to force majeure.
  2. The terms and conditions hereof and any subsequent correspondence relating to the Products, including, without limitation, pricing and any conflicts arising between the parties are confidential and Buyer hereby undertakes not to disclose the same unless required by law.
  3. Buyer acknowledges that Crocs reserves the right to audit and/or monitor Buyer’s activities for compliance with the Terms.
  4. Buyer agrees that it will not knowingly sell or transfer the Products, directly or indirectly, to any person on either of the U.S. Export Controls and the U.S. Consolidated Screening List, or to any person who may be prohibited by law from receiving goods from the country from which the Product is exported.
  5. If any provision of the Agreement is for any reason held invalid or illegal in any respect, such invalidity or illegality will not affect the validity of the Agreement and Crocs will substitute for the affected provision, a valid and enforceable provision which most closely approximates the intent and economic effect. If such provision cannot be amended so as to be valid and enforceable, then such provision is severable from the Agreement and the remaining provisions of the Agreement remain valid and enforceable.
  6. Buyer is not entitled to assign, transfer or novate its rights and obligations pursuant to the Agreement to any third party. Buyer is not entitled to set off any amounts due by Crocs against any amounts due by Buyer.
  7. This Agreement shall be governed by and be interpreted exclusively in accordance with the laws of Colorado and the United States, without reference to rules concerning choice of laws principles that would require the application of the laws of another jurisdiction. Except as set forth below, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration in accordance with the International Centre for Dispute Resolution’s (“ICDR”) then-current rule for international dispute resolution of commercial disputes (the “Rules”). The place of such arbitration will be in Denver, Colorado, United States. The award rendered by the arbitrator will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. Buyer waives, to the fullest extent permitted by law, any right it may have to a trial by jury in any action, proceeding, or litigation directly or indirectly arising out of, under or in connection with this agreement, including any amounts that may be owed hereunder.
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