DSW Visa® and DSW Visa® Signature Credit Card
VIP REWARDS PROGRAM TERMS ("TERMS")
IMPORTANT NOTE: THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU, ELIMINATE YOUR RIGHT TO A TRIAL BY JURY, REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND NOT AS A PART OF ANY CLASS OR REPRESENTATIVE ACTION, AND THROUGH FINAL AND BINDING ARBITRATION. SEE BELOW.

Please read these Terms carefully for important information about your rights and obligations in the DSW Visa® and DSW Visa® Signature Credit Card VIP Rewards Program ("Program"). By participating in the Program, you agree to these Terms.
In these Terms, "you" and "your" mean the Account holder. "We," "our," and "us" mean Designer Brands (DSW). "Bank" means Comenity Bank or its assignees.
The Program is provided by Designer Brands. DSW is solely responsible for Program operation and may withdraw the Program or change the terms of the Program at any time. The purpose of the Program is to reward customers for certain uses of their DSW Visa® and DSW Visa® Signature credit card ("Card").
FOR THE MOST UP-TO-DATE TERMS, PLEASE VISIT www.DSW.com/en/us/legal/rewards-terms.
1. General Information; Definitions. The Program allows you to earn points ("Points") on the dollars you spend as described in Section 3 below, using your DSW Visa® and DSW Visa® Signature Credit Card Account (your "Account"). You can then redeem those Points for DSW rewards valid at DSW stores or DSW.com (the "Rewards"), as described in Section 4 below.
These Terms are separate and independent from DSW Visa® and DSW Visa® Signature Credit Card Account Agreement (your "Account Agreement"), which governs the use of your Card. In the event of any conflict between these Terms and your Account Agreement, these Terms will control in any matter relating to the Program. All information collected about you in connection with the Program is subject to our privacy policy, which can be obtained at www.DSW.com/en/us/legal/privacy-policy. Purchases made on DSW.com are subject to Terms of Use at www.DSW.com/en/us/legal/web-terms. In the event that any Terms of Use conflict with these Terms, these Terms will control.

2. Eligibility; Withdrawal of Program. DSW VIP Rewards Membership ("Membership") is open to individuals at least 13 years of age. Commercial customers and others purchasing items for resale are not eligible for Membership. Membership is valid only at participating DSW U.S. retail store locations and at DSW.com. Purchases made at DSW Canada stores and online at www.dswcanada.ca have a separate rewards program. Please see www.dswcanada.ca or visit a DSW Canada store for details.
You can enroll in the Program at any participating DSW U.S. retail store location or online at www.dsw.com/en/us/vip. You must provide your name, a valid email, and your address to enroll in the VIP Rewards Program. You may cancel your participation in the Program in accordance with Section 11. Unless you cancel your participation, you will remain enrolled in the Program as long as we continue to offer the Program. We may withdraw the Program or deny or revoke your participation in the Program at any time for any reason.
The Program is free to enroll. There are three (3) eligible tiers of Membership. The Member will graduate to the next tier automatically upon meeting the tier's qualifications as follows:

• The first tier ("Club") is achieved upon enrollment in the VIP Program. As a Club Member, the Member earns one (1) Point for every $1.00 spent on Net Eligible Product Purchases. Club Members enjoy the benefits of personalization in the DSW Mobile Application. Club Members are eligible for free 4-7-day shipping and will receive a $5.00 birthday offer each birthday which can be used online or in-store (collectively, the "Club Member Benefits").
• The second tier ("Gold") is achieved when the Member spends over $200.00 on Net Eligible Purchases in a calendar year (January 1-December 31). As a Gold Member, the Member earns one (1) Point for every $1.00 spent on Net Eligible Purchases. In addition to the Club Member Benefits, Gold Members will be eligible to select two (2) days each calendar year in which the Gold Member earns double Points on the purchase of Eligible Product Purchases. Gold Members are also eligible for free product return shipping within sixty (60) days of purchase, and periodic perks like early access to product releases (collectively, the "Gold Member Benefits").
• The third tier ("Elite") is achieved when the Member spends over $500.00 on Net Eligible Purchases in a calendar year (January 1-December 31). As an Elite Member, the Member earns two (2) Points for every $1.00 spent on Net Eligible Purchases. In addition to the Club Member Benefits and Gold Member Benefits, Elite Members will be eligible to select one (1) day each calendar year in which the Elite Member earns triple Points on the purchase of Eligible Product Purchases. All Eligible Product Purchases made on or after November 22, 2020 will be eligible for return within 365 days of purchase. Elite Members will also be eligible for free 2-day shipping. Instead of a $5.00 birthday offer, Elite Members will receive a $10.00 birthday offer each birthday (collectively, the "Elite Member Benefits").

Maintaining Tier Status: Cardholders at Club or Gold Tiers will remain at this Tier until a higher qualifying Tier is reached. Once a Cardholder has reached Gold or Elite Tier, the cardholder will remain at that Tier for the calendar year in which that Tier was reached and one subsequent calendar year (for example, if you reach Elite Tier on May 1, 2018, you will remain in the Elite Tier through December 31, 2019). A Cardholder at Gold or Elite Tier must re-qualify for that Tier status by spending over $200 (for Gold) and $500 (for Elite) on Net Eligible Purchases during each subsequent calendar year. If a Gold or Elite Tier Cardholder does not meet those spend thresholds during a subsequent calendar year to maintain that Tier status, the Cardholder will be reset to the Club Tier.

3. Earning Points. The Program is limited to earning Points for Net Eligible Purchases. Net Eligible Purchases are purchases of goods and services for personal, family and household purposes using your Card and the Card(s) of your Authorized User(s), if any, minus any returns, refunds or credit adjustments, Purchases that are not a whole dollar amount will be rounded to the nearest whole dollar amount to determine the amount of Rewards earned. Purchases that end in $0.50 will be rounded using bankers rounding, where the purchase is rounded to the nearest even whole dollar amount. Example: $2.50 rounds to $2.00 whereas $3.50 rounds to $4.00.

Points are not earned on, and the term "Net Eligible Purchases" does not include: returns, refunds, credit adjustments, unauthorized or fraudulent charges, charges that violate the terms of your Account Agreement, purchases made by or for a business or for a business purpose, balance transfers, cash advances or any other transaction treated like a cash advance, interest, fees, sales tax, state fees, shipping charges, delivery charges, restocking fees, rebates applied at the time of purchase, the dollar amount of available mail-in rebates at the time of purchase of any product or service, the dollar amount of the purchase of Gift Cards and eGift Cards, the dollar amount of any Gift Card offer with purchase, other excluded charges, or other Account activity. Members do not earn points for the amount of any Rewards redeemed or discounts applied. We have the right to deduct Points from your Points balance for charges that were not or do not remain Net Eligible Purchases. If your Points balance goes negative, you must first earn Points to bring your Points balance to zero before earning any Points eligible for redemption. Points you earn may not be combined with Points earned by anyone else. Primary Account holders and Authorized Users on the same credit card account can each have their own Program account. If separate Program accounts are set up by the Primary Account holders and Authorized users, points earned when using the same credit card account will be applied to the separate Program accounts. Points earned have no cash value and may not be used as payment of any outstanding obligation to the Bank or its affiliates or to DSW.

• Points for Net Eligible Purchases. You will earn Points for Net Eligible Purchases so long as your Account is in Good Standing.

(b) Points for Special Offers. From time to time, we may make special offers for you to earn additional Points for Net Eligible Purchases. These additional points are called "Bonus Points." The way to earn Bonus Points, and the Bonus Points that can be earned, may vary. Read each offer carefully, as there may be important conditions or limitations, such as blackout periods, Bonus Point limits, or exclusions. You may have to register to qualify for the offer. We may change or withdraw an offer at any time without notice. Any such change or withdrawal will not affect Bonus Points already earned. Your Net Eligible Purchase must be completed and the transaction charged to your Account during the special offer period in order for you to earn the applicable Bonus Points. For mail order, special order, online, and other purchases, please be aware that we may not charge your Account until items purchased have shipped. During special offer periods, making a return in the same transaction as your purchase may result in earning fewer Points because Points are calculated off of your Net Eligible Purchase (in this case, your purchase minus return).
(c) Posting of Points Earned; Expiration; Forfeiture. Your Points balance may be viewed at any time in your DSW online Member profile at www.dsw.com/en/us/vip Points will post to Member's Account within 48 hours from in-store purchase or date of shipment for online orders. At any time, we may verify and adjust your Points balance based on our records and based on certain purchases not constituting, or no longer constituting, Net Eligible Purchases. No adjustments to Member's Account will be made after 90 days from the actual purchase date. Points will remain available in your Points balance until they are redeemed for a Reward as described in Section 4, are forfeited, or expire.
Points will expire two (2) years from the date that they are earned. If there is no Account activity or points from any source posted to a Member's Account for two consecutive years (24 months), the Account is subject to closure and termination, including forfeiture of all accrued points. Except as otherwise provided by applicable law, you will forfeit all unused Points if your participation in the Program is terminated or your Account is closed for any reason. You will also forfeit Points as described below and in Sections 9 and 11. You will not receive any compensation or new Points for your Points that expire or are forfeited.
Points may not be sold, purchased, brokered, bartered, transferred or altered in any way by you. Any attempted transaction of such sort will automatically be void. Anyone engaging in such transactions will be liable for damages to us, including, but not limited to consequential damages, third party damages, transaction costs, attorney's fees and court costs. Any violation of these provisions will result in termination of your eligibility to participate in the Program and forfeiture of unused Points.
Abuse of the Program, including failure to follow Program policies and procedures, the sale or barter of Rewards, products, points or promotional offers, using multiple DSW Accounts in an effort to abuse the Program and any misrepresentation of fact relating thereto or other improper conduct as determined by DSW in its sole judgment, may result in cancellation of the Member's Account and future disqualification from Program participation, forfeiture of all points accrued, cancellation of previously issued but unused Rewards and termination of the business relationship with DSW. In connection with the enforcement of any of the terms and conditions governing the Program, DSW reserves the right to take appropriate legal action as it deems necessary to recover damages, attorneys' fees and court costs.
3. Rewards. For every 100 Points Members earn in the VIP Program, Members will be eligible to receive a Reward redeemable for $5.00 off the purchase of any eligible products or services at participating DSW retail store locations or online at DSW.com. Rewards are automatically added to Member's account and 100 Points are automatically deducted for every $5.00 Reward issued. Multiple Rewards earned at the same time are automatically combined in Member's account.
Rewards expire 75 days from the date they are issued . Once issued, Rewards cannot be withdrawn or changed by us, even if we withdraw or modify the Program, except as expressly provided in these Terms. Members in Good Standing may earn up to a maximum of 50 Rewards per year.

Limit three (3) Rewards per purchase. Rewards may be used in conjunction with other Rewards and most other discounts or offers toward the purchase of products, not to exceed purchase amount. Each Reward may be used for only one purchase. Any unused Reward value will be forfeited. In the event that a Member returns merchandise that was partially or wholly paid for with a Reward(s), the Reward(s) used in connection with such a purchase shall not be reissued and no Points representing such Reward(s) shall be reissued to such Member's Account. In these cases the Member forfeits the Rewards(s). Rewards are issued for reward purposes only. Rewards have no cash value and Rewards are not valid on prior purchases, certain products and services, purchase of DSW Gift Cards and eGift Cards or for tax or state fees. Rewards are not redeemable for cash and no change/currency will be given for Reward redemption. Members may be notified of additional ineligible products and services. Other restrictions may apply. Lost, stolen, or expired Rewards will not be replaced. Rewards may not be used as payment of any outstanding obligations to the Bank or its affiliates. Any additional exclusions or limitations for use of Rewards will be provided to you on the Reward.
To the extent allowed by applicable law, we may cancel any earned or outstanding Rewards if we become insolvent, unable to pay our debts when due, file an action under the U.S. Bankruptcy Code or have such an action filed against us.
Reward Merchant Classification Codes: Merchants who accept Visa are assigned a merchant classification code ("MCC"), which is determined by the merchant or its processor in accordance with Visa procedures based on the products and/or services they primarily sell. Comenity Bank and DSW [do/does] not control the assignment of MCCs and are not responsible for incorrectly coded purchases. Even though a merchant or some of the items it sells may appear to fit within a certain rewards category, the merchant may not have a MCC in that category. Purchases made with third-party payment accounts, including but not limited to PayPal and Venmo, will not earn additional Points.
4. Communications, Program Activity and Customer Service. We may contact you about the Program by mail, phone, e-mail or other methods permitted under applicable law. As needed, you agree to promptly update your contact information at www.dsw.com/en/us/vip or by calling 1-866-379-7463. DSW is not responsible for communications, including Rewards, lost or undelivered due to communication issues including change of address or other contact information.
You can view your Program activity by logging in to your DSW Member profile at www.dsw.com/en/us/vip. For customer service, call us at 1-866-379-7463.
5. Points Disputes. If Points you believe were earned have not timely posted to your Points balance, you may dispute your Points balance ("Points Dispute") by calling 1-866-379-7463, writing to 810 DSW Drive, Columbus, Ohio 43219, Attention: shoephoria! Center, or by emailing customerservice@dsw.com. We will use reasonable efforts to investigate your Points Dispute if you notify us within thirty (30) days of the posting date. If you do not notify us within that period, you waive your right to make a Points Dispute with respect to that purchase. We may require you to provide written confirmation of the dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt. Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute. Please note that the dispute rights with respect to your Account under the Account Agreement do not apply to these Terms or to your rights and remedies under these Terms, which are solely as set forth in these Terms. Your sole and exclusive remedy, and our maximum liability to you, in the event you prevail in a Points Dispute, is for us to credit the disputed Points to your Points balance.
6. Limited Liability. Unless otherwise required by law or our agreements with you, neither DSW nor the Bank, nor any of our or its affiliates, officers, directors, employees, service providers, or agents will be liable to you, or anyone making a claim on your behalf, in connection with (a) any termination of, change in, or suspension of the Program; (b) any claim relating to products purchased using any Rewards obtained through the Program; (c) any loss, damage, expense or inconvenience caused by any occurrence outside of our control; or (d) any taxes that you incur as a result of receiving or redeeming Points. Notwithstanding the foregoing, any liability that we or they may have to you in connection with the Program shall be limited to the amount of any Points you have earned in accordance with these Terms.
7. No Warranties. The Bank does not: (a) endorse Rewards or products or services purchased at DSW using Rewards; (b) make any express or implied warranty regarding Rewards or products or services purchased at DSW (c) guarantee the performance of Rewards or products or services purchased on DSW; or (d) offer, operate or control Rewards offered through this Program.
8. Changes. Subject to any requirements or limitations of applicable law, we may at any time for any reason add to, change, limit, or terminate the Program or these Terms. To the extent allowed by applicable law, (a) changes may apply retroactively, and may affect outstanding transactions and Points, and may result in you involuntarily forfeiting Points you have earned, and (b) changes will not affect issued or redeemed Rewards except to the extent allowed by applicable law.
9. Taxes. You are solely liable for any applicable taxes arising out of the accrual or use of Points or Rewards. Consult your tax advisor concerning such tax consequences.
10. Cancelling Program Participation. A Member may cancel his or her Membership at any time by notifying shoephoria! Center by mail at 810 DSW Drive, Columbus, Ohio 43219, Attention: shoephoria! Center, email at customerservice@dsw.com, or telephone at 1-866-379-7463. DSW, in its sole discretion, reserves the right to cancel an individual Membership. If you cancel your participation in the Program, you will no longer earn Points and you will forfeit your unused and unexpired Points. Your cancellation will not affect any previously issued unexpired Rewards.
All DSW Visa and DSW Visa Signature cardholders expressly authorize Comenity Bank and DSW to share information about your accounts so that you can enjoy the benefits of the VIP Rewards Program and to inform you of additional information, offers, and opportunities.
The DSW Visa and DSW Visa Signature card are issued by Comenity Bank. The DSW Visa and DSW Visa Signature Credit Cards are issued pursuant to a license by Visa. See cardholder terms for financial services terms.

11. Governing Law; Assignment. The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of Ohio without any reference to its choice of law provisions. You may not assign your rights or obligations under these Terms to any other person or entity. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS arising from or relating to these Terms ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
"Claim," as used in these Terms means any claim, dispute or controversy that in any way arises from or relates to these Terms.

12. Agreement to Arbitrate. Any party may elect to arbitrate any claim arising from or relating to these Terms (including disputes about the validity, scope or enforceability of this agreement to arbitration), in which case such claim shall be settled by binding arbitration on an individual basis and not as part of any class or representative action. Arbitration may be elected by any party with respect to any such Claim, even if that party has already initiated a lawsuit with respect to a different Claim. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state's equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration.
The arbitration will be conducted by the American Arbitration Association ("AAA"), JAMS, or any other company selected by mutual agreement of the parties (the "Administrator"), in accordance with the rules of the Administrator. Payment of all filing, administration and arbitrator fees will be governed by the Administrator's rules. If, however, you are able to demonstrate that the costs of arbitration will be cost-prohibitive for you as compared to the costs of litigation, we will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. The arbitrator will not have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator's decision must be with written explanation and remain confidential. For purposes of this Section 13, these Terms are governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).
Opt-Out Procedures: You may choose to opt-out of this Agreement to Arbitrate by sending a written notice within 30 days after the date you accept these Terms for the first time. You may send your opt-out notice by mail or hand delivery to 810 DSW Drive, Columbus, Ohio 43219, Attention: Legal Department. Your opt-out notice must include your full name and clearly indicate your intent to opt-out of the arbitration provisions.

Prior to initiating any arbitration, the initiating party will give the other party at least 60 days' advanced written notice of its intent to file for arbitration. We will provide such notice by mail or e-mail using the contact information on file with us and you must provide such notice by mail to us at 810 DSW Drive, Columbus, Ohio 43219, Attention: Legal Department.
13. Entire Agreement; Severability; Conflicts; No Waiver. These Terms contain the entire agreement between you and us regarding the Program, and supersede any previous terms and conditions governing the Program we may have provided to you. The Program is not available where and to the extent prohibited by law. If a court of competent jurisdiction or any government agency determines that any provision of these Program Terms is void or unenforceable, that provision will continue to be enforceable to the extent permitted by that court or agency, and the remainder of that provision will no longer be considered as part of these Program Terms. However, all other provisions will remain in full force and effect. We can delay enforcing our rights under these Program Terms without losing them. In addition, our failure to exercise our rights on any one occasion, or even on more than one occasion, does not constitute a waiver of our rights for any future occasion. All waivers must be in writing.