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 * Website Terms of Use
 * Gift Card Terms and Conditions
 * Merchandise Credit Terms and Conditions
 * Privacy Policy
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 * VIP Rewards Program Terms and Conditions
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DSW VIP REWARDS PROGRAM TERMS AND CONDITIONS

By enrolling in the DSW VIP Rewards Program, you agree to these Terms and
Conditions and any amendments or modifications thereto, and you agree to DSW’s
Website Terms of Use. which are incorporated into these Terms and Conditions.
For purposes of this agreement, “DSW,” “us,” or “we” shall mean Designer Brands
Inc. and any of its predecessors, successors, assigns, parents, subsidiaries,
affiliates, and each their respective officers, directors, shareholders,
employees, and agents. These Terms and Conditions do not alter the terms or
conditions of any other agreement you may have with DSW for other products or
services.

Note: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION THAT
AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION REQUIRES THAT ALL DISPUTES BE
RESOLVED IN INDIVIDUAL ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS. IN
ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE
REVIEW THAN IN COURT.

DSW reserves the right to change the terms and conditions of the VIP Program at
any time without notice, including the right to discontinue or change the
benefits of the VIP Program. If we make any material changes to these terms and
conditions or terminate the VIP Program, we will post the new terms at DSW VIP
Terms & Conditions. and we may notify you by email. All Points and subsequent
Rewards must be earned and used according to the terms and conditions of the VIP
Program as of the date the Points are earned.

For more details on what information DSW collects from its website visitors and
children, please visit DSW’s Privacy Policy , which is incorporated by
reference.

Earning Points and Benefits as a VIP Rewards Member (“Member”)

The DSW VIP Rewards Program (“VIP Program”) is a free customer loyalty program
that allows participants to earn points (“Points”) for every dollar spent on
Eligible Product Purchases (as defined below). Points accrue when a Member’s
unique VIP Program Member Number is provided at the time of purchase for both
in-store and online Eligible Product Purchases. Under the VIP Program, “Eligible
Product Purchases” means purchases of DSW products such as footwear, handbags
and accessories, subject to any exclusions applicable at the time of sale or as
stated herein. Gift card purchases are excluded. Members also have the ability
to periodically earn bonus Points. Bonus Points help a Member earn Rewards
faster, but do not contribute to a Member’s overall tier status. DSW has the
sole right to make the final decision on whether a purchase qualifies for Points
(or an action qualifies for bonus Points) under the VIP Program.

The VIP 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 Eligible
   Product Purchases. Club Members enjoy the benefits of personalization in the
   DSW Mobile Application and are eligible for free 4-7-day shipping. If a
   Member has made a prior DSW purchase of $1.00 or greater using their VIP
   Member Account, the Member will receive a $5.00 birthday offer each birthday
   which can be used online or in-store. Club Members also receive exclusive
   personal benefits through the MyPerks program. The foregoing benefits are
   collectively referred to as the “Club Member Benefits.”
 * The second tier (“Gold”) is achieved when the Member spends over $200.00 on
   Eligible Product Purchases in the same calendar year. As a Gold Member, the
   Member earns one (1) Point for every $1.00 spent on Eligible Product
   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
   and exclusive personal benefits through the MyPerks program. The foregoing
   benefits are collectively referred to as the “Gold Member Benefits.”
 * The third tier (“Elite”) is achieved when the Member spends over $500.00 on
   Eligible Product Purchases in the same calendar year. As an Elite Member, the
   Member earns two (2) Points for every $1.00 spent on Eligible Product
   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 by an Elite Member on
   or after April 30, 2018 will be eligible for return by the Member within 365
   days of purchase. Elite Members will also be eligible for free 2-day
   shipping. If an Elite Member has made a prior DSW purchase of $1.00 or
   greater using their VIP Member Account, Elite Members will receive a $10.00
   birthday offer each birthday which can be used online or in-store. Elite
   Members will also receive exclusive personal benefits through the MyPerks
   program. The foregoing benefits are collectively referred to as the “Elite
   Member Benefits.”

Points will typically post to Member’s Account within 48 hours from in-store
purchase or date of shipment for online orders. No adjustments to Member’s
Account will be made after 90 days from the actual purchase date.

Point calculations are based upon dollars spent at checkout on Eligible Product
Purchases less any dollars spent on sales tax, 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, and
the dollar amount of any Gift Card offer with purchase or other excluded
charges.

Members do not earn Points for the amount of any Reward redeemed or discounts
applied to an Eligible Product Purchase. When Members return products to the
store or by mail, Points previously posted to Member’s Account for that purchase
will be deducted from Member’s Account. Other exclusions may apply. Points apply
only to the first VIP Program Member Number scanned in connection with any
purchase. Points and Rewards have no cash value, are nontransferable, except as
specifically permitted in connection with certain promotions. Points may not be
combined among VIP Members or conveyed by any means to anyone, including through
a Member’s estate and may not pass to Members’ successors and assigns. Points do
not constitute property of the Member. DSW may revoke some or all Points and
Rewards if it is determined, in DSW’s sole discretion, that a Member received
Points and Rewards due to an error, through fraud, abuse, or deception, or in
any manner not authorized or intended by DSW.

DSW is not responsible for communications, including Rewards, lost due to
communication issues including change of address or other contact information or
technical issues or malfunctions. Points that remain on Member’s account two (2)
years from the date earned will be forfeited. If the VIP Program is terminated
or the Member’s account is closed, any remaining earned Points will be
forfeited. Rewards are for one-time use only. 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).

Membership Eligibility

The VIP Program is available to individuals who are at least 18 years of age.
The VIP Program is intended for personal, non-commercial use only and is limited
to one account per individual. DSW may refuse to create a VIP Program Member
account for any reason. DSW reserves the right to exclude any individual from or
discontinue any individual’s participation in the VIP Program. DSW will
investigate suspected violations of the VIP Program, which may result in
immediate suspension or cancellation of the VIP account. DSW reserves the right
to cancel or suspend participation in the VIP Program in the event of VIP
Program fraud, deception, abuse, or excessive earning of Points or Rewards,
violation of these Terms or DSW’s Terms of Use or any applicable law, or at
DSW’s sole discretion. DSW also reserves the right to exercise any and all
rights, remedies and legal actions, whether under these Terms and Conditions,
DSW’s Website Terms of Use, the law, or at equity, related to suspected
violations of the VIP Program. Any Points and Rewards in the VIP account will
become void at the time of cancellation or suspension.

Consent to VIP Program Transactional Communications

By creating a VIP Program Member account, you consent to DSW sending you email
communications concerning your transactions and related activity and/or actions
that have earned rewards and benefits under the VIP Program.

Redeeming Points Earned Under the VIP Program

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 once earned and 100
Points are automatically deducted for every $5.00 Reward issued to Member’s
account. Multiple Rewards earned at the same time are automatically combined in
Member’s account.

Rewards are valid for 75 days from date of issue. Members in good standing may
earn up to a maximum of 50 Rewards per year. Rewards may be used toward the
purchase of products in conjunction with other Rewards and most other discounts
or offers, not to exceed purchase amount. Some exclusions may apply and there is
a limit of three (3) Rewards, discounts, and/or offers per transaction. No
photocopies or facsimiles accepted.

Rewards are not valid toward prior purchases, certain products and services, the
purchase of DSW Gift Cards and eGift Cards, tax or state fees. Rewards are not
redeemable for cash and no change or 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.

Except as provided for in the VIP Program, Rewards are not transferable and may
not be combined among VIP Members or conveyed by any means to anyone. Rewards
are not transferable through a Member’s estate and may not pass to Members’
successors and assigns. Rewards do not constitute property of the Member.

VIP Members will have the option to donate their unexpired Rewards accrued as of
September 20, 2018 to one or more charitable causes designated by DSW. To
donate, log on to your member profile at dsw.com and follow the prompts to
donate. Full value of Reward amount issued must be donated. DSW will donate to
the charity selected by VIP Member in an amount equal to 50% of the face value
of the Reward. Rewards are not redeemable for cash and are not tax deductible by
the VIP Member.

How your points changed from DSW Rewards to DSW VIP

Effective April 25, 2018, the DSW Rewards program was terminated and DSW VIP was
launched. DSW automatically converted points into the DSW VIP program that
members had accrued under the DSW Rewards program. Please contact customer
service at 1.866.DSW.SHOES (1.866.379.7463) with any questions regarding this
conversion.

Big Moments

Members may have the opportunity to participate in a sub-program celebrating big
moments in their lives such as an engagement or wedding, meeting a wellness
goal, obtaining a new job, promotion, or retirement, purchasing a new home,
moving to a new place, growing their family, or other milestones that may be
added to the sub-program from time to time (“Big Moments”). Every twelve months,
a member participating in Big Moments may receive one discount or special offer
for logging a big moment with the sub-program. Eligibility for a discount or
special offer resets on the one-year anniversary date of the last logged big
moment for which the member received a discount or special offer. Big Moments is
only available for Members residing in the United States. DSW may modify or
terminate Big Moments at any time, with or without notice.

BINDING ARBITRATION WITH CLASS ACTION WAIVER

 * Mandatory Informal Dispute Resolution Process.
 * There might be an occasion in which a Dispute (as defined below) arises
   between you and DSW. Should such a situation arise, DSW is committed to
   working with you to resolve the Dispute. Therefore, for any Dispute that
   arises between you and DSW, both parties agree that they will first make a
   good faith effort to resolve it informally before initiating any formal
   dispute resolution proceeding as set forth below.
 * This informal dispute resolution process is a condition precedent and
   prerequisite to commencing arbitration or a proceeding in small claims court.
 * This process requires that one party send a written description of the
   Dispute, including the nature of the claim and the nature and basis of the
   specific relief sought, to the other party. For any Dispute you initiate, you
   agree to send this written information about the Dispute along with your
   contact information sufficient for DSW to identify your transaction, account,
   or other relevant information with DSW to the attention of our Legal
   Department at customerservice@dsw.com or via certified mail to 4150 E. Fifth
   Avenue, Columbus, OH 43219, Attention: Legal Department. The time period
   referenced below begins to run upon receipt of this written description.
 * You and DSW then agree to negotiate in good faith about the Dispute,
   including through an informal and individualized telephonic dispute
   resolution conference between you and DSW. If either party to the Dispute is
   represented by counsel, that party’s counsel may participate, but the party
   also must personally appear at and participate in the conference. This
   process should lead to resolution of the Dispute, but if it is not resolved
   within sixty (60) days after receipt of the written description detailed
   above, you and DSW agree to the further dispute resolution provisions below.
 * The parties agree that any relevant limitations period and filing fee or
   other deadlines shall be tolled while the parties engage in this informal
   dispute resolution process.
 * Arbitration. Any Dispute between you and DSW that cannot be resolved
   informally as detailed above shall be resolved through individual arbitration
   or in small claims court.
 * The term “Dispute” shall be interpreted as broadly as permitted under the law
   and shall cover any claim or controversy, related to us or our relationship
   including but not limited to, any and all: (1) claims for relief and theories
   of liability, whether based in contract, tort, fraud, misrepresentation,
   negligence, statute, regulation, ordinance, or otherwise; (2) claims that
   arose before these or any prior Terms and Conditions; (3) claims that arise
   after the termination of these Terms and Conditions; and (4) claims that are
   the subject of purported class action litigation. Notwithstanding the
   forgoing: (a) either you or DSW may elect to have a Dispute heard (1) in
   small claims court on an individual basis if the amount in controversy is
   properly within the jurisdiction of an appropriate small claims court or (2)
   in a court of competent jurisdiction to seek to enjoin infringement or other
   misuse of intellectual property rights; and (b) DSW may elect to have a
   Dispute heard in a court of competent jurisdiction if the Dispute is related
   to suspected violations of the VIP Program.
 * The party initiating the arbitration proceeding may open a case with the
   American Arbitration Association (“AAA”) by visiting its website
   (www.adr.org) or calling its toll-free number (1-800-778-7879). You may
   deliver any required or desired notice to us by mail to Designer Brands Inc.
   Deputy General Counsel, 810 DSW Drive, Columbus, Ohio 43219.
 * This arbitration provision shall be governed by the Federal Arbitration Act.
   Arbitrations shall be administered by the AAA pursuant to its Consumer
   Arbitration Rules (the “AAA Rules”) as modified by the version of this
   Arbitration Provision that is in effect when you notify us about your
   Dispute. You can obtain the AAA Rules from the AAA by visiting its website
   (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a
   conflict between this arbitration provision and the AAA rules, this
   arbitration provision shall govern. If the AAA is unable to administer a
   proceeding under this arbitration provision as written, the parties shall
   agree on a substitute arbitration organization. If the parties cannot agree,
   the parties shall mutually petition a court of appropriate jurisdiction to
   appoint an arbitration organization that will administer a proceeding under
   this arbitration provision as written applying the AAA Consumer Arbitration
   Rules. A single arbitrator will resolve the Dispute. Unless you and we agree
   otherwise, any arbitration hearing will take place at a location convenient
   to you. The arbitrator will honor claims of privilege recognized by law and
   will take reasonable steps to protect confidential or proprietary
   information. The arbitrator shall issue a reasoned written decision that
   explains the arbitrator’s essential findings and conclusions. The
   arbitrator’s award may be entered in any court having jurisdiction over the
   parties only if necessary for purposes of enforcing the arbitrator’s award.
   An arbitrator’s award that has been fully satisfied shall not be entered in
   any court. You agree to appear in an initial conference with the arbitrator
   and at any hearing, along with your counsel if you are represented.
 * Payment of filing and other fees shall be governed by the AAA’s Consumer
   Arbitration Rules. For purposes of determining whether a claim or
   counterclaim was filed for purposes of harassment or is patently frivolous,
   the arbitrator may consider, without limitation, whether a party had
   previously offered full relief to the other party, including, but not limited
   to, a full refund of the sum paid for items purchased or whether the
   proceeding is part of multiple case filings.
 * THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR
   LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES
   INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF
   THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER DSW CUSTOMERS,
   OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE
   INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE
   RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT
   AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT
   CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER
   ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS
   ACTIONS AND COLLECTIVE RELIEF PARAGRAPH IS AN ESSENTIAL PART OF THIS
   ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS
   OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION
   PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION.
   NOTWITHSTANDING THE FOREGOING, IF A COURT DETERMINES THAT PUBLIC INJUNCTIVE
   RELIEF MAY NOT BE WAIVED AND ALL APPEALS FROM THAT DECISION HAVE BEEN
   EXHAUSTED, THEN THE PARTIES AGREE THAT THIS ARBITRATION PROVISION SHALL
   SURVIVE AND ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING
   ARBITRATION OF THE REMAINING CLAIMS.
 * If for any reason a claim may proceed in court rather than in arbitration,
   the parties waive any right to a jury trial, unless such waiver is
   unenforceable. This means that any claim would be decided by a judge, not a
   jury.
 * This arbitration provision shall survive any termination of these Terms and
   Conditions or the VIP Program. Any amendments to this arbitration provision
   shall be prospective only and shall not affect any pending claim or
   arbitration proceeding.

Applicable Law

The law applicable to the interpretation and construction of these Terms and
Conditions in any arbitration shall be the Federal Arbitration Act, applicable
federal laws and the laws of the State of Ohio, USA, without regard to
principles of conflict of laws. If any Dispute is found not to be arbitrable,
then ordinary choice of law rules will apply in any court proceeding in which
the matter is adjudicated.

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