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NOTICE: Please note the Campus Kicks™ application deadline has been extended to 8/31/11. Chosen ambassadors will be notified via email by 9/9/11. The respective Campus Kicks scholarship program will now begin 10/1/11 (see official rules).

FAMOUS FOOTWEAR CAMPUS KICKS AMBASSADOR

PROGRAM TERMS AND CONDITIONS

The following terms and conditions (“Terms and Conditions”) contain important information regarding the Famous Footwear Campus Kicks Ambassador Program (the “Program”) sponsored by Brown Group Retail, Inc. d/b/a Famous Footwear (“Sponsor”). Please read the following Terms and Conditions carefully. These Terms and Conditions are a binding agreement between you and Sponsor and will govern your participation in the Program. These Terms and Conditions are subject to change by Sponsor at any time, effective when posted on this website. Your continued use after such notice will constitute acceptance by you of such changes.

Being eligible for the Program entitles ambassadors (“Ambassadors”) to take advantage of certain Program benefits that may change from time to time and, which may be made available for limited times, all as determined by Sponsor in its sole discretion. From time to time, Ambassadors may receive special notifications and updates from Sponsor via email. [You can find out about available Program credits and benefits by contacting campuskicks@brownshoe.com.] Participation in the Program and/or redemption of Program benefits is considered acceptance of these Terms and Conditions. Sponsor may, in its sole and absolute discretion, cancel, change, suspend or modify any aspect of the Program and/or any benefit at any time, including the availability of any credits, without notice.

PROGRAM PERIOD: Program begins on the date Ambassador receives his/her notification of his/her acceptance into the Program (the “Commencement Date”) and will continue until terminated by Sponsor or Ambassador as provided herein these Terms and Conditions (“Program Period”). The Program Period expires for each Ambassador on the date that is 1one 2 months after the Commencement Date, and the Program Period may be extended for any Ambassador at Sponsor’s discretion.

ELIGIBILITY: To be eligible for the Program, each Ambassador must: (i) be 18 years of age or older, (ii) be a United States citizen and reside in one of the 50 states or the District of Columbia, (iii) be selected by Sponsor for the Program upon completion of all required online applications, (iv) be enrolled in a college or university and remain in compliance with such institution’s policies and regulations, (v) be a Famous Footwear Rewards member and (vi) have a valid e-mail address and Facebook account (if you do not already have a Facebook account, you can set one up for free at www.Facebook.com). All decisions with respect to Program membership are in Sponsor’s sole and absolute discretion and are final and binding in all respects. Employees, officers and directors of Sponsor and its parent, subsidiary and affiliated companies are not eligible to participate in the Program. You cannot participate in the Program in a way that would violate your school’s policies or regulations.

ACCUMULATING CREDITS: Upon enrollment into the Program, Ambassadors can begin accumulating Program credits, which are $5 Famous Footwear Gift Cards (each, a “Credit”) by referring customers who purchase shoes at Famous Footwear without returning those shoes in accordance with Sponsor’s return policy (an “Eligible Referral”). Ambassador shall provide each such potential customer with a referral coupon for use at Famous Footwear (“Referral Coupon”). For each Eligible Referral during the Program Period, Sponsor will award Ambassador one Credit, subject to a maximum of $250 in Credits per year (12 consecutive months from the Commencement Date or any Program renewal date).

An “Eligible Referral” is defined as a purchase (that is not returned in accordance with Sponsor’s return policy) by the recipient of the Referral Coupon. Only purchases at Famous Footwear, Famous Footwear Outlets, or online at famous.com are eligible for Credits. If the Eligible Referral returns the item purchased with the Referral Coupon in accordance with Sponsor’s return policy, the referral will be voided from the Program and Ambassador shall not be eligible for any Credits in connection with such referral.

Ambassadors will not accumulate Famous Footwear Gift Card Credits for any Eligible Referral that are booked after the expiration of the Referral Coupon expiration date and/or the Program Period. Ambassador’s Famous Footwear Rewards account will be suspended during Ambassador’s participation in the Program. Ambassador is responsible for all of his or her costs and expenses incurred in connection with the Program.

Gift card terms and conditions apply on all Credits. Credits may not be used in conjunction with any employee or guest discount card. Decisions with respect to any Credits are in Sponsor’s sole and absolute discretion and all decisions by Sponsor are final and binding in all respects. Sponsor reserves the right to suspend, terminate, cash out, revalue or modify, without liability, or notice to Ambassadors, all or part of the Credits value structure and offers and any merchandise or service (if applicable). Sponsor reserves the right to adjudicate all Credits discrepancies in its sole discretion and the Ambassadors agree to abide with any such adjudication.

CREDITS: Credits will be “cashed out” and added the Ambassador’s personal gift card (which Sponsor will issue prior to the start of the first coupon valid date) three times per year. The Program and/or Credits are void where prohibited by law. Sponsor is not responsible for any failures or circumstances affecting, disrupting or corrupting the Program or Credits in any manner including without limitation, Ambassadors’ ability to participate in the Program or use of any Credits. Credits may be taxable and all federal, state, and local tax laws apply (see Taxes below for more details). Ambassadors are solely responsible for reporting such items on their tax returns and paying any associated tax liability. Ambassadors may not assign or transfer any Credits. Ambassadors may not transfer or assign to any other person or permit anyone to make use of their membership in the Program or earned or accumulated Credits without Sponsor’s written permission. Merchandise purchased with Credits cannot be resold. Void if Credit is copied, transferred, sold, auctioned, exchanged or expired. Credit is not redeemable in any manner other than as provided herein. Theft, alteration, diversion, reproduction, transfer, auction, sale or purchase of any Credit is prohibited and constitutes fraud. Fraudulent submissions may result in prosecution.

MEMBER’S CODE OF CONDUCT/FTC ENDORSEMENT GUIDES: Ambassador agrees to comply with all federal, state, local laws, rules, regulations and court orders that are applicable to Ambassador’s participation in this Program. Sponsor believes in full transparency and in full, fair and effective disclosures of material facts relating to Ambassador’s relationship with Sponsor. Sponsor requires that all Ambassadors abide by the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”). Per the FTC’s Endorsement Guides, Ambassador should disclose Ambassador’s connection to Sponsor when promoting the Program. For example, Ambassador should disclose to any potential referral that they are enrolled in Sponsor’s Rewards Program when promoting the Program. The Program is not associated with or endorsed by Facebook.

SOCIAL MEDIA POLICY AND PRIVACY POLICY: When posting on social media sites, Ambassadors must always ensure the proper spelling and capitalization of “Famous Footwear”. The Program is in no way sponsored, endorsed or administered by, or associated with, Facebook or any other social media site. Ambassadors acknowledge and agree that they are providing information to Sponsor and not to Facebook. Information collected from Ambassadors on the online application form will be used in accordance with Sponsor’s privacy policy. For more information on what information Sponsor collects and how Sponsor uses such information, please read Sponsor’s privacy policy located at http://www.famous.com/content.aspx?contentid=PRIVACY.

TERMINATION: Sponsor may, in its sole and absolute discretion, terminate any Ambassador’s participation in the Program, or any part thereof, for any reason or no reason at any time and such decision shall be final and binding. Sponsor shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms and Conditions. Six or more months of inactivity (i.e., no referrals) will result in termination from the Program at Sponsor’s discretion. Upon graduation, Ambassadors will also complete their ambassadorship. Ambassadors may terminate their Campus Kicks Ambassadorship at any time by sending an email to campuskicks@brownshoe.com. Upon termination, Ambassador will have the opportunity to redeem all Credits accumulated to date. Even after Ambassador’s membership is terminated, these Terms and Conditions will remain in full force and effect.

INDEPENDENT CONTRACTOR STATUS: Nothing in this Agreement implies any employment or joint venture relationship between Sponsor and Ambassador. As an independent contractor, Ambassador shall not receive nor be entitled to a salary or any other benefits or privileges Sponsor provides to its employees. Ambassador confirms and agrees that it is not Sponsor’s agent and that Ambassador has no right to bind Sponsor, its parent company, subsidiaries or affiliates in any way.

PROPRIETARY INFORMATION: Sponsor is the owner of or otherwise licensed to use and all promotional materials and literature, including all copy, software, coupons, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein (collectively, “Proprietary Information”). Sponsor hereby grants Ambassador the non-exclusive, non-transferable right to use all Proprietary Information provided by Sponsor solely in connection with the promotion and marketing of its goods and services by Ambassador solely for purposes of the Program during the Program Period. Sponsor reserves the right to approve the manner in which such Proprietary Information is used and Ambassador will promptly comply with all of Sponsor’s directions regarding its Proprietary Information. Ambassador will not use any Proprietary Information as part of his/her corporate or trade name. Ambassador will not tamper with or reproduce any of Sponsor’s coupons. All rights not granted under these Terms and Conditions are reserved by Sponsor.

TAXES: All taxes applicable to any Credits provided by Sponsor under this Agreement will be Ambassador’s responsibility and Sponsor shall not withhold or pay any amounts for federal, state or municipal income tax, social security, unemployment or worker’s compensation. If Sponsor is required to file with the Internal Revenue Service a Form 1099-MISC, U.S. Information Return for Recipients of Miscellaneous Income, reflecting the Credits paid by Sponsor to Ambassador, then Ambassador will be required to complete and submit a Form W-9 to Sponsor.

CONFIDENTIALITY: Ambassador acknowledges that he/she may acquire confidential information concerning Sponsor and/or the Program pursuant to the provisions of this Agreement, and hereby agrees that he/she shall not use any such information for any purpose, except as otherwise expressly permitted hereunder. Ambassador further agrees not to disclose or provide any such information to any third party and to take all necessary measures to prevent any such disclosure.

DISCLAIMER WARRANTIES: THE PROGRAM, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE PROGRAM, IS PROVIDED "AS IS" AND SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE PROGRAM. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPONSOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPONSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE COMPLETELY SECURE, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPONSOR SHALL NOT BE LIABLE FOR THE USE OF THE PROGRAM, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN PROVIDED BY THIRD PARTIES. IN NO EVENT WILL SPONSOR BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR OTHER CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION: Ambassador agrees to indemnify, defend and hold Sponsor, its parent company, subsidiaries, affiliates, suppliers, advertising and promotions agencies and their respective directors, officers, employees, and agents (collectively, “Released Parties”) harmless from and against any and all claims, demands, liabilities, costs or expenses, including attorneys’ fees and costs, arising from, or related to any breach by Ambassador of any of these Terms and Conditions, any action or inaction related to the Program or the Sponsor or any violation by Ambassador of applicable law.

LIMITATION OF LIABILITY: By participating in the Program, Ambassadors and their referrals release the Released Parties from any and all liability for any loss, harm, damages, cost or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Program and/or the use of any Credits. Sponsor makes no warranty in any respect as to any merchandise or service available within the Program or in connection with any Credits.

THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, THE SITE, OR THE PROPRIETARY INFORMATION, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED TEN DOLLARS ($10). SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, AND AS SUCH THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO MEMBER. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE RELEASED PARTIES’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

GOVERNING LAW: The laws of the United States and the State of New York shall govern these Program Terms and Conditions. You hereby expressly consent to exclusive jurisdiction and venue in the courts located in St. Louis, Missouri for all matters arising in connection with these Terms and Conditions or your participation in the Program.

The Terms and Conditions set forth above shall constitute the entire understanding between Sponsor and each Ambassador enrolled and participating in the Program.

CAMPUS KICKS SCHOLARSHIP

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT IMPROVE YOUR CHANCES OF WINNING.

Promotion may only be entered in or from the 50 United States and the District of Columbia and entries originating from any other jurisdiction are not eligible for entry. This Promotion is governed exclusively by the laws of the United States. You are not authorized to participate in the Promotion if you are not located within the 50 United States or the District of Columbia.

1. How to Enter. To participate in the Campus Kicks Scholarship (the “Promotion”), beginning at 12:01AM EST on 10/1/2011, Brown Shoe Ambassadors (each, a “Ambassador”) enrolled in the Famous Footwear Campus Kicks Ambassador Program (the “Program”) can begin accumulating Program credits, which are $5 Famous Footwear Gift Cards (each, a “Credit”) by referring customers who purchase shoes at Famous Footwear without returning those shoes in accordance with Sponsor’s return policy (an “Eligible Referral”). Ambassador shall provide each such potential customer with a referral coupon for use at Famous Footwear (“Referral Coupon”). For each Eligible Referral during the Program Period, Sponsor will award Ambassador one (1) Credit, subject to a maximum of $250 in Credits per year. An “Eligible Referral” is defined as a purchase (that is not returned by the recipient of the Referral Coupon in accordance with Sponsor’s return policy. Only purchases at Famous Footwear, Famous Footwear Outlets, or online at famous.com are eligible for Credits. If the Eligible Referral returns the item purchased with the Referral Coupon in accordance with Sponsor’s return policy the referral will be voided from the Program and Ambassador shall not be eligible for any Credits in connection with such referral. The first Ambassador to reach the $250 maximum in Credits per year will be deemed the winner. Once there is one (1) Ambassador who has successfully reached the $250 maximum in Credits per year, the Promotion will be over, and no other prizes will be awarded. The Promotion is subject to the Program Terms and Conditions located at: www.famous.com.

Limit one (1) entry per Ambassador, per e-mail address. No automated entry devices and/or programs permitted. All entries become the sole and exclusive property of the Sponsor and receipt of entries will not be acknowledged or returned. Delivery of prizes requires a street address (no P.O. Boxes). Brown Group Retail, Inc. d/b/a Famous Footwear (“Sponsor”) is not responsible for lost, late, illegible, stolen, incomplete, invalid, unintelligible, misdirected, postage-due, technically corrupted or garbled entries or mail, which will be disqualified, or for problems of any kind whether mechanical, human or electronic. Only fully completed entry forms are eligible. Proof of submission will not be deemed to be proof of receipt by Sponsor.

2. Start/End Dates. Promotion begins at 12:01AM EST on 10/1/11 and ends once one (1) Ambassador has successfully reached the $250 maximum in Credits per year, or at 11:59PM EST on 8/31/12, whichever occurs first.

3. Eligibility. Participation open only to legal residents of the fifty United States or the District of Columbia, who are 18 or older as of date of entry and who have been selected by Sponsor for the Program as an Ambassador, are enrolled in a college or university and remain in compliance with such institution’s policies and regulations, and are a Famous Footwear Rewards member. Void outside of the 50 United States and the District of Columbia, and where prohibited, taxed or restricted by law. Employees, officers and directors of Sponsor and its parent, subsidiary and affiliated companies are not eligible to enter. Promotion may only be entered in or from the 50 United States and the District of Columbia, and entries originating from any other jurisdiction are not eligible for entry. All federal, state and local laws and regulations apply.

4. First To Reach \$250 in Credits: Beginning at 12:01AM EST on 10/1/11, the first one (1) Ambassador who reaches the $250 maximum in Credits per year will be deemed the winner and will receive a $2,500 scholarship to be used toward tuition or books at Ambassador’s college or university. ARV of prize: $2,500. Prize will be paid by check. Winner will be notified by email within ten (10) days of determination. If no Ambassador reaches the $250 maximum by 11:59PM EST on 8/31/12, the winner will be deemed the Ambassador who reaches the greatest number of Eligible Referrals with a minimum of $100 in Credits. If prize is returned as undeliverable or if potential winner fails to respond to first notification attempt within ten (10) days, the prize will be forfeited. Upon prize forfeiture, no compensation will be given. Once one (1) Ambassador has successfully reached the $250 maximum in Credits per year, the Promotion will be over, and no other prizes will be awarded. Odds of winning depend on the number of Ambassadors and timing of redemptions. By entering the Promotion, Ambassadors fully and unconditionally agree to be bound by these rules, which will be final and binding in all matters relating to the Promotion. ALL FEDERAL, STATE, LOCAL OR OTHER TAX LIABILITIES (AND THE REPORTING CONSEQUENCES THEREOF) ARE THE SOLE RESPONSIBILITY OF THE WINNER.

5. Conditions. All taxes are the sole responsibility of the winner. By participating, Ambassadors and winner agree to release and hold harmless Sponsor, its advertising and promotion agencies and its parent companies, subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers and directors, from any and all liability, for loss, harm, damage, injury, cost or expense whatsoever including without limitation, property damage, personal injury and/or death which may occur in connection with, preparation for, travel to, or participation in Promotion, or possession, acceptance and/or use or misuse of prize or participation in any Promotion-related activity and claims based on publicity rights, defamation or invasion of privacy and merchandise delivery. Ambassadors who do not comply with these Official Rules, or attempt to interfere with this promotion in any way shall be disqualified. Prizes are non-transferable. No substitutions or cash redemptions. In the case of unavailability of any prize, Sponsor reserves the right to substitute a prize of equal or greater value. There is no purchase or sales presentation required to participate. A purchase does not increase odds of winning.

6. Additional Terms for Online Promotion. Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend this Promotion should (in its sole discretion) virus, bugs, non-authorized human intervention or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Promotion. In such case, Sponsor will select the winner from all eligible entries received prior to and/or after (if appropriate) the action taken by Sponsor. Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds, in its sole discretion, to be tampering with the entry process or the operation of the Promotion or Web site. For details regarding collection of information from users of the Web site (including entrants), please consult the privacy policy on the web site. Additionally, Sponsor reserves the right to prosecute any fraudulent activities to the full extent of the law. In case of dispute as to the identity of any entrant, entry will be declared made by the authorized account holder of the email address submitted at time of entry. “Authorized Account Holder” is defined as the natural person who is assigned an email address by an Internet access provider, online service provider, or other organization (e.g., business, educational, institution, etc.) responsible for assigning email addresses or the domain associated with the submitted email address. Any other attempted form of entry is prohibited; no automatic, programmed; robotic or similar means of entry are permitted. Sponsor, and its parent companies, subsidiaries, affiliates, partners and promotion and advertising agencies are not responsible for technical, hardware, software, telephone or other communications malfunctions, errors or failures of any kind, lost or unavailable network connections, Web site, Internet, or ISP availability, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of entry information (regardless of cause) or failed, incomplete, garbled, jumbled or delayed computer transmissions which may limit one's ability to enter the Promotion, including any injury or damage to participant’s or any other person’s computer relating to or resulting from participating in this Promotion or downloading any materials in this Promotion.

CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

7. Use of Data. Sponsor will be collecting personal data about entrants online, in accordance with its privacy policy. Please review the Sponsor’s privacy policy at http://www.famous.com/content.aspx?contentid=PRIVACY. By participating in the Promotion, entrants hereby agree to Sponsor’s collection and usage of their personal information and acknowledge that they have read and accepted Sponsor’s privacy policy.

8. List of Winner’s Name. To obtain the name of the winner, send a self-addressed, stamped envelope by 11/31/12 to: Campus Kicks 8300 Maryland Avenue Saint Louis MO 63105.

9. Sponsor. Brown Group Retail, Inc. d/b/a Famous Footwear, 8300 Maryland Avenue Saint Louis MO 63105.