CHICO'S PASSPORT PROGRAM TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND INCLUDE A CLASS ACTION WAIVER. IN THE EVENT OF A DISPUTE, YOU ARE WAIVING YOUR RIGHT TO SUE IN COURT. THIS AGREEMENT INCLUDES A DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY THAT MAY APPLY TO YOU IN THE EVENT OF A DISPUTE.

By signing up for the Chico’s Passport Program (the "Program"), participating in the Program, either as an Introductory or Full Member, or continuing to use any of the Program benefits you are indicating your acceptance of the following terms and conditions and all future Program rules (this "Agreement") as a CHICO'S Passport Program member ("Member", "you" or "your"). Chico's reserves the right to modify the Program or eliminate benefits at any time without prior notice. The sponsor of the Program is CHICO'S DISTRIBUTION SERVICES, LLC. ("Chico's", or "our", "we", "us").

Please read our Privacy Policy carefully to understand how we collect, use and disclose information about customers.

Each Member is permitted one Passport program membership only. Card and membership number are not transferable. Violation of the program rules or coupon terms may result in revocation of membership. Chico's reserves the right to modify or eliminate benefits without prior notice.

HOW TO JOIN

CHICO'S Passport is open to U.S. and International residents, excluding Canadian residents. Unfortunately, Canadian residents are not eligible for the Passport Program. If you are a Canadian resident, you may create an online account, but you will not be enrolled in Passport. You must be 13 years of age or older to participate in the Program. There is no fee to join or maintain membership in the program. Chico's reserves the right in its sole discretion to accept, deny, suspend or discontinue any Membership for the Program. You may sign up for the program online at www.chicos.com or www.chicosofftherack.com, at any participating U.S. Chico's store (including Chico's, Chico's Off The Rack and Chico's Outlets), or by phone at 855.300.7580 (each, a "Participating Location").

To receive the full program benefits, you must provide your first and last name, valid U.S. mailing address, phone number, email address and birth month. Members are responsible for maintaining accurate and updated personal information with Chico's which can be done online or at any Participating Location. Chico's is not responsible for Benefits that are not received as a result of loss or if you don't maintain accurate personal information with us, and such Benefits will not be reissued.

Once your Membership is activated, you are enrolled at the Introductory Status level and your Qualifying Spend purchases will start to accrue towards the Full Passport Membership Status. You can cancel your Membership at any time as more fully set forth below.

Each Member is permitted one Passport Program membership only. Membership is not transferable and may only be used by an individual Member for the Member's personal benefit. Member Benefits cannot be combined with Benefits accrued by another Member. Chico's may request proper identification with regard to Program transactions. Member Benefits will not be applied retroactively to any purchases. Other exclusions may apply.

Employees of Chico's, its parents, subsidiaries and affiliated companies (collectively, "Affiliates"), and their immediate families, and others who are eligible for employee-based discounts, or members of any corporate or wholesale account of Chico's (or its Affiliates) are not eligible for Membership in the Program and Program Benefits may not be applied towards transactions by such individuals or entities.

PROGRAM BENEFITS

There are two levels of membership status in the Chico's Passport Rewards program: Introductory status and Full Passport status. Upon joining the Chico's Passport Rewards program, you will be in Introductory status. Once your Qualifying Spend meets or exceeds $500 you will be automatically upgraded to Full Passport status.

In order to receive all of the benefits of Full Passport Program status, you must register your account using your existing Chico's Passport Member number at chicos.com or chicosofftherack.com and remain opted-in to receive e-mail and direct mail communications from Chico's and our Affiliates. Present your Passport membership number (or sign-in to your account prior to checkout) every time you shop in Participating Locations in order to receive credit for your purchases and to receive the benefits associated with your status.

Introductory status benefits include:

Full Passport status benefits include:

Achieving Full Passport Status

No purchase is necessary to become a Member. After you enroll, your status will adjust based on your total Qualifying Spend made at Participating Locations.

"Qualifying Spend" is based on purchases made at Participating Locations, excluding purchases of gift cards, charitable items, and certain merchandise items that are excluded in particular promotions and shall be calculated based on the final sale price of merchandise after any applicable discounts and coupons are applied (including Rewards or Program offers redeemed) and before sales tax and shipping and handling (if applicable) is added, less your returns.

Program credit for Qualifying Spend or returns affecting Qualifying Spend may be delayed up to 7 business days before posting to your account. We will provide you with an update once you receive Full Passport Program status, so long as you have a valid email address and/or U.S. mailing address on file. You are eligible for Full Passport Program status benefits immediately after reaching the Qualifying Spend threshold and do not need to wait to receive your notification, provided your Membership profiles is completed at such time. Your new benefits will be applied on your next purchase. To receive your benefits in stores, please see a store associate. In order to receive full Passport status benefits at Chicosofftherack.com you must sign in and register using your existing Passport program member number.

Participating Locations do not include: international locations, certain Chico's, Chico's Off the Rack, Outlet or Clearance Closet locations in the US as may be determined by us from time to time, any third-party locations carrying our products (including, but not limited to, airports or cruise ships), or through third-party online websites. Other restrictions may apply.

After your net Qualifying Spend reaches $500, you'll become a full Passport status member and will become eligible to receive an extra 5% off every merchandise purchase and free Parcel Post shipping within the continental U.S. (excluding chicosofftherack.com orders).

When you achieve Full Passport Status, we will mail a Passport program membership card to you. Passport program membership cards may take up to 30 days to arrive in the mail. If after this period of time, you still have not received your Passport program membership card in the mail, please contact customer service by phone at 855.300.7580 or by sending an email to customerservice@chicosofftherack.com.

5% Discount

As a Full Passport Status member, you will receive 5% off every merchandise purchase at Participating Locations. The 5% discount is not available on prior purchases, gift cards or charitable items, and shall be calculated based on the final sale price of merchandise after any applicable discounts and coupons are applied (including Rewards or Program offers redeemed) and before sales tax and shipping and handling (if applicable) is added; other exclusions may apply.

Free Shipping

Full Passport status members automatically receive Standard shipping free for all purchases made on chicos.com for delivery within the continental U.S. Full Passport status members may upgrade to Express delivery for $7.95 ($9.95 for non-Passport status customers) and Two Day delivery for $14.95 ($16.95 for non-Passport status customers). Two Day and Next Day deliveries are not available for P.O. Boxes, AP/FPO, military addresses, and other certain areas we cannot reach. We reserve the right to modify or eliminate Passport Rewards program benefits without notice. The free shipping benefit is not available to Passport Members while shopping on chicosofftherack.com.

ChicosOffTheRack.com does not current ship internationally, and international Members of the Chico’s Passport Program will not accrue any benefits while shopping at chicosofftherack.com.

Birthday Bonus Benefit

To be eligible to receive the birthday bonus benefit, Passport Rewards members must have shopped with us during the past 12 months and be a member at the time the birthday bonus is issued. The birthday bonus is not valid on purchases of gift cards, previously purchased merchandise, taxes, shipping or certain excluded merchandise.

MEMBER PRIVACY

Members who enroll in the Chico's Passport Program agree to receive Program specific marketing, as well as other promotional emails and marketing from Chico's or our Affiliated brands (White House|Black Market, Chico's, Chico's Off the Rack and Soma). We will also communicate with you regarding your Program status and transactions.

In order to receive the full Program benefits, you must remain opted-in to our general marketing and Program marketing communications and our Program-specific marketing communications via e-mail and direct mail at all times. If you elect to opt-out of e-mail or direct mail marketing communications, your Membership will remain active, but your benefits will be limited to the 5% discount and free parcel post shipping (excluding chicosofftherack.com) for Full Passport Members.

To stop receiving promotional emails from Chico's, you may use the unsubscribe option in any such email. To opt out of all marketing communications, please call customer service. By unsubscribing, you are only opting out of marketing communications; we may still communicate with you regarding your Program status or transactions or your other transactions with us.

Among other things, the information we collect will be used to help us provide a more personalized shopping experience and personalized discounts applicable to purchases at Participating Locations. Any personal information provided to the Chico's Passport Program will be governed by the privacy policy posted at chicos.com.

In the event that we introduce a text-messaging program for our brands at any time, by including your mobile number in your profile at any time, you are agreeing to subscribe to Chico's Mobile Alerts to receive up to 5 text messages per month. Standard text messaging rates apply. Not available on all handsets/carriers. To unsubscribe at any time, reply with STOP to any text received from us.

ADDITIONAL TERMS

NO TRANSFER.

Chico's Passport benefits may not be transferred, purchased, sold, assigned, auctioned or traded, including, without limitation, by death or as part of a domestic relations matter. Doing so will void the Member account. Benefits have no cash value and are not redeemable for cash. Member agrees that the Program and any Benefits related thereto do not create any property rights whatsoever in favor of Member.

RESALE POLICY.

Products offered by Chico's, Chico's Outlets and Chico's Off the Rack, as well as those offered online at www.chicos.com and www.chicosofftherack.com or via telephone orders are not offered for resale; by signing up for the Chico's Passport Program, you expressly acknowledge and agree that you are entering an agreement with Chico's that you will not offer for sale, sell, transship or otherwise engage in any commercial activity (or permit any third parties acting on your behalf to do so) in relation to any products purchased from us using your Passport account (or otherwise); if you are suspected of breaching this provision, in addition to immediately suspending your Membership and shopping privileges with Chico's, you agree that Chico's may pursue all legal and equitable remedies available against you or anyone acting on your behalf for such breach of contract, including but not limited to, monetary damages, injunctions and/or other remedies. Additionally, we may place limits on purchases and reject purchases or orders suspected of consisting of commercial quantities of our products or that otherwise violate the spirit of this section. We may, among other things, restrict orders placed by or under the same customer account, the same credit card, Passport program account, and/or orders that use the same billing and/or shipping address, including orders or related accounts on our Affiliates' websites.

We also reserve the right to cancel any portion of an order that cannot be fulfilled for any reason. Online orders are not deemed to be accepted by Chico's until your products are shipped from our warehouse; however an acceptance of an order by Chico's does not constitute a waiver of our rights under our resale policy. We reserve the right to limit, cancel or prohibit orders that, in our judgment, appear to be placed in violation of this policy and the right to cease doing business with customers who violate this policy. This policy applies to all purchases of Chico's products, including, but not limited to, all purchases made at our Participating Locations, or any other stores, sample sales, warehouse sales, and through our websites or third party websites. We may modify this policy at any time without prior notice.

GOVERNING LAW AND ARBITRATION - BINDING ARBITRATION, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER.

Any dispute, claim, or controversy arising from or relating to this Agreement or Member's Membership will be resolved by binding arbitration, rather than in court (i.e., you are waiving your right to sue in court), except that you may assert claims in small claims court if your claims qualify. Disputes subject to arbitration include without limitation disputes arising out of or relating to interpretation or application of this dispute resolution provision. The Federal Arbitration Act and federal arbitration law apply to this dispute resolution agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

The arbitration will be conducted by JAMS, Inc. under its rules by a single arbitrator experienced in commercial disputes. The JAMS's rules are available at www.jamsadr.org or by calling 1-800-352-5267. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitrator shall issue a written award setting forth the arbitrator's complete determination of the dispute and the factual findings and legal conclusions relevant to it. The arbitrator's award may be entered in any court of competent jurisdiction.

Payment of all filing, administration, and arbitrator fees will be governed by the JAMS's rules. However, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith [a] we will reimburse those fees for claims totaling less than $10,000, and [b] in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Chico's will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation, regardless of the outcome of the arbitration. Likewise, Chico's will not seek attorneys' fees and costs in arbitration unless permitted by law and the arbitrator determines the claim(s) asserted against Chico's are frivolous or brought in bad faith.

You and Chico's each agree that any dispute resolution proceeding SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class, consolidated, and representative action waiver in the prior sentence is deemed invalid or unenforceable, neither you nor Chico's are entitled to arbitration.

This Agreement is governed by the laws of the State of Florida without regard to conflict of law principles. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent subject matter jurisdiction – whether federal or state – within Lee County, Florida.

Notwithstanding any other provision in this Agreement to the contrary, to the extent Chico's makes a material change to this dispute resolution provision, such change will not apply to any dispute that you provided Chico's notice of prior to the change in the dispute resolution provision.

To provide us notice of an arbitration demand, send the demand to our registered agent: Chico's Distribution Services, LLC d/b/a Chico's c/o Corporate Creations International Inc., 11380 Prosperity Farms Road #221E, Palm Beach Gardens, Florida 33410.

NO WARRANTY.

CHICO'S AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES RELATED THERETO AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES.

RELEASE OF LIABILITY.

MEMBER HEREBY RELEASES, TO THE FULLEST EXTENT PERMITTED BY LAW, CHICO’S AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY (KNOWN OR UNKNOWN) ARISING FROM OR RELATING TO THE PROGRAM, MEMBER'S MEMBERSHIP IN THE PROGRAM OR THIS AGREEMENT.

INTELLECTUAL PROPERTY.

CHICO'S, the CHICO'S logos, the Chico's Passport Program and other logos and taglines, text, graphics, logos, images, titles, phrases and product names and the copyrights, trademarks, service marks, trade dress and/or other intellectual property in such materials (collectively, "Company Intellectual Property") are the intellectual property of Chico's (or its Affiliates), licensed to others under controlled conditions. You are not authorized to use any Company Intellectual Property for your own purposes without the express prior written consent of our General Counsel.

MEMBERSHIP TERMINATION; CANCELLING YOUR MEMBERSHIP.

Chico's reserves the right to terminate your Membership at any time in its sole discretion for any reason. Without limiting the foregoing, any violation or suspected violation of this Agreement, any Benefits or offer terms or any suspected abuse of the Program, as determined in Chico's sole discretion, may result in termination of your Membership. Examples include, but are not limited to: your failure to follow the Program policies and procedures, transferring your Benefits offers to another, using multiple Chico's Passport Memberships, or purchasing our Products for resale. If your Membership is cancelled for any of these reasons, you will be ineligible to enroll or participate in the Program in the future and will forfeit all Benefits and offers. Chico’s reserves the right to take legal action to recover any damages, attorneys' fees, or court costs from you for your breach of this Agreement.

To cancel your Membership at any time, please call our Customer Service department at 855.300.7580. Please note, all Benefits and offers shall be forfeited at such time. It may take from 4 to 6 weeks before you stop receiving Program communications; however you will are not eligible to redeem any offers you receive after your Membership is cancelled; in the event you receive any Program Benefits after you cancel your Membership, such Benefits are subject to this Agreement. Terms and conditions of this Agreement that by their nature survive the termination of your Membership, shall survive in perpetuity.

INTERPRETATION OF TERMS; CHANGES TO TERMS; PROGRAM TERMINATION; MISCELLANEOUS. This Agreement shall be interpreted and applied to give Chico's maximum control of the administration of the Program. All decisions by Chico’s are final and binding.

Chico's reserves the right to change or modify the Program, its Benefits or this Agreement from time to time in its sole discretion and without any further obligation to our Members. Updates shall be effective on the date they are posted on chicos.com or chicosofftherack.com, and you agree that such posting constitutes valid and effective notification method and no further notice methods are required; continued use of your Membership after such date constitutes acceptance of all such changes. We may also, as a courtesy only, send updates via e-mail or notify you that there are updates the next time you make a purchase at a Participating Location; doing so does not create any obligation on our part to do so again in the future. If you disagree with any changes, your sole remedy is to cancel your Membership in the Chico's Passport Program.

Chico's may terminate this Program or limit participation, each in whole, or in part, in our sole discretion, at any time without notice. If the Program is terminated or so modified, all accrued Benefits or offers in any affected account(s) will be available for use through their individual expiration dates, in accordance with the terms of this Agreement and their individual terms.

Membership rules are void where and to the extent prohibited by law. Taxes may apply where required by law.

Chico's and Chico's Off the Rack operate under a subsidiary of Chico's FAS, Inc.

Last Updated: November 1, 2017.

© 2017 Chico's Distribution Services, LLC.