UHS Preferred+ Loyalty Program: Terms and Conditions of Participation

PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN THE UHS PREFERRED+ LOYALTY PROGRAM CAREFULLY. BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

SECTION 8 BELOW CONTIANS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THEY AFFECT YOUR RIGHTS. PLEASE READ THEM.

1. Membership Eligibility and Overview

1.1. The UHS Preferred+ Loyalty Program ("Program") is offered at the sole discretion of United Hardware Supply, LLC ("UHS", "we," "our" or "us"). The Program is available to customers of UHS for their individual use only and is limited to one account per customer. You are only eligible for the Program if you have made qualifying purchases uhs-hardware.com of at least $10,000 in the year prior to enrolling in the Program. You must maintain $10,000 or more in purchases in each annual period after enrollment in order to remain enrolled and eligible for the Program's benefits.

1.2. By joining the Program and becoming a Preferred+ member, you (individually and collectively, "you," "your," or "Member"), agree that you have read, understood and agree to be bound by these Program Terms and Conditions of Participation (including any terms incorporated herein by reference, collectively these "Program Terms") and by any changes or modifications we may make. You should review these Program Terms and the related policies and FAQs to understand the terms and conditions that apply to the Program as they may change from time to time. These Program Terms do not alter in any way the terms or conditions of any other agreement you may have with us, including any agreement for products or services. By enrolling in the Program, you also agree to be bound by our Privacy Policy and our website Terms of Service, which are incorporated herein by reference. If you do not agree to these Program Terms, our Privacy Policy, and our website Terms of Service, you cannot participate in the Program. The Program is void where prohibited by law.

2. Program Enrollment

2.1 Eligible customers may only enroll in the Program by visiting our Preferred Plus Membership Page (collectively, the "Site") and following the Program prompts to register for the Program.

2.2. You are required to provide your/company's name, preferred contact, contact phone number, contact email address, mailing address and to create a password in order to enroll. You are solely responsible for maintaining the accuracy of your account information and for updating it as required on the Site.

2.3. Only one Program account may be associated with a single customer. In the event of a dispute over ownership of the Program membership account, the member will be deemed to be the legal entity or natural person who is the customer of record according to UHS's records.

3. How the Program Works and Program Benefits

3.1. The Program is a way in which we reward and thank our loyal customers for purchasing our products and services and/or taking other Program related actions. For your purchase to qualify for the Program, you must be enrolled in the Program at the time of purchase. You are able to earn points and reach Program loyalty tiers by making eligible purchases or taking certain other Program actions. Once you reach a certain loyalty tier and/or earn a certain number of points, you may be eligible for certain benefits and rewards applicable to that tier and/or number of points, which benefits may change from time to time and may be offered on a limited basis. Eligible purchases and other opportunities to reach Program loyalty tiers or earn points will be posted on the Site or may be published through other media (e.g., via email, in marketing communications, social media, etc.). Visit our FAQs to learn more about earning points and reaching the Program loyalty tiers.

3.2. Preferred+ is a tier-based program determined by the number of points a member has earned within a single year on eligible purchases and through qualifying activities, beginning on the date of enrollment. There are 3 tiers with associated benefits:

• Tier 1: Preferred Pro     Spend USD $10,000 –$19,999 per year
• Tier 2: Preferred Max     Spend USD $20,000 – $39,999 per year
• Tier 3: Preferred Ultra     Spend USD $40,000+ per year

When you join, you'll automatically be placed in the tier corresponding to the eligible purchases you made and qualifying activities in the prior year and be eligible for all the benefits members of that tier receive. Once you spend at least $20,000 in your first year, you'll be automatically moved up to Tier 2. If you spend USD $40,000 or more in your first year, you'll qualify for Tier 3.

Your status in a particular tier is good for the year in which you qualify for that tier and the following full year. After that, you'll need to spend enough on eligible purchases to qualify for that tier each year. For example, if you qualify for Tier 2, during your first year, you'll maintain Tier 2 status during your second year. But, if you spend less than USD $20,000 on eligible purchases and qualifying activities during your second year, you'll drop down to Tier 1 status on your second anniversary date if you have spent between $10,000 to $19,999 in the prior year, or you will lose eligibility to be enrolled in the Program and no longer be a member on your second anniversary date if you purchased less than $10,000 in the prior year.

3.3. Preferred+ members receive 1 point for every $1 spent on eligible purchases on uhs-hardware.com or through a UHS sales representative. Eligible purchases include all products and services offered by UHS but exclude gift cards, sales tax, state fees, shipping and delivery charges and/or other excluded charges specified by us from time-to-time. Purchases made outside of the United States are also not eligible for Preferred+ rewards.

4. Program Benefits and Rewards

4.1. As a member, you earn points that determine your points benefits plus tier levels and tier benefits. To be eligible for offers and rewards, you must have accumulated the minimum number of points as established by us for a particular benefit. Points may never be exchanged for cash. You will find your eligible offers and rewards (with offer codes if applicable) listed in your Program account. Qualifying members will receive email invitations when event rewards are available if they have not opted-out of receiving Program emails.

4.2. Benefits are based on tier achieved and you are eligible for these benefits while you are in that tier. Tier benefits can only be used on uhs-hardware.com or through a UHS sales representative. On your enrollment anniversary date, your initial tier status for the year is determined by the total number of points you earned in the prior year. Offers and rewards are available while supplies last and substitutions made by us in our sole discretion may occur. If your online order is not completed for any reason, any offers or rewards will be removed from your shopping basket and may no longer be available. You are not required to use your accumulated rewards and/or benefits.

4.3. Neither accounts nor Program rewards, benefits and/or points may be shared or combined. Only the member paying for the products may accumulate rewards, benefits and/or points.

4.4. Rewards, benefits and/or points earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Points credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Program Terms. The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

4.5. Rewards cannot be exchanged or returned for points, another product or a monetary refund.

4.6. We reserve the right, without notice, to cancel or reduce the quantity of any order to be filled and/or any products or services to be provided to you that we believe, in our sole discretion, may result in the violation of these Program Terms.

4.7. We are not responsible for rewards, benefits and/or points lost or redeemed due to fraudulent activity.

4.8. We reserve the right to change Program benefits, how you reach each Program tier, how you earn points and how we evaluate and reward your eligible purchases and/or other Program activity. We reserve the right to place limits on the number of purchases or activities that are eligible for the Program and/or for any given tier or point level, the number or types of rewards or benefits you may receive or earn in any given tier or at any given point level, in a given time period or for the duration of the Program, and/or any combination thereof.

4.9. If you have concerns that a purchase or other activity was not properly applied to your account, you should contact UHS Customer Service via email at support@uhs-hardware.com or by calling 1-800-878-6604. Your email must specify your/company's name and email address associated with the Program, the date of the Program activity, and the issue(s) you encountered. This email must be sent no more than forty-five (45) days after the date the purchase or other Program activity took place. We are not responsible for late notifications about purchases or other Program activities not being credited to an account.

5. Program Communications

5.1. By enrolling in the Program, you will be automatically subscribed to receive and consent to receiving UHS marketing emails and UHS related emails.

5.2. You may opt-out of receiving UHS marketing emails at any time by following the instructions provided in the email or as otherwise provided in the UHS Privacy Policy, but operational emails will still be sent to you as they relate to your membership in the Program. Examples of these include, but are not limited to, a new points acquisition email, a profile update email, or other communications that relate to your account. If you terminate your Program membership, you will no longer receive Program-related communications.

6. Termination and Modification

6.1. The Program and its benefits are offered at our sole discretion. We may, in our discretion, cancel, modify, restrict or terminate these Program Terms, our FAQs, and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to use accumulated rewards or benefits.

6.2. We reserve the right to exclude you from or to discontinue your participation in the Program and to audit your membership account at any time, in our sole discretion. Any suspected abuse of the Program, failure to follow any Program Terms, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Program Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent other unauthorized use of any Program rewards, points, cards, credits, vouchers, coupons and/or certificates, may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Program Terms, we also have the right to take appropriate legal action, in our sole discretion.

6.3. If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account on the Site.

7. Disclaimer of Warranties; Limitation of Liability

7.1. NEITHER UHS NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE PROGRAM TERMS OR THE PROGRAM OR ANY OF THE REWARDS OR BENEFITS ASSOCIATED WITH THE PROGRAM INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

7.2. YOU AGREE THAT NEITHER UHS NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (c) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF THE PROGRAM; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES OR OMISSIONS IN PROGRAM CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

7.3. FURTHER NEITHER UHS NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED ONE HUNDRED DOLLARS ($100.00).

7.4. YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, TERMINATION OF YOUR MEMBERSHIP IN THE PROGRAM IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

8. Indemnification

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Program Terms.

9. Governing Law and Disputes

9.1. This Program and these Program Terms will be governed by and construed under the substantive laws of the State of Illinois, as if they were a contract wholly entered into and wholly performed within Illinois and without reference to conflict-of-laws considerations.

9.2. ANY DISPUTE RELATING IN ANY WAY TO THIS PROGRAM, THESE PROGRAM TERMS, YOUR PROGRAM MEMBERSHIP, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN CHICAGO, ILLINOIS AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Program Terms shall be conducted under the Commercial Arbitration Rules and Mediation Procedures then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

9.3. You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10. Privacy

The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with the UHS Privacy Policy. CA Residents: The Program may be considered a "financial incentive" under California law. Please review our Privacy Policy, which includes our Financial Incentive Notice. CO Residents: The Program may be subject to the Colorado Privacy Act. Please review our Privacy Policy, which includes our Bona Fide Loyalty Program Notice.

11. Contact Us

For information about the Program and your membership, contact UHS Customer Service at 1-800-878-6604 within the U.S. or via email at support@uhs-hardware.com. You will be required to confirm your/company's name and email address in order to validate your account. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. You may also find answers to helpful frequently answered questions in our FAQs.