ACE DISPUTE RESOLUTION TERMS

Last Updated July 26, 2024

These Dispute Resolution Terms form part of the legal agreement between you and Ace Hardware Corporation , its subsidiaries, and affiliates (collectively, "Ace", "we", or "our"), under Ace's Terms of Use, Ace Rewards® Program Terms and Conditions, Ace Card Terms and Conditions, and any other policies or terms by which Ace offers you access to and use of our sites, services, products, applications, or tools (collectively "Ace Offerings").

These Dispute Resolution Terms are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act, and you and Ace each agree that this section satisfies the "writing" requirement of the Federal Arbitration Act.

1. Dispute Resolution; Arbitration; Prohibition of Class Actions.

PLEASE READ THESE DISPUTE RESOLUTION TERMS CAREFULLY. THEY CONTAIN PROVISIONS THAT LIMIT YOUR LEGAL RIGHTS, INCLUDING AN ARBITRATION PROVISION, WAIVERS OF CLASS ACTIONS AND JURY TRIALS, AND LIMITATIONS ON ACE'S LIABILITY. YOUR USE OF THE ACE OFFERINGS CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THESE DISPUTE RESOLUTION TERMS. IF YOU DO NOT ACCEPT THESE DISPUTE RESOLUTION TERMS AND ALL POLICIES, TERMS, AND CONDITIONS STATED OR INCORPORATED BY REFERENCE IN THESE DISPUTE RESOLUTION TERMS, YOU ARE PROHIBITED FROM, AND MUST IMMEDIATELY CEASE, ACCESSING OR USING THE ACE OFFERINGS.

YOU AND ACE AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE BETWEEN US IN CONNECTION WITH THE ACE OFFERINGS WILL BE RESOLVED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS SECTION. You and Ace agree that any and all disputes or claims that have arisen or may arise between you and Ace in connection with the Ace Offerings shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

PRE-ARBITRATION DISPUTE RESOLUTION: You agree that whenever you have a disagreement with Ace arising out of, connected to, or in any way related to the Ace Offerings, you will first send a written notice to Ace (a "Demand"). You agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the following address (the "Notice Address"):

Ace Hardware Corp.
Attn: Legal Department
2915 Jorie Blvd.
Oak Brook, IL 60523.

The Demand must seek to resolve only your individual Dispute, must be personally signed by you (and not your counsel), and must include any documentation sufficient to support your claim. Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference which both parties will personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, 20 business days after the individualized conference. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if these requirements have not been met.

ARBITRATION PROCEDURE: If the disagreement stated in the Demand is not resolved to your satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with the American Arbitration Association ("AAA"). The arbitration will be conducted under its rules and procedures, including the AAA's Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules and a form for initiating arbitration proceedings are available on the AAA's website at: www.adr.org . The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Ace may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Illinois, including recognized principles of equity, and will honor all claims of privilege recognized by law.

CLASS ACTION WAIVER: You and Ace agree that each of us may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Ace agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect any other person or party. You and Ace further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and Ace in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS. The arbitrator's award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules.

Mass Arbitration:

If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against Ace, and such circumstances meet the definition and criteria of Mass Filings ("Mass Filing") set forth in National Arbitration & Mediation's ("NAM") Mass Filing Supplemental Dispute Resolution Rules and Procedures ("NAM's Mass Filing Rules," available at www.namadr.com/resources/rules-fees-forms/ ), you and Ace agree that the AAA shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. You agree that throughout this process, the parties' counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with Ace. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

1. Stage One: Counsel for the claimants and counsel for Ace shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Ace will pay the mediator's fee.

2. Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Ace shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Ace will pay the mediator's fee.

3. Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Ace shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

4. If your Claim is not resolved as part of the staged process identified above, either:

i. Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. We may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines.

OR

ii. Option Two: If neither you nor we elect to have your Claim heard in court consistent with Option One, then you agree that your Claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction consistent with these Terms.

You and we agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

2. Choice of Law.These Dispute Resolution Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of laws. For any disputes not subject to binding arbitration that arise out of or in connection with these Dispute Resolution Terms and/or the Ace Offerings, You and Ace hereby irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Illinois.