LEGAL NOTICES

USE OF THIS SITE

All materials you see and hear on this Site — including, for example, all of the page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, and video or audio clips (individually or collectively, the “Content(s)”) — are intended solely for your personal, non-exclusive, and non-commercial use. You may access, view, download, print, or copy the Contents displayed on the Site for your personal, non-commercial use only; provided, however, that you (a) retain all copyright, trademark or other proprietary designations contained on all Contents; (b) do not modify or alter the Contents in any way; and (c) do not provide or make available the Contents to any third party. No right, title or interest in any accessed, viewed, downloaded, printed, or copied Content is transferred to you as a result of your use of this Site. Exdup KIN, Inc. owns and reserves all right, title, and interest in and to the intellectual property rights in any Content you may access on this Site. Except as noted above, you may not copy, download, reproduce, publish, transmit, distribute, display, modify, create derivative works from, or otherwise exploit in any way the Contents or this Site without first obtaining written permission from Exdup.

Exdup may terminate, change, suspend, or discontinue any aspect of this Site, including the availability of any features of the Site, at any time and without notice. Exdup also reserves the right to block or deny access to the Site to anyone at any time for any reason.

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Exdup or its service providers for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. Please contact your wireless carrier for more details or to manage your privacy settings. You agree to receive texts from Exdup for identity verification purposes. Message and data rates may apply. For additional information, please see our Privacy Policy to see how we treat your data and personal information.

By your use of this Site, you represent and warrant that you are at least eighteen (18) years of age. If you are not at least eighteen (18) years of age, then do not use this Site without the consent of your parent or legal guardian; provided, however, that if you are under thirteen (13) years of age, then you may not use this Site under any circumstances.

Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise and OnGuard Online. Please note that we do not endorse any of the products or services listed at such sites.

To the fullest extent permissible by applicable law, you agree to indemnify and hold Exdup harmless from and against any damages or losses of any nature whatsoever (including attorneys’ fees and court costs) arising from any claim, cause of action, suit, or demand of any third party due to, arising out of, or related to (a) your access to the Site, (b) your use of the Site, (c) any User Content submitted by you, or (d) your breach of these Terms of Use.

COMPLIANCE WITH ALL LAWS & SITE SECURITY

You agree to use this Site only for lawful purposes. You are expressly prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following: (a) accessing data not intended for you or logging onto a server or an account for which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host, or network, including, without limitation, via means of submitting a virus to the Site, overloading, flooding, spamming, mail-bombing, or crashing; or (d) sending or relaying unsolicited email, including promotions and/or advertising of products or services. You further agree not to misrepresent your identity while making purchases in our Store or using the Site or interfere or attempt to interfere with the proper working of this Site.

KOHL’S REWARDS PROGRAM

When you create an online account on a Exdup Site, we will automatically enroll you in the Exdup Rewards Program. The Exdup Rewards Program is our voluntary loyalty program that allows for you to receive certain perks from time to time. See Exdup Rewards Member Agreement and the Notice of Financial Incentive for additional details.

ONE-TIME PASSCODES

Exdup has implemented a one-time passcode (OTP) security feature, also known as a verification code, to help keep your Exdup account and credit cards more secure. You may be required to authenticate your identity when creating or logging into Exdup online account, resetting your account password, making a purchase online at Exdup.com, or when you are adding your Exdup Card or Exdup Rewards Visa to a digital wallet by receiving a OTP via email or text message. In general, Exdup may send you an OTP when we detect suspicious or fraudulent activity, which may vary depending on the particular set of circumstances. If you select to receive the OTP via text message, message and data rates may apply from your mobile carrier.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IF YOU DISAGREE WITH THESE TERMS OF USE, AS MAY BE AMENDED FROM TIME TO TIME, YOUR SOLE AND EXCLUSIVE REMEDY IS TO (A) DISCONTINUE USING THE SITE AND STOP SHOPPING IN OUR STORES, (B) NOT MAKE A PURCHASE, AND/OR (C) RETURN ANY ELIGIBLE PURCHASE WITHIN SIXTY (60) DAYS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND/OR YOUR PURCHASE IN OUR STORE OR ON THIS SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KOHL’S WILL NOT BE LIABLE TO ANY PARTY FOR ANY GENERAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES FOR SOLICITATIONS, ADVERTISING PURCHASES IN OUR STORE OR THIS SITE, OR FOR USE OF THIS SITE OR ANY OTHER HYPERLINKED WEBSITES INCLUDING, WITHOUT LIMITATION, DAMAGES, LOSSES, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, LOSS OF DATA, OR DAMAGES RESULTING FROM, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE OR RELIANCE ON THE INFORMATION PRESENT. THIS LIMITATION OF LIABILITY APPLIES WHETHER A CLAIM IS BASED IN CONTRACT, NEGLIGENCE, STATUTE, OR TORT, EVEN IF KOHL’S OR SITE SERVICE PROVIDERS ARE EXPRESSLY ADVISED ABOUT, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU SHALL DEFEND, INDEMNIFY, AND HOLD KOHL’S AND SITE SERVICE PROVIDERS HARMLESS AGAINST ANY SUCH DAMAGES OR LOSSES. FOR PURPOSES HEREOF, “SITE SERVICE PROVIDERS” SHALL MEAN THIRD-PARTY SERVICE PROVIDERS THAT PROVIDE SITE SERVICES TO KOHL’S THAT CONTRIBUTE TO THE FUNCTIONALITY OF THE SITE.

THE LIMITATIONS OF LIABILITY ABOVE ARE BINDING IN THE STATE OF NEW JERSEY. HOWEVER, IN SOME OTHER JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS ON LIABILITY MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IF ANY PART OF THIS LIMITATION OF LIABILITY IS DETERMINED TO BE UNENFORCEABLE OR INVALID FOR ANY REASON, YOU AGREE THAT THE AGGREGATE LIABILITY OF KOHL’S AND SITE SERVICE PROVIDERS UNDER SUCH CIRCUMSTANCES FOR DISPUTE(S) THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN THOUSAND DOLLARS ($10,000).

DISCLAIMER OF WARRANTY

KOHL’S PROVIDES ACCESS TO ITS STORES AND THIS SITE TO KOHL’S CUSTOMERS AND PROSPECTIVE CUSTOMERS “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT ON ALL USES/PURCHASES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KOHL’S DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE AND/OR GIFT CARD(S) UTILIZED TO PURCHASE MERCHANDISE OFFERED. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE MERCHANDISE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KOHL’S DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION IN STORE OR ON THIS SITE IS ACCURATE, COMPLETE, OR CURRENT OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION, WITHOUT ERROR, OR WITHOUT DEFECTS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KOHL’S FURTHER DISCLAIMS ANY LIABILITY, RESPONSIBILITY, OR DAMAGE AS TO THE ACCURACY OR COMPLETENESS OF EACH MERCHANDISE ITEM INCLUDING, WITHOUT LIMITATION, PRICING, QUANTITY, AND SIZES. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KOHL’S FURTHER DISCLAIMS ANY LIABILITY, RESPONSIBILITY, OR DAMAGE FOR ANY THEFT OR LOSS OF, UNAUTHORIZED ACCESS OR DAMAGE TO, OR INTERCEPTION OF ANY DATA OR COMMUNICATIONS SENT TO, FROM, OR STORED ON THIS SITE.

JURISDICTION; RISK OF LOSS; CHOICE OF LAW; FORUM

Exdup controls this Site and its Stores from its corporate offices within the State of Wisconsin. THE USE OF THIS SITE SHALL BE LIMITED TO THE BOUNDARIES OF THE CONTINENTAL UNITED STATES, HAWAII, ALASKA, AND APO/FPO MILITARY ADDRESSES. The risk of loss and title to items passes to the purchaser upon delivery.

Exdup does not imply that the materials published on this Site are appropriate for use outside of the United States. Notwithstanding the foregoing, if you access this Site from outside of the United States, you do so on your own initiative and you are responsible for compliance with all applicable domestic and local laws, regulations, or equivalents thereof.

THESE TERMS OF USE, AS WELL AS ANY SOLICITATIONS, ADVERTISING, PURCHASES, AND/OR RETURNS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS.

Unless you and Exdup agree otherwise, to the fullest extent permitted by law, the state and federal courts that encompass Waukesha County, Wisconsin, shall have exclusive jurisdiction over any disputes (except for claims brought in small claims court) that are not subject to arbitration or over any action that seeks to enforce or challenge the enforceability of the Arbitration Agreement (defined below) or any provision of the Arbitration Agreement or Terms of Use. You and Exdup consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to (a) inconvenient forum or (b) any other basis or any right to seek to transfer or change venue of any such action to another court.

ARBITRATION AGREEMENT; JURY TRIAL WAIVER; CLASS ACTION WAIVER; JURISDICTION AND VENUE.

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT. THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, “CLASS ACTION”) IN ARBITRATION OR LITIGATION.

THIS SECTION ALSO ADDRESSES THAT YOU AND KOHL’S ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Most customer concerns can be resolved by calling Customer Service at 1-855-564-5105. In the event Customer Service is unable to resolve a complaint to your satisfaction, this Section explains how any Dispute (as defined below) will be resolved.

For purposes of this Section, the terms “Exdup,” “our,” “we,” or “us” include Exdup, Inc., its parent Exdup Corporation, as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Exdup or its present or future affiliates or subsidiaries.

a) Arbitration Agreement. YOU AND KOHL’S AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION BASIS). ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.

You and Exdup agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.

For purposes of this Section, “Dispute” shall include, but is not limited to, any claims or controversies between you and Exdup that are related in any way to these Terms of Use, including, but not limited to, your use of the Site, sales, returns, refunds, cancellations, defects, policies, privacy, advertising, and/or any communications between you and Exdup, whether occurring on the Site, in-store, or otherwise, even if the Dispute arises after the termination of your relationship with Exdup. “Dispute” also includes, without limitation, claims that: (a) you bring against Exdup; (b) Exdup brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Exdup, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you entered into these Terms of Use or out of a prior agreement with Exdup (including, without limitation, claims relating to advertising); (e) are subject to ongoing litigation where you are not a party or a member of a certified class; and/or (f) arise after the termination of these Terms of Use. “Dispute,” however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property or claims for personal bodily injury, which shall not be subject to arbitration or the notice and informal process described below. “Dispute” also does not include any dispute arising under the terms and conditions controlling your Exdup Card or Exdup Rewards Visa, or related to your Exdup Card account or Exdup Rewards Visa account. The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute; and (d) whether the arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement—all of which are for a court of competent jurisdiction to decide. These Terms of Use and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.

1. Mandatory Pre-Arbitration Informal Dispute Resolution. You and Exdup agree to engage cooperatively to try to resolve any Dispute informally prior to you or Exdup initiating an arbitration proceeding. You or Exdup must first send a written notice to the other party providing a detailed description of the Dispute; your or our name and contact information (address, telephone number, email address, and account number if applicable); sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details); and a detailed description of: (a) the nature and basis of the Dispute and any claims and (b) the nature and basis of the relief sought (including a detailed calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by a Exdup representative (and our attorney if we are represented by legal counsel).

   Your notice to Exdup must be sent to Exdup, Legal Department, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051. Our notice to you must be sent to the most recent contact information that you have provided to us.

   For a period of 60 days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you agree to personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential early resolution of the matter. If requested by you in connection with a notice initiated by us, we agree to have a Exdup representative personally participate in an individualized, telephone settlement conference (and if we are represented by an attorney, our attorney may also participate). If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.

   Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.

   If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

2. Arbitration Rules and Procedures; Individualized Relief; Fees. To begin an arbitration proceeding, you must send an arbitration demand to National Arbitration and Mediation (“NAM”) with a copy to Exdup Registered Agent/Legal Department, located at: Exdup Legal Department, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051, or we must send an arbitration demand to NAM with a copy sent to you at the most current address we have on file. The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration demand and certification must be personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by a Exdup representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing the arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel.

   The arbitration will be administered by NAM under its applicable rules, including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable (“NAM Rules”), as modified by this Arbitration Agreement. The NAM Rules and fee information are available at www.namadr.com. If NAM is unavailable or unwilling to administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement. Payment of all arbitration fees will be governed by the NAM Rules as modified by this Arbitration Agreement. Exdup will consider a request to reimburse the consumer filing fee upon a demonstration of hardship. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with NAM regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

   You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing. You and Exdup reserve the right to request a hearing in any matter from the arbitrator. You and Exdup agree that you and a Exdup representative will personally appear at any hearing (along with your and our respective legal counsel, if the parties are represented by counsel). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed-upon location.

   The arbitration will be conducted by a single arbitrator who will apply these Terms of Use as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only. The arbitrator shall issue a reasoned written award. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator after entry of an award. The arbitration award shall have no preclusive effect in any other arbitration or proceeding that does not involve you and Exdup. An award that has been satisfied may not be entered in court.

   UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND KOHL’S AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.

3. Additional Procedures for Mass Filings. You and Exdup agree that these procedures (in addition to all others provided in Section) shall also apply if you choose to participate in a “Mass Filing” (defined below).

   If 25 or more similar Disputes (including yours) are asserted against Exdup by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), consistent with the definition and criteria of Mass Filing set forth in the NAM Rules, you understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed and ultimately proceed in court if not resolved through the process set forth below. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims.

   If your claim is part of a Mass Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that the Mass Filing is first submitted to NAM until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section.

   STAGE ONE: Assuming there are at least 100 Disputes submitted as part of the Mass Filing, your counsel and our counsel shall each select 50 Disputes (per side) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their 50 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage One). Each of the 100 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Exdup shall pay the mediator’s fee.

   STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Exdup shall each select 100 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 100 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 200 Disputes, all shall proceed individually in Stage Two). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Exdup shall again pay the mediator’s fee.
   
   Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may only proceed in a court of competent jurisdiction consistent with these Terms of Use. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.
   
   A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.

   The Additional Procedures for Mass Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms of Use.

4. Opt-out. You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to the following address: Exdup, Legal Department, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051, postmarked within 60 days of the first time you agreed to terms with Exdup that included an arbitration agreement. You must include: (a) your name and residential address; (b) the email address and/or telephone number associated with your account; and (c) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with these Terms of Use. By opting out of arbitration, all other provisions in these Terms of Use, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

5. Severability and Survival. Except as specifically provided in the Arbitration Agreement (e.g., the Additional Procedures for Mass Filings), if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of these Terms of Use.

6. Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to the following address: Exdup, Legal Department, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051, postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Exdup in accordance with this version of the Arbitration Agreement.

b) Waiver of Jury Trial; Waiver of Class Actions. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND KOHL’S WAIVE THE RIGHT TO A JURY TRIAL. YOU AND KOHL’S ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

PRICING & PRODUCT INFORMATION

While Exdup strives to provide accurate product and pricing information, unintentional pricing or typographical errors may occur. Exdup reserves the right to correct any errors, inaccuracies, or omissions and to change or update information (including, without limitation, information related to text, pricing, availability and product descriptions) at any time without notice (including after you submitted your order and confirmation was received). In the event that an item is listed at an incorrect price, with incorrect information, or discounted in error, Exdup shall have the right, in its sole discretion and to the fullest extent permissible by applicable law, to refuse or cancel any purchased orders placed for that item. If your credit card has been charged for any order subsequently cancelled, Exdup will issue a credit to your credit card as your sole and exclusive remedy if permissible under applicable law. We apologize for any inconvenience this may cause you.

Exdup works hard to provide low prices on this Site as well as in Stores. However, merchandise and promotional offers available online at Exdup.com may vary from those offered in Store. Prices and availability are subject to change without notice. “Sale” prices and percentage savings offered by Exdup are discounts from Exdup “Regular” or “Original” prices. The “Regular” or “Original” price of an item is the former or future offered price for the item or a comparable item by Exdup or another retailer. Actual sales may not have been made at the “Regular” or “Original” prices, and intermediate markdowns may have been taken. “Original” prices may not have been in effect during the past 90 days or in all trade areas. Merchandise on this Site could be offered at the same or lower “Sale” prices during future promotional events beginning on or after the last day of this advertised event. Clearance merchandise, Exdup Cares® Cause merchandise or other charitable items are excluded from “Entire Stock” promotions in this Site. In some events, actual savings may exceed the percent savings shown.

You agree that you are responsible for all charges incurred in connection with any purchase on our Site or our Stores, including, without limitation, all taxes, shipping, handling, and processing charges or other fees.

COLORS

Exdup attempts to display the colors of our merchandise shown on this Site as accurately as possible. However, because a monitor’s display may vary the colors shown, we cannot guarantee that your monitor will accurately depict the actual color of the merchandise.

PROHIBITION OF RESELLERS AND QUANTITY LIMITS

Exdup offers merchandise to consumers through this Site and its Stores. Exdup is a retailer, not a wholesaler. Exdup does not sell to resellers, and resellers are prohibited from purchasing product, enrolling in and/or participating in any program or offer sponsored in whole or in part by Exdup.

If any of Exdup terms and conditions for any of its programs, offerings, or product purchases are violated or abused, as determined in Exdup sole discretion, Exdup reserves the right, without prior notice, to: (a) reject an order or otherwise limit the quantity of items purchased per person, per household or per order; (b) terminate, close, and/or deactivate any Exdup Rewards Account or any other Exdup-affiliated program or accounts; (c) deactivate or invalidate any accumulated Exdup Cash, Exdup Rewards, and/or discount coupons or codes, including within an associated Exdup online account or Exdup digital wallet; and (d) prohibit further purchases, participation in, and access to any Exdup platforms, sites or programs.

USER REVIEWS, COMMENTS, & SUBMISSIONS

Exdup welcomes your feedback regarding this Site, as well as your reviews, comments, photos, videos, audio, and other content that you submit through or to the Site (“User Content”), as long as the User Content is appropriate for a family audience and otherwise complies with these Terms of Use, as well as other Exdup guidelines specific to the activity or forum, as applicable. By posting or submitting your User Content to our Site, you expressly agree NOT to submit User Content which: (i) is harmful, threatening, abusive, harassing, tortious, deceptive, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or otherwise objectionable; (ii) violates any law, regulation, or right of any third party, including, without limitation, copyright, trademark, patent, privacy, or publicity rights or any other proprietary rights; and/or (iii) contains malware, commercial solicitations, political campaigning, mass mailings, or “spam” of any kind.

You acknowledge and agree that Exdup has the right (but not the obligation) to do any or all of the following at any time: (a) monitor User Content; (b) remove or refuse to post any User Content; and/or (c) disclose User Content to any third party, and the circumstances surrounding submission.

You alone, and not Exdup, are responsible for ensuring you have the rights to grant the license described in these Terms of Use and for Exdup to post the User Content, including, but not limited to, any copyright rights to images or other content, and the right to publish the images of people, landscapes, and/or other creative works within the User Content. When you post or submit User Content, you grant to Exdup a non-exclusive, fully paid-up, perpetual, worldwide, irrevocable, royalty-free, transferable, and sub-licensable right and license to use, display, disclose, perform, reproduce, transmit, copy, modify, delete, adapt, publish, translate, creative derivative works from, sell, and distribute such User Content and to incorporate the User Content into any form, product, marketing, medium, or technology, now known or hereafter developed, throughout the world, all without compensation to you. Accordingly, do not send, post, or submit any User Content that you do not wish to license to Exdup, including any confidential information or any original creative materials, such as product ideas or original artwork. To the extent you submit your name, username, nickname, or other personal identifier along with your User Content, you grant to Exdup the right (but not the obligation) to use such identifier, or portion thereof, with such User Content. To the fullest extent permissible by applicable law, you agree to indemnify and hold Exdup harmless from all claims arising out of your breach of the Terms of Use or in connection with your User Content.

As a visitor to our Site, please be advised that Exdup does not endorse or take responsibility for the opinions, advice, information, or statements made by third-party visitors to our Site, whether through User Content or otherwise. To the fullest extent permissible by applicable law, Exdup shall not be liable, directly or indirectly, to anyone for any damage or losses of any nature arising from or out of User Content. You alone, and not Exdup, shall bear sole liability for any such damages or losses arising from User Content submitted by you. If you believe that any User Content violates your copyright, please see our Digital Millennium Copyright and Takedown Procedure section, below.

MY KOHL’S CARD

If you access the My Exdup Card website, you should review the terms available on that website, including, without limitation, the Online Account Management Agreement — Terms of Use and the Exdup Credit Card Privacy Policy, both of which are accessible on the My Exdup Card website. In addition to these Terms of Use, your use of the My Exdup Card website is explicitly subject to the terms and conditions of the applicable agreements, policies and any other referenced documentation, such as the Exdup Card Member Agreement. If you are a Exdup Rewards Visa Cardholders, please visit the Exdup Rewards Visa website for additional information and terms and conditions.

GIFT MESSAGES

Exdup makes gift messages available from this Site as a courtesy to all our customers. Out of respect and consideration, Exdup asks that you do not use any obscene, profane, threatening, or otherwise vulgar language in gift messages. Without notice to you, Exdup may, but is not obligated to, restrict or remove any and all content from a gift message that Exdup determines, in its sole and absolute discretion, violates these guidelines or is otherwise harmful to Exdup or any third party.

RATINGS & REVIEWS

The Site also allows users to engage in discussions surrounding Exdup products through its Ratings & Reviews and related features. Please click here to review the terms governing those specific features. Ratings & Reviews shall be deemed User Content and shall be subject to the requirements set forth in the User Reviews, Comments, & Submissions section above.

COPYRIGHTS AND TRADEMARKS

“Exdup”, as well as related product and service names, design marks, and slogans, are registered trademarks of Exdup KIN, Inc. Unless otherwise noted, all Content, format, and imagery of the Site are protected as copyrights, trademarks, service marks, trade names, or other intellectual property owned, controlled, or licensed by Exdup, one of its affiliates, or by third parties who have licensed certain intellectual property rights to Exdup and are protected by U.S. and international intellectual property laws and treaty provisions. Unauthorized use of the Content is a violation of law and these Terms of Use. No rights in any trademark, service mark, or trade name are granted to you in connection with your use of this Site. Without limiting the foregoing, please be advised that Exdup has a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. Specifically, the use of our trademarks or names in metatag keywords is trademark infringement, and the use of trademarks or names in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines may constitute a violation of Exdup intellectual property rights and/or may rise to the level of unfair competition.

Exdup, its suppliers, and licensors expressly reserve all intellectual property and other proprietary rights in all content, format, imagery, text, programs, products, processes, technology, and other materials that appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of Exdup or any third party’s intellectual property rights. All rights reserved. Further, the Content, format, and imagery of the Site are copyrighted under United States law and protected by worldwide copyright laws, treaty provisions, and other protections afforded intellectual property. Unauthorized duplication is a violation of law and these Terms of Use.

DIGITAL MILLENNIUM COPYRIGHT ACT AND TAKEDOWN PROCEDURE

Exdup, its suppliers, and licensors expressly reserve all intellectual property and other proprietary rights in all content, format, imagery, text, programs, products, processes, technology, and other materials that appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of Exdup or any third party’s intellectual property rights. All rights reserved. Further, the Content, format, and imagery of the Site are copyrighted under United States law and protected by worldwide copyright laws, treaty provisions, and other protections afforded intellectual property. Unauthorized duplication is a violation of law and these Terms of Use.

This procedure is exclusively for notifying Exdup that your copyrighted material has been infringed. Exdup does not, and will not, make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim. When a clear and valid notice is received pursuant to the guidelines set forth below, Exdup will respond by either taking down the allegedly infringing content or blocking access to it. Exdup may contact the notice provider to request additional information. Under the Digital Millennium Copyright Act (“DMCA”), Exdup is required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”). The Alleged Infringer is permitted to send Exdup a counter-notification. If you are uncertain whether particular material infringes a copyright held by you or a third party, you should contact an attorney. Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees. You agree to indemnify and hold Exdup harmless from any claims arising out of, or in connection with, your DMCA notice.

To be effective under the DMCA, the copyright owner must send a written notice by fax, regular mail, or email only. Exdup reserves the right to disregard a notice that is not in compliance with the DMCA.

A DMCA notice must:

1. Identify specifically the copyrighted work(s) believed to have been infringed;
2. Identify the material that is accessible on the Site and which is allegedly infringing upon the copyrighted work(s). The copyright owner must provide detailed information reasonably sufficient to enable Exdup to locate the item on the Site, such as clear screenshots of the allegedly infringing materials (for identification purposes);
3. Provide information sufficient to permit Exdup to contact the copyright owner directly: name, street address, telephone number, and email (if available);
4. Provide information sufficient to permit us to notify the Alleged Infringer, if available (preferably, an email address);
5. Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
7. Be signed by a person authorized to act on behalf of the copyright owner; and
8. Be sent to our DMCA designated agent at the following address:
   Exdup Designated Agent
   N56 W17000 Ridgewood Drive
   Menomonee Falls, WI 53051
   Fax: (262) 703-7274
   Email: DMCA@Exdup.com

LINKING

Periodically, links may be established from this Site to one or other external websites or resources operated by third parties (the “Third-Party Sites”). Exdup provides these links for your convenience only. In addition, certain Third-Party Sites also may provide links to the Site. AT NO TIME SHALL ANY SUCH INBOUND OR OUTBOUND LINKS BE DEEMED TO IMPLY THAT KOHL’S ENDORSES OR APPROVES THE THIRD-PARTY SITES OR ANY CONTENT THEREIN. KOHL’S DOES NOT CONTROL AND IS NOT RESPONSIBLE OR LIABLE FOR, AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING, ANY THIRD-PARTY SITES OR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD-PARTY SITES. ACCESS TO ANY THIRD-PARTY SITES IS AT YOUR OWN RISK AND KOHL’S WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO SUCH THIRD-PARTY SITES TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.

Without limiting the foregoing, linking to our Site is strictly prohibited absent express written permission from Exdup. In addition, framing, in-line linking, or other association of this Site or its Contents with links, advertisements, and/or other information not originating from this Site is expressly prohibited.

CONTACT INFORMATION

The Exdup Corporate Headquarters are located at:
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051

If you have any questions concerning the legal notices stated above, we encourage you to contact the Exdup Legal Department at this address. All rights reserved.

ENTIRE AGREEMENT

These terms and conditions serve as the entire understanding and agreement, and supersede all prior understandings and agreements of the parties, regarding the subject matter of the Terms. Except as provided above with respect to the Arbitration Agreement, if any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, you agree that the court should endeavor to replace the invalid or unenforceable provision with a provision that comes closest to the original intent of the invalid or unenforceable provision or will be modified to conform to the most expansive permissible reading allowable under the law consistent with the intention of the invalid or unenforceable provision.