Last updated: May 16, 2012

Below are the terms and conditions ("Terms") for Shop Your Way Max Membership Program (the "Program"). These Terms are between you and Sears, Roebuck and Co. and Kmart Corporation ("Sears and Kmart", "Us", "Our" or "We") and govern our respective rights and obligations. The Terms, together with applicable terms and conditions related to any promotional offers provided to you for use with the Program, constitute the entire agreement between you and Sears and Kmart in relation to the Program. Your use of the Sears.com Web site, Kmart.com Web site or any other of Our affiliated web site(s) that the Program may be offered on ("Sites") and membership in the Program are also governed by our Terms of Use and Privacy Policies, as well as all other applicable terms, conditions, limitations and requirements on the Sites, all of which (as modified from time to time) are incorporated into these Terms. If you register for membership, you accept these Terms, conditions, limitations and requirements. Please read these Terms carefully.

Program Benefits

Customers who sign up for the Program ("Program Members") are entitled to free standard shipping, $0.99 per item for Expedited shipping, and $3.99 per item for Premium shipping that are Eligible Purchases on the Sites for 12 months (discount on Expedited and Premium shipping is only available on Sears and Kmart products). The Program will be available on both Sears.com and Kmart.com for users that have a customer profile, are a ShopYourWayRewards member, and whose customer profile includes their ShopYourWay member ID. The Program is not available for purchases on Sears' and Kmart's affiliates' or licensed businesses websites. The Program is not available for Corporate Accounts or for customers who purchase products for business or institutional use or for customers who are resellers (customer who purchase and resell the items purchased from the Sites, to a third party). If you are a ShopYourWay Rewards member, you will earn double the points on all eligible purchases.

Eligible Purchases

The Program is limited to small parcel items that can be shipped via USPS, UPS or FedEx, are sold by Sears, Kmart, and select MarketPlace products, as indicated on the web site, that are available for free shipping on the Sites and that are shipped to continental United States addresses, excluding Alaska, Hawaii, P.O. boxes, APO/FPO and U.S. territories, and possessions ("Eligible Purchases"). At Our sole discretion, We may exclude products from being Eligible Purchases including, but not limited to, oversize or heavy items, items regulated as hazardous materials, alcohol, appliances, fitness equipment, and other items with special shipping characteristics. Products sold by third-party web sites are NOT considered Eligible Purchases for purposes of the Program.

Conditions

You must have a valid, active account on the Site(s) that the Program is offered on and you are ordering from, to register for and use the Program. In Our sole discretion, We reserve the right to accept or refuse membership. You may not transfer or assign your membership or any such benefits under the Program. Some special product, order, handling fees and/or taxes may still apply to Eligible Purchases. If only some of the items in your order are Eligible Purchases under the Program, you will pay applicable shipping charges for the items that are not Eligible Purchases under the Program. Changing or combining orders, or changing your shipping address, method of shipping, or other preferences might affect whether or not the merchandise is an Eligible Purchase under the Program.

Please note:

• Premium and Expedited shipping are options We use to determine your estimated delivery date (these options do not reflect product availability or our estimated shipping date);
• At our sole discretion, We may ship the products by ground or air (these options do not correspond to any carrier-branded shipping services);
• Our carriers usually do not pick-up or deliver packages on weekends or holidays;
• We do not guarantee delivery of products within the estimated transit time or by the estimated delivery date.

Fees Renewal

You agree and hereby authorize Us to charge your credit/debit card designated in your profile as your primary payment card for the current annual membership fee of $79.00. You understand and agree that We will provide an email notice to you at the email address in your profile prior to each subsequent annual renewal date showing the then current renewal Shop Your Way Max membership fee and an option to cancel any renewal from occurring in the About Me tab and Clubs link within MyProfile or by contacting the Sears Customer Care Center at 1-800-349-4358 or the Kmart Customer Care Center at 1-866-562-7848. If you do not cancel your membership renewal prior to the start of the next membership year, you authorize Us to charge your primary designated card on file in your profile with the then current annual membership renewal fee for Shop Your Way Max until you instruct Us to no longer do so. If for any reason your primary designated card does not accept the charge, you authorize Us to charge any other card registered in your profile for the then current annual membership fee. You understand that you are free to cancel your membership at any time during the course of the membership year, but if you do so you will not receive any prorated refund of your membership fee. The charged amount will be subject to the terms and conditions of the card account tied to use of the email address provided. We make no representations or warranties that the Membership Fee will not increase or decrease from time to time. The Membership Fee is non-refundable except as expressly set forth herein. Taxes may apply on the Membership Fee and/or the reduced shipping charges for the Program. The charged amount will be subject to the terms and conditions of the account tied to use of the email address provided.

Membership Cancellation

If you cancel your membership before you have made any eligible purchases contact us at order@customerservice.sears.com and We will refund your full Membership Fee. By cancelling your membership you will no longer earn 2X points as a Program member. Canceling your membership in the Program, however, does not cancel your membership in the ShopYourWayRewards program.

Modifications to this Agreement
We may modify these Terms and/or any aspect of the Program membership in our sole discretion. If We do so, We will provide an email notice to you at the email address in your profile which will include the option to cancel any current membership in the About Me tab and Clubs link within MyProfile or by contacting the Sears Customer Care Center at 1-800-349-4358 or the Kmart Customer Care Center at 1-866-562-7848.. Any increase in the Membership Fee will not apply until your membership is renewed. Also, if We change the shipping charges for the Program, and you cancel your membership before the effective date of these new shipping charges, We will give you a prorated refund of your Membership Fee based on the number of full months remaining in your membership period. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions to these Terms. YOUR CONTINUED MEMBERSHIP AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR MEMBERSHIP IN THE ABOUT ME TAB WITHIN MYPROFILE OR BY CONTACTING THE SEARS CUSTOMER CARE CENTER AT 1-800-349-4358 OR THE KMART CUSTOMER CARE CENTER AT 1-866-562-7848.

Termination by Us

We may terminate your membership at Our sole discretion with notice. If We do so, We will give you a prorated refund of the Membership Fee based on the number of full months remaining in your membership. However, We will not give any refund for termination related to conduct that We determine, in our sole discretion, violates these Terms or any applicable law, involves fraud or misuse of this membership program or any other Site services or features, or is harmful to our interests or another user. By cancelling your membership you will no longer earn 2X points as a Program member. Canceling your membership in the Program, however, does not cancel your membership in the ShopYourWayRewards program. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

Limitation of Liability

IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THE SITE TERMS OF USE, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE PROGRAM. OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LAST ANNUAL MEMBERSHIP FEE YOU PAID. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR MEMBERSHIP. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Confidential Arbitration

ALL DISPUTES WE OR YOU HAS RELATING IN ANY WAY TO THE PROGRAM (INCLUDING WITHOUT LIMITATION WITH RESPECT TO OUR DISCLOSURES, EMAIL AND MOBILE SMS (TEXT) MESSAGES WE SEND TO YOU, OR ANY CONTACT INFORMATION YOU SUPPLY TO US IN CONNECTION WITH THE PROGRAM), THESE TERMS, OR THE REWARDS SITE WILL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN THE FEDERAL JUDICIAL DISTRICT IN WHICH YOU RESIDE, EXCEPT TO THE EXTENT THAT YOU HAVE, IN ANY WAY, VIOLATED OR THREATENED TO VIOLATE ANY OF OUR INTELLECTUAL PROPERTY RIGHTS. All arbitrations required by these Terms will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator award is binding and may be entered in any court of competent jurisdiction. To the fullest extent permitted by applicable law no arbitration brought under, or with respect to, the Program, these Terms, any of our disclosures, any email or SMS (text) message that we send to you, any contact information you supply to us in connection with the Program, or the Rewards Site is to be joined to an arbitration involving any other party subject to these Terms whether through class arbitration proceedings or otherwise.

For arbitration claims you assert against us in accordance with this section (but not for any arbitration claim against you) we will pay all of your administrative, hearing, and arbitrator fees and costs for the arbitration (but not the fees, expenses, and costs of your lawyers, experts, or witnesses) in excess of any filing fee you would have been required to pay to file the claim as a lawsuit in a state or federal court (whichever is greater) in the judicial district in which you reside. Unless unlawful, we will pay our, and you will pay your, lawyers experts and witness fees, expenses, and costs with respect to all claims.

To the extent permitted by law, you will not agree to act as a representative or a private attorney general, or in any other representative capacity, or participate as a member of a class of claimants in any lawsuit against us in any court, or in arbitration, with respect to any claims arising under these Terms, the Program (including without limitation with respect to our disclosures, email and mobile SMS (text) messages we send to you, or any contact information you supply to us in connection with the Program), or your status as a Member. This waiver will survive the termination of the relationship between you and us.

We or you may seek injunctive relief in any state or federal court in Chicago, Illinois, USA, and we and you consent to the exclusive jurisdiction and venue in the state and federal courts in Chicago, Illinois, USA for injunctive relief purposes.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

Last updated: May 16, 2012

Below are the terms and conditions ("Terms") for Shop Your Way Max Membership Program (the "Program"). These Terms are between you and Sears, Roebuck and Co. and Kmart Corporation ("Sears and Kmart", "Us", "Our" or "We") and govern our respective rights and obligations. The Terms, together with applicable terms and conditions related to any promotional offers provided to you for use with the Program, constitute the entire agreement between you and Sears and Kmart in relation to the Program. Your use of the Sears.com Web site, Kmart.com Web site or any other of Our affiliated web site(s) that the Program may be offered on ("Sites") and membership in the Program are also governed by our Terms of Use and Privacy Policies, as well as all other applicable terms, conditions, limitations and requirements on the Sites, all of which (as modified from time to time) are incorporated into these Terms. If you register for membership, you accept these Terms, conditions, limitations and requirements. Please read these Terms carefully.

Program Benefits

Customers who sign up for the Program ("Program Members") are entitled to free standard shipping, $0.99 per item for Expedited shipping, and $3.99 per item for Premium shipping that are Eligible Purchases on the Sites for 12 months (discount on Expedited and Premium shipping is only available on Sears and Kmart products). The Program will be available on both Sears.com and Kmart.com for users that have a customer profile, are a ShopYourWayRewards member, and whose customer profile includes their ShopYourWay member ID. The Program is not available for purchases on Sears' and Kmart's affiliates' or licensed businesses websites. The Program is not available for Corporate Accounts or for customers who purchase products for business or institutional use or for customers who are resellers (customer who purchase and resell the items purchased from the Sites, to a third party). If you are a ShopYourWay Rewards member, you will earn double the points on all eligible purchases.

Eligible Purchases

The Program is limited to small parcel items that can be shipped via USPS, UPS or FedEx, are sold by Sears, Kmart, and select MarketPlace products, as indicated on the web site, that are available for free shipping on the Sites and that are shipped to continental United States addresses, excluding Alaska, Hawaii, P.O. boxes, APO/FPO and U.S. territories, and possessions ("Eligible Purchases"). At Our sole discretion, We may exclude products from being Eligible Purchases including, but not limited to, oversize or heavy items, items regulated as hazardous materials, alcohol, appliances, fitness equipment, and other items with special shipping characteristics. Products sold by third-party web sites are NOT considered Eligible Purchases for purposes of the Program.

Conditions

You must have a valid, active account on the Site(s) that the Program is offered on and you are ordering from, to register for and use the Program. In Our sole discretion, We reserve the right to accept or refuse membership. You may not transfer or assign your membership or any such benefits under the Program. Some special product, order, handling fees and/or taxes may still apply to Eligible Purchases. If only some of the items in your order are Eligible Purchases under the Program, you will pay applicable shipping charges for the items that are not Eligible Purchases under the Program. Changing or combining orders, or changing your shipping address, method of shipping, or other preferences might affect whether or not the merchandise is an Eligible Purchase under the Program.

Please note:

• Premium and Expedited shipping are options We use to determine your estimated delivery date (these options do not reflect product availability or our estimated shipping date);
• At Our sole discretion, We may ship the products by ground or air (these options do not correspond to any carrier-branded shipping services);
• Our carriers usually do not pick-up or deliver packages on weekends or holidays;
• We do not guarantee delivery of products within the estimated transit time or by the estimated delivery date.

Fees Renewal

You agree that your trial membership in SHOP YOUR WAY MAX is free for the first 30 days. If You do not cancel your membership in SHOP YOUR WAY MAX at least 5 days prior to the expiration of this trial membership. You agree and hereby authorize Us to charge your credit/debit card designated in your profile as your primary payment card for the current annual membership fee of $79.00. You understand and agree that We will provide an email notice to you at the email address in your profile prior to each subsequent annual renewal date showing the then current renewal Shop Your Way Max membership fee and an option to cancel any renewal from occurring in the About Me tab and Clubs link within MyProfile or by contacting the Sears Customer Care Center at 1-800-349-4358 or the Kmart Customer Care Center at 1-866-562-7848. If you do not cancel your membership renewal prior to the start of the next membership year, you authorize Us to charge your primary designated card on file in your profile with the then current annual membership renewal fee for Shop Your Way Max until you instruct Us to no longer do so. If for any reason your primary designated card does not accept the charge, you authorize Us to charge any other card registered in your profile for the then current annual membership fee. You understand that you are free to cancel your membership at any time during the course of the membership year, but if you do so you will not receive any prorated refund of your membership fee. The charged amount will be subject to the terms and conditions of the card account tied to use of the email address provided. We make no representations or warranties that the Membership Fee will not increase or decrease from time to time. The Membership Fee is non-refundable except as expressly set forth herein. Taxes may apply on the Membership Fee and/or the reduced shipping charges for the Program. The charged amount will be subject to the terms and conditions of the account tied to use of the email address provided.

Membership Cancellation

If you cancel your membership before you have made any eligible purchases contact us at order@customerservice.sears.com. and We will refund your full Membership Fee.

We may modify these Terms and/or any aspect of the Program membership in our sole discretion. If We do so, We will provide an email notice to you at the email address in your profile which will include the option to cancel any current membership. You may cancel any renewal from occurring in the Rewards tab within MyProfile or by contacting the Sears Customer Care Center at 1-800-349-4358 or the Kmart Customer Care Center at 1-866-562-7848. . Any increase in the Membership Fee will not apply until your membership is renewed. Also, if We change the shipping charges for the Program, and you cancel your membership before the effective date of these new shipping charges, We will give you a prorated refund of your Membership Fee based on the number of full months remaining in your membership period. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions to these Terms. YOUR CONTINUED MEMBERSHIP AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY CANCEL ANY RENEWAL FROM OCCURRING IN THE REWARDS TAB WITHIN MYPROFILE OR BY CONTACTING THE SEARS CUSTOMER CARE CENTER AT 1-800-349-4358 OR THE KMART CUSTOMER CARE CENTER AT 1-866-562-7848.

We may terminate your membership at Our sole discretion with notice. If We do so, We will give you a prorated refund of the Membership Fee based on the number of full months remaining in your membership. However, We will not give any refund for termination related to conduct that We determine, in our sole discretion, violates these Terms or any applicable law, involves fraud or misuse of this membership program or any other Site services or features, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights. Limitation of Liability

IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THE SITE TERMS OF USE, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE PROGRAM. OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE LAST ANNUAL MEMBERSHIP FEE YOU PAID. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR MEMBERSHIP. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

• 2X POINTS ON EVERY PURCHASE
• FREE STANDARD SHIPPING
• DISCOUNTS ON UPGRADED SHIPPING
• NO LIMIT OR MINIMUM PURCHASE