1. Description of the Platform

1. Purpose. The Platform is an online marketplace where users can purchase items ("Items") provided by third parties ("Exhibitors") for sale.
2. Machine Translation. Information on the Platform may be displayed in your local language, using machine translation, based on the available language settings. You acknowledge and agree that (i) the use of machine translations from original Japanese language to display the information in any other language is solely for your convenience only, and (ii) neither Mercari nor Exhibitors shall be held liable for any consequences arising from inaccuracies of such translations.
3. User Account and Purchase Terms. You must register an account with us (a "User Account") to use many Services. After you create a User Account, you can save your browsing and search history on the Platform and "Like" Items listed by Exhibitors. However, you cannot purchase any Item directly from an Exhibitor on the Platform. If you wish to purchase an Item, you must use the purchase support service ("Purchase Service") provided by us or one of our designated third-party service providers ("Third-Party Purchase Service Providers"). Your use of the Purchase Service is subject to additional terms and conditions ("Purchase Service Terms"). The list of provider(s) of the Purchase Service available in your jurisdiction is provided at the end of these Terms, along with a link to their respective Purchase Service Terms. Before you initiate a purchase through the Purchase Service, you are responsible for reading, understanding, and agreeing to the applicable Purchase Service Terms. You acknowledge and agree that (i) Mercari is not a party to the Purchase Service Terms between you and the Third-Party Purchase Service Provider, and (ii) Mercari is not liable for any acts or omissions of the Third-Party Purchase Service Provider. When you purchase Items through the Purchase Service provided by Mercari ("Mercari Purchase Service"), the Terms of Service (Purchase Service) ("Mercari Purchaser Service Terms") apply to your use of the Mercari Purchase Service. By using the Mercari Purchase Service, you acknowledge and agree that (a) the Mercari Purchase Service is a component of our Services, and (b) the Mercari Purchase Service Terms are hereby incorporated into these Terms by reference. In the event of any conflict between these Terms and the Mercari Purchase Service Terms, the Mercari Purchase Service Terms shall prevail to the extent necessary to resolve such conflict with respect to your use of the Mercari Purchase Service.
4. Privacy Policy. You agree to our processing of your personal information in accordance with our Global Privacy Policy.
5. Pricing. The prices of Items shown on the Platform, which may be automatically converted to your local currency, are for reference only. The final total amount you owe will be displayed to you by the applicable provider of the Purchase Service on the checkout page in your local currency.
6. Tracking. If you purchase an Item using the Purchase Service, you may track your order and the delivery status in your User Account and receive notifications regarding the delivery of your Item through email sent from us to your registered email address. Such delivery notices may be sent on behalf of the Third-Party Purchase Service Provider for your convenience. The information contained in the delivery notice is provided only "as available" and subject to change. If any issues arise in relation to payment, delivery, duties or other aspects of the Purchase Service provided by a Third-Party Purchase Service Provider, you may contact your Third-Party Purchase Service Provider in accordance with the applicable Purchase Service Terms.
7. Capacity as the Platform Operator. Mercari, when acting solely in the capacity of the operation of the Platform (i.e., when you use the Purchase Service provided by a Third-Party Purchase Service Provider), does not sell, purchase, or take possession of any Item, either for itself or on behalf of you, the Third-Party Purchase Service Provider, Exhibitors, or any other party.
8. Fees. Mercari may charge fees for your use of the Platform, including but not limited to service fees, handling fees, or other charges, in addition to the price of any Item. The amount and type of fees may vary. Mercari may change the fees at any time at its sole discretion. Any changes to fees will take effect immediately upon posting on the Platform, unless otherwise specified.
9. Items Generally Intended for Japan Residents. You acknowledge that Items are generally intended for and targeted towards residents of Japan.

2. Your User Account

1. You may register for and maintain only one User Account at a time.
2. You must provide us with current and accurate information about yourself (such as your name, date of birth, country of residence, email address, and phone number) ("User Information") as requested by Mercari. You must not use false information or impersonate another person through your User Account.
3. You are solely responsible for any activity on your User Account.
4. You must ensure your User Account accurately reflects your current, complete and accurate User Information. You may be asked to update or verify this information from time to time.
5. You must keep your User Account secure. If you believe your User Account has been compromised, please check this guide and contact us immediately.
6. If we become aware of any unauthorized or fraudulent use of your User Account, we may, without prior notice, immediately suspend or restrict the processing of any transactions and the use of such User Account to prevent future misuse. We may also take any other measures reasonably necessary to protect you and others from potential harm.
7. Please visit the Help Center for questions about setting up a User Account.

3. Suspension or Termination of Your User Account

If Mercari determines that your use of a User Account violates any of these Terms, Guidelines, or any applicable laws, regulations, or rules ("Applicable Laws") or is otherwise inappropriate, Mercari may, at its sole discretion, take remediation measures, including but not limited to the suspension or termination of your User Account. Without limiting the generality of the foregoing, by way of example, we may limit, suspend, or terminate your User Account for the following reasons:

1. You violate these Terms, including through your use of another User Account;
2. You refuse to provide information that we have requested, you provide false information, or we are otherwise unable to verify the information you have provided;
3. You are determined by Mercari, at its sole discretion, to be (i) a "Foreign Politically Exposed Person" (or an analogous term) under Applicable Laws or (ii) a person subject to asset freeze measures, export bans, or any other economic, criminal, or other sanctions imposed under the Foreign Exchange and Foreign Trade Act of Japan, the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of the Treasury, or any other Applicable Laws (a "Sanctioned Person"); or
4. Mercari, in its sole discretion, determines that such limitation, suspension, or termination is reasonably necessary to protect the health, safety, or rights of you, us, another party or entity, or the general public.

You may terminate your User Account with Mercari at any time from your account settings. You can find more information regarding this process in the Help Center.

Upon termination of your User Account, you will no longer have access to your account profile on the Platform. We recommend saving any information you may need before terminating your User Account.

Unused coupons become invalid and expire upon termination of your User Account.

4. Your Use of the Platform

We grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Platform, including the Services and Materials, for personal, non-commercial purposes, subject to these Terms and the following restrictions. Mercari reserves all rights not expressly granted to you.

1. Commercial Use of the Platform. You must not use the Platform for commercial purposes, including for the purpose of purchasing Items with the intention of reselling them for commercial purposes.
2. Unlawful Use of the Platform. You must not use the Platform in any way that violates Applicable Laws.
3. Harmful Use of the Platform. You must not interfere with or try to disrupt the Platform, including but not limited to (i) distributing viruses, Trojan horses, worms, logic bombs, or other harmful or malicious computer codes or material, (ii) using the Platform to send unauthorized promotional materials, including any junk mail or spam, (iii) using the Platform to impersonate or attempt to impersonate us, our employees, another user, or any other person or entity, (iv) monitoring, gathering, copying, or distributing the Platform by using any robot, "bot," spider, scraper, crawler, spyware, engine, or any other automatic device, utility, or manual process, or (v) any other activity that places an excessive burden on the Platform, or otherwise negatively affects the enjoyment of the Platform by other users.
4. Intellectual Property Notice. You must not obscure or modify any copyright, trademark, or any other intellectual property notice on the Platform.
5. Maintenance, Improvement, or Development of Software Programs. You must not use the Platform for the maintenance, improvement, or development of any software program, including but not limited to, training machine learning or artificial intelligence systems.
6. Prohibited Use of the Platform. You must not copy, reproduce, rent, lease, lend, sell, exchange, publish, display, disseminate, broadcast, retransmit, make available, distribute, redistribute, sublicense, or otherwise use the Platform in any way not specifically permitted by these Terms. You must not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws), nor attempt to disable or circumvent any security or other technological measure designed to protect the Platform or any content available through the Platform.

Title, ownership rights, and intellectual property rights to the Platform, including the Services and Materials, will remain in and with us, our licensors, or our respective assigns. You acknowledge and agree that we (or our licensors) are providing the Platform, including the Services and Materials, under limited license to you and are not selling any portions of any of the foregoing to you. You have the limited license to use the Platform, including the Services and Materials, in accordance with these Terms, but you do not gain any ownership interest in or any other rights to any of the foregoing. The Platform, including the Services and Materials, as well as the selection, assembly, and arrangement of any elements comprising the foregoing, are protected by intellectual property laws and international treaties. All trademarks, service marks, trade names, trade dress, logos, designs, and sounds associated with the Platform, including the Services and Materials, are owned or licensed by us. These Terms strictly prohibit you from using any of our intellectual property except as expressly provided in these Terms. We will enforce our intellectual property rights to the fullest extent of the law. In addition:

1. Items You Purchase. Mercari does not manufacture or sell any of the Items listed on the Platform and does not make any warranties about the Items' quality, safety or legality. Furthermore, Mercari is not responsible for any inaccuracies in the Item descriptions.
2. Content You Access. You may come across materials that you find offensive or inappropriate while using the Platform. Mercari is not responsible for the decency, accuracy, or legality of content posted by Exhibitors on the Platform.
3. Open Source or Third-Party Software. The Platform, including the Services and Materials, may include open source software or third-party software. Any such software is made available to you under the terms of the applicable licenses for any such open source or third-party software.
4. Third-Party Services and Linked Websites. The Platform, including the Services and Materials, may contain links to third-party websites or services that we do not own or control. When you access these third-party services, you do so at your own risk. Such third parties may require you to accept their own terms of use and privacy policies. Mercari is not a party to any such agreements; they are solely between you and the relevant third party.
5. Reliance on Information Posted. We provide the Platform, including the Services and Materials (including any machine translated portions of the Platform), for general information purposes only and make no warranty regarding the accuracy, completeness, or usefulness of same. Please note the Platform may not be complete or up to date, and we are not obligated to keep or update any part of the Platform. Any reliance you place on the Platform, including the Services or Materials, is strictly at your own risk. The Platform may include Materials that third parties, including Exhibitors, provide. All Materials that third parties provide are solely the responsibility of the person or entity providing those Materials. These third-party Materials do not necessarily reflect our opinion, and we are not responsible or liable to you or any third party, for the content or accuracy of any Materials that third parties provide.

5. Limitation, Suspension or Termination

Mercari reserves the right, at its sole and absolute discretion, to change, suspend, limit, or discontinue the Platform, including the Services or Materials, in whole or in part, at any time, for any or no reason, with or without notice (unless otherwise required by Applicable Laws).

6. Handling of Coupons

You may earn coupons by participating in various campaigns offered through the Services or as otherwise explicitly provided by Mercari. The value that may be earned by using coupons, and/or any other conditions of coupons, shall be subject to the applicable campaign rules provided by Mercari. To the maximum extent permitted by Applicable Laws, Mercari may, at any time and at its sole and absolute discretion, change the rules or terminate the entire coupon system. In such event, Mercari shall not be held responsible for the payment of refunds or any other compensation for the loss of existing coupons and/or credit earned by using coupons.

1. You will not be able to exchange coupons for cash, property, or any other economic benefits and/or any other benefits.
2. You will not be able to transfer coupons to any other user or person.
3. Mercari will not refund coupons for any reason whatsoever unless required to do so under Applicable Laws. In such a case, the calculation method for refunding the coupons shall be solely determined by Mercari in accordance with Applicable Laws.
4. Coupons will expire in accordance with the applicable campaign rules provided by Mercari. Once expired, coupons will not be reinstated.
5. Mercari reserves the right to determine and interpret all matters that are not explicitly stated in these Terms concerning the use and validity of coupons.

7. Text Message Program Terms & Conditions

Important: These text messaging program terms & conditions apply only if you have opted in to Mercari's text messaging program, which may include both short message service (SMS) and multimedia messaging service (MMS) functionalities. You acknowledge and agree that these terms are incorporated into, and form a part of, the Terms of Service (Platform).

1. About the Program. This is a standard rate text message program. By subscribing to Mercari's text messaging program, you consent to receiving text messages at the mobile number you provided using automated technology from or on behalf of Mercari (and its agencies and services providers) via the short code provided within the campaign and understand that consent is not a condition of purchasing any property, goods, or services. Our Global Privacy Policy describes how we collect, use, and share your personal information.
2. Charges and Fees. Mercari does not charge for its text message program; however, your mobile carrier's message and data rates may apply. Message frequency varies. To participate in Mercari's text messaging program, you must have a text messaging enabled mobile device with a current text messaging plan. Please contact your mobile carrier for information about your text messaging plan. All related charges and fees are billed by and payable to your mobile service provider. Your mobile carrier may impose message or charge limitations on your account that are outside our control.
3. For Help. If you need assistance, send HELP to the Mercari number you opted in to at any time to receive program contact information.
4. How to Opt In. To opt into Mercari's text messaging program, you can text the number and keyword(s) provided to begin your subscription. From time to time, Mercari may also provide other numbers and/or keyword(s) to opt in to additional campaigns.
5. How to Opt Out. To stop receiving text messages from Mercari, text STOP to the Mercari number you opted in to in order to opt out of Mercari's text messaging program. You can also opt out by contacting us through our Help Center. Opting out of one form of communication does not mean you've opted out of other forms as well. For example, if you opt out of receiving text messages, you may still receive marketing email messages.
6. What Keywords You Can Use. At any time during the campaign, you can text the following to us: HELP or STOP. From time to time, Mercari may also provide other keyword(s).

If you have additional questions or comments, please contact us through our Help Center.

8. User-Generated Content

We may offer you the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available (collectively, "submit") user generated content in the form of ratings, messages, text, or other information or materials (collectively, "UGC") on the publicly available portions of the Platform. You agree that (i) your UGC will be treated as non-confidential and non-proprietary by us, and (ii) to the maximum permitted by Applicable Laws, we do not assume any obligation of any kind to you or any third party with respect to your UGC. You acknowledge that the Internet may be insecure; accordingly, you acknowledge and agree that your UGC is submitted at your own risk.

You hereby grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. In order to further effect the rights and license that you grant to us to your UGC, you also, as permitted by Applicable Laws, hereby grant to us and agree to grant to us the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by Applicable Laws, you hereby waive, and you agree to waive, any moral rights (including attribution, anonymity, and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. We may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your UGC, and we may, at our sole discretion, reject, delete, move, re-format, remove, or refuse to post or otherwise make use of UGC without notice or any liability to you or any third party.

Each time you submit any UGC, you represent and warrant the following:

1. You are the sole author and owner of the intellectual property and other rights to such UGC, or you have a lawful right to submit the UGC and grant us the rights to it that you are granting by these Terms, all without any obligation for us to obtain the consent of any third party.
2. The UGC (i) is not false, misleading, offensive, profane, vulgar, obscene, derogatory, defamatory, libelous, slanderous, or otherwise inappropriate and (ii) does not contain anything that is, or may reasonably be considered to be, hate speech or harassment of any individual, group, entity, or political body.
3. The UGC does not, and as to our permitted uses and exploitation set forth in these Terms will not, infringe any intellectual property or other right of any third party or any Applicable Laws.
4. The UGC does not, and as to our permitted uses and exploitation set forth in these Terms will not, violate these Terms.
5. You are currently a bona fide user of the Platform, and the UGC reflects your true and honest opinion and experience.

9. DMCA Notice

The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright Law. If you believe in good faith that any materials available through the Platform infringe your copyright, you (or your agent) should send us a notice requesting that we remove them or block access to them. If you believe in good faith that someone has wrongly submitted a notice to us under this Section 9, then you should send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements the DMCA imposes. Please visit https://www.copyright.gov/ for details.

10. Indemnification; Disclaimer of Warranties; Limitation of Liability

Indemnity.

You agree to release, discharge, defend, indemnify, and hold harmless us and our officers, directors, employees, suppliers, vendors, agents, affiliates, subcontractors, representatives, licensors, and partners (collectively, the "Mercari Parties") from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to your use of the Platform, including the Services or Materials, your breach of these Terms, or the Mercari Parties' use of any rights or authorization you grant under these Terms.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to such matter), and, in such case, you agree to cooperate with our defense of that claim to the best of your ability.

Disclaimer of Warranties.

THE PLATFORM, INCLUDING THE SERVICES, MATERIALS, AND ITEMS, ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, MERCARI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM, INCLUDING THE SERVICES, MATERIALS AND ITEMS, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; (III) ANY WARRANTY OF COMPLIANCE WITH APPLICABLE LAWS; AND (IV) ANY WARRANTY THAT THE PLATFORM, INCLUDING THE SERVICES, MATERIALS AND ITEMS, ARE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. FOR CLARITY, WHERE YOU PURCHASE ITEMS THROUGH THE MERCARI PURCHASE SERVICE, MERCARI DISCLAIMS WARRANTIES OF ANY KIND FOR SUCH SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR IN CONNECTION WITH THE PLATFORM, INCLUDING THE SERVICES OR MATERIALS, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE PLATFORM, INCLUDING THE SERVICES AND MATERIALS, AND YOUR DEALING WITH ANY OTHER USERS ON THE PLATFORM, INCLUDING EXHIBITORS. YOU UNDERSTAND AND AGREE THAT YOU USE THE PLATFORM, INCLUDING THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN THE MATERIALS, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM), OR ANY LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE PLATFORM, INCLUDING THE SERVICES, OR ANY DOWNLOAD OR USE OF THE MATERIALS.

FURTHERMORE, YOU UNDERSTAND AND AGREE THAT ENSURING COMPLIANCE WITH APPLICABLE LAWS REGARDING IMPORT AND CUSTOMS FOR ITEMS PURCHASED VIA THE PURCHASE SERVICE IS SOLELY YOUR RESPONSIBILITY, INCLUDING BUT NOT LIMITED TO COMPLIANCE WITH ALL APPLICABLE CUSTOMS DUTIES, IMPORT PROHIBITIONS, IMPORT PERMITS, AND NOTIFICATION REQUIREMENTS. AS A USER OF THE PURCHASE SERVICE, YOU ASSUME ALL RISKS RELATED TO FORFEITURE, IMPORT DUTIES, PENALTIES, AND SANCTIONS.

YOU, ON BEHALF OF YOURSELF AND YOUR PERSONAL REPRESENTATIVES, HEIRS, SPOUSE, GUARDIANS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS, AND NEXT OF KIN, HEREBY FOREVER WAIVE, RELEASE, DISCHARGE, HOLD HARMLESS, AND AGREE NOT TO SUE THE MERCARI PARTIES WITH RESPECT TO ANY KNOWN OR UNKNOWN CLAIMS, LOSSES, DAMAGES, LIABILITY, DEMANDS, ACTIONS, BODILY INJURIES, SICKNESS, OR DEATH, INCLUDING CLAIMS IN LAW OR EQUITY, THAT ARISE OR MAY ARISE IN CONNECTION WITH, IN RELATION TO, OR INCIDENTAL TO YOUR PURCHASE OR USE OF ANY ITEMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS RELEASE APPLIES TO CLAIMS THAT MAY NOT BE KNOWN OR SUSPECTED TO EXIST AND KNOWINGLY AND VOLUNTARILY WAIVE SUCH RIGHTS, INCLUDING THOSE UNDER CALIFORNIA CIVIL CODE SECTION 1542 (AND SIMILAR PROVISIONS OF OTHER JURISDICTIONS), WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

SOME JURISDICTIONS MAY PROHIBIT THE DISCLAIMER OF WARRANTIES OR ANY PART THEREOF, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF ANY PART OF THIS DISCLAIMER OF WARRANTIES IS NOT OR CEASES TO BE LEGAL, VALID, BINDING, AND ENFORCEABLE UNDER THE LAWS OF YOUR JURISDICTION, NONE OF THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THE REMAINING PARTS OF THE DISCLAIMER UNDER THAT LAW, NOR THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THAT PART UNDER THE LAW OF ANY OTHER JURISDICTION, SHALL BE AFFECTED.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE MERCARI PARTIES BE LIABLE TO YOU FOR ANY ACTUAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUES, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, IN CONNECTION WITH OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM, INCLUDING THE SERVICES OR MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MERCARI PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAWS. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE MERCARI PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND IN SUCH CASE, THE MERCARI PARTIES' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

Force Majeure.

Mercari shall have no liability for failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or inaction, war, use of force, or acts of terrorism; acts of nature, including earthquakes, fire, flood or other acts of God; pandemics, labor conditions; breakdown of communications facilities; power failures and/or Internet disturbances.

11. Export Control

Representations Regarding You.

You hereby represent and warrant that: (i) you are not listed on the "Foreign End User List" published by Japan's Ministry of Economy, Trade and Industry, or on any other government-maintained restricted end-user list; (ii) you are not, and have never been, involved in the development, design, manufacture, use, or storage (collectively, the "Development") of Nuclear Weapons (meaning nuclear weapons, military chemical or biological agents, devices for dispersing such agents, or rockets or unmanned aerial vehicles capable of delivering such items; hereinafter the same), or Conventional Weapons (meaning goods listed under Item 1 of the Appended Table 1 of the Cabinet Order on Export Trade Control, excluding Nuclear Weapons; hereinafter the same); (iii) you are not a Sanctioned Person; and (iv) you will not use the Services or purchase any Items on behalf of, or for the benefit of, any individual, corporation, or other organization that falls under any of the categories described in items (i) through (iii) above.

Representations Regarding Your Use.

You hereby agree that you will not: (i) use any Items for the Development of Nuclear Weapons or Conventional Weapons, or for any other military purposes; or (ii) give, transfer, assign, or otherwise provide such Items to any third party who intends to, or is likely to, use them for such purposes.

12. Miscellaneous

1. Relationship. Unless otherwise provided in any other terms, these Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and Mercari.
2. Entire Agreement. These Terms (including the Mercari Purchase Service Terms) and the Guidelines supersede any other agreement between you and Mercari regarding the Platform.
3. Severability. If a court of law or other tribunal of competent jurisdiction determines any provision of these Terms to be illegal, invalid, or unenforceable, that provision will be enforced to the fullest extent possible, and the other provisions will remain effective, valid, and enforceable.
4. Waiver. Our failure to enforce any part of these Terms is not a waiver of our right to later enforce that or any other part of these Terms.
5. Survival. (i) The preamble, (ii) Sections 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14, and (iii) the U.S. Appendix of these Terms will remain in effect even after your access to the Platform, including the Services or Materials, is terminated, or your use of the Platform, including the Services or Materials, ends.
6. Assignment. You may not assign or transfer these Terms or your rights and obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms, or any of our rights and obligations under these Terms, at any time without your consent.
7. Notice for California Residents. Under California Civil Code Section 1789.3, California users of the Platform may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.
8. Government Use. The Platform is a "commercial product" consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in 48 C.F.R. § 2.101. If you are an agency of the U.S. Government or its contractor, you receive only those rights with respect to the Platform as are granted to all other users of the Platform under this Agreement.

13. Notice

If Mercari determines that there is a need to notify or contact you, we will do so by sending a text message, email, or letter to the phone number, email address or mailing address provided by you or through push notifications from within the Platform. Alternatively, the notice may be displayed on the Platform, or by other reasonable means. Mercari shall not be liable for any damages incurred due to the fact that Mercari's notice or communication was not received or was delayed. When you visit the Platform or send e-mails to us, you are communicating with us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.

You may contact us using our Help Center.

14. Governing Law and Jurisdiction

These Terms shall be governed and construed under the laws of Japan. Any dispute that arises between you and Mercari shall be submitted to the exclusive jurisdiction of Tokyo District Court as the court of first instance.

15. Additional Provisions for U.S. Residents

If you are a resident of the United States of America (including its territories such as Puerto Rico), Section 14 above is replaced with the "U.S. Appendix: Governing Law; Dispute Resolution," and any dispute arising out of these Terms, or the breach thereof, shall be governed as set forth in the "U.S. Appendix: Governing Law; Dispute Resolution."

16. Listed Jurisdictions

United States of America

PROVIDERS OF THE PURCHASE SERVICE FOR YOUR JURISDICTION

U.S. Appendix:
Governing Law; Dispute Resolution

If you are a resident of the United States of America (including its territories such as Puerto Rico), Section 14 of the Terms is replaced with the following:

PLEASE READ THIS U.S. APPENDIX: GOVERNING LAW; DISPUTE RESOLUTION CAREFULLY AS IT CONTAINS AN ARBITRATION AGREEMENT ("ARBITRATION AGREEMENT"). THIS ARBITRATION AGREEMENT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS ARBITRATION AGREEMENT 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 ARBITRATION AGREEMENT ALSO ADDRESSES THAT YOU AND WE ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAWS 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.

1. Arbitration Agreement.

YOU AND WE 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 we agree that these Terms 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 Arbitration Agreement, "Dispute" shall include, without limitation, any claims or controversies between you and us that are related in any way to these Terms, including, but not limited to, your use of the Platform or any communications between you and us, whether occurring on the Platform or otherwise, even if the Dispute arises after the termination of your relationship with us. "Dispute" also includes, without limitation, claims that: (a) you bring against us; (b) we bring against you; (c) in any way relate to or arise out of any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you entered into these Terms or out of a prior agreement with us (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; or (f) arise after the termination of this Dispute. "Dispute," however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets, or claims of piracy or unauthorized use of intellectual property or claims for personal bodily injury, none of which shall be subject to arbitration or the notice and informal process described below.

The arbitrator shall decide all issues except for: (i) those that are specifically reserved for a court herein; (ii) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement; (iii) any issues arising from or relating to the arbitrability of any Dispute; and (iv) 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. This Arbitration Agreement does not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.

(a) Mandatory Pre-Arbitration Informal Dispute Resolution.

You and we agree to engage cooperatively to try to resolve any Dispute informally prior to you or us initiating an arbitration proceeding. You or we must first send a written notice to the other party providing (a) a detailed description of the Dispute; (b) your or our name and contact information (address, telephone number, email address, and account number if applicable); (c) sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details); and (d) a detailed description of: (i) the nature and basis of the Dispute and any claims; and (ii) 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 our representative (and our attorney if we are represented by legal counsel).

Your notice to us must be sent to: Mercari, Inc. Attn: Legal Department 601 W 26th St, 3rd Floor Ste 357 DPT# EXNY1541 New York, NY 10001-1101. Our notice to you must be sent to the most recent contact information you have provided to us.

For a period of seventy (70) 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 our 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 seventy (70) 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 the parties agree that 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. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

(b) Arbitration Rules and Procedures; Individualized Relief; Fees.

Subject to the requirements under Section 1(a) of this Arbitration Agreement, to begin an arbitration proceeding, you must send an arbitration demand to National Arbitration and Mediation ("NAM") with a copy to Mercari, Inc. Attn: Legal Department 601 W 26th St, 3rd Floor Ste 357 DPT# EXNY1541 New York, NY 10001-1101, 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 and your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by our 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: (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. Notwithstanding the foregoing, the arbitrator may issue an award pursuant to Federal Rules of Civil Procedure 11 and 68 as referenced in this Arbitration Agreement. We 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 in injunctive relief shall have an in-person or video hearing. You and we reserve the right to request a hearing on any matter from the arbitrator. You and we agree that you and our 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 in the United States county where you live or work or such other location agreed upon by both parties.

The arbitration will be conducted by a single arbitrator who will apply these Terms 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 awarded by the arbitrator if required by the Rule. The arbitration award shall have no preclusive effect in any other arbitration or proceeding that does not involve you and us. 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 WE 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.

(c) Additional Procedures for Mass Filings.

You and we agree that these procedures (in addition to all others provided in this Arbitration Agreement) shall also apply if you choose to participate in a "Mass Filing" (defined below).

If twenty-five (25) or more similar Disputes (including yours) are asserted against us 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 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 Arbitration Agreement.

STAGE ONE: Counsel for the claimants and counsel for us shall each select twenty-five (25) claims per side (fifty (50) claims total) 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 twenty-five (25) 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 one hundred (100) Disputes, all shall proceed individually in Stage One). Each of the fifty (50) (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 administrative 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 we 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 us shall each select fifty (50) Disputes per side (one hundred (100) claims total) 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 fifty (50) 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 two hundred (200) Disputes, all shall proceed individually in Stage Two). No more than three (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 administrative 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 we 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. 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 Section (c) of this Arbitration Agreement, including by enjoining the Mass Filing, and the prosecution or administration of arbitrations.

Section (c) of this 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 Section (c) of this Arbitration Agreement 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 these Terms.

(d) 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: Mercari, Inc. Attn: Legal Department 601 W 26th St, 3rd Floor Ste 357 DPT# EXNY1541 New York, NY 10001-1101, postmarked within sixty (60) days of the first time you agreed to terms with us 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. By opting out of arbitration, all other provisions in these Terms, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

(e) Severability; Survival.

Except as specifically provided in this Arbitration Agreement (such as in Section (c) of this Arbitration Agreement), if any part or parts of this Arbitration Agreement is or 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 this Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of these Terms.

(f) Future Changes to Arbitration Agreement.

If we make any future changes to this Arbitration Agreement (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice to the following address: Mercari, Inc. Attn: Legal Department 601 W 26th St, 3rd Floor Ste 357 DPT# EXNY1541 New York, NY 10001-1101, postmarked within thirty (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 us in accordance with this version of this Arbitration Agreement.

2. Waiver of Jury Trial; Waiver of Class Actions.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL. YOU AND WE 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.

3. Governing Law; Jurisdiction.

These Terms and any claim, case, or controversy arising out of or relating to your use of the Platform (whether for breach of contract, tort or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, excluding (1) its conflict of law principles; (2) the United Nations Convention on Contracts for the International Sale of Goods; (3) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (4) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980. You acknowledge and agree that the controlling language of these Terms is English, and any translation you have received has been provided solely for your convenience. All correspondence and communications between you and Mercari under these Terms shall be in the English language. In the event a particular Dispute is not subject to arbitration, you and we hereby irremovably submit to the exclusive personal jurisdiction and venue of the state and federal courts in New York, New York, for the litigation of said Dispute, and covenant and agree that such state and federal courts are not an inconvenient venue or forum.