IMPORTANT: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 23 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND WEEE! INC. (Weee!) ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION,

THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Effective Date: December 10, 2024

Introduction

Welcome to Weee! Inc. (Weee!). Weee! operates a network of websites and a mobile application serving multiple cities in the United States (our “Platform”). By visiting or using our Platform, and accessing the information, resources, services, products, and tools we provide, you understand and agree to accept and adhere to these Terms of Service (“Terms” or “Terms of Service”), along with the terms of other policies and documents linked on our Platform, which are incorporated herein by reference. Please read these Weee! for Business Terms of Service carefully. Your use of Weee! for Business constitutes your consent to these Terms.

These Terms of Service governs your access to, use of, and transactions made through Weee! for Business. By using Weee! for Business, you affirm that you are of legal age to enter into these Terms of Service, or, if you are not, that you have obtained parental or guardian consent to enter into these Terms of Service and your parent or guardian consents to these Terms of Service on your behalf. If you violate or do not agree to these Terms of Service, then your access to and use of Weee! for Business is not authorized and Weee! may suspend or rescind your access to the Platform in its sole discretion.

Your Weee! for Business Account (defined below) may be modified, restricted, suspended, or terminated for any reason, at our sole discretion. Except as otherwise provided by law, at any time without notice to you, we may change, restrict access to, suspend, or discontinue Weee! for Business or any portion of Weee! for Business, for any reason.

We may update these Terms of Service from time to time, and will notify you of such changes by any reasonable means, including by posting revised Terms of Service through the Platform. You agree that it is your responsibility to check the Platform regularly for any updated Terms of Service. In addition, by continuing to use or access Weee! for Business or otherwise engaging with Weee! after we post any changes, you accept the updated Terms of Service.

Section 1. Your Eligibility

You represent and warrant that your organization is a valid business entity, government entity, or non-profit organization registered and authorized to do business in one or more of the 50 United States and the District of Columbia (each, an “Eligible Organization”). If you are looking to transact on an individual level, please visit sayweee.com for our general shopper experience. If you are uncertain whether your organization is an Eligible Organization, please contact us as described in Section 29 (Contact Us).

You also represent and warrant that you are an authorized representative of your organization and have the legal authority (as well as the legal capacity) to bind your organization when using Weee! for Business, and you hereby agree to this Terms on behalf of yourself and your organization. If you do not have such authority and capacity, you are not permitted to use or access Weee! for Business and we may immediately terminate your use of and access to Weee! for Business.

Section 2. Business Account

Weee! for Business is designed specifically for business users, catering to the needs of bulk and recurring purchases. Business users can procure the goods they need at lower prices, while Weee! for Business provides superior delivery and unloading services to minimize operating costs and help businesses increase profits.

Account Creation and Verification

In order to transact on Weee! for Business, you must first register for an account. As part of the account registration process, you must provide us with certain required information, which may include the name of your business, address, phone number and e-mail address, among other possible information. After you have completed the account registration process, an account on Weee! for Business will be created for you (a “Business Account”).

Should multiple users of the same e-mail account register for an account and a dispute thereafter arise regarding the identity of the entrant, the authorized account holder of said e-mail account at the time of entry will be considered the entrant. “Authorized account holder” is defined as the natural person who is assigned an e-mail address by an Internet access provider, on-line service provider or other organization which is responsible for assigning e-mail addresses or the domain associated with the submitted e-mail address. 

Weee! reserves the right to cancel, terminate, modify, or suspend a Weee! for Business Account in the event that the account is associated with an expired, fraudulent, or otherwise suspicious payment method, any abusive use of our Terms, any violation of breach of these Terms or any other prohibited conduct related to creating and accessing a Weee! for Business Account.

You acknowledge that we may share the information you provide as part of the account registration process with our third-party service providers in order to verify your eligibility for a Business Account.

We may reject, or require that you change, any e-mail, password or other information that you provide to us in the account registration process. We may require you to provide to us additional business information for verification or due diligence purposes (“Additional Verification”).

If we require you to undergo Additional Verification after the creation of your Business Account, you may be able to transact on Weee! for Business while such Additional Verification is in progress. However, Weee! will have the right, in our sole discretion, to suspend or terminate your Business Account, including by limiting any or all transactions on Weee! for Business, until all Additional Verification is complete to our satisfaction.

Account Security

You are solely responsible for maintaining the confidentiality and security of your Business Account, including your e-mail and password. Weee! is not responsible for any losses arising out of the unauthorized use of your Business Account. You agree that Weee! does not have any responsibility if you lose or share access to your device. Any agreement between you and the issuer of your credit card, debit card, or other form of payment will continue to govern your use of such payment method on Weee! for Business. You agree that Weee! is not a party to any such agreement, nor is Weee! responsible for the content, accuracy, or unavailability of any method used for payment.

Section 3. Tax Exempt Purchasers

To obtain tax-exempt purchasing privileges for purchases on Weee! for Business, you must follow the tax-exempt registration procedure as described on the Platform. As part of this process, you may be required to provide additional information to Weee! to confirm your tax-exempt status (for example, a valid state tax-exempt number).

You represent and warrant that any information you provide to Weee! as part of the tax-exempt registration process is valid, accurate, and complete. You will promptly notify Weee! of any updates or changes to your tax-exempt status and will promptly provide Weee! with any updated information or documentation. If you purchase any products for a tax-exempt purpose and use those products for any other purpose, you will report and pay all taxes required under applicable law. If you are a tax-exempt organization, all tax-exempt purchases must be used exclusively by your organization for tax-exempt purposes only. You will comply with all other applicable requirements for tax-exempt purchases under applicable law.

You will hold Weee! harmless from and will indemnify Weee! against any claim, loss or expense occurring from any failure to comply with your resale permits or any other tax-exempt requirements, and your exemption will be subject to immediate cancellation.

You further agree that if you do not use the products purchased with your tax-exempt account for the purpose for which your tax exemption applies, you will report and pay sales and use taxes directly to the state relating to the products to the extent required by law. In order to qualify for exemption, you may be required by law to pay us using your organization’s payment method (e.g., a company credit card) and not a personal payment method (e.g., a personal credit card). To the extent you have a Business Account, you acknowledge that if you, or any business user accounts associated with your Business Account, make tax exempt purchases with a tax exemption certificate associated with the Business Account, that those purchases are made with the tax-exempt organization’s funds. You will comply with such requirement to the extent required by law.

Section 4. Use of the Platform

Subject to your compliance with this Terms, and solely for so long as you are permitted by Weee! to use the Platform, Weee! hereby grants you a non-sublicensable, revocable, limited right and license to view one (1) copy of any portion of the Platform to which we provide you access under this Terms, solely for your internal business purposes.

You certify that the content you provide on or through Weee! for Business is accurate and that the information you provide on or through Weee! for Business is complete.

In connection with Weee! for Business, you will not:

· Make available through or in connection with Weee! for Business any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or is potentially harmful, invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

· Use or access Weee! for Business for any purpose that is fraudulent or otherwise tortious or unlawful.

· Harvest or collect information about users of Weee! for Business.

· Interfere with or disrupt the operation of Weee! for Business or the systems, servers, or networks used to make Weee! for Business available, including by hacking or defacing any portion of Weee! for Business; or violate any requirement, procedure or policy of such servers or networks.

· Restrict or inhibit any other person from using Weee! for Business.

· Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) Weee! for Business except as expressly authorized in these Terms of Service, without Weee!’s express prior written consent.

· Reverse engineer, decompile, or disassemble any portion of Weee! for Business, except where such restriction is expressly prohibited by applicable law.

· Remove any copyright, trademark, or other proprietary rights notice from Weee! for Business.

· Frame or mirror any portion of Weee! for Business, or otherwise incorporate any portion of Weee! for Business into any product, unless you obtain Weee!’s express prior written consent to do so.

· Cause injury to any person or entity.

· Violate any law, rule, or regulation or these Terms of Service.

You will not use Weee! for Business or Weee!’s name, logo, or brand to (1) send any unsolicited or unauthorized content, including advertising, promotional materials, e-mail, junk mail, spam, or other form of solicitation; or (2) use any meta tags or other hidden text or metadata utilizing a Weee! trademark, logo, URL, or product name without Weee!’s written consent.

You will not attempt to do anything, or permit, encourage, assist, or allow any third party to do anything, or attempt, permit, encourage, assist, or allow any other violation of these Terms of Service.

Section 5. Monitoring by Weee!

Weee! will have the right (but not the obligation), in our sole discretion, to monitor, evaluate, and analyze any use of and access to Weee! for Business, including to determine compliance with these Terms of Service and any other operating rules that may be established by Weee! from time to time.

Weee! will also have the right (but not the obligation), in our sole discretion, to edit, move, delete, or refuse to make available any content made available through Weee! for Business for any reason, including violation of these Terms of Service, whether for legal or other reasons.

Section 6. Merchandise

Weee! for Business may make available listings, descriptions, and images of goods (collectively, “Products”). Such products may be made available by us or by third parties. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features and prices contained on the Platform). Such information and the availability of any Product are subject to change at any time without notice.

We have made efforts to accurately display the attributes of Products. Weee! is not responsible for, and cannot guarantee the performance of goods by third parties, our advertisers or other third parties to whose Platforms we link. While our goal is to provide accurate information, product packaging and material may contain more and/or different information than that provided on Weee! for Business, including the product description, country of origin, nutrition, ingredient, allergen, Proposition 65 warning, and other information. Always read labels, warnings, directions, and other information provided with the product before using or consuming the product. For additional information about a product, please contact the manufacturer. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or health condition.

Section 7. Placing an Order; Billing

In order to place an order, the order total for a single transaction before taxes, shipping, and discounts, must meet or exceed the minimum order threshold. Orders that do not meet this threshold may not be placed using Weee! for Business Accounts.

You may have access to exclusive discounts and pricing on select products through a Weee! for Business Account. These discounts and pricing are not valid on purchases made through a non- Weee! for Business Account, including through the general consumer platform. the Weee!.

You will receive a text message and/or e-mail with a link to your order when your order is delivered. You may access your orders through your Business Account in the "My Account" section.

You represent and warrant that you have the right to use any credit card or other means of payment that you provide to us. By providing payment card information to us, you authorize us to store and use the card as a payment method for purchases made through Weee! for Business. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of these Terms of Service and may result in cancellation of your order. Before accepting an order, we may also request additional information from you. Verification of information may be required before the acknowledgment or completion of any purchase. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. Weee! may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.

We only support the following payment methods, which may vary depending on whether you are accessing the platform via desktop or mobile device:

· Credit card

· Apple Pay

· Alipay

· WeChat Pay

· PayPal

· Venmo

By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products, as well as any applicable shipping and handling charges, taxes and fees.

Weee! reserves the right, including without prior notice, to limit the quantity of items purchased per Weee! for Business Account for any reason. We will attempt to notify you should such limits be applied. Certain Products offered for sale on Weee! for Business may have restrictions on the quantity that can be ordered per Weee! for Business Account. You are not permitted to attempt to circumvent these restrictions, and any attempt to do so will be deemed a violation of these Terms of Service. Weee! reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Service, “reselling” will be defined as purchasing or intending to purchase any Product from Weee! for the purpose of engaging in a commercial sale of the same Product to a third party.

In addition to any other remedies available to it, Weee! may in its sole discretion restrict, suspend or terminate your Weee! for Business Account or cancel or refuse orders for violations or abuse of the Weee! for Business Return policy.

Section 8: Pricing Information; Availability

Weee! cannot confirm the price or availability of an item until after your order is placed. Pricing or availability errors may occur on Weee! for Business. The receipt of an order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product. Weee! reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from Weee!.

Section 9. Deliveries

Delivery is available only to commercial properties and is not available for residential apartment or condominium buildings. Within multi-floor buildings, an elevator must be accessible for delivery. The following requirements apply for delivery of purchases through a Weee! for Business Account:

· No parking restrictions or hours of operation can impede our ability to deliver between 8 a.m. and 5 p.m., Monday to Friday.

· All delivery areas must provide enough space to accommodate the use of hand trucks and pallet jacks.

· Deliveries must be made to only one location.

· Delivery does not include stocking of shelves or rotate merchandise.

In order to complete the delivery, a representative must be present. Please be aware that if we attempt to deliver your order and are unable to deliver an order due to any reason, this will result in a restocking fee of $25.

Section 10: Promotional Codes

Promotional codes are limited in nature and may expire or be discontinued with or without notice. Promotional codes are void where prohibited by law. Promotional codes may not be copied, sold, or otherwise transferred. They are not redeemable for cash and are subject to cancellation or change at any time for any reason without notice. We reserve the right in our discretion to impose conditions on the offering of any promotional code.

Section 11: Returns

Your purchases from Weee! for Business are governed by the Return Policy (available at https://www.sayweee.com/help/detail/1410), which may be updated by Weee! from time to time.

Section 12: Recalls

Our team investigates and acts on reported safety complaints and incidents to protect businesses from risks of injury related to our products. Our team monitors for, identifies, and executes recalls and safety alerts.

We monitor the products sold on our website for product safety concerns. In concerning situations, we may do the following:

· Remove the product from the website.

· Contact manufacturers for more information.

· Put warnings on the product detail page.

· Take other actions depending on the situation.

· Report product safety concerns to relevant government agencies.

We closely monitor public recall alert websites and receive notifications. When we learn of a recall or safety alert, we may remove the product from our store and supply chain to prevent unsafe products, as required by law.

You will immediately remove the recalled or impacted product(s) from your shelves and take all necessary steps to notify your customers of the recall in accordance with applicable laws and regulations.

For more information on current and past recalls, see the following external sites:

· www.recalls.gov (US government recalls)

· US Consumer Product Safety Commission (CPSC)

· National Highway Traffic Safety Administration (NHTSA)

· US Food & Drug Administration (FDA)

· US Department of Agriculture (USDA)

· U.S. Coast Guard's Boating (USCG) (USCG)

Section 13: Trade Control Laws

You acknowledge that (a) goods licensed or sold on Weee! for Business, and (b) any software or technology purchased, downloaded, or used from Weee! for Business, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and you agree to comply with all applicable laws.

You will, and will cause your subsidiaries and affiliates to, comply with all applicable U.S. export and import control laws and economic sanctions laws and regulations (including those laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 C.F.R. Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 C.F.R. Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 C.F.R. Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 C.F.R. Parts 500-599) and all comparable export and import laws outside the United States where you or your subsidiaries and affiliates conduct business (collectively, “Trade Control Laws”). You will establish and maintain internal controls, policies and procedures intended to provide reasonable assurance regarding compliance with all applicable Trade Control Laws.

None of you nor any of your subsidiaries or affiliates, is or is owned or controlled by, (x) any governmental entity subject to sanctions under applicable Trade Control Laws, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, or any other country or territory subject to comprehensive territorial sanctions by the United States or United Nations (“Sanctioned Countries”) or (y) individuals or entities identified on, or owned or controlled by or acting on behalf of entities identified on, applicable government restricted party lists (such as the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Denied Persons List, Unverified List, and Entity List) (collectively, “Restricted Parties”). None of you nor any of your subsidiaries or affiliates, will engage in or facilitate any activities with Sanctioned Countries or Restricted Parties.

None of you nor any of your subsidiaries or affiliates will (x) engage in or facilitate activities directly or indirectly related to any end-uses that are restricted by Trade Control Laws (including but not limited to nuclear, missiles, chemical or biological weapons end-uses) or (y) export, re-export, store, host or otherwise transfer your data (or data licensed to you), information, or other activities subject to any applicable export licensing requirement or authorization under Trade Control Laws without obtaining the appropriate export license or authorization, and will at all times comply with the terms and conditions of such export licenses and authorizations. Upon the request of Weee!, you will notify Weee! of the applicable export control classifications applicable to your products, software and technology, and any export licenses or authorizations.

You will be solely responsible for compliance with all applicable Trade Control Laws related to your use of Weee! for Business. You acknowledge that Weee! for Business is subject to the Export Administration Regulations (“EAR”), and you expressly assume all responsibility for exporting Products outside of the U.S. You further certify that you will comply with all applicable U.S. laws and regulations when exporting, re-exporting, or transferring Weee! for Business Products.

Section 14. Intellectual Property

Weee! for Business and all copyrights, trademarks, trade dress, and other intellectual property rights therein (collectively, the “IP”), are owned or controlled by or licensed to Weee!, and are protected by U.S. and international trademark, copyright, and other intellectual property laws. Subject to your compliance with these Terms of Service, and solely for so long as you are permitted by Weee! to use or access Weee! for Business, you may access, view, download, and print for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark, or other proprietary designations; (2) do not modify or alter Products in any way; and (3) do not provide or make available Products to any third party in a commercial manner. In addition, subject to your compliance with these Terms of Service, you may, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, install and use the Weee! App on a mobile device that you own or control, solely for your internal business purposes. If you fail to comply with any of the terms and conditions of these Terms of Service, you must immediately cease using the Weee! App and remove (i.e., uninstall and delete) the Weee! App from your device(s).

Section 15. Third Party Platforms

Weee! may allow you to purchase, receive, or use products, content, information, offers, and services from certain third-parties.

Except as expressly specified otherwise by Weee! in writing, to you or on the Platform, references on Weee! for Business to any names, marks, products, or services of third parties, or links to third-party Platforms or information, are not an endorsement, sponsorship, or recommendation of the third party or its information, products, or services. Weee! is not responsible for the content of any third-party linked Platform or any link contained in a linked Platform, including any third-party social media or mobile app platform with which Weee! for Business operates or otherwise interact, nor is Weee! responsible for the acts or omissions of any operator of any such Platform or platform. Your use of any such third-party Platform or platform is at your own risk, and will be governed by such third party's terms and policies (including its privacy policy).

Section 16. Push Notifications, Text Messages, and E-mails

You agree that Weee! may send you sales and marketing communications, such as by e-mail, app-based push notification through the Weee! app, or text messages. You can opt out of receiving Weee! sales and marketing communications at any time by following the unsubscribe instructions in those messages. This will not affect subsequent subscriptions and if your opt-in is limited to certain types of e-mails, the opt-out will also be so limited. Similarly, you can limit your receipt of push notifications by adjusting the settings of your mobile device.

You may be given the opportunity to opt in to Weee! message programs which provide updates regarding product information/availability, marketing messages, and promotional offers. These marketing messages may be autodialed, prerecorded or promotional and may be delivered via voice or text. You may opt out of receiving text messages at any time by replying "STOP" to the message. You may receive one confirming text. Message and data rates may apply. You may opt out of any voice telephone message program by following the directions provided during the telephone call.

Section 17. Privacy

You acknowledge that any personal information that you provide through Weee! for Business will be used by Weee! in accordance with Weee!’s Privacy Policy (available at https://www.sayweee.com/en/about/privacy-policy), which may be updated by Weee! from time to time.

You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to disclose to Weee! and its third-party service providers your mobile number, name, address, e-mail, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely to verify your identity and prevent fraud for the duration of the business relationship. See the Weee! Privacy Policy for how Weee! treats your data.

Section 18. Promotions

Weee!, at its sole discretion, reserves the right to offer promotions and discounts with different features and different rates to our Business Accounts, and may modify, suspend, terminate, or cancel any promotions or discounts at any time without notice and for any or no reason. A promotion or discount cannot be transferred or resold, cannot be used for non-qualifying or past orders, may be limited to specific products, may be subject to additional terms and conditions, and may be limited or rescinded. Only one (1) coupon can be used per order.

Abuse of any promotion or discount is a violation of our policy, and will result in order cancellation in addition to suspension or termination of the Business account.

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through Weee! for Business may be governed by rules that are separate from or supplement these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, the Promotion rules will govern.

Section 19. Disclaimer of Warranties

WEEE! FOR BUSINESS, AND ALL PRODUCTS, FUNCTIONALITY, AND OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH WEEE! FOR BUSINESS ARE PROVIDED BY WEEE! ON AN “AS IS” AND “AS AVAILABLE” BASIS. WEEE! DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF WEEE! FOR BUSINESS OR THE PRODUCTS, FUNCTIONALITY, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WEEE! DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WEEE! DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, FOR ANY MERCHANDISE OFFERED. YOU ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOUR USE OF WEEE! FOR BUSINESS IS AT YOUR SOLE RISK. THIS SECTION DOES NOT LIMIT THE TERMS OF ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF AN ITEM THAT IS SOLD BY WEEE! TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF WEEE! FOR BUSINESS AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF WEEE! FOR BUSINESS MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEEE! IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM WEEE! FOR BUSINESS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Weee! may make available features through Weee! for Business designed to help you control or limit purchasing activity or to analyze your purchasing activity. These features are provided for your convenience, but may not always be accurate, and do not limit your responsibility to pay for all purchases made by you.

Section 20. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WEEE! WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE EVEN IF AN AUTHORIZED REPRESENTATIVE OF WEEE! HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THIS DISCLAIMER APPLIES TO, BUT IS NOT LIMITED TO, ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION FAILURE, NETWORK OR SYSTEM OUTAGE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OF USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WEEE! WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY SELLER, SHOPPER, OR OTHER USER OF WEEE! FOR BUSINESS.

Section 21. Indemnification

You agree to defend (at Weee!’s option), indemnify, and hold Weee! harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of Weee! for Business or any breach by you of these Terms of Service. Weee! reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with Weee! if and as requested by Weee! in the defense and settlement of such matter.

Section 22. Disputes, Arbitration, Class Action Waiver, Severability, Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Section 23. Arbitration Agreement

If you are a Weee! Business Account member in the United States (including its possessions and territories), you and Weee! agree that any dispute, claim or controversy arising out of or relating in any way to these Terms and this Arbitration Agreement (“Dispute”), including all questions of arbitrability, shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by accepting these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision (to the exclusion of any conflicting state laws), and that you and Weee! are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Weee! Business Account

If you elect to seek arbitration, you must first send to Weee!, by certified mail, a written Notice of your claim ("Notice"). The Notice to Weee! must be addressed to: Legal Department, Weee! Inc., 47467 Fremont Blvd., Fremont, CA 94538 ("Notice Address") cc: legal@sayweee.com. If Weee! initiates arbitration, it will send a written Notice to the e-mail address used for your membership account. A Notice, whether sent by you or by Weee!, must (a) describe the nature and basis of the Dispute in sufficient detail to understand the sending Party’s position in relation to the Dispute; and (b) set forth the specific relief sought (“Demand”). If Weee! and you do not reach an agreement to resolve the Dispute within 30 days after the Notice is received, you or Weee! may commence an arbitration.

The arbitration shall be conducted by a sole arbitrator and will be administered by the American Arbitration Association ("AAA") and will be conducted pursuant to the AAA’s Commercial Arbitration Rules (“Commerical Rules") of the, as modified by this these Terms. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Terms of Services. All issues, including any questions arbitrability, are for the arbitrator to decide. Unless Weee! and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence, which shall not impact the seat, or legal place of the arbitration, which shall be New York, New York. The language of the arbitration shall be English.

The arbitrator shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages. Each Party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based.

YOU AND WEEE! AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Weee! agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding involving Weee!. Each Party shall bear its own arbitration filing fees. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorneys fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

Section 24. Severability

If (i) any dispute or claim subject to the Arbitration Agreement is filed as a class arbitration, class action, collective action, representative action, or Mass Action and (ii) if the Class Action and Mass Action Waiver is held invalid or unenforceable as to such dispute or claim, then the Arbitration Agreement does not apply to that dispute or claim and such dispute or claim must be brought in a court of competent jurisdiction. If any provision of Section 23 other than the Class Action and Mass Action Waiver is held invalid or unenforceable as to a particular dispute or claim, then such provision shall be severed from the Terms of Service, and the remainder of the Terms of Service shall be enforceable to the maximum extent permitted by law.

Section 25. Applicable Law

The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of Section 23 of these Terms of Service. If the FAA is found not to apply to any portion of Section 23 of these Terms of Service, then the applicable laws of the State of Delaware shall apply without regard to choice-of-law principles.

Section 26. Termination

These Terms of Service are effective unless and until terminated by either you or Weee!. You may terminate these Terms of Service at any time, provided that you discontinue any further use of Weee! for Business. We also may terminate these Terms of Service at any time and may do so immediately without notice, and deny you access to Weee! for Business, if in our sole discretion you fail to comply with any term or provision of these Terms of Service. The following sections will survive any termination of these Terms of Service: “Use of the Platforms,”, “Monitoring by Weee!”, “Merchandise,” “Third Party Platforms,” “Placing an Order,” “Shipping and Delivery,” “Export Policy,” “Intellectual Property” (excluding the rights granted to you in that Section), “Privacy,”,” “Indemnification,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Disputes and Arbitration; Applicable Law,” and “General”.

Section 27. General

These Terms of Service represent the complete agreement and understanding between you and Weee! and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms of Service. These Terms of Service do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Weee!. Headings used in these Terms of Service are for reference purposes only and in no way define or limit the scope of the section. Except as provided in Section 23 above, if any provision of these Terms of Service is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Service will remain in full force and effect. The failure of Weee! to act with respect to a breach of these Terms of Service by you or others does not constitute a waiver and will not limit Weee!'s rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Service without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under will Terms of Service without restriction. Any use of the term “including” or variations thereof in these Terms of Service will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to this these Terms of Service) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Section 28. How to Contact Us

Please contact Customer Service through the Help Center on our website if you have concerns, complaints, or feedback. If you have any questions or comments, please contact us at support@sayweee.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

For your reference, the State of California's Complaint Assistance Unit of the Division of the Consumer Services of The Department of Consumer Affairs may be contacted in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

As a California resident, under Proposition 65, you are entitled to notice when a Product contains a chemical, listed by and known to the State of California, to which exposure at a significant risk level can increase the risk of cancer and/or to be a reproductive toxicant. For information about Proposition 65, go to www.P65Warnings.ca.gov.

Section 29. Changes to Terms and Assignment

Weee! may, from time to time, change these Terms. Such revisions shall be effective immediately; provided however, for existing members, such revisions shall, unless otherwise stated, be effective 30 days after posting. Weee! may assign these Terms and any other agreements with you to any affiliated company or to any entity that controls all or substantially all of our business or assets related to the applicable Terms and/or Weee!.

Section 30. Communication Preferences

We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form only, to the contact information provided during your account registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.