STYR TERMS OF SERVICE

Effective February 23, 2024

1. ACCEPTANCE OF THESE STYR TERMS OF SERVICE.

These Terms of Service are entered into by and between You and STYR Trade, Inc., a Delaware corporation (collectively, “STYR,” “we,” “our”, or “”). The following terms and conditions, together with any documents they expressly incorporate by reference govern your use of and/or purchase of products or services (“Services”) from https://www.styrtrade.com/ (the “Website”), including any content, functionality, and Services offered on or through the Website (collectively, “Terms of Service”).

The Website allows users to purchase consumer Product(s) (as defined below) without taking physical custody of such Product(s). Users may then resell their Product(s) via our live marketplace. Alternatively, users may request to withdraw and request delivery of their Product(s) which will be shipped to them.

Please read the Terms of Service carefully before you start to use the Website, or engage in our Services. By using the Website, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, which can be found at https://styrtrade.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are eighteen (18) years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with STYR and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

These Terms of Service are subject to binding arbitration and a waiver of class action rights as detailed in Section 29. Please read them carefully. If you do not agree with the arbitration provisions and class action waiver contained herein, please do not use any of the Services.

2. CHANGES TO THE TERMS OF SERVICE.

(a)We may revise and update these Terms of Service, including but not limited to suspending or discontinuing the Website or any service, feature, or product offered through the Website at any time and from time to time in our sole and absolute discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Venue section below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

(b)Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. You further agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or any service, content, feature or product offered through the Website.

3. ELIGIBILITY. You must be at least eighteen (18) years old to use the Website or Services. If you are below 18 years old, do not provide or use any of the Website’s information. In the event we discover that we have gathered or obtained Personal Information from an individual under 18 years old, we will promptly remove it. If you are the parent or guardian of a minor under the age of 18 whom you suspect has provided us with their Personal Information, contact Us to request the deletion of said Personal Information.

4. LICENSE. Subject to your continued compliance with these Terms of Service, STYR grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services for your own personal or commercial purposes. STYR reserves all rights in and to the Services and Website not expressly granted to you under these Terms of Service.

5. ACCESSING THE WEBSITE AND ACCOUNT SECURITY. We reserve the right to withdraw or amend this Website, and any Services or material we provide on the Website, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. You are responsible for both (i) making all arrangements necessary for you to have access to the Website; and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

6. ACCOUNT USE AND USER INFORMATION.

(a) User Account. You must create a user account (“Account”) in order to access the Services and use the Website. By using our Website and/or establishing an Account you agree to: (i) provide accurate, true, current, and complete information when registering to create your Account and use the Website; and (ii) promptly update and maintain your information to ensure it is kept accurate, current, and complete.

(b) User Information. If you provide false or incomplete information, or if we have reasonable suspicion of such, we may suspend or terminate your account. STYR shall not be liable for any disruption in Services caused by the failure to maintain accurate Account information. By using our Website you agree that you are responsible for password protection and any activity associated with your account. In addition, you agree not to permit others to access your account or password, as this will compromise its security.

7. DWOLLA ACCOUNT AND STYR BALANCE.

(a) In order to use payments functionality within STYR, you must open a “Dwolla Account” provided by Dwolla, Inc. (“Dwolla”), which will be specific to STYR, even if you use Dwolla for other services. In order to open a Dwolla Account you must accept the Dwolla Terms of Service and Privacy Policy. The current Dwolla Terms of Service are available at: https://www.dwolla.com/legal/dwolla-account-terms-of-service. The current Dwolla Privacy Policy is available at https://www.dwolla.com/legal/privacy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account.

(b) You authorize STYR to collect and share with Dwolla your personal information including your full name, date of birth, social security number, physical address, email address and financial information, and you are solely responsible for the accuracy and completeness of that data. Personal information, such as social security number, date of birth, and financial information, will be encrypted and sent directly to Dwolla, without being viewed or otherwise stored by STYR (however, you expressly note that Dwolla’s financial partners will be storing your personal information in accordance with their data retention policies. You understand that you will access and manage your Dwolla Account through STYR, and Dwolla account notifications will be sent by STYR, not Dwolla. To the extent practicable, STYR will provide customer support for your Dwolla Account activity, and can be reached at STYR Trade, support@styrtrade.com and/or (833) 855-6342.

(c) The amount of funds you have available in your Dwolla Account will constitute your “STYR Balance” and will be reflected in your Account on STYR. You will have the ability to view, fund, or withdraw from your STYR Balance on the Website.

8. PURCHASESAND WITHDRAWALS.

(a) The Website will provide you with the opportunity to purchase or sell Product(s). For purposes of these Terms of Service, “Products” are physical goods and may include footwear, apparel, collectibles, luxury designer items, accessories, home goods, and other items listed on the Website from time to time. Purchasing Products on the Website grants the Account holder: (1) legal title to Product, and (2) the right to request physical withdrawal of the Product from our storage facility (see Section 11 below) upon payment of certain fees, as further described below. Account holders also have the right to transfer or sell ownership of the Products to a subsequent purchaser.

(b) Account holders have two ways to purchase Products. First, Products can be purchased directly from STYR and/or its affiliates (“Direct Purchase”). Secondly, you can purchase Products from other sellers on STYR (“Consignors”) participating in our consignment services (“Consignment Services”) via the Marketplace (as defined below).

(c) In order to make a purchase via the Website, you will be required to have sufficient funds in your STYR Balance and have a sufficient amount of Buying Power. “Buying Power” is defined as the total amount of your STYR Balance minus amounts pending in relation to any active Bids (as defined below) you have placed, or other transactions which have not cleared.

(d) If you are making a Direct Purchase, you may purchase a listed Product for the fixed price listed on the STYR Direct page.

(e) If you are making a Purchase from a Consignor via the Marketplace, you may purchase Products by either: (i) purchasing via the fixed price set forth for immediate purchase (“Buy Now”), or (ii) placing a winning Bid (“Winning Bid”).

(f) Once you have successfully purchased a Product, either via Buy Now or Winning Bid, the purchase price (plus the Transaction Fee) will be immediately deducted from your STYR Balance, and the Product will be displayed on your My Portfolio page of the Website (your “Portfolio”).

(g) Products will be stored at our secure storage facilities on a “Consignment Basis,” meaning that you (not STYR), will own and hold title to the Product, while the Product remains physically in our possession. At no point will STYR hold title to a Product stored by us on a Consignment Basis.

(h) STYR is insured for all Products in its physical possession stored on a Consignment Basis up to the replacement value of the Product. If a Product is damaged, stolen, or lost while in STYR’s possession, we will reimburse you for the lesser of (i) the replacement value, as determined by our insurer, at the date and time such Product is appraised, or (ii) the amount of insurance proceeds actually received for such Product.

(i) You may choose to resell a Product listed in your Portfolio, as a Consignor, by listing it for sale in the Marketplace. Pricing for such Product(s) will be set by you. In the event you sell a Product in the Marketplace, the sales price, minus any applicable transaction fees (as defined below) will be immediately deposited into your STYR Balance. The Product will be removed from your Portfolio and transferred to the subsequent purchaser’s Portfolio, and you will relinquish any title to the Product to such subsequent purchaser. Upon completion of the sale, your rights in and to the Product will be considered fulfilled and extinguished, and neither STYR nor any purchaser shall have any future business obligations owed to you in relation to the Product.

(j) At any time, you may request physical delivery of any Product contained in your Portfolio. We will ship the Product to the address you have listed on your Account. This process is known as “Withdrawal.” A “Withdrawal Fee,” constituting a percentage of the purchase price you paid for the Product, as set forth at the time of Withdrawal, will be charged to your STYR Balance. Additionally, flat-fee shipping costs will be set forth at the time delivery is requested (“Shipping Fee”). The Withdrawal Fee and the Shipping Fee are non-refundable, and will be deducted directly from your STYR Balance before the Product is shipped. In order to initiate a Withdrawal, you must have sufficient STYR Balance to pay the Withdrawal Fee and the Shipping Fee. Upon completion of the Withdrawal process, your interest and rights in and to the Product shall be considered fulfilled and extinguished, and STYR shall have no future business obligations owed to you in relation to the Product.

9. MARKETPLACE.

(a) STYR provides a platform through its Website and Services, enabling Consignors to list and sell Products they have previously purchased via the Website within a live marketplace (the “Marketplace”). In the Marketplace, Consignors may list a Product for sale, and buyers (“Buyers”) may place bids (“Bids”). A Buyer placing a Bid for a Product is entering into a binding agreement to purchase said Product at its Bid price. The “Sell Now” feature allows Consignors to be automatically matched with the highest bidding Buyer. Here, the contract for sale is deemed concluded once the Consignor confirms the transaction by clicking the “Sell Now” button.

(b) Consignors are also afforded the option to enable a Buyer to purchase an item at a fixed amount (“Buy Now Option”). This feature facilitates an automatic matching of Buyers with a Consignor, based on the lowest overall asking price for an item. The contractual agreement for purchase using the “Buy Now” feature is finalized at the point where the Buyer completes the transaction through clicking the “Buy” button.

(c) STYR provides the Marketplace for Consignors and Buyers to negotiate and finalize transactions. The contract formed upon the completion of a sale via the Marketplace is strictly between the Consignor and the Buyer – STYR is not a party to such contract except as an intermediary. In its capacity as the provider of the Marketplace, STYR acts as a commercial agent to facilitate transactions between Consignors and Buyers. Consignors set prices in the Marketplace, not STYR and STYR has no ability to control, or otherwise have any discretion with respect to, such prices.

10. PAYMENTS, FEES & TAXES.

(a) A mandatory transaction fee (“Transaction Fee”) shall be charged to both (i) all purchasers of Products, and (ii) all Consignors selling Products via the Consignment Services. The Transaction Fee will be calculated as a percentage of the total sales price of the applicable Products and set forth at the time of the transaction. In addition, applicable sales taxes will be assessed on each purchase of Products when you elect to Withdraw and have such Products shipped to you. The Transaction Fee and the appropriate sales tax will be deducted from your STYR Balance upon initiation of the transaction.

(b) Upon the Withdrawal of a Product, and dispatch of shipment, buyers shall pay the Withdrawal Fee and Shipping Fees, along with any associated taxes and fees set forth at the time of Withdrawal. All amounts will be deducted from your STYR Balance upon initiation of the transaction. If there is an insufficient amount of funds in your STYR Balance to account for all appropriate Transaction Fes, Shipping Fees, Withdrawal Fees, sales tax and/or any other fees imposed by STYR, then your Products will not be released until such time as full payment is received by STYR.

(c) Upon the dispatch of a shipment of physical goods, STYR will collect and remit the relevant sales tax for the purchase of Products on your behalf, as indicated by the destination address.

(d) You are responsible at all times for maintaining sufficient STYR Balance in your Account to cover any applicable fees (including the Transaction Fee and the Shipping Fee) and taxes.

11. STORAGE & DELIVERY.

(a) STYR offers secure storage services, free of charge, in which we will use reasonable care to store and safeguard from damage the Products (“Storage Services”).

(b) When utilizing the Storage Services, you hold an obligation to maintain accurate shipping information on your Account. By utilizing the Storage Services, you acknowledge and agree that STYR is not responsible for any shipping errors caused by any failure to provide and maintain accurate shipping information within your user Account.

(c) STYR reserves the right at any time, in STYR’s sole and absolute discretion, to terminate its Storage Services. In the event STYR terminates its Storage Services, we will provide advance notice to you and ship you any Products you own stored by us. In this event, the Withdrawal Fee and Shipping Fees, shall be waived, but we may charge other fees or taxes to you as required by applicable law. Upon shipping a Product to you under the terms of this Section 11, any obligations associated with the Product are considered fulfilled and extinguished, and STYR shall have no future business obligations owed to you in relation to the Product.

12. PRICING & FEE ERRORS. In the event that the Consignment Services or Products are priced incorrectly due to a technological or typographical error, we reserve the right to refuse Services or unwind a Marketplace transaction. We may refuse or cancel such Services even if a winning Bid has been confirmed and you are waiting for the sale to be finalized. If you have been charged any amounts and your Product sale is canceled or unwound, we will credit you with the amount of the charge promptly.

13. REPRESENTATIONS AND WARRANTIES.

(a) You represent and warrant that you possess the legal capacity and authority to enter into and comply with these Terms of Service, and that neither you nor the Products enrolled in the Consignment Services are subject to any government-denied parties lists, embargoes, or similar legal restrictions. You also affirm that you are the sole and rightful owner of the Products, holding clear and unencumbered title to them, and that the Products are, and will remain, free from any liens, claims, encumbrances, or security interests.

(b) You represent and warrant that you have the absolute right to sell and transfer ownership of the Products without causing a breach of any agreements, laws, or obligations to any third parties, inclusive of intellectual property rights and contractual rights. Your continued participation in the Consignment Service affirms ongoing compliance with these Representations and Warranties.

14. USER DISPUTES. If there is a dispute between you and any other user or users of the Services, you agree that STYR is under no obligation to become involved in such dispute. You hereby release, hold harmless, and indemnify STYR and its affiliates, licensors, and service providers, and its and their respective officers, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns (collectively, the “STYR Parties”) from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any transactions, agreements, interactions, dealings, and/or communications between you and any other users and/or any resulting disputes. If you are a California resident, you shall hereby waive California Civil Code Section 1542 which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

15. NO REFUNDS, EXCHANGES, OR SWAPS.

(a) ALL SALES ARE FINAL. NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE PRODUCT.

(b) STYR offers a live marketplace and prices fluctuate based on supply and demand in real-time. As such, once a transaction is consummated, we are unable to offer returns, exchanges, refunds, or swaps. You can always resell an item in the Marketplace if you no longer wish to keep it.

(c) Notwithstanding the foregoing, in the event STYR makes a mistake (such as shipping the wrong Product or shipping to an address other than the address listed on your Account), we will work with you to resolve the issue as quickly as possible.

(d) If you experience a problem with the Services or a Product, please contact us at support@styrtrade.com. If we have made an error or mistake with a Product you have withdrawn, you must contact us in writing within five (5) days after receiving the item with a detailed description of the problem.

16. SITE CONTENTS.

(a) The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by STYR, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

(b) STYR name, the terms, STYR logo, and all related names, logos, product and service names, designs, and slogans are trademarks of STYR or its affiliates or licensors. You must not use such marks without the prior written permission of STYR. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

(c) You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

(i) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

(ii) You may store files that are automatically cached by your Web browser for display enhancement purposes;

(iii) You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution; and

(iiii) If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

(d) You must not:

(i) Modify copies of any materials from this site;

(ii) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or

(iii) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

(e) If you wish to make any use of material on the Website other than that set out in this section, please address your request to: support@styrtrade.com.

(f) If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by STYR. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

17. PROHIBITED USES. You agree that you are solely responsible for your conduct in connection with the Services. Any unauthorized use of the Website or the Services automatically terminates the licenses granted to you by STYR pursuant to these Terms of Service and can result in the suspension or termination of your Account. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable laws or regulations. By way of example, and not as a limitation, you may not (and will not attempt to), and may not allow any third party acting on your behalf to, act:

(i) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

(ii) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

(iii) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent (which consent may be granted, withheld, conditioned and/or delayed in our sole and absolute discretion), including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

(iv) To impersonate or attempt to impersonate STYR, a STYR employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

(v) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm STYR or users of the Website, or expose them to liability.

(b) Additionally, you agree not to:

(i) Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;

(ii) Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;

(iii) Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent;

(iv) Use any device, software, or routine that interferes with the proper working of the Website;

(v) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(vi) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;

(vii) Attack the Website via a denial-of-service attack or a distributed denial-of-service attack;

(viii) Provide false or misleading information to STYR;

(ix) Use the Services to advertise, market, or sell any third-party product or service, except as expressly permitted in these Terms of Service;

(x) Pose as another person or entity;

(xi) Transferring your account to another person;

(xii) Transacting for Products utilizing third-party services or platform (off-Marketplace transactions);

(xiii) Place, or allow to be placed, with respect to any Product contained within the Marketplace, any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest, title retention device, conditional sale or other security arrangement, collateral assignment, claim, adverse claim of title, ownership or right to use, restriction, infringement, interference or other encumbrance of any kind, whether absolute or contingent; and

(xiv) Otherwise attempt to interfere with the proper working of the Website.

18. INVESTIGATIONS AND INTEGRITY OF SERVICES.

(a) STYR may, but is not obligated to, monitor or review the Website and Services at any time. If STYR becomes aware of any possible violations by you of any provision of these Terms of Service, STYR reserves the right to investigate such violations, and STYR may, in its sole and absolute discretion, immediately terminate your license to use the Services, in whole or in part, without prior notice to you.

(b) STYR is dedicated to maintaining the integrity of the Marketplace and the Services we offer and may take steps to protect the Services as determined by STYR in our sole and absolute discretion. In the event STYR suspects or believes you have engaged in fraud or market manipulation, or otherwise attempts to interfere with the integrity of the Services, or for no reason at all, STYR reserves the right to (i) refuse or cancel any listings made available through our Services; (ii) restrict or terminate listings for any reason; (iii) impose limitations on your ability to create listings in the future; (iv) unwind transactions; (v) deduct amounts from your STYR Balance for expenses and costs incurred by STYR as a result of your actions; or (vi) notify relevant authorities of potential illegal activities. If we need to cancel part or all of your listings or request more information, we will promptly contact you. If your listing is canceled or unwound after you have been charged a fee, we will issue a credit to your STYR Balance in the amount of the charge.

(c) We may share your information with law enforcement and professional advisers under an obligation of confidentiality as part of an investigation related to any alleged violation of law or these Terms in accordance with our Privacy Policy, and we may respond to all inquiries initiated by law enforcement or other governmental agencies.

19. PRIVACY. Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. These Terms of Service incorporate by reference the terms and conditions of the Privacy Policy which can be found at https://styrtrade.com/privacy.

20. LINKS TO OTHER WEB SITES AND SERVICES.

(a) If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no, and expressly disclaim any, responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

(b) Third-Party Services Terms. The Services may contain or in some cases, integrate with STYR’s Services, certain third-party services (“Third-Party Services”). When you click on a link to access or use a Third-Party Service, STYR may not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. You may be required to agree to Third-Party Services’ terms of service and/or privacy policy to use the Third-Party Services. Such Third-Party Services are not under the control of STYR. STYR does not endorse or assume any responsibility for any such Third-Party Services. STYR will not be liable in any way for the acts or omissions of third-parties, the terms of service or privacy policy or its failure to adhere to its terms of services or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such Third-Party Services. STYR provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave the Services, these Terms of Service and its policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You expressly relieve STYR of any and all liability arising from your use of any such Third-Party Service.

21. CONSENT TO RECEIVE COMMUNICATIONS. By providing your mobile number, e-mail address, or any other contact information, you agree to be contacted by STYR by the methods provided, including calls, texts and e-mails. These communications may include service-related or information messages, such as progress tracking, appointment reminders, and other notifications related to your services or the Website. If you receive multiple types of communications, we may unsubscribe you from the most recent service or inquire about which services that should be stopped. Depending on your mobile carrier, you may be charged message and data rates. Note that withdrawing consent may limit the information you receive and limit the functionality of the Website and services.

(a) STYR may also record all or part of your communications with us for quality assurance, training, and service delivery purposes, such as to improve our services and Website. Recorded communications include audio and/or video. These recordings are kept confidential, and will not be displayed to the public unless required by law, such as in response to a court order. Your use of the Website constitutes agreement and consent to these recording practices and purposes, as outlined in the Privacy Policy https://styrtrade.com/privacy.

22. ELECTRONIC COMMUNICATIONS.

(a) By using the Website, accessing your account, or sending us e-mails, messages, or other communications by way of any device, you are communicating with us electronically. By engaging in these types of activities, you consent to receive electronic communications from us. In addition, you acknowledge and agree that: (i) all consents and agreements may be signed electronically; and (ii) any notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirements that such notices and communications be in writing.

(b) To help verify and keep your information secure, STYR, or your service provider, may contact you via telephone, or e-mail. They may also request additional information from you to ensure that you are not fraudulently using the Website. Failure to provide this information in the requested manner may result in the suspension, discontinuation, or denial of your use of the Website and access to your account until the information is provided to us as requested.

23. GEOGRAPHIC REGIONS. The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

24. DISCLAIMER OF WARRANTIES.

(a) YOU UNDERSTAND THAT THE SERVICES ARE IN “BETA” AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS AND YOU ACCEPT THE SERVICES “AS-IS.” WE MAKE NO REPRESENTATIONS, PROMISES OR GUARANTEES THAT THE SERVICES WILL EVER BE GENERALLY RELEASED.

(b) TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

(c) YOUR ACCESS TO AND USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES, PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHILE STYR WILL USE ITS BEST EFFORTS TO ACCURATE ASSESS THE AUTHENTICITY OF ALL PRODUCTS LISTED ON THE WEBSITE, NO ASSURANCES CAN BE GIVEN THAT SUCH ASSESSMENTS AND/OR THE PRODUCTS THEMSELVES WILL BE ACCURATE, CURRENT OR OTHERWISE INDICATIVE OF SUCH PRODUCT’S ACTUAL VALUE. NEITHER STYR NOR ANY PERSON ASSOCIATED WITH STYR MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER STYR NOR ANYONE ASSOCIATED WITH STYR REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES, PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES, PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

(d) TO THE FULLEST EXTENT PROVIDED BY LAW, STYR HEREBY EXPRESSLY DISCLAIMS ANDY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

(e) YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.

(f) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(g) Other Acceptances. You accept and acknowledge that:

(i) You are aware that Products have no extrinsic value and should NOT be considered an investment of any kind. Any future benefits are entirely incidental and you agree that you are not relying on any future commitments by STYR and/or any of its affiliates.

(ii) You have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable law of utilizing the Services, and assume all financial risks associated with acquiring Products.

(iii) You understand that STYR, and the Services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit your ability to access or use the Services. New regulations or policies may materially adversely affect the development of the Services and the utility of the Marketplace.

(iv) You are solely responsible for determining what, if any, taxes apply to your transactions of Products and other activities using the Services. STYR is not responsible for determining the taxes that apply to Marketplace transactions. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes that may apply on STYR’s net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services (including, without limitation, any taxes that may become payable as the result of your ownership, or transfer of Products, and any activity conducted by you when using the Services). Except for income taxes levied on STYR, you: (i) will pay or reimburse STYR for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from your STYR Balance or from payments made to STYR pursuant to these Terms of Service.

(v) There are risks associated with using our Services, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to your account; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, and that Products may become untransferable. You accept and acknowledge that STYR will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience, however caused.

(vi) Nothing pertaining to your participation in the Services is intended to be an offering of securities or trading of commodities in any jurisdiction nor does it constitute an offer to purchase shares, securities, or other financial products. It remains your sole responsibility to assure that use of the Marketplace and our Services is in compliance with laws and regulations in your jurisdiction.

25. LIMITATION ON LIABILITY.

(a) TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL STYR, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR MANAGERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY PRODUCT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STYR’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO STYR FOR THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (B) FIVE HUNDRED DOLLARS AND ZERO CENTS ($500.00). YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO STYR FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM STYR, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

26. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless STYR and the STYR Parties from and against any claims, demands, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to (a) your violation of these Terms of Service or your use of the Website, the Marketplace, and the Services; (b) any Products you obtained via the Website; (c) your violation of any law or the rights of a third party; or (d) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

27. GOVERNING LAW AND VENUE.

(a) All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(b) Subject to the agreement to arbitrate below, any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey, in each case located in the County of Bergen, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

28. DISPUTE RESOLUTION.

(a) Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and STYR agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of these Terms of Service or any part of it (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party sixty (60) days in which to respond to or settle the Dispute. Notice shall be sent (a) to STYR at 600 Meadowlands PKWY, Suite 146A Secaucus, NJ 07094 and (b) to you at the addresses provided to STYR on your Account, unless otherwise provided.

(b) Both you and STYR agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.

29. ARBITRATION AGREEMENT.

(a) DISPUTE RESOLUTION. PLEASE READ THIS ARBITRATION TERMS OF SERVICE CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTE WITH STYR AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM STYR. THIS SECTION 29 IS REFERENCED HERETO AS AN “ARBITRATION AGREEMENT”.

(b) Applicability of Arbitration Agreement. To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute shall be resolved through binding individual arbitration. You agree that any Dispute will be resolved by binding arbitration, rather than in court, except that you or STYR may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms of Service or any prior version of these Terms of Service.

(c) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send an email requesting arbitration and describing your dispute or claim or request for relief to us at support@styrtrade.com. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement to be void or voidable. The arbitration will decide the rights and liabilities, if any, of you and STYR. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator cannot act as an amicable composer and will have to decide the dispute according to the rules of law. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under Applicable Law, the arbitral forum’s rules, and these Terms of Service (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and STYR.

(e) Waiver of Jury Trial. YOU AND STYR HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and STYR are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 29(b) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Service as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(f) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that Applicable Law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in the County of Bergen, state of New Jersey. All other disputes, claims, or requests for relief shall be arbitrated.

(g) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@styrtrade.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(h) Severability. Except as provided in Section 29(f) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with STYR.

30. TERMINATION. With the exception of the Arbitration Agreement, and the sections in these Terms of Service titled Disclaimer of Warranties, Limitations of Liability, Indemnification, Governing Law and Venue, Dispute Resolution and Miscellaneous all of which shall survive the termination of these terms, these terms are effective unless and until terminated by either you or STYR. You may terminate your agreement to be bound by these Terms of Service at any time by contacting us and requested that we terminate your Account. STYR also may terminate these Terms of Service, and any licenses granted to you, at any time without notice, and accordingly may deny you access to the Services and Website, if in our sole judgment you fail to comply with any term or provision of the terms and conditions contained herein. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.

31. MISCELLANEOUS.

(a) No waiver by STYR of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of STYR to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

(b) If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

(c) The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and STYR regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

(d) Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

(e) We may assign our rights and obligations under these Terms of Service, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

(f) Assignment. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without STYR’s prior consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

(g) Export Control. You may not use, export, import, or transfer the Services except as authorized under the laws of the United States of America, the laws of the jurisdiction in which you obtained the Services, and any other Applicable Laws.

(h) Force Majeure. STYR shall not be liable or deemed in breach of these Terms of Service if STYR has any delay or failure to perform the Services or any portion of thereof from causes beyond STYR’s control, including, but not limited to (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of these Terms of Service; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the impacted party.

(i) Notice. You may give notice to STYR under these Terms of Service by email to support@styrtrade.com.

(j) Severability. Whenever possible, each provision of these Terms of Service shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of these Terms of Service is held invalid or unenforceable, the remainder of these Terms of Service shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision and shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties.

(k) No Waiver. A delay or failure by either party to exercise any right or partial right shall not be deemed to constitute a waiver of any such right or any other rights hereunder. A consent or waiver by either party to a failure of any express or implied term of these Terms of Service on one occasion will not be deemed a waiver of any other provision or such provision to any subsequent failure.

(l) Entire Agreement. These Terms of Service, together with any webpages, documents or policies incorporated into these Terms of Service by reference, including the Privacy Policy, constitute the entire agreement and understanding between you and STYR relating to the matters contemplated by these Terms of Service and supersede any and all prior or contemporaneous written and oral agreements, negotiations, representations, commitments, writings, communications and other understandings (if any) relating to the subject matter of the terms.