OffreTop Terms of Service LAST UPDATED: September 09, 2019 PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER PROVISION, WHICH AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH OFFERUP, INC. BY ACCESSING OR USING OUR WEBSITE, APPLICATIONS OR OTHER PRODUCTS OR SERVICES (TOGETHER, THE “OFFERUP SERVICE”), YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE (“TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE OFFERUP SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON AS OUTLINED IN SECTION 17. These Terms apply to your access to and use of the OfferUp Service provided by OfferUp, Inc. (“OfferUp,” “we” and “us”). Additional terms (including, but not limited to, the terms of social media services, third-party payment processors, and third-party fulfillment providers) may apply to particular functionalities and features related to the OfferUp Service. Note: From time to time OfferUp introduces new features that may only be available to certain users. Provisions of these Terms of Service relating to such new features, including, at the present, the electronic payments and fulfillment solutions, may not apply to all users. 1. Eligibility ONLY USERS WHO ARE THIRTEEN (13) YEARS OF AGE OR OLDER MAY REGISTER FOR OR USE THE OFFERUP SERVICE. The OfferUp Service is not targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are between the ages of thirteen (13) and eighteen (18), you may use the OfferUp Service only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and any applicable additional terms. You further represent and warrant that you: (a) have not previously been suspended or removed from using the OfferUp Service; (b) are legally permitted to, and do, live in the United States or one of its territories, and (c) may enter into this agreement without violating any other agreement to which you are a party. If you are registering to use the OfferUp Service on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf. 2. Account Registration and Security Responsibilities In order to access certain parts of the OfferUp Service, you may be required to create an OfferUp account (an “Account”) or a seller payment account (“Stripe Account”) with Stripe, Inc. (“Stripe”). In connection with creating an Account or a Stripe Account, you must provide certain information (“Registration Data”) and answer all questions or fields marked “required.” You agree to: (a) provide true, accurate, current and complete Registration Data; (b) maintain and update such Registration Data to keep it true, accurate, current and complete; (c) maintain the security of your Account and the Stripe Account, including by maintaining the security and confidentiality of your login credentials; and (d) consent to allow OfferUp to contact you for the purpose of confirming some or all of your Registration Data, to conduct research and to resolve disputes, as OfferUp may elect to do from time to time. 3. Purchases From Other Users. A. Cash and Other Payments Determined by Users. A buyer may, by agreement with the seller, elect to make payment by cash, check or other payment method accepted by the seller. Such payments are made directly between the buyer and the seller when they meet in person to complete their purchase and sale transaction, pursuant to terms they determine. OfferUp is not a party to such transactions, and does not facilitate such transactions, refunds or returns in any manner. B. OfferUp Payment Solution. A buyer and seller may instead pay with and accept credit cards and other electronic payment methods (each an “Electronic Payment Method”) through the OfferUp Service. OfferUp has integrated with Stripe, a payment processing service, to allow sellers to accept certain Electronic Payment Methods from buyers using Stripe’s payment processing services (“OfferUp Payment Solution”). Buyers who wish to use the OfferUp Payment Solution must register an Electronic Payment Method with OfferUp, and sellers must enroll for the service through Stripe. Enrollment in and usage of the OfferUp Payment Solution is voluntary, so buyers should note that some sellers may not accept Electronic Payment Methods, or may only accept Electronic Payment Methods for certain transactions. OfferUp, in its sole discretion, may from time to time impose limits on your ability to make and/or receive payments through the OfferUp Payment Solution. Additionally, Stripe may impose its own limits and limitations on a seller’s use of the OfferUp Payment Solution. For instance, a seller’s enrollment in the OfferUp Payment Solution is subject to Stripe’s confirmation that the seller meets Stripe’s enrollment criteria. Sellers should refer to Section 2(d) below for information about the impact of failing to meet Stripe’s enrollment criteria. i. Buyers. As with any purchases made using cash, all purchases made using the OfferUp Payment Solution are made directly between the buyer and the seller when they complete their purchase and sale transaction, pursuant to the terms they determine. When you initiate a payment through the OfferUp Payment Solution, the seller processes your Electronic Payment Method using Stripe’s payment processing service. OfferUp is not a party to purchase and sale transactions completed using the OfferUp Payment Solution, and disclaims any and all responsibility to facilitate such transactions, except to provide an interface through which you can provide your Electronic Payment Method to Stripe to process on behalf of the seller. OfferUp further disclaims any and all responsibility to facilitate or provide refunds or returns in any manner, other than as expressly provided in the . ii. Sellers. By using the OfferUp Payment Solution to accept Electronic Payment Methods, you are entering into an agreement with Stripe subject to the terms of the , which includes the (collectively, the “Stripe Services Agreement”). Notwithstanding anything to the contrary in the Stripe Services Agreement, you will not have the right to have Stripe, and will not request that Stripe, transfer any buyer data Stripe collects via the OfferUp Payment Solution to an alternative payment processor. Except for the foregoing restriction that supersedes any rights you may have in the Stripe Services Agreement, the Stripe Services Agreement is separate from these Terms. OfferUp is not a party to the Stripe Services Agreement and will not be liable or responsible for the payment services provided by Stripe. If Stripe discontinues providing services in connection with the OfferUp Payment Solution, you authorize Stripe to share your payment method information with an alternative third-party payment processor that is or will be integrated into the OfferUp Payment Solution. iii. Seller Fees. You agree to pay the service fees (“Service Fees”) for the sales transactions you make using the OfferUp Payment Solution. The Service Fees include Electronic Payment Method processing fees to Stripe and service fees to OfferUp. OfferUp reserves the right to change the Service Fees from time to time. iv. Receiving Sales Proceeds. Upon completion of a sale in which the buyer uses the OfferUp Payment Solution, if you have not previously set up a Stripe Account, then you must set up a Stripe Account in accordance with the requirements specified by Stripe to receive the payment via the OfferUp Payment Solution. STRIPE MUST ACCEPT YOUR APPLICATION TO USE THE OffreTop PAYMENT SOLUTION BEFORE YOU CAN RECEIVE SALES PROCEEDS VIA THE OffreTop PAYMENT SOLUTION. IF STRIPE REJECTS YOUR APPLICATION OR YOU FAIL TO SET UP A STRIPE ACCOUNT WITHIN 90 DAYS AFTER COMPLETION OF A SALE PROCESSED BY STRIPE THROUGH THE OffreTop PAYMENT SOLUTION, THEN STRIPE MAY DISABLE OR LIMIT YOUR ABILITY TO RECEIVE SALES PROCEEDS VIA THE OffreTop PAYMENT SOLUTION. v. Acceptable Use Violations. YOUR RIGHT AND/OR ABILITY TO RECEIVE SALES PROCEEDS VIA THE OffreTop PAYMENT SOLUTION MAY BE REVOKED, DISABLED OR LIMITED IF THE PURCHASE OR SALE VIOLATES SECTION 7 (ACCEPTABLE USE) OF THESE TERMS, INCLUDING FOR SALES THAT VIOLATE THE PROHIBITED ITEMS GUIDELINES. vi. Transactions Final. Regardless of the payment method chosen, ALL PURCHASES ARE FINAL, AND THERE ARE NO REFUNDS, UNLESS YOU AND THE SELLER OTHERWISE AGREE AND MAKE ARRANGEMENTS FOR A REFUND. OffreTop will not be responsible for facilitating refunds, other than as expressly provided with respect to the . vii. Taxes. It is your responsibility to determine what, if any, taxes apply to each transaction you complete via the OffreTop Service, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. OffreTop is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any transaction you complete via the OffreTop Service. C. Shipping. From time to time, OffreTop may, in its sole discretion and pursuant to its , recommend a third party to allow sellers to ship purchased items to buyers. OffreTop is not a party to transactions conducted between buyers and sellers, or to the shipping of items from sellers to buyers, and, other than as expressly provided in the , OffreTop will not be liable for, and you release us from any liability to you for, any losses, damages, or delays related to shipping. You agree not to use the OffreTop shipping service to mail or cause to be mailed, or ship or cause to be shipped, any item purchased and sold through OffreTop in a manner that violates the law and/or United States Postal Service or shipping regulations, including but not limited to U.S. Postal Service Publication 52. You further warrant that any item you mail or ship contains no weapons, ammunition, explosives, living or infectious biological matter, human remains, pornography, alcohol, prescription drugs, illegal drugs, currency, dangerous goods, hazardous goods, or other goods that may not be shipped or mailed by law. As a seller, you assume full responsibility for compliance with all applicable laws and regulations, including those regarding mailing and shipping. Anyone who sends, or causes to be sent, a prohibited, illegal, or improperly packaged or labeled material can be subject to legal penalties such as civil penalties, fines and/or imprisonment, including but not limited to those specified in 18 U.S.C. § 1716 and 39 U.S.C. § 3018. i. Sellers. From time to time, OffreTop may, in its sole discretion, permit certain sellers to post their items for sale nationwide. Sellers will be charged a posting fee for any sale that results in an item being shipped. Sellers who choose to post nationwide must ship their items in accordance with OffreTop’s Shipping Policy. When a seller accepts a buyer’s offer to purchase an item to be shipped, the seller must print the pre-paid shipping label and mail the item within 3 business days of accepting the offer. The seller may cancel an accepted OffreTop until the package is initially scanned for mailing. The buyer’s payment, minus OffreTop’s nationwide posting fee, will be released to the seller typically 3 business days after delivery, provided that no Buyer Protection claims are made by the buyer. Buyer Protection claims may result in delay and/or cancellation of payment being released to the seller. ii. Buyers. From time to time, Buyers will be able to view items posted nationwide by sellers who have agreed to use the OffreTop shipping feature. For these items, the buyer is solely responsible to pay the cost of shipping the item from the seller. Buyers can cancel an offer to purchase an item for shipping up until the seller has accepted the offer. When a seller accepts a buyer’s offer to purchase an item for shipping, OffreTop will charge or put a hold on the buyer’s method of payment, pending delivery of the item. If there are any problems with the delivery or the item itself, please consult the OffreTop . For any undisclosed damage, incorrect or missing items, or items that are not as described, buyers must contact OffreTop within 2 days of delivery, otherwise OffreTop will deem the transaction closed and release the buyer’s payment to the seller. Please review the OffreTop to learn more. Buyers may also be given the option within the OffreTop Service to confirm the item purchased is as described after receiving and inspecting it. When done, OffreTop will also deem the transaction closed and release the buyer’s payment to the seller. 4. TruYou Feature. We may at times offer features enabling you to apply for or request certain badges (each, a “Badge”) to be associated with your OffreTop Service account, including through your account profile. We may make available the TruYou feature (“TruYou”), through which we may associate a TruYou Badge with certain users that have provided personal identification documents (e.g., a driver’s license) to us. The display of a TruYou badge indicates only that a user has provided OffreTop with such documentation. THE TRUYOU BADGE DOES NOT DESIGNATE, AND WE DO NOT REPRESENT OR WARRANT THAT, (A) WE HAVE VERIFIED THAT A USER WITH A TRUYOU BADGE IS THE PERSON THAT THEY CLAIM TO BE, (B) THAT A USER IS IN FACT THE PERSON IDENTIFIED IN ANY PERSONAL IDENTIFICATION DOCUMENT THAT USER HAS PROVIDED TO US, OR (C) THAT WE HAVE TAKEN ANY STEPS TO RUN A CRIMINAL OR OTHER BACKGROUND CHECK OR OTHERWISE MAKE AN ASSESSMENT OF A USER’S INTEGRITY OR CHARACTER. If you choose to use the TruYou feature, you represent and warrant to us that (a) any personal identification document that you provide to us is an unaltered and accurate image of your government-issued personal identification document that is without error, and (b) that you have all necessary permissions to provide such personal identification documents to us and your provision of such personal identification documents to us will not violate any law or regulation or cause us to be subject to any investigation, prosecution or legal action. DO NOT USE THIS FEATURE IF THE FOREGOING IS NOT TRUE. We may disclose your photo identification document or certain personal information you provide to our third-party service providers that may help us to detect inaccurate or fraudulent personal identification documents and related information. The TruYou feature and similar programs involving Badges may be discontinued at any time without notice, and we reserve the right to grant and revoke Badges for you or any other user at any time and without any liability to us. 5. Terms of Sale for OffreTop’s Paid Services. From time to time, OffreTop may make certain services available for a fee in connection with the OffreTop Service (“Paid Services”). The following terms of sale apply solely to your purchase of Paid Services from OffreTop. A. Fees. Unless otherwise agreed upon by OffreTop in writing, the fees payable in connection with any Paid Services (“Fees”) will be specified via the OffreTop Service. All Fees are denominated in U.S. dollars and are exclusive of any applicable taxes. B. Payment Method. You may only pay Fees using valid payment methods acceptable to us, as specified via the OffreTop Service. You represent and warrant that you are authorized to use the payment method you designate via the OffreTop Service. You authorize us to charge your designated payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid or is otherwise not acceptable to us, your order may be suspended or cancelled. C. Subscriptions. CERTAIN OF THE PAID SERVICES PROVIDED BY OffreTop MAY BE OFFERED ON A SUBSCRIPTION BASIS WITH AUTO-RENEWING PAYMENTS (“SUBSCRIPTION SERVICES”). THE BILLING PERIOD FOR EACH TYPE OF SUBSCRIPTION SERVICE WILL BE AS SPECIFIED VIA THE OffreTop SERVICE AT THE TIME OF REGISTRATION. WHEN YOU REGISTER FOR ANY SUBSCRIPTION SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) OffreTop (OR ITS DESIGNATED THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS FOR THE SUBSCRIPTION SERVICE (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) AT THE THEN-CURRENT RATES FOR AS LONG AS THE SUBSCRIPTION SERVICE CONTINUES, AND (II) THE SUBSCRIPTION SERVICE WILL CONTINUE UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE OffreTop SERVICE IN ACCORDANCE WITH THESE TERMS. D. Cancellation Policy For Subscription Services. TO CANCEL ANY SUBSCRIPTION SERVICE, YOU MUST CONTACT US THROUGH OUR HELP CENTER VIA OUR MOBILE APP OR WEBSITE (WWW.OffreTop.COM) AND FOLLOW THE INSTRUCTIONS IN THE EMAIL WE SEND YOU IN RESPONSE TO YOUR CANCELLATION REQUEST. YOU MUST CANCEL A SUBSCRIPTION SERVICE BEFORE THE START OF THE NEXT BILLING PERIOD IN ORDER TO AVOID CHARGES FOR THE NEXT BILLING PERIOD’S FEES. FOLLOWING ANY CANCELLATION, YOU WILL CONTINUE TO HAVE ACCESS TO THE SUBSCRIPTION SERVICES (SUBJECT TO THESE TERMS) THROUGH THE END OF YOUR CURRENT BILLING PERIOD. E. Price Changes. OffreTop RESERVES THE RIGHT TO MODIFY THE FEES FOR ANY PAID SERVICES, INCLUDING ANY SUBSCRIPTION SERVICES, FROM TIME TO TIME IN ITS SOLE DISCRETION. FOR SUBSCRIPTION SERVICES, PRICE CHANGES WILL APPLY TO THE NEXT BILLING PERIOD. F. Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to your purchase of Paid Services. We will collect applicable sales tax if we determine that we have a duty to collect sales tax, and will provide notice of such taxes at the time you place your order. G. No Refunds. Except as provided in Section 5(H), or as otherwise expressly agreed upon by OffreTop, all sales of Paid Services (including any Subscription Services) are final and there are no refunds. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION SERVICES PERIODS. H. Errors. In the event of an error in connection with the pricing or charging of Paid Services, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel the purchase and refund any amount charged. Your sole remedy in the event of a billing error is to obtain a refund for the excess amount charged. To be eligible for such refund, you must provide notice of any such error within 120 days of the date of the billing statement in which such error first appeared. 6. Discontinuance of the OffreTop Service OffreTop may, in its sole discretion and without liability to you, modify, discontinue, terminate, suspend or shut-down (temporarily or permanently) all or any portion of the OffreTop Service at any time, without prior notice. Upon any such action by OffreTop, you must immediately stop using the OffreTop Service. You may also cancel your Account at any time, as described in Section 15 below. In addition, the TruYou feature and similar programs involving Badges may be discontinued at any time without notice. 7. Acceptable Use When accessing or using the OffreTop Service, you agree that you will not violate any law, contract, intellectual property or other third- party right or commit a tort. Without limiting the generality of the foregoing, you agree that you will not do, and will not permit any third party to do, any of the following: Engage in any unauthorized use of the OffreTop Service (including, without limitation, political campaigning, advertising, or marketing); Transmit or otherwise make available any content that: (1) you do not have the right to provide or transmit using the OffreTop Service, (2) may expose OffreTop or its affiliates, licensors, or users to any harm or liability, or (3) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, unlawful, untrue, or otherwise objectionable; Upload to, transmit, distribute, store, create, or otherwise sell or offer for sale anything that violates our . Transmit or otherwise make available any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; Originate, send, deliver, relay or otherwise transmit unsolicited commercial email or other messages through the OffreTop Service; Copy any portion of the OffreTop Service or any underlying content or source code; Reverse engineer, disassemble or decompile any portion of the OffreTop Service or otherwise attempt to discover or re-create the source code to any software; Distribute the software or source code behind the OffreTop Service to any third party; Make any modification, adaptation, improvement, enhancement, translation or derivative work of or to any portion of the OffreTop Service; Remove, alter, or obscure any copyright or other proprietary notices of OffreTop or its affiliates or licensors in any portion of the OffreTop Service; Obscure or disable any advertisements that appear on or through the OffreTop Service; Use any type of automated means, including without limitation any harvesting bot, robot, spider, script, crawler, scraper or other automated means or interface not provided by OffreTop, to utilize the OffreTop Service or to collect or extract data; Access without authorization any networks, systems, or databases used in providing the OffreTop Service or any accounts associated with OffreTop Service, or to access or use any information therein for any purpose; Attempt to probe, test, hack, or otherwise circumvent any security measures; Violate any requirements, policies, procedures or regulations of any network connected to the OffreTop Service; Use the OffreTop Service in any manner that could damage, disable, overburden, or otherwise impair the OffreTop Service (or the networks connected to the OffreTop Service); Interfere with or disrupt the use and enjoyment by others of the OffreTop Service, including without limitation attempting, in any manner, to obtain the password, account, or other security information of any other user; Falsely state, impersonate, or otherwise misrepresent your identity; Provide false information during Account creation or when using the TruYou Badge or the OffreTop Payment Solution, or otherwise provide false, inaccurate or misleading information; Create more than one Account or create an Account on behalf of anyone other than yourself without permission; Use or attempt to use another user’s Account without authorization; Attempt to pay for an item using the OffreTop Payment Solution with an Electronic Payment Method that you either do not own or are not validly authorized to use; Use the OffreTop Service in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person; Use the OffreTop Service in any manner that exposes OffreTop to any harm or liability of any nature; Use the OffreTop Service to infringe or violate the intellectual property rights or any other rights of anyone else (including OffreTop); Develop any third-party applications that interact with the OffreTop Service without OffreTop’s prior written consent; Use the OfferUp Service to engage in any illegal or unauthorized purpose or to engage in, encourage, or promote activities that are unlawful, misleading, malicious or discriminatory, including, but not limited to violations of these Terms, illegal gambling, fraud, money-laundering, or terrorist activities; Transfer any rights granted to you under these Terms; or Encourage or induce any third party to engage in any of the activities prohibited under this section. If you violate any of the foregoing, OffreTop reserves the right to suspend or terminate your right to access and use the OffreTop Service immediately without notice, and you will have infringed OffreTop’s intellectual property and other rights, which may subject you to prosecution and damages. OffreTop also reserves the right to take any remedies it deems appropriate under the circumstances if you have purchased or sold items that are in violation of this Section 7. OffreTop reserves the right at all times to monitor, review, retain and disclose any information regarding your use of the OfferUp Service as necessary to satisfy any applicable law, regulation, legal process or governmental request. You also acknowledge and agree that OfferUp is not responsible or liable for the conduct of, or your interactions with, any users of the OfferUp Service (whether online or offline). Your interactions with other users are solely between you and such users and we are not responsible or liable for any loss, damage, injury or harm which results from these interactions. In addition, enforcement of these Terms is solely in our discretion, and the absence of enforcement in some instances does not constitute a waiver of our right to enforce these Terms in other instances. These Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the OfferUp Service will not contain any content that is prohibited by these Terms. 8. User Content . Amendments. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the OffreTop Service and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the OffreTop Service unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the OffreTop Service after such changes become effective. Your continued use of the OffreTop Service following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the OffreTop Service. . Severability. If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. D. Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof. . Relationship. OffreTop is an independent contractor for all purposes, and is not your agent or trustee. You are not an agent of OffreTop. F. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from OffreTop, including by operation of law or in connection with any change of control. OffreTop may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval. . Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections. . Survival. Sections 16 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnity), 20 (Arbitration), 21 (Governing Law; Venue), this Section 22 (Miscellaneous), and any other term that, by its nature, should survive, will survive any termination or expiration of these Terms. © 2019 OffreTop,

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