Style Alert
    # Material Wrld, Inc. DBA <br /> Material World Terms of Use

    <small> LAST MODIFIED: NOVEMBER 19, 2020</small>

    THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS,
    LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

    THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY
    TRIALS OR CLASS ACTIONS.

    BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS OF USE.

    YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS OF USE, (B) ARE
    NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH MATERIAL WRLD,
    INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE&#39;S CONTENTS OR GOODS
    BY APPLICABLE LAW.

    1. ACCEPTANCE OF THE TERMS OF USE
    2. CHANGES TO THE TERMS OF USE
    3. ACCESSING THE WEBSITE AND ACCOUNT SECURITY
    4. INTELLECTUAL PROPERTY RIGHTS
    5. TRADEMARKS
    6. PROHIBITED USES
    7. INFORMATION PROVIDED TO THE COMPANY OR POSTED AT THE COMPANY WEBSITE
    8. RELIANCE ON INFORMATION POSTED
    9. LINKS TO THIRD PARTY SITES
    10. LINKS TO THIRD PARTY INTEGRATIONS
    11. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711)
    12. CHANGES TO THE WEBSITE
    13. INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE
    14. OFFICIAL RULES TO OUR FASHION TRADE IN PROGRAM
    15. CLOSURE OF OUR MATERIAL BOX SERVICE
    16. OFFICIAL RULES TO OUR STYLE ALERT SERVICE
    17. PAYMENTS
    18. SMS
    19. ACCOUNT SHOPPING CREDIT
    20. GOODS NOT FOR RESALE OR EXPORT
    21. FORCE MAJEURE
    22. GEOGRAPHIC RESTRICTIONS
    23. DISCLAIMER OF WARRANTIES
    24. LIMITATION ON LIABILITY
    25. INDEMNIFICATION
    26. NO JOINT VENTURE
    27. GOVERNING LAW AND JURISDICTION
    28. ARBITRATION
    29. LIMITATION ON TIME TO FILE CLAIMS
    30. WAIVER AND SEVERABILITY
    31. ENTIRE AGREEMENT
    32. YOUR COMMENTS AND CONCERNS

    ## 1. Acceptance of the Terms of Use

    These terms of use are entered into by and between you and Material Wrld, Inc. DBA Material World (the &quot;
    **Company​**&quot;, &quot; **we​**&quot; or &quot; **us​**&quot;). The following terms and conditions, together
    with any documents they expressly incorporate by reference (collectively, these &quot; **Terms of Use​**&quot;),
    govern your access to and use of https://www.materialworld.co (the &quot;Website​&quot;) including any content,
    functionality and services offered, whether as a guest or a registered user.

    Please read the Terms of Use carefully before you start to use the Website.

    **By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy,
    found at​ ​** [**https://www.materialworld.co/privacy-policy/​**](https://www.materialworld.co/privacy-policy/)
    **, incorporated herein by reference.**

    If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

    This Website is offered and available to users who are 18 years of age or older, and reside in the United States
    or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal
    age to form a binding contract with the Company 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.

    ## 2. Changes to the Terms of Use

    We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective
    immediately when we post them, and apply to all access to and use of the Website thereafter.

    Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree
    to the changes. You are expected to check this page each time you access this Website so you are aware of any
    changes, as they are binding on you.

    ## 3. Accessing the Website and account security

    We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website,
    in our sole 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. From time to time, we may restrict access to some parts of the
    Website, or the entire Website, to users, including registered users.

    You are responsible for: (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
    Use and comply with them.

    To access the Website or some of the resources it offers, you may be asked to provide certain registration
    details or other information. It is a condition of your use of the Website that all the information you provide
    on the Website is correct, current and complete. You agree that all information you provide to register with
    this Website or otherwise is governed by our Privacy Policy
    ([**https://www.materialworld.co/privacy-policy/**](https://www.materialworld.co/privacy-policy/)), and you
    consent to all actions we take with respect to your information consistent with our Privacy Policy.

    If you choose, or are provided with, a user name, password or any other piece of information as part of our
    security procedures, you must treat such information as confidential, and you must not disclose it to any other
    person or entity. You also acknowledge that your account is personal to you and agree not to provide any other
    person with access to this Website or portions of it using your user name, password or other security
    information. You agree to notify us immediately of any unauthorized access to or use of your user name or
    password or any other breach of security. You also agree to ensure that you exit from your account at the end of
    each session. You should use particular caution when accessing your account from a public or shared computer so
    that others are not able to view or record your password or other personal information. You are solely
    responsible for the activity that occurs on your account.

    We have the right to disable any user name, password or other identifier, whether chosen by you or provided by
    us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any
    provision of these Terms of Use.

    ## 4. Intellectual property rights

    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 the Company, 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.

    These Terms of Use permit you to use the Website for your personal, non-commercial use only. 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 (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, or (iv) 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.

    You must not (i) modify copies of any materials from this Website, (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 Website

    If you wish to make any use of material on the Website other than that set out in this intellectual property
    rights provision, please address your request to: **legal@materialworld.co**

    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 Use, your right to use the Website will cease 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 the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms
    of Use and may violate copyright, trademark and other laws.

    ## 5. Trademarks

    The Company name, the terms MATERIAL WRLD and MATERIAL WORLD, and all related names, logos, product and service
    names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such
    marks without the prior written permission of the Company. All other names, logos, product and service names,
    designs and slogans on this Website are the trademarks of their respective owners.

    ## 6. Prohibited uses

    You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use
    the Website: (i) in any way that violates any applicable federal, state, local or international law or
    regulation (including, without limitation, any privacy laws, intellectual property laws, laws regarding the
    export of data or software to and from the US or other countries, and regulatory requirements); (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, including any &quot;junk mail&quot;,
    &quot;chain letter&quot; or &quot;spam&quot; or any other similar solicitation; (iv) to impersonate or attempt
    to impersonate the Company, a Company employee, another user or any other person or entity (including, without
    limitation, by using e-mail addresses or screen names associated with any of the foregoing); or (v) to engage in
    any other conduct that restricts or inhibits anyone&#39;s use or enjoyment of the Website, or which, as
    determined by us, may harm the Company or users of the Website or expose them to liability.

    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&#39;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 unauthorized
    purpose 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
    which 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; or (viii) otherwise attempt to interfere with the proper working of the Website.

    In the event you gain access to information or material not intended to be accessed by you, you agree that you
    will immediately notify us and destroy all copies of such information in your possession and not forward such
    information to any third-parties. For this notice you may contact us at **legal@materialworld.co**.

    ## 7. Information Provided to the Company or Posted at the Company Website

    Other than personal information that you may submit in order to submit an employment application through the
    Site, we do not claim ownership of the materials or information you provide to us (including feedback and
    suggestions) or post, upload, input or submit to any Site or its associated services (collectively
    &quot;Submissions&quot;). However, by posting, uploading, inputting, providing or submitting your Submission you
    are granting us, our affiliated companies and necessary sub licensees permission to use your Submission in
    connection with the operation of the Site and its businesses including, without limitation, the rights to:
    utilize, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat
    your Submission; and to publish your name in connection with your Submission, except to the extent prohibited by
    law. None of the Submissions shall be subject to any obligation of confidence on our part and we shall not be
    liable for any use or disclosure of any Submissions. Without limitation of the foregoing, we shall be entitled
    to unrestricted use of the Submissions for any purpose without compensation to the provider of the Submissions.
    All personal information provided to this Site will be handled in accordance with the Site&#39;s online Privacy
    Policy [hyperlink], the terms of which are incorporated into these Terms.

    By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own
    or otherwise control all of the rights to your Submission as described in this section including, without
    limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

    In the course of using the Site, you may submit your personal information and/or the personal information of
    others. It is your responsibility to ensure this information is accurate and up-to-date.

    We are under no obligation to post or use any Submission you may provide and may in our sole discretion remove
    any Submission at any time, for any reason, without notice to you.

    ## 8. Reliance on information posted

    The information presented on or through the Website is made available solely for general information purposes.
    We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such
    information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance
    placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of
    its contents. This Website may include content provided by third parties, including materials provided by other
    users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements
    and/or opinions expressed in these materials, and all articles and responses to questions and other content,
    other than the content provided by the Company, are solely the opinions and the responsibility of the person or
    entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are
    not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by
    any third parties.

    ## 9. Links To Third Party Sites

    The Site may contain links to other websites (&quot;Linked Sites&quot;). The Linked Sites are not under our
    control and we are not responsible for the contents of any Linked Site, including without limitation any link
    contained in a Linked Site, or any changes or updates to a Linked Site. By providing these links, we do not
    endorse, sponsor or recommend such sites or the materials disseminated by or services provided by them, and are
    not responsible for the materials, services or other situations at or related to or from any other site.

    We are not responsible for webcasting or any other form of transmission received from any Linked Site. We are
    providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by
    us of the site or any association with its operators. We reserve the right to disable links from any third-party
    sites to the Site.

    Please exercise discretion while browsing the Internet and using the Site. You should be aware that when you are
    using the Site, you could be directed to other sites that are beyond our control. There are links to other sites
    from the Site pages that take you outside of the Site. This includes links from sponsors and content partners
    that may use our logo(s) as part of a co-branding agreement. These other sites may send their own cookies to
    users, collect data, solicit personal information, or contain information that you may find inappropriate or
    offensive.

    We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party
    site that links to or from the Site or third-party content on the Site. We do not endorse any of the
    merchandise, nor have we taken any steps to confirm the accuracy or reliability of, any of the information
    contained in such third-party sites or content. We do not make any representations or warranties as to the
    security of any information (including, without limitation, credit card and other personal information) you
    might be requested to give any third party, and you hereby irrevocably waive any claim against with respect to
    such sites and third-party content. We strongly encourage you to make whatever investigation you feel necessary
    or appropriate before proceeding with any online or offline transaction with any of these third parties.

    ## 10. Links to Third Party Integrations

    We may provide links to third party integrations. Third party integrations are websites or platforms that
    synchronize with our Site to provide you with additional functionality, tools, or services such as processing
    payment, accepting job applications or providing locations.

    You acknowledge and agree we are not responsible for the availability of such sites or resources and do not
    endorse and are not responsible or liable for any content, advertising, goods, services or other materials on,
    available through, or provided by such sites or resources.

    We are not responsible for the privacy or other practices of such sites and cannot guarantee the security of any
    of your personal information that you provide or is collected by such sites. We encourage you to review the
    privacy policies and terms and conditions on those linked sites.

    ## 11. Electronic Communications Privacy Act Notice (18 U.S.C. 2701-2711)

    We make no guarantee of confidentiality or privacy of any communication or information transmitted on the site
    or any website linked to the site. We will not be liable for the privacy of the information, e-mail addresses,
    registration and identification information, disk space, communications, confidential or trade-secret
    information, or any other content transmitted over networks accessed by the site, or otherwise connected with
    your use of the site.

    ## 12. Changes to the Website

    TWe may update the content on this Website from time to time, but its content is not necessarily complete or
    up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no
    obligation to update such material.

    ## 13. Information about you and your visits to the Website

    All information we collect on this Website is subject to our Privacy Policy
    ([**https://www.materialworld.co/privacy-policy/**](https://www.materialworld.co/privacy-policy/)). By using the
    Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy
    Policy.

    ## 14. Official rules to our Fashion Trade In Program

    The following official rules (&quot; **Rules**&quot;) govern your participation in our pre-owned designer
    fashion Trade In program (the &quot; **Program**&quot;) made available through our Website. Participation in the
    Program constitutes your acceptance of these Rules, so please review carefully.

    ### About the Program

    To participate in the Program, you simply request a complimentary Trade-In Shipping Label from our Website, fill
    it up with designer fashion items that comply with these Rules (the &quot;Qualified Items&quot;), and drop it
    off at the appropriate carrier of the label provided.

    All risk of loss or damage to the Qualified Items will pass to us when we take physical possession of the
    Qualified Items. If you use the provided label and current shipping carrier arrangement, in cases where the
    tracking information indicates incomplete delivery or loss of a package, we will insure the Qualified Items at
    market resale value of the Qualified Items up to $300. Similarly, in the event you and we fail to complete a
    transaction, but instead your Qualified Items are returned via current shipping carrier, and where tracking
    information indicates an incomplete delivery or loss of your Qualified Items, we will insure your Qualified
    Items at market resale value up to $300.

    If the submitted Qualified Items are brands on our Accepted Brands List
    ([**https://www.materialworld.co/brands/**](https://www.materialworld.co/brands/)) and comply with our
    guidelines and these Rules, we&#39;ll make a guaranteed price offer for those Qualified Items within several
    business days after pricing the Trade In. If you choose to accept our offer, you are able to redeem your
    earnings through (i) shopping credit or (ii) cash out via PayPal with no transaction fee. By choosing shopping
    credit, you will earn an additional increase to your offer. Once you have selected either (i) shopping credit or
    (ii) cash out via PayPal, this amount is non-transferrable and the transaction cannot be reversed. If you
    decline all or any part of our offer, we will ship your Qualified Items back to your provided address. Our offer
    on the value of your Qualified Items is determined by leveraging our proprietary pricing engine, which is based
    on fair market resale value taking into consideration, the brand, category, condition, trend and seasonality of
    your Qualified Items.

    For any items that do not comply with our guidelines, at your option, we will (i) donate all items or liquidate
    those items to our partner(s) or (ii) return all items back to your provided address. If you choose to have your
    items returned, a flat fee of $10 per transaction will occur. This fee will be deducted from (i) your completed
    Trade In offer or (ii) charged to your card on file. If we do not have a card on file in your Material World
    Account, you will be asked to provide one in order to process your returns. We will return all items to you if
    no response is recorded on your account 5 days after sending you an offer.

    By electing to either (i) accept our offer for your Qualified Items, (ii) have us donate or liquidate your
    items, or (iii) have us return your items back to you, you agree that we are authorized to perform the requested
    action on your behalf. We are not responsible for any inadvertent elections and once an election is made, we
    will be unable to reverse our actions. Also, for the avoidance of doubt, any decrease to your Material World
    earnings due to a cash transfer to your PayPal account will be final and irreversible.

    We only accept fashion items in new or like-new condition with no stains, odors, rips, or missing parts.
    Jewelry, watches, swimwear, intimates, stained, ripped, altered, overworn, pilled, odorous, or counterfeit
    items, children&#39;s wear, or brands not on our Accepted Brands List, are not accepted under the Program. We
    reserve the right to withhold any further Material Kit requests if you do not follow our Rules or our brands and
    quality standards requirements.

    ### Closure of Material World Balance

    The &quot;Material World Balance&quot; program which began on 08/21/2017 was closed on 05/20/2019. The Material
    World Balance was the form of earnings for &quot;Qualified Items&quot; from the &quot;Trade In service&quot;
    which remained in a customers account and could be redeemed as:

    (i) shopping credit for equal monetary value or

    (ii) cash to a users PayPal account with a 3% deduction in value at any given time after an offer was accepted.

    As of 05/20/2019, while unredeemed Material World Balance from past Trade Ins can no longer be converted to
    shopping credit for equal monetary value, it can continue to be cashed out to a users PayPal account with a 3%
    transaction fee. All future earnings will not hold in Material World Balance. If you choose to accept a future
    Trade In offer, you are able to redeem your earnings through:

    (i) shopping credit or

    (ii) cash out via PayPal with no transaction fee.

    By choosing shopping credit, you will earn an additional increase to your offer. Once you have selected either:

    (i) shopping credit or

    (ii) cash, this amount is non-transferable and the transaction cannot be reversed.

    ### Eligibility

    To participate in the Program, you need to be at least 18 years of age, have a valid e-mail address, and be a
    resident of the United States.

    We reserve the right to reject any submission item that we believe may infringe on or otherwise violate the
    rights of any third parties or that does not comply with these Rules. Any determinations will be at our sole
    discretion and will be final.

    Failure to comply with these Rules may result in disqualification from the Program and we reserve the right to
    permanently disqualify any person it believes has intentionally violated these Rules. The Program is subject to
    all federal, state and local laws and regulations. Void where prohibited by law.

    ### Scheduling of Trade In

    To be eligible for the Program, you must ensure the filled up Trade In is dropped off at the appropriate carrier
    of the label provided within six (6) months after requesting such Trade-In shipping label from our Website. We
    keep track of all our prepaid shipping labels. All Trade Ins shipped out and tracked by our carriers within six
    (6) months after the label request date will qualify for the Program. Note that pricing quotes are updated real
    time based on our proprietary pricing engine and accepted brands are updated quarterly online at

    [**https://www.materialworld.co/brands/**](https://www.materialworld.co/brands/) on or around the first date of
    each calendar quarter based on market trends and season, and the offer for your items will be made based on the
    pricing quotes of the date we receive your Trade In.

    ### Taxes

    You are responsible for the payment of any federal, state and/or local taxes arising out of your participation
    in the Program.

    ### Title Transfer

    Once you elect to accept our offer for your Qualified Items and the offer value for such Qualified Items is
    added to your Material World Credit, good and valid title to such Qualified Items will be transferred to us,
    free and clear of all liens. For the avoidance of doubt, as the owner of such transferred Qualified Items, we
    will have the right to use such transferred Qualified Items in any packaging, selling, advertising, marketing,
    promotion or for any other commercial or non-commercial purpose, without further payment or consideration to
    you.

    We are not responsible for the loss of any items sent to us by mistake, including items left in your belongings
    (e.g., cash or earrings left in a handbag you traded in). You are ultimately responsible for sending only what
    you originally intended to send to Material World.

    As conditions of entry into this Program and by trading in your items, you represent and warrant that (i) you
    own beneficially and of record, and possess good and valid title to, such items, free and clear of all liens,
    (ii) you have all rights necessary to transfer good and valid title to the items, free and clear of all liens,
    to us, and (iii) the items are authentic and do not infringe on the intellectual property, privacy, publicity
    rights, trademarks, copyrights, or any other legal or moral rights of any third party.

    ### PayPal

    Should you elect to transfer any portion of your Material World Balance to your PayPal account, you authorize
    Material World to deduct 3% from such transferred portion of your Balance as a service fee. This fee does not
    apply to any deductions from Material World Credit. Material World is not responsible for any issues relating to
    your PayPal account. Any portion of your Material World Balance transferred to your PayPal account will be
    governed by the terms of service and privacy policy of PayPal.

    ### Lost or Stolen Property

    We do not allow the exchange of stolen property through the Program because it violates state, federal, and
    international law. We also strongly support efforts by law enforcement to investigate attempts to sell stolen
    property through the Program.

    We may withhold or delay, or refuse to process any transaction that we, in our sole discretion, deem fraudulent,
    suspicious, in violation of these Rules, or believe will impose liability on us, our subsidiaries, affiliates or
    any of their respective officers, directors, employees, representatives and agents. If we suspect any illegal
    activity, we will proactively notify relevant law enforcement agencies and assist in any resulting investigation
    or prosecution.

    For any lost items, including items lost in transit by a third party carrier and indicated as such by the
    tracking information, we agree to insure the market value up to $300 total value for items lost and business
    compensation commensurate with the circumstance.

    ## 15. Closure of our Material Box Service

    The &quot;Material Box&quot; program which began on 09/06/2017 was closed on 10/31/2020. Any Material World
    shopping credit earned through Material Box can be spent purchasing items from our &quot;Style Alert&quot;
    program. Shopping credit cannot be cashed out or withdrawn.

    ### About Material Box returns

    Returns postmarked later than the end of the four days will only be issued a refund in shopping credit within 24
    hours of item receipt and will not be refunded back to the original form of payment. Any returns delivered later
    than 30 days will only be issued a 30% refund in shopping credit within 24 hours of item receipt and will not be
    refunded back to the original form of payment. Any exceptions permitting a return postmarked later than the end
    of the four days must be requested in a timely manner and may be granted at the sole discretion of Material
    World. Credits to your account for shipped merchandise claimed as not received are subject to our investigation.

    By submitting your payment information to us, you authorize us to charge your card (i) for the recurring
    non-refundable $49 styling fee and (ii) for any merchandise kept by you, the customer or (iii) for merchandise
    not returned to our facility within 10 days of initial receipt. We reserve the right to attempt to charge your
    card on file up to 6 times from initial attempted charge. If after 7 attempts we are unable to successfully
    collect payment, we reserve the right to hand off your failed payment to a collection agency.

    All items must be returned in their original condition with tags attached. Any items returned without tags or in
    different conditions than they were originally sent in will be considered as items mailed in for our Trade In
    service and priced accordingly in their offer.

    All items are final sale and cannot be returned for refunds after purchase.

    ## 16. Official rules to our Style Alert Service

    The following official rules (&quot;Rules&quot;) govern your participation in our pre-owned designer fashion
    Style Alert service (the &quot;Chat Service&quot;) made available through our Website. Participation in the Chat
    Service constitutes your acceptance of these Rules, so please review carefully.

    ### About the Chat Service

    Material World offers the Style Alert service (the &quot;Chat Service&quot;) which provides a personalized
    styling experience giving you access to pre-owned and re-purchased designer items.

    To subscribe to the Chat Service, simply submit your style preferences on your Customer Style Profile and pay
    the initial $49 styling fee. Material World reserves the right to charge the $49 recurring Styling Fee based on
    the Subscription cadence. The $49 styling fee is non-refundable. If you do not wish to receive the Chat Service,
    you can easily pause or cancel by reaching out to our customer service team at **info@materialworld.co**
    Monday-Friday 9am-4:30pm EST.

    When you sign up to the Chat Service, you agree and acknowledge that (i) you agree to accept messages directly
    from your Material World stylist, (ii) you authorize Material World to charge your credit card on file for any
    item you choose to purchase by responding with BUY (or confirm you wish to purchase using other language),
    including sales tax depending on your location and shipping fees of $5 for clothing and $10 for shoes/handbags,
    (iii) you understand that given the unique desirability of the items you will receive, Material World will only
    be able to offer any refunds in the form of shopping credit and will not issue refunds to the card on file, (iv)
    your Subscription has an initial and recurring non-refundable monthly payment charge at a rate of $39 per month
    for the styling fee, (v) your Chat Service subscription will be automatically renewed for successive monthly
    periods, (vi) your payment method will be automatically charged for each successive monthly period at a rate of
    $49 per month for the styling fee until you cancel your Chat Service subscription, and (vii) you accept
    responsibility for all recurring monthly charges prior to cancellation, including where applicable any charges
    processed by Material World after the expiration date of your payment card.

    When your stylist finds a pre-owned designer piece they think you will like, they will send a chat message to
    you and you can respond with a simple BUY or PASS (or other variations of such answers). Each item is uniquely
    desirable, and it will sell on a first come first serve basis. If you respond with BUY (or confirm you wish to
    purchase using other language), we&#39;ll confirm the order by charging your shopping credit and credit card on
    file. Due to our unique inventory, your stylist is not obligated to send messages to you if our inventory does
    not match your needs.

    By submitting your payment information to us, you authorize us to charge your card for any merchandise purchased
    by you, the customer. We reserve the right to attempt to charge your card on file. If at checkout, your primary
    credit card on file declines the payment, you will need to provide another form of payment or ensure the card on
    file has sufficient funds. You can provide another form of payment by following this link
    [https://www.materialworld.co/settings/payment/](https://www.materialworld.co/settings/payment/). Please note,
    if you update your payment the card added will be set to your default payment.

    Material World will cover all return shipping costs by providing a prepaid shipping label. Contact our customer
    service team at info@materialworld.co Monday-Friday 9am-4:30pm EST for assistance. All items must be returned in
    their original condition with tags attached. Any items returned without tags or in different conditions than
    they were originally sent in will be considered as items mailed in for our Trade In service and priced
    accordingly in their offer.

    Refunds to purchased items will be issued a refund in shopping credit within 3 business days of item receipt and
    will not be refunded back to the original form of payment. Any returns delivered later than 30 days will only be
    issued a 30% refund in shopping credit within 3 business days of item receipt and will not be refunded back to
    the original form of payment.

    Credits to your account for shipped merchandise claimed as not received are subject to our investigation. We
    will adjust your account at our discretion. Repeated claims of undelivered merchandise may result in the
    cancellation of your membership.

    ### Styling Affiliate Program

    Material World offers the styling affiliate program for style influencers (&quot;Influencer&quot;) which
    provides the Chat Service performed by Influencer.

    Influencer will have full access to the Company&#39;s pre-owned and re-purchased designer items via the
    Company&#39;s unique styling interface. Influencer can style select clients for free or for a monthly Styling
    Fee paid by the clients. Material World reserves the right to charge the recurring Styling Fee based on the
    Influencer you sign up to. The Styling Fee is non-refundable. If you do not wish to receive the Chat Service
    performed by Influencer, you can easily pause or cancel your Chat Service by reaching out to our customer
    service team at [**info@materialworld.co**](mailto:info@materialworld.co)Monday-Friday 9am-4:30pm EST.

    When you sign up to the Chat Service performed by Influencer, you agree and acknowledge that (i) you agree to
    accept WhatsApp messages directly from your Influencer, (ii) you authorize Material World to charge your credit
    card on file for any item you choose to purchase by responding with BUY (or confirm you wish to purchase using
    other language), including sales tax depending on your location and shipping fees of $5 for clothing and $10 for
    shoes/handbags, (iii) you understand that given the unique desirability of the items you will receive, Material
    World will only be able to offer any refunds in the form of shopping credit and will not issue refunds to the
    card on file, (IV) you understand that products offered by Influencer are neither owned by them nor shipped from
    their location, (V) you understand Influencer is not responsible for lost or damaged goods, and (VI) when the
    agreement between Influencer and the Company ends, you will have an option to switch to the Chat Service
    performed by a Material World stylist.

    ### Eligibility

    To participate in the Chat Service, you need to be at least 18 years of age, have a valid e-mail address, credit
    card, WhatsApp, and be a resident of the United States.

    We reserve the right to reject any submission item that we believe may infringe on or otherwise violate the
    rights of any third parties or that does not comply with these Rules. Any determinations will be at our sole
    discretion and will be final.

    Failure to comply with these Rules may result in disqualification from the Chat Service and we reserve the right
    to permanently disqualify any person it believes has intentionally violated these Rules. The Chat Service is
    subject to all federal, state and local laws and regulations. Void where prohibited by law.

    ### Taxes

    You are responsible for the payment of any federal, state and/or local taxes arising out of your participation
    in the Program.

    ## 17. Payments

    You agree to pay the Company all fees and charges incurred in connection with the products and services you
    purchase or subscribe to through the Company (&quot;Paid Services&quot;), including any applicable taxes or late
    fees, at the rates in effect when incurred.

    When you pay for Paid Services with a credit card, we may use a third-party payment processor (the &quot;Payment
    Processor&quot;) to bill you through a payment account linked to your Account (&quot;Billing Account&quot;). You
    authorize us, through the Payment Processor, to charge your chosen payment provider (your &quot;Payment
    Method&quot;) and you agree to make payments using your selected Payment Method. If we do not receive payment
    from your credit card issuer or agent, you agree to pay all amounts due on your Billing Account upon demand.

    You agree you will

    - provide complete, accurate, and up to date information for your Billing Account,
    - promptly update billing information as necessary (e.g., change in billing address, credit card number or
    expiration date),
    - promptly notify us, or the Payment Processor, if your payment method is canceled (e.g., the credit card is
    lost or stolen), and
    - promptly notify us if you become aware of a potential breach of security (e.g., any unauthorized use or
    disclosure of your Account username or password.

    You agree that we may continue to charge you for Paid Services, unless you have terminated your Paid Services,
    if you fail to provide us with any of the information listed above.

    Payment processing will be subject to the terms, conditions and privacy policies of the Payment Processor, in
    addition to this Terms of Use. We are not responsible for errors by the Payment Processor and we reserve the
    right to correct any errors or mistakes that we or the Payment Processor make, even if we or the Payment
    Processor have requested or received payment.

    ## 18. SMS

    By providing your mobile phone number at the creation of your Material World account, you are providing your
    express written consent to receive Short Message Service or text (SMS/MMS Alerts Services) messages from
    Material World via automated technology, including via automatic telephone dialing systems, for marketing and
    non-marketing messages at the mobile number provided.

    You agree to the following terms and conditions of this agreement. You certify that you are authorized (i) to
    enroll the designated mobile phone number in the SMS/MMS Alerts, and (ii) to incur any message or data charges
    that may be incurred. By participating in the SMS/MMS Alerts, you approve and agree to being solely responsible
    for any message and date rates that may apply based on your carrier&#39;s plan.

    The amount and frequency of SMS/MMS Alerts you receive will be dependent on the frequency of use from the
    services provided. Consent to receive Material World text messages is not a condition of purchase. However, to
    receive updates from your stylist, you will need to provide Material World with an alternate form of
    communication.

    To stop the SMS/MMS Alerts, text or reply STOP to any of the messages you recieve from Material World. You will
    receive a one-time opt-out confirmation text. If you change your mobile phone number, you agree to opt out of
    the Alerts prior to changing your mobile number.

    You must have a two-way text-enabled phone with a compatible carrier and plan. If your mobile operator is not
    participating, you will not receive a reply to your messages. Prepaid users may not be able to participate.

    You agree to indemnify, defend, and hold Material World harmless from any third party claims, liability,
    damages, or costs arising our of your use of SMS Alerts or from you providing us with a phone number that is not
    your own. You agree that we will not be liable for any failed, delayed, or misdirected delivery of any
    information sent through the SMA program, any errors in such information, or any action you may or may not take
    in reliance on the information or SMS program.

    Please read the terms and conditions relating to SMS messages carefully when you submit your mobile number to
    us.

    ## 19. Account Shopping Credit

    Shopping Credit offered to you will be non-transferable and available for purchasing items through the Material
    Box and/or Style Alert service for a period of one (1) year after the issued date.

    Any such Shopping Credit remaining in your account more than one (1) year after the issued date will expire and
    cannot be transferred to another form of payment.

    ## 20. Goods not for resale or export

    You agree to comply with all applicable laws and regulations of the various states and of the United States
    including all Export Regulations, as defined below. You represent and warrant that you are buying products from
    the Website for your own personal or household use only, and not for resale or export. Products purchased from
    the Website may be controlled for export purposes by export regulations, including but not limited to, the
    Export Administration Act of 1979 (50 U.S.C. 2401-2410), the Export Administration Regulations promulgated
    thereunder (15 C.F.R. 768-799), the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and
    their successor and supplemental regulations (collectively, &quot; **Export Regulations​**&quot;).

    ## 21. Force majeure

    We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Use, for
    any failure or delay in our performance under these Terms of Use when and to the extent such failure or delay is
    caused by or results from acts or circumstances beyond our reasonable control, including, without limitation,
    acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war
    is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution,
    insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or
    restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable
    materials, materials or telecommunication breakdown or power outage.

    ## 22. Geographic restrictions

    The owner of the Website is based in the State of New York 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.

    ## 23. Disclaimer of warranties

    You understand that we cannot and do not guarantee or warrant that files available for downloading from the
    internet or the Website will be free of viruses or other destructive code. You are responsible for implementing
    sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and
    accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of
    any lost data. 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.

    YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES 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 &quot;AS
    IS&quot; AND &quot;AS AVAILABLE&quot; BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
    NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT
    TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, SUITABILITY, TIMELINESS, OR AVAILABILITY OF THE
    WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS
    OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES 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 OR
    ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    THE COMPANY HEREBY DISCLAIMS 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.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    ## 24. Limitation on liability

    IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS
    OR DIRECTORS 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 WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER
    WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, 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, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR
    TRANSMISSIONS AND DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN
    IF FORESEEABLE.

    THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    ## 25. Indemnification

    You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers,
    and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers,
    successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs,
    expenses or fees (including reasonable attorneys&#39; fees) (collectively, &quot; **Losses​**&quot;) arising out
    of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited
    to, any use of the Website&#39;s content, services (including, the Program) and products other than as expressly
    authorized in these Terms of Use or your use of any information obtained from the Website.

    Without limiting the foregoing, if you cause a technical disruption of the Site or the systems transmitting the
    Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and
    costs, including reasonable attorneys&#39; fees and court costs, arising or resulting from that disruption.

    ## 26. No Joint Venture

    You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a
    result of these Terms of Use or use of the Site.

    ## 27. Governing Law and Jurisdiction

    All matters relating to the Website and these Terms of Use 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 New York without giving effect to any choice or conflict of
    law provision or rule (whether of the State of New York or any other jurisdiction).

    Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be
    instituted exclusively in the federal courts of the United States or the courts of the State of New York in each
    case located in the City of New York. You waive any and all objections to the exercise of jurisdiction over you
    by such courts and to venue in such courts.

    You further agree that you will resolve any disputes on an individual basis, and that any claims brought under
    these Terms of Use or in connection with the Website must be brought in your individual capacity, and not as a
    plaintiff or class member in any purported class, collective, or representative proceeding. You further agree
    that you will not participate in any class action (existing or future) brought by any third party arising under
    these Terms of Use or in connection with the Website. If any court or arbitrator determines that the class
    action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can
    proceed on a class basis, then such class action is not subject to arbitration and must be litigated in state or
    federal court in County of New York in the State of New York.

    ## 28. Arbitration

    ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR
    FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE
    CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THIS WEBSITE OR PURCHASE OF
    PRODUCTS THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION UNDER THE RULES OF
    ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING THE LAW OF THE STATE OF NEW YORK.

    The arbitration will be administered by the American Arbitration Association (&quot; **AAA**&quot;) in
    accordance with the ​ Consumer Arbitration Rules (the &quot; **AAA Rules​**&quot;) then in effect, except as
    modified by this arbitration provision. (The AAA Rules are available at www.adr.org/arb\_med or by calling the
    AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this
    arbitration provision.

    The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or
    enforceability of this arbitration provision, including any unconscionability challenge or any other challenge
    that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be
    empowered to grant whatever relief would be available in court under law or in equity. Any award of the
    arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of
    competent jurisdiction.

    If you prevail on any claim that affords the prevailing party attorneys&#39; fees, the arbitrator may award
    reasonable fees to you under the standards for fee shifting provided by law.

    ## 29. Limitation on time to file claims

    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST
    BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
    PERMANENTLY BARRED.

    ## 30. Waiver and severability

    No waiver of by the Company of any term or condition set forth in these Terms of Use 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
    the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right
    or provision.

    If any provision of these Terms of Use 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 Use will continue in full force and effect.

    ## 31. Entire agreement

    The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company
    with respect to the Website and supersede all prior and contemporaneous understandings, agreements,
    representations and warranties, both written and oral, with respect to the Website.

    ## 32. Your comments and concerns

    This website is operated by Material Wrld, Inc. located at One World Trade Center, Suite 8500

    New York, NY 10007219.

    All feedback, comments, requests for technical support and other communications relating to the Website or the
    Program should be directed to: [**info@materialworld.co**](mailto:info@materialworld.co).