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to protect against security breaches or to address problems caused by breaches, diverting resources from the growth and expansion of our |
business. We may be subject to product liability and |
other similar claims if people or property are harmed by the products we sell. Some of the products we sell may expose us to |
product liability and other claims and litigation (including class actions) or regulatory action relating to safety, personal injury, |
death or environmental or property damage. Some of our agreements with members of our supply chain may not indemnify us from product liability |
for a particular product, and some members of our supply chain may not have sufficient resources or insurance to satisfy their indemnity |
and defense obligations. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities |
actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. 48 Risks associated with the suppliers from |
whom our products are sourced could materially adversely affect our financial performance as well as our reputation and brand. We depend on our ability to provide our customers |
with a wide range of products from qualified suppliers, many of whom are located in countries outside of the U.S., in a timely and efficient |
manner. Political and economic instability, the financial stability of suppliers, suppliers’ ability to meet our standards, labor |
problems experienced by suppliers, the availability or cost of raw materials, merchandise quality issues, currency exchange rates, trade |
tariff developments, transport availability and cost, transport security, inflation, and other factors relating to our suppliers are beyond |
our control. Our agreements with most of our suppliers do not |
provide for the long-term availability of merchandise or the continuation of particular pricing practices, nor do they usually restrict |
such suppliers from selling products to other buyers. There can be no assurance that our current suppliers will continue to seek to sell |
us products on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure product |
acquisitions in a timely and efficient manner and on acceptable commercial terms. Our ability to develop and maintain relationships with |
reputable suppliers and offer high quality merchandise to our customers is critical to our success. If we are unable to develop and maintain |
relationships with suppliers that would allow us to offer a sufficient amount and variety of quality merchandise on acceptable commercial |
terms, our ability to satisfy our customers’ needs, and therefore our long-term growth prospects, would be materially adversely |
affected. Further, we rely on our suppliers’ representations |
of product quality, safety and compliance with applicable laws and standards. If our suppliers or other vendors violate applicable laws, |
regulations or our supplier code of conduct, or implement practices regarded as unethical, unsafe, or hazardous to the environment, it |
could damage our reputation and negatively affect our operating results. Further, concerns regarding the safety and quality of products |
provided by our suppliers could cause our customers to avoid purchasing those products from us, or avoid purchasing products from us altogether, |
even if the basis for the concern is outside of our control. As such, any issue, or perceived issue, regarding the quality and safety |
of any items we sell, regardless of the cause, could adversely affect our brand, reputation, operations and financial results. We also are unable to predict whether any of the |
countries in which our suppliers’ products are currently manufactured or may be manufactured in the future will be subject to new, |
different, or additional trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions. |
Any event causing a disruption or delay of imports from suppliers with international manufacturing operations, including the imposition |
of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce |
the supply of merchandise available to our customers and materially adversely affect our financial performance as well as our reputation |
and brand. Furthermore, some or all of our suppliers’ foreign operations may be adversely affected by political and financial instability, |
resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds or other trade disruptions. In addition, our business with foreign suppliers |
may be affected by changes in the value of the U.S. dollar relative to other foreign currencies. For example, any movement by any other |
foreign currency against the U.S. dollar may result in higher costs to us for those goods. Declines in foreign currencies and currency |
exchange rates might negatively affect the profitability and business prospects of one or more of our foreign suppliers. This, in turn, |
might cause such foreign suppliers to demand higher prices for merchandise in their effort to offset any lost profits associated with |
any currency devaluation, delay merchandise shipments, or discontinue selling to us altogether, any of which could ultimately reduce our |
sales or increase our costs. Our suppliers have imposed conditions in |
our business arrangements with them. If we are unable to continue satisfying these conditions, or such suppliers impose additional restrictions |
with which we cannot comply, it could have a material adverse effect on our business, financial condition and operating results. Our suppliers have strict conditions for doing |
business with them. Several are sizeable such as General Electric, Whirlpool and Riggs Distributing. If we cannot satisfy these conditions |
or if they impose additional or more restrictive conditions that we cannot satisfy, our business would be materially adversely affected. |
It would be materially detrimental to our business if these suppliers decided to no longer do business with us, increased the pricing |
at which they allow us to purchase their goods or impose other restrictions or conditions that make it more difficult for us to work with |
them. Any of these events could have a material adverse effect on our business, financial condition and operating results. 49 We may be unable to source new suppliers |
or strengthen our relationships with current suppliers. We have relationships with approximately 36 suppliers. |
Our agreements with suppliers are generally terminable at will by either party upon short notice. If we do not maintain our existing relationships |
or build new relationships with suppliers on acceptable commercial terms, we may not be able to maintain a broad selection of merchandise, |
and our business and prospects would suffer severely. In order to attract quality suppliers, we mu ● demonstrate |
our ability to help our suppliers increase their sales; ● offer |
suppliers a high quality, cost-effective fulfillment process; and ● continue |
to provide suppliers with a dynamic and real-time view of our demand and inventory needs. If we are unable to provide our suppliers with |
a compelling return on investment and an ability to increase their sales, we may be unable to maintain and/or expand our supplier network, |
which would negatively impact our business. We depend on our suppliers to perform certain |
services regarding the products that we offer. As part of offering our suppliers’ products |
for sale on our sites, suppliers are often responsible for conducting a number of traditional retail operations with respect to their |
respective products, including maintaining inventory and preparing merchandise for shipment to our customers. In these instances, we may |
be unable to ensure that suppliers will perform these services to our or our customers’ satisfaction in a manner that provides our |
customer with a unified brand experience or on commercially reasonable terms. If our customers become dissatisfied with the services provided |
by our suppliers, our business, reputation and brands could suffer. We depend on our relationships with third |
parties, and changes in our relationships with these parties could adversely impact our revenue and profits. We rely on third parties to operate certain elements |
of our business. For example, we use carriers such as FedEx, UPS, DHL and the U.S. Postal Service to deliver products. As a result, we |
may be subject to shipping delays or disruptions caused by inclement weather, natural disasters, system interruptions and technology failures, |
labor activism, health epidemics or bioterrorism. We are also subject to risks of breakage or other damage during delivery by any of these |
third parties. We also use and rely on other services from third parties, such as retail partner services, telecommunications services, |
customs, consolidation and shipping services, as well as warranty, installation and design services. We may be unable to maintain these relationships, |
and these services may also be subject to outages and interruptions that are not within our control. For example, failures by our telecommunications |
providers have in the past and may in the future interrupt our ability to provide phone support to our customers. Third parties may in |
the future determine they no longer wish to do business with us or may decide to take other actions or make changes to their practices |
that could harm our business. We may also determine that we no longer want to do business with them. If products are not delivered in |
a timely fashion or are damaged during the delivery process, or if we are not able to provide adequate customer support or other services |
or offerings, our customers could become dissatisfied and cease buying products through our sites, which would adversely affect our operating |
results. The seasonal trends in our business create |
variability in our financial and operating results and place increased strain on our operations. We experience surges in orders associated with |
promotional activities and seasonal trends. This activity may place additional demands on our technology systems and logistics network |
and could cause or exacerbate slowdowns or interruptions. Any such system, site or service interruptions could prevent us from efficiently |
receiving or fulfilling orders, which may reduce the volume or quality of goods or services we sell and may cause customer dissatisfaction |
and harm our reputation and brand. 50 Our business may be adversely affected if |
we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology. The number of people who access the Internet through |
devices other than personal computers, including mobile phones, smartphones, handheld computers such as notebooks and tablets, video game |
consoles, and television set-top devices, has increased dramatically in the past few years. We continually upgrade existing technologies |
and business applications to keep pace with these rapidly changing and continuously evolving technologies, and we may be required to implement |
new technologies or business applications in the future. The implementation of these upgrades and changes requires significant investments |
and as new devices and platforms are released, it is difficult to predict the problems we may encounter in developing applications for |
these alternative devices and platforms. Additionally, we may need to devote significant resources to the support and maintenance of such |
applications once created. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful |
implementation of any upgrades or changes to our systems and infrastructure to accommodate such alternative devices and platforms. Further, |
in the event that it is more difficult or less compelling for our customers to buy products from us on their mobile or other devices, |
or if our customers choose not to buy products from us on such devices or to use mobile or other products that do not offer access to |
our sites, our customer growth could be harmed and our business, financial condition and operating results may be materially adversely |
affected. Significant merchandise returns could harm |
our business. We allow our customers to return products, subject |
to our return policy. If merchandise returns are significant, our business, prospects, financial condition and results of operations could |
be harmed. Further, we modify our policies relating to returns from time to time, which may result in customer dissatisfaction or an increase |
in the number of product returns. Many of our products are large and require special handling and delivery. From time to time our products |
are damaged in transit, which can increase return rates and harm our brand. Uncertainties in economic conditions and |
their impact on consumer spending patterns, particularly in the home goods segment, could adversely impact our operating results. Consumers may view a substantial portion of the |
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