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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