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are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. |
Existing and future regulations and laws could impede the growth of the Internet, e- commerce or mobile commerce. These regulations and |
laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer |
protection, Internet neutrality and gift cards. It is not clear how existing laws governing issues such as property ownership, sales |
and other taxes and consumer privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the |
Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. It is possible that general business |
regulations and laws, or those specifically governing the Internet or e-commerce, may be interpreted and applied in a manner that is |
inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices |
have complied, comply or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with |
any of these laws or regulations could result in damage to our reputation, a loss in business and proceedings or actions against us by |
governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense |
of these proceedings, distract our management, increase our costs of doing business, decrease the use of our sites by consumers and suppliers |
and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties |
from the costs or consequences of non-compliance with any such laws or regulations. Adverse legal or regulatory developments could substantially |
harm our business. Further, if we enter into new market segments or geographical areas and expand the products and services we offer, |
we may be subject to additional laws and regulatory requirements or prohibited from conducting our business, or certain aspects of it, |
in certain jurisdictions. We will incur additional costs complying with these additional obligations and any failure or perceived failure |
to comply would adversely affect our business and reputation. Failure |
to comply with applicable laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current |
or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our |
business and our financial condition. A |
variety of laws and regulations govern the collection, use, retention, sharing, export and security of personal information. Laws and |
regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. |
These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with |
other rules or our practices. As a result, our practices may not comply, or may not comply in the future with all such laws, regulations, |
requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any applicable |
privacy or consumer protection- related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, |
regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely |
affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities or others |
or other liabilities or require us to change our operations and/or cease using certain data sets. Any such claim, proceeding or action |
could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings, distract our management, |
increase our costs of doing business, result in a loss of customers and suppliers and may result in the imposition of monetary penalties. |
We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with |
any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or |
disclosure of data that we store or handle as part of operating our business. Federal, |
state and international governmental authorities continue to evaluate the privacy implications inherent in the use of proprietary or |
third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. U.S. and foreign |
governments have enacted, have considered or are considering legislation or regulations that could significantly restrict the ability |
of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before |
a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers |
of consumer devices and web browsers have implemented, or announced plans to implement, means to make it easier for Internet users to |
prevent the placement of cookies or to block other tracking technologies, which could if widely adopted significantly reduce the effectiveness |
of such practices and technologies. The regulation of the use of cookies and other current online tracking and advertising practices |
or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit |
our ability to acquire new customers on cost-effective terms and consequently, materially adversely affect our business, financial condition |
and operating results. 56 In |
addition, various federal, state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current |
laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection and consumer |
protection. Any such changes may force us to incur substantial costs or require us to change our business practices. This could compromise |
our ability to pursue our growth strategy effectively and may adversely affect our ability to acquire customers or otherwise harm our |
business, financial condition and operating results. We |
rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and |
retain well-qualified employees, our business could be harmed. We |
believe our success has depended, and continues to depend, on the members of our senior management teams. The loss of any of our senior |
management or other key employees could materially harm our business. Our future success also depends on our continuing ability to attract, |
develop, motivate and retain highly qualified and skilled employees, particularly mid-level managers and merchandising and technology |
personnel. The market for such positions is competitive. Qualified individuals are in high demand, and we may incur significant costs |
to attract them. Our inability to recruit and develop mid-level managers could materially adversely affect our ability to execute our |
business plan, and we may not be able to find adequate replacements. All of our officers and other U.S. employees are at-will employees, |
meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would |
be extremely difficult to replace. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, |
our business, financial condition and operating results may be materially adversely affected. We |
may not be able to adequately protect our intellectual property rights. We |
regard our customer lists, domain names, trade dress, trade secrets, proprietary technology and similar intellectual property as critical |
to our success, and we rely on trade secret protection, agreements and other methods with our employees and others to protect our proprietary |
rights. We might not be able to obtain broad protection for all of our intellectual property. The protection of our intellectual property |
rights may require the expenditure of significant financial, managerial and operational resources. We may initiate claims or litigation |
against others for infringement, misappropriation or violation of our intellectual property rights or proprietary rights or to establish |
the validity of such rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and |
divert the efforts of our technical and management personnel, which may materially adversely affect our business, financial condition |
and operating results. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent |
third parties from infringing or misappropriating our proprietary rights, and we may not be able to broadly enforce all of our intellectual |
property rights. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or |
litigation. Additionally, the process of obtaining intellectual property protections is expensive and time-consuming, and we may not |
be able to pursue all necessary or desirable actions at a reasonable cost or in a timely manner. Even if issued, there can be no assurance |
that these protections will adequately safeguard our intellectual property, as the legal standards relating to the validity, enforceability |
and scope of protection of patent and other intellectual property rights are uncertain. We also cannot be certain that others will not |
independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. We may also be exposed |
to claims from third parties claiming infringement of their intellectual property rights, or demanding the release or license of open |
source software or derivative works that we developed using such software (which could include our proprietary code) or otherwise seeking |
to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase |
a costly license, publicly release the affected portions of our source code, be limited in or cease using the implicated software unless |
and until we can re-engineer such software to avoid infringement or change the use of the implicated open source software. We |
may be accused of infringing intellectual property rights of third parties. The |
e-commerce industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted |
and expensive litigation for many companies. We may be subject to claims and litigation by third parties that we infringe their intellectual |
property rights. The costs of supporting such litigation and disputes are considerable, and there can be no assurances that favorable |
outcomes will be obtained. As our business expands and the number of competitors in our market increases and overlaps occur, we expect |
that infringement claims may increase in number and significance. Any claims or proceedings against us, whether meritorious or not, could |
be time-consuming, result in considerable litigation costs, require significant amounts of management time or result in the diversion |
of significant operational resources, any of which could materially adversely affect our business, financial condition and operating |
results. 57 We |
have received in the past, and we may receive in the future, communications alleging that certain items posted on or sold through our |
sites violate third-party copyrights, designs, marks and trade names or other intellectual property rights or other proprietary rights. |
Brand and content owners and other proprietary rights owners have actively asserted their purported rights against online companies. |
In addition to litigation from rights owners, we may be subject to regulatory, civil or criminal proceedings and penalties if governmental |
authorities believe we have aided and abetted in the sale of counterfeit or infringing products. Such |
claims, whether or not meritorious, may result in the expenditure of significant financial, managerial and operational resources, injunctions |
against us or the payment of damages by us. We may need to obtain licenses from third parties who allege that we have violated their |
rights, but such licenses may not be available on terms acceptable to us, or at all. These risks have been amplified by the increase |
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