Terms and Conditions
This Terms and Conditions governs any purchases you make through the Rakuten.com Marketplace. PLEASE READ THIS TERMS AND CONDITIONS CAREFULLY.
Making Marketplace Purchases.
Rakuten.com (“Rakuten”) provides the Marketplace as a location for buyers to locate and purchase new and used products from sellers that are independent of Rakuten. When you make a purchase through the Marketplace, you are purchasing the product from the independent seller and not from Rakuten. You agree that Rakuten is not an agent for you or for the seller and has no authority to act on your or on a seller’s behalf. Rakuten reserves the right, at its sole discretion, to change, add or remove portions of this Terms and Conditions, at any time. It is your responsibility to check this Terms and Conditions each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE TERMS AND CONDITIONSOR SUCH POICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES, INCLUDING THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER DESCRIBED IN “GOVERNING LAW AND ARBITRATION” SECTION BELOW TO RESOLVE ANY DISPUTES WITH RAKUTEN (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES.
Registration; Customer Accounts; Use of Site
Certain services offered on or through the Site
require you to first open a customer account
("My Account"). You are responsible for maintaining
the confidentiality of your My Account information,
including your password, and for all activity
that occurs under your My Account. You agree
to notify Rakuten immediately of any unauthorized
use of your account or password, or of any
other breach of security. You may be held liable
for losses incurred by Rakuten or by any other
user of the Site due to someone else using
your password or customer account. You may
not use anyone else's password or customer
account at any time. You may not gain or attempt
to gain unauthorized access to the Site. Should
you attempt to do so, or should you assist
others in making such attempts, or distributing
instructions, software or tools for that purpose,
then your customer My Account will be terminated.
You agree to provide us with accurate, current
and complete information about yourself and
your billing information as prompted by the
registration process. You may update any of
your My Account information, designate a different
credit card to be billed, or change the applicable
expiration date on your currently designated
credit card, by clicking on the My Account
button and selecting the appropriate link.
You may not use any automatic device, program,
algorithm or methodology, or any similar or
equivalent manual process, to access, acquire,
copy, probe, test or monitor any portion of
the Site or of any Content, or in any way reproduce
or circumvent the navigational structure or
presentation of the Site or of any Content,
to obtain or attempt to obtain any materials,
documents or information through any means
not purposely made available through the Site.
You agree that you will not take any action
that imposes an unreasonable or disproportionately
large load (as determined by Rakuten in its
sole discretion) on the infrastructure of the
Site or on any of the systems or networks comprising
or connected to the Site.
You also agree that Rakuten may, in its sole discretion and without prior notice to you, terminate your access to the Site and your My Account for any reason, including without limitation: (1) attempts to gain unauthorized access to the Site or assistance to others' attempting to do so, (2) attempting to overcome or overcoming software security features limiting use of or protecting any Content, (3) attempted or actual discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of these Terms and Conditions, (5) failure to pay for purchases, (6) suspected or actual copyright infringement, (7) unexpected operational difficulties, or (8) requests by law enforcement or other government agencies. You agree that Rakuten will not be liable to you or to any third party for termination of your access to the Site.
By establishing a My Account with us, and each time you make a purchase through our Site, you grant permission for Rakuten to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at firstname.lastname@example.org or follow the opt-out procedures set forth in such marketing emails.
Shipment of the products you purchase in the Marketplace
are made by the seller and not Rakuten. You
agree that Rakuten has no obligation to ship
to you any product you purchase in the Marketplace.
You agree that Rakuten may provide to the seller
your shipping address for shipment of the products
you purchase. You agree to pay the shipping
charges in full for any product that you purchase.
Some of the products offered on the Rakuten site must be imported from Japan. If you order products that must be shipped from Japan, then you should understand that your order may take longer to arrive. More importantly, your purchase of products to be imported may impose legal responsibilities and obligations upon you. If you order products to be imported from Japan, then by that order you agree that you are responsible to make sure (1) that the product can lawfully enter the destination country; and (2) that you comply with all laws and regulations of the destination country. When you receive an international shipment of imported products, you may be required to pay import taxes, customs duties and/or fees. If there are any additional charges for those taxes, duties or fees, or for customs clearance then you are responsible to pay them. Rakuten does not control the amount or timing of any taxes, duties or fees. Those are set by the destination country and we cannot estimate what those costs might be for any particular product or destination. We recommend that you contact your local customs officials with any questions or if you need more information.
you must disclose certain Personally Identifiable
Information to use our Site, register, and
make purchases. As a condition of registering
with our Site or making any purchases of any
products and/or services or conduct any transactions,
you represent that you have first read our
use and disclosure of your Information as described
terms and conditions will change from time
to time, and as a condition of browsing the
Site, using any features or making any purchase,
you agree that you will first review our Privacy
Policy prior to making any initial or subsequent
YOU ACKNOWLEDGE, CONSENT AND AGREE THAT RAKUTEN SHALL PROVIDE SELLERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR SELLERS TO SHIP THE PRODUCTS TO YOU AND TO COMMUNICATE WITH YOU REGARDING SUCH SHIPMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR PURCHASE. THIS INFORMATION INCLUDES, BUT IS NOT LIMITED TO, YOUR "SHIP TO" INFORMATION AND YOUR EMAIL ADDRESS. YOU HEREBY AGREE THAT RAKUTEN SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY SELLER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Rakuten, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Rakuten deems unacceptable or objectionable.
While Rakuten takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL RAKUTEN OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER RAKUTEN WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
Conditions of Sale and Payment
To purchase any goods and/or services on our
Site, you must (a) be at least eighteen (18)
years of age or the applicable state age of
majority, (b) be a natural person (no corporations,
partnerships or other legal entities), and
(c) be a resident in the 50 states of the United
States of America or the District of Columbia,
exclusive of its commonwealths, territories
and possessions ("United States"). Prior to
the purchase of any goods or services on our
Site, you must provide us with a valid credit
card number and associated payment information
including all of the following: (i) your name
as it appears on the card, (ii) your credit
card number, (iii) the credit card type, (iv)
the date of expiration and (v) any activation
numbers or codes needed to charge your card.
By submitting that information to us, you hereby
agree that you authorize us to charge your
card at our convenience but within thirty (30)
days of credit card authorization. All sales
of products and services are final. All charges
from those sales are nonrefundable.
All payments must be made by credit cards (VISA, MasterCard, American Express and Discover Network), debit cards, or other payment method specified by Rakuten in its sole discretion. Your credit card will be authorized for the entire order amount immediately upon your placement of the order, and will be charged immediately upon Rakuten’s receipt of shipment confirmation by the seller. You hereby authorize Rakuten to charge your credit card accounts for any amount that you may owe Rakuten or the seller. In addition, Rakuten may also set off any amounts that you owe to Rakuten or the seller against any amounts owed to you by Rakuten or the seller. IN FACILITATING YOUR PAYMENT TO THE SELLER, RAKUTEN DOES NOT PROVIDE YOUR CREDIT CARD INFORMATION TO THE SELLER.
You agree that you and seller are responsible for determining the amount of sales, use or other taxes that you may owe as a result of your Marketplace purchase. Seller is responsible to collect, report and remit any sales, use or other taxes required under applicable law. You agree (a) that Rakuten has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your purchase, and (b) to fully indemnify, defend and hold Rakuten harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing. Without limiting the generality of the foregoing, Rakuten currently automatically charges sales tax with respect to any marketplace products shipped to California.
Changing or Cancelling Marketplace Orders
Once you have placed an order for a product in the Marketplace, seller will be handling all aspects of the order process. Rakuten will not change or cancel any order made by you, including any change to shipping or billing information. You will need to contact the seller for any changes or cancellations that you wish to make to your order. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Customer Service
Other than to verify that payment to the seller through your My Account was completed, Rakuten does not provide any customer support for any purchase you make through the marketplace, and you agree that Rakuten is not responsible to provide any such support. If you have any questions about the product you purchased or your shipment you must contact the seller of your product directly for any customer support that you need. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
You may not make any returns to Rakuten of products you purchase in the Marketplace. You must contact the seller for any product returns that you wish to make. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
You agree that feedback you provide concerning Marketplace sellers will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that Rakuten may publicly post your feedback without any payment or other obligation to you. You agree that Rakuten may edit your feedback in any way that Rakuten sees fit and that Rakuten may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you.
Use of Marketplace
You hereby represent and warrant that your use
of the Marketplace will comply with applicable
laws, ordinances and regulations. Rakuten may
exclude any buyer, including you, from making
purchases in the Marketplace at any time and
for any reason.
Price comparisons may be made throughout the site to indicate the relative savings amounts of our pricing. "LIST PRICE" is the suggested retail price provided to us by our suppliers. We make no representation that a substantial number of these products have been sold or offered for sale at the list price. Actual retail prices in your area may be substantially different. Because the products on Rakuten.com are sold over the internet on a national basis, it is not possible to know if the products are sold at list price in any particular location or at any particular time. "YOU SAVE" reflects the difference between our price and the supplier provided list price shown on our sites. Because the list price may be different than the actual retail prices in your area, you may not actually realize a savings of this amount and you may want to make an exact comparison for yourself by checking the prices of other internet or local retailers prior to making a purchase.
Content; Copyright and Trademark Notice.
All media (downloaded or samples), software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site (collectively, "Content"), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site is owned or licensed by or to Rakuten, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Rakuten's prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Rakuten reserves all rights not expressly granted hereunder. Rakuten expressly disclaims all responsibility and liability for uses by you of any Content obtained on or in connection with the Site. RAKUTEN.COM and BUY.COM are registered trademarks, trademarks or service marks of Rakuten Commerce LLC or its affiliates. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Rakuten Commerce LLC or its affiliates. All other trademarks or service marks are property of their respective owners. The use of any Rakuten Commerce LLC trademark or service mark without Rakuten Commerce LLC's express written consent is strictly prohibited.
Policy to Terminate Privileges for Copyright Infringement.
Pursuant to 17 U.S.C. §512 as amended by Title
II of the Digital Millennium Copyright Act
(the "Act"), Rakuten will terminate the account
of any customer, or vendor who uses his or
her privileges to unlawfully transmit copyrighted
material without a license, valid defense or
fair use privilege to do so. After proper notification
by the copyright holder or its agent to Rakuten
and later confirmation through court order
or an admission by the customer that an account
has been an instrument of unlawful infringement,
Rakuten will terminate the infringing customer's
account. Rakuten may also in its sole discretion
decide to terminate a customer's account privileges
prior to that time if it has a good faith belief
that such unlawful infringement has in fact
occurred. In addition, pursuant to 17 U.S.C.
§512(c), Rakuten, as an Internet “Service Provider”
thereunder, has implemented procedures for
receiving written notification of claimed infringements
and for processing such claims in accordance
with the Act. Rakuten respects the intellectual
property of others and we ask other to do the
same. If you believe that your copyright has
been infringed through the Rakuten website,
then please contact "Legal Department", via
facsimile at (949) 389-2800, e-mail, or mail
Attn: Legal Department, Rakuten Commerce LLC
800 Concar Dr, Suite 175, San Mateo, CA, 94402
Any written notice describing the infringing activity must include the following information:
1. An electronic or physical signature of the person
authorized to act on behalf of the owner of
an exclusive that is allegedly infringed;
2. A description of the allegedly infringing work or material;
3. A description of where the allegedly infringing material is located on the site;
4. Information reasonably sufficient to allow us to contact you, such as your address, telephone number and e-mail address;
5. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or other proprietary right owner, its agent, or the law;
6. A statement by you that the above information and notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner whose exclusive right is allegedly infringed.
Failure to include all of the above-listed information may result in the delay of the processing of your complaint.
Dispute Resolution Steps, Claim Process, Marketplace Guarantee, and Refunds.
If you do not receive your product or you have received a product that is defective, damaged, or that does not match the description contained in the Marketplace, you must contact the seller directly to attempt to resolve the problem. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order. Rakuten will not mediate, disputes, or resolve the matter on your behalf. If the seller does not respond to you or does not reasonably address the problem, 10 you can submit a claim through our claim process to assist you, or 2) you may be eligible to make a Marketplace Guarantee claim in order to obtain a refund (see below).
The Marketplace Guarantee covers the first $500
of each Marketplace purchase. You are eligible
to submit a Marketplace Guarantee claim if:
1.You never received your item,
2. A description of the allegedly infringing work or material;
3. You received a different item than the one purchased, or
4. The item you received was materially different than the way it was listed.
YOU MAY ONLY SUBMIT A MARKETPLACE GUARANTEE CLAIM AFTER 30 DAYS HAVE PASSED FROM YOUR PURCHASE DATE. YOU MAY NOT SUBMIT A MARKETPLACE GUARANTEE CLAIM IF MORE THAN 60 DAYS HAS PASSED FROM YOUR PURCHASE DATE. YOU ARE LIMITED TO FILING ONLY ONE MARKETPLACE GUARANTEE CLAIM PER MONTH WITH A LIFETIME LIMIT OF 3 MARKETPLACE GUARANTEE CLAIMS.
Claim forms are available in your My Account area. You agree that Rakuten may research your claim, may contact the seller concerning your claim and that Rakuten’s decision concerning the claim is final and binding. Any applicable refund, either agreed by the seller or Rakuten, will be made to the credit card on which you made your purchase. Without limiting any of its rights or remedies, if Rakuten determines that you have directly or indirectly attempted or committed fraud activity with respect to the claim process, Rakuten may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law. RAKUTEN IS NOT THE SELLER/MERCHANT OF ANY OF THE GOODS OR SERVICES ON THE MARKETPLACE. RAKUTEN HAS INSTITUTED A CLAIM PROCESS TO ASSIST YOU WITH CLAIMS THAT YOU MAY HAVE WITH THE SELLER. BECAUSE THE MARKETPLACE ALLOWS YOU TO MAKE THE PURCHASE THROUGH THE RAKUTEN BASKET WITHOUT YOU HAVING TO PASS YOUR CREDIT CARD TO THE SELLER, RAKUTEN CHARGES YOUR CREDIT CARD FOR THE SALE. ANY DISPUTE BROUGHT BY YOU THROUGH YOUR CREDIT CARD COMPANY AFFECTS RAKUTEN RATHER THAN THE SELLER. THEREFORE, YOU CANNOT SUBMIT A CLAIM IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGE. IN ADDITION, RAKUTEN MAY PREVENT FURTHER PURCHASES BY YOU THROUGH THE MARKETPLACE IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGES MADE THROUGH THE MARETPLACE.
You agree to indemnify, defend and hold harmless Rakuten and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or related to your violation of any provision of this Marketplace Buyer Agreement, or your violation of any law, regulation or third-party right.
IN THE EVENT OF A DISPUTE OR CLAIM REGARDING
ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE,
OR BETWEEN YOU AND A SELLER OR OTHER THIRD
PARTY RELATED TO ANY ORDER OR PURCHASE MADE
THROUGH THE MARKETPLACE, YOU HEREBY RELEASE
RAKUTEN AND ITS PARENTS, SISTER COMPANIES,
SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS,
SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS,
DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES
OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH
SUCH DISPUTE OR CLAIM.
YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]” WARRANTY DISCLAIMER. THE RAKUTEN MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED ”AS IS.“ RAKUTEN EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE RAKUTEN MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE RAKUTEN MARKETPLACE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL RAKUTEN OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE BUYER AGREEMENT, YOUR USE OF THE RAKUTEN MARKETPLACE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, AND/OR CONTENT OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE RAKUTEN MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE RAKUTEN MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE RAKUTEN MARKETPLACE OR THE RAKUTEN SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF RAKUTEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE BUYER AGREEMENT, THE MAXIMUM LIABILITY THAT RAKUTEN SHALL HAVE IS LIMITED TO ANY COMMISSIONS ACTUALY RECEIVED BY RAKUTEN IN CONNECTION WITH ANY PURCHASES MADE BY YOU FROM A SELLER THROUGH THE MARKETPLACE. ORDER INFORMATION SUCH AS BILLING OR SHIPPING ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF RAKUTEN. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE BUYER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Governing Law & Arbitration
The validity, construction and interpretation of this Terms and Conditions, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of Delaware in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law. You agree that any dispute, claim or controversy arising out of or relating in any way to the Rakuten’s services or Sites or this Terms and Conditions or relating in any way to Marketplace or Sites shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this Terms and Conditions to arbitrate. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts. You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Rakuten and Rakuten waives its right to a trial by jury or to participate in a class action against you. This means that neither you or Rakuten can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Rakuten further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void. You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Terms and Conditions and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration. The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Marketplace Buyer Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Marketplace Buyer Agreement. If your claim in arbitration is for less than $10,000, Rakuten will reimburse you for filing and arbitrator fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator. In lieu of arbitration, you may also elect to have your claims decided in small claims court, so long as the small claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small claims action.
No delay or failure by Rakuten to take action under this Terms and Conditions shall constitute any waiver by Rakuten of any provision of this Marketplace Buyer Agreement. If any provision of this Terms and Conditions is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Terms and Conditions will continue in full force and effect. This Terms and Conditions will bind and inure to the benefit of Rakuten’s successors and assigns. Any claim under this Terms and Conditions must be brought within one (1) year after the cause of action arises. This Terms and Conditions is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Terms and Conditions shall be null and void. Rakuten may freely assign this Terms and Conditions without consent or notice. This Terms and Conditions constitutes the complete and exclusive agreement between Rakuten and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Effective Date: September 13, 2017