1. INTRODUCTION

Welcome to Carrey ("Platform", "we", "us", "our"). These Terms and Conditions ("Terms") govern your access to and use of our platform, websites, and services.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. By accessing or using our Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Platform.

Carrey is a platform that facilitates connections between independent third-party sellers ("Sellers") and buyers ("Buyers"). We are not a party to any transaction between Sellers and Buyers. Throughout these Terms, Sellers and Buyers may be collectively referred to as "Users".

2. ROLE AS A MARKETPLACE PROVIDER

2.1 Platform Status

We operate solely as an intermediary platform provider that facilitates transactions between independent Sellers and Buyers. Carrey is NOT:

• The seller of any products listed on the Platform
• The manufacturer, distributor, or creator of any products listed on the Platform
• An agent, representative, or partner of any Seller
• A party to any transaction between Users
• The provider of any warranties related to products sold by Sellers

2.2 No Endorsement

The listing of any product on our Platform does not constitute an endorsement, recommendation, or approval by us of such product or the Seller. We do not verify, validate, or guarantee the accuracy, completeness, or legality of any product listings, descriptions, pricing, images, or other content provided by Sellers.

3. PLATFORM LIABILITY LIMITATIONS

3.1 General Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARREY, ITS OWNERS, OPERATORS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM:

• THE USE OF, OR INABILITY TO USE, THE PLATFORM
• ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE PLATFORM
• ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA
• STATEMENTS OR CONDUCT OF ANY SELLER OR THIRD PARTY ON THE PLATFORM
• ANY OTHER MATTER RELATING TO THE PLATFORM OR THE PRODUCTS AVAILABLE THROUGH IT

3.2 Specific Liability Disclaimers Regarding Products

CARREY EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO:

• Product defects, damage, or failures of any kind
• Personal injury or property damage resulting from the use of any product purchased through the Platform
• Any illness, allergic reaction, or adverse health effect resulting from the use of any product
• Misrepresentations by Sellers regarding product features, capabilities, quality, or safety
• Inaccurate or incomplete product descriptions, images, or specifications
• The failure of any product to meet the buyer's expectations or requirements
• Counterfeit, illegal, or infringing products that may be listed by Sellers
• Shipping delays, lost packages, or damaged products during transit
• Financial losses resulting from any transaction on the Platform

3.3 No Warranty

THE PLATFORM AND ALL PRODUCTS AND SERVICES AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE MAKE NO WARRANTY THAT THE PLATFORM OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY PRODUCT LISTINGS, CONTENT, OR INFORMATION ON THE PLATFORM.

3.4 Monetary Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY OF CARREY TO ANY USER UNDER THESE TERMS OR IN CONNECTION WITH THE PLATFORM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO CARREY DURING THE MONTH PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR (B) $100.

4. SELLER OBLIGATIONS & RESPONSIBILITIES

4.1 Full Responsibility for Products

Sellers are solely and fully responsible for:

• The accuracy of all product listings, descriptions, images, and pricing
• The quality, safety, and legality of all products offered
• Compliance with all applicable laws and regulations regarding the sale of their products
• All aspects of fulfillment, including processing, packing, and shipping products
• Providing customer service to Buyers regarding their products
• Honoring any warranties or guarantees offered
• Processing returns, refunds, and exchanges according to their stated policies
• Payment of all applicable taxes related to their sales

4.2 Seller Representations and Warranties

By listing a product on the Platform, each Seller represents and warrants that:

• They have the legal right to sell the product
• The product does not infringe upon the intellectual property rights of any third party
• The product description is accurate and not misleading
• The product is safe for its intended use and complies with all applicable safety standards
• They have disclosed all material information about the product that a reasonable buyer would want to know
• They will fulfill orders promptly and professionally
• They will not engage in price gouging, bait-and-switch tactics, or other deceptive practices

4.3 Seller Indemnification

Each Seller agrees to defend, indemnify, and hold harmless Carrey, its affiliates, licensors, service providers, employees, agents, officers, directors, and contractors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• The Seller's products
• The Seller's breach of these Terms
• The Seller's negligence or willful misconduct
• Any misrepresentations made by the Seller
• Any claim of product liability, personal injury, or property damage related to products sold by the Seller
• Any violation of law or regulation by the Seller
• Any infringement of intellectual property rights by the Seller's products or listings

5. BUYER ACKNOWLEDGMENTS & RESPONSIBILITIES

5.1. Buyer Acknowledgments

By using the Platform, each Buyer acknowledges and agrees that:

• Carrey is not the seller of any products available on the Platform
• All transactions are directly between the Buyer and the respective Seller
• Carrey does not verify the accuracy of product listings or the safety or legality of any products
• The Buyer assumes all risks associated with purchasing and using products from Sellers
• Carrey has no control over and does not guarantee the quality, safety, or legality of products advertised
• Carrey does not guarantee the accuracy of any product descriptions or the reliability of any Seller
• The Buyer is solely responsible for determining whether a product meets their needs before purchasing

5.2 Buyer Responsibilities

Each Buyer is responsible for:

• Reading all product descriptions and Seller policies before making a purchase
• Complying with all terms of any transaction with a Seller
• Making payments for products purchased
• Providing accurate shipping information
• Communicating directly with Sellers regarding product questions, issues, returns, or refunds
• Resolving any disputes directly with the Seller

5.3 Buyer Indemnification

Each Buyer agrees to defend, indemnify, and hold harmless Carrey, its affiliates, licensors, service providers, employees, agents, officers, directors, and contractors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• The Buyer's breach of these Terms
• The Buyer's negligence or willful misconduct
• Any misrepresentations made by the Buyer
• The Buyer's violation of any law or regulation
• The Buyer's violation of any third-party rights

6. DISPUTES BETWEEN USERS

6.1 Direct Resolution

All disputes between Buyers and Sellers must be resolved directly between the parties involved. Carrey has no obligation to mediate or assist in resolving any disputes between Users.

6.2 No Liability for User Disputes

Carrey expressly disclaims all liability arising from or relating to any dispute between Users. We will not be responsible for any losses or damages of any kind incurred as a result of any dispute between Users.

6.3 Platform Intervention

While we have no obligation to do so, we reserve the right, at our sole discretion, to assist in resolving disputes between Users. Any assistance we provide is purely voluntary and does not create any ongoing obligation to intervene in future disputes or modify our liability limitations.

7. PROHIBITED PRODUCTS AND ACTIVITIES

7.1 Prohibited Products

The following products may not be listed or sold on the Platform:

7.2 Prohibited Activities

Users are prohibited from engaging in the following activities:

7.3 Enforcement

We reserve the right to remove any product listings, suspend or terminate User accounts, and take other appropriate actions for violations of these prohibitions. However, our failure to enforce these prohibitions shall not constitute a waiver of such prohibitions or our right to enforce them in the future.

8. INTELLECTUAL PROPERTY

8.1 Platform Content

All content on the Platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of Carrey or its content suppliers and is protected by international copyright laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes in accordance with these Terms.

8.3 Restrictions

You may not:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Platform
• Remove any copyright, trademark, or other proprietary notices from the Platform or its content

8.4 Seller Content

Sellers grant Carrey a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any content they provide in connection with their use of the Platform.

9. PRIVACY

Our Privacy Policy governs the collection, use, and disclosure of personal information provided by Users. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

10. TERMINATION

10.1 Termination by Carrey

We may, in our sole discretion, suspend or terminate your access to the Platform at any time, with or without notice, for any reason or no reason, including but not limited to your violation of these Terms.

10.2 Termination by User

You may terminate your account at any time by contacting us.

10.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform will immediately cease
• We may delete or retain any information associated with your account at our discretion
• All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability

11. CHANGES TO TERMS

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any material changes by posting the updated Terms on the Platform. Your continued use of the Platform after any such changes constitutes your acceptance of the new Terms.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2 Mandatory Arbitration

Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively by final and binding arbitration in the State of Delaware in accordance with the rules of the State of Delaware by one arbitrator appointed in accordance with said rules. The arbitrator shall apply the law of the State of Delaware, without regard to its conflict of law principles.

12.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13. MISCELLANEOUS

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Carrey regarding your use of the Platform.

13.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

13.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent shall be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

13.5 Contact Information

If you have any questions about these Terms, please contact us at: [email protected]

14. ACKNOWLEDGMENT

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.