Partner Terms of Service

Peg is operated by Peg.com LLC, a Nebraska limited liability company ("Peg," "we," "us"). These Terms of Service (the "Terms") govern access to and use of the Peg service (the "Service") by the business that accepts them (the "Partner," "you"). These Terms are between Peg and Partner and are separate from the terms governing Partner's use of Shopify or installation of the Peg application through Shopify.

Partner accepts these Terms by affirmatively clicking to accept them during Peg onboarding or activation. Installation of the Peg application through Shopify and authorization of Shopify access permissions occur separately and before acceptance of these Terms and do not, by themselves, constitute acceptance of these Terms. If Partner does not agree to these Terms, Partner must not activate or use the Service.

The individual accepting these Terms represents that they are authorized to bind Partner to these Terms.

The Service is available to businesses located in the United States and selling to customers in the United States.

If there is a conflict, the following order controls: (a) a signed order form, pilot agreement, or enterprise addendum; (b) these Terms; and (c) the policies and schedules incorporated by reference.

The applicable Fee Schedule, Peg Auction Rules, and Data Processing Addendum are incorporated into these Terms by reference. Peg's Privacy Policy describes Peg's privacy practices. Partner will be provided access to the documents applicable to the Service.

The Service is offered on three Plans:

• Starter Plan. No cost. Provides the Reporting Services only. Peg does not handle Return Requests on the Starter Plan.
• Advanced Plan. Twenty-five dollars ($25) per month, with a 30-day free trial. Provides the Reporting Services only. Peg does not handle Return Requests on the Advanced Plan.
• Pro Plan. Twenty-five dollars ($25) per month plus usage fees, with a 30-day free trial. Provides everything in the Advanced Plan together with the Returns Handling Services, under which Peg handles and resolves Partner's Return Requests. Usage rates are stated in Section 10.1 and the applicable Fee Schedule.

On every Plan, Peg accesses Partner Data through the Shopify integration and provides reporting, analytics, and visibility into Partner's returns, including return volumes, reasons, costs, and outcomes, together with the other reporting functionality made available for Partner's Plan. The Reporting Services do not include handling, deciding, or resolving Return Requests, communicating with Returners, or moving or selling items.

On the Pro Plan, Peg receives Return Requests, gathers context and condition information from Returners, evaluates each request against Partner's configured parameters, determines a Disposition, executes or orchestrates the authorized resolution, and reports the outcome and economics of returns handled through the Service.

These Terms apply to Partner on every Plan. Sections 5, 7, 8, 9, 10.2 through 10.7, and 12.3 apply only while Partner is on the Pro Plan, and have no effect while Partner is on the Starter Plan or the Advanced Plan. The 85/15 Recovery Share in Section 10.2 applies only to Auction Sales of items handled under the Returns Handling Services on the Pro Plan. All other Sections, including Sections 4, 6, 11, 13, 14, 15, 16, 17, 18, 19, 20, and 21, apply on every Plan.

On the Pro Plan, and depending on Partner's configuration and the functions enabled for Partner, a Disposition may include:

• routing the item through Partner's standard return or reverse-logistics process;
• resolving the return with the Returner retaining the item, paired with a refund, partial refund, or store credit within Partner's configured limits;
• exchanging the item for a replacement, a different variant, or a gift return where Partner has enabled exchanges;
• routing the item to the Auction for resale;
• routing the item to another Recovery Channel;
• routing the item to a donation partner;
• routing the item to a vendor return or manufacturer program; or
• directing disposal or recycling where no economic recovery path applies.

Peg is not a carrier, freight forwarder, warehouse operator, or insurer. Physical transportation and handling are performed by third parties. Peg does not purchase Partner's inventory and does not hold inventory for resale, except that Peg may take title to individual returned items in the circumstances described in Section 8.1.

Peg may modify, add, or discontinue features and will provide reasonable notice of a change that materially reduces core functionality used by Partner on its Plan.

Peg does not guarantee uninterrupted or error-free availability of the Service. Peg may temporarily suspend or limit the Service for maintenance, security, legal, platform, or operational reasons.

Partner may change Plans through the Service, subject to Shopify billing requirements and any approval Shopify requires for a changed app charge. Shopify governs proration and credits on a Plan change, and usage fees accrued before a downgrade remain payable. An upgrade to the Pro Plan takes effect when the Pro Plan is activated and Partner has configured its Decision Authority under Section 5.1. A downgrade from the Pro Plan ends Peg's authority to accept new Return Requests as of the effective date of the downgrade. Return Requests already accepted, determinations already communicated to Returners, Auction listings already live, and movements already in progress continue to be governed by these Terms until completed, and Sections 5, 7, 8, 9, and 10.2 through 10.7 continue to apply to those transactions.

Peg may offer a free trial of the Advanced Plan or the Pro Plan, currently thirty (30) days. The Trial Period applies to the monthly subscription fee only. Usage fees, Recovery Share, and return shipping and freight obligations apply during a Trial Period to the extent the corresponding activity occurs. Subscription fees begin at the end of the Trial Period unless Partner cancels or changes Plans before it ends. One Trial Period is available per Shopify store unless Peg agrees otherwise, and Peg may modify or discontinue trial offers prospectively. Each Plan includes the monthly allowances stated for that Plan in the Peg listing on the Shopify App Store, including allowances for questions submitted to Peg, and Peg may enforce those allowances.

Before Partner enters the Peg onboarding experience, Partner installs the Peg application through Shopify and authorizes the access permissions presented by Shopify. Those permissions determine the data and Shopify functionality that Shopify makes technically available to Peg. Partner's authorization of those permissions through Shopify is separate from Partner's acceptance of these Terms.

Peg accesses Partner's Shopify store through the permissions Partner authorized through Shopify. Partner may review or revoke permissions through Shopify. Peg will use Partner Data obtained through the Shopify integration only for the purposes described in Section 11.2, to establish and maintain the integration, to secure the Service, and as otherwise permitted by these Terms, applicable law, and Shopify requirements. If a Peg function requires an additional Shopify permission, Peg or Shopify will request that permission before the function requiring it is enabled.

Shopify may make authorized store data available to Peg immediately after the Peg application is installed and connected, and Peg may begin retrieving or synchronizing Partner Data before Partner accepts these Terms. Before acceptance, Peg will use that data only as reasonably necessary to establish and prepare the integration, synchronize the store for activation, maintain security, and comply with Shopify requirements. Peg will not begin providing the Reporting Services until Partner accepts these Terms and activates the Service, and will not begin handling Return Requests or exercising Decision Authority until Partner has accepted these Terms and activated the Pro Plan.

Partner's relationship with Shopify is governed by Partner's agreement with Shopify. Peg is separately subject to its agreements, API terms, and platform requirements with Shopify. Nothing in these Terms expands Peg's access beyond the permissions authorized through Shopify or permits Peg to access, use, or retain Shopify data in a manner prohibited by applicable Shopify requirements.

Partner may revoke permissions or uninstall the Peg application through Shopify. Revocation of a permission may disable affected functionality. Uninstalling the Peg application ends Peg's ability to provide functions that require the Shopify connection and constitutes notice of termination under Section 14. Transactions already in progress remain subject to Section 14.4 to the extent they can be completed after loss of Shopify access.

Peg will maintain processes to receive and respond to Shopify-required data access and redaction requests and other mandatory privacy or compliance notices. Peg may retain information where and for so long as retention is permitted or required by applicable law or Shopify requirements.

Partner is responsible for securing its Shopify and Peg accounts, for the actions of users Partner authorizes, and for promptly notifying Peg of suspected unauthorized access involving the Service.

Partner will not reverse engineer or attempt to derive non-public models or decision logic underlying the Service; scrape, harvest, or resell Auction data, Auction Buyer information, or pricing data; resell or sublicense the Service; bid on its own listed items or coordinate bids; interfere with the operation or security of the Service; or use the Service in violation of law.

On activation of the Pro Plan and thereafter through the Peg interface, Partner configures the parameters that define Peg's Decision Authority, which may include maximum item or order values Peg may resolve without escalation; eligible categories and excluded SKUs; refund and credit rules; restocking and inventory-adjustment rules; maximum credits or discounts; freight ceilings; used or opened item handling; required return reasons; and condition evidence. Partner's active configuration in Peg constitutes the current Decision Authority granted to Peg.

Peg acts only within the Decision Authority Partner has configured. For the limited purpose of evaluating and resolving Return Requests within those parameters, Partner appoints Peg as its agent and authorizes Peg to communicate and carry out those determinations on Partner's behalf. Peg will not knowingly exceed the configured parameters; matters outside them may be escalated to Partner.

Partner may change or narrow its parameters through the Peg interface. Unless Peg specifies otherwise, a change applies to Return Requests initiated after the change. A determination already communicated to a Returner within Peg's authority remains binding on Partner.

Partner remains the merchant of record for every underlying sale to a Returner. Within Partner's configured Decision Authority, Partner authorizes Peg to trigger refunds, partial refunds, credits, store credits, and other authorized adjustments through Partner's Shopify store and connected payment systems. All such amounts are funded solely by Partner. Peg does not advance, hold, or guarantee funds for Returner refunds and is not a party to the underlying retail sale.

Partner acknowledges that Dispositions may be determined by automated systems, algorithms, rules, probabilistic methods, and machine-learning models applied to Returner-supplied information and Partner Data. Individual determinations may prove sub-optimal in hindsight. Peg's obligation is to operate within Partner's configured parameters and to exercise reasonable care in the design and operation of the Service. Peg does not warrant the outcome of any individual determination.

A Return Request that falls outside Partner's Decision Authority, or that Peg flags for judgment, is escalated to Partner with the relevant context. Peg does not determine a Disposition for an escalated Return Request. Partner decides the outcome, and Peg carries out Partner's instruction or routes the Return Request to Partner's standard return process. A determination Peg has made and communicated within its Decision Authority is not subject to reversal by Partner where reversal would violate applicable law or Partner's published return policy.

Partner will configure its Decision Authority so that authorized outcomes are consistent with Partner's applicable published return policy and applicable law. Peg will apply Partner's configured parameters in resolving Return Requests.

Peg provides Returners a means to request that a Return Request be reviewed by a person rather than resolved solely by automated means. A Return Request handled under this Section is reviewed manually or routed to Partner's standard return process, without disadvantage to the Returner. Partner will not disable or obscure that path.

Partner will provide and maintain accurate order, product, pricing, cost, policy, and other information used by Peg and will promptly update its Peg configuration when its return policy or other material operating rules change. Peg's determinations depend on this information.

Partner represents that, at the time of the original sale to the Returner, it held good title to the item free of liens and encumbrances, and that the item may lawfully be transferred as contemplated by these Terms.

Partner represents that each item eligible for resale or transfer is lawful to sell and transfer, is not counterfeit, is not subject to an active recall or safety notice, and complies with applicable labeling, safety, packaging, and product requirements. Partner will exclude from resale any item or category that may not lawfully be transferred through the applicable Recovery Channel.

Partner is responsible for compliance with laws applicable to Partner's products, sales, advertising, return-policy disclosures, product safety, privacy practices, taxes, and customer relationship, including the content of Partner's published return policy.

Partner will reasonably respond to escalations and provide documentation needed for disputes, chargebacks, carrier claims, tax matters, and compliance. Partner will not intentionally circumvent Peg for Return Requests designated for handling through the Service except where reasonably necessary to address customer service, legal, safety, fraud, or operational issues.

A Returner remains Partner's customer. Peg interacts with Returners under the Peg brand as Partner's authorized agent for the return interaction. Nothing in these Terms transfers the underlying customer relationship from Partner to Peg.

Returners using Peg may be required to accept applicable Peg Returner Terms and Privacy Policy. Partner authorizes Peg to present those terms and to communicate with Returners about their returns by email, SMS, in-app messaging, or other enabled channels as reasonably necessary to resolve a Return Request.

Partner is responsible for providing legally required notices and obtaining legally required permissions relating to Partner's collection and disclosure of Returner data to service providers such as Peg, except for notices and consents that Peg expressly undertakes to provide directly through the Peg return experience or under the applicable Returner terms and privacy notices accepted by Returners.

Warranty, product liability, product safety, recall, and similar obligations for items sold by Partner remain with Partner.

Peg may handle first-line Returner communication for returns it manages and may escalate unresolved disputes to Partner. Partner retains final authority over disputes concerning Partner's own policies, products, or payments except to the extent Partner has already authorized and Peg has communicated a binding determination under Section 5.

The Returner retains title to an item purchased from Partner until the refund, partial refund, or credit associated with the Return Request is issued. On issuance, title to the item passes from the Returner to Partner or to Peg, as Peg designates in accordance with the Disposition determined for that item. Where the Disposition routes the item to Partner's standard return or reverse-logistics process, title passes to Partner. Where the Disposition routes the item to the Auction or another Recovery Channel, title passes to Peg, and Peg may sell or otherwise transfer the item in its own name. Peg takes title only for the purpose of completing the Disposition and does not hold items for inventory or investment purposes.

Where Peg resolves a return by having the Returner keep the item, title remains with the Returner and no transfer under Section 8.1 occurs.

Where a Recovery Channel requires that an item be sold in Partner's name, or where Peg does not take title under Section 8.1, Partner appoints Peg as its limited, non-exclusive agent to list, describe, price, market, and sell the item on Partner's behalf and to collect proceeds on Partner's behalf. The economic terms in Section 10 apply without regard to which party holds title at the time of sale.

Peg bears the risk of loss, theft, and damage to an item while it is in transit on a movement Peg arranges, beginning when the Returner completes the required handoff to the carrier or courier and continuing through delivery to the Auction Buyer, donee, or other destination. This allocation applies regardless of which party holds title to the item during transit. If an item is lost or damaged in transit so that the Recovery Event cannot complete, Peg will credit Partner the amount Partner would have received from the applicable Recovery Event, subject to any limit expressly stated in the Fee Schedule or applicable order form. Peg retains any carrier claim recovery. Peg bears no risk for movements Partner arranges, for Returner handling before carrier handoff, or for damage disclosed in the condition record before shipment.

Items may be offered on an as-is basis based on Returner-supplied photographs and condition information captured through Peg. Partner authorizes Peg to describe item condition on Partner's behalf using that information where the item is sold in Partner's name. Buyer-facing warranties and remedies are governed by the Peg Auction Rules and applicable law.

Peg is responsible for calculating, collecting, reporting, and remitting sales, use, and similar transaction taxes on Auction Sales to the extent required by applicable law, whether as seller or as marketplace facilitator. Partner remains responsible for taxes imposed on Partner's own income, franchise, business, or underlying retail sale activities.

When a Disposition requires the Returner to ship or otherwise hand off the item, the Returner must complete the required carrier handoff, pickup, or drop-off within the stated window before the associated refund is issued. If the Returner does not complete the required handoff, Peg will not trigger the refund for that Return Request unless Partner expressly authorizes a different outcome, and no transfer of title under Section 8.1 occurs.

Eligible items are listed for a defined bidding window, with local Auction Buyers prioritized where appropriate. Peg sets the starting price, floor price, and listing parameters using its models and assessment of the item, category, condition, demand, and location.

Partner authorizes Peg to sell each listed item to the highest eligible Auction Buyer at the conclusion of the applicable auction process under the Peg Auction Rules. Peg may adjust pricing and listing parameters as needed to facilitate a sale. Partner does not set per-item reserve prices. Peg does not guarantee any particular sale price, recovery percentage, or economic outcome.

Peg may relist an item, adjust its floor or starting price, extend or repeat a bidding window, or use another permitted sale mechanism under the Peg Auction Rules until the item is sold or otherwise resolved. Partner authorizes Peg to make those pricing and routing decisions within the Service.

Auction Sales are final as to Auction Buyers except for remedies stated in the Peg Auction Rules or required by law, including remedies for a materially misdescribed item. If Peg refunds or credits an Auction Buyer under an applicable remedy, the related Recovery Event may be reversed and any corresponding amount previously paid to Partner may be offset against a future Recovery Payout.

A Recovery Event occurs only when Auction Buyer funds are collected and cleared. If Auction Buyer funds are later reversed, charged back, or clawed back, the related Recovery Event may be reversed and reflected in a future Recovery Payout or statement.

Any Auction Buyer premium, service fee, or other Auction Buyer-side fee may be charged to the Auction Buyer and retained by Peg or paid to the applicable provider as stated in the Peg Auction Rules. Treatment of Auction Buyer-paid shipping is addressed in Section 10.3 and the applicable recovery statement.

Peg operates the Auction, sets and enforces the Peg Auction Rules, and may cancel bids, remove listings, suspend Auction Buyers, reject transactions, or void sales where reasonably necessary to protect marketplace integrity, comply with law, or address fraud, payment, safety, or operational risk.

The Starter Plan is provided at no cost. The Advanced Plan is twenty-five dollars ($25) per month. The Pro Plan is twenty-five dollars ($25) per month plus usage fees. Pro usage fees are calculated on Partner's monthly Online Order volume at the tiered rates stated in the Peg listing on the Shopify App Store and the applicable Fee Schedule. Partner's total monthly volume determines the rate applied to all Online Orders in that period, so reaching a higher volume tier lowers the rate applied to every Online Order in the period. Recurring and usage-based charges are billed through Shopify on Shopify's billing cycle, currently every 30 days. Billing timing, invoicing, payment collection, proration, credits, usage caps, and related billing mechanics are governed by Shopify's billing system and the billing authorization Partner accepts through Shopify. Peg will not separately charge Partner outside Shopify for Plan Fees. All Plan Fees are stated and billed in U.S. dollars.

Peg earns a Recovery Share only on items handled under the Returns Handling Services on the Pro Plan. For each Auction Sale, Partner receives eighty-five percent (85%) of the Final Auction Price and Peg retains fifteen percent (15%), subject to the reversal provisions below and any different written economic terms applicable to Partner. This allocation applies whether the item is sold by Peg in its own name following a transfer of title under Section 8.1 or sold on Partner's behalf under Section 8.3.

"Final Auction Price" means the winning bid or sale price for the item plus shipping or delivery amounts paid by the Auction Buyer for that transaction, excluding: (a) sales, use, and similar transaction taxes; (b) any Auction Buyer premium or separate Auction Buyer-side platform or service fee; and (c) credits, coupons, promotional discounts, refunds, or reversals applied to the Auction Buyer transaction.

Partner bears the cost of the return shipping labels Peg generates for Returners and the cost of moving an item from the Returner to the Auction Buyer or other destination. Those movements are shipped on Partner's carrier account or another freight account Partner designates, and Partner is billed for them directly by the carrier. Peg does not invoice Partner for return shipping or outbound freight and does not deduct either from amounts payable to Partner. Partner may set freight ceilings in its Decision Authority under Section 5.1, and Peg will apply those ceilings in determining Dispositions.

Peg's Recovery Share for Recovery Events outside the Auction, if any, is stated in the applicable Fee Schedule or channel terms. No Recovery Share is owed where no qualifying Recovery Event occurs.

Peg will calculate Partner's recovery economics for each Settlement Period and provide a recovery statement showing completed Recovery Events, Final Auction Prices, Partner's 85% share, reversals, adjustments, and the resulting net amount payable by Peg to Partner. Plan Fees billed through Shopify are not part of the cash settlement between Peg and Partner. Peg will pay the net Recovery Payout owed to Partner on the payout schedule communicated in the Service or applicable Fee Schedule.

If reversals or other authorized recovery adjustments exceed amounts otherwise payable to Partner for a Settlement Period, Peg may carry the balance forward and offset it against future Recovery Payouts. If a balance remains owed to Peg more than 90 days after it first arises, Peg may invoice Partner for the outstanding amount, payable within 30 days of the invoice date. Peg will not separately debit Partner's bank account or payment card unless Partner separately authorizes that payment method in writing or through an approved payment flow.

If Shopify reports that a required Plan Fee charge or subscription is unpaid, canceled, declined, or no longer authorized, Peg may suspend affected Service functionality and may terminate the Service in accordance with Section 14.

Peg will maintain records of Recovery Events and provide Partner with recovery statements through the Service or another designated method. Shopify separately provides records for Plan Fees billed through Shopify. Partner must notify Peg of a claimed error in a Peg recovery statement within 60 days after the statement is made available. Absent manifest error, Peg's transaction records will control the calculation of Recovery Payouts, subject to correction of demonstrated errors.

Plan Fees and other Peg service fees are exclusive of taxes imposed on the Service unless Shopify or applicable law requires otherwise. Partner is responsible for taxes imposed on Partner in connection with Peg service fees, excluding taxes on Peg's net income. Section 8.6 governs transaction taxes on Auction Sales.

Peg may change Plan Fees or the Fee Schedule on at least 30 days' notice unless a longer period is required by an applicable order form or by Shopify. Peg may change the 85/15 Auction split on at least 30 days' notice, applied prospectively. Where Shopify requires Partner to approve a changed app charge or subscription, the change will not take effect through Shopify until the required approval occurs.

Unless otherwise stated, all amounts under these Terms are denominated in U.S. dollars.

As between Peg and Partner, Partner retains its rights in Partner Data, subject to the licenses and processing rights necessary for Peg to provide and improve the Service and exercise the rights expressly granted in these Terms.

Peg may process Partner Data, including Returner personal data, to establish and maintain the Shopify integration; provide, operate, secure, and support the Service; determine and execute Dispositions; operate Recovery Channels, including listing items, coordinating delivery, and settling proceeds; detect and prevent return fraud, abuse, and marketplace misconduct; report return outcomes and economics to Partner; develop, train, test, evaluate, and improve Peg's models, algorithms, decision logic, and Service; create aggregated and de-identified data under Section 11.3; and comply with law, Shopify requirements, and enforceable legal process. These purposes apply on every Plan, including the Starter Plan and the Advanced Plan, to the extent the relevant activity occurs. Peg will not materially expand these purposes without providing notice as required under Section 19 and obtaining any additional consent or platform authorization required by law or Shopify. Peg processes device and activity data, including geolocation, IP address, and browser and operating system information, to secure the Service, verify Returner location for routing and handoff, and detect fraud and abuse.

Peg may create aggregated or de-identified data from Partner Data and from return, marketplace, and recovery outcomes. Peg owns the resulting aggregated or de-identified datasets, models, benchmarks, and insights and may use or disclose them for lawful business purposes, including product improvement, analytics, research, fraud prevention, and industry reporting, provided the disclosed information does not reasonably identify Partner, a Returner, or an Auction Buyer.

Peg may use return-behavior, marketplace, payment, and abuse signals derived across its Partner base to evaluate risk on Partner's returns and may use signals derived from Partner's activity to evaluate risk for other Partners, provided Peg does not disclose Partner's identity, another Partner's identity, or Returner personal data to another Partner except as permitted by law and applicable terms.

To provide the Service or execute a Disposition, Peg may disclose the minimum information reasonably necessary to carriers, couriers, payment providers, Auction Buyers, donation partners, Recovery Channel participants, service providers, and other parties involved in the transaction. Peg does not sell Returner personal data for another party's independent marketing and will honor applicable privacy choices and legal requirements.

Peg may retain Partner Data while Partner uses the Service and for as long thereafter as reasonably necessary for the purposes permitted by these Terms, subject to Shopify requirements, applicable law, and Peg's legal, tax, accounting, audit, fraud-prevention, security, and dispute-resolution obligations. Following uninstall or termination, Peg will delete, return, or de-identify personal data within the time and manner required by applicable Shopify requirements and law, except for information Peg is permitted or required to retain. Peg may retain de-identified or aggregated information that no longer identifies Partner, Returners, or Auction Buyers.

Partner may enable additional Peg functions from time to time. A new function may use existing Shopify permissions where those permissions are sufficient and the use is within the purposes authorized by these Terms. If a function requires additional Shopify permissions or materially different data uses, Peg will obtain the required authorization before enabling the applicable functionality.

The applicable Data Processing Addendum governs processing of personal data where it applies. The parties acknowledge that their respective privacy roles may differ by activity, including return handling, Auction operations, Auction Buyer relationships, fraud prevention, and legal compliance. The Data Processing Addendum and applicable privacy notices will govern those role allocations to the extent required by law.

Peg will maintain administrative, technical, and physical safeguards reasonably appropriate to the nature of the data it processes and the risks presented by the Service. Peg will maintain controls designed to protect Protected Customer Data and will provide legally or contractually required notices following confirmed security incidents affecting Partner Data.

Peg may record the lifecycle of each return it handles, including initiation, condition capture, determination, physical movement, communications, recovery activity, and final outcome. That record forms part of the Service and may be used as permitted under this Section 11.

The categories of Shopify data Peg accesses are disclosed on the Peg listing on the Shopify App Store and explained in the Privacy Policy. Peg will keep those disclosures consistent with the purposes stated in this Section 11, and will update the listing disclosures, the Privacy Policy, and this Section together when Peg's access or purposes change.

Peg and its licensors own the Service, including software, models, algorithms, decision logic, documentation, interfaces, marketplace systems, and the Peg name, logo, and marks. No rights are granted except the limited rights necessary for Partner to access and use the Service under these Terms.

Partner grants Peg a non-exclusive, royalty-free license during the term to use Partner's name, logo, product images, product descriptions, policies, and other content as reasonably necessary to operate the return experience, list and sell items through Recovery Channels, communicate with Returners, and describe items to Auction Buyers.

On the Pro Plan, the Peg return experience may be Peg-branded, including within the return flow, Returner communications, and Peg badges or interface elements. Unless otherwise agreed in writing, Partner will not remove or obscure required Peg branding in a manner that interferes with the Service.

Peg may use suggestions, ideas, and feedback Partner provides about the Service without restriction or obligation, provided Peg does not publicly identify Partner as the source without permission.

Peg may use Partner's name and logo as reasonably necessary to provide the Service. Public customer lists, case studies, quoted statements, testimonials, or Partner-specific performance figures require Partner's prior consent unless otherwise agreed in writing.

Each party will protect the other party's non-public information disclosed in connection with the Service using at least reasonable care, will use it only for purposes consistent with these Terms, and will disclose it only to personnel, affiliates, contractors, service providers, and professional advisors who have a need to know and are subject to confidentiality obligations appropriate to the information.

Confidentiality obligations do not apply to information that the receiving party can demonstrate is publicly available through no breach of these Terms, independently developed without use of the disclosing party's confidential information, rightfully received from a third party without confidentiality duty, or required to be disclosed by law or valid legal process, subject to legally permitted notice.

Confidentiality obligations survive for five years after termination, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

Non-public pricing, pilot terms, recovery-rate data, model performance information, Auction economics, algorithms, security information, and non-public product plans are Peg's confidential information.

These Terms begin when Partner affirmatively accepts them through Peg onboarding and continue month to month until terminated. There is no minimum commitment unless a signed order form, pilot agreement, or enterprise addendum states otherwise.

Partner may terminate the Service at any time by uninstalling the Peg application, disabling the Service through an available Peg control, or providing written notice. Service functionality may end immediately when Shopify access is revoked or the application is uninstalled. Accrued fees, recovery calculations, in-flight transactions, data obligations, and other provisions that by their nature apply after termination remain governed by these Terms.

Peg may suspend or terminate access, in whole or in part, for breach of these Terms, nonpayment or loss of required Shopify billing authorization, loss of required platform authorization, fraud, legal or safety risk, misuse, or material operational risk. Suspension may be immediate where reasonably necessary to address fraud, consumer harm, security, legal compliance, or product-safety exposure; otherwise Peg will provide reasonable notice where practicable.

Following termination, Peg may complete Return Requests already accepted, determinations already communicated to Returners, Auction listings already live, completed carrier handoffs, and other transactions already in progress, to the extent technically and legally possible after loss of Shopify access. Partner's obligations and Peg's payout, freight, reversal, tax, title, and recordkeeping rights continue for those transactions.

Partner's right to use the Service ends upon termination. Peg may provide a limited period for Partner to export available return and outcome data where that functionality exists. Accrued payment and Recovery Payout obligations survive, subject to Section 11.6 and applicable Shopify data-deletion requirements.

Fees already incurred are not refundable except as required by Shopify's billing rules, applicable law, or a separate written agreement. Shopify controls credits, prorations, and related Plan Fee billing adjustments processed through Shopify.

Provisions that by their nature should survive termination will survive, including provisions concerning completed transactions, accrued amounts, title to items transferred before termination, data rights applicable after termination, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, dispute resolution, and general contractual terms.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available," and Peg disclaims implied warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Peg does not warrant or guarantee any particular cost savings, diversion rate, recovery percentage, Auction price, conversion improvement, return on investment, or other business result.

Estimates, calculators, forecasts, and illustrations are informational only and are not commitments or projections of Partner's results.

Determinations, condition assessments, fraud indicators, pricing decisions, and recommendations may be generated by automated systems and may contain errors. Partner is responsible for configuring parameters appropriate to its business and for maintaining accurate policies and data.

Carriers, delivery networks, liquidators, donation partners, marketplaces, payment providers, Shopify, and other third parties are independent providers. Peg will use reasonable care in selecting or managing third parties it directly engages where appropriate, and Section 8.4 governs transit risk on movements Peg arranges.

Features identified as beta, pilot, preview, or early access may be incomplete, may change, and may be withdrawn at any time, subject to any contrary written agreement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, or business interruption, even if advised of the possibility of those damages.

Except for obligations excluded from the cap under Section 16.3, each party's total liability arising out of or relating to these Terms will not exceed the greater of (a) the total Plan Fees paid by Partner to Peg through Shopify plus the Recovery Share retained by Peg on Partner's items during the 12 months preceding the event giving rise to the claim, or (b) $500. The transit-loss credit obligation under Section 8.4 is a contractual performance obligation and is not reduced by this cap.

The general cap does not limit Partner's payment obligations, Partner's indemnification obligations under Section 17.1, either party's fraud or willful misconduct, or any liability that cannot lawfully be limited. Any additional treatment of confidentiality, privacy, or data-security liability will be governed by an applicable Data Processing Addendum, enterprise addendum, or other written agreement.

The limitations in this Section reflect the allocation of risk between the parties and are a material basis on which the Service is made available.

Partner will defend, indemnify, and hold harmless Peg and its affiliates from third-party claims and resulting losses arising from Partner's products or items, including product liability, safety, and recall claims and including claims asserted after title to an item has passed to Peg or an Auction Buyer; Partner content or marks; Partner's breach of Section 6; Partner's return policy, pricing, refund practices, or customer representations; Partner's failure to hold good title; taxes for which Partner is responsible; or Partner's configuration of Decision Authority, except to the extent the claim is caused by Peg acting outside that authority or by Peg's own breach of these Terms.

Peg will defend, indemnify, and hold harmless Partner from third-party claims that the Service, as provided by Peg and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and from resulting losses. Peg may modify the Service, obtain rights for continued use, or terminate affected functionality to resolve an infringement claim.

The indemnified party will provide prompt notice of a claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation. The indemnifying party may not settle a claim in a manner that admits fault by or imposes a non-monetary obligation on the indemnified party without that party's consent, not to be unreasonably withheld.

Each party will comply with laws applicable to its respective activities under these Terms.

Each party will comply with applicable export, sanctions, and anti-boycott laws and represents that it is not a restricted party to the extent such representation is required by applicable law.

Each party will comply with applicable anti-bribery and anti-corruption laws.

Peg may disclose information as required by law, court order, subpoena, or other valid legal process and will provide notice where legally permitted and reasonably practicable.

Peg may update these Terms from time to time. For changes that materially affect Partner's rights or obligations, including a material expansion of the data-use purposes in Section 11.2, Peg will provide at least 30 days' notice by email, in-app notice, or another reasonable electronic method before the change takes effect, unless a shorter period is reasonably necessary for legal, security, or platform-compliance reasons.

Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms where permitted by law. If Partner does not accept a material change, Partner may terminate the Service before the change takes effect. Peg will obtain affirmative acceptance where required by law, Shopify, or the nature of the change.

Changes to Plan Fees are also subject to Shopify billing requirements. Changes to the Auction split are governed by Section 10.11.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through direct discussion for 30 days after written notice of the dispute.

Except for claims eligible for small-claims court and requests for temporary or injunctive relief to protect intellectual property, confidential information, security, or misuse of the Service, unresolved disputes will be resolved by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be seated in Omaha, Nebraska, unless the parties agree otherwise, and judgment on the award may be entered in any court of competent jurisdiction.

To the extent permitted by law, each party waives the right to a jury trial and to participate in a class, collective, consolidated, or representative action relating to a dispute covered by this Section.

Except for payment claims or claims for which a shorter limitation is prohibited by law, a claim arising from these Terms must be brought within one year after the claimant knew or reasonably should have known of the facts giving rise to the claim.

Partner may not assign these Terms without Peg's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all of Partner's business or assets if the assignee assumes these Terms. Peg may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its business or assets.

The parties are independent contractors. Except for the limited agency expressly created in Sections 5.2 and 8.3, nothing in these Terms creates a partnership, joint venture, employment, fiduciary, franchise, or general agency relationship.

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations and obligations that can reasonably be performed despite the event.

Peg may give notice by email to the address associated with Partner's account, through the Service, or through another reasonable electronic method. Partner may give legal notice to Peg.com LLC, 120 Regency Parkway, Suite 115, Omaha, Nebraska 68114, with a copy by email to retailersupport@peg.com.

These Terms, together with the documents expressly incorporated by reference and any applicable signed order form, pilot agreement, or enterprise addendum, constitute the entire agreement between Peg and Partner regarding the Service and supersede prior discussions concerning the Service. They do not modify or supersede Partner's separate agreement with Shopify. Terms contained in Partner purchase orders or vendor forms do not modify these Terms unless Peg expressly agrees in writing.

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remainder of these Terms will remain in effect. A failure to enforce a provision is not a waiver.

These Terms create no third-party beneficiary rights for Returners, Auction Buyers, or any other person except as expressly stated.

Partner consents to transact electronically. Peg may maintain electronic records showing the Partner account, Shopify store identifier, accepting user, date and time of acceptance, version of the Terms accepted, and other information reasonably necessary to evidence acceptance and account activity.

Headings are for convenience only. "Including" means "including without limitation." References to writing include permitted electronic communications. Singular terms include the plural where the context requires, and vice versa.