Pennyworth LLC Auction Terms and Conditions

PENNYWORTH LLC AUCTION TERMS AND CONDITIONS Version 5.0 — Effective July 8, 2026 — Hays County, Texas ⚠ READ BEFORE PARTICIPATING — THESE TERMS ARE LEGALLY BINDING These Auction Terms and Conditions ("Auction Terms," "Terms") govern all participation in auctions, sales, and Buy Now offerings operated by Pennyworth LLC ("Pennyworth," "we," "us," "our"), a Texas limited liability company located at 3225 FM 2001, Suites 603 & 604, Buda, Hays County, Texas 78610-3784. By registering an account, accessing the platform, placing a bid, purchasing an item, paying an invoice, requesting pickup, accepting release of property, or entering Pennyworth premises, each participant ("Bidder," "Buyer," "you") agrees to every provision in these Auction Terms. These Auction Terms constitute a binding legal contract between you and Pennyworth LLC. If You Do Not Agree To These Terms In Their Entirety, Do Not Register, Bid, Purchase, Or Enter Pennyworth Property. These Auction Terms operate together with Pennyworth's Platform Sign-Up Terms and Conditions, Consignor Agreement (where applicable), and Privacy Policy, all available at www.pennyworthauctions.com. In the event of a direct conflict between these Auction Terms and Pennyworth's general Platform Sign-Up Terms and Conditions with respect to a specific subject matter, these Auction Terms control solely with respect to auction participation, bidding, payment, pickup, returns, and related auction transactions. Pennyworth may administer its auctions in its sole discretion, subject to applicable law. Section 1 — Eligibility and Age Requirement 1.1 Minimum Age — 18 Years You must be at least 18 years of age to register, bid, purchase, or enter Pennyworth premises. By registering or bidding, you represent and warrant that you are at least 18 years of age and legally capable of entering into binding contracts under applicable law. Pennyworth may require government-issued photo identification at any time to verify age and identity. Any account found to belong to a person under 18 may be immediately suspended and terminated, all bids voided, and all unclaimed property forfeited. Pennyworth is not liable for any consequences arising from misrepresentation of age. 1.2 Legal Capacity You further represent and warrant that: (a) you are not subject to any legal disability that would prevent you from entering into a binding contract; (b) participation does not violate any law, regulation, sanction, or court order applicable to you; and (c) all information provided at registration and throughout your use of the platform is truthful, accurate, complete, and current. 1.3 Account Responsibility You are solely responsible for all bids and activity originating from your account. You may not share, transfer, lease, sell, or allow others to use your account credentials. Pennyworth may hold you fully liable for any activity, bids, purchases, or breaches originating from your account, regardless of whether you authorized them, where reasonable precautions to protect credentials were not taken. 1.4 Business and Entity Bidders Business entities must provide valid business documentation upon request and designate an authorized representative. The authorized representative personally guarantees the entity's compliance with these Terms, including all financial obligations, indemnification obligations, and arbitration obligations, and is jointly and severally liable with the entity for any breach. Section 2 — Binding Contract and Bid Obligations 2.1 Bid as Binding Contract Placing a bid constitutes a legally binding, non-cancelable, and irrevocable contract to purchase the lot if you are the high bidder at close, and to pay all amounts due, including: - The full winning bid amount (the "Hammer Price") - A buyer's premium of fifteen percent (15%) of the Hammer Price, unless a different premium is expressly disclosed in the individual auction listing - Applicable sales tax - All disclosed storage, handling, administrative, and other charges All bids are final. Bid retraction is not permitted except where Pennyworth expressly approves it in writing in its sole discretion. Winning bidders are obligated to pay upon award. For accounts with a stored payment method, payment is collected automatically at or after auction close as provided in Section 10. For house-designated cash-buyer accounts, payment is due in full at pickup. No item will be released until all amounts due have been paid in full. 2.2 Buy Now Purchases Buy Now purchases create a binding contract upon completion of the Buy Now transaction on the platform. All provisions of these Terms governing winning bids — including payment obligations, pickup obligations, no-cherry-picking restrictions, default consequences, and return policy — apply equally to Buy Now purchases unless expressly stated otherwise in the listing. 2.3 No Selective Acceptance; No Cherry-Picking Buyers may not pick and choose only certain won items while refusing others unless Pennyworth expressly allows it in writing. If a Buyer wins multiple lots, invoices, or grouped purchases, Pennyworth may require the Buyer to complete the entire transaction as a condition of release of any property. If a Buyer attempts to reject, separate, abandon, or selectively accept only certain won items, Pennyworth may, in its sole discretion and without liability, do any one or more of the following: - Refuse to release any of the Buyer's won items - Refuse to release only part of the Buyer's won items - Cancel some or all lots won by that Buyer - Deem some or all affected lots forfeited, unpaid, abandoned, or defaulted - Assess storage, handling, administrative, relisting, and default-related charges - Suspend or permanently terminate the Buyer's account Pennyworth shall have no liability for refusing release of part or all of a Buyer's auction wins where Pennyworth determines that the Buyer has failed or refused to complete the transaction on Pennyworth's required terms. 2.4 Consequences of Non-Payment or Default Failure to pay, failure to appear, refusal to complete the transaction as invoiced, refusal to retrieve the full purchase as required, or failure to comply with pickup requirements may result in one or more of the following at Pennyworth's sole discretion: - Immediate account suspension or permanent termination - Forfeiture of all items won, subject to the payment treatment in Section 11.4 for paid invoices - Assessment of storage fees, administrative fees, relisting fees, and handling charges - Relisting, resale, donation, recycling, destruction, liquidation, or other disposition of the item, in any manner Pennyworth chooses, without notice or liability - Voiding of all bids, purchases, and entitlements associated with the defaulted account - Referral to collections - Arbitration or other lawful enforcement proceedings - Recovery of losses, fees, relisting costs, collection costs, and attorney's fees where allowed by these Terms or applicable law - Imposition of a reinstatement fee under Section 2.5 2.5 Account Reinstatement Fee Where Pennyworth, in its sole discretion, agrees to consider reinstatement of a suspended or terminated account, the account holder shall pay a non-refundable administrative reinstatement fee of $10.00 USD plus an amount equivalent to the fifteen percent (15%) buyer's premium on all defaulted lots associated with the suspended account, calculated by reference to the original Hammer Price of each defaulted lot in the aggregate. The reinstatement fee covers a portion of the operational costs already incurred by Pennyworth in connection with the defaulted activity, including without limitation listing preparation, photography, lot creation, staging, storage, customer service, payment processing, and administrative processing. Payment of the reinstatement fee is a precondition to reinstatement consideration but does not entitle the account holder to reinstatement, which remains at Pennyworth's sole discretion. Pennyworth may modify the reinstatement fee from time to time by updating these Terms. Pennyworth may decline reinstatement entirely for repeat defaults, fraud, abusive conduct, or any other lawful reason. The reinstatement fee is non-refundable in all circumstances, including where reinstatement is declined. The reinstatement fee does not entitle the account holder to recovery of any items previously won and defaulted upon; all such items remain Pennyworth's property and are subject to disposition under Section 2.4. 2.6 Stored Payment Method and Automatic Charge Authorization (a) Card required to bid. Except for house-designated cash-buyer accounts, a valid credit or debit card must be stored on your account before your first bid is accepted. (b) Authorization. By storing a payment method and placing any bid or Buy Now purchase, you expressly authorize Pennyworth, through its payment processor, to charge your stored payment method for the full amount of any invoice arising from your winning bids or purchases — the Hammer Price, buyer's premium, applicable sales tax, and any disclosed charges — at or after the close of the applicable auction, without further notice or action by you. This authorization remains in effect for each auction in which you bid until revoked in writing; revocation does not affect amounts already owed. (c) Card storage. Card credentials are stored and processed by Pennyworth's PCI-compliant payment processor. Pennyworth does not itself store full card numbers. (d) Failed charges. If a charge is declined or fails, the invoice remains immediately due. Pennyworth may retry the charge, and you must pay by another accepted method no later than pickup. An invoice unpaid at the end of the applicable pickup window is a default under Section 2.4. (e) Chargebacks. Initiating a chargeback or payment reversal against a charge validly authorized under this Section, without first exhausting the dispute process in Section 16, is a material breach of these Terms. Nothing in this Section limits any non-waivable right you may have under card-network rules or applicable law. (f) Refunds. Refunds for voided invoices or approved returns are issued to the original payment method unless Pennyworth expressly agrees otherwise. Section 3 — Pennyworth's Role and Seller Identification Pennyworth may operate either as direct seller or as auctioneer/agent depending on the lot: - Where a lot description identifies Pennyworth LLC as seller, Pennyworth is the selling party. - Where a lot description identifies a third-party consignor or seller, Pennyworth acts solely as auctioneer or administrative agent unless the listing states otherwise. For third-party lots, Pennyworth does not guarantee title, legality, authenticity, condition, completeness, or compliance, and disputes concerning such matters remain primarily between the Buyer and the third-party seller unless Pennyworth elects to assist. Pennyworth's election to assist does not establish liability or any obligation to provide further assistance. Section 4 — Pennyworth Associates and Employee Bidding 4.1 Associates May Bid Pennyworth employees, contractors, associates, and immediate family members of the foregoing (collectively, "Pennyworth Associates") may register and bid in Pennyworth auctions unless prohibited by internal policy or law. Pennyworth Associates are subject to the same payment obligations, eligibility requirements, auction rules, and enforcement provisions as all other bidders. 4.2 No Preferential Treatment Pennyworth Associates receive no contractual right to special pricing, priority release, reserve information, or bid protection. Pennyworth may void any associate bid that, in Pennyworth's judgment, creates an actual or apparent conflict of interest. 4.3 Prohibited Associate Conduct No Pennyworth Associate may bid on, influence bidding on, or facilitate bidding on any lot in which that Associate, or any related person or entity, has a direct or indirect ownership, consignor, or financial interest unless expressly disclosed and permitted by Pennyworth in writing. Section 5 — Shill Bidding, Manipulation, and Fraudulent Conduct Shill bidding, bid manipulation, and collusive bidding are strictly prohibited. 5.1 Definition "Shill bidding" means any bid placed by or on behalf of a seller, consignor, or related person for the purpose of artificially inflating price without genuine intent to complete a bona fide purchase. 5.2 Prohibition Shill bidding, bid manipulation, collusive bidding, coordinated bidding schemes, fake accounts, account sharing for bidding purposes, automated sniping tools used without permission, and any other deceptive bidding conduct are prohibited and may violate applicable civil or criminal law. 5.3 Remedies Upon detection or reasonable suspicion, Pennyworth may void bids, cancel lots, suspend or ban accounts, deny release of property, refer the matter to law enforcement, report conduct to third parties, and seek recovery of damages, fees, and costs. 5.4 Reporting Suspected manipulation may be reported to admin@pennyworthauctions.com. Pennyworth may investigate and act in its sole discretion. Section 6 — Administrative Authority and Auction Rules Pennyworth may, in its sole discretion and subject to applicable law: - Reject, void, remove, reopen, disqualify, or cancel any bid or lot - Modify lot content, titles, descriptions, photos, condition codes, return codes, pickup windows, storage terms, and release terms - Adjust bid increments, timers, close times, grouping, and invoice structure - Extend or reopen auctions because of bidding activity, technical issues, fairness concerns, suspected misconduct, payment issues, or operational reasons - Request identification or proof of authorization at any time - Suspend, restrict, or terminate accounts - Refuse service to any person for any lawful reason - Cancel, postpone, reschedule, or limit any auction, pickup event, or property release Pennyworth is not responsible for user bidding errors, software interruptions, internet failures, delayed notifications, spam filtering, platform malfunctions, or other technical issues. Pennyworth may take corrective administrative action in response to such events without liability. 6.1 Bidding Mechanics: Proxy Maximums, Absentee Bids, Staggered Close The platform accepts proxy ("maximum") bids: you may enter the highest amount you are willing to pay, and the system will bid on your behalf in the minimum increments necessary to maintain your lead, up to that amount. Your maximum is sealed — it is never displayed to other bidders, sellers, or staff screens. A proxy maximum is a binding bid up to its full amount. Absentee maximums placed before bidding opens activate when the auction opens and are equally binding. Lots close on a staggered schedule as displayed in the listing; the published closing time is when closing BEGINS. A bid placed within the listing's displayed soft-close window extends that lot's closing time by the displayed extension. The clock only ever moves later. Timer mechanics, increments, and schedule are as displayed on the auction page at the time of bidding and are subject to this Section 6. Section 7 — Preview, Inspection, and Due Diligence Physical inspection opportunities, if offered, will be listed in the auction description. If no preview period is listed, the Buyer accepts the item without physical inspection. Pennyworth uses photographs, retailer-supplied information, consignor information, manufacturer information, manifest data, identifiers, artificial-intelligence tools, barcode data, and staff observations to create listings. Pennyworth attempts to describe lots in good faith but does not guarantee that any listing is complete, error-free, perfectly matched, or free from omissions. Errors may occur, including but not limited to incorrect accessories, incorrect model information, incorrect measurements, incomplete information, missing parts, authenticity disputes, and condition differences. Photographs, descriptions, dimensions, titles, lot information, condition information, return codes, and all listing content are provided for identification and general reference only and may not reflect the exact condition, completeness, authenticity, configuration, measurements, packaging state, compatibility, or contents of the item. Buyers are solely responsible for conducting due diligence before bidding. Failure to inspect is not grounds for cancellation, refund, dispute, or chargeback. Approved returns for verified material misrepresentation, if any, are governed exclusively by Section 13. Section 8 — Pennyworth Item Rating System (Non-Warranty) Condition ratings are subjective opinions only — not warranties, representations, or guarantees. Condition Categories: - New — Factory sealed. Completeness not guaranteed. - Like New — Appears unused. Accessories may or may not be included. - Open Box — Packaging opened. Item may have been removed, handled, displayed, unpacked, or lightly tested. Accessories may be missing. Cosmetic signs may be present. - Good — Light prior use. Functional to the best of our knowledge; no guarantee. - Fair — Wear, cosmetic imperfections, or minor issues. Sold as-is. - Salvage — Damaged, incomplete, nonfunctional, or parts-only. - Unknown — Untested, unverified, or insufficiently identified. Buyer assumes all risk. Return Codes: - R — Limited return eligibility for verified material misrepresentation only, subject to Section 13 - P — Pennyworth Plus return privileges apply only if expressly stated and subject to Section 13 - X — No returns; sold strictly as-is - T — Third-party seller policy applies where identified in the listing Return eligibility is governed by the listing, the assigned return code, and Section 13. Pennyworth will determine in good faith and in its reasonable discretion whether a claimed issue falls within the limited return policy. Section 9 — As-Is, Where-Is — Complete Warranty Disclaimer All items are sold as-is, where-is, with all faults, except only to the limited extent a return is expressly approved under Section 13. To the maximum extent permitted by law, Pennyworth disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation: - Implied warranties of merchantability - Implied warranties of fitness for a particular purpose - Warranties of non-infringement - Representations regarding completeness, operability, compatibility, safety, originality, authenticity, or performance - Representations regarding photographs, descriptions, identifiers, manifests, barcodes, packaging, accessories, measurements, model numbers, return codes, or images - Warranties arising from course of dealing, usage, or trade practice Title transfers upon full payment. Risk of loss passes to the Buyer upon release of the item to the Buyer or the Buyer's agent, carrier, contractor, or vehicle. Section 10 — Payment Requirements Winning bidders are responsible for payment of all amounts due at auction close. Primary method — automatic card charge. Except for house-designated cash-buyer accounts, your stored payment method is charged automatically at or after auction close under the authorization in Section 2.6. Counter payment. House-designated cash-buyer accounts, and any buyer whose automatic charge failed, must pay in full no later than pickup by one of the following accepted methods: credit or debit card, Apple Pay, Zelle, Venmo, or cash. Pennyworth may change accepted counter payment methods at any time. Pennyworth is not required to accept checks, financing arrangements, or installment plans. No item will be released until payment has been completed in full. Failure of payment, failure to complete pickup, refusal to accept all required items in the transaction, or any attempted reversal of a valid payment constitutes default. Chargebacks, payment reversals, and fraudulent payment disputes in violation of Section 2.6(e) may constitute a material breach of these Terms and may be pursued to the fullest extent permitted by law. In the event of chargeback activity, payment reversal, or disputed release of property, Pennyworth may freeze the account, deny future bidding, withhold property, pursue collections, recover attorney's fees where permitted, and seek all available legal and equitable remedies. Section 11 — Pickup Requirements, Storage Fees, Refusal of Release, and Abandonment 11.1 Pickup Periods Buyers must retrieve and pay for all purchased items during the designated pickup period stated in the listing or pickup instructions. Unless a different period is expressly stated in the listing, the standard pickup period is three (3) business days after the close of the applicable auction, Sundays excluded. Storage fees may begin immediately after that standard period expires. Where Pennyworth Plus benefits apply to the specific listing, the pickup/storage grace period extends to seven (7) business days after the close of the applicable auction, Sundays excluded, unless a different period is stated in the listing. Storage fees may begin immediately after that applicable extended period expires. 11.2 Identification and Authorization Pennyworth may require valid identification, proof of purchase, confirmation of payment, and proof of authority before releasing any item. Pennyworth may refuse release where identity, authorization, payment status, invoice completeness, pickup compliance, or account standing is not satisfactory to Pennyworth. 11.3 Refusal of Release Pennyworth may refuse to release some, none, or all won items if the Buyer fails to complete the transaction exactly as required, including where the Buyer attempts to cherry-pick only certain items, refuses part of the invoice, fails to pay all amounts due, or otherwise defaults. If Pennyworth refuses release because of Buyer default, Pennyworth shall have no liability for loss of bargain, missed resale opportunity, inconvenience, travel expense, labor cost, downstream damages, or any other claim arising from that refusal. 11.4 Abandonment, Forfeiture, and Disposition Abandonment occurs when Pennyworth determines that the item has been abandoned after the applicable pickup or holding period has expired. For standard buyers, that determination may be made immediately after the standard period in Section 11.1 expires. For Pennyworth Plus buyers, that determination may be made immediately after the applicable extended period expires. Pennyworth has sole discretion to determine abandonment and is not required to provide any additional grace period, extension, reminder, or notice. Items not picked up within the applicable period are FORFEITED. Upon abandonment, forfeiture, or default, the Buyer waives and loses all rights, title, claims, and interests in the item, and Pennyworth may, without notice or liability, resell, relist, donate, recycle, destroy, liquidate, or otherwise dispose of the item in any manner Pennyworth chooses. Payment treatment upon forfeiture: - Where the forfeited items are on a PAID invoice, Pennyworth may retain from amounts paid its reasonable storage, handling, administrative, relisting, and disposition costs, and will refund any remainder to the original payment method. The forfeited items themselves are not recoverable by the Buyer under any circumstances. - Where the forfeited items are on an UNPAID invoice, all provisions of Section 2.4 apply and no refund is owed. Failure to pick up, pay, or complete the transaction within the applicable period may additionally result in storage fees, default consequences under Section 2.4, and account suspension. 11.5 Buyer Responsibility for Loading and Transport Buyers are responsible for loading, securing, and transporting their property. Any assistance from Pennyworth personnel is gratuitous and creates no duty or liability. 11.6 Storage and Handling Charges Pennyworth may assess reasonable storage fees, administrative fees, handling charges, labor charges, disposal charges, and related costs for items not timely collected or for transactions not completed as required. Section 12 — Premises Liability and Property Entry Waiver Read carefully — this section affects your legal rights. By entering Pennyworth premises or any Pennyworth-controlled warehouse, yard, loading area, pickup zone, or related facility, each visitor, Bidder, Buyer, contractor, and accompanying person ("Entrant") agrees as follows: 12.1 Assumption of Risk Entrant understands that a warehouse and liquidation environment involves inherent risks, including uneven surfaces, forklifts, pallet jacks, trailers, loading equipment, stacked inventory, shelving, carts, moving vehicles, heavy objects, and the acts of others. Entrant voluntarily assumes all such risks. 12.2 Release of Liability To the maximum extent permitted by law, Entrant releases, waives, and discharges Pennyworth LLC, its owners, members, managers, employees, contractors, agents, and affiliates from claims for personal injury, death, property damage, or vehicle damage arising out of entry onto or activity at Pennyworth premises, including claims allegedly arising from ordinary negligence. 12.3 No Waiver of Non-Waivable Claims Nothing in these Terms waives liability to the extent waiver is prohibited by applicable law, including any claim based on gross negligence, willful misconduct, or other non-waivable basis of liability. 12.4 Indemnity for On-Premises Conduct Entrant agrees to indemnify and hold Pennyworth harmless from claims arising from Entrant's conduct, vehicle placement, loading choices, unsafe acts, misuse of equipment, or injury caused to other persons or property by Entrant. 12.5 No Minors No person under 18 is permitted on Pennyworth premises during pickup, loading, or warehouse operations. Pennyworth may deny entry to any minor for any reason. 12.6 Safety Footwear Closed-toe shoes are required at all times. Pennyworth may deny entry or refuse loading-area access to any person not wearing appropriate footwear. 12.7 No Assurance of Safe Premises Pennyworth is a working warehouse and makes no representation that the premises are safe for any visitor's particular purpose. Section 13 — Limited Return Policy Returns are permitted only for verified, material misrepresentation of the fundamental identity of the item and only within the applicable return period shown in the listing or assigned return code, if any. 13.1 Return Eligibility Items coded "X" are not returnable. Dissatisfaction with condition, cosmetic wear, value, completeness, size, color, packaging, odor, minor variation, accessory availability, expected wear, retailer labeling, or packaging type is not grounds for return. Compatibility issues, buyer remorse, mistaken assumptions, failure to inspect, and failure to read the listing are not grounds for return. The item must be returned in the same condition in which it was released by Pennyworth, with all components, packaging, and contents received. 13.2 Return Window - Standard Buyers — Notification to Pennyworth required within three (3) business days of pickup, Sundays excluded. - Pennyworth Plus Members — Notification to Pennyworth required within seven (7) business days of pickup, Sundays excluded. 13.3 Restocking Fee All approved returns are subject to a mandatory restocking fee of up to twenty-five percent (25%) of the purchase price, plus any applicable handling, testing, repacking, processing, or loss-of-value charges, except to the extent prohibited by law or expressly waived by Pennyworth in writing. 13.4 Pennyworth's Verification Rights Pennyworth may inspect, test, photograph, and verify any claimed return item before approval. 13.5 Burden of Proof Buyer bears the burden of proving that a return qualifies under these Terms. Pennyworth may deny any return that does not strictly comply with the listing, the return code, the return window, or these Terms. 13.6 Form of Remedy If Pennyworth approves a return, Pennyworth may issue the remedy in the form of refund, partial refund, store credit, account credit, or rescission, in Pennyworth's discretion unless a specific remedy is required by law. Original storage fees, handling fees, administrative fees, late fees, transport costs, and similar charges are non-refundable unless Pennyworth expressly states otherwise in writing. Section 14 — Limitation of Liability To the maximum extent permitted by law, Pennyworth's total liability shall not exceed the amount actually paid by the Buyer to Pennyworth for the specific item in dispute. Except to the extent prohibited by law, Pennyworth is not liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including without limitation: - Lost resale opportunity - Travel expense, loading cost, downtime - Business interruption, delay, inconvenience - Downstream or consequential damages Pennyworth is also not liable for technical failures, listing errors, photo inaccuracies, identifier mismatches, manifest inaccuracies, authenticity disputes, delayed notifications, spam filtering, pickup scheduling issues, release disputes, or refusal to release part or all of a Buyer's wins due to Buyer default or noncompliance. This limitation applies regardless of the form of action, regardless of whether Pennyworth was advised of the possibility of such damages, and notwithstanding the failure of any limited remedy of its essential purpose. Where a refund or credit is approved, that remedy is the Buyer's exclusive remedy unless a different remedy is required by law. The limitations set forth in this Section are fundamental elements of the basis of the bargain between Pennyworth and you. Section 15 — Indemnification Each Buyer and Entrant agrees to defend, indemnify, and hold harmless Pennyworth LLC, its owners, members, managers, officers, directors, employees, contractors, agents, and affiliates (collectively, the "Pennyworth Parties") from claims, demands, actions, suits, proceedings, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorney's fees and arbitration costs) arising from or related to: - Participation in any auction, sale, or Buy Now transaction - Pickup, loading, transport, possession, storage, installation, resale, or use of purchased items - Misuse of purchased items or injury caused thereby - Violation of law, regulation, sanction, or court order - Disputes with third-party sellers or consignors - On-premises conduct by the Buyer or Entrant - Any tax, duty, or governmental charge owed by the Buyer or Entrant - Breach of these Terms Pennyworth reserves the right, at the Buyer's or Entrant's expense, to assume the exclusive defense and control of any matter for which indemnification is owed, and the indemnifying party shall cooperate fully. This indemnity obligation shall survive termination of these Terms. Section 16 — Mandatory Arbitration and Dispute Resolution Please read carefully: these Terms require binding arbitration of most disputes, waive jury trial, and prohibit class or representative actions to the maximum extent permitted by law. 16.1 Mandatory Arbitration Any claim, dispute, or controversy arising out of or relating to these Auction Terms, any auction, bid, lot, invoice, payment, pickup, return request, refusal of release, property entry, or relationship between the parties shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA"). If the dispute qualifies as a consumer dispute under applicable AAA rules, the arbitration shall proceed under the AAA Consumer Arbitration Rules. If the dispute does not qualify as a consumer dispute, the arbitration shall proceed under the AAA Commercial Arbitration Rules. The arbitration shall take place in Hays County, Texas, unless the applicable AAA rules or applicable law require otherwise. 16.2 Jury Trial Waiver No jury trial is available for any covered claim. 16.3 Class-Action Waiver No class action, collective action, representative action, mass-claim coordination by private agreement, or private-attorney-general style action is permitted to the maximum extent permitted by law. Each party may bring claims only in their individual capacity. 16.4 Arbitrator Authority The arbitrator shall decide all issues of arbitrability, scope, enforceability, and interpretation of this arbitration agreement except to the extent such delegation is prohibited by law. 16.5 Limitation Period Any claim must be initiated within one (1) year after the event giving rise to the claim, unless a longer period is required by non-waivable law. 16.6 Fees and Costs Each party shall bear its own attorney's fees and costs except where these Terms, the applicable AAA rules, the arbitration agreement, or applicable law allow recovery. 16.7 Severability of Class-Action Waiver If the class-action waiver or representative-action waiver in this Section is found unenforceable as to a particular claim and that determination is not subject to appeal, then that claim shall proceed in a court of competent jurisdiction in Hays County, Texas, and all remaining claims shall remain subject to arbitration to the fullest extent permitted by law. Section 17 — Pennyworth Plus Membership Pennyworth Plus benefits apply only where expressly designated in the applicable listing or membership materials. Benefits, pricing, eligibility, pickup grace periods, and related privileges may be modified, suspended, limited, or revoked at any time. Pennyworth Plus does not guarantee access to any auction, lot, release decision, return right, or service level. Unless expressly stated otherwise, all standard Auction Terms apply to Pennyworth Plus members. Section 18 — Account Restrictions, Suspension, and Right of Refusal 18.1 Pennyworth's Discretion Pennyworth reserves the right to deny, restrict, suspend, or terminate any account or participation at any time in its sole discretion for any lawful reason, including without limitation: - Payment history concerns - Pickup reliability concerns - Storage issues - Prior defaults or unresolved obligations - Chargebacks or payment reversals - Abusive or disruptive conduct - Suspected fraud, misrepresentation, or unlawful activity - Suspected duplicate, related, or circumvention accounts - Geographic impracticality - Operational or safety concerns - Violation of these Terms or any other Pennyworth governing document 18.2 No Obligation to Reinstate Pennyworth has no obligation to reinstate any suspended or terminated account. Where reinstatement is considered, it is governed by Section 2.5. 18.3 No Right of Participation Pennyworth also reserves the right to refuse service, deny release of property, restrict participation, or remove any user or visitor at any time, subject to applicable law. Participation in Pennyworth auctions is a revocable privilege, not a right. Section 19 — Force Majeure Pennyworth is not responsible for any delay, cancellation, rescheduling, non-release, or failure to perform caused by events beyond its reasonable control, including weather, natural disaster, fire, flood, earthquake, pandemic or public health emergency, utility failure, internet or telecommunications outage, payment-network outage, cyber incident, denial-of-service attack, third-party platform or hosting failure, supply-chain disruption, labor shortage, emergency safety issue, governmental action, regulatory change, civil unrest, war, terrorism, or vehicle/equipment failure. Section 20 — Data, Privacy, and Electronic Communications 20.1 Privacy Policy The collection, use, and disclosure of personal information is governed by the Pennyworth LLC Privacy Policy, available at www.pennyworthauctions.com/privacy, which is incorporated by reference into these Terms. 20.2 Data Security Pennyworth uses commercially reasonable safeguards for personal information but does not guarantee uninterrupted service, perfect security, or protection from unauthorized access, cyber incidents, or system failures. To the extent applicable, Pennyworth will comply with legally required breach-notification obligations. 20.3 Electronic Communications Consent By registering or participating, you consent to receive emails, texts, calls, voicemails, and electronic notices regarding bids, invoices, pickup, payment, storage, account issues, and operations. You consent to be contacted at any contact information you provide, including phone numbers listed on any "Do Not Call" registry. Standard message and data rates may apply. Missed, filtered, blocked, delayed, or undelivered communications do not excuse compliance with these Terms. 20.4 Use of Information Personal information may be used to process transactions, verify identity, communicate with Buyers, prevent fraud, enforce these Terms, collect debts, comply with law, and operate Pennyworth's business. Information may be shared with service providers, payment processors, insurers, collection agencies, legal counsel, auditors, or law enforcement where reasonably necessary or legally required, consistent with the Privacy Policy. Section 21 — Vehicles, Equipment, Electronics, and Data-Bearing Items For vehicles, trailers, electronics, appliances, tools, power equipment, batteries, and any data-bearing or regulated item, Pennyworth does not guarantee title documentation, transferability, registration status, roadworthiness, emissions compliance, safe operation, code compliance, data wiping, or legal suitability for any purpose. Buyer assumes full responsibility for inspection, legal compliance, transport, registration, licensing, transfer, safe handling, and data security. Pennyworth is not responsible for any personal, financial, medical, business, or other regulated data that may remain on data-bearing items at the time of release. The Buyer assumes all risk and responsibility for handling, securing, or destroying any such data. Section 22 — Export Restrictions and Legal Compliance Some items may be subject to export controls, sanctions, hazardous-material rules, or other legal restrictions. Buyer is solely responsible for determining and complying with all applicable laws and restrictions. Section 23 — Intellectual Property No intellectual-property rights, licenses, subscriptions, software rights, warranty rights, support rights, or service contracts are transferred with any item unless the listing expressly states otherwise in writing. The Pennyworth name, logos, "It's a Done Deal" tagline, "Pennyworth Plus" branding, BidHarbor, and all related Pennyworth product names, service names, designs, and slogans are trademarks of Pennyworth LLC or its affiliates and may not be used without express prior written permission. Section 24 — Accessibility Pennyworth will consider reasonable accommodation requests consistent with operational feasibility, site safety, and applicable law. Requests may be sent to admin@pennyworthauctions.com. Section 25 — Amendments Pennyworth may modify these Auction Terms at any time by posting the updated version on its website or auction platform, by emailing notice to the email address on file, or by requiring acceptance of the updated version on next login. Where Pennyworth designates a modified version as mandatory, all users — whether new or existing, regardless of when they previously accepted any earlier version — must affirmatively accept the updated Terms before continuing to access or use the auction platform. Continued participation after the effective date of a mandatory version, together with affirmative acceptance through the platform's acceptance mechanism, constitutes acceptance of the updated Terms. Pennyworth shall log each acceptance event against the user's account, including version, timestamp, and other information reasonably necessary to evidence acceptance. Section 26 — Governing Law and Venue These Auction Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles or the United Nations Convention on Contracts for the International Sale of Goods. For any matter not required to be arbitrated, and for enforcement of arbitration awards, exclusive venue shall be in Hays County, Texas, and the parties consent to personal jurisdiction there. Section 27 — Notices 27.1 Notices to Pennyworth Formal notices relating to legal claims or disputes under these Terms shall be sent to Pennyworth at admin@pennyworthauctions.com and, where required for legal effect, by certified mail return receipt requested to: Pennyworth LLC, 3225 FM 2001, Suites 603 & 604, Buda, Texas 78610-3784 27.2 Notices to You Pennyworth may provide notice to you using the email address, phone number, mailing address, or account contact information associated with your registration or last known to Pennyworth. Notices are deemed given upon transmission to the contact information of record, regardless of actual receipt. 27.3 User Responsibility It is your sole responsibility to maintain accurate, current, and functional contact information on file with Pennyworth and to monitor that contact information for communications. Failure to receive a notice due to outdated, incorrect, or unmonitored contact information does not invalidate the notice. Section 28 — Severability If any provision of these Terms is held invalid, void, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect. Section 29 — No Waiver No failure or delay by Pennyworth in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. Any waiver by Pennyworth must be in writing to be effective. Section 30 — Assignment You may not assign or transfer these Terms, or any rights or obligations under these Terms, in whole or in part, without Pennyworth's prior written consent. Any attempted assignment in violation of this Section is void. Pennyworth may assign these Terms, in whole or in part, to any affiliate, successor, or acquirer without your consent. Section 31 — Entire Agreement These Auction Terms, together with the applicable listing, pickup instructions, invoice, the Platform Sign-Up Terms and Conditions, the Consignor Agreement (where applicable), the Privacy Policy, and any lot-specific disclosures expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter addressed herein and supersede prior or contemporaneous oral or written statements on the same subject. Section 32 — Headings and Construction Section headings are for convenience only and do not affect the interpretation of these Terms. The words "include," "includes," and "including" are deemed to be followed by "without limitation." References to sections refer to sections of these Terms unless otherwise specified. Section 33 — Contact Information Pennyworth LLC, 3225 FM 2001, Suites 603 & 604, Buda, Hays County, Texas 78610-3784 Phone: (737) 500-2225 | Text: (737) 500-2225 | Email: admin@pennyworthauctions.com | Web: www.pennyworthauctions.com Hours: Mon–Fri 11:00 AM – 6:00 PM CT | Sat 2:00 PM – 6:00 PM CT | Closed Sundays By registering, bidding, purchasing, requesting release of property, or entering Pennyworth premises, you acknowledge that you have read, understood, and agreed to these Auction Terms and Conditions in their entirety, including the mandatory arbitration and class-action waiver provisions in Section 16. PENNYWORTH LLC — IT'S A DONE DEAL — © 2026 — AUCTION TERMS V5.0