Terms of Service

1. Company & Contact

• Provider: PalletWorth LLC (Tennessee limited liability company) ("PalletIQ," "we," "us," "our")
• Email: hello@palletworth.com

2. Definitions

• "Customer Content" means any manifests, spreadsheets, item lists, images, text, files, and other materials you (or your workspace users) upload, submit, transmit, or connect to the Service, including related metadata.
• "Outputs" means any analyses, pricing signals, match results, scores, estimates, reports, exports, recommendations (including max-bid guidance), or other results generated by the Service.
• "Third-Party Services" means external services and data sources the Service may integrate with or rely on (e.g., payment processors, analytics, AI services, market data providers, and integrations you connect).

3. Eligibility & Account Security

You must be at least the age of majority where you live to use the Service.

You are responsible for:

• maintaining the confidentiality of your credentials,
• all activities under your account and workspace,
• ensuring only authorized users access your workspace.

Notify us promptly if you suspect unauthorized access.

4. The Service (What It Is / What It Is Not)

PalletIQ is a software platform designed to help liquidation buyers and resellers analyze item lists/manifests and generate decision-support Outputs (e.g., estimates, pricing signals, velocity indicators, and max-bid guidance).

The Service does not:

• inspect or verify physical goods,
• guarantee item condition, completeness, authenticity, or grading,
• guarantee the accuracy of any manifest,
• guarantee profitability, resale value, or sell-through.

5. Subscriptions, Trials, Billing, Taxes, and Cancellation

5.1 Plans & Limits

Some features require a paid subscription. Plan details and limits (e.g., analyses per month, items per manifest, export limits) are presented in the Service or at checkout and may change.

5.2 Free Trials

If you start a free trial, unless you cancel before the trial ends, you authorize us (and our payment processor) to charge your payment method for the selected subscription when the trial ends.

5.3 Auto-Renewal

Subscriptions renew automatically until canceled. You can cancel anytime; cancellation takes effect at the end of the current billing period.

5.4 Fees; Refunds

Fees are non-refundable except where required by law or expressly stated in writing by PalletIQ. We do not provide refunds/credits for partial billing periods or unused capacity.

5.5 Payment Processing

Payments are handled by third-party payment processors (e.g., Stripe). We do not store full payment card numbers.

5.6 Taxes

You are responsible for applicable taxes, duties, and assessments, except taxes based on our net income.

5.7 Price Changes

We may change prices with prior notice. Price changes take effect at the next renewal unless stated otherwise.

6. Customer Content & License

6.1 Ownership

You retain ownership of your Customer Content.

6.2 License to Operate the Service

You grant PalletIQ a limited, worldwide, non-exclusive license to host, store, back up, transmit, process, reproduce, and display Customer Content solely to:

• provide and maintain the Service,
• generate Outputs you request,
• secure and improve the Service,
• comply with legal obligations.

6.3 Your Responsibilities for Customer Content

You represent and warrant you have all rights and permissions necessary to provide Customer Content and that it does not violate applicable law or third-party rights (including privacy and IP).

Do not upload:

• full payment card numbers,
• government-issued IDs,
• medical/health data,
• or any sensitive personal information you do not have the right to disclose.

7. Outputs, Estimates, and No-Reliance (Critical)

7.1 Outputs Are Estimates, Not Guarantees

Outputs are informational estimates and may be incomplete, delayed, or inaccurate. Market conditions change rapidly. Data sources may contain errors. AI-generated components may produce incorrect or misleading results.

7.2 No Reliance; Assumption of Risk

You agree you will not rely on Outputs as the sole basis for any bid, purchase, pricing, or inventory decision. You are responsible for performing your own due diligence (including reviewing auction terms, fees, shipping, grading, and inspection opportunities) and you assume all risks arising from your use of the Service and any transaction you enter into with third parties.

7.3 No Appraisal / No Financial Advice

The Service does not provide appraisals, investment advice, legal advice, tax advice, or financial advice. You are responsible for your business decisions.

8. Third-Party Auctions, Marketplaces, and Data Sources

8.1 Not a Party; No Control

PalletIQ is not the seller of any pallet or goods and is not a party to any auction or marketplace transaction (including purchases made through B-Stock or similar platforms). We do not control pallet condition, completeness, manifest accuracy, grading, fees, shipping, returns, or seller practices.

8.2 Third-Party Data and Signals

The Service may use third-party market data and integrations. We do not guarantee the availability, completeness, accuracy, or continued operation of Third-Party Services.

8.3 No Affiliation

References to third-party brands or platforms do not imply endorsement or affiliation.

9. Acceptable Use

You agree not to (and not to allow others to):

• use the Service for unlawful, harmful, fraudulent, or deceptive activities;
• interfere with or disrupt the Service, bypass rate limits, or attempt unauthorized access;
• upload malware or harmful code;
• reverse engineer, decompile, or attempt to extract source code except where prohibited by law;
• scrape, harvest, or use Outputs to build a competing product or dataset at scale;
• use the Service in violation of third-party terms (including marketplace or data provider terms).

We may suspend or terminate accounts that violate this section.

10. Workspace & Admin Controls

If you create or administer a workspace, you may invite users and assign roles. Admins may be able to access, export, or delete workspace-level settings, billing, and shared analyses depending on feature configuration.

11. Intellectual Property

We and our licensors own the Service, including software, workflows, UI, and underlying models.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes.

You may use Outputs for your own business purposes (e.g., internal bidding/pricing decisions). You may not resell, sublicense, or publicly distribute Outputs at scale as a standalone product or dataset.

12. Feedback

If you submit feedback, suggestions, or ideas, you grant us a perpetual, worldwide, royalty-free license to use them without restriction or compensation.

13. Confidentiality (Business Use)

If you receive non-public information from us (including roadmaps, pricing not publicly posted, or beta details), you will not disclose it to third parties without our permission, except as required by law.

14. Suspension, Termination, and Deletion

14.1 Suspension/Termination by You

You may stop using the Service at any time and cancel subscriptions as described in Section 5.

14.2 Suspension/Termination by Us

We may suspend or terminate access immediately if you breach these Terms or if we reasonably believe suspension is necessary to protect the Service, us, or others.

14.3 Data Retention

You may be able to delete certain Customer Content in-product. We may retain certain information as required for security, legal compliance, fraud prevention, and billing/tax records.

15. Disclaimers of Warranties

To the maximum extent permitted by law, the Service and Outputs are provided "as is" and "as available" without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that Outputs will be accurate, complete, or up to date.

16. Limitation of Liability (Critical)

To the maximum extent permitted by law:

1. No Consequential Damages. PalletIQ will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost data, lost goodwill, or business interruption.
2. No Liability for Third-Party Purchase Costs. PalletIQ will not be liable for any amounts you pay to any third party, including any purchase price, bid amount, auction fees, shipping, storage, returns, refurbishment, chargebacks, or similar costs arising out of or relating to your decision to purchase goods based on Outputs.
3. Liability Cap. Our total liability for any claim arising out of or relating to the Service will not exceed the amount you paid to us for the Service in the 12 months before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

17. Indemnification

You agree to defend, indemnify, and hold harmless PalletIQ and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your Customer Content,
• your use of the Service,
• your violation of these Terms or applicable law,
• your violation of third-party rights or third-party terms.

18. Release (Third-Party Disputes)

To the maximum extent permitted by law, you release PalletIQ from claims arising out of or relating to disputes between you and any third party (including auction platforms, sellers, shippers, payment providers, or marketplaces), including any dispute regarding goods purchased based on Outputs.

19. Dispute Resolution; Arbitration; Class Action Waiver

Please read carefully. This affects your rights, including your right to a jury trial.

19.1 Informal Resolution First

Before initiating arbitration or litigation, you agree to contact us at hello@palletworth.com with:

• your name and account email,
• a description of the dispute,
• the relief sought.

We will attempt to resolve the dispute informally within 30 days.

19.2 Agreement to Arbitrate

Except for:

• small claims court matters (if eligible), and
• claims seeking injunctive relief for unauthorized access, misuse, or infringement of intellectual property,

any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration.

19.3 Arbitration Administrator; Rules; Seat

Arbitration will be administered by the American Arbitration Association (AAA) under its applicable rules:

• Consumer Arbitration Rules may apply if you are an individual using the Service primarily for personal purposes; otherwise,
• Commercial Arbitration Rules generally apply.

The seat/venue will be Nashville, Tennessee, unless the parties agree to conduct arbitration remotely.

19.4 Class Action Waiver

You and PalletIQ agree that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any class, consolidated, or representative action.

19.5 Opt-Out

You may opt out of arbitration within 30 days of first accepting these Terms by emailing hello@palletworth.com with subject line "Arbitration Opt-Out" and your account email. If you opt out, neither party will be bound by arbitration.

19.6 Governing Law for Arbitration

This arbitration agreement is governed by the Federal Arbitration Act.

20. Governing Law; Venue (If Arbitration Does Not Apply)

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

If arbitration does not apply, you agree to exclusive jurisdiction and venue in the state or federal courts located in Davidson County, Tennessee.

21. Changes to the Terms

We may update these Terms by posting an updated version and changing the "Last Updated" date. Material changes will be communicated via the Service or email when practicable. Continued use of the Service after changes become effective constitutes acceptance.

22. Miscellaneous

• Assignment: You may not assign these Terms without our consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Force Majeure: We are not liable for delays/failures due to events beyond reasonable control.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect.
• Entire Agreement: These Terms, plus any order form/SLA for enterprise plans, are the entire agreement regarding the Service.
• No Waiver: Failure to enforce any provision is not a waiver.

23. Contact

Questions about these Terms: hello@palletworth.com