This Consignor Agreement ("Agreement") is entered into between Pennyworth LLC, a Texas limited liability company located at 3225 FM 2001, Suites 603 & 604, Buda, Hays County, Texas 78610-3784 ("Pennyworth," "we," "us," or "our"), and the individual or entity identified as the consignor ("Consignor," "you," or "your") on the applicable consignor account, intake form, electronic acceptance record, or signature page incorporating this Agreement by reference.

By creating a consignor account, signing a consignment intake form, transmitting electronic acceptance, delivering property to Pennyworth for consignment, or otherwise engaging with Pennyworth's consignment services, you agree to every provision of this Agreement. This Agreement constitutes a binding legal contract between you and Pennyworth LLC.

If You Do Not Agree To These Terms In Their Entirety, Do Not Consign Property With Pennyworth, Do Not Deliver Any Property To Pennyworth Premises, And Do Not Create Or Use A Consignor Account.

This Agreement governs the consignor relationship exclusively. It is independent of and supplemental to Pennyworth's Platform Sign-Up Terms and Conditions, Privacy Policy, and Auction Terms & Conditions, each of which may also apply to your use of Pennyworth's services. In the event of a direct conflict between this Agreement and any other Pennyworth governing document with respect to a consignor matter, this Agreement controls.

Section 1 — Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Auction" means any auction, sale, Buy Now offering, online listing, or other sales event conducted by Pennyworth through its platforms or premises, in which the Consigned Property may be offered to bidders or buyers.

"Buyer" means any person or entity that purchases or successfully bids on Consigned Property through Pennyworth.

"Buyer's Premium" means the amount paid by the Buyer to Pennyworth in addition to the hammer price, as set forth in Pennyworth's Auction Terms & Conditions or the applicable listing. The Buyer's Premium belongs solely to Pennyworth and is not part of the Consignor's settlement.

"Chargeback" means any reversal, recall, dispute, refund, or clawback of payment by the Buyer, the Buyer's bank, payment processor, or other financial institution, whether before or after settlement to the Consignor.

"Commission" means the percentage or amount Pennyworth retains from the Hammer Price as compensation for services rendered, as agreed in writing between Pennyworth and the Consignor on a per-Consignor or per-consignment basis.

"Consigned Property" means any item, lot, group of items, vehicle, equipment, inventory, or other tangible personal property delivered by or on behalf of the Consignor to Pennyworth for sale, listing, auction, or other disposition under this Agreement.

"Hammer Price" means the final winning bid amount or Buy Now sale price for a lot, exclusive of Buyer's Premium, sales tax, and any other fees or charges.

"Net Proceeds" means the Hammer Price minus Commission, minus any applicable deductions, fees, charges, or clawbacks authorized under this Agreement.

"Settlement" means the payment of Net Proceeds from Pennyworth to the Consignor in accordance with Section 8 of this Agreement.

"Unsold Lot" means any item of Consigned Property that does not sell at the conclusion of its initial Auction listing, fails to meet a permitted reserve, is withdrawn, or is otherwise not transferred to a Buyer for any reason.

Section 2 — Eligibility, Authority, and Title Warranties

2.1 Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts under applicable law to consign property to Pennyworth. If you are consigning on behalf of an entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement, and that all references to "you" or "Consignor" include the entity.

2.2 Title and Authority Warranties

By consigning any item, you represent, warrant, and covenant to Pennyworth that, with respect to each and every item of Consigned Property:

• You are the lawful owner of the property, or you have full and unrestricted authority from the lawful owner to consign and transfer title to the property;
• The property is free and clear of all liens, security interests, claims, encumbrances, court orders, ownership disputes, and adverse third-party interests of any kind;
• The property has not been stolen, fraudulently obtained, unlawfully imported, or acquired through any unlawful means;
• The property does not infringe any patent, trademark, copyright, trade secret, right of publicity, or other intellectual property right of any third party;
• The property is not counterfeit, forged, or misrepresented as to authenticity, origin, manufacturer, age, materials, or provenance;
• The property is not subject to any export control, sanction regime, hazardous-materials restriction, recall, regulatory ban, or legal restriction that would prohibit or restrict its sale, transfer, possession, or transport;
• All information you have provided to Pennyworth regarding the property — including descriptions, condition, history, accessories, completeness, valuation, and any disclosures — is truthful, accurate, complete, and not misleading;
• You have disclosed to Pennyworth in writing any known defect, damage, missing component, prior repair, recall notice, safety concern, data-bearing component, or other material fact reasonably bearing on the value, marketability, or legality of the property;
• You have the unrestricted right to grant Pennyworth all rights necessary to list, photograph, describe, market, store, sell, transfer, dispose of, and otherwise handle the property as contemplated by this Agreement.

2.3 Survival of Warranties

The representations, warranties, and covenants in this Section 2 are material inducements to Pennyworth's entry into this Agreement and acceptance of the Consigned Property, and shall survive the termination of this Agreement, the disposition of the Consigned Property, and Settlement.

Section 3 — Intake and Acceptance of Property

3.1 Sole Discretion to Accept

Pennyworth may accept or decline any proposed Consigned Property in its sole and absolute discretion, with or without reason. No item is deemed accepted for consignment until Pennyworth has physically taken custody of the item and recorded it in its intake system. Verbal indications of interest, preliminary discussions, photographs, manifests, or pre-intake estimates do not constitute acceptance.

3.2 Intake Procedures

Pennyworth may, in its discretion, require any of the following at intake: photo identification, proof of ownership, bills of sale, title documents, signed intake forms, written disclosures, lot lists or manifests, hazardous-materials declarations, and any other documentation reasonably necessary to verify ownership, authority, and the nature of the property.

3.3 Right to Refuse, Return, or Discard at Intake

Pennyworth may refuse to accept, may decline to list, may return at the Consignor's expense, or may discard at the Consignor's expense any property that Pennyworth determines, in its sole discretion, to be: unsuitable for sale; below minimum value thresholds; damaged, hazardous, biohazardous, soiled, or unsafe; lacking documentation; non-compliant with law; potentially infringing; potentially stolen or in dispute; or otherwise inappropriate. Pennyworth shall have no liability for any decision to refuse, return, or discard at intake.

3.4 Risk of Loss During Intake and Custody

Pennyworth uses commercially reasonable practices in handling and storing Consigned Property but does not insure Consigned Property and is not a bailee for hire. Pennyworth's liability for loss, theft, damage, deterioration, mishandling, or destruction of Consigned Property while in its custody, however arising, shall not exceed the lesser of (a) the documented Hammer Price most recently realized for substantially similar property in Pennyworth's auctions, or (b) Five Hundred United States Dollars (US$500.00) per item, in the aggregate per Consignor per consignment cycle, regardless of cause. The Consignor is solely responsible for obtaining its own insurance for Consigned Property if desired. Pennyworth's gross negligence or willful misconduct is not waived to the extent prohibited by applicable law.

Section 4 — Pennyworth's Operational Discretion

The Consignor grants Pennyworth full and exclusive discretion over the marketing, listing, presentation, and disposition of all Consigned Property. Without limitation, Pennyworth may, in its sole discretion and without prior consultation with or consent of the Consignor:

• Determine the format, channel, platform, timing, duration, and grouping of any Auction or sale;
• Photograph, describe, condition-code, return-code, title, categorize, lot, sub-lot, group, regroup, or split items;
• Set bid increments, reserve handling (where reserves are permitted), close times, extensions, and Buy Now pricing;
• Withdraw, reopen, relist, repackage, refurbish, clean, repair, test, dismantle, or otherwise prepare any item for sale;
• Modify any listing, including titles, descriptions, photographs, condition codes, return codes, and accessory disclosures;
• Reject, void, requalify, or cancel bids; refuse to release property to Buyers in default; and resolve Buyer disputes;
• Conduct multiple Auctions, repeat listings, blended consignor offerings, or test-market offerings across Pennyworth's platforms;
• Use the Consigned Property and information about it (including images and descriptions) for marketing, advertising, archival, training, business development, and analytical purposes during and after the consignment relationship;
• Determine final sale, abandonment, and disposition outcomes.

Decisions made by Pennyworth in good faith pursuant to this Section 4 are final and not subject to challenge by the Consignor.

Section 5 — Reserve Pricing

5.1 Reserves Are Negotiated

Reserve prices are not permitted by default. Pennyworth may, in its sole discretion and on a case-by-case basis, agree in writing to accept a reserve price for a specific lot or consignment. Any reserve must be agreed in writing — including by signed intake form, electronic acceptance, or recorded platform configuration — prior to the listing of the item. Verbal reserves are not enforceable.

5.2 Reserve Failure

If a permitted reserve is not met, Pennyworth may, in its sole discretion: (a) treat the lot as an Unsold Lot under Section 9; (b) relist the lot at the same or a different reserve, or with no reserve; (c) negotiate a private sale at or below the reserve, with or without further consultation with the Consignor; (d) return the lot to inventory for future Auctions; or (e) take any other action authorized under this Agreement.

5.3 Commission Charged on Unsold Reserved Lots

Pennyworth reserves the right to charge an administrative fee, withdrawal fee, or unsold-lot fee, in addition to any storage charges, on lots that fail to sell because a reserve was not met, where such fees are agreed in writing or are reasonable in light of the services rendered.

Section 6 — Commission

6.1 Variable Commission

The Commission rate is variable and is negotiated and agreed in writing between Pennyworth and the Consignor, either on a per-Consignor basis (covering all consignments by that Consignor) or on a per-consignment basis (covering a specific lot or batch). The agreed Commission rate shall be recorded on the Consignor's account, the applicable intake form, or in written communication between the parties.

6.2 Default in Absence of Written Rate

If no Commission rate has been agreed in writing prior to listing, the Commission shall be fifty percent (50%) of the Hammer Price, which the Consignor agrees is reasonable in light of the services Pennyworth provides, including but not limited to intake, photography, listing, marketing, platform hosting, customer service, payment processing, dispute resolution, pickup management, and post-sale operations.

6.3 Buyer's Premium Belongs to Pennyworth

The Buyer's Premium is paid by the Buyer in addition to the Hammer Price and belongs solely to Pennyworth. The Buyer's Premium is not included in the Hammer Price for the purposes of calculating Commission or Net Proceeds, and the Consignor has no claim to any portion of the Buyer's Premium.

6.4 Sales Tax

Sales tax collected by Pennyworth from Buyers is held in trust for the applicable taxing authority and is not part of the Hammer Price or Net Proceeds. The Consignor has no claim to any portion of sales tax collected.

Section 7 — Deductions, Fees, and Charges

In addition to Commission, Pennyworth may deduct from Net Proceeds, or invoice the Consignor for, any of the following amounts where applicable:

• Storage fees for property held beyond agreed intake or pickup windows, at Pennyworth's prevailing rate;
• Administrative, photography, listing, refurbishment, cleaning, testing, or preparation fees, where agreed in writing or reasonable for services rendered;
• Disposal, recycling, or destruction fees for items deemed unsuitable for sale or unsold and disposed of under Section 9;
• Withdrawal fees for items removed from sale at the Consignor's request after listing;
• Chargeback or return clawbacks under Section 10;
• Damages or costs arising from breach of this Agreement, including breach of Section 2 warranties, or from misconduct by the Consignor;
• Collection costs, attorney's fees (where permitted), arbitration costs, and other amounts owed by the Consignor to Pennyworth under this Agreement or applicable law.

Pennyworth shall provide the Consignor with a settlement statement reflecting all deductions on or before the time of Settlement.

Section 8 — Settlement

8.1 Settlement Timing

Subject to the Buyer having paid in full and the funds having cleared, and subject to all applicable holdbacks, deductions, and clawback rights set forth in this Agreement, Pennyworth shall settle Net Proceeds to the Consignor within eight (8) calendar days after Pennyworth's confirmed receipt of cleared payment from the Buyer for the relevant lot.

8.2 No Settlement Until Buyer Has Paid

Pennyworth has no obligation to settle Net Proceeds for any lot for which the Buyer has not paid in full, regardless of the elapsed time since Auction close. If a Buyer fails to complete payment, defaults, or has its purchase voided, the Consignor shall not be entitled to Settlement on that lot, and Pennyworth may, in its sole discretion, treat the lot as an Unsold Lot, relist the lot, or take any other action authorized under this Agreement, without any liability or duty of further consultation with the Consignor.

8.3 Method of Settlement

Settlement shall be made by Zelle, Venmo, ACH, check, or such other method as Pennyworth may from time to time designate. The Consignor is solely responsible for providing accurate Settlement payment information and for any delays, fees, or losses arising from incorrect, outdated, or fraudulent Settlement information.

8.4 Settlement Holds and Reserves

Pennyworth may withhold all or part of any Settlement, or hold reserves against future Settlements, where Pennyworth in its reasonable discretion determines that a hold is appropriate, including but not limited to circumstances involving: pending Buyer disputes, suspected Chargebacks, suspected Section 2 warranty issues, suspected fraud or misrepresentation, regulatory inquiries, court orders, indemnification claims, or any other matter materially affecting the obligations between the parties. Any holdback shall be released or applied as soon as reasonably practicable after the underlying matter is resolved.

8.5 Unclaimed Settlement

If Pennyworth is unable to deliver Settlement to the Consignor within one hundred eighty (180) calendar days because of inaccurate payment information, lack of response, or other failure attributable to the Consignor, the unpaid Settlement may be treated as forfeited or escheated in accordance with applicable law, after reasonable attempts at contact. Pennyworth shall have no liability for unclaimed Settlement so handled.

Section 9 — Unsold Lots and Disposition

9.1 No Right of Retrieval

The Consignor has no right to retrieve, reclaim, or repossess Unsold Lots. Title and possession of any Unsold Lot, and the right to determine its disposition, shall be deemed transferred to Pennyworth upon Pennyworth's determination that the lot is Unsold, and Pennyworth shall thereafter have full and exclusive discretion over its handling, sale, donation, recycling, destruction, liquidation, retention, or other disposition. The Consignor expressly waives any common-law or statutory right to demand return of Unsold Lots, and acknowledges that this waiver is a material inducement to Pennyworth's acceptance of the Consigned Property.

9.2 Pennyworth's Disposition Rights

Without limitation, and at any time after a lot is determined to be Unsold, Pennyworth may in its sole discretion:

• Relist the lot in any subsequent Auction at any starting price, with or without a reserve, at the same or different Commission;
• Liquidate the lot at any price Pennyworth determines, including below original valuation or below any prior reserve, in order to clear inventory;
• Donate the lot to any charitable, nonprofit, community, or public organization Pennyworth selects;
• Recycle, salvage, scrap, or break the lot down for parts;
• Destroy or discard the lot;
• Retain the lot for use, display, demonstration, training, or other Pennyworth business purposes;
• Transfer the lot to any third party at any consideration or no consideration;
• Combine or repackage the lot with other consigned or owned inventory.

9.3 No Settlement on Disposed Property

The Consignor shall not be entitled to any Settlement, payment, credit, or compensation in connection with the disposition of an Unsold Lot under this Section 9, except that, if Pennyworth elects in its sole discretion to relist and the relisted lot subsequently sells, Pennyworth may, but is not required to, settle the resulting Net Proceeds to the Consignor in accordance with Section 8 of this Agreement.

9.4 No Notice Required

Pennyworth is not required to provide the Consignor with advance notice of any disposition, opportunity to repurchase, or accounting of items disposed of under this Section 9, beyond such reporting as Pennyworth in its discretion elects to provide.

Section 10 — Chargebacks, Returns, and Clawback

10.1 Consignor Bears Risk

The Consignor bears the full risk and economic loss of any Chargeback or approved return affecting Consigned Property, both before and after Settlement.

10.2 Pre-Settlement Adjustments

If a Chargeback occurs or a return is approved before Settlement has been made, Pennyworth shall reduce the Net Proceeds payable to the Consignor by the full amount of the affected Hammer Price, plus any associated processing fees, return-handling costs, or restocking-related charges. The Consignor shall not be entitled to Settlement on the affected lot to the extent of the Chargeback or return.

10.3 Post-Settlement Clawback

If a Chargeback occurs or a return is approved after Settlement has already been made to the Consignor for the affected lot, Pennyworth shall be entitled to recover from the Consignor the full amount previously settled on that lot, plus any associated fees and costs, by any one or more of the following means at Pennyworth's election:

• Offset against any current or future Settlements owed to the Consignor on any other lot;
• Direct invoice to the Consignor, payable within fifteen (15) calendar days of issuance;
• Application against any Settlement reserve or holdback;
• Collection action, including referral to a collection agency or commencement of legal proceedings;
• Recovery of fees and costs of collection to the maximum extent permitted by applicable law.

10.4 Disputed Chargebacks

Pennyworth may, in its discretion, dispute a Chargeback with the relevant payment processor or financial institution. The Consignor shall cooperate fully with any such dispute, including by promptly providing information, documentation, photographs, and records. The Consignor's cooperation does not alter the Consignor's ultimate financial responsibility under this Section 10. If a disputed Chargeback is reversed in Pennyworth's favor, Pennyworth shall, after reasonable accounting, return the corresponding amount to the Consignor net of any costs incurred.

10.5 No Liability for Pennyworth's Decisions

Pennyworth shall have no liability to the Consignor for: (a) approving a Buyer return under Pennyworth's published return policies or in Pennyworth's discretion to maintain Buyer relations; (b) declining to dispute a Chargeback that Pennyworth in its judgment determines is not cost-effective to dispute; or (c) any other discretionary decision by Pennyworth in handling Buyer disputes.

Section 11 — Indemnification

The Consignor shall defend, indemnify, and hold harmless Pennyworth LLC, its members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns (collectively, the "Pennyworth Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorney's fees and arbitration costs) arising out of or relating to:

• Any breach or alleged breach of any representation, warranty, or covenant made by the Consignor under this Agreement, including but not limited to those set forth in Section 2;
• Any claim that the Consigned Property is stolen, fraudulently obtained, counterfeit, infringing, encumbered, defective, hazardous, or otherwise unfit for sale;
• Any claim by a third party asserting an ownership, security, or other interest in any Consigned Property;
• Any Chargeback, return, refund, or Buyer dispute arising from or related to Consigned Property;
• Any personal injury, property damage, environmental contamination, or regulatory violation arising from Consigned Property;
• Any unauthorized disclosure of personal data or other regulated information stored on or contained within Consigned Property (including data-bearing electronics, vehicles, drives, devices, or media);
• Any tax, duty, or governmental charge owed by the Consignor or arising from the Consignor's ownership, sale, or transfer of the Consigned Property;
• Any violation of applicable law or third-party rights by the Consignor or by Consigned Property;
• Any misrepresentation, omission, or inaccuracy in information the Consignor provided to Pennyworth at any time.

Pennyworth may, at its option and at the Consignor's expense, assume sole control of the defense and settlement of any indemnified claim, and the Consignor shall cooperate fully. The indemnification obligations under this Section 11 shall survive termination of this Agreement and disposition of the Consigned Property.

Section 12 — Data-Bearing Devices, Vehicles, and Regulated Items

12.1 Data Wiping Is the Consignor's Responsibility

For any Consigned Property containing or potentially containing personal, financial, medical, business, or other regulated data — including but not limited to computers, laptops, phones, tablets, hard drives, memory cards, cameras, vehicles with infotainment systems, networked appliances, and any other data-bearing device — the Consignor is solely responsible for ensuring that all such data is securely wiped, removed, or destroyed prior to delivery to Pennyworth. Pennyworth does not perform data wiping as part of its consignment services unless expressly agreed in writing for an additional fee. The Consignor indemnifies the Pennyworth Parties for any claim arising from the presence of such data on Consigned Property.

12.2 Vehicles, Titles, and Registration

For vehicles, trailers, and titled equipment, the Consignor is responsible for delivering clean, transferable title and all documentation reasonably necessary for transfer of ownership. Pennyworth does not warrant title transfer, registration status, emissions compliance, roadworthiness, or any other regulatory status of vehicles or titled equipment, and the Consignor indemnifies the Pennyworth Parties for any related claim.

12.3 Hazardous, Regulated, and Restricted Items

The Consignor shall not deliver to Pennyworth any item that is hazardous, biohazardous, radioactive, explosive, flammable, corrosive, infectious, or otherwise restricted under applicable law without disclosing the nature of the item to Pennyworth in writing in advance and receiving Pennyworth's express written acceptance. Pennyworth may refuse, return at the Consignor's expense, or dispose of such items at the Consignor's expense. The Consignor indemnifies the Pennyworth Parties for any claim arising from the delivery, presence, handling, or disposition of such items.

Section 13 — Intellectual Property and License

13.1 License to Pennyworth

The Consignor grants Pennyworth a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable, and transferable license to use, reproduce, modify, adapt, display, distribute, and create derivative works from any photographs, descriptions, marketing materials, and other content created by Pennyworth in connection with Consigned Property, and from any photographs, descriptions, or content provided by the Consignor relating to Consigned Property, for purposes of operating the Pennyworth platforms, conducting Auctions, marketing, business development, training, archival, and analytics.

13.2 No Rights to Pennyworth Marks or Platform Content

The Consignor receives no rights to use the Pennyworth name, logos, trademarks, service marks, platform branding, or other intellectual property except for the limited purpose of acknowledging the consignment relationship in a manner expressly approved by Pennyworth in writing.

Section 14 — Confidentiality

The Consignor shall not disclose to any third party, or use for any purpose other than performance of this Agreement, any non-public information about Pennyworth's business, operations, platform features, customer lists, bidder identities, settlement amounts paid to other consignors, internal pricing, internal commission structures, or other confidential information that the Consignor learns in connection with the consignment relationship. This obligation shall survive termination of this Agreement for a period of five (5) years.

Section 15 — Independent Contractor; No Agency or Partnership

The relationship between Pennyworth and the Consignor is that of independent parties to a consignment agreement. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship beyond the limited consignment agency expressly granted herein. Neither party has authority to bind the other to obligations beyond those set forth in this Agreement. The Consignor is responsible for its own tax obligations arising from consignment proceeds.

Section 16 — Term and Termination

16.1 Term

This Agreement commences upon the Consignor's acceptance and continues in effect for so long as the Consignor maintains a consignor account with Pennyworth or has any Consigned Property in Pennyworth's custody, whichever is later, unless earlier terminated under this Section 16.

16.2 Termination by Either Party

Either party may terminate this Agreement on thirty (30) calendar days' written notice. Termination shall not affect the parties' rights and obligations with respect to Consigned Property in process at the time of termination, all of which shall continue to be governed by this Agreement until concluded.

16.3 Termination for Cause by Pennyworth

Pennyworth may terminate this Agreement immediately, with or without notice, in its sole discretion, for any of the following reasons: breach of any provision of this Agreement; breach of Section 2 warranties; suspected fraud, misrepresentation, or unlawful conduct; Chargeback activity exceeding reasonable thresholds; failure to satisfy clawback or indemnification obligations; reputational harm to Pennyworth; uncooperative conduct; or any other reason Pennyworth determines in good faith to be material.

16.4 Effect of Termination

Upon termination, Pennyworth retains all discretion under Sections 4, 7, 8, 9, 10, and 11 with respect to any remaining Consigned Property, including Unsold Lots. Sections that by their nature should survive — including Sections 2, 7, 8, 9, 10, 11, 12, 13, 14, 17, 18, 19, 20, 22, and 24 — shall survive termination.

Section 17 — Disclaimer of Warranties by Pennyworth

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENNYWORTH PROVIDES ITS CONSIGNMENT, AUCTION, AND PLATFORM SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT ANY PARTICULAR LEVEL OF HAMMER PRICE, NET PROCEEDS, OR SALE OUTCOME WILL BE ACHIEVED.

Pennyworth makes no guarantee that any Consigned Property will sell, that any minimum price will be achieved, that any Buyer will pay or pick up, or that any Auction will run without interruption. Estimates of value provided by Pennyworth are opinions only and not warranties or guarantees of price.

Section 18 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PENNYWORTH'S TOTAL CUMULATIVE LIABILITY TO THE CONSIGNOR UNDER THIS AGREEMENT, OR ARISING FROM OR RELATING TO THE CONSIGNMENT RELATIONSHIP, EXCEED THE GREATER OF (A) THE TOTAL NET PROCEEDS PROPERLY OWED TO THE CONSIGNOR FOR THE SPECIFIC LOT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED UNITED STATES DOLLARS (US$500.00).

PENNYWORTH SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST RESALE OPPORTUNITY, LOST BUSINESS, REPUTATIONAL HARM, EMOTIONAL DISTRESS, OR DOWNSTREAM DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations are fundamental elements of the basis of the bargain between Pennyworth and the Consignor and shall apply notwithstanding the failure of any limited remedy of its essential purpose. To the extent applicable law does not allow the exclusion or limitation of certain damages, the foregoing limitations shall apply to the maximum extent permitted by law.

Section 19 — Mandatory Arbitration; Class-Action Waiver

Please read carefully: this Section requires binding arbitration of most disputes, waives jury trial, and prohibits class or representative actions to the maximum extent permitted by law.

Any claim, dispute, or controversy arising out of or relating to this Agreement, the consignment relationship, any Consigned Property, any Auction, any Settlement, any Chargeback, any disposition of Unsold Lots, or any other matter between the parties shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under the AAA Commercial Arbitration Rules. The arbitration shall take place in Hays County, Texas, unless the parties agree in writing to a different location.

No jury trial is available for any covered claim. 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. 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.

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.

If the class-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 20 — Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. 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 21 — Force Majeure

Pennyworth is not responsible for any delay, failure to perform, cancellation, or non-performance caused by events beyond its reasonable control, including weather, natural disaster, fire, flood, utility failure, payment-network outage, cyber incident, third-party platform outage, labor shortage, supply-chain disruption, governmental action, regulatory change, civil unrest, public health emergency, or other event constituting force majeure under applicable law.

Section 22 — Notices

Formal notices relating to legal claims or disputes under this Agreement shall be sent to Pennyworth at admin@pennyworthauctions.com and, where required, by certified mail to Pennyworth LLC, 3225 FM 2001, Suites 603 & 604, Buda, Texas 78610-3784. Pennyworth may provide notice to the Consignor using the email address, phone number, mailing address, or account contact information associated with the Consignor's account or last known to Pennyworth. Operational, transactional, and routine communications may be made by email, text message, in-platform messaging, or other reasonable means.

Section 23 — Amendments

Pennyworth may modify this Agreement from time to time by posting an updated version on its website or auction platform, by emailing the Consignor a notice of the change, or by requiring acceptance of the updated version on next platform login. Continued participation in consignment activity, delivery of additional Consigned Property, or use of the Pennyworth platform after the effective date of an updated version constitutes acceptance of the updated Agreement. Material adverse changes to a Consignor's economic terms (including agreed Commission rate or settlement timing) shall not apply retroactively to consignments already accepted at intake but in process at the time of the change.

Section 24 — Data, Privacy, and Electronic Communications

By accepting this Agreement, the Consignor consents to receive emails, texts, calls, voicemails, and electronic notices regarding consignments, Settlements, intake, disposition, account issues, and operations. The Consignor's personal information will be handled in accordance with Pennyworth's Privacy Policy, available at www.pennyworthauctions.com. Missed, filtered, blocked, delayed, or undelivered communications do not excuse compliance with this Agreement.

Section 25 — Severability

If any provision of this Agreement 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 26 — Assignment

The Consignor may not assign or transfer this Agreement, in whole or in part, without Pennyworth's prior written consent. Pennyworth may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer without the Consignor's consent. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

Section 27 — Entire Agreement

This Agreement, together with any signed intake form, written commission agreement, electronic acceptance record, Pennyworth's Privacy Policy, and (where the Consignor is also a Bidder) Pennyworth's Platform Sign-Up Terms and Conditions and Auction Terms & Conditions, constitutes the entire agreement between the parties regarding the subject matter addressed herein and supersedes all prior oral or written statements, representations, understandings, and agreements on the same subject.

Section 28 — Acceptance

By creating a Pennyworth consignor account, signing a consignment intake form, transmitting electronic acceptance, delivering property to Pennyworth for consignment, or otherwise engaging with Pennyworth's consignment services, the Consignor acknowledges that the Consignor has read, understood, and agreed to be bound by this Agreement in its entirety, including the mandatory arbitration and class-action waiver provisions in Section 19.

Section 29 — Contact Information

Pennyworth LLC
3225 FM 2001, Suites 603 & 604
Buda, Hays County, Texas 78610-3784

Phone / 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