Version: 2.0 Effective: April 30, 2026 Jurisdiction: Hays County, Texas
⚠ READ BEFORE REGISTERING — THESE TERMS ARE LEGALLY BINDING

These Platform Sign-Up Terms and Conditions ("Platform Terms," "Terms") govern all access to and use of the digital platforms 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, including without limitation the auction platform at www.pennyworthauctions.com, the bidding platform at bid.pennyworth.auction, and any related mobile applications, application programming interfaces, websites, microsites, and digital services (collectively, the "Platform").

By registering for an account, accessing the Platform, placing a bid, listing a consignment, viewing an auction, completing any form, or otherwise interacting with the Platform, each user ("User," "you," "your") agrees to every provision of these Terms. These 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, Do Not Access The Platform, And Do Not Use Any Pennyworth Service.

These Platform Terms operate together with Pennyworth's Auction Terms and Conditions, Consignor Agreement, and Privacy Policy. In the event of a direct conflict between these Platform Terms and another Pennyworth governing document with respect to a specific subject matter, the more specific document shall control as to that subject matter, except that these Platform Terms shall control as to general account creation, Platform access, and User conduct.

Section 1 — Eligibility and Legal Capacity

1.1 Minimum Age — 18 Years

Users must be at least 18 years of age to register, access the Platform, or use any Pennyworth service. By registering, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter 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) your participation does not violate any law, regulation, court order, sanction, or restriction 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 Geographic Restrictions

Pennyworth primarily conducts pickup-only auctions and may decline to approve, may suspend, or may terminate accounts for users located outside the reasonable pickup area, or for users who cannot demonstrate the ability to retrieve property within required timeframes. Geographic determinations are made at Pennyworth's sole discretion and may be revisited at any time.

1.4 Business and Entity Accounts

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. Pennyworth may require updated documentation at any time.

Section 2 — Account Registration and Restrictions

2.1 Truthful Registration

All registration information must be truthful, accurate, complete, and current. Users are solely responsible for the accuracy of all information they provide and must promptly update any information that changes. Providing false, inaccurate, misleading, or incomplete information at any time constitutes grounds for immediate suspension or termination, voiding of bids, forfeiture of property, and any other remedy available to Pennyworth.

2.2 Account Credentials and Responsibility

You are solely responsible for maintaining the confidentiality of your account credentials, for all activity originating from your account, and for any consequences of unauthorized use. 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.

2.3 Account Verification

Pennyworth reserves the right to verify user identity and information through any methods Pennyworth deems appropriate, including without limitation: email verification, phone or SMS verification, video verification, document requests, government-issued identification requests, address verification, third-party verification services, IP address tracking, device fingerprinting, behavioral analysis, and any other lawful means. Refusal to comply with verification requests, or failure to satisfy verification standards, may result in account suspension, denial, or termination at Pennyworth's sole discretion.

2.4 Duplicate, Related, and Circumvention Accounts

Users may hold only one (1) active account. Account suspension or termination prohibits the creation, use, or operation of any other account, whether under the same name, a different name, a related name, an entity name, a family member's name, a third-party's name, or any other identifier. Attempts to circumvent suspension or termination by registering, operating, or controlling additional accounts shall result in:

Pennyworth investigates suspected duplicate, related, and circumvention accounts using IP address tracking, device fingerprinting, payment instrument matching, contact information matching, behavioral analysis, and any other lawful means. Determinations of duplicate, related, or circumvention status are made at Pennyworth's sole discretion.

2.5 Account Inactivity

Pennyworth may suspend, restrict, or terminate any account that has been inactive for such period as Pennyworth determines in its sole discretion. Inactivity determinations may take into account login activity, bidding activity, payment history, communication responsiveness, and any other factors Pennyworth deems relevant. No refund, compensation, or notice is required for inactivity-based suspensions or terminations.

2.6 No Right to an Account

Participation in the Platform is a revocable privilege, not a right. Pennyworth may approve, deny, restrict, suspend, terminate, or refuse to reinstate any account at any time, with or without cause, with or without notice, in its sole discretion, subject to applicable law.

Section 3 — Platform Access and User Conduct

3.1 Permitted Use

You may access and use the Platform solely for lawful purposes consistent with these Terms, the Auction Terms and Conditions, the Consignor Agreement (where applicable), and applicable law. All other use is prohibited.

3.2 Prohibited Conduct

You shall not, and shall not permit any person acting on your behalf to:

3.3 Enforcement Discretion

Pennyworth may, but is not obligated to, monitor user conduct on the Platform. Pennyworth may suspend, restrict, or terminate accounts without prior notice for any conduct that violates these Terms, that Pennyworth in its discretion determines to be harmful to its operations, reputation, users, or business interests, or that Pennyworth determines warrants action for any other lawful reason.

3.4 Cooperation with Investigations

Users shall cooperate fully with any internal Pennyworth investigation, regulatory inquiry, law enforcement matter, or arbitration proceeding relating to Platform activity, including by promptly providing information, documentation, records, and access reasonably requested by Pennyworth. Failure to cooperate is independent grounds for suspension or termination.

Section 4 — Account Suspension, Termination, and Reinstatement

4.1 Pennyworth's Discretion

Pennyworth may suspend, restrict, or terminate any account, in whole or in part, immediately and without prior notice, in its sole discretion, for any of the following reasons:

4.2 Effect of Suspension and Termination

Upon suspension or termination, your right to access and use the Platform shall immediately cease. Suspension or termination does not relieve you of any outstanding obligations, including:

4.3 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 or the Auction Terms and Conditions. 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.

4.4 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including without limitation: ownership and intellectual property provisions; warranty disclaimers; limitations of liability; indemnification; data and privacy obligations; confidentiality; arbitration and class-action waiver; governing law and venue; survival of representations and warranties; and any outstanding financial obligations.

Section 5 — Intellectual Property Rights

5.1 Pennyworth Ownership

All content displayed on the Platform — including without limitation images, photographs, logos, trademarks, service marks, trade dress, text, listings, descriptions, condition codes, return codes, item identifiers, designs, layouts, databases, and compilations created by or for Pennyworth — is owned exclusively by Pennyworth LLC or its licensors and is protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.

5.2 Limited License to User

Pennyworth grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purpose of participating in Pennyworth's services in accordance with these Terms. This license terminates immediately upon any breach of these Terms or upon suspension or termination of your account. No other rights are granted.

5.3 User Content License to Pennyworth

By submitting any content, item information, photographs, communications, feedback, or other material to the Platform ("User Content"), you grant Pennyworth a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit the User Content for any purpose, including operating the Platform, marketing, business development, training, analytics, and archival purposes. You represent and warrant that you have all rights necessary to grant this license.

5.4 Pennyworth Marks

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. You may not use any Pennyworth mark without Pennyworth's express prior written permission. Unauthorized use is grounds for immediate suspension or termination and may result in legal action.

5.5 Reverse Engineering and Competitive Use Prohibited

You shall not reverse-engineer, decompile, disassemble, scrape, copy, replicate, or attempt to derive the source code, architecture, business logic, data models, or any underlying technology of the Platform. You shall not use the Platform, or any data, methodologies, or insights derived from the Platform, to develop, operate, or support any competing auction, liquidation, or auction-platform business.

5.6 DMCA and Infringement Notices

Notices of alleged copyright infringement on the Platform may be sent to admin@pennyworthauctions.com with sufficient detail to identify the allegedly infringing material. Pennyworth will respond consistent with the Digital Millennium Copyright Act and applicable law.

Section 6 — Data, Privacy, and Communications

6.1 Privacy Policy

Pennyworth's 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. By registering or using the Platform, you acknowledge that you have read and agree to the Privacy Policy.

6.2 Electronic Communications Consent

By registering for an account, you expressly consent to receive electronic communications from Pennyworth, including emails, text messages, SMS, push notifications, voicemails, telephone calls, and in-platform messages, regarding your account, bids, invoices, pickups, payments, storage, suspensions, marketing (where permitted), and Platform 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.

You may opt out of marketing communications at any time, but you may not opt out of administrative, transactional, account-related, or legal communications while you maintain an active account or have any outstanding obligations.

You agree that all agreements, notices, disclosures, and other communications that Pennyworth provides to you electronically satisfy any legal requirement that such communications be in writing.

6.3 Missed Communications

Missed, filtered, blocked, delayed, undelivered, or unread communications do not excuse compliance with these Terms or any obligation owed to Pennyworth. It is your sole responsibility to maintain accurate contact information, monitor communications, and ensure that Pennyworth communications are not blocked or filtered.

6.4 Data Security

Pennyworth uses commercially reasonable safeguards to protect personal information, but does not guarantee uninterrupted service, perfect security, or protection from unauthorized access, cyber incidents, system failures, or third-party interference. To the extent applicable, Pennyworth will comply with legally required breach-notification obligations.

6.5 No Warranty Regarding Communications Delivery

Pennyworth is not responsible for the failure of any communication to be delivered, received, opened, read, or acted upon, including failures caused by spam filters, network outages, mobile carrier issues, device settings, user error, or any other cause.

Section 7 — No Warranty; "As Is" Platform

7.1 Platform Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL PENNYWORTH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PENNYWORTH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

7.2 No Guarantee of Outcomes

Pennyworth makes no representation or warranty regarding any specific outcome, including without limitation: that any auction will run without interruption; that any specific item will be listed, accepted, or sold; that any bid will be accepted or recorded; that any payment will process successfully; that any communication will be delivered; that any pickup will be available at any specific time; or that any specific price, settlement, or commercial result will be achieved.

7.3 No Reliance

You are solely responsible for evaluating the suitability of the Platform for your needs and for conducting your own due diligence. You shall not rely on any oral, written, or implied representation outside of these Terms, the Auction Terms and Conditions, the Consignor Agreement, or the Privacy Policy.

Section 8 — Limitation of Liability

8.1 Limitation Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENNYWORTH'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY PENNYWORTH SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED UNITED STATES DOLLARS (US$100.00), OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO PENNYWORTH IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

8.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENNYWORTH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

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.

8.3 Basis of the Bargain

The limitations set forth in this Section 8 are fundamental elements of the basis of the bargain between Pennyworth and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages; in such jurisdictions, the limitations apply to the maximum extent permitted by law.

Section 9 — Indemnification

You agree to defend, indemnify, and hold harmless Pennyworth LLC and its members, managers, officers, directors, 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 related to:

Pennyworth reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Pennyworth, and you agree to cooperate fully with any such defense. This indemnity obligation shall survive termination of these Terms and your use of the Platform.

Section 10 — 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.

10.1 Mandatory Arbitration

Any claim, dispute, or controversy arising out of or relating to these Terms, the Platform, your account, your use of any Pennyworth service, or the relationship between you and Pennyworth 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.

10.2 Jury Trial Waiver

No jury trial is available for any covered claim.

10.3 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.

10.4 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.

10.5 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. Failure to bring a claim within this period bars the claim.

10.6 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.

10.7 Severability of Class-Action Waiver

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 11 — Governing Law and Venue

These 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 12 — Force Majeure

Pennyworth shall not be responsible for any delay, failure to perform, suspension, cancellation, or non-availability of the Platform or any service caused by events beyond its reasonable control, including without limitation: 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, governmental action, regulatory change, civil unrest, war, terrorism, vehicle or equipment failure, or other event constituting force majeure under applicable law.

Section 13 — Notices

13.1 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

13.2 Notices to User

Pennyworth may provide notice to you using the email address, phone number, mailing address, account messaging, or in-platform notification associated with your account or last known to Pennyworth. Notices are deemed given upon transmission to the contact information of record, regardless of actual receipt.

13.3 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 14 — Amendments

Pennyworth may modify these Terms at any time by posting the updated version on the 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 Platform. Continued access to or use of the Platform 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. It is your responsibility to review these Terms periodically for changes.

Section 15 — 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. These Terms bind and benefit the parties and their respective permitted successors and assigns.

Section 16 — 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. The invalidity of any single provision shall not affect the validity of the Terms as a whole.

Section 17 — 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. No single or partial exercise of any right, power, or remedy shall preclude further exercise of that or any other right, power, or remedy. Any waiver by Pennyworth must be in writing to be effective.

Section 18 — Entire Agreement

These Terms, together with the Auction Terms and Conditions, the Consignor Agreement (where applicable), the Privacy Policy, and any other Pennyworth governing document expressly incorporated by reference, constitute the entire agreement between you and Pennyworth regarding the subject matter addressed herein and supersede all prior or contemporaneous oral or written statements, representations, understandings, and agreements on the same subject.

Section 19 — Independent Contractor; No Agency

Nothing in these Terms creates an employment, partnership, joint venture, franchise, fiduciary, or agency relationship between Pennyworth and any user. Each party is an independent contractor, and neither party has authority to bind the other beyond the terms expressly set forth in these Terms.

Section 20 — 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 21 — 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 for an account, accessing the Platform, placing a bid, listing a consignment, viewing an auction, completing any form, or otherwise interacting with the Platform, you acknowledge that you have read, understood, and agreed to these Platform Sign-Up Terms and Conditions in their entirety, including the mandatory arbitration and class-action waiver provisions in Section 10.