STANDARD TERMS AND CONDITIONS

Last updated: February 25, 2026

These Standard Terms and Conditions are incorporated into and form an integral part of the Consignment and Prepayment Agreement (the "Agreement") between the parties. In the event of any conflict between the terms of the Agreement and these Standard Terms and Conditions, the terms of the Agreement shall prevail unless expressly stated otherwise.

Vendor's Representations and Warranties

Vendor represents and warrants to Consignee that:

  • Vendor has the full legal capability, right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder.
  • This Agreement has been duly and validly executed and delivered by Vendor, and constitutes a legal, valid, and binding obligation of Vendor, enforceable against Vendor in accordance with its terms.
  • The execution, delivery, and performance of this Agreement by Vendor will not (a) violate or conflict with any applicable law, regulation, or order, (b) result in a breach of, or constitute a default under any contract, agreement, or other instrument to which Vendor is a party or by which any of its material assets are bound, or (c) require any consent, approval, or authorization from any third party.
  • To the best of Vendor's knowledge, the Products and their use do not infringe upon any patents, copyrights, trademarks, or other intellectual property of any third party. There are no pending or threatened claims, suits, or proceedings alleging that the Products or their use infringes upon such patents, copyrights, or trademarks.

Product Warranty; Defective Products

Vendor warrants that all Products are free from defects in design, materials, and workmanship for twelve (12) months from purchase by the end user, are merchantable, fit for their intended purpose, and conform to applicable specifications. These warranties are for the benefit of Pledge, its customers, and end users. If any Product is found to be defective, Pledge may return it at Vendor's expense for a full refund of the purchase price plus applicable shipping costs.

Delayed Payments; End of Term

  • Payment Obligations. Vendor shall pay all invoiced amounts, including processing fees, storage fees, shipping fees, and any other amounts due under this Agreement, by the stated due date.
  • End of Term. Upon expiration of the Term, Vendor must, within twenty-eight (28) days, either (i) withdraw all unsold Products by repaying all applicable prepayments and outstanding fees, or (ii) extend the Term in accordance with Pledge's policies, including payment of all outstanding amounts.
  • If Vendor fails to take such action and satisfy all outstanding amounts within twenty-eight (28) days following the end of the Term, Vendor shall be deemed to have forfeited all unsold Products, and full ownership of such Products shall automatically transfer to Pledge without further notice. Pledge may thereafter sell, retain, or otherwise dispose of the Products at its discretion.

Set-off

Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other rights or remedies available to it, Consignee may, at its sole discretion, set off or recoup any amount owed by Consignee to Vendor (including without limitation, any prepayments or payments of the sales price (if applicable), against any amount which Consignee, in good faith, determines is owed by Vendor to Consignee (including without limitation, any processing fees, storage fees, shipping fees, commission fees, refunds of repayments, indemnity amounts, and delayed payment interest), whether or not such obligations are matured or unmatured, or liquidated or unliquidated.

Default

Vendor shall be deemed in default under this Agreement only if, upon expiration of the Term, Vendor fails to take a closing settlement action (including withdrawal or extension, if available) and fails to pay all outstanding balances within twenty-eight (28) days following the Term end date. In addition, Vendor shall be deemed in default if Vendor materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice, or if Vendor ceases conducting business in the ordinary course, becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding.

Survival

The termination or expiration of this Agreement shall not affect those provisions which, by their nature or express terms. Such provisions shall remain in full force and effect to the extent necessary to fulfill their intended purpose.

Indemnification

Vendor shall defend, indemnify, and hold harmless Consignee, its officers, directors, employees, counsel, agents, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including reasonable attorneys' fees and costs), or other losses for any injury or damage, including, but not limited to, any personal or bodily injury or property damage, relating to, arising out of, or resulting in any way from any defect in Products. This duty to indemnify Consignee and the parties identified in the previous sentence shall be in addition to the warranty obligations of Vendor.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT OR GROSS NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

Confidentiality

Confidential Information

Each party agrees to maintain in strict confidence and not to disclose or use for any purpose other than the performance of this Agreement any Confidential Information of the other party. "Confidential Information" includes, without limitation, any information or know-how of a confidential or proprietary nature relating to the disclosing party, including the existence and terms of this Agreement, the transactions contemplated herein, and any business, financial, or trading information disclosed or made available as a result of this Agreement.

Permitted Disclosure

Notwithstanding Section 9.1, a party may disclose Confidential Information if, and to the extent that, such disclosure is required by: (a) any applicable law rule or regulation; (b) the rules of any securities exchange to which such party is subject, or (c) any regulatory, governmental, or judicial authority with jurisdiction over such party, whether or not such requirement has the force of law.

Advance Notice and Cooperation

If a party is required to make a disclosure pursuant to Section 9.2, it shall, to the extent legally permitted, give the other party prior written notice of such requirement and reasonably cooperate with the other party to allow it to seek a protective order or other appropriate remedy. In such event, the disclosing party shall disclose only that portion of the Confidential Information that it is legally compelled to disclose.

Notices

All notices and communications under this Agreement must be in writing and shall be deemed given when delivered by hand with confirmation of receipt, when received if sent by a nationally recognized overnight courier with tracking, or when sent by email with confirmation of transmission, in each case to the addresses or email addresses set forth in this Agreement (or as otherwise designated by either party in writing).

Miscellaneous

Assignment

Vendor shall not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Consignee, and any attempted assignment without such consent shall be null and void. Consignee may assign or transfer this Agreement, in whole or in part, to a third party by providing written notice to Vendor.

Entire Agreement; Amendment and Modification

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and duly signed by both parties.

Withholding Payment

In the event of a bona fide dispute arising out of or relating to this Agreement, Consignee shall have the right to withhold payment of any disputed amounts otherwise due to Vendor, provided that Consignee notifies Vendor in writing of the nature and basis of the dispute. Any such withholding shall be limited to the amount in dispute and shall not constitute a breach of this Agreement.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures exchanged by electronic transmission (including PDF or other scanned formats) shall be deemed original signatures for all purposes.

Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or of any other provision, and no waiver shall be effective unless made in writing and signed by the waiving party.

Successors and Assigns

This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such determination shall not affect the validity, legality, or enforceability of the remaining provisions hereof, which shall continue in full force and effect to the fullest extent permitted by law.

Relationship of the Parties

For all purposes related to this Agreement, the parties acknowledge and agree that their relationship is solely that of independent contractors. Nothing in this Agreement shall be construed to: (a) grant either party the right or authority to direct or control the day-to-day operations or activities of the other; (b) create a partnership, joint venture, agency, or any other form of joint business relationship between the parties; or (c) deem any party, or its agents or employees, to be employees of the other party or authorize them to act for, bind, or otherwise obligate the other party in any manner.

Choice of Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the federal and state courts located in Pasadena, Los Angeles County, California for any disputes arising out of or relating to this Agreement, and waives any objections to such jurisdiction or venue.

Contact Information

If you have questions about these Terms and Conditions, please contact us at:

hello@pledgeapp.ai