Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of Freefillment's Shopify application, website, warehouse services, returns management services, resale services, ref fulfillment services, storage services, and related products or services (collectively, the "Services").

By installing, accessing, or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company, Shopify store, business, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

In these Terms, "Merchant," "you," and "your" refer to the Shopify merchant, store owner, business, or person using the Services. "Freefillment," "we," "us," and "our" refer to Freefillment.

1. Account Terms

To use the Services, you must have an active Shopify store and provide accurate account, business, billing, shipping, return, contact, and payment information.

You are responsible for all activity that occurs through your account, including activity by your employees, contractors, agents, representatives, or other authorized users. You agree to keep your account information accurate and up to date at all times.

You must maintain a valid payment method on file while using the Services. You authorize us to charge your payment method for all fees, costs, expenses, and other amounts owed under these Terms.

We may approve, reject, suspend, or terminate your account or access to the Services at any time if we determine, in our sole discretion, that your account, products, business practices, payment status, or use of the Services creates legal, financial, operational, compliance, safety, fraud, or reputational risk.

2. Description of Services

Freefillment provides services for Shopify merchants related to product returns, warehouse storage, resale, and fulfillment. The Services may include:

• receiving returned merchandise at our warehouse or designated facility;
• inspecting, sorting, grading, photographing, cataloging, storing, repackaging, relabeling, refurbishing, or preparing returned items;
• reselling eligible returned items through resale channels selected by us;
• sharing Net Profit from resale with the Merchant according to the applicable pricing plan or written agreement;
• holding returned items in storage for the Merchant;
• ref fulfillment, restocking, forwarding, or shipping services for items the Merchant requests to have returned to inventory, sent to a customer, or shipped elsewhere;
• disposing of, recycling, donating, or liquidating items that are not suitable for resale or continued storage; and
• other related services offered through the app or agreed to in writing.

We may modify, suspend, discontinue, or change any part of the Services at any time, subject to applicable law and any written agreement between you and us.

3. Merchant Responsibilities

You are responsible for your Shopify store, your products, your customers, your return policy, your refund policy, your product descriptions, your pricing, your tax obligations, your customer communications, and your compliance with all applicable laws, rules, regulations, marketplace policies, Shopify policies, and third-party rights.

You represent and warrant that:

• you own, control, or have the legal right to send returned items to us;
• you have the right to authorize us to receive, inspect, store, process, resell, ship, dispose of, recycle, donate, or otherwise handle the items;
• the items you send to us are authentic and are not counterfeit, stolen, recalled, illegal, hazardous, restricted, infringing, or subject to third-party claims;
• all information you provide about returned items is accurate and complete;
• your use of the Services will comply with all applicable laws and Shopify requirements;
• you will not send us items that are unsafe, unsanitary, contaminated, illegal, perishable, regulated, or otherwise unsuitable for warehouse handling, resale, or shipment; and
• you will promptly respond to any request from us for information, payment, shipping instructions, product documentation, ownership verification, or compliance information.

You are solely responsible for resolving customer disputes, refunds, chargebacks, product claims, warranty claims, product liability issues, intellectual property disputes, consumer protection issues, and any other claims connected to your products or customers.

4. Item Eligibility and Right to Refuse Items

We may refuse, reject, quarantine, return, dispose of, donate, recycle, liquidate, or decline to process any item that we determine, in our sole discretion, is not suitable for the Services.

Items may be considered unsuitable if they are:

• damaged beyond resale value;
• unsafe, unsanitary, contaminated, expired, defective, or hazardous;
• recalled or subject to a product safety warning;
• missing essential parts, labels, packaging, accessories, serial numbers, or authentication materials;
• counterfeit, suspected counterfeit, stolen, restricted, regulated, or infringing;
• prohibited by law, carrier policy, marketplace policy, Shopify policy, our internal policies, or any resale channel;
• economically impractical to store, ship, repair, refurbish, list, or resell;
• likely to create excessive cost, risk, liability, or customer dissatisfaction; or
• otherwise not resaleable, as determined by us.

We are not required to accept, store, process, ship, or resell any item merely because it was sent to us, entered into the app, or received at one of our facilities.

5. Merchant Authorization to Handle and Resell Items

By using the Services, sending items to us, or directing customers to send returns to us, you authorize us and our service providers to receive, inspect, grade, photograph, store, process, package, list, market, resell, ship, dispose of, recycle, donate, liquidate, or otherwise handle the items as necessary to provide the Services.

For items placed into resale, you authorize us to determine the resale strategy, resale channel, listing format, listing content, price, discounts, shipping method, packaging, timing of sale, bundling, liquidation strategy, and other resale terms unless otherwise agreed in writing.

You acknowledge that resale outcomes are not guaranteed. We do not guarantee that any item will sell, sell within a particular time period, sell through a particular channel, sell at a particular price, or generate any profit.

6. Net Profit Split

For eligible items that we resell, we will calculate and distribute proceeds according to the profit split shown in the app, your pricing plan, an order record, an invoice, or a separate written agreement.

Unless otherwise stated, "Net Profit" means the gross resale amount actually received from the resale of an item, minus all applicable costs, expenses, deductions, and fees, which may include:

• marketplace fees;
• payment processing fees;
• shipping, postage, carrier, delivery, and packaging costs;
• storage fees;
• inspection, handling, sorting, photographing, listing, cleaning, repair, refurbishment, relabeling, repackaging, and processing fees;
• return, refund, chargeback, dispute, fraud, or customer claim costs;
• disposal, recycling, donation, or liquidation costs;
• taxes, duties, tariffs, assessments, or governmental charges;
• promotional discounts, coupons, markdowns, advertising costs, or marketplace adjustments;
• amounts owed by you to us; and
• any other fees or costs disclosed in the app, invoice, pricing schedule, or written agreement.

We may offset any amounts owed to us against any amounts payable to you. If deductions exceed resale proceeds, you may owe us the remaining balance.

Payouts, if any, will be made according to the payout schedule shown in the app or otherwise agreed in writing. We may delay or withhold payouts if there is a dispute, chargeback, suspected fraud, negative account balance, missing information, compliance issue, or other unresolved matter.

7. Storage, Holding, and Ref Fulfillment Fees

If you request that we hold items for you instead of reselling them, or if items remain in our possession while waiting for your instructions, you agree to pay all applicable storage, handling, warehouse, inventory management, ref fulfillment, forwarding, relabeling, restocking, shipping, and related fees.

Fees may be charged per item, per unit, per box, per pallet, per cubic foot, per month, per shipment, per action, or according to another pricing method disclosed in the app, invoice, pricing schedule, or written agreement.

You authorize us to charge your payment method for all incurred and recurring fees. If your payment method fails or your account has an unpaid balance, we may suspend Services, pause processing, stop accepting returns, withhold shipments, restrict access to your account, offset amounts owed to you, assert lien rights, and exercise any other rights available under these Terms or applicable law.

8. Nonpayment, Warehouse Lien, and Surrender of Items

You agree that we may retain possession or control of any items in our warehouse or custody until all amounts owed to us are paid in full, including storage, handling, processing, shipping, resale, disposal, chargeback, and other fees.

If any invoice, fee, or other amount remains unpaid for thirty (30) days after it becomes due, then, to the fullest extent permitted by law, the affected items may be deemed abandoned or surrendered by you.

If items are deemed abandoned or surrendered, you authorize us to sell, liquidate, dispose of, recycle, donate, or otherwise deal with those items. We may apply any proceeds to amounts owed to us, including fees, costs, expenses, and collection amounts. If an item has little or no resale value, we may dispose of, recycle, donate, or destroy the item without payment to you.

You waive any claim against us related to the sale, liquidation, disposal, donation, recycling, destruction, or handling of abandoned or surrendered items, except to the extent caused by our gross negligence, willful misconduct, or violation of applicable law.

Nothing in these Terms limits any warehouse lien, storage lien, security interest, creditor remedy, right of offset, right to withhold goods, or other right available to us under applicable law. Before exercising any sale, disposal, lien, abandonment, or surrender rights, we may provide any notices required by applicable law.

9. Shipping and Risk of Loss

You are responsible for ensuring that items are properly packaged, labeled, documented, and shipped to the correct facility.

Unless otherwise agreed in writing, risk of loss remains with you until the item is physically received and accepted by us. We are not responsible for items that are lost, delayed, damaged, misdelivered, stolen, or otherwise affected while in transit to us or from us, except to the extent caused by our gross negligence or willful misconduct.

You are responsible for carrier claims unless we expressly agree to handle them. Insurance coverage must be requested and paid for separately unless it is expressly included in your plan or written agreement.

We may choose the shipping method, carrier, service level, packaging, and shipping timing for items we process, resell, or fulfill, unless otherwise agreed in writing.

10. Inspection, Grading, and Inventory Records

We may inspect, count, grade, sort, photograph, and classify items using our internal standards. Our condition assessments, resaleability determinations, inventory records, item counts, processing determinations, and resale decisions will control unless you provide clear evidence of error within thirty (30) days after the information is made available to you.

You acknowledge that returned merchandise may have condition issues, missing components, packaging damage, odor, wear, customer handling, labeling discrepancies, or other characteristics that affect resale value.

We are not responsible for minor discrepancies in item condition, packaging condition, color, sizing, accessories, resale value, or item presentation that commonly occur in returns processing and secondary-market resale.

11. Prohibited Items

You may not send us any item that is illegal, unsafe, hazardous, counterfeit, stolen, recalled, restricted, regulated, contaminated, or unsuitable for resale or warehouse handling.

Prohibited items may include, without limitation:

• weapons, ammunition, explosives, or tactical weapons;
• illegal drugs, controlled substances, or drug paraphernalia;
• prescription medications or regulated medical products;
• perishable goods, food, beverages, or temperature-sensitive goods unless expressly approved;
• hazardous materials, chemicals, batteries, flammables, aerosols, or pressurized containers unless expressly approved;
• counterfeit goods or goods that infringe intellectual property rights;
• stolen goods or goods suspected to be stolen;
• used personal hygiene products, intimate items, or unsanitary goods;
• recalled, defective, or unsafe products;
• items requiring special licenses, permits, or regulatory handling;
• products prohibited by Shopify, a resale channel, marketplace, carrier, or payment processor; and
• any item we identify as prohibited in the app, help center, policy page, email, or written notice.

If you send prohibited items, you are responsible for all costs, claims, damages, losses, penalties, fines, disposal fees, shipping fees, legal fees, and third-party claims arising from those items.

12. Taxes

You are responsible for determining, collecting, reporting, and remitting all taxes, duties, tariffs, fees, and governmental charges related to your products, customers, resale proceeds, business, and use of the Services.

We may collect taxes on fees we charge where required by law. We do not provide tax, accounting, or legal advice.

You are responsible for determining the tax treatment of any amounts paid to you, any resale transactions, and any goods or services provided through your Shopify store.

13. Data, Privacy, and Shopify Compliance

You authorize us to access, collect, use, process, store, and disclose Shopify store data, order data, return data, customer data, product data, inventory data, shipping data, payment-related data, and other information necessary to provide, improve, protect, and support the Services.

We will handle personal information in accordance with our Privacy Policy and applicable law. You are responsible for ensuring that your own privacy policy, customer notices, return policy, and other disclosures accurately describe your use of third-party return, warehouse, resale, and fulfillment providers, including us.

You represent and warrant that you have obtained all necessary rights, permissions, and consents for us to process any personal information or customer information you provide or make available to us.

You are responsible for complying with all Shopify requirements that apply to your use of apps, customer data, order data, product data, and third-party service providers.

14. Confidentiality

Each party may receive confidential business, technical, operational, financial, customer, product, pricing, or other non-public information from the other party.

Each party agrees to use the other party's confidential information only as necessary to perform under these Terms and to protect it using reasonable safeguards.

Confidential information does not include information that is publicly available, independently developed without use of the other party's confidential information, lawfully received from another source, or required to be disclosed by law.

15. Intellectual Property

You retain ownership of your trademarks, product data, images, descriptions, and other materials you provide to us, subject to the rights granted in these Terms.

You grant us a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use your product information, trademarks, images, descriptions, logos, product listings, and related materials as necessary to provide the Services, including to inspect, catalog, photograph, list, market, resell, ship, report on, or otherwise process returned items.

We retain all rights in our app, platform, software, workflows, pricing models, data models, processes, documentation, designs, trademarks, content, know-how, and technology.

You may not copy, modify, reverse engineer, scrape, interfere with, resell, sublicense, or exploit any part of the Services except as expressly permitted by these Terms.

16. Feedback

If you provide feedback, suggestions, ideas, improvements, reviews, or recommendations about the Services, you grant us the unrestricted right to use them without compensation, attribution, approval, or obligation to you.

17. Third-Party Services

The Services may rely on Shopify, carriers, payment processors, marketplaces, warehouse vendors, software providers, resale channels, data providers, and other third-party services.

We are not responsible for third-party services, delays, errors, outages, policy changes, fees, suspensions, marketplace decisions, carrier failures, payment processor issues, or other acts or omissions of third parties.

Your use of Shopify and any third-party services may be subject to separate terms between you and those third parties.

18. No Guarantee of Resale, Revenue, or Profit

We do not guarantee any resale price, resale timeline, sell-through rate, margin, proceeds, profit, recovery rate, inventory value, revenue, or business outcome.

Secondary-market resale values may vary based on item condition, demand, seasonality, marketplace rules, competition, shipping costs, brand restrictions, customer behavior, fraud, returns, chargebacks, and other factors outside our control.

19. Disclaimer of Warranties

The Services are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, and uninterrupted operation.

We do not warrant that the Services will be error-free, uninterrupted, secure, profitable, or suitable for your specific business needs.

20. Limitation of Liability

To the fullest extent permitted by law, we will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including loss of revenue, loss of goodwill, lost business opportunities, data loss, customer claims, marketplace suspension, reduced resale value, or business interruption.

To the fullest extent permitted by law, our total liability arising out of or related to the Services will not exceed the greater of:

• the fees you paid to us for the Services giving rise to the claim during the three (3) months before the event giving rise to liability; or
• $500.

This limitation applies regardless of the legal theory of liability, whether based in contract, tort, negligence, strict liability, statute, or otherwise. This limitation does not apply to liability that cannot be limited under applicable law.

21. Indemnification

You agree to defend, indemnify, and hold harmless Freefillment, its affiliates, officers, directors, employees, contractors, agents, service providers, and partners from and against any claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your products;
• your customers;
• your Shopify store;
• your return policy, refund policy, customer promises, or customer communications;
• your breach of these Terms;
• your violation of law, regulation, Shopify policy, marketplace policy, carrier rule, or third-party right;
• counterfeit, infringing, stolen, recalled, unsafe, defective, hazardous, contaminated, or prohibited items;
• taxes, duties, tariffs, or regulatory obligations;
• product liability, warranty, refund, chargeback, or consumer protection claims;
• your misuse of the Services; or
• any information, instruction, item, or material you provide to us.

22. Suspension and Termination

You may stop using the Services at any time, subject to payment of all outstanding fees and completion of any pending processing, shipment, resale, storage, lien, disposal, or account obligations.

We may suspend or terminate your access to the Services at any time if:

• you fail to pay amounts owed;
• you breach these Terms;
• you send prohibited, unsafe, or unsuitable items;
• your account creates legal, operational, financial, fraud, safety, compliance, or reputational risk;
• Shopify, a carrier, marketplace, payment processor, or third-party provider restricts your activity;
• we discontinue the Services; or
• we determine that suspension or termination is necessary to protect us, our partners, our users, customers, third parties, or the public.

Upon suspension or termination, you remain responsible for all fees and obligations incurred before suspension or termination. We may continue to hold, process, resell, ship, dispose of, recycle, donate, liquidate, or otherwise handle items in our possession as permitted by these Terms and applicable law.

23. Changes to the Services or Terms

We may update these Terms from time to time. Updated Terms will be posted in the app, on our website, or otherwise provided to you.

Your continued use of the Services after the effective date of updated Terms means you accept the updated Terms. If you do not agree to updated Terms, you must stop using the Services.

We may change fees, features, service levels, supported products, warehouse locations, resale channels, and operational policies upon notice where required by law or contract.

24. Governing Law and Disputes

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

Any dispute arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Tarrant County, Texas, unless the parties agree to arbitration or another dispute resolution process in writing.

Each party consents to the personal jurisdiction and venue of those courts.

25. Notices

We may provide notices to you through the app, by email, through your Shopify account, by posting on our website, or by other reasonable means.

You are responsible for keeping your email address and account contact information accurate and current. Notices sent to the email address associated with your account will be deemed received when sent.

Legal notices to us should be sent to:

Freefillment
4500 Cambridge Rd, Ste 100 Dock 12
Ft. Worth, TX 76115
legal@freefillment.com
Attn: Legal Notices

26. General Terms

These Terms, together with any order form, pricing schedule, app listing, invoice, policy, or written agreement incorporated by reference, make up the entire agreement between you and us regarding the Services.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, transfer of business, or by operation of law.

Sections relating to fees, payment, liens, surrender or abandonment of items, resale proceeds, taxes, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, suspension, termination, governing law, disputes, and general terms will survive termination or expiration of these Terms.

27. Contact Information

Questions about these Terms or the Services may be sent to support@freefillment.com.