1. Acceptance of these Terms
These Terms of Service (the “Terms”) form a binding agreement between areturnz (“areturnz,” “we,” “us”) and the legal entity that signs an Order Form or otherwise registers an account with us (“Customer,” “you”). By signing an Order Form, clicking “I agree,” or accessing the Services, you represent that you have authority to bind Customer and that Customer accepts these Terms.
If you do not have such authority, or if you do not agree with these Terms, do not access or use the Services. These Terms govern your use of the platform together with any Order Form, Data Processing Addendum (“DPA”), or other agreement we sign with you.
2. The Services
The “Services” consist of the areturnz returns processing platform, including the customer-facing dashboard, operator dashboard, APIs, webhooks, documentation, and the physical receiving, grading, refurbishing, and disposition operations performed at our facilities or by our network partners.
2.1 Scope
Specific service levels, throughput commitments, supported integrations, and disposition channels are described in your Order Form, the API documentation at our developer portal, and our then-current product documentation (collectively, the “Documentation”).
2.2 Updates and changes
We continuously improve the Services. We may add, modify, or deprecate features, provided that we will not materially reduce the core functionality you paid for during a paid subscription term. Material changes that adversely affect Customer will be communicated at least 30 days in advance, except for changes required for security, legal, or regulatory reasons.
3. Accounts and access
You are responsible for maintaining the confidentiality of API keys, OAuth credentials, and dashboard login credentials, and for all activity that occurs under your account. You must notify us promptly of any unauthorized access. We may suspend any user or sub-account that we reasonably believe is causing harm to the Services, to other customers, or to third parties.
Customer is responsible for the acts and omissions of its Sub-accounts (logistics partners, marketplaces, or affiliates granted access through Customer’s tenant) and must ensure they comply with these Terms.
4. Customer obligations
You agree that you will not, and will not permit any user or Sub-account to:
- use the Services in violation of any applicable law, regulation, sanctions program, or third-party right;
- submit returns containing hazardous, prohibited, illicit, perishable, or restricted goods outside of the categories explicitly supported by your Order Form;
- reverse engineer, decompile, scrape, or attempt to derive source code from the Services, except to the extent expressly permitted by applicable law;
- interfere with or disrupt the integrity or performance of the Services, including by exceeding documented rate limits or running unauthorized load tests; or
- use the Services to build a competing product or to benchmark for that purpose.
Customer is solely responsible for the accuracy and legality of all data, return manifests, shipping labels, item descriptions, customs declarations, and end-customer communications submitted through the Services.
5. Fees, billing and taxes
Fees are set out in your Order Form and may include subscription fees, per-return processing fees, disposition-specific fees, and pass-through carrier or duty costs. Unless the Order Form states otherwise:
- fees are billed monthly in arrears, due net 15 days from invoice date;
- amounts are stated in US dollars and are exclusive of taxes;
- Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes on areturnz’s net income; and
- undisputed past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
We may suspend the Services if undisputed invoices are more than 30 days overdue, provided we have given you written notice and a reasonable opportunity to cure.
6. Customer data, privacy and security
As between the parties, Customer owns all data submitted to the Services (“Customer Data”). Customer grants areturnz a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and improve the Services, prevent abuse, and meet legal obligations.
Our processing of personal data on Customer’s behalf is governed by the Data Processing Addendum, which forms part of these Terms. Our security program is described in our Security overview. Privacy practices applicable to website visitors and end consumers are set out in our Privacy Policy.
We may use anonymized and aggregated data derived from the Services (which does not identify Customer, any user, or any individual) to operate, secure, and improve our products and services and for benchmarking and analytics purposes.
7. Physical goods, title and risk of loss
For returned merchandise physically received at an areturnz facility:
- title to the goods remains with Customer (or the end-consumer, as applicable) at all times, except for goods irrevocably designated for donation, recycling, or destruction;
- areturnz acts as a bailee while goods are in our custody, exercising commercially reasonable care consistent with industry standards;
- risk of loss for inbound and outbound transit is governed by the applicable carrier’s terms;
- if goods are abandoned, undeliverable, or remain unclaimed beyond the period stated in your Order Form (default 60 days), we may dispose of them in any manner permitted by law without further liability.
8. Intellectual property
areturnz and its licensors retain all right, title, and interest in and to the Services, Documentation, and any improvements thereto, including all related intellectual property rights. No rights are granted to Customer except those expressly set out in these Terms.
Feedback, suggestions, or ideas you provide about the Services are given without restriction and may be used by areturnz without obligation to you.
9. Confidentiality
Each party may receive confidential information of the other. The receiving party will (i) use the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care; (ii) use disclosed information only to exercise rights and perform obligations under these Terms; and (iii) not disclose such information to any third party other than employees, advisors, and contractors who are bound by confidentiality obligations at least as protective as those in this section.
10. Warranties and disclaimers
Each party warrants that it has the authority to enter into these Terms. areturnz warrants that the Services will perform materially in accordance with the Documentation during a paid subscription term, and that we will not materially decrease the security functionality of the Services during such term.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ARETURNZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11. Indemnification
By areturnz. We will defend Customer against any third-party claim alleging that the Services, when used as permitted under these Terms, infringe a valid US patent, copyright, or trademark, and we will pay damages and costs finally awarded against Customer (or agreed in settlement) for such claim.
By Customer. Customer will defend areturnz against any third-party claim arising from (i) Customer Data, (ii) the goods Customer sends to our facilities, or (iii) Customer’s violation of Section 4.
Indemnification is conditional on the indemnified party giving prompt written notice, granting sole control of the defense and settlement (except for settlements that require an admission of liability or payment by the indemnified party), and providing reasonable cooperation.
12. Limitation of liability
EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (D) AMOUNTS OWED UNDER AN ORDER FORM:
- NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND
- EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ARETURNZ UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13. Term and termination
These Terms remain in effect for the duration of the subscription term set out in the Order Form and any renewals. Either party may terminate for material breach not cured within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent or ceases to do business.
Upon termination, your right to use the Services ends. We will make Customer Data available for export for 30 days following termination, after which we may delete it, subject to legal retention obligations and the DPA. Sections that by their nature should survive (including Sections 5, 6, 8–12, and this Section 13) will survive termination.
14. General
14.1 Governing law and venue
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction there.
14.2 Force majeure
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor actions, carrier failures, internet or utility outages, and government acts.
14.3 Assignment
Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other party.
14.4 Notices
Legal notices to areturnz must be sent to legal@areturnz.com with a copy to our registered address. Notices to Customer will be sent to the email on file for the account owner.
14.5 Entire agreement
These Terms, the applicable Order Form, the DPA, and the Documentation referenced herein constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements regarding their subject matter. If there is a conflict, the order of precedence is: (1) the Order Form, (2) the DPA, (3) these Terms, (4) the Documentation.
14.6 Severability and waiver
If any provision is held unenforceable, the remaining provisions will remain in full effect. Failure to enforce any provision is not a waiver of future enforcement.
15. Contact
For questions, concerns, or legal inquiries regarding these Terms, please contact us: support@areturnz.com