In-person returns service

v1.1 (2024.08.01)

These In-Person Returns Service (“IPR Service”) Terms shall apply if your applicable mutually executed Order Form specifies that you are receiving the IPR Service through Company. These IPR Service Terms supplement the Company’s Terms and Conditions.

1. Services. The In-Person Returns Services (“IPR Service”) will allow End Users to make box-free returns in- person at certain physical dropoff locations and view nearby physical drop-off locations within the Sites, as described further in the Happy Returns Merchant Terms and Conditions referenced below. Merchant agrees to cooperate with Company as necessary for Company and Happy Returns to enable the IPR Services, including for integration of the IPR Services within the Sites. Company's obligation to provide the IPR Services to Merchant is subject to Merchant's cooperation as required herein.
2. Happy Returns Relationship. Merchant acknowledges and agrees that the In-Person Returns Services will be provided by Happy Returns LLC (or one of its affiliates, successors or assigns) (“Happy Returns”). As a condition for Merchant to receive the In-Person Returns Services, Merchant must agree to the Happy Returns Merchant Terms and Conditions which can be found at the following link: https://happyreturns.com/merchant-terms, as well as other terms set forth in the ‘Acknowledgement of Acceptance – Happy Returns Merchant Terms and Conditions’, a copy of which is provided to you with your Order Form as Exhibit A and the terms of which are incorporated herein by reference (the “Acknowledgement”). Company will require Merchant to sign the Acknowledgement contemporaneously with the Company Order Form (or Order Form Amendment), and provide an executed copy of the Acknowledgement to Happy Returns for its records. The Happy Returns Merchant Terms and Conditions govern Merchant's receipt of the In-Person Returns Services; the Happy Returns Merchant Terms and Conditions are directly between Merchant and Happy Returns and Company is not a party to the Happy Returns Merchant Terms and Conditions. Company is not responsible for the acts or omissions of Happy Returns or any of its affiliates, including with respect to any data provided to Company pursuant to Section 3 below of these IPR Service – Individual Service Terms.
3. Data. Merchant will provide Merchant Materials, including data, to Company pursuant to Section 6 of the Loop Terms and Conditions. Accordingly, Company may provide Merchant Materials to Happy Returns on behalf of Merchant, including for Happy Returns to provide the In-Person Returns Services. Any Merchant Materials provided by Company to Happy Returns will also be governed by the Happy Returns Merchant Terms and Conditions. In addition, Merchant may provide certain data directly to Happy Returns or its affiliates which will be governed by the Happy Returns Merchant Terms and Conditions.
4. Fees: Merchant agrees to pay, monthly, the following for the In-Person Returns Services (the “In-Person Returns Fees”):
   (i) The greater of: (a) the IPR Fee in the Order Form x the number of units returned via the In-Person Returns Service; and (b) the IPR Minimum Fee in the Order Form (“Minimum Commitment IPR Fee”). and (ii) any other pass through fees as contemplated under the Acknowledgement.
   
   The In-Person Returns Fees are subject to adjustment annually during the first calendar quarter of the year based on, without limitation, increases made by Happy Returns, the applicable third-party carriers and logistics costs.
   
   Happy Returns pricing (if any) is based on an estimate annual Returns volume. Actual product mix and volume is reviewed against estimates annually. If a price adjustment needs to happen as a result of this review, Merchant will be notified. Ahead of the annual review, if actual return volume are varying dramatically from estimates, price adjustment may happen earlier. Merchant will be notified before such changes occur.
   
5. Before commencement of the IPR Service provided to Merchant, Merchant will establish a Default Payment Method via ACH with Company as its default payment method for this service. Merchant authorizes Company to automatically collect the IPR Service Fee and all Company fees (including the Early Termination Fee, if applicable) via Merchant's ACH payment method. Company will invoice and charge Merchant on the 10th calendar day of each month. Without limiting the foregoing, Company may increase the In-Person Returns Fees for any Renewal Term upon written notice to Merchant at least ninety (90) days prior to the commencement of such Renewal Term.
6. Termination. If Company’s agreement with Happy Returns for Company's resale of the In-Person Returns Services expires or terminates for any reason or the Happy Returns Merchant Terms and Conditions are terminated for any reason as permitted therein, the In-Person Returns Services under your Order Form will automatically terminate without liability or further obligation to Company. The Happy Returns Merchant Terms and Conditions govern the completion of any in-person returns that were initiated by an end user prior to such expiration or termination.