Draft. Not reviewed by an attorney, and not in force.

These documents are working drafts published for review. They still contain unfilled placeholders, and several clauses predate a change to how money moves on the platform, so they do not describe the product as it works today. Nothing here is a binding agreement, and no one should rely on it.

Seller agreement

◆◆ FEE RULE CHANGED (28 Sep 2026). Owner decision: the 2.8% is called the introduction fee. It is charged to the Seller when a deal is confirmed and held until delivery. If the deal does not go ahead and the Seller documents why (reason, evidence, attestation), 1.8% of the order value is refunded and 1% is kept for the introduction: on $10,000, $280 charged, $180 back, $100 kept. The phrase "refundable platform fee" in the notes below is retired; the fee is partly refundable. [confirm with counsel]

◆◆ PRICE CHANGED (27 Sep 2026). The Buyer's Desk subscription (called Premium on screen) is now $999/month. It was $500 when the dated notes below were written; their figures have been updated to $999 so the drafts match the site.

The Gateway [BRAND NAME - pending final selection]

Effective date: [DATE]

◆◆ This draft predates the 15 September 2026 model change

Marked 17 September 2026. Not attorney-reviewed. Not publishable as written.

Drafted 27 August 2026. Of the five documents in this set, this one and refunds-and-disputes.md took the heaviest damage from the 15 September founder dinner, because both are built on a money flow that no longer exists: the Company collected the Buyer's money, held it, and paid the Seller out of it. The Company now never receives the goods price at all. The Buyer pays the Seller directly, off-platform, on the Buyer's own net terms. There are no seller payouts.

Carry forward verbatim - unaffected by the change: §2 (eligibility), §3.1 and §3.3–3.5 and §3.7–3.9 (listing rules, Condition Grade, imagery, prohibited goods), §5.1–5.4 and §5.6 (the one-shot counteroffer and off-platform circumvention), §6.1 (the anonymity obligation), §7.2–7.4 (freight and risk of loss), §10 in full (authority, title, authenticity, lawful acquisition, non-infringement, listing accuracy, compliance), §11 in full (the defence-cost indemnity), §12 (notice-and-takedown cooperation) and §13.

What is now wrong, marked inline below:

Clause	What it says today	What it has to become
§1 preamble	Platform gives you "payment handling"	Platform gives you a paid introduction, and nothing to do with money for goods
§3.2	2,000 pieces minimum per Listing	$2,000 minimum order value; no piece minimum, and it is per order
§3.6	Every Listing is one indivisible Lot	Buyers take part of a lot at quantity-tier prices
§4.1	$200 charged at submission	$0. Listing is free
§4.2	Non-refundability of the $200	Moot
§4.3	Nothing withheld from "your Settlement proceeds"; fee is buyer-paid	You pay 2.8% of goods value on your card when a deal is confirmed
§5.5	Buyer has 2 business days to pay, webhook-confirmed	Buyer pays you, on their net terms, 30 to 105 days out
§6.1–6.2	Identity revealed at Settlement	Revealed when your 2.8% charge clears
§7.1	Fulfilment clock runs from Settlement	Clock runs from the same fee-clearing event; and the vendor-number stage now sits in front of it
§8 (whole section)	Settlement, payout, holds, offset	Delete. There is no payout
§9 (whole section)	Remedies funded from your payout	Delete or replace. There is no payout to fund a remedy from
§14	Nothing obligates the Company to promote your inventory	Needs a Sponsored Placement carve-out

Missing entirely: the liability consent you now sign at signup; the card-on-file requirement recast as the instrument the 2.8% is charged against; the $999/month Buyer's Desk subscription that gets you the demand board and your matches; sponsored placements; and the vendor-number stage.

Never write "escrow" for the held 2.8%. It is the introduction fee (◆◆ 28 Sep 2026; was "refundable platform fee"), your own money, charged to your card, held by the Company, and either released to the Company after delivery or refunded to you. Read legal/ATTORNEY-BRIEF.md first.

1. Purpose and parties

This Seller Agreement (the "Agreement") governs the listing and sale of Lots on the business-to-business marketplace operated under the name The Gateway [BRAND NAME - pending final selection] (the "Platform") by [ENTITY NAME, a [STATE] limited liability company] (the "Company"). It applies to every Member acting as a Seller and supplements the Terms of Service, the Privacy Policy, and the Refunds and Disputes Policy, all of which are incorporated by reference. Capitalized terms not defined here have the meanings given in the Terms of Service.

The Company operates the venue. Every Order is a contract between you and the Buyer; the Company is not a party to it and never takes title to your goods. What the Platform gives you is distribution, anonymity until Settlement, offer mechanics, and payment handling - not a purchaser of your inventory.

◆◆ WRONG (15 Sep 2026) - strike "and payment handling". The Platform is a paid introduction: distribution, anonymity until the introduction, offer mechanics, matching, and the introduction itself. It handles no money for goods at any point. The first sentence, which is the important one, is unchanged and is now easier to defend than it was. [confirm with counsel that "paid introduction" is the framing to use throughout]

2. Seller eligibility

2.1 Selling is limited to businesses approved under the Terms of Service: bona fide wholesalers and retailers that have provided a legal business name, business address (no P.O. boxes), EIN, state-issued resale certificate, ship-to and ship-from information, phone number, and a valid payment card on file. Seller approval is granted, conditioned, or refused at the Company's discretion and may be revoked for cause.

2.2 You are solely responsible for the accuracy and continuing validity of your credentials. The Company may verify them but is not obligated to, and approval is not a representation that it did. [Owner decision pending: the verification mechanism - admin checklist or third-party KYB vendor.]

2.3 The individual who operates your account represents that they are authorized to bind your business to this Agreement and to each Listing and Order.

3. Listings

3.1 One Listing per SKU. Each Listing offers exactly one SKU. Multi-SKU manifests, mixed lots, and mystery lots are not permitted.

3.2 Minimum lot size. Each Listing must offer at least 2,000 pieces of the SKU. The minimum is enforced server-side.

◆◆ WRONG (15 Sep 2026) - the piece minimum is gone. It became a $10,000 minimum listing value on 6 September; it is now a $2,000 minimum order value, measured per order rather than per Listing. Because per-piece price falls as quantity rises, the minimum quantity floats and is different at every rung of the ladder. [confirm with counsel]

3.3 Fixed fields. Each Listing must include, completely and accurately: product image(s), product name, item number, case pack, quantity available, special cost per piece, regular cost per piece, Condition Grade, and ship-from region. The Platform displays per-piece prices only; lot totals appear at checkout.

3.4 Condition Grade. You must select one Condition Grade for each Listing from the Platform's fixed taxonomy [New, Like New, Scratch & Dent, Refurbished - confirm final taxonomy]. Free-text condition claims are not permitted. You warrant to the Buyer and the Company that the selected grade fairly describes the goods. The Company defines the vocabulary; you are responsible for choosing truthfully within it.

3.5 Imagery. Product images must meet the Platform's photography standards: uniform, high-resolution product photos with consistent framing. Images must depict the actual product being sold. Images must not reveal your identity - no visible company names, warehouse signage, labels, watermarks, or metadata that could deanonymize you.

3.6 All or nothing. Every Listing is sold as a single indivisible Lot. You may not offer or accept partial quantities.

◆◆ WRONG (15 Sep 2026) - reversed, and this is the commercial point of the whole product: splitting is central. A Listing depletes across several Buyers at quantity-tier prices. All-or-nothing survives only as a Seller-selected mode on a particular Listing, not as a rule of the Platform. The clause must become its opposite, plus the ladder rules (tier prices, a Seller MOQ, and the residual/odd-lot policy that stops a Buyer stranding an unsellable tail).

3.7 Prohibited goods. You may not list: counterfeit or unauthorized replica goods; stolen goods; recalled goods; goods whose sale is unlawful or requires a license you or the Buyer do not hold; hazardous materials not lawfully transportable by common carrier; or goods subject to a security interest, lien, or third-party restriction that would impair the Buyer's clear title. The Company may expand this list by policy.

3.8 Accuracy and updates. You must keep each Listing accurate, including withdrawing it promptly if the inventory becomes unavailable. Listing goods you cannot deliver is a material breach.

3.9 Approval and removal. Every Listing is subject to admin approval before going live, and the Company may reject or remove any Listing at any time at its discretion, including on receipt of an infringement notice under the Terms of Service. Approval is not an endorsement, inspection, or verification of the Listing.

4. Listing fee

4.1 A listing fee of $200 per Listing is charged automatically to your saved payment method at the moment you submit the Listing - not on approval. Submitting five Listings charges $1,000 at submission.

◆◆ VOID (15 Sep 2026) - listing is free. $0. Nothing is charged when you submit a Listing. The entire §4 as written goes, and is replaced by the single transaction fee described at §4.3 below.

4.2 The listing fee is non-refundable, including where a Listing is rejected by admins, withdrawn by you, removed for policy violation, or expires unsold. [Confirm with owner: non-refundability on admin rejection.]

◆◆ MOOT (15 Sep 2026) - there is no listing fee to refund or not refund. Decision-register item C1 is closed by deletion, not by decision.

4.3 Nothing is withheld from your Settlement proceeds on account of listing fees; the platform fee structure is set out in the Terms of Service [platform fee currently [5%], buyer-paid at checkout - confirm rate and incidence].

◆◆ WRONG (15 Sep 2026) - this is the clause the whole agreement now turns on. There are no "Settlement proceeds": the Company never receives the Buyer's money, so nothing can be withheld from it. And the fee is no longer buyer-paid. Replace the section with the following, drafted properly:

You pay one fee: 2.8% of the deal's goods value. It is charged to your saved card at the moment a deal is confirmed. Nothing is charged before that - not at signup, not at listing, not at match.
The charge is held by the Company. It is released to the Company once delivery is recorded and 7 days pass with no contest, or refunded to you on documented failure.
Clearing that charge is what unlocks the introduction: your identity and the Buyer's are exchanged and the freight thread opens. If the card declines, the deal does not proceed.
Under splits, each order carries its own 2.8%. One lot cleared by four Buyers is four fees. Four introductions, four fees.
The fee base is the goods value at the tier price applied, exclusive of freight and tax. [confirm with counsel]

Separately, §4 must acquire the two new charges that did not exist in August: the $999/month Buyer's Desk subscription (Seller-paid, for the demand board and your matches) and sponsored placements (flat-priced, capped at 5 per category, never auctioned). Both need billing, renewal and cancellation terms. [confirm with counsel]

Do not call the held 2.8% escrow. It is your own money, charged to your own card, held by the Company and refundable to you - not a stake held for the Buyer.

5. Offers and acceptance

5.1 What you will see. Buyers may purchase your Lot outright at your asking price, or submit a single Counteroffer. You may hold several pending Counteroffers on a Listing at once and should evaluate them together.

5.2 Your two moves. For each Counteroffer you may accept or decline. There is no counter-to-the-counter and no negotiation channel.

Acceptance forms a binding Order at the countered price and immediately, automatically, and irrevocably closes every other pending Counteroffer on that Listing as lost. Accept only the offer you intend to honor.
Decline is terminal for that Buyer on that Listing. The Buyer cannot try again, and you cannot invite them to.

5.3 Expiry. Counteroffers expire 48 hours after submission. An expired Counteroffer cannot be accepted; the Platform enforces this by scheduled job. If you want an offer, act within its window.

5.4 Race conditions are real. A Buy Now purchase and your acceptance of a Counteroffer can race for the same Lot; the Platform resolves the race atomically and the first completed action wins. The Platform's transaction record is authoritative.

5.5 Buyer payment window. After an Order forms, the Buyer has [2 business days] to complete payment. If payment is not webhook-confirmed in that window, the Company may cancel the Order and return the Lot to market; you then owe that Buyer nothing and may sell to anyone.

◆◆ WRONG (15 Sep 2026) - there is no payment to the Platform and therefore no webhook and no two-day window. The Buyer pays you directly, off-platform, on the Buyer's own net terms - Net 30, Net 60, Net 90, and Walmart at Net 105. The Buyer declares those terms at signup and the Platform discloses them to you as information about that Buyer; the Company does not guarantee them, does not collect on them, and has no duty to verify that you were ever paid. What this clause has to become is a plain warning to Sellers that they are extending trade credit to a counterparty they chose, and that the 2.8% fee has already been charged and (after delivery plus 7 days) released regardless of whether the Buyer pays on day 30 or day 105 or at all. [confirm with counsel - this is the disclosure most likely to be read as a promise if it is drafted loosely]

5.6 Off-platform circumvention. You may not use the Platform to source a buyer and then close the transaction off-platform to avoid fees, and you may not solicit or accept off-platform contact from a prospective buyer before Settlement. Either is a material breach.

6. Anonymity - protection and obligation

6.1 The Platform does not display your identity on public Listings. Administrators see it; the Buyer learns it only after Settlement, when the Freight Thread opens.

◆◆ TRIGGER CHANGED (15 Sep 2026) - the obligation is unchanged and should be kept verbatim; only the unlock event moves. The Buyer learns your identity when your 2.8% fee charge clears, not on payment for goods. Same change in §6.2. Note what this means commercially and say it plainly: the introduction is the thing you are paying for, and you pay for it before you know whether the Buyer will perform. Anonymity is enforced by the Platform across listings, URLs, images, and notifications - but you must not defeat it yourself. Do not embed identifying information in Listing content, and do not disclose your identity to prospective buyers before Settlement.

6.2 After Settlement, you consent to the Platform disclosing to the Buyer your business name, contact details, and pickup address, as needed to complete the transaction.

7. Fulfillment

7.1 Make the Lot available. After Settlement you must cooperate promptly in the Freight Thread and make the entire Lot available for pickup, exactly as described in the Listing, within [21 calendar days] after Settlement. If you do not, the Buyer may cancel the Order for a full refund under the Refunds and Disputes Policy, and the cancellation counts against your account.

◆◆ CLOCK AND TRIGGER CHANGED (15 Sep 2026) - three fixes. (a) "the entire Lot" → the Buyer's allocation; a split Listing has several clocks running at once, each from its own deal. (b) The clock starts at the fee-clearing introduction, not at Settlement. (c) There is no "full refund" to cancel into, because the Buyer has not paid the Company anything; what actually happens on non-fulfilment is that the Seller's held 2.8% is refunded to the Seller and the Buyer simply never pays. Say that.

◆◆ MISSING (15 Sep 2026) - vendor numbers. A stage now sits between the introduction and fulfilment that this agreement does not mention. Most major retailers require the Seller to hold a vendor number before they can issue a purchase order. Getting one takes 2–3 weeks and requires a vendor packet: company information, a certificate of liability insurance, and a W-9. Liquidators and closeout distributors do not require one. The Platform provides a checklist between two parties who already know each other by then; it is not a party to the vendor onboarding, does not submit the packet, does not verify the insurance certificate, and does not represent that a number will be issued or issued in time. Counsel must decide how the fulfilment clock and the fee-release clock interact with a 2–3 week vendor-number wait that neither party controls. [confirm with counsel]

7.2 Freight is the Buyer's. The Buyer arranges and pays for freight unless you agree otherwise in the Freight Thread. You must provide accurate pickup information, reasonable dock access, and standard shipping documents (packing list, bill of lading) at pickup.

7.3 Risk of loss passes to the Buyer on the carrier's receipt of the Lot at your facility on Buyer-arranged freight. Loss or damage after that point, in transit, is between the Buyer and its carrier. Loss, damage, shortage, or substitution occurring before carrier receipt is yours.

7.4 Ship what you listed. Delivering a different item, a different Condition Grade, or a short quantity (beyond the [5%] tolerance in the Refunds and Disputes Policy) exposes you to the dispute remedies in Section 9.

8. Settlement and payout

◆◆ THE WHOLE SECTION IS VOID (15 Sep 2026). §8.1, §8.2 and §8.3 describe a money flow that no longer exists in any part: the Company does not collect Buyer payments, does not compute a payout, does not remit one, cannot hold one, and cannot offset against one. Delete §8.1–8.3 outright rather than amending them.

§8.4 survives in substance and gets more important, not less: you are responsible for your own taxes, and the Company is now not even a limited payments conduit - it is not in the payment chain at all. That strengthens the position but changes the analysis, so the marketplace-facilitator and 1099-K question (register item F3) must be re-asked on the new facts rather than carried over. [confirm with counsel]

What replaces §8: a short section describing the only two money movements that exist - (1) the Company charges your card 2.8% of goods value at deal confirmation and holds it, releasing it after delivery plus 7 uncontested days or refunding it to you on documented failure; (2) the Buyer pays you directly, off-platform, on the Buyer's terms, and the Company is not involved in, and takes no responsibility for, that payment.

8.1 Buyer payments are collected by the Company through its payment processor (or by Company-approved wire). Your payout equals the final Lot price, without deduction of the buyer-paid platform fee [confirm incidence], less any dispute remedies funded under Section 9 and any amounts you owe the Company.

8.2 Payouts are currently remitted manually, by wire transfer or Stripe transfer to the account you designate, within [5 business days] after the later of: (a) expiry of the Buyer's Dispute Window with no dispute filed, or (b) final resolution of any timely dispute. [Confirm payout timing and whether any portion is released earlier.]

8.3 The Company may hold all or part of a payout while a timely dispute, counterfeit claim, infringement notice, chargeback, or investigation involving the Order or your account is pending, and may offset from any payout amounts you owe under this Agreement, including dispute remedies and indemnity obligations.

8.4 You are responsible for your own taxes on your sales. The Platform's collection of payment is as a limited payments conduit, not as your merchant of record. [Counsel to confirm sales-tax posture, marketplace-facilitator statutes, and any Form 1099-K obligations.]

9. Disputes and remedies funded from your payout

◆◆ THE WHOLE SECTION IS VOID - AND THIS IS THE HARDEST QUESTION IN THE SET (15 Sep 2026).

The section title states the mechanism and the mechanism is gone. There is no payout to fund a remedy from. §9.3's "partial refund to the Buyer funded from your payout" cannot be performed by anyone: the Company holds none of the Buyer's money, so it cannot refund the Buyer a cent, partially or fully. The same failure runs through Refunds and Disputes §6.4, §7.1, §7.2 and §8.2, ToS §8.2 and §12.3, and Buyer Agreement §8.6.

So what funds a buyer's remedy now? Nothing. That is the honest answer and counsel needs to confirm it is acceptable rather than have it discovered later. The platform is not a party to the goods trade; it holds no stake; its only money is its own 2.8%, and that fee is refundable to the Seller, never payable to the Buyer. Two practical consequences worth putting in front of counsel:

The Buyer's real protection is structural, not contractual: on net terms the Buyer usually has not paid yet when the goods arrive, so a short or misgraded delivery is met by withholding or reducing payment to the Seller. That is an ordinary trade-credit remedy between the two principals and it happens entirely outside this document.
The Company's only lever against a Seller who fails is refusing to release the held 2.8%, refunding it, and terminating the account. That is a sanction on the Company's own fee, not compensation to the Buyer, and it must never be drafted to look like compensation.

[confirm with counsel] - specifically: (a) is a marketplace that offers no monetary buyer remedy viable in the states we operate in and defensible in marketing; (b) should the dispute record survive as a pure record-keeping and reputation process with no money attached; (c) does removing the remedy change the UCC §2-314/2-315 analysis anywhere, given the Company never warranted the goods in the first place; and (d) what, if anything, we may say publicly about buyer protection without creating one by estoppel.

§9.4 (counterfeit claims within [90 days]) survives as a process right, and §10.3's counterfeit consequences survive except for the payout clawback limb.

9.1 Buyers' claims are governed by the Refunds and Disputes Policy: a structured filing within [5 business days] of confirmed delivery, mandatory photo and delivery-document evidence, a [5%] quantity/value variance tolerance, and single-step adjudication by the Platform administrator, whose determination is final as between you and the Buyer to the extent permitted by law.

9.2 You will receive notice of any dispute and [3 business days] to respond with evidence. Failure to respond permits adjudication on the Buyer's filing alone.

9.3 Default remedy. Where a claim is valid, the default remedy is a partial refund to the Buyer funded from your payout, proportional to the substantiated discrepancy. Full refund with return of goods (return freight at your cost) is reserved for material failures - wrong product, wholesale misgrading, counterfeit findings, or failure to make the Lot available under Section 7.1. If your payout has already been remitted or is insufficient, you must pay the remedy amount within [10 business days] of invoice, and the Company may charge your card on file for it [confirm].

9.4 Counterfeit claims may be brought within [90 days] of confirmed delivery notwithstanding the standard window, and are subject to Section 10.

10. Representations, warranties, and counterfeit liability

10.1 You represent and warrant, on submission of each Listing and again on formation of each Order, that:

(a) Authority and title. You own the goods outright or are fully authorized by the owner to sell them; you convey good, clear, and marketable title, free of all liens, security interests, and encumbrances.
(b) Authenticity. The goods are genuine and authentic - manufactured by or under authority of the brand owner whose branding they bear - and are not counterfeit, replica, gray-market goods you lack the right to sell, or goods altered to misrepresent origin.
(c) Lawful acquisition. The goods were lawfully acquired and are not stolen, embezzled, diverted in breach of contract, or the proceeds of fraud.
(d) Non-infringement. The sale, and the Buyer's onward resale, of the goods will not infringe any patent, trademark, copyright, trade dress, or other right of any third party, and no license or consent you have not obtained is required.
(e) Listing accuracy. Every element of the Listing - identity, item number, case pack, quantity, Condition Grade, images - is accurate and not misleading.
(f) Compliance. The goods comply with applicable product-safety and labeling laws, are not subject to an unresolved recall, and their sale by you does not breach any agreement binding on you.

10.2 These warranties run to both the Buyer and the Company, survive Settlement, and are not diminished by admin approval of a Listing, by the Buyer's inspection or failure to inspect, or by expiry of the standard Dispute Window.

10.3 Counterfeit consequences. If the Company determines, through the dispute process or otherwise, that goods you sold are counterfeit or stolen: the affected Order may be fully reversed at your cost (including return or destruction of the goods and freight); your payout may be withheld or clawed back; your account may be terminated immediately; and the Company may report the matter to brand owners and law enforcement and preserve and share related records.

11. Indemnification (including defense costs)

You will defend (with counsel reasonably acceptable to the Company), indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from and against all claims, demands, actions, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses - including reasonable attorneys' fees and all costs of defense as incurred - arising out of or relating to: (a) your Listings or goods, including claims that goods are counterfeit, stolen, infringing, unsafe, mislabeled, or otherwise unlawful; (b) breach of any representation, warranty, or obligation in this Agreement; (c) infringement or alleged infringement of any third party's intellectual-property rights by the listing, sale, or resale of your goods; (d) your taxes; and (e) claims by your suppliers, creditors, or lienholders concerning goods you sold. The Company may participate in the defense with its own counsel at your expense and must approve any settlement that imposes obligations on it.

12. Notice-and-takedown cooperation

If the Company receives an infringement or counterfeit notice concerning your Listing under the Terms of Service, the Company may remove the Listing and hold related payouts immediately and without prior notice to you. You will be notified and may submit evidence of authorization (invoices, chain of title, brand authorization). The Company's decision whether to reinstate is final. Repeated notices against your account are grounds for termination.

13. Suspension and termination

The Company may suspend or terminate your selling privileges for cause under the Terms of Service, including misgrading, non-fulfillment, anonymity or fee circumvention, credential inaccuracy, prohibited goods, or infringement notices. Termination does not affect obligations accrued before it - including fulfillment of paid Orders, dispute remedies, indemnities, and amounts owed - and Sections 8.3, 9, 10, 11, and 14 survive.

14. Liability; relationship to other documents

The venue disclaimers, warranty disclaimers, limitation of liability, governing law ([STATE]), venue ([COUNTY, STATE]) [owner/counsel decision: arbitration alternative], notice, amendment, and general provisions of the Terms of Service apply to this Agreement in full. For the avoidance of doubt: THE COMPANY MAKES NO WARRANTY TO YOU REGARDING BUYER PERFORMANCE, DEMAND, RECOVERY RATES, OR SALE OUTCOMES, AND NOTHING IN THIS AGREEMENT OBLIGATES THE COMPANY TO SELL, PROMOTE, OR FEATURE YOUR INVENTORY.

◆◆ NEEDS A CARVE-OUT (15 Sep 2026). The closing words - "nothing … obligates the Company to sell, promote, or feature your inventory" - were written when the Platform sold no promotion of any kind. It now does. Sponsored listing placements are a paid product: flat-priced, capped at 5 per category, allocated without auction or bidding. A blanket "no duty to promote" sitting next to an invoice for promotion is the kind of contradiction a plaintiff reads aloud.

The carve-out should say, at minimum: the general no-duty rule stands for unpaid distribution; where you have purchased a sponsored placement, the Company owes you only what that placement's own terms describe (placement within the cap, for the period paid, subject to removal for policy breach); a sponsored placement is not an endorsement, inspection, verification or ranking of merit by the Company, and is labelled as sponsored; the cap of 5 per category is a stated limit, not a guarantee of exclusivity; and the Company may decline or withdraw a placement. The same carve-out logic applies to the $999/month Buyer's Desk subscription - what a subscriber is buying is access to the demand board and their matches, not any level of demand, match quality, or outcome. [confirm with counsel]

◆◆ MISSING (15 Sep 2026). Two Seller-side signup obligations exist in the product and appear nowhere in this agreement: the liability consent a Seller signs at signup, and the card kept on file, which is now the instrument the 2.8% is charged against rather than a passive credential. The card requirement moves from §2.1 housekeeping to an operative payment term and needs authorisation language that actually supports a later charge. [confirm with counsel]

Draft prepared for review by counsel - not yet reviewed by an attorney. [DATE]