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.

Terms of service

◆◆ 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.

This document was drafted on 27 August 2026, against a product that no longer exists. It predates two changes: the 6/10 September pivot to split lots and a two-sided exchange (see SPEC.md §3), and the 15 September founder-dinner change to the revenue and money model, which is the larger one. It is retained rather than rewritten because most of it still holds and should be carried forward verbatim: eligibility (§3), the venue posture (§4.1, §4.3), seller warranties and the IP / counterfeit / notice-and-takedown machinery (§12), the UCC-style warranty disclaimers (§11.2, §11.3), the anonymity obligations (§9.2), indemnity (§14) and the general provisions (§17).

What is now wrong, and is marked inline below:

Clause	What it says today	What it has to become
§2 "Lot"	All-or-nothing; the whole quantity or nothing	Buyers take part of a lot at quantity-tier prices
§2 "Settlement"	Webhook-confirmed payment to the Platform	There is no payment to the Platform. The trigger is the seller fee charge clearing
§4.2	Company facilitates payment for Orders	Company never touches the goods price
§5.1	2,000-piece minimum per SKU	$2,000 minimum order value; no piece minimum
§6.2	All purchases and offers are for the entire quantity	Partial purchase is the normal case
§6.6	Acceptance extinguishes every competing counteroffer	Acceptance decrements the lot; others survive while stock remains
§6.7	Buyer owes lot price plus the platform fee	Buyer owes the Seller the goods price only, direct and off-platform
§7.1	$200 listing fee at submission	Listing is free ($0)
§7.2	5% platform fee added to the Buyer's total	2.8% of goods value, charged to the Seller's card at deal confirmation
§8.1	Order payments processed by the Company (Stripe / approved wire)	Buyer pays Seller directly on the Buyer's own net terms (Net 30/60/90; Walmart Net 105)
§8.2	Seller payouts remitted by the Company	There are no seller payouts. The concept is gone
§9.1	Identities revealed after Settlement	Identities unlock when the Seller's 2.8% charge clears
§10.1	Freight unlocks after Settlement	Freight unlocks on the same fee-clearing event; listings are FOB / collect
§11.1	All sales final; 5% variance tolerance; this Policy is the sole remedy	The Company cannot deliver a goods remedy at all - see Seller Agreement §9
§15.2	Cap keyed to "platform fees and listing fees paid"	Listing fees are $0; the fee base is now the 2.8% plus subscription

One clause became more correct, not less: §8.3 - "The Company is not a bank, money transmitter, escrow agent, or trustee." Under the new model the Company never receives, holds or disburses the goods price at any point. §8.3 should be strengthened and promoted, not softened. It is marked REINFORCED below.

A drafting rule for whoever redrafts this. The word escrow does not appear anywhere in the new model and must not be introduced into it. The 2.8% is the introduction fee (◆◆ 28 Sep 2026; was "refundable platform fee"), charged to the Seller's own saved card and held by the Company - the Company's own money in the Company's own account, refundable to the Seller. It is never a stakeholder deposit of the Buyer's funds. Write "held", "held fee", "introduction fee".

Missing entirely, and not addressed anywhere below: the $999/month Buyer's Desk subscription; sponsored listing placements; the vendor-number stage between matched parties; buyer type and payment-terms declarations; the seller liability consent at signup.

Read legal/ATTORNEY-BRIEF.md before this document.

1. Who we are and what these terms cover

These Terms of Service (the "Terms") govern access to and use of the business-to-business wholesale liquidation marketplace operated under the name The Gateway [BRAND NAME - pending final selection] (the "Platform") by [ENTITY NAME, a [STATE] limited liability company] (the "Company," "we," "us," or "our").

The Platform is a closed marketplace on which approved wholesale and retail businesses list and purchase surplus inventory in bulk. The Platform is not open to the public and is not a consumer service.

By applying for an account, accessing the Platform, or completing any transaction on it, you - the business entity on whose behalf the account is registered, together with each individual acting for that entity ("you," a "Member") - agree to these Terms, to our Privacy Policy, to the Refunds and Disputes Policy, and, as applicable, to the Buyer Agreement and the Seller Agreement (together, the "Platform Agreements"). If any conflict arises between these Terms and a more specific Platform Agreement, the more specific document controls for its subject matter.

If you do not agree to the Platform Agreements, do not apply for an account and do not use the Platform.

2. Definitions

Capitalized terms used across the Platform Agreements have the following meanings:

"Buyer" - a Member acting in its capacity as purchaser of a Lot.
"Seller" - a Member acting in its capacity as lister and seller of a Lot. A Member may act as both Buyer and Seller, but never in the same transaction.
"Listing" - a single offer of one SKU published on the Platform, containing the fixed fields the Platform prescribes (image, product name, item number, case pack, quantity available, special cost per piece, regular cost per piece, Condition Grade, and ship-from region).
"Lot" - the entire quantity of goods described in a Listing. Every Lot is sold on an all-or-nothing basis: a Buyer purchases the entire stated quantity or nothing.
- ◆◆ WRONG (15 Sep 2026) - splitting is now central. A Buyer buys part of a Lot at quantity-tier prices (buy more, pay less per piece) and a Lot depletes across several Buyers. "Lot" must be redefined as the quantity a Seller offers, with the contracted unit being the Buyer's own allocation; all-or-nothing survives only as a Seller-selected listing mode. Every downstream measurement - tolerance, dispute window, fulfilment clock - must re-base on the allocation, not the Lot. [confirm with counsel]
"Condition Grade" - one of the fixed, Platform-defined condition categories a Seller must select for each Listing. The current taxonomy is [New, Like New, Scratch & Dent, Refurbished - confirm final taxonomy]. Condition Grades are descriptive labels selected and warranted by the Seller; they are not an inspection, certification, or warranty by the Company.
"Counteroffer" - the single, one-time price proposal a Buyer may submit on a Listing under Section 6.
"Order" - the binding purchase contract between a Buyer and a Seller formed on a Buy Now purchase or on a Seller's acceptance of a Counteroffer.
"Settlement" - the point at which the Buyer's payment for an Order is confirmed to the Platform by payment-processor webhook and the transaction proceeds to freight coordination and Seller payout.
- ◆◆ WRONG (15 Sep 2026) - there is no payment to the Platform to confirm and no Seller payout to proceed to. The Buyer pays the Seller directly, off-platform, on the Buyer's own net terms. The defined term should be retired and replaced with something like "Match Confirmation": the moment the Seller's 2.8% introduction fee charge clears, which is what unlocks identities and freight. [confirm with counsel]
"Freight Thread" - the communication channel the Platform opens between Buyer and Seller after Settlement for the sole purpose of coordinating pickup and shipment.
"Dispute Window" - the period of [5 business days] after confirmed delivery of a Lot during which a Buyer may file a claim under the Refunds and Disputes Policy.

3. Eligibility and account approval

3.1 Businesses only. The Platform is available only to bona fide wholesale and retail businesses. Individuals, consumers, and businesses that cannot document commercial resale activity are not eligible. By applying, you represent that you are acting solely for business purposes and not as a consumer.

3.2 Application requirements. Every applicant must provide, at minimum: legal business name; business address (no P.O. boxes); federal Employer Identification Number (EIN); a state-issued resale certificate; ship-to address(es); a business phone number; and a valid payment card saved on file through our payment processor. The Platform may require additional documentation at its discretion.

3.3 Accuracy is your responsibility. You are solely responsible for the accuracy, completeness, and continuing validity of the information and documents you submit, including your EIN and resale certificate. Submitting false, expired, or misleading credentials is a material breach of these Terms. The Company may, but is not obligated to, verify any credential, and approval of an application is not a representation by the Company that your credentials were validated. [Owner decision pending: whether resale certificates are validated against the issuing state by admin checklist or by a third-party KYB vendor.]

3.4 Admin approval. Every account, and every Listing, is subject to review and approval by the Platform's administrators. Approval may be granted, conditioned, or refused at the Company's sole discretion. There is no right to an account.

3.5 Account security. You are responsible for all activity under your account credentials. Notify us immediately at [NOTICE EMAIL] of any suspected unauthorized use.

4. The Platform is a venue

4.1 The Platform is a neutral venue that enables approved businesses to transact directly with one another. The Company is not a party to any Order. The Company is not a buyer, seller, distributor, importer, manufacturer, auctioneer, broker, freight broker, motor carrier, or agent of any Member, and does not take title to, possess, inspect, test, or authenticate any goods listed or sold on the Platform.

4.2 Each Order is a direct contract between the Buyer and the Seller. The Company's role is limited to operating the marketplace software, processing marketplace fees, facilitating payment through third-party processors, and administering the Refunds and Disputes Policy.

◆◆ PARTLY WRONG (15 Sep 2026) - strike "facilitating payment through third-party processors", and strike the adjudication role so far as it concerns goods money. The Company charges and refunds its own fee and does nothing else with money. The remaining words ("operating the marketplace software") are now the whole of it, and the clause should be redrafted to say so affirmatively: the Platform is a paid introduction and is never a counterparty to the goods trade.

4.3 Nothing on the Platform - including a Listing's appearance on the site, admin approval of a Listing, a Condition Grade, uniform photography standards, or any editorial or design choice - is a statement by the Company about the quality, condition, authenticity, safety, legality, or value of any goods.

5. Listings

5.1 Listings may be created only by approved Sellers and must comply with the Seller Agreement, including the one-listing-per-SKU rule, the minimum lot size of 2,000 pieces per SKU, the fixed listing fields, and the Platform's imagery standards.

◆◆ WRONG (15 Sep 2026) - the 2,000-piece minimum is dead. It became a $10,000 minimum on 6 September and is now a $2,000 minimum order value, per order, not per listing. A piece count is a proxy for value that fails at both ends of the price range. Replace with the dollar minimum and say expressly that it is measured per order. [confirm with counsel that a $2,000 floor is still consistent with the "wholesale businesses only, not consumers" eligibility posture in §3.1]

5.2 Each Listing displays a per-piece special cost and a per-piece regular cost. Order totals are computed server-side and presented at checkout. Prices displayed on the Platform are set by Sellers, not by the Company.

5.3 The Seller - not the Company - is solely responsible for the content of its Listings, including the accuracy of the Condition Grade selected, quantities, item identification, and images.

6. Purchases and the counteroffer mechanic

6.1 Two paths only. A Buyer may acquire a Lot in exactly one of two ways: (a) Buy Now, purchasing the entire Lot at the Seller's asking price; or (b) Counteroffer, submitting a single price proposal for the entire Lot.

6.2 All or nothing. Every purchase and every Counteroffer applies to the entire quantity in the Listing. Partial-quantity purchases and partial-quantity offers do not exist on the Platform.

◆◆ WRONG (15 Sep 2026) - reversed. Buyers purchase part of a Lot at quantity-tier prices. This clause must become its opposite: a Buyer contracts for a stated quantity at the tier price that quantity earns, and the Listing depletes.

6.3 One Counteroffer, ever, per Buyer per Listing. A Buyer may submit exactly one Counteroffer on a given Listing - not one per session or per day, but one, permanently. A Counteroffer cannot be revised after submission.

6.4 Terminal outcomes. The Seller may accept or decline a Counteroffer. Acceptance forms a binding Order at the countered price. A decline is terminal: the declined Buyer may not submit another Counteroffer on that Listing, and neither party may reopen negotiation through the Platform. There is no negotiation loop, no counter-to-the-counter, and no auction of any kind.

6.5 Expiry. A Counteroffer expires 48 hours after submission if not accepted. An expired Counteroffer cannot be accepted and is treated as declined for purposes of Section 6.4.

6.6 Exclusive acceptance. Because Lots are all-or-nothing, all pending Counteroffers on a Listing are mutually exclusive. The moment a Lot is purchased outright or one Counteroffer is accepted, every other pending Counteroffer on that Listing is automatically and irrevocably closed as lost. Buyers acknowledge that a pending Counteroffer may be extinguished at any time by a competing purchase.

◆◆ WRONG (15 Sep 2026) - acceptance no longer extinguishes competing offers; it decrements the Lot. A competing Counteroffer survives while enough stock remains to fill it, and resolves as lost only when available quantity falls below the quantity it asks for. The clause must be rewritten to disclose that outcome accurately, because a Buyer whose offer dies for lack of inventory did not lose a contest - nothing was judged. Note for counsel: the one-shot counteroffer itself is unchanged and survives the 15 September change intact - one Counteroffer per Buyer per Listing, the Seller accepts or declines, and a decline is terminal forever. §§6.3, 6.4 and 6.5 hold verbatim.

6.7 Binding commitment. Submitting a Counteroffer and clicking Buy Now are each binding commitments to purchase the entire Lot at the applicable price, plus the platform fee, if the transaction completes under these Terms. Do not submit either unless you are prepared to pay.

◆◆ WRONG (15 Sep 2026) - two errors in one sentence. (a) "the entire Lot" → the quantity the Buyer committed to. (b) "plus the platform fee" → delete. The Buyer owes the Seller the goods price and nothing else, paid directly to the Seller, off-platform, on the Buyer's own net terms; the Buyer owes the Company nothing on a transaction. The commitment being made runs to the Seller, which materially changes what the Company is asserting about its enforceability. [confirm with counsel: what, if anything, the Company can enforce against a Buyer who walks away, given the Company is owed nothing and holds nothing]

6.8 Payment deadline. On formation of an Order, the Buyer must complete payment within [2 business days]. If payment is not confirmed by webhook within that window, the Company may cancel the Order and release the Lot back to market, and the Seller has no further obligation to that Buyer. Repeated or bad-faith failure to pay is grounds for suspension or termination under Section 13. [Owner decision pending: whether a single failure-to-pay event results in automatic loss of Platform access.]

7. Fees

7.1 Listing fee. A fee of $200 per Listing is charged automatically to the Seller's saved payment method at the moment of Listing submission - before, and regardless of, admin approval. The listing fee is non-refundable, including where a Listing is rejected, withdrawn, or expires unsold. [Confirm non-refundability on rejection with owner.]

◆◆ VOID (15 Sep 2026) - listing is free. The listing fee is $0. The whole clause goes, and with it the non-refundability question (decision register item C1), which is moot rather than pending. Nothing is charged to anyone at Listing submission.

7.2 Platform fee. A platform fee of [5%] of the Lot price is added to the Buyer's total at checkout on every completed Order. [Confirm rate, incidence (buyer-paid vs. deducted from Seller payout vs. split), and whether flat or tiered by order size.]

◆◆ WRONG (15 Sep 2026) - rewrite from scratch; this clause is the centre of the change. There is exactly one transaction fee: 2.8% of the deal's goods value, charged to the SELLER's saved card at the moment a deal is confirmed. It is not added to any Buyer total and is not deducted from anything, because nothing flows through the Company. The charge is held by the Company and then either (a) released once delivery is recorded and 7 days pass uncontested, or (b) refunded to the Seller on documented failure. The clearing of this same charge is the event that unlocks identities and freight.

Drafting notes for counsel: rate and incidence are now settled, not open (register items B7 and B8); the fee base needs a precise definition (goods value at the tier price applied, per order, exclusive of freight and tax); and under splits, a Lot cleared by four Buyers generates four separate 2.8% charges - four deals, four introductions, four fees. Never describe the held fee as escrow; see §8.3.

7.3 All fees are computed server-side. The Company may change its fee schedule prospectively on notice; changes do not affect Orders already formed.

◆◆ MISSING (15 Sep 2026) - §7 has no home for the two new revenue lines and needs one:

Buyer's Desk subscription - $999/month, charged to SELLERS, for access to the demand board and to their own matches. Buyers post wanted orders free. This needs its own terms: billing cycle, auto-renewal, cancellation, what happens to matches already in flight when a subscription lapses, and whether a lapsed subscriber loses sight of a match it has already acted on. [confirm with counsel]
Sponsored listing placements - flat-priced, capped at 5 per category, no auction and no bidding of any kind. The no-auction posture in §6 is what keeps the Platform a venue rather than a price-formation mechanism, and auctioning ad slots between horizontal competitors would undercut it. This needs disclosure terms, a labelling obligation, and an express statement that a sponsored placement is never an endorsement, inspection, or verification by the Company - extend §4.3 to cover it by name. [confirm with counsel]

8. Payment and settlement

8.1 Order payments are processed through Stripe. The Company may, at its discretion, approve payment of an Order by wire transfer to an account the Company designates [confirm whether wire settlement is offered at launch and above what threshold]. Payment state is established exclusively by processor confirmation (webhook) or, for approved wires, by confirmed receipt of funds - never by a redirect, screenshot, or Member statement.

◆◆ VOID (15 Sep 2026) - the entire clause goes. The Buyer pays the Seller directly, off-platform, on the Buyer's own net terms - Net 30, Net 60, Net 90, and Walmart at Net 105. The Company designates no account, receives no goods money, and has no webhook to confirm because there is no payment to it. Register item C2 (wire settlement) is void, not pending. What replaces this clause is an affirmative statement that the Company does not process, hold, route, or verify payment for goods, and that payment terms are whatever the Buyer and Seller agree between themselves - the Buyer's declared terms at signup are disclosed to the Seller as information about the Buyer, not as a Company promise about the Buyer. [confirm with counsel: the Company should expressly disclaim any duty to verify that the Buyer ever paid]

8.2 Seller payouts are remitted by the Company by wire transfer or Stripe transfer after Settlement, in accordance with the Seller Agreement, and may be held in whole or part while a timely dispute is pending under the Refunds and Disputes Policy.

◆◆ VOID (15 Sep 2026) - flag hard. There are no seller payouts. The concept has ceased to exist: the Company never receives the goods price, so it has nothing to remit and nothing to withhold. Every clause anywhere in this set that funds, offsets, holds, or claws back from "the payout" is now unfunded - Seller Agreement §§8 and 9, Refunds and Disputes §§6.4, 7 and 8.2, Buyer Agreement §8.6, and §12.3 of this document ("withhold payout"). The only money the Company controls is its own 2.8% fee, and that is refundable to the Seller, not payable to the Buyer. [confirm with counsel - this is the single largest hole in the set]

8.3 The Company is not a bank, money transmitter, escrow agent, or trustee, and does not pay interest on funds in transit.

◆◆ REINFORCED (15 Sep 2026) - newly correct, not contradicted. This sentence is more true than when it was written, and it should be strengthened and promoted rather than softened. Under the old model the Company took the Buyer's money into its own account and paid it out to the Seller - exactly the fact pattern that makes a money-transmission disclaimer fragile. Under the new model the Company never receives, holds, or disburses the goods price at any point. The only funds it touches are its own fee, charged to its own member's card and refundable to that same member: a merchant collecting its own receivable, nothing more.

Suggested edits for counsel: strike "funds in transit" (there are none) and add an affirmative sentence that the Company neither receives nor transmits funds on behalf of any Member and holds no Member funds at any time. Do not introduce the word "escrow" to describe the held 2.8%. It is a refundable fee; calling it escrow would manufacture the exposure this clause exists to avoid. See legal/ATTORNEY-BRIEF.md, question 2.

9. Seller anonymity until Settlement

9.1 Seller identities are not displayed on public Listings. Platform administrators can see real identities at all times. The Buyer and Seller learn each other's identities only after Settlement, when the Freight Thread opens.

◆◆ TRIGGER CHANGED (15 Sep 2026) - the anonymity obligation in §9.2 is unchanged and should be carried forward verbatim, including the circumvention language. What changes is the unlock event: identities are revealed when the Seller's 2.8% introduction fee charge clears, not on payment for goods, because there is no payment to the Platform. Everything the Platform actually sells sits behind that one event, so it has to be defined with care: what "clears" means, what happens on a card decline, and what happens if the charge later reverses by chargeback after the identities are already known and cannot be un-known. [confirm with counsel]

9.2 Members must not attempt to identify, deanonymize, contact off-platform, or solicit any counterparty before Settlement, and must not use Listing data, imagery, metadata, or any other Platform feature to circumvent anonymity. Circumvention of anonymity or of the Platform's fees (including completing off-platform a transaction initiated on the Platform) is a material breach.

10. Freight

10.1 Freight coordination unlocks only after Settlement. The Platform then opens the Freight Thread so the Buyer and Seller can arrange pickup and shipment directly with each other.

◆◆ TRIGGER CHANGED (15 Sep 2026) - same fix as §9.1: the Freight Thread opens when the fee charge clears, not when funds are verified. §§10.2 and 10.3 (the Buyer arranges and pays freight; risk of loss passes on carrier receipt) still hold and should be carried forward verbatim.

◆◆ MISSING (15 Sep 2026) - §10 does not describe two things the product now does:

Pricing basis. Listings are priced FOB / collect: the Buyer arranges and pays freight, which is what §10.2 already assumes but never names. Delivered / prepaid pricing is quoted per deal after the match, typically 4–7% above collect. That quote is between Buyer and Seller; the Company neither sets it nor guarantees it. Naming the shipping basis expressly matters because the risk-of-loss rule in §10.3 is drafted off it.
Vendor numbers. Most major retailers require a Seller to hold a vendor number before they can issue a purchase order. Obtaining 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 facilitates a checklist between two parties who by then already know each other's identity. It is not a party to the vendor onboarding, does not submit the packet, does not verify the insurance certificate, and makes no representation that a vendor number will be granted, or granted in time. This needs both an express clause and an express disclaimer. [confirm with counsel]

10.2 The Buyer arranges and pays for freight unless the Buyer and Seller agree otherwise in the Freight Thread. The Company does not quote rates, recommend, select, or engage carriers, does not broker freight, and is not a carrier, freight forwarder, or transportation intermediary of any kind.

10.3 Risk of loss passes to the Buyer upon the carrier's receipt of the Lot at the Seller's facility on Buyer-arranged freight. Loss of or damage to goods in transit on Buyer-arranged freight is a matter exclusively between the Buyer and its carrier and is not a valid claim against the Seller or the Company under the Refunds and Disputes Policy.

11. All sales final; disclaimer of warranties

11.1 All sales on the Platform are final. Every Lot is sold "AS IS" and "WHERE IS," with all faults. There is no right of return, exchange, restocking, or refund except as expressly provided by the Refunds and Disputes Policy, which is the sole and exclusive remedy channel for any claim concerning a Lot. Claims not filed within the Dispute Window of [5 business days] after confirmed delivery, and discrepancies within the variance tolerance of [5%], are waived.

◆◆ STRUCTURALLY WRONG (15 Sep 2026). The as-is / where-is / all-faults allocation between Buyer and Seller survives and should be kept. What cannot survive is the sentence making the Refunds and Disputes Policy the "sole and exclusive remedy channel": the Company holds none of the Buyer's money and can deliver no monetary remedy on a goods claim, so a channel that is exclusive is a channel that is empty. In practice, where the Buyer has not yet paid the Seller - and net terms run 30 to 105 days - the Buyer's real remedy is to withhold payment from the Seller, which is between those two parties and outside this document entirely. Counsel must choose between (a) dropping exclusivity and stating that the parties' remedies against each other are whatever law and their own dealing provide, and (b) keeping a procedural record-keeping process with no money attached to it.

Two further fixes in the same clause. The variance tolerance and the Dispute Window must both re-base per allocation, not per Listing - a Listing-level 5% lets a Seller short ten split Buyers by 50 pieces each and still sit "within tolerance" (SPEC.md §13.5). And delivery is now also what starts the 7-day clock on release of the held 2.8%, so the dispute clock and the fee-release clock have to be reconciled deliberately rather than by accident. [confirm with counsel]

11.2 Sellers select Condition Grades and warrant the accuracy of their own Listings to Buyers under the Seller Agreement. The Company makes no representation or warranty of any kind about any goods.

11.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL GOODS LISTED OR SOLD ON IT ARE PROVIDED WITHOUT ANY WARRANTY BY THE COMPANY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT ANY GOODS ARE OF ANY PARTICULAR QUALITY, CONDITION, OR GRADE, THAT THEY ARE AUTHENTIC, MERCHANTABLE, SAFE, OR FIT FOR ANY PURPOSE, THAT ANY LISTING IS ACCURATE, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12. Intellectual property; counterfeit goods; notice and takedown

12.1 Sellers represent and warrant, in the Seller Agreement and to every Buyer, that they have full right and authority to sell each Lot, that the goods are authentic and lawfully acquired, and that the sale infringes no third party's intellectual-property or other rights.

12.2 Counterfeit claim window. Notwithstanding the standard Dispute Window, a Buyer may bring a claim that goods received are counterfeit within [90 days] of confirmed delivery, under the procedure in the Refunds and Disputes Policy.

12.3 Notice and takedown. A rights owner (or its authorized agent) who believes a Listing infringes its rights may send written notice to [NOTICE EMAIL] or [NOTICE ADDRESS] identifying: the right claimed, the Listing(s) at issue, a statement of good-faith belief that the use is unauthorized, a statement under penalty of perjury that the notice is accurate and the sender is authorized, and the sender's contact information and signature. On receipt of a compliant notice the Company may remove or suspend the Listing, suspend the Seller, withhold payout, and notify the Seller, who may respond with evidence of authorization. The Company's decision on relisting is final. The Company may also remove any Listing and report to authorities where it suspects counterfeit or stolen goods, without prior notice.

12.4 The Platform's software, design, brand, and content are the Company's property or its licensors'. Members receive a limited, revocable, non-transferable license to use the Platform for its intended business purpose, and no other rights.

13. Suspension and termination

13.1 The Company may suspend or terminate any account, remove any Listing, cancel any unformed transaction, and withhold approval, at any time, for cause - including credential inaccuracy, failure to pay, anonymity or fee circumvention, dispute abuse, infringement claims, chargebacks, or conduct that threatens the integrity of the marketplace - or where required by law.

13.2 Termination does not extinguish obligations already accrued, including payment obligations on formed Orders, fees owed, indemnities, and the dispute rights and obligations attached to completed Orders. Sections 4, 7–12, and 14–17 survive termination.

14. Indemnification

Each Member will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from and against all claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to: (a) the Member's Listings, goods, offers, purchases, or sales; (b) breach of any Platform Agreement or of any representation or warranty in it; (c) the Member's violation of law or of third-party rights, including intellectual-property rights; and (d) freight, pickup, transport, storage, or resale of any Lot. Seller-specific indemnities, including for counterfeit and infringement claims, are set out in the Seller Agreement and are in addition to this Section.

15. Limitation of liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY LOT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S AGGREGATE LIABILITY TO A MEMBER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM AGREEMENTS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES AND LISTING FEES PAID BY THAT MEMBER TO THE COMPANY IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $[1,000].

◆◆ FEE BASE CHANGED (15 Sep 2026). The cap is keyed to fees paid, and the fee schedule it was keyed to no longer exists. "Listing fees" is now always $0, so that limb contributes nothing to anyone. The live fee base is the 2.8% introduction fee plus, for Sellers, the $999/month subscription and any sponsored placements. Two consequences counsel should weigh: (a) a Buyer now pays the Company nothing at all on transactions, so limb (A) is $0 for every Buyer and the cap collapses to the $[1,000] floor - that may well be the right answer, but it should be a chosen answer rather than an accident of the arithmetic; (b) the cap is now materially asymmetric between Sellers and Buyers in a way it was not before. Re-check §15.3 at the same time ("the allocations of risk … are reflected in the Platform's fees") - it is an essential-basis-of-the-bargain recital pointing at a fee schedule that has been replaced. [confirm with counsel]

15.3 The Platform Agreements are between sophisticated businesses; the allocations of risk in this Section 15 and in Sections 4, 10, and 11 are reflected in the Platform's fees and are an essential basis of the bargain.

16. Governing law; venue; disputes with the Company

16.1 The Platform Agreements are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Any dispute between a Member and the Company that cannot be resolved informally will be brought exclusively in the state or federal courts located in [COUNTY, STATE], and each party consents to personal jurisdiction and venue there. [Owner/counsel decision: whether to replace court venue with binding arbitration (e.g., AAA Commercial Rules, seat [CITY, STATE]) and whether to add a mutual jury-trial waiver.]

16.3 Disputes between Buyers and Sellers concerning Lots are governed first by the Refunds and Disputes Policy, whose determinations are final as between the parties to the extent permitted by law.

16.4 Any claim by a Member against the Company must be commenced within [one (1) year] after the claim accrues, or it is permanently barred.

17. General

17.1 Notices. Legal notices to the Company must be sent to [ENTITY NAME], [NOTICE ADDRESS], with a copy to [NOTICE EMAIL]. Notices to Members may be given to the email address on the account and are effective when sent.

17.2 Changes to these Terms. The Company may amend the Platform Agreements prospectively by posting the amended version and notifying Members. Continued use of the Platform after the stated effective date is acceptance. Amendments do not apply retroactively to Orders already formed.

17.3 Assignment. Members may not assign the Platform Agreements without the Company's written consent. The Company may assign them in connection with a merger, acquisition, or sale of assets.

17.4 Independent parties. Nothing in the Platform Agreements creates a partnership, joint venture, agency, fiduciary, or employment relationship.

17.5 Force majeure. The Company is not liable for delay or failure caused by events beyond its reasonable control.

17.6 Severability; waiver. If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will stand. A failure to enforce is not a waiver.

17.7 Entire agreement. The Platform Agreements are the entire agreement between the Member and the Company regarding the Platform and supersede all prior discussions.

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