GRID Seller Agreement

Effective date: October 20, 2026. Version 1.0.

1. Parties, Appointment and Definitions

1.1 Parties. This Seller Agreement is a binding contract between GRID Robotics LLC, a California limited liability company ("GRID"), and the person or company that signs it as seller (the "Seller").

1.2 Structure. This Seller Agreement consists of these main terms and one Consignment Schedule for each robot (each, a "Schedule"). A Schedule takes effect when both GRID and the Seller sign it. If a Schedule conflicts with these main terms, the Schedule controls for that robot only.

1.3 Appointment. The Seller appoints GRID as its exclusive agent to sell each robot listed in a signed Schedule (each, a "Robot") at a GRID auction without reserve. GRID accepts the appointment on the terms of this Seller Agreement.

1.4 Exclusivity. From the date a Schedule is signed until the Robot is sold or returned, the Seller must not offer, sell, lease, pledge or transfer the Robot in any other way.

1.5 Buyer terms. GRID sells every Robot under the GRID Terms of Sale published at grid.auction. The Seller has read the Terms of Sale and agrees that GRID may sell the Robot on those terms.

1.6 Definitions. The following words have these meanings in this Seller Agreement.

• "Auction" means a scheduled online sale event on grid.auction.
• "Listing" means the public lot page for a Robot on grid.auction.
• "Winning Bid" means the highest bid on the Robot when its lot closes.
• "Buyer" means the bidder who places the Winning Bid.
• "Binding Sale" means the contract between the Seller and the Buyer that forms when the Robot's lot closes.
• "Seller Proceeds" means the Winning Bid less any amounts the Seller owes under this Seller Agreement.
• "Condition Report" means the written report, photographs and videos GRID prepares for a Robot.
• "Business Day" means Monday through Friday, excluding U.S. federal holidays. A deadline that falls on a Business Day ends at 5:00 p.m. Pacific Time on that day.

1.7 GRID's services. For each Robot GRID will do all of the following: (a) receive and store the Robot; (b) inspect and photograph the Robot and write its Condition Report; (c) publish the Listing and market the Auction; (d) run the Auction; (e) invoice and collect payment from the Buyer; (f) ship the Robot to the Buyer through GRID Delivery; and (g) pay the Seller Proceeds to the Seller.

1.8 No guaranteed price. GRID does not guarantee any sale price. Any estimate, buyer interest or expected outcome GRID shares before the Auction is an opinion and not a promise. The final price is the Winning Bid.

1.9 Required disclosures. GRID's business name, address and phone number appear in Section 7. GRID will file an auctioneer bond with the California Secretary of State before it signs any Schedule. Each Schedule states the bond number.

2. Seller's Promises

2.1 Promises. The Seller promises all of the following to GRID and to every Buyer. Each promise is true on the date the Schedule is signed and stays true until the Buyer receives the Robot.

1. Ownership. The Seller owns the Robot and has the right to sell it.
2. Authority. The person signing has authority to bind the Seller. If the Seller is a company, its required internal approvals are complete.
3. No liens. The Robot is free of any lien, loan, lease, security interest or third-party claim, except those disclosed in the Schedule. The Robot is not subject to any contract that restricts its resale, including a grant, sponsor or lab equipment agreement.
4. Lawfully obtained. The Robot was not stolen, counterfeited or obtained by fraud. The Robot was lawfully imported into the United States, and all customs duties on it have been paid.
5. Accurate disclosure. All information the Seller gives GRID about the Robot is true and complete. This includes purchase date, hours of use, repairs, modifications, damage and known defects. The Seller has disclosed every known defect and every known safety issue.
6. No hidden modifications. The Robot has not been modified or tampered with in any way the Seller has not disclosed.
7. Accounts removed. Before the Robot is delivered to GRID, the Seller will unbind the Robot from every manufacturer app, cloud account and developer account it controls. The Seller will give GRID any information needed to complete that transfer.
8. Data removed. Before the Robot is delivered to GRID, the Seller will delete all personal, proprietary and confidential data stored on the Robot and its accessories, including maps, images, recordings and logs. GRID may perform a factory reset during inspection.
9. Sanctions. The Seller and its owners are not named on any U.S. sanctions or restricted party list. The Robot is not owned by, or supplied by, any person on those lists.
10. Batteries. The Seller has disclosed any battery that is swollen, damaged, recalled or has failed. The Seller will not ship a damaged battery to GRID without GRID's written approval.
11. No infringement. The sale of the Robot does not infringe any patent, trademark, copyright or other third-party right.

2.2 Liens. If a lien is disclosed, the Seller authorizes GRID to pay the lienholder directly from the Winning Bid and to transfer the remainder to the Seller. If the Winning Bid is less than the lien payoff, the Seller must pay GRID the difference within 10 Business Days after GRID's invoice. GRID may decline a Robot if a lienholder will not release its lien.

2.3 Changes. The Seller must tell GRID in writing immediately if any promise in Section 2.1 stops being true.

2.4 No seller bidding. The Seller must not bid on its own Robot. The Seller must not ask, allow or pay any other person to bid for the Seller's benefit. A breach of this section is a Seller default under Section 5.6.

3. Delivery to GRID, Inspection and Storage

3.1 Delivery to GRID. The Seller must deliver the Robot to the GRID receiving address stated in the Schedule by the delivery date stated in the Schedule. The Seller pays all costs of delivery to GRID, including packing, freight and transit insurance. The Seller bears all risk of loss during delivery to GRID. The Seller must ship lithium batteries in compliance with carrier rules and hazardous materials law.

3.2 What to include. The Seller must deliver the Robot with every accessory listed in the Schedule. Accessories include batteries, chargers, remote controllers, cables, stands, tools, manuals and the original packaging if the Seller still has it.

3.3 Intake. Within 2 Business Days after the Robot arrives, GRID will confirm receipt to the Seller in writing and list any visible damage to the shipping crate or the Robot.

3.4 Inspection and Condition Report. GRID inspects, tests and photographs the Robot and writes its Condition Report. GRID may power on the Robot, operate its functions and record video of it. GRID sends the Condition Report to the Seller before publishing the Listing. The Seller has 2 Business Days to point out any factual error. GRID decides the final content of the Condition Report. GRID will publish the Condition Report truthfully.

3.5 Inspection limits. GRID's inspection is not a repair or maintenance service. GRID does not disassemble the Robot. GRID does not repair the Robot unless the Seller asks for a repair in writing and agrees to pay for it.

3.6 Storage. GRID stores the Robot at no charge from intake until the Robot ships to the Buyer or is returned to the Seller. GRID stores the Robot indoors and in a secure location.

3.7 Risk of loss and insurance. The Seller keeps the risk of loss or damage to the Robot from intake until the Binding Sale forms. The Seller is responsible for insuring the Robot during that period. GRID does not insure the Robot. GRID is liable for loss or damage while it holds the Robot only if GRID causes the loss through gross negligence or willful misconduct.

3.8 Ownership of GRID's work. GRID owns the Condition Report, photographs, videos and Listing content it creates. GRID may use them to market the Auction, to publish sale results and to build GRID's price records, during and after the sale.

3.9 Viewings. GRID may show the Robot to prospective buyers in person at GRID's viewing location in Los Angeles. GRID sets the viewing rules and times for each Robot. GRID supervises every viewing. Prospective buyers may not operate the Robot without GRID's permission.

4. Auction, Withdrawal and Fees

4.1 No reserve. The Seller agrees that the Robot is sold without reserve. The Robot sells to the highest bidder when its lot closes, whatever the price. The Seller cannot set a minimum price.

4.2 Auction date. GRID will offer the Robot in an Auction on or about the approximate date stated in the Schedule. GRID may move the Auction date by up to 30 days by notice to the Seller. If GRID does not open bidding on the Robot within 60 days after intake, the Seller may withdraw the Robot without any fee, and GRID pays the return freight.

4.3 GRID's sale decisions. GRID decides the Auction in which the Robot appears, its lot order, its starting bid, its bid increments and the content of its Listing.

4.4 Seller privacy. The Listing shows the Seller's GRID username only. GRID does not show the Seller's name, company or address to bidders. GRID gives the Buyer the Seller's name only on the bill of sale, and only if the law requires it.

4.5 Withdrawal. The Seller may withdraw a Robot only as follows.

4.6 GRID's right to decline. GRID may decline or remove a Robot before bidding opens if GRID reasonably believes that a promise in Section 2.1 is untrue, that the Robot is unsafe to store or ship, that its sale would break the law, or that the Seller or the Robot does not meet Section 8. If GRID removes a Robot for one of these reasons, no withdrawal fee applies and the Seller pays return freight.

4.7 Fees and expenses. The following table states who pays each cost.

4.8 Taxes. Each party pays its own income taxes. GRID collects sales tax from the Buyer where the law requires it. The Seller must complete an IRS Form W-9 or W-8 through Stripe's seller onboarding before GRID pays any Seller Proceeds. GRID may report payments to tax authorities as the law requires.

5. Settlement, Payout, Defaults and Returns

5.1 Collection. GRID invoices the Buyer and collects the full purchase price in GRID's own name through its payment processor, Stripe. The Seller authorizes GRID to collect, hold and pay out the purchase price under this Seller Agreement.

5.2 Client funds. GRID holds all money collected for the Seller separate from GRID's own operating funds, in a segregated holding account or balance maintained through GRID's payment processor or bank. GRID uses that money only to pay the Seller, to refund the Buyer, or to pay amounts the Seller owes under this Seller Agreement. GRID does not use it for its own operations.

5.3 Payout. GRID transfers the Seller Proceeds to the Seller's Stripe account within 5 Business Days after the Buyer's Acceptance of the Robot under Section 4.7 of the Terms of Sale. In every case GRID transfers the Seller Proceeds within 30 Business Days after the Auction closes, unless a pending condition claim, a legal proceeding or a title problem prevents it. Stripe then pays the money out to the Seller's bank account on the schedule shown in the Seller's Stripe dashboard. Before GRID can pay, the Seller must complete Stripe's seller onboarding and accept the Stripe Connected Account Agreement. GRID sends the Seller a settlement statement with each transfer. The statement shows the Winning Bid, every deduction and the amount transferred.

5.4 No payout before the Buyer pays. GRID owes the Seller nothing for a Robot until the Buyer pays in full. GRID is not responsible for a Buyer's failure to pay.

5.5 Buyer default. If the Buyer does not pay on time, GRID cancels the Binding Sale and tells the Seller within 1 Business Day. The Seller then chooses one of these options in writing within 5 Business Days: (a) GRID offers the Robot to the next-highest bidder at that bidder's highest bid; (b) GRID offers the Robot in the next Auction on these same terms at no cost to the Seller; or (c) the Seller withdraws the Robot without a withdrawal fee and pays return freight. If the Seller does not choose within 5 Business Days, option (b) applies. GRID keeps any default fee it collects from the Buyer to cover its costs.

5.6 Seller default. The Seller is in default if any of the following happens: (a) the Seller withdraws the Robot after bidding opens; (b) the Seller fails to deliver the Robot to GRID as the Schedule requires; (c) a promise in Section 2.1 is untrue; or (d) the Seller breaks Section 2.4. If the Seller defaults, GRID may cancel the Listing or the Binding Sale and refund the Buyer. The Seller must then pay GRID: (i) a seller default fee equal to 10% of the Winning Bid or $500, whichever is greater, or $500 if there is no Winning Bid; (ii) every amount GRID refunds or pays to the Buyer because of the default, including GRID Delivery and return freight; and (iii) any Seller Proceeds already paid, within 10 Business Days after GRID's invoice. GRID may also recover these amounts by reversing the Stripe transfer or debiting the Seller's Stripe account. GRID returns the Robot to the Seller after these amounts are paid.

5.7 Condition claims. A Buyer may make a condition claim under Section 4.7 of the Terms of Sale. If GRID confirms the claim and the cause is a breach of Section 2.1 by the Seller, Section 5.6 applies to the claim. The Seller then bears the cost of any partial refund or cancellation. If GRID confirms the claim and the cause is an error by GRID in the Condition Report, GRID bears the full cost. In that case the Seller keeps the Seller Proceeds. If the sale is canceled in that case, the Robot becomes GRID's property.

5.8 After the Binding Sale. Loss or damage to the Robot after the Binding Sale forms does not reduce the Seller Proceeds. That includes damage in transit to the Buyer.

5.9 Returns. When a Robot is to be returned to the Seller, GRID gives written notice and a freight quote. The Seller must pay the return freight and accept the return within 10 Business Days after GRID's notice. After that period GRID may charge storage of $25 per day. If the Seller does not accept the return within 30 days after a second written notice, GRID may treat the Robot as abandoned and dispose of it as allowed by law.

5.10 Set-off. GRID may deduct from any Seller Proceeds any amount the Seller owes GRID under this Seller Agreement.

6. Liability, Disputes and General Terms

6.1 Seller indemnity. The Seller will defend, indemnify and hold harmless GRID and its owners, employees and contractors from any claim, loss or cost, including reasonable attorneys' fees, that arises from: (a) a breach of this Seller Agreement by the Seller; (b) any lien or ownership claim against the Robot; (c) any data left on the Robot; or (d) any hazard in the Robot that the Seller knew of and did not disclose.

6.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR BUSINESS; AND (b) GRID'S TOTAL LIABILITY FOR ANY CLAIM RELATING TO A ROBOT IS LIMITED TO THE WINNING BID FOR THAT ROBOT, OR TO THE DECLARED VALUE IN ITS SCHEDULE IF THE ROBOT HAS NOT SOLD. THESE LIMITS DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, THE SELLER'S INDEMNITY IN SECTION 6.1 OR ANY LIABILITY THAT THE LAW DOES NOT ALLOW TO BE LIMITED.

6.3 Term and termination. This Seller Agreement starts when the Seller signs it. It continues until every Robot under every Schedule has been sold and paid out or returned. Either party may end this Seller Agreement for future Schedules by written notice. Ending it does not affect any Schedule already signed.

6.4 Disputes. Before starting any claim, the party with the claim must email the other party with a description of the claim and the outcome it wants. Both parties will try in good faith to resolve the claim within 30 days. Any dispute that remains will be resolved by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator, in Los Angeles County, California. Either party may instead bring a claim in small claims court if it qualifies. Either party may ask a court for an order requiring the other to deliver, release or return a Robot.

6.5 Governing law. California law governs this Seller Agreement, without regard to conflict of law rules. The Federal Arbitration Act governs Section 6.4.

6.6 Changes in writing. Any change to this Seller Agreement or to a Schedule must be in writing and signed by both parties. An email exchange in which both parties clearly agree to the same change counts as a signed writing.

6.7 Electronic signatures. The parties may sign this Seller Agreement and any Schedule electronically. An electronic signature has the same effect as a handwritten signature.

6.8 Notices. GRID sends notices to the email address in the Seller's GRID account. The Seller sends notices to g@gridauction.co. A notice is received on the Business Day it is sent if it is sent before 5:00 p.m. Pacific Time, and otherwise on the next Business Day.

6.9 General terms. This Seller Agreement, its Schedules and the GRID Terms of Sale are the entire agreement between the parties about the sale of each Robot. The Seller may not assign this Seller Agreement without GRID's written consent. If any part is found unenforceable, the rest remains in effect. A party's failure to enforce a right is not a waiver of that right. This Seller Agreement does not create a partnership or joint venture. GRID keeps records of every consignment and sale for at least 2 years.

7. Consignment Schedule

One Schedule is completed and signed for each Robot. These are its fields.

8. Seller Eligibility and Prohibited Items

This section is also published on the Site as the Seller Eligibility and Prohibited Items page. The two must always match.

8.1 Who may sell. A Seller must meet all of these conditions:

1. The Seller is at least 18 years old, or is a company acting through an authorized person.
2. The Seller owns the Robot, or has the owner's written authority to sell it and gives GRID a copy.
3. The Seller holds a GRID account in good standing and has completed Stripe's seller onboarding, including identity verification, a U.S. bank account in the Seller's legal name and an IRS Form W-9 or W-8.
4. The Seller and its owners are not named on any U.S. sanctions or restricted party list.
5. The Robot is located in the United States and can be shipped to GRID.

8.2 What GRID auctions. GRID auctions humanoid robots only. A humanoid robot is a robot built with a human-like body: a torso, a head and two arms, on two legs or on a wheeled base. GRID accepts humanoid robots that do not work, if the Seller discloses that they do not work. GRID does not auction quadrupeds, robot arms, other mobile robots, or parts, batteries or accessories sold on their own. GRID may offer to sell those items through a separate service under a separate agreement.

8.3 Prohibited items. GRID does not accept a Robot if any of the following is true:

1. The Robot is stolen, counterfeit or obtained by fraud.
2. The Robot is subject to a lien, loan or lease that will not be paid off from the Winning Bid with the lienholder's written consent.
3. The Robot is subject to a contract that restricts its resale, such as a grant, sponsor, rental fleet or lab equipment agreement.
4. The Robot is a pre-release prototype or is covered by a confidentiality agreement with its manufacturer.
5. The Robot carries a weapon or a weapon mount, or has been modified to harm people or property.
6. An emergency stop or other safety system on the Robot has been removed or disabled.
7. A battery is swollen, damaged, leaking or recalled, unless GRID approves its shipment in writing first.
8. The Robot is locked to an account or a software license that the Seller cannot release.
9. The Robot was imported unlawfully or its customs duties are unpaid.
10. The Robot is owned by, supplied by or connected to a person or country subject to U.S. sanctions.
11. The sale, possession or shipment of the Robot is unlawful in California or in the Buyer's state.

8.4 Discovery after intake. If GRID learns after intake that Section 8.1 or Section 8.3 is not met, GRID may remove the Robot under Section 4.6. If the Seller knew or should have known, the removal is also a Seller default under Section 5.6.