GRID Terms of Sale

Effective date: October 20, 2026. Version 1.0.

1. Agreement and Definitions

1.1 Parties. These Terms of Sale are a binding agreement between you and GRID Robotics LLC, a California limited liability company ("GRID," "we" or "us"). GRID operates the humanoid robot auction at grid.auction (the "Site").

1.2 Acceptance. These Terms of Sale apply every time you register to bid, place a bid or buy a robot through GRID. You accept these Terms of Sale when you check the acceptance box during registration. Each bid you place confirms your acceptance again.

1.3 Related documents. The following documents form part of these Terms of Sale: (a) the GRID Website Terms of Use; (b) the GRID Privacy Policy; and (c) any lot-specific terms shown on a lot page. If a lot page conflicts with these Terms of Sale, the lot page controls for that lot only. If any other document conflicts with these Terms of Sale, these Terms of Sale control.

1.4 GRID's role. GRID sells each robot as the agent of its owner (the "Seller"). GRID does not own the robots it sells unless a lot page states that GRID is the owner. GRID does not act as your agent, broker or advisor.

1.5 Definitions. The following words have these meanings in these Terms of Sale.

• "Auction" means a scheduled online sale event on the Site that contains one or more Lots.
• "Lot" means one Robot and the accessories listed on its lot page. Each Lot is a separate sale.
• "Robot" means the humanoid robot offered in a Lot, including its hardware, batteries and listed accessories.
• "Bid" means an offer to buy a Lot at a stated amount. A maximum bid placed through automatic bidding is a Bid.
• "Winning Bid" means the highest Bid on a Lot when the Lot closes.
• "Buyer" means the bidder who places the Winning Bid.
• "Binding Sale" means the contract to buy a Lot that forms when the Lot closes and GRID declares a Buyer.
• "Buyer's Premium" means the fee GRID charges the Buyer, equal to 10% of the Winning Bid.
• "GRID Delivery" means GRID's mandatory crated and insured delivery service described in Section 6.
• "Purchase Total" means the Winning Bid plus the Buyer's Premium, the GRID Delivery price and all applicable taxes.
• "Condition Report" means the written report, photographs and videos GRID publishes on a lot page.
• "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.
• "Acceptance" has the meaning stated in Section 4.7.

1.6 Changes to these terms. GRID may update these Terms of Sale. An update takes effect on the date stated in the update. An update applies only to Auctions that open for bidding on or after that date. An update never changes the terms of a Lot that is already open for bidding or already sold.

2. Accounts, Eligibility and Saved Cards

2.1 Eligibility. To bid you must meet all of the following conditions: (a) you are at least 18 years old; (b) you have the legal capacity to enter a binding contract; (c) you have a delivery address in the 48 contiguous United States; and (d) you are not restricted under Section 7.

2.2 Account. You must hold a GRID account in good standing to bid. The GRID Website Terms of Use govern accounts, verification, security and suspension. You are responsible for every Bid placed through your account.

2.3 Saved card. To bid you must save a valid credit or debit card to your account. GRID does not charge the card when you save it or when you bid. You authorize GRID to charge the saved card, without asking you again, for the Default Fee and any other amount you owe under these Terms of Sale. You do not pay the Purchase Total with this card.

2.4 Bidding limits and deposits. Every account starts with the standard bidding limit stated in Section 9.3. GRID may raise or lower the limit for any account. GRID may require a refundable deposit or proof of funds before you bid above a stated amount. GRID will tell you the requirement before you bid. If you do not win any Lot, GRID refunds your deposit within 2 Business Days after the Auction closes. If you win a Lot, GRID refunds any part of your deposit that exceeds the amounts you owe within 30 Business Days after the Auction closes.

3. Auction Rules

3.1 No reserve. Every Lot is offered without reserve. Each Lot sells to the highest bidder when bidding closes, whatever the price. There is no minimum price. GRID will not withdraw a Lot after bidding opens, except as allowed in Section 3.10.

3.2 No seller bidding. A Seller may not bid on its own Lot. No person may bid for a Seller or for a Seller's benefit. If you know of a Bid that breaks this rule, report it to g@gridauction.co.

3.3 Bids are binding. Every Bid is an unconditional and irrevocable offer to buy the Lot for the Bid amount plus the Buyer's Premium, the GRID Delivery price and applicable taxes. You cannot retract, reduce or cancel a Bid after you place it. Your Bid is not conditional on financing, inspection or any other event.

3.4 Starting bids and increments. GRID sets the starting bid and the bid increment for each Lot. The increment rises as the current bid rises. Each lot page shows the minimum amount of the next Bid. Section 9.4 lists the increments. GRID rejects any Bid below the minimum amount.

3.5 Automatic bidding. You may enter a maximum bid. The bidding system then bids for you one increment at a time, only as needed to keep you in the lead, up to your maximum bid. Other bidders cannot see your maximum bid. If two bidders enter the same maximum bid, the Bid placed first wins.

3.6 Soft close. Each Lot has a scheduled closing time. If a Bid is placed in the last 2 minutes before a Lot closes, the closing time of that Lot moves to 2 minutes after that Bid. This repeats until 2 minutes pass with no new Bid.

3.7 Binding Sale. When a Lot closes, the bidder with the Winning Bid becomes the Buyer and a Binding Sale forms. GRID confirms the result by email and in your account. A delayed or missing confirmation does not affect the Binding Sale.

3.8 Official record. GRID's bidding system records the time and amount of every Bid. That record is the official record of the Auction.

3.9 Bid disputes. GRID resolves any dispute about a Bid in good faith using the official record. GRID may reopen bidding on the Lot from the last undisputed Bid.

3.10 When GRID may cancel. GRID may withdraw a Lot, pause an Auction, reopen bidding or cancel a Binding Sale before delivery only for one of these reasons: (a) a technical failure, outage or cyberattack materially affected bidding; (b) GRID finds a lien, ownership claim or other title problem it cannot clear; (c) the Robot is lost, stolen or materially damaged before it ships; (d) GRID reasonably suspects fraud, bid manipulation or a breach of Section 3.2; (e) a court, government authority or law requires it; or (f) the Buyer fails a check under Section 7. If GRID cancels a Binding Sale for a reason in (a) through (e), your only remedy is a full refund of every amount you paid GRID for that Lot. GRID issues that refund within 5 Business Days after the cancellation.

3.11 Prohibited conduct. You must not: (a) collude with other bidders; (b) bid from more than one account; (c) place a Bid you do not intend to pay; (d) use bots, scripts or automated tools other than GRID's automatic bidding; or (e) interfere with the Site or the bidding system. GRID may void Bids placed in breach of this section.

3.12 No buying around GRID. You must not contact a Seller to buy a Robot listed on GRID outside of GRID. This rule applies while the Lot is listed and for 90 days after its Auction closes. If you break this rule, you must pay GRID a fee equal to 10% of the price you paid the Seller.

4. Condition, Inspection and Disclaimers

4.1 What GRID does. Before each Auction GRID inspects each Robot, photographs it and publishes a Condition Report. The Condition Report describes what GRID observed on the inspection date stated in the report. GRID writes Condition Reports truthfully. GRID does not knowingly misstate the age, authenticity, condition or origin of any Robot.

4.2 What a Condition Report is not. A Condition Report is not a warranty, guarantee or certification. GRID's inspection is limited to an external visual review, a power-on check and the functional checks listed in the report. It does not include disassembly or long-duration testing. A Robot may have hidden defects that an inspection does not reveal.

4.3 Seller information. Some information on a lot page comes from the Seller, such as purchase date, hours of use, repair history and known defects. The lot page labels Seller-provided information. GRID does not verify Seller-provided information unless the lot page says it does.

4.4 Your own diligence. You are responsible for reviewing the lot page, the Condition Report, the photographs and the videos before you bid. You may send questions to g@gridauction.co before the Lot closes. You may view a Robot in person by appointment if its lot page offers viewing.

4.5 AS-IS SALE. EXCEPT FOR THE CONDITION CLAIM IN SECTION 4.7 AND THE OWNERSHIP REMEDY IN SECTION 6.6, EVERY ROBOT IS SOLD "AS IS, WHERE IS" AND "WITH ALL FAULTS." NEITHER GRID NOR THE SELLER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER GRID NOR THE SELLER WARRANTS THAT A ROBOT: (a) WILL OPERATE FOR ANY PERIOD OF TIME; (b) IS SAFE FOR ANY USE; (c) MEETS ANY LAW, STANDARD OR CERTIFICATION; (d) WILL RECEIVE FIRMWARE OR SOFTWARE UPDATES; (e) IS COVERED BY ANY MANUFACTURER WARRANTY; OR (f) CAN BE LAWFULLY EXPORTED, IMPORTED OR CONNECTED TO A NETWORK.

4.6 Software, accounts and licenses. A Robot may depend on software, firmware, apps, cloud services, developer kits or licenses from the manufacturer or another third party ("Third-Party Software"). Unless the lot page states otherwise: (a) you buy the Robot hardware and listed accessories only; (b) GRID does not guarantee that any Third-Party Software, manufacturer account, developer access, subscription or warranty will transfer to you; and (c) you are responsible for setting up your own accounts and licenses with the manufacturer. GRID requires each Seller to remove its accounts and personal data from the Robot. GRID does not guarantee that all prior data has been removed.

4.7 Condition claim. You may make a condition claim if the Robot you receive is materially different from its Condition Report. "Materially different" means one of the following: (a) a component or accessory listed in the Condition Report is missing; (b) the Robot does not power on, and the Condition Report states that it powers on; or (c) the Robot has damage or a defect that the Condition Report does not disclose and that existed before shipment. Damage caused in transit is handled under Section 6.5 instead. To make a condition claim you must do all of the following: (i) email g@gridauction.co within 2 Business Days after delivery; (ii) include photographs or video that show the difference; and (iii) stop using the Robot after the power-on check and not modify, repair or disassemble it. If GRID confirms the claim, GRID will offer you a partial refund. If you decline the partial refund, GRID will cancel the sale, collect the Robot at GRID's cost and refund every amount you paid GRID for that Lot. GRID issues that refund within 5 Business Days after GRID receives the Robot. This Section 4.7 is your only remedy for a Robot that differs from its Condition Report. You accept the Robot when you confirm acceptance in your account or when 2 Business Days pass after delivery without a condition claim, whichever happens first ("Acceptance"). If GRID rejects a condition claim, Acceptance occurs when GRID notifies you of the rejection. A transit damage report under Section 6.5 does not delay Acceptance.

4.8 Safety. Humanoid robots are heavy machines with powered joints and lithium batteries. They can cause serious injury and property damage. You are responsible for unpacking, operating, testing, charging, storing and modifying the Robot safely. You must follow the manufacturer's instructions and applicable law. You are responsible for any harm the Robot causes after delivery.

5. Fees, Payment and Default

5.1 Buyer's Premium. You pay GRID a Buyer's Premium equal to 10% of the Winning Bid on each Lot you win. There is no minimum and no maximum. For example, a Winning Bid of $30,000 carries a Buyer's Premium of $3,000.

5.2 GRID Delivery price. You pay the GRID Delivery price shown on the lot page. The price is fixed for that Lot once bidding opens.

5.3 Taxes. You pay all sales, use and similar taxes that apply to your purchase, the Buyer's Premium and GRID Delivery. GRID collects tax where the law requires GRID to collect it. California sales tax applies to the Winning Bid and the Buyer's Premium for Lots delivered in California. If you claim a tax exemption, you must give GRID a valid exemption certificate before GRID issues your invoice.

5.4 Invoice. GRID emails you an invoice for the Purchase Total within 1 Business Day after the Auction closes. The invoice also appears in your account.

5.5 Payment deadline. You must pay the Purchase Total in full, in cleared funds, within 7 Business Days after the Auction closes. "Cleared funds" means a bank transfer or wire that GRID's payment processor has received and settled. For example, if an Auction closes on a Monday and there are no holidays, payment is due by 5:00 p.m. Pacific Time on the Wednesday of the following week.

5.6 Payment methods. You pay the Purchase Total by bank transfer (ACH or wire) to the account details shown on your GRID invoice. Those details are unique to you. GRID does not accept cards, cash or cryptocurrency for the Purchase Total. Payment must come from you or from the company named on your account. GRID may refuse a payment from any other source.

5.7 Payment fraud warning. GRID never changes its payment instructions by email, text or phone. Pay only to the account details shown on the invoice in your GRID account. You are responsible for any payment you send to the wrong recipient.

5.8 Default. If you do not pay the Purchase Total by the deadline in Section 5.5, you are in default. GRID may then take any or all of the following actions: (a) cancel the Binding Sale; (b) charge you a default fee equal to 10% of the Winning Bid or $500, whichever is greater (the "Default Fee"); (c) charge your saved card and apply any deposit toward the Default Fee and any other amount you owe; (d) offer the Lot to the next-highest bidder or sell it in a later Auction; (e) suspend or close your account; and (f) collect any unpaid amount, plus reasonable collection costs and attorneys' fees. You owe the Default Fee whether or not GRID resells the Lot. The Default Fee is a reasonable estimate of the losses GRID and the Seller suffer from a failed sale, which are difficult to measure.

5.9 Order of payments. GRID applies each payment first to unpaid fees and then to the Winning Bid.

5.10 Set-off. GRID may apply any money it holds for you, including deposits, toward any amount you owe GRID.

6. Ownership, Risk of Loss and GRID Delivery

6.1 Ownership. Ownership of the Robot passes to you when GRID receives the Purchase Total in full in cleared funds. GRID then sends you a bill of sale.

6.2 Risk of loss. Risk of loss passes to you when the Binding Sale forms. From that moment GRID holds the Robot on your behalf until GRID hands it to the carrier. GRID is responsible for loss of or damage to the Robot while GRID holds it only if GRID causes the loss through gross negligence or willful misconduct. You should insure the Robot from the moment the Binding Sale forms.

6.3 GRID Delivery is mandatory. Every Lot ships by GRID Delivery. GRID does not offer pickup, buyer-arranged freight or delivery outside the 48 contiguous United States. GRID Delivery includes a crate, packing, freight to your address, lithium battery handling and transit insurance for the full amount of the Winning Bid. For Lots delivered outside California, this contract requires GRID to ship the Robot out of California by GRID's carrier.

6.4 Delivery timing. GRID schedules shipment after you pay the Purchase Total in full. GRID gives you a ship date and an estimated delivery window. Delivery dates are estimates and are not guaranteed. You must give GRID an accurate delivery address, a contact person and any access requirements, such as a loading dock or a liftgate. If the carrier cannot complete delivery because of incorrect information or because no one is present, you pay any redelivery or storage charges the carrier bills.

6.5 Transit damage. Inspect the crate before you sign for it. Note any visible damage on the delivery receipt and photograph it. Report any transit damage to g@gridauction.co within 2 Business Days after delivery. GRID files and manages the transit insurance claim for you. Your recovery for transit damage is limited to the transit insurance proceeds.

6.6 Ownership remedy. The Seller, not GRID, promises that it owns the Robot and can sell it free of liens and ownership claims. If the Seller cannot transfer ownership to you free of liens and ownership claims, GRID may cancel the Binding Sale. GRID then refunds the amounts you paid GRID for that Lot. If you have the Robot, you must return it, and the Seller pays the return freight. This refund is your only remedy against GRID for a defect in ownership. GRID has no other liability for a defect in ownership. You keep any claim you have directly against the Seller.

6.7 Refused delivery. If you refuse delivery, or if GRID cannot reach you to schedule delivery for 10 Business Days after GRID's first attempt, GRID may store the Robot at a charge of $25 per day. If the Robot is still undelivered 30 days after GRID sends you written notice, GRID may treat the Robot as abandoned and resell it as allowed by law. GRID applies the resale proceeds first to the amounts you owe and pays you any remaining balance.

7. Compliance, Export and Auction Data

7.1 Sanctions. You confirm that you, any company you bid for, and that company's owners and officers are not named on any U.S. sanctions or restricted party list. These lists include those maintained by the Office of Foreign Assets Control and the U.S. Department of Commerce. You also confirm that none of them is located in, organized in or controlled from a country subject to comprehensive U.S. sanctions. GRID checks each Buyer against the OFAC sanctions list before it sends the invoice.

7.2 Export. Robots may be subject to U.S. export control laws, including the Export Administration Regulations. You must not export, re-export or transfer a Robot in violation of those laws. You are responsible for obtaining any export license. GRID ships only within the 48 contiguous United States.

7.3 Ownership and use rules. Some Robots are manufactured outside the United States. Federal or state rules may restrict how they are sold, connected to networks or used. These rules include FCC equipment authorization rules. You are responsible for confirming that you may lawfully own, connect and use the Robot.

7.4 Clean funds. You confirm that the funds you use with GRID are lawful. You confirm that they are not connected to money laundering, fraud, sanctions evasion or any other crime. GRID may ask you to verify the source of your funds. GRID may cancel a sale if you do not complete that verification.

7.5 Auction Data. GRID owns all Auction results and records, including Bids, prices, Condition Reports, photographs and videos ("Auction Data"). GRID may publish sale prices and other Auction Data. GRID will not publish your name or your company's name with Auction Data without your written consent. You may use Auction Data only to decide whether and how much to bid. You must not copy, scrape, resell or republish Auction Data without GRID's written permission.

7.6 Service messages. GRID sends account, bidding, invoice and delivery messages by email and in your account. These messages are part of the service, and you cannot opt out of them while you hold an account. Marketing messages are covered by the GRID Privacy Policy.

8. Liability, Disputes and General Terms

8.1 Release. You release GRID from claims for injury or property damage that occur while you view, test, unload, operate or move a Robot. This release does not cover injury or damage caused by GRID's gross negligence or willful misconduct. If you are a California resident, you waive California Civil Code section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

8.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW: (a) GRID IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS; (b) GRID'S TOTAL LIABILITY FOR ANY CLAIM RELATING TO A LOT IS LIMITED TO THE AMOUNTS YOU PAID GRID FOR THAT LOT; AND (c) GRID'S TOTAL LIABILITY FOR ANY OTHER CLAIM IS LIMITED TO $1,000. THESE LIMITS DO NOT APPLY TO FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ANY LIABILITY THAT THE LAW DOES NOT ALLOW TO BE LIMITED.

8.3 Site availability. GRID does not guarantee that the Site or the bidding system will be available or free of errors. GRID is not responsible for a Bid that is not received because of your internet connection, device or software. If an outage on GRID's side materially affects a Lot, Section 3.10 applies.

8.4 Indemnity. You will defend, indemnify and hold harmless GRID and its owners, employees and contractors from any third-party claim, loss or cost, including reasonable attorneys' fees, that arises from: (a) your breach of these Terms of Sale; (b) your use, resale or transfer of a Robot after delivery; or (c) your violation of any law.

8.5 Informal resolution first. Before you start any claim, you must email g@gridauction.co with a description of the claim and the outcome you want. GRID will do the same before it starts a claim against you. Both parties will try in good faith to resolve the claim within 30 days.

8.6 Arbitration. Any dispute that arises from these Terms of Sale, any Bid or any purchase will be resolved by final and binding individual arbitration. JAMS will administer the arbitration under its Streamlined Arbitration Rules before one arbitrator. The arbitration will take place in Los Angeles County, California, or by video if both parties agree. Either party may instead bring an individual claim in small claims court if the claim qualifies. Either party may ask a court to stop misuse of the Site or of Auction Data.

8.7 No class actions. You and GRID may bring claims only in an individual capacity. Neither party may bring or join a class, collective or representative action.

8.8 Arbitration opt-out. You may opt out of Sections 8.6 and 8.7 within 30 days after you first accept these Terms of Sale. To opt out, email g@gridauction.co with your full name, your account email and the words "arbitration opt-out." If you opt out, Section 8.9 still applies, and any dispute will be heard in the state or federal courts in Los Angeles County, California.

8.9 Governing law. California law governs these Terms of Sale, without regard to conflict of law rules. The Federal Arbitration Act governs Section 8.6. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8.10 Time limit for claims. You must bring any claim within one year after the claim arises. A claim brought later is permanently barred.

8.11 General terms. These Terms of Sale and the documents listed in Section 1.3 are the entire agreement between you and GRID about bidding and buying. You may not assign these Terms of Sale without GRID's written consent. If a court or arbitrator finds any part unenforceable, the rest remains in effect. GRID's failure to enforce a right is not a waiver of that right. Neither party is liable for a delay caused by events beyond its reasonable control, such as natural disasters, carrier failures or government action. Headings are for convenience only. "Including" means "including without limitation."

8.12 California auction disclosures. GRID is an auction company under California law. GRID will file an auctioneer bond with the California Secretary of State before it conducts its first Auction. GRID will publish the bond number in this section before bidding opens on any Lot. GRID has applied for a California seller's permit and will publish its number in this section when it is issued. GRID conducts every Auction in compliance with Section 2328 of the California Commercial Code, Section 535 of the California Penal Code and the California Civil Code.

Auctioneer bond number: [PLACEHOLDER: bond number]

California seller's permit number: [PLACEHOLDER: permit number]

8.13 Contact. GRID Robotics LLC, 1120 Sycamore Ave, Ste 2G, Vista, CA 92081. Phone: 310-303-8262. Email: g@gridauction.co.

9. Buyer Fees and Bidding

This section is also published on the Site as the Buyer Fees and Bidding page. The two must always match.

9.1 Fees.

GRID charges no registration fee, no membership fee and no other buyer fee.

9.2 Example. This example uses a GRID Delivery price of $1,500 for illustration only.

9.3 Saved card and bidding limit. You save a card to your account to bid. GRID charges it only for the Default Fee or other amounts you owe. The standard bidding limit is $100,000 per Lot. To bid above $100,000, email g@gridauction.co with your username and the lot number at least 1 Business Day before the Lot closes. GRID may require proof of funds or a deposit before approving a higher limit.

9.4 Bid increments. The increment depends on the current bid.

9.5 Deadlines.