Nationwide Used Equipment Seller Agreement

NATIONWIDE USED EQUIPMENT SELLER SUBSCRIPTION, EXCLUSIVE MARKETING, SALES AGENCY & TRANSACTION AGREEMENT CANCELLATION AT A GLANCE (full terms in Section 20) • How to cancel: Seller dashboard > Account > Cancel Subscription, at any time, online. You can also email bucketsofink@gmail.com or call 480-229-7806. You will receive a written confirmation email with your cancellation date. • When it takes effect: at the end of the month you have already paid for. No further monthly fees are charged after that. Partial months are not refunded. • What stops: monthly subscription billing, and your Listings are removed from public view when the cancellation takes effect. • What does NOT stop: each listed Unit's 90-day minimum Term, the 90-day Protected-Buyer Tail Period, Commission on any Sale of a listed Unit during those periods (on any channel), your duty to report a Sale within 3 business days, the payment authorization, any holdback, lien or claim obligations, the personal guaranty, the UCC security interest until amounts owed are paid, and any amounts already owed. • When everything ends: once every listed Unit's Term and Tail Period have passed and nothing is owed. Buckets of Ink LLC then releases any UCC filing and confirms in writing that your account is closed. 1. PARTIES; PLATFORM; COMMERCIAL-USE REQUIREMENT This Seller Subscription, Exclusive Marketing, Sales Agency & Transaction Agreement ("Agreement") is between Buckets of Ink LLC, an Arizona limited liability company, 906 S. Priest Dr., Suite 101, Tempe, Arizona 85281 ("Buckets of Ink LLC," "Buckets of Ink," "we," or "us"), and the person or entity accepting this Agreement ("Seller"). It governs Seller's use of the Buckets of Ink Used Equipment marketplace and monthly online auctions, including equipment.bucketsofink.com and related listing, lead-routing, marketing, payment-collection and transaction services (the "Platform"). It applies wherever Seller, a Unit or a buyer is located, in any state. Seller represents that it is entering this Agreement for business or commercial purposes and not for personal, family, or household purposes. Buckets of Ink LLC acts only as Seller's limited marketing and sales agent, as stated in this Agreement. Unless Buckets of Ink LLC separately signs a written agreement expressly assuming another role, Buckets of Ink LLC is not the owner, manufacturer, dealer, appraiser, inspector, escrow agent, trustee, lender, carrier, rigger, installer, repairer, insurer, or guarantor of any listed equipment, and never takes title to or possession of a Unit. 2. DEFINITIONS "Unit" means one item of equipment identified by make/model and, when available, serial number or another unique identifier in a Listing or Equipment Schedule. "Listing" means a Platform posting containing one or more Units, at a fixed price, by offer, or in an auction. "Sale" means any sale, trade, exchange, lease, lease-to-own, financing, transfer of ownership or possession, transfer to an affiliate or related party for value, or other disposition of a Unit. "Gross Transaction Value" means the total value paid or payable for a covered Sale from any source, including cash, card, ACH, wire, check, financing or lease proceeds from any lender, finance or leasing company (including DCA Equipment Financing), assumed debt, lien payoffs, trade value, credits, property, services, or other consideration, excluding only separately stated sales/use tax, a buyer's premium, and third-party freight actually paid to an unaffiliated carrier. Lien payoffs are part of Gross Transaction Value and do not reduce it. "Sale Proceeds" means all money paid for a Unit by a buyer, lender, finance or leasing company, payment processor or anyone else. "Commission" means the transaction fee calculated under Section 7. "Term" means the exclusive period described in Section 5. "Protected Buyer" means a person or entity that during the Term inquired about, viewed identifying information for, communicated regarding, inspected, bid on, negotiated for, made an offer on, applied for financing for, or was introduced to a Unit through Buckets of Ink LLC or the Platform. "Tail Period" means the 90-day period described in Section 8. 3. SUBSCRIPTION PLANS; BILLING; AUTO-RENEWAL Plan | Monthly fee | Active listings | Units / listing | Images / listing | Video Starter | $25 | 3 | 1 | 5 | No Mid | $49 | 6 | Up to 3 | 6 | Yes Pro | $85 | 15 | Up to 10 | 15 | Yes Executive | $249 | Unlimited | Unlimited | 25 | Yes 3.1 Billing. Subscription fees are billed monthly in advance on the signup/renewal date, plus applicable taxes. They are fully earned when billed, are not refundable, and are separate from Commission. 3.2 Automatic renewal. The subscription renews month-to-month until cancelled under Section 20. Cancellation stops future renewals but does not cancel an existing Unit's minimum Term, Tail Period, accrued Commission or any other obligation. 3.3 Price changes. Buckets of Ink LLC will give at least 30 days' electronic notice before a subscription price change applies. A change does not alter Commission for an already-listed Unit unless Seller agrees. 3.4 Upgrades/downgrades. Upgrades may take effect immediately with prorated billing. Downgrades take effect at the next renewal. Listings above a downgraded plan's limits may be paused. 3.5 Failed payment. Buckets of Ink LLC may retry failed charges, pause Listings, suspend access, hold payouts and collect amounts due. Suspension does not waive any obligation. 3.6 Mandatory-law savings clause. If a jurisdiction requires additional auto-renewal notices, cancellation methods, disclosures or consent, Buckets of Ink LLC will apply those mandatory requirements to the affected Seller. 4. LISTING REQUIREMENTS; EQUIPMENT SCHEDULE; IDENTITY Seller must provide accurate make, model, year if known, serial number or unique identifier, actual photographs, a data-plate photograph when available, location, asking price, included accessories, power requirements, operating status, known material defects, and all other information Buckets of Ink LLC requests. Seller must disclose every loan, lease, lien, security interest, financing statement, tax lien, judgment, ownership claim, payoff obligation or other encumbrance affecting a Unit, and every business loan or financing of Seller (including SBA or EIDL loans, bank loans, lines of credit, merchant cash advances and equipment financing on other machines), whether or not Seller believes it covers the Unit. Seller must promptly update any information that becomes inaccurate. Stock photographs may not be used as photographs of the actual Unit unless clearly labeled as representative. Buckets of Ink LLC may review, edit for formatting, reject, pause or remove Listings. Review is not an inspection, certification, appraisal, warranty or independent verification. 4.1 Identity verification. Before Seller's first payout, Seller's authorized signer will verify their identity with a government photo ID (such as a driver's license) and a live selfie through Buckets of Ink LLC's identity provider. Buckets of Ink LLC may hold any payout until this is done, and may repeat it if Seller's details change or fraud is suspected. The ID images are processed by the identity provider and deleted after the check; Buckets of Ink LLC keeps the verification result, the verified name, the date and the provider's reference in its secure, access-controlled records vault together with this Agreement. 5. EXCLUSIVE MARKETING AND SALES AGENCY; MINIMUM TERM 5.1 Grant. For each Unit, Seller appoints Buckets of Ink LLC as its exclusive marketing and sales agent during the Term, to advertise, market, solicit and route buyers, run auctions Seller enters the Unit in, invoice buyers, and receive Sale Proceeds for Seller. Seller remains the owner and seller of record and keeps authority to accept or reject offers, except that an auction result that meets Seller's reserve (or has no reserve) is a binding Sale. 5.2 Minimum Term. A Unit's Term begins when its Listing first becomes live and continues for at least 90 days. After the first 90 days, the Term renews month-to-month while the applicable subscription remains active, unless ended under this Agreement. 5.3 Commission on any Sale during the Term. If a Unit is Sold during its Term, Commission is due whether the buyer came through Buckets of Ink LLC, Seller, another website, a dealer, an auction, social media, word of mouth, a referral or any other channel, whether or not Buckets of Ink LLC introduced the buyer, and however and by whomever the buyer paid, to the maximum extent permitted by law. 5.4 No circumvention. Seller may not withdraw, relabel, transfer, bundle, consign, donate, lease, trade, finance, move to an affiliate, or use another person, lender or channel to avoid Commission. A bona fide withdrawal from sale does not itself create Commission, but it does not shorten the minimum Term or eliminate a later covered Sale. 5.5 Licensing and blocked states. Nothing requires Buckets of Ink LLC to perform an activity that needs a license it does not hold. Buckets of Ink LLC may limit, modify or decline services in any jurisdiction, including declining auction entries for Units located in states that license auctioneers. Such a Unit may still be listed at a fixed price. 6. HOW THE MONEY IS PAID: EVERY PAYMENT GOES THROUGH BUCKETS OF INK LLC 6.1 One payment to Buckets of Ink LLC. Every buyer, lender, finance or leasing company (including DCA Equipment Financing and any other financing source), payment processor and other payor pays the full Sale Proceeds for a Unit to Buckets of Ink LLC, as Seller's agent, and never to Seller. Seller irrevocably directs and authorizes every buyer and lender to pay Buckets of Ink LLC, and will sign any lender disbursement or funding form needed to confirm it. Payment to Buckets of Ink LLC fully satisfies the buyer's obligation to pay Seller for that amount. 6.2 Order of payment. From Sale Proceeds it receives for a Unit, Buckets of Ink LLC pays or keeps, in this order: (a) any lien, loan, lease, tax or other claim on the Unit (Section 9); (b) Buckets of Ink LLC's Commission and every fee, cost, chargeback, refund, freight or storage charge, and other amount Seller owes under this or any other agreement with Buckets of Ink LLC; (c) any holdback under Section 6.4; and (d) the remainder to Seller. 6.3 When Seller is paid. Seller is paid only after all of these are true: the buyer's or lender's payment has fully cleared and cannot be reversed in the ordinary course; the Unit has been delivered to or picked up by the buyer; the buyer's period to report a problem has passed with no claim; Buckets of Ink LLC's public lien search is clear or every lien found has been released or paid; Seller's identity is verified; Seller's payout details are confirmed; and, if Seller's signer is married, the spouse's consent is signed. Buckets of Ink LLC is not Seller's bank, trustee or escrow agent, pays no interest on money it holds, and may hold Sale Proceeds in its ordinary business accounts. 6.4 Holdback. If Seller disclosed any business loan, if a lien search finds any filing against Seller, or if any lien is being paid off from the Sale, Buckets of Ink LLC may hold back up to 10% of the amount due to Seller for up to 60 days after the Sale (longer while any claim is open) to cover any lien or claim that comes up. Anything not needed for a claim is then paid to Seller. 6.5 Set-off. Buckets of Ink LLC may deduct anything Seller owes it, or any amount it pays or owes because of Seller, from any money it holds or will hold for Seller, on any Listing, Unit or account. 6.6 Money paid to Seller directly. If any buyer, lender or other payor pays Seller (or anyone for Seller) directly, for any reason, Seller holds that money in trust for Buckets of Ink LLC and will pay Buckets of Ink LLC the Commission and every other amount owed within 2 business days, and Buckets of Ink LLC may charge Seller's payment method on file under Section 26. 6.7 Lender and referral fees belong to Buckets of Ink LLC. Any referral fee, commission or points a lender, finance or leasing company pays Buckets of Ink LLC, and any buyer's premium, belong solely to Buckets of Ink LLC, are not part of Gross Transaction Value or Seller's money, and do not reduce Commission. 6.8 Payout details. If Seller's payout or bank details change, Buckets of Ink LLC may hold payouts until it confirms the change with Seller by phone. Buckets of Ink LLC is not responsible for a payment sent to details Seller, or anyone using Seller's account, entered. 7. COMMISSION; WHEN EARNED; PAYMENT Commission is a percentage of the Gross Transaction Value of each covered Sale, at the rate for the band the full Gross Transaction Value falls in, as shown on the Platform when the Unit's Listing went live: Commission rates (the rate for the band the full Gross Transaction Value falls in applies to the whole amount): 12% of the sale price for sales under $5,000 (minimum $150); 10% of the sale price for sales $5,000 up to $24,999.99; 8% of the sale price for sales $25,000 up to $99,999.99; 6% of the sale price for sales $100,000 and over. 7.1 Commission base. Commission is calculated on the full Gross Transaction Value, from every source of payment, including financing and lease proceeds, before any lien payoff, and before Seller's own costs. For non-cash consideration, the stated value is used or, if none or it is unreasonable, a fair value Buckets of Ink LLC reasonably determines. 7.2 Packages. For a multi-Unit package, Commission is calculated on the full value of every Unit in the package before any package discount. Seller may not shift value to accessories, consulting, training, installation, intellectual property, goodwill, financing, side agreements or related items to reduce Commission. 7.3 When earned. Commission is fully earned at the earliest of: (a) a binding agreement for a covered Sale, including an auction close with a winning bid that meets Seller's reserve or has no reserve; (b) Seller's receipt of any deposit or other consideration; (c) transfer of possession or title; or (d) completion of a covered transaction with a Protected Buyer during the Tail Period. It remains owed even if Seller later refuses or fails to complete the Sale. 7.4 Reporting. Seller must report any Sale, accepted offer, deposit, trade, financing, transfer or other covered disposition within 3 business days, with the information needed to calculate Commission. 7.5 Payment. Commission is deducted from Sale Proceeds under Section 6.2. If Buckets of Ink LLC does not receive the Sale Proceeds for any reason, Commission is due within 5 days of the Sale, and Buckets of Ink LLC may invoice Seller and charge Seller's payment method on file under Section 26. 7.6 Disputes. Seller must notify Buckets of Ink LLC in writing of any Commission dispute within 10 days after the invoice or payout statement, with supporting records. Otherwise the amount is final. Undisputed amounts remain due. 7.7 Past-due amounts. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus all costs under Section 18. 8. PROTECTED-BUYER TAIL For 90 days after a Unit's Term ends, Commission remains due on any Sale of that Unit to a Protected Buyer. Seller must disclose such a transaction promptly. Buckets of Ink LLC may rely on Platform logs, communications, inquiry, bid and inspection records, offer history, financing applications, buyer confirmation, shipping records and other evidence to establish Protected Buyer status. 9. TITLE; LIENS; LOANS; PAYOFFS 9.1 Title promise. Seller owns each Unit outright, or has written authority from the lawful owner to list and sell it, and the buyer will receive good title, free of every lien, loan, lease, security interest, tax lien, judgment, landlord's lien, repair lien or other claim, except a payoff Buckets of Ink LLC makes for Seller under Section 6.2(a). 9.2 Blanket liens. Many business loans, including SBA and EIDL (COVID) loans, bank loans, lines of credit and merchant cash advances, put a lien on everything a business owns, equipment included. A loan that is paid off still counts until its lien is released or terminated on the public record. 9.3 Searches and lender contact. Seller authorizes Buckets of Ink LLC to search public lien, UCC, tax-lien and judgment records about Seller and its owners in every state, to contact any lender or lienholder, request a payoff or release letter, and receive information about Seller's loan for that purpose. Seller will sign any authorization a lender asks for. 9.4 Payoffs and releases. If any lien or claim is found or disclosed, Buckets of Ink LLC may, at its choice: (a) pay it directly from Sale Proceeds; (b) hold Seller's payout until Seller delivers a written release from the lienholder naming the Unit, or a filed termination; or (c) cancel the Sale, refund the buyer and remove the Listing. Seller will pay any payoff amount not covered by Sale Proceeds within 5 days of being asked. 9.5 Claims after the Sale. If any lien or claim on a Unit comes up after the Sale, from any lender, the SBA, a tax authority or anyone else, Seller will pay it off, get it released and stop any repossession within 10 days of notice, at Seller's cost. If Seller does not, Buckets of Ink LLC may do so and Seller will repay it with interest and all costs under Section 18. 9.6 Limited power of attorney. Seller appoints Buckets of Ink LLC as its agent, with a power coupled with an interest that cannot be revoked until everything Seller owes is paid, to sign for Seller any bill of sale (as Seller's agent), invoice, lender payoff or release request, lien search authorization, lender funding form or other document needed to complete a Sale, receive Sale Proceeds, pay a lien, or transfer title to the buyer. 10. SELLER REPRESENTATIONS • All Listing information and Seller-supplied photographs, videos, specifications, hours/counts, service history, condition statements, production claims and descriptions are true, complete and not misleading. • Seller has disclosed all known material defects, malfunctions, missing components, modifications, accidents, fire/flood damage, electrical or safety issues, software/license limitations and material repairs. • No Unit is stolen, counterfeit, recalled or unsafe, and no serial number, data plate or meter has been removed, altered or hidden. • Seller has authority to enter this Agreement and complete each Sale, and the person accepting it is authorized to bind Seller. • Seller will comply with all laws that apply to it and its Sale, including tax, export/sanctions, environmental, safety, recall and transfer requirements. 11. CONDITION; INSPECTION; AS-IS SALES Seller must accurately state whether a Unit is operating, disconnected, stored, under power, available for demonstration, or sold as-is, and will permit reasonable inspection when agreed with a buyer. Every Sale through the Platform is AS IS, WHERE IS, WITH ALL FAULTS under the Buyer Purchase & Bidder Agreement. BUCKETS OF INK LLC DOES NOT INSPECT, TEST, CERTIFY, APPRAISE OR WARRANT ANY UNIT, AND MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY UNIT TO SELLER OR TO ANY BUYER. Platform formatting, badges, suggested descriptions, pricing tools and marketing are not verification or endorsement. Any warranty Seller gives a buyer is Seller's alone. 12. FREIGHT, RIGGING, LOADING, LOSS AND DAMAGE: NEVER BUCKETS OF INK LLC'S RISK Buckets of Ink LLC is not responsible for freight, rigging, loading, packing, crating, storage, transport, unloading, installation, or any loss of or damage to a Unit, at any time, for any reason. Every risk of loss, damage, theft, injury and delay is on Seller until the buyer or the buyer's carrier takes possession, and on the buyer after that. Seller keeps each Unit insured, safe and in the condition described until the buyer or carrier takes possession, and is responsible for the safety of everyone who inspects, tests, loads or picks up a Unit at Seller's location and for any injury or damage there. When Buckets of Ink LLC books freight, it does so only as an arranger for the buyer; the carrier, not Buckets of Ink LLC, transports the Unit, and any loss or damage claim is against the carrier under its terms. 13. PROHIBITED LISTINGS AND CONDUCT Seller may not list stolen property; property it lacks authority to sell; counterfeit equipment; materially misleading listings; equipment with undisclosed liens or business loans; fake or duplicate Listings; unlawfully recalled or prohibited equipment; or content Seller lacks rights to use. Seller may not falsify serial numbers, alter hour/count meters, conceal known defects, impersonate anyone, bid on its own Units (directly or through anyone else), manipulate Platform tracking, or take a Platform lead off-platform. Buckets of Ink LLC may reject, edit, suspend or remove Listings or accounts, cancel any Sale, hold any money due to Seller, share Seller's information with buyers, lenders and law enforcement, and report stolen equipment, for suspected fraud, nonpayment, breach, legal or reputational risk, abusive conduct or safety concerns. None of this waives any obligation. 14. RECORDS; VERIFICATION; AUDIT Seller will keep records sufficient to verify the disposition of each Unit and the Commission for at least two years after the Listing ends, and will provide them within 10 days of request if Buckets of Ink LLC believes a covered Sale occurred. Buckets of Ink LLC may use them for accounting, enforcement, fraud prevention and legal compliance. 15. SECURITY INTEREST; UCC AUTHORIZATION 15.1 Grant. To secure everything Seller owes under this Agreement, Seller grants Buckets of Ink LLC a security interest in Seller's rights in each listed Unit and its proceeds. 15.2 Filing authorization. Seller authorizes Buckets of Ink LLC to file UCC financing statements, amendments and continuations describing the Units in any state where it applies. Filing fees may be charged to Seller. 15.3 Existing interests. Seller must disclose existing interests and cooperate with payoff and release requirements. 15.4 Release. After everything owed relating to a Unit is paid, Buckets of Ink LLC will file a termination (UCC-3) when required by law. 16. CONTENT LICENSE Seller grants Buckets of Ink LLC a worldwide, royalty-free, irrevocable license to host, reproduce, crop, format, watermark, distribute, advertise and display all content Seller submits, during the Listing and afterwards for archival, enforcement, promotional and recordkeeping purposes. 17. INDEMNIFICATION To the fullest extent permitted by law, Seller will defend (with counsel Buckets of Ink LLC chooses, at Seller's cost), indemnify and hold harmless Buckets of Ink LLC and its owners, members, managers, employees, contractors, affiliates, service providers and agents, and every buyer and lender, from every claim, loss, liability, damage, judgment, penalty, fine, cost, chargeback, refund, lien, tax, freight, rigging or storage cost, bodily injury, death, property damage, and attorneys', accounting and professional fee arising out of or relating to: any Unit; Seller's Listing or information; Seller's title or any lien, loan or lease of Seller; anything that happens at Seller's location; freight, loading or transport of a Unit; Seller's taxes; Seller content; Seller's fraud or misrepresentation; Seller's breach; or Seller's violation of law. This indemnity applies even if a protected party is alleged to have been negligent, and excludes only a protected party's own fraud or willful misconduct as finally determined by an arbitrator or court. 18. COSTS OF ANY DISPUTE, CLAIM OR LAWSUIT Seller will pay all of Buckets of Ink LLC's costs arising from any claim, dispute, collection, lien, tax assessment, chargeback, subpoena, arbitration or lawsuit relating to Seller, a Unit or this Agreement, whether or not a proceeding is filed and whether or not Buckets of Ink LLC is a party, including attorneys', accounting, expert, arbitration, court and collection fees, administrative costs, and the time of Buckets of Ink LLC's staff at reasonable hourly rates. Where a state's law requires a fee clause to work both ways, the prevailing party recovers these costs instead. 19. RELEASE; DISCLAIMERS; LIMITATION OF LIABILITY RELEASE. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER RELEASES BUCKETS OF INK LLC AND ITS OWNERS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS FROM EVERY CLAIM RELATING TO ANY UNIT, ITS SALE, ANY BUYER, BIDDER, LENDER, CARRIER OR LIENHOLDER, AND ANYTHING ANY OF THEM DOES OR FAILS TO DO, EXCEPT BUCKETS OF INK LLC'S OWN FRAUD OR WILLFUL MISCONDUCT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' BUCKETS OF INK LLC DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE A BUYER, A BID, A SALE, A PRICE, PAYMENT, FINANCING, SHIPPING, CONDITION, SAFETY, LEGALITY OR TRANSACTION COMPLETION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUCKETS OF INK LLC WILL NOT BE LIABLE FOR LOST PROFITS, LOST PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUCKETS OF INK LLC'S TOTAL LIABILITY FOR ANY LISTING, UNIT OR TRANSACTION, FOR ANY REASON, WILL NOT EXCEED THE COMMISSION BUCKETS OF INK LLC ACTUALLY RECEIVED FOR THAT TRANSACTION, OR, IF THERE WAS NO SALE, THE SUBSCRIPTION FEES SELLER PAID IN THE 3 MONTHS BEFORE THE CLAIM. ANY CLAIM AGAINST BUCKETS OF INK LLC MUST BE BROUGHT WITHIN 1 YEAR AFTER IT ARISES OR IT IS WAIVED. 20. CANCELLATION; SUSPENSION; TERMINATION; SURVIVAL 20.1 How Seller cancels. Seller may cancel the subscription at any time, online, from the Seller dashboard (Account > Cancel Subscription), by email to bucketsofink@gmail.com or by calling 480-229-7806. Buckets of Ink LLC will email a confirmation showing the date the cancellation takes effect, the Units still under a Term or Tail Period, and the dates those periods end. 20.2 When it takes effect. At the end of the monthly billing period Seller has already paid for. Partial months are not refunded, except where required by law. 20.3 What ends. Subscription billing stops; Seller's Listings are removed from public view; Seller may not post new Listings. 20.4 What continues. Cancellation does not end: (a) each listed Unit's 90-day minimum Term; (b) the 90-day Tail Period; (c) Commission on any Sale during the Term or Tail Period through any channel; (d) the duty to report a Sale within 3 business days; (e) the payment authorization; (f) any holdback, lien, payoff or claim obligation; (g) the security interest and UCC filing until paid; (h) the personal guaranty and any spouse's consent; and (i) any amounts owed and costs under Section 18. 20.5 Example. A Unit's Listing goes live January 1, 2027, and Seller cancels February 15, 2027. The Listing comes down at the end of the paid month, but the Unit's Term still runs 90 days from January 1, and the Tail Period runs 90 days after that. If the Unit is sold anywhere during the Term, or to a Protected Buyer during the Tail Period, Commission is owed. 20.6 Withdrawing a Listing. Seller may withdraw a Listing at any time. That does not end the Unit's Term or Tail Period. 20.7 Final release. When every listed Unit's Term and Tail Period have ended and nothing is owed, Buckets of Ink LLC will release any UCC filing within 20 days and confirm in writing that Seller's account is closed. 20.8 Suspension or termination by Buckets of Ink LLC. Buckets of Ink LLC may suspend or terminate Seller's access at any time for nonpayment, suspected fraud, misrepresentation, prohibited equipment, legal risk, circumvention, abusive conduct or breach. Section 20.4 applies the same way. 20.9 Survival. Sections 6 through 9, 12 and 14 through 27 survive cancellation or termination. 21. PERSONAL GUARANTY; SPOUSE'S CONSENT 21.1 Guaranty. If Seller is a company, or the person accepting this Agreement is accepting for anyone else, that person personally, unconditionally and jointly with Seller guarantees full and prompt payment and performance of everything Seller owes or promises under this Agreement, including Commission, lien payoffs, costs and the indemnity. Buckets of Ink LLC does not have to pursue Seller first. The guaranty continues after Seller is dissolved, sold or out of business. 21.2 Spouse's consent. Before accepting, the signer states whether they are married. If they are, their spouse signs a Spouse's Consent to Personal Guaranty so the guaranty binds the marital community and community property under Arizona law (including A.R.S. § 25-214) and the law of any other community-property state. Buckets of Ink LLC may hold payouts until the spouse has signed. A false statement about marital status is a breach of this Agreement, and the signer remains fully liable. 22. INDEPENDENT CONTRACTORS; LIMITED AGENCY Except for the limited marketing, sales and payment-collection agency expressly stated here, Seller and Buckets of Ink LLC are independent contracting parties. Nothing creates a partnership, joint venture, employment, franchise, fiduciary relationship, general agency, trust or escrow relationship, and Buckets of Ink LLC owes Seller no duty not stated in this Agreement. 23. ELECTRONIC CONTRACTING; NOTICES; RECORDS VAULT Seller consents to electronic contracting, signatures, notices and records under the federal E-SIGN Act and each state's Uniform Electronic Transactions Act. Clicking an acceptance box, typing a name or otherwise electronically accepting, with the date/time and authentication records, is Seller's signature. Buckets of Ink LLC keeps the executed Agreement version, Equipment Schedules, timestamps, IP/device and authentication records, identity-verification results, spouse's consent, payout records and related evidence in a secure, access-controlled records vault, and may rely on them as conclusive evidence. Seller must keep its legal name, address, email, phone, entity status and authorized representative current. Routine notices may be sent electronically; formal notices may also be sent by overnight courier or certified mail to the address in Buckets of Ink LLC's records. 24. GOVERNING LAW; ARBITRATION; NO CLASS ACTIONS 24.1 Governing law. This Agreement and every dispute between Buckets of Ink LLC and Seller are governed by Arizona law, without regard to conflict-of-law principles, wherever Seller, a Unit or a buyer is located. Buckets of Ink LLC performs its services and conducts every auction from Tempe, Arizona, and every Sale through the Platform is made in Arizona. 24.2 Federal Arbitration Act. This Agreement involves interstate commerce, and the Federal Arbitration Act governs this Section. 24.3 Informal notice. Before starting arbitration, Seller will give Buckets of Ink LLC written notice describing the dispute and allow 30 days to resolve it. 24.4 Binding individual arbitration. Except for the carve-outs below, any dispute arising out of or relating to this Agreement, the Platform, a Listing, a Unit, Commission or the parties' relationship will be resolved by binding arbitration on an individual basis before one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, in Maricopa County, Arizona. 24.5 Carve-outs. Either party may bring an eligible claim in small-claims court. Buckets of Ink LLC may also go to court to collect amounts owed, seek injunctive or provisional relief, or enforce or protect its security interest, and for those matters Seller consents to the state and federal courts in Maricopa County, Arizona. 24.6 JURY AND CLASS WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER WAIVES ANY RIGHT TO A JURY TRIAL, AND CLAIMS MUST BE BROUGHT INDIVIDUALLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. 24.7 Costs. Section 18 decides who pays costs in any arbitration or court proceeding. 25. MANDATORY LAW; ASSIGNMENT; CHANGES; ENTIRE AGREEMENT; SEVERABILITY This Agreement does not waive rights that applicable law makes non-waivable. If a mandatory rule conflicts with this Agreement, the mandatory rule controls only to the extent of the conflict. If any provision cannot be enforced in a particular state or situation, it applies to the fullest extent the law there allows and is read as narrowed only as much as needed, and the rest remains in effect. Seller may not assign this Agreement without Buckets of Ink LLC's written consent. Buckets of Ink LLC may assign it. Buckets of Ink LLC may update standard terms for future Listings with 30 days' notice; changes do not alter Commission for an already-listed Unit unless Seller agrees. This Agreement, each Equipment Schedule, the selected plan, Seller's lien and loan disclosures, any declaration or spouse's consent, the Auction Entry & Promotion Agreement for any auction entry, and the Platform's posted policies are the entire agreement about this subject. Nothing anyone says outside them changes them. A waiver must be in writing and applies only to that instance. 26. PAYMENT AUTHORIZATION AND PAYMENT METHOD FEES Card and bank details are entered only in the Platform's secure payment form and are never written into this document. Buckets of Ink LLC stores only the card brand, last four digits, expiration and billing ZIP code. Seller authorizes Buckets of Ink LLC to store the payment method(s) on file and charge them without further signature for subscription fees, Commission on any covered Sale (including Sales outside the Platform), lien payoffs Seller owes, and every other amount owed under this Agreement, including costs owed under Sections 13, 17 and 18, plus the payment method fees below, after the notice stated in this Agreement. This authorization continues until all amounts owed are paid, including after cancellation. Seller will keep a valid payment method on file. Charge | Paid by credit card | Paid by ACH (bank account) Commission or other amounts charged to the payment method on file | Amount + 3% card processing fee | Amount + 1% ACH processing fee Costs owed under Sections 13, 17 and 18 | Amount + 1% administration fee + 3% card processing fee | Amount + 1% administration fee + 1% ACH processing fee Commission deducted from Sale Proceeds at payout | No fee | No fee Monthly subscription fee | No fee | No fee (a) Card processing fee. Up to 3% of the amount charged, based on the state of Seller's billing address, never more than Buckets of Ink LLC's cost of accepting the card or the maximum allowed by card-network rules and that state's law. Where a state prohibits or limits card surcharges, the lower lawful amount (or no fee) applies. No card processing fee is charged on debit or prepaid cards; if one is charged in error, it is credited back automatically. (b) ACH processing fee. 1% of the amount charged to Seller's bank account. (c) Administration fee. If Seller owes costs under Section 13, 17 or 18, a 1% administration fee is added for Buckets of Ink LLC's time in investigating and resolving the matter. It is in addition to those costs. 27. SELLER ACKNOWLEDGMENTS BY ACCEPTING THIS AGREEMENT, SELLER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS IT; IS ENTERING IT FOR BUSINESS PURPOSES; HAS HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL AND TAX COUNSEL; IS SOLELY RESPONSIBLE FOR THE ACCURACY OF LISTINGS, OWNERSHIP, LIENS, LOANS, PAYOFFS, CONDITION, SAFETY, FREIGHT AND TRANSACTION DOCUMENTATION; UNDERSTANDS THAT EVERY PAYMENT GOES THROUGH BUCKETS OF INK LLC AND THAT BUCKETS OF INK LLC DOES NOT GUARANTEE THE EQUIPMENT, A BUYER OR A SALE AND IS NEVER RESPONSIBLE FOR FREIGHT, LOSS OR DAMAGE; AND UNDERSTANDS THAT EXCLUSIVITY, COMMISSION, THE MINIMUM TERM AND TAIL, THE PAYMENT AND LIEN TERMS, HOLDBACK, SET-OFF, PAYMENT AUTHORIZATION, SECURITY INTEREST, PERSONAL GUARANTY, INDEMNITY, COSTS, RELEASE, LIABILITY LIMITS, ARBITRATION, JURY AND CLASS WAIVER, AND ARIZONA LAW ARE MATERIAL. SCHEDULE A: EQUIPMENT SCHEDULES (GENERATED IN THE PLATFORM) Each time Seller adds equipment to a Listing, the Platform generates an Equipment Schedule showing, for each Unit: make, model, year, serial number or identifier, location, condition and operating status, value, included items, known liens and payoff obligations, Seller's business-loan disclosures, and known defects, together with any package price, the Listing live date, the minimum Term and Tail Period dates, and the Commission terms. Seller reviews and electronically accepts each Equipment Schedule before the Listing is submitted. Each accepted Equipment Schedule and amendment is part of this Agreement and is stored in Seller's file in the records vault.