Platform Seller Terms of Use – Long Form 

(Merchant of Record & Subscription Tiers)

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Last Updated: September 23, 2025

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GRAVL, Inc. (“GRAVL,” “we,” “us” and “our”) offers access and use of our platform and website, including all information, tools, application program interfaces, services, functions, and features available from us (the “Platform” or “Platform Services”) to you, the Seller. Your use of the Platform is conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein or otherwise made available to you through the Platform (the “Seller Terms”). If these Seller Terms are considered an offer, acceptance is expressly limited to these Seller Terms. BY VISITING OR USING OUR PLATFORM AS A SELLER, YOU AGREE TO BE BOUND BY THESE SELLER TERMS.

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Key Roles

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The following terms are used throughout these Seller Terms:

• “Buyer” refers to a user who submits an order for services through the Platform.
• “Seller” refers to the university, laboratory, core facility, or other service provider offering and fulfilling services through the Platform.
• “Platform” or “Platform Services” refers to the GRAVL website, infrastructure, and software through which orders, payments, and communications are facilitated.
• “GRAVL,” “we,” or “us” refers to GRAVL, Inc., the operator of the Platform.
• “Merchant of Record” refers to GRAVL’s role in facilitating external transactions, including collecting payment, issuing invoices and receipts, and handling applicable taxes and Platform Fees. It does not imply responsibility for the performance, quality, or delivery of the underlying services.
• “Service Fee” refers to the amount paid by a Buyer for Seller’s services, exclusive of Platform Fees, Stripe Fees, or applicable taxes.
• “Platform Fee” or “Take Rate” refers to the transaction-based fee retained by GRAVL on external transactions, as described in Section 5.
• “Subscription Fee” refers to the flat SaaS fee applicable to paid subscription tiers (e.g., Essential, Enterprise). Buyers do not pay Subscription Fees directly but may see them reflected in Seller pricing.
• “Stripe Fees” refers to payment processor charges (including interchange, ACH return, dispute/chargeback fees, or other fees imposed by Stripe Connect or its successors).
• “Service Data” means the scientific data, research results, and deliverables produced by Sellers and provided to Buyers through the Platform.
• “Metadata” means operational information generated by the Platform in connection with orders, including without limitation instruments, workflows, turnaround times, quality-control metrics, transaction volumes, and demand signals. Metadata expressly excludes Service Data, underlying research results, and other data restricted by funder or institutional policies.

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SECTION 1 – INTRODUCTION

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By accessing or using the GRAVL Platform as a Seller, you agree to be bound by these Platform Terms of Use (For Sellers) (“Seller Terms”). If you are entering into these Seller Terms on behalf of a university, laboratory, research facility, or other entity, you represent and warrant that you have authority to bind that entity, and all references to “Seller,” “you,” or “your” in these Seller Terms will mean such entity.

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You further represent and warrant that all information provided to GRAVL during registration and onboarding is true, accurate, current, and complete, and you agree to promptly update such information if it changes. Seller’s use of the Platform is conditioned upon acceptance of these Seller Terms and all policies incorporated by reference, including GRAVL’s Refund Policy, Cancellation Policy, Subscription Policy, Privacy Policy, and the GRAVL Platform Terms of Use (For Buyers), each as amended from time to time.

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Seller may not use the Platform for any illegal or unauthorized purpose, and Seller must comply with all applicable laws, regulations, and institutional policies. If these Seller Terms are considered an offer, acceptance is expressly limited to these Seller Terms.

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SECTION 2 – GENERAL

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(a) Right to Refuse or Suspend. GRAVL reserves the right to refuse, suspend, or terminate access to the Platform Services for any Seller at any time, with or without cause, including for violation of these Seller Terms, non-payment of fees, suspected fraud or misconduct, or actions that may harm Buyers, other Sellers, or the integrity of the Platform.

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(b) Seller Responsibilities. Seller is solely responsible for: (i) the accuracy and completeness of all listings, pricing, turnaround times, workflows, and requirements published on the Platform; (ii) timely fulfillment of orders accepted through the Platform; (iii) maintaining current order statuses, QC results, and results uploads; (iv) all communications with Buyers regarding its services; and (v) compliance with applicable laws, regulations, funding restrictions, and institutional policies.

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(c) GRAVL’s Limited Role. GRAVL is not the provider of Seller’s services, does not validate or guarantee the quality, completeness, or outcomes of Seller’s services, and will not adjudicate fulfillment disputes between Buyers and Sellers. GRAVL’s role is limited to facilitating order placement, payment processing, and administration of refunds or credits when acting as Merchant of Record.

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(d) Platform as System of Record. Seller must conduct all order acceptance, PO reviews, status updates, QC logging, results uploads, cancellations, and dispute responses through the Platform. Transactions or communications conducted outside the Platform will not be recognized by GRAVL for purposes of payout, refund, or dispute resolution.

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(e) Order Acceptance Through Platform. Seller’s acceptance or rejection of an order, including purchase orders, must be recorded as a status change in the Platform (e.g., “Submitted” to “Accepted” or “Rejected”). Orders not updated in the Platform will not be recognized by GRAVL for purposes of payout, refunds, or dispute resolution.

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SECTION 3 – PLATFORM AVAILABILITY

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(a) Availability; Maintenance. GRAVL will use commercially reasonable efforts to make the Platform available; however, Seller acknowledges that the Platform may be unavailable from time to time due to planned maintenance, emergency maintenance, upgrades, repairs, or the acts or omissions of third-party providers, telecommunications carriers, or hosting vendors. GRAVL may schedule maintenance windows and may perform emergency maintenance at any time without prior notice if, in GRAVL’s reasonable judgment, such action is necessary to protect the Platform, its users, or GRAVL’s systems.

(b) No Service Level Commitment (Unless Agreed Separately). Unless the parties have executed a separate written agreement that expressly provides service level commitments for Seller (e.g., an Enterprise order form or addendum signed by both parties), the Platform is provided without uptime or performance guarantees, and no credits, offsets, or penalties will apply for downtime or degraded performance.

(c) Modification; Suspension. GRAVL may modify, enhance, discontinue, or suspend any feature, function, or component of the Platform at any time. If a change materially reduces core ordering, payment, or results-delivery functionality used by Seller, GRAVL will use reasonable efforts to provide advance notice; provided, however, that GRAVL may implement changes immediately where required by law, security, or to prevent harm.

(d) Force Majeure and Third-Party Dependencies. GRAVL will not be liable for delays, failures, or unavailability due to events or conditions beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic events, government actions, strikes or labor disputes, civil disturbances, war, terrorism, denial-of-service attacks, failures of internet, hosting, cloud, or telecommunications providers, utility failures, or failures of third-party software, APIs, or services upon which the Platform depends.

(e) Security Incidents. GRAVL maintains administrative, physical, and technical safeguards designed to protect the Platform. Seller acknowledges that no system is perfectly secure or error-free and that interruptions may occur in connection with investigation, containment, remediation, or mitigation of actual or suspected security incidents. GRAVL will use commercially reasonable efforts to address such incidents and, if legally required, will provide notifications in accordance with applicable law.

(f) Data Retention and Backups. Unless otherwise stated in a written agreement signed by GRAVL, GRAVL has no obligation to store or retain Seller’s data, results, or deliverables beyond the periods necessary to operate the Platform and provide ordered services. Seller is solely responsible for exporting, backing up, and retaining its own copies of data, results, and records.

GRAVL may impose reasonable storage limits, archival practices, or deletion schedules in its discretion. GRAVL may also retain and use metadata derived from orders, results, or Platform activity in accordance with Section 12 (Data Rights and Metadata Use), even after underlying data is archived or deleted.

(g) Access Credentials; Misuse. Seller is responsible for safeguarding its accounts, access credentials, API keys, and seat permissions. GRAVL has no responsibility for unauthorized access or actions arising from Seller’s failure to secure credentials or from Seller-authorized users’ actions. GRAVL may suspend or disable access that, in GRAVL’s reasonable judgment, threatens Platform security, integrity, or other users.

(h) No Liability for Unavailability. To the maximum extent permitted by law, GRAVL will not be liable for any loss, cost, delay, corruption of data, or damage arising out of or relating to Platform unavailability, downtime, degraded performance, security incidents, or loss of content or data associated with any of the circumstances described in this Section 3.

Any liability of GRAVL for such events will be subject to the disclaimers and aggregate liability cap set forth in Section 20 (Disclaimer of Warranties; Limitation of Liability).

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SECTION 4 – ACCURACY, COMPLETENESS, TIMELINESS

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(a) Seller Listings. Seller is solely responsible for ensuring that all information it provides or publishes on the Platform is complete, accurate, current, and not misleading. This includes, without limitation, service names and descriptions, eligibility requirements, sample specifications, pricing, turnaround times, and delivery methods.

(b) Duty to Update. Seller must promptly update its listings and related content whenever any material change occurs. GRAVL may request corrections or suspend listings that are inaccurate, incomplete, misleading, or inconsistent with these Seller Terms or GRAVL’s policies.

(c) Buyer Reliance. Seller acknowledges that Buyers may rely on the information Seller provides when placing orders. GRAVL disclaims all liability for reliance on inaccurate, incomplete, outdated, or misleading Seller-provided content.

(d) Historical Information. The Platform may display historical information, such as past prices or service descriptions. Historical information is provided for reference only and may not reflect Seller’s current offerings. Seller remains responsible for ensuring current information is accurate.

(e) No Warranty by GRAVL. GRAVL may offer tools, templates, or automated pricing or configuration features to assist Sellers, but such features are provided “as is.” GRAVL makes no representations or warranties as to the accuracy, suitability, or compliance of such tools. Seller remains fully responsible for validating all information before publishing it on the Platform.

(f) Audit Trail of Service Updates. Seller must ensure that all updates to service descriptions, pricing, turnaround times, or requirements are made through the Platform and timestamped in the Platform audit trail. Historical versions of listings may be visible to Buyers and GRAVL for transparency and dispute resolution.

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SECTION 5 – PLATFORM FEES AND PRICING MODEL

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(a) Subscription Fees. Seller may be charged subscription or access fees based on its selected tier (Base, Essential, or Enterprise). Subscription Fees are billed in advance of each subscription term. Except as expressly required by law, Subscription Fees are non-refundable. For multi-year subscriptions, Seller may elect not to renew beyond the first contract year by providing at least ninety (90) days’ written notice prior to the next renewal date. Cancellation does not relieve Seller of its obligation to complete accepted orders or to pay all Subscription Fees for the current committed term.

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Essential and Enterprise tiers may include Merchant of Record functionality, if elected by Seller at enrollment or renewal. Where Merchant of Record is not elected, transactions will be conducted in Facilitator Mode (see Section 5(h)).

(b) Transaction Fees (Take-Rates). In addition to Subscription Fees, GRAVL charges transaction-based facilitation fees (“Platform Fees” or “take-rates”) on external orders processed through the Platform. Platform Fees apply to all external transactions, including industry-funded or commercial orders, and are calculated as a percentage of the order value or as otherwise specified by GRAVL in Seller’s enrollment materials. Platform Fees are earned by GRAVL for facilitating order placement, payment processing, and Platform administration, and apply regardless of whether the Seller fulfills the order directly in Facilitator Mode or through GRAVL as Merchant of Record.

(c) Fee Deduction and Timing. Platform Fees, Stripe Fees, and applicable Taxes may be deducted automatically from Buyer payments before remittance to Seller where GRAVL acts as Merchant of Record.

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• Credit Card Transactions (MoR Mode). Stripe Fees and Platform Fees are deducted at the time when payment is processed of order placement.

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• Purchase Order Transactions (MoR Mode). Stripe Fees and Platform Fees are deducted when GRAVL issues an invoice to the Buyer and payment is processed.

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• Facilitator Mode. Where the Seller remains Merchant of Record (including Base tier and any Essential/Enterprise Seller that elects Facilitator Mode), Seller is responsible for invoicing Buyers directly, collecting payments, and remitting applicable Platform Fees and Stripe Fees to GRAVL. GRAVL will invoice Seller separately for such fees, which must be paid within thirty (30) days.

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• Responsibility for Fees. Seller remains directly liable for payment of all Platform Fees, Stripe Fees, and Taxes in accordance with this Section, regardless of mode.

(d) Taxes. Platform Fees are exclusive of all sales, value-added, goods and services, use, excise, or other transaction taxes (collectively, “Taxes”). GRAVL may determine, collect, and remit Taxes where required by law.

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MoR Mode. When GRAVL is Merchant of Record, GRAVL is responsible for determining, collecting, and remitting applicable Taxes on Buyer transactions, and will deduct such Taxes prior to remitting payouts.

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Facilitator Mode. When Seller is Merchant of Record, Seller remains solely responsible for invoicing and remitting all applicable Taxes in connection with Buyer transactions, in addition to Taxes imposed on its income, operations, or services.

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Seller may provide valid exemption certificates or other supporting documentation acceptable to GRAVL to support a claim of exemption; however, GRAVL retains the right, in its discretion, to collect and remit Taxes notwithstanding Seller’s claimed exemption.

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(e) Refundability of Platform Fees. Platform Fees compensate GRAVL for order facilitation, payment processing, and operation of the Platform. Refundability of Platform Fees is determined by the order’s lifecycle status at the time of cancellation:

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• Draft / Submitted. Platform Fees are fully refundable.
• Received / In Progress. Platform Fees may be partially refundable at GRAVL’s discretion, taking into account preparation work performed, payment processor charges, and Platform risk exposure.
• Data Ready / Completed. Platform Fees are non-refundable, except where required by law or where GRAVL elects to refund them in whole or in part for compliance, dispute resolution, or Buyer protection.

For clarity, if Seller initiates cancellation, GRAVL may elect to refund Platform Fees in whole or in part in accordance with Section 8. Refund obligations under this Section 5(e) take priority over payout eligibility under Section 7.

(f) Anti-Steering. Seller must not circumvent the Platform or attempt to avoid Platform Fees by directing Buyers to transact outside the Platform, including by quoting, invoicing, or accepting payment off-Platform for orders initiated through the Platform. If GRAVL reasonably determines that Seller has engaged in such circumvention, GRAVL may assess Platform Fees as if the transactions had occurred on the Platform, and may suspend or terminate Seller’s access. In addition, GRAVL may require Seller to provide supporting records for audit purposes under Section 15 to confirm compliance with this Section.

(g) Fee Changes. GRAVL may modify its Subscription Fees or Platform Fees at any time upon notice. Unless otherwise specified, revised fees apply only to orders placed after the effective date of the change. For Enterprise Sellers, any material fee change will take effect only at the beginning of the next contract year unless otherwise agreed in writing. Seller’s continued use of the Platform after the effective date constitutes acceptance of the revised fees.

(h) Modes of Operation. Seller acknowledges that GRAVL operates in two modes:

1. Base Tier – Facilitator Mode. Use of the free Base subscription tier will be conducted solely in Facilitator Mode. In this mode, Seller remains the vendor of record, is responsible for invoicing Buyers directly, and must remit applicable Platform Fees to GRAVL. Seller is solely responsible for handling disputes, refunds, chargebacks, reversals, and processor fees, and GRAVL has no liability for such obligations.
2. Essential and Enterprise Tiers – MoR Optional. Transactions under paid subscription tiers (Essential or Enterprise) may be processed in either Facilitator Mode (institution acts as Merchant of Record) or MoR Mode (GRAVL acts as Merchant of Record).

Facilitator Mode. In Facilitator Mode, Seller remains the Merchant of Record. Seller is solely responsible for:

• issuing invoices directly to Buyers and collecting payments;
• remitting applicable Platform Fees and Stripe Fees to GRAVL in accordance with Section 5(c);
• administering disputes, refunds, chargebacks, and processor fees in accordance with Section 8(e); and
• remitting applicable Taxes in accordance with Section 5(d).

GRAVL has no liability for disputes, refunds, chargebacks, or compliance obligations in Facilitator Mode.

MoR Mode. In MoR Mode, GRAVL acts as Merchant of Record. GRAVL will issue invoices to Buyers, collect payment, deduct Platform Fees, Stripe Fees, and applicable Taxes, and remit net payouts to Seller in accordance with Section 7(a). GRAVL will administer disputes, refunds, chargebacks, and processor fees in accordance with Section 7(a) and Section 8.

Election of Mode. Seller’s election of mode will be designated at enrollment or renewal, and may be updated with GRAVL’s approval. Seller acknowledges that its responsibilities for payments, refunds, and compliance differ materially depending on the mode elected.

GRAVL Discretion. GRAVL retains discretion to require MoR Mode for certain transactions or categories of Buyers where necessary for compliance, fraud prevention, or Platform risk management.

Seller’s election of mode will be designated at enrollment or renewal and may be updated with GRAVL’s approval. GRAVL retains discretion to require MoR Mode in certain transactions for compliance, risk, or audit reasons.

3. Legacy Buyers. Buyers with pre-existing institutional or commercial contracts may remain in Facilitator Mode until the earlier of (A) renewal of such contracts, or (B) mutual agreement to transition to MoR Mode.
4. Transition at Renewal. Upon renewal, renegotiation, or modification of an existing Buyer contract, GRAVL may require the Buyer to transition into MoR Mode. Seller agrees to cooperate with such transitions, provided GRAVL gives reasonable notice.
5. GRAVL Discretion. GRAVL retains sole discretion to determine shoulld seller operate whether transactions occur in Facilitator Mode or MoR Mode, taking into account institutional policies, compliance requirements, and Platform risk management.

(i) Stripe Fees. Stripe Fees are payable by Seller and are non-refundable, even in cases of order cancellation, dispute, chargeback, or refund, unless GRAVL is required by law to refund them.

(j) Enterprise Usage and Early Termination. Enterprise Sellers acknowledge that GRAVL invests substantial resources in onboarding, integration, and support. To protect the sustainability of the Platform, the following provisions apply to Enterprise subscriptions:

1. Early Termination Fee. If an Enterprise Seller terminates its subscription for convenience before the end of the initial contract year, or if GRAVL terminates for Seller’s uncured breach, Seller will pay an Early Termination Fee equal to fifty percent (50%) of the remaining Subscription Fees for that contract year. The parties agree this fee represents a reasonable estimate of GRAVL’s unrecovered onboarding and support costs, and is not a penalty.
2. Volume Adjustment. Enterprise Sellers may be eligible for preferential take-rates based on projected transaction volume, as specified in Seller’s enrollment confirmation or enterprise order form. If Seller’s actual transaction volume for a contract year is materially below the projected level, GRAVL may retroactively adjust Seller’s take-rate for that year to the standard rate published by GRAVL.
3. No General Commitment. Except as expressly stated in Seller’s enrollment confirmation or enterprise order form, no fixed “Minimum Volume Commitment” applies.
   
   

SECTION 6 – PURCHASE ORDERS (POs)

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(a) Review and Response. Seller must review each purchase order (“PO”) submitted through the Platform within a commercially reasonable time, and in no event later than ten (10) business days after submission. Seller must either approve or reject the PO within this period.

(b) Expiration. POs not approved or rejected within thirty (30) calendar days from submission will automatically expire, and the related order will be deemed canceled without liability to GRAVL.

(c) Rejection Requirements. If Seller rejects a PO, Seller must state the reason for rejection in the Platform (e.g., capacity constraints, service discontinuation, non-compliant request). GRAVL may log and track Seller’s rejections for audit and performance purposes.

(d) Reminders. GRAVL may send automated reminders regarding pending POs, but Seller remains solely responsible for timely action regardless of whether reminders are received.

(e) Binding Effect of Approval. Once approved by Seller, a PO constitutes a binding contract between Buyer and Seller, subject to these Seller Terms. GRAVL, in its role as Merchant of Record, will facilitate invoicing, payment collection, and Platform Fee deductions.

(f) Mode-Specific Treatment.

1. In MoR Mode, GRAVL issues invoices to Buyers, collects payment, deducts Platform Fees, and remits payouts to Seller.
2. In Facilitator Mode, Seller is responsible for issuing invoices to Buyers and remitting applicable Platform Fees to GRAVL.

(g) Disputes Over POs. Disputes relating to a PO (e.g., scope, acceptance, cancellation) must be resolved directly between Buyer and Seller. GRAVL may facilitate communication or administer refunds or credits in accordance with these Seller Terms, but GRAVL is not responsible for service performance disputes.

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SECTION 7 – PAYMENTS AND PAYOUTS

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(a) Merchant of Record (MoR) Mode. When operating in Merchant of Record (“MoR”) Mode (including Essential or Enterprise Sellers that elect MoR), GRAVL is the vendor of record for external transactions. GRAVL will issue invoices to Buyers, collect payments, deduct applicable Platform Fees, Stripe Fees, and Taxes, and remit the net balance to Seller. Payouts will be made in accordance with the Platform’s standard settlement schedule, subject to:

1. Refunds and Adjustments. GRAVL may withhold or offset amounts from payouts to cover refunds, chargebacks, disputes, or compliance adjustments under Section 8.
2. Compliance Holds. GRAVL may place reasonable holds on payouts where required by applicable law, KYC/AML review, or risk management. GRAVL will release such amounts promptly once the issue is resolved.
3. Finality. Payouts are not final until cleared funds have been received by GRAVL from the Buyer.

(b) Facilitator Mode. When operating in Facilitator Mode (including Base-tier Sellers and any Essential or Enterprise Sellers that elect Facilitator Mode), Seller remains the vendor of record. Seller is solely responsible for:

1. Invoicing and Collection. Issuing invoices directly to Buyers, collecting payments, and remitting applicable Platform Fees and Stripe Fees to GRAVL in accordance with Section 5. GRAVL may separately invoice Seller for such fees, which must be paid within thirty (30) days.
2. Refunds and Chargebacks. Managing refunds, chargebacks, reversals, and any associated processor fees directly with Buyers. GRAVL has no liability for such obligations.
3. Payment Processor Accounts. Maintaining its own payment processor account (e.g., Stripe) as required by the Platform. If Seller uses GRAVL’s Stripe Connect account, Seller authorizes GRAVL to debit Seller’s balance for all Platform Fees, processor fees, and refund obligations.
4. Audit and Verification. Providing GRAVL with transaction records upon request, and cooperating with any audit under Section 15 to verify compliance with this Section 7(b).

(c) Conditions to Payout. The payout provisions in this Section apply only in MoR Mode. In Facilitator Mode, GRAVL does not remit payouts to Seller; instead, Seller must remit applicable fees to GRAVL as provided in Section 5. In MoR Mode, payouts to Seller are contingent upon:

1. GRAVL’s successful collection of payment from the Buyer;
2. Deduction of Platform Fees and applicable Taxes under Section 5(d) and 5(e);
3. Completion of required order milestones in the Platform:

  (A) “Data Ready” status may trigger partial payout of completed line items;

  (B) “Completed” status is required for full payout of the order;

  (C) “Dispute” status will suspend payout until resolution;

4. Seller’s compliance with these Seller Terms and all incorporated policies; and
5. Seller’s timely completion of verification requirements requested by GRAVL or its payment processor, including Know Your Customer (KYC), Know Your Business (KYB), tax reporting, and anti-money laundering (AML) obligations.

Refund obligations under Section 8 take priority over payout eligibility under this Section 7. GRAVL may withhold or adjust payouts as necessary to reflect refunds or credits issued under Section 8.

(d) Timing of Fee Collection.

1. For credit card transactions, Platform Fees are collected at the time of successful payment  of order placement.
2. For purchase order transactions, Platform Fees are collected when GRAVL issues the invoice to the Buyer and invoice is paid.

If deduction is not possible, Seller remains liable for direct payment to GRAVL upon invoice.

(e) Payment Processing via Stripe. All payments are processed through Stripe Connect (or its successor). By using the Platform, Seller agrees to comply with Stripe’s terms of service and acknowledges that payouts and refunds are subject to Stripe’s settlement timelines and rules. GRAVL is not liable for delays or errors caused by Stripe or other third-party processors.

(f) Disputed Payments and Chargebacks. If a Buyer disputes a payment (including through a chargeback), GRAVL may withhold or claw back corresponding amounts from Seller’s payouts until the dispute is resolved. Seller must cooperate with GRAVL and/or payment processor in contesting chargebacks and provide supporting documentation upon request. If the dispute is resolved in the Buyer’s favor, GRAVL may deduct the disputed amount, plus any associated fees, from Seller’s future payouts.

(g) Currency and Conversion. Unless otherwise specified, all transactions are denominated in U.S. dollars. Seller is responsible for all costs, taxes, and losses associated with currency conversion if payouts are made in another currency.

(h) Setoff Rights. GRAVL may set off any amounts owed by Seller (including unpaid Platform Fees, refunds, or chargebacks) against payouts due to Seller.

(i) No Escrow or Fiduciary Relationship. GRAVL is not a bank, escrow agent, or fiduciary. Funds collected from Buyers are commingled with other GRAVL funds until disbursed. GRAVL’s sole obligation is to remit payouts as described in these Seller Terms.

(j) Delayed or Withheld Payouts. GRAVL and/or payment processor may delay, suspend, or withhold payouts in whole or in part if:

1. An order remains in “Dispute” status;
2. Seller has failed to update order statuses, log QC results, or upload deliverables;
3. Seller is in breach of these Seller Terms or any incorporated policy;
4. GRAVL reasonably determines that a payout would create a risk of fraud, chargeback, or regulatory violation; or
5. Seller has not completed required KYC, KYB, tax reporting, or AML verification processes.

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SECTION 8 – REFUNDS AND CANCELLATIONS

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(a) System of Record. The Platform is the system of record for all orders. Refunds, cancellations, and payout adjustments will be administered in accordance with the order’s lifecycle status as reflected in the Platform.

(b) Refund Logic. Refundability of Service Fees, Platform Fees, and Stripe Fees (each as defined in Section 1) depends on the order’s lifecycle status at the time of cancellation:

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(c) Stripe Fees. Stripe Fees are non-refundable once a payment has been processed, unless GRAVL is required by law to refund them.

(d) Platform Overrides. GRAVL may override refund outcomes for compliance, fraud prevention, Buyer protection, or dispute resolution. Any override decision will be documented in the Platform audit log. Seller must cooperate with any override, including by providing requested data and processing instructions.

(e) Seller Responsibility in Facilitator Mode. When operating in Facilitator Mode (including Base-tier Sellers and any Essential or Enterprise Sellers that elect Facilitator Mode), Seller is solely responsible for administering refunds, chargebacks, reversals, and associated processor fees directly with Buyers. Seller must bear all related costs, including Stripe Fees and processor charges, and GRAVL has no liability for such obligations. Refundability and timing of Platform Fees in Facilitator Mode are determined in accordance with Section 5(e).

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SECTION 9 – ORDER LIFECYCLE AND STATUS MANAGEMENT

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(a) System of Record. The Platform tracks and records the lifecycle of each order from initiation through final settlement. The order status reflected in the Platform is conclusive for purposes of payouts, refunds, and dispute resolution.

(b) Lifecycle Status Definitions. Orders progress through the following statuses:

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(c) Status Changes. Sellers must update the Platform promptly to reflect status changes. GRAVL may adjust order status automatically based on system events (including payment confirmation, file uploads, or Buyer acceptance) or override status for compliance, fraud prevention, or dispute resolution.

(d) Consequences of Status. Refunds, cancellations, and payout eligibility are determined in accordance with Section 8, based on the order’s lifecycle status.

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SECTION 10 – RESULTS UPLOAD AND DATA DELIVERY

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(a) Obligation to Upload. Seller must upload all results, reports, and deliverables generated in connection with an order directly to the Platform. Uploads must be completed in accordance with the timelines and service descriptions communicated to Buyers.

(b) Level of Upload. Seller must upload results at both the service level and, where applicable, the individual sample level. Each upload must be associated with the correct order, line item, or sample identifier to ensure traceability.

(c) Quality Control (QC) Association. Seller must record QC outcomes and associate them with the corresponding result files. QC records must include pass/fail designations and relevant performance metrics. QC data must be uploaded or linked alongside primary result files.

(d) Delivery Instructions. Seller must deliver results to Buyers in accordance with delivery instructions designated in the Platform, including but not limited to cloud endpoints, Globus, Amazon S3, or other supported integrations. Delivery via off-Platform channels (e.g., email, FTP) is prohibited unless expressly authorized by GRAVL in writing.

(e) Audit Trail. All uploads, QC associations, and deliveries must be logged in the Platform audit trail. Such logs will serve as the definitive record for disputes, refunds, and payout adjustments.

(f) Confidentiality of Buyer Data. Seller must treat all Buyer-provided data and generated results as Confidential Information under Section 16. Seller may not use Buyer results for any purpose other than fulfilling the order, except as permitted under Section 12 (Data Rights and Metadata Use).

(g) Retention. Seller is responsible for retaining Buyer results in accordance with institutional policies and applicable law. GRAVL may impose storage limits, archival practices, or automatic deletion schedules. GRAVL has no obligation to store results beyond the period necessary to operate the Platform.

(h) Consequences of Non-Compliance. Failure to timely upload or properly deliver results may result in:

1. Delay or suspension of payouts;
2. Buyer disputes;
3. Refunds or credits issued at Seller’s expense; or
4. Limitation, sSuspension or termination of Seller’s Platform access under Section 23 (Termination).

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SECTION 11 – SAMPLES, QC, AND RESUBMISSIONS

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(a) Sample Receipt. Seller must promptly acknowledge receipt of Buyer samples or materials in the Platform and update the order status to “Received.” Seller must record the condition of samples upon arrival, including any visible damage, contamination, or labeling issues.

(b) Sample Rejection. Seller may reject samples only for legitimate reasons, including but not limited to: insufficient quantity, improper labeling, contamination, damage during transit, or non-conformance with Seller’s published requirements. All rejections must be recorded in the Platform with the reason stated.

(c) Quality Control (QC) Testing. Seller must perform QC testing as specified in its service listings or institutional policies. QC outcomes must be logged in the Platform and linked to the specific samples and result files. QC records must include pass/fail designations and supporting metrics.

(d) Resubmission of Samples.

1. If a sample fails QC or is rejected, Buyer may resubmit replacement samples if permitted by Seller’s policies.
2. Resubmitted samples may either: (A) “catch up” to the original order workflow, or (B) be logged as a new order, depending on the stage of processing and Platform configuration.
3. Resubmissions must be linked in the Platform to the original order and fully recorded in the audit trail.

(e) Reruns and Credits.

1. If QC failure is due to Seller error, Seller must rerun the service or provide credits/refunds at Seller’s expense.
2. If QC failure is due to Buyer error or non-conformance, Seller is not obligated to rerun without charge. Seller may permit resubmission subject to additional charges.

(f) Audit Logging. All sample receipts, rejections, QC tests, resubmissions, and reruns must be recorded in the Platform audit trail. Off-Platform communications or resolutions will not be recognized by GRAVL for payout, refund, or dispute purposes.

(g) Consequences of Non-Compliance. Failure to properly record sample activity, QC outcomes, or resubmissions may result in:

1. Delay or suspension of payouts;
2. Refunds or credits issued at Seller’s expense;
3. Buyer disputes or negative performance records; or
4. Limitation, sSuspension or termination of Seller’s access under Section 23 (Termination).

SECTION 12 – DATA RIGHTS AND METADATA

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(a) Ownership of Service Data. Seller retains ownership of all Service Data generated from Seller’s provision of services through the Platform. “Service Data” means the scientific data, research results, and deliverables produced by Seller for Buyers. GRAVL makes no claim to ownership of Service Data.

(b) Metadata. GRAVL may collect and use operational metadata generated by the Platform in connection with orders, including without limitation information about instruments, workflows, turnaround times, quality-control metrics, transaction volumes, and demand signals (“Metadata”).

(c) License to Metadata. Seller grants GRAVL a non-exclusive, worldwide, royalty-free license, during the term of this Agreement and for a reasonable archival period thereafter, to use Metadata for the purposes of: (i) operating and improving the Platform; (ii) generating anonymized and aggregated benchmarks; and (iii) developing analytics and product features.

(d) Carve-Outs. Metadata does not include Service Data, underlying research results, or other data restricted by funder or institutional policies. GRAVL will not disclose or commercialize Metadata in a manner that identifies Seller or a Buyer without their prior written consent.

(e) Enterprise Options. Enterprise Sellers may request additional terms governing Metadata use, including the ability to opt out of third-party commercialization or to negotiate licensing or revenue-sharing arrangements. Any such modifications will be documented in Seller’s enterprise order form.

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SECTION 13 – COMPLIANCE AND CAPS DISCLAIMER

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(a) General Compliance. Seller must comply with all applicable international, federal, state, and local laws, rules, and regulations in connection with its use of the Platform and its provision of services, including but not limited to research integrity, privacy, biosafety, and data protection requirements.

(b) Export Controls. Seller represents and warrants that it (and its institution) is not located in, organized under, or a resident of any country or jurisdiction subject to U.S. embargo or comprehensive trade restrictions, and is not listed on any U.S. or foreign government restricted party list. Seller will not use the Platform to export or re-export services, data, or materials in violation of applicable export control laws.

(c) Grant and Funding Restrictions. Where Seller’s services are funded by government grants or other restricted funds, Seller is solely responsible for ensuring compliance with all applicable grant terms, funding conditions, and reporting obligations. GRAVL has no responsibility to monitor or enforce such restrictions.

(d) Private-Use and Tax-Exempt Caps. Seller acknowledges that GRAVL’s role as Merchant of Record is an operational and administrative function only. GRAVL does not monitor or enforce private use limitations, cost-sharing caps, or other restrictions imposed by funders, tax-exempt financing, or institutional policies. Seller is solely responsible for ensuring that its use of the Platform, including the allocation of service fees to internal or external Buyers, complies with all applicable caps, restrictions, and funding requirements.

For clarity, GRAVL disclaims any responsibility for determining whether transactions processed through the Platform cause or contribute to “private use” under federal tax regulations or violate institutional cost-allocation rules. Seller will indemnify GRAVL against any claims, liabilities, or penalties arising from Seller’s failure to comply with such requirements.

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Where Seller elects to remain Merchant of Record (Facilitator Mode), Seller bears sole responsibility for invoicing, tax collection, compliance with institutional procurement rules, and adherence to applicable funding or grant restrictions.

(e) Institutional Policies. Seller represents that its use of the Platform complies with its institutional procurement policies, funding rules, and compliance programs. Seller must notify GRAVL if any institutional restrictions would materially impact its ability to transact with Buyers on the Platform.

(f) KYC/AML Obligations. Seller must provide all information required by GRAVL or its payment processor to comply with Know Your Customer (KYC), Know Your Business (KYB), anti-money laundering (AML), and tax reporting obligations. GRAVL may suspend or withhold payouts until such information is provided and verified.

(g) Indemnity. Seller will indemnify and hold harmless GRAVL from any claims, penalties, losses, or damages arising from Seller’s failure to comply with applicable laws, grant restrictions, institutional rules, or regulatory caps, except to the extent caused solely by GRAVL’s willful misconduct.

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SECTION 14 – SUBSCRIPTION MANAGEMENT

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(a) Base Tier – Facilitator Mode. Use of the free Base tier is provided on a Facilitator Mode basis only. No subscription fee is charged for the Base tier, and the subscription obligations in Sections 14(b)–(h) do not apply to Base-tier Sellers. In Facilitator Mode, Seller remains solely responsible for invoicing, payment collection, and refund obligations, including any chargebacks, reversals, disputes, or processor fees imposed by payment processors (such as Stripe). GRAVL has no liability for payments, refunds, or disputes in Facilitator Mode. Sellers using the Base tier remain responsible for remitting applicable Platform Fees under Section 5.

(b) Subscription Tiers. Paid subscription tiers (e.g., Essential and Enterprise) provide additional features, support, and may include Merchant of Record functionality if elected by Seller at enrollment or renewal. The applicable tier, elected mode of operation (MoR or Facilitator), and associated fees will be identified at enrollment or renewal.

(c) Payment Methods. Seller must maintain valid and up-to-date payment methods (e.g., credit card, ACH, or institutional billing) in the Platform or Stripe connected account related to platform. By providing a payment method, Seller authorizes GRAVL to charge all subscription fees, Platform Fees, and other amounts due under these Seller Terms.

(d) Renewal and Auto-Renewal. Unless otherwise specified, paid subscriptions automatically renew at the end of each term. Seller may opt out by providing written notice at least thirty (30) days before renewal. Renewal is subject to GRAVL’s then-current fees and terms.

(e) Downgrades. Downgrades from a higher paid tier to a lower paid tier may occur only at the end of a subscription term. Downgrades may result in reduced features or loss of data. GRAVL is not liable for impacts of downgrades.

(f) SubscriptionSubscriptin Commitment. All Subscription Fees are billed at the startin advance of each subscription term and are non-refundable, except as required by law. Subscription Fees are consideration for access to the Platform and are independent of transaction volume or usage.

If Seller has entered into a multi-year subscription, Seller may elect not to renew beyond the first contract year by providing at least ninety (90) days’ written notice prior to the start of the next contract year. Cancellation during a contract year does not relieve Seller of its obligation to pay all Subscription Fees for that year.

Prepayment of Subscription Fees does not limit or replace Seller’s obligations with respect to any Early Termination Fee under Section 23(h).

(g) Non-Payment and Suspension. If Seller fails to pay fees when due, GRAVL may (i) suspend access to the Platform, (ii) withhold payouts, or (iii) terminate Seller’s access under Section 23. GRAVL may charge late fees or interest at the lesser of 1.5% per month or the maximum rate permitted by law.

(h) Changes to Subscription Terms. GRAVL may revise subscription tiers, features, or fees at any time. GRAVL will provide reasonable notice of material changes. Seller’s continued use of the Platform after the effective date constitutes acceptance.

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SECTION 15 – INSURANCE AND AUDIT RIGHT

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(a) Insurance Requirements. Seller must maintain, at its own expense, commercially reasonable insurance coverage consistent with industry standards and its institutional policies. At a minimum, Seller shall maintain:

1. General Liability Insurance sufficient to cover bodily injury, property damage, and related risks;
2. Professional Liability or Errors & Omissions Insurance covering acts, errors, or omissions in the provision of services; and
3. Workers’ Compensation Insurance as required by applicable law.

(b) Certificates of Insurance. Seller must provide GRAVL with certificates of insurance or other evidence of coverage upon request.

(c) Failure to Maintain Insurance. Failure to maintain required coverage or provide proof upon request constitutes a material breach of these Seller Terms and may result in suspension or termination under Section 23.

(d) Audit Rights. GRAVL may audit Seller’s records, systems, and Platform usage, with reasonable notice and during normal business hours, to confirm compliance with these Seller Terms. Audits may cover, without limitation:

1. Payment of Platform Fees;
2. Order status updates, cancellations, and dispute records;
3. QC result logging and results uploads;
4. Metadata reporting; and
5. Tax handling, including provision and validity of exemption certificates and Seller’s compliance with state and local sales tax obligations.

(e) Audit Method. Audits may be conducted remotely (via electronic record review) or on-site if necessary. GRAVL will conduct audits in a commercially reasonable manner to minimize disruption to Seller’s operations.

(f) Costs of Audit. If an audit reveals underpayment, invalid exemption claims, or material non-compliance, Seller must promptly cure the deficiencies and reimburse GRAVL for the reasonable costs of the audit. If no material deficiencies are found, GRAVL will bear its own audit costs.

(g) Retention of Records. Seller must retain complete and accurate records relating to orders, fees, cancellations, QC, and compliance with these Seller Terms for a minimum of three (3) years, or longer if required by law or institutional policy.

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SECTION 16 – CONFIDENTIALITY

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(a) Confidential Information Defined. “Confidential Information” means any non-public information disclosed by GRAVL, Seller, or a Buyer that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: Buyer-provided data and results, service descriptions, protocols, pricing, business and financial information, institutional policies, and GRAVL’s Platform design, functionality, and operations.

(b) Exclusions. Confidential Information does not include information that:

1. Is or becomes publicly available without breach of these Seller Terms;
2. Was known to the receiving party prior to disclosure;
3. Is received lawfully from a third party without restriction; or
4. Is independently developed without reference to the disclosing party’s Confidential Information.

(c) Obligations. Each party agrees to:

1. Use the other party’s Confidential Information only as necessary to perform obligations or exercise rights under these Seller Terms;
2. Maintain the confidentiality of such information with at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care); and
3. Not disclose such information to third parties except as permitted in this Section 16.

(d) Permitted Disclosures. Confidential Information may be disclosed:

1. To employees, contractors, and agents of the receiving party who have a need to know such information and are bound by confidentiality obligations at least as restrictive as these Seller Terms;
2. As required by law, regulation, or court order, provided that the receiving party gives prompt notice (unless prohibited) to the disclosing party to allow protective measures; and
3. By GRAVL, in aggregated or de-identified form, for purposes described in Section 12 (Data Rights and Metadata Use).

(e) Buyer Data. Seller acknowledges that Buyer-provided data, samples, and research results constitute Confidential Information. Seller must use such information solely for fulfilling the relevant order and may not use Buyer data for other purposes except as expressly permitted under these Seller Terms.

(f) Survival. Confidentiality obligations under this Section 16 will survive termination of these Seller Terms for five (5) years, except that obligations relating to trade secrets and Buyer data will survive indefinitely until such information enters the public domain or is lawfully released.

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SECTION 17 – INTELLECTUAL PROPERTY AND BRANDING

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(a) Seller Intellectual Property. Seller retains all right, title, and interest in and to its intellectual property, including without limitation its services, methodologies, protocols, data, reports, trademarks, logos, and copyrighted materials (“Seller IP”). Nothing in these Seller Terms transfers ownership of Seller IP to GRAVL or Buyers.

(b) GRAVL Intellectual Property. GRAVL retains all right, title, and interest in and to the Platform, including without limitation its software, algorithms, databases, interfaces, documentation, designs, trademarks, logos, and copyrighted materials (“GRAVL IP”). Seller acquires no ownership or other rights in GRAVL IP except as expressly provided in these Seller Terms.

(c) License from Seller to GRAVL. Seller grants GRAVL a limited, worldwide, non-exclusive, royalty-free, revocable license during the term of these Seller Terms to use Seller’s name, trademarks, service descriptions, and related content solely for:

1. Operating Seller’s storefront on the Platform;
2. Facilitating Buyer discovery and ordering of Seller’s services; and
3. Marketing and promoting Seller’s services through the Platform.

This license survives termination to the extent GRAVL must reference Seller in historical transaction records or audit trails.

(d) License from GRAVL to Seller. GRAVL grants Seller a limited, non-exclusive, non-transferable, revocable license to use the Platform during the term of these Seller Terms in accordance with GRAVL’s documentation and policies. This license does not permit reverse engineering, copying, modification, or creation of derivative works of the Platform.

(e) Use of Buyer Content. Seller may use Buyer-provided data and content solely for fulfilling the Buyer’s order, and for no other purpose, except as expressly permitted under these Seller Terms.

(f) Feedback. If Seller provides GRAVL with suggestions, feedback, improvements, or recommendations regarding the Platform (“Feedback”), GRAVL may freely use, exploit, and commercialize such Feedback without restriction or obligation to Seller.

(g) Survival. The licenses granted under this Section 17 survive termination of these Seller Terms to the extent necessary for GRAVL to operate the Platform, maintain historical records, comply with applicable law, and use Feedback.

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SECTION 17A – ADOPTION AND LAUNCH OBLIGATIONS (Essential and Enterprise Sellers)

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For Sellers participating in paid subscription tiers (Essential or Enterprise), the following adoption and launch obligations apply in addition to Section 17 (Intellectual Property and Branding):

(a) Default Ordering Channel. Seller agrees that, from the Effective Date of onboarding, GRAVL will serve as the default ordering channel for Seller’s services under the applicable subscription tier. Seller will direct all new orders and inquiries to its GRAVL storefront and will not encourage Buyers to transact off-platform, except as expressly permitted under these Seller Terms.

(b) Launch Communication. Within thirty (30) days of onboarding, Seller will notify its existing research users, laboratories, and institutional stakeholders that Seller’s services are now available for ordering through GRAVL. Such notice may include an email announcement, institutional newsletter, website posting, or other method customary to Seller’s institution.

(c) Website and Catalog Presence. Seller will maintain a prominent link or reference to its GRAVL storefront on its institutional service webpage, digital service catalog, or equivalent resource, directing users to order through the Platform.

(d) Co-Branding of Materials. Seller will include GRAVL-provided links, logos, or templates in service communications such as quotes, invoices, or promotional materials, subject to institutional approval.

(e) Launch Event or Announcement. Seller will participate in at least one mutually agreed launch initiative within ninety (90) days of onboarding (e.g., institutional newsletter, seminar, or webinar) to promote awareness of its storefront on the Platform.

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SECTION 18 – DISPUTE HANDLING AND COOPERATION

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(a) General Obligation. Seller must cooperate in good faith with GRAVL and Buyers to resolve disputes regarding orders, including issues relating to quality, timeliness, completeness, or compliance.

(b) Documentation and Evidence. Seller must preserve and provide upon request all records relevant to a disputed order, including:

1. Order confirmations and service descriptions;
2. QC test results and associated metrics;
3. Sample receipt logs and condition reports;
4. Communications with Buyers; and
5. Data uploads, delivery confirmations, and audit trail entries.

(c) Platform Audit Trail. The Platform audit trail, including status changes, QC entries, and upload logs, will be the definitive system of record in resolving disputes. Seller must ensure all actions are recorded in the Platform to preserve its rights.

(d) Chargebacks and Payment Disputes. If a Buyer disputes a payment through its payment provider (including chargebacks), treatment will depend on the mode of operation:

• MoR Mode. GRAVL may withhold or recover corresponding amounts from Seller’s payouts until the dispute is resolved, and Seller must provide documentation to assist GRAVL in contesting such disputes. If the dispute is resolved in the Buyer’s favor, GRAVL may deduct the disputed amount, plus any associated fees, from Seller’s future payouts, in accordance with Section 7(a) and Section 8.
• Facilitator Mode. Seller, as Merchant of Record, is solely responsible for contesting and resolving chargebacks, reversals, or disputes directly with Buyers and their payment processors. Seller bears all related costs, including refund amounts, Stripe Fees, and processor charges, in accordance with Section 7(b) and Section 8(e).

(e) GRAVL’s Role. GRAVL may facilitate dispute resolution by reviewing evidence, mediating communications, and administering refunds, credits, or payout adjustments. GRAVL is not an adjudicator of scientific performance or research outcomes and does not guarantee Buyer satisfaction.

(f) Failure to Cooperate. If Seller fails to cooperate in resolving disputes, GRAVL may (i) withhold payouts, (ii) issue refunds or credits at Seller’s expense, (iii) record Seller’s performance deficiencies, and/or (iv) suspend or terminate Seller’s Platform access under Section 23.

(g) Final Determination. GRAVL’s decision regarding refunds, credits, and payout adjustments will be final and binding.

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SECTION 19 – PROHIBITED USES

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(a) General Prohibition. Seller may not use the Platform for any unlawful, unauthorized, fraudulent, or unethical purpose, or in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use.

(b) Specific Prohibited Conduct. Without limiting subsection (a), Seller must not:

1. Use the Platform in violation of any applicable law, rule, or regulation;
2. Infringe upon or misappropriate GRAVL’s intellectual property or the intellectual property of any third party;
3. Submit false, misleading, or incomplete information in listings, QC logs, results uploads, or communications;
4. Manipulate order statuses or audit records;
5. Harass, abuse, threaten, defame, slander, disparage, or discriminate against Buyers, other Sellers, or GRAVL personnel;
6. Upload, post, or transmit any viruses, malware, or malicious code;
7. Scrape, spider, crawl, or use automated means to access or collect data from the Platform without GRAVL’s prior written consent;
8. Collect, store, or attempt to access Buyer data except as expressly authorized for fulfilling orders;
9. Circumvent or attempt to circumvent Platform Fees, including steering Buyers to off-Platform transactions, in violation of Section 5(f);
10. Interfere with or attempt to bypass Platform security features; or
11. Use the Platform for any obscene, immoral, or otherwise objectionable purpose.

(c) Institutional Integrity. Seller must not use the Platform in violation of its own institutional policies, funding restrictions, or conflict-of-interest rules.

(d) Enforcement. GRAVL reserves the right to monitor Seller activity and enforce this Section 19. GRAVL may suspend, restrict, or terminate Seller’s Platform access immediately upon suspected violation, in addition to pursuing other remedies.

(e) Application of Buyer Terms. All prohibitions applicable to Buyers under the Buyer Terms of Use apply mutatis mutandis to Sellers, with necessary modifications to reflect Seller’s role.

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SECTION 20 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

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(a) Platform Provided “As Is.” The Platform and all related services are provided to Seller on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

(b) Disclaimed Warranties. To the maximum extent permitted by law, GRAVL disclaims all warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, non-infringement, and any warranties arising from course of dealing or trade usage.

(c) No Warranty on Services or Outcomes. GRAVL does not warrant, represent, or guarantee that:

1. Buyer orders will meet Seller’s expectations;
2. Buyer-provided samples, materials, or data will conform to Seller requirements;
3. Seller’s services will meet Buyer’s expectations or be error-free; or
4. The Platform will be uninterrupted, secure, or free of defects.

(d) Third-Party Services. GRAVL is not responsible for delays, failures, or damages caused by third-party service providers, including payment processors (e.g., Stripe), hosting providers, data transfer services (e.g., Globus, S3), shipping carriers, or telecommunications providers.

(e) Seller Responsibility. Seller acknowledges that it is solely responsible for the services it provides through the Platform. GRAVL does not control, supervise, or validate the quality or outcomes of Seller’s services, and GRAVL disclaims liability for such services.

(f) Limitation of Liability. To the maximum extent permitted by law, GRAVL and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, arising out of or relating to these Seller Terms, even if advised of the possibility.

(g) Aggregate Liability Cap. Except as set forth in Section 21 (Indemnification) or for Seller’s payment obligations, GRAVL’s total aggregate liability arising out of or related to these Seller Terms will not exceed the greater of (i) one hundred dollars (US $100), or (ii) the total Platform Fees actually paid by Seller to GRAVL during the twelve (12) months immediately preceding the event giving rise to the claim.

(h) Jurisdictional Carve-Out. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, GRAVL’s liability will be limited to the maximum extent permitted by law.

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SECTION 21 – INDEMNIFICATION

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(a) Seller Indemnity. Seller will indemnify, defend, and hold harmless GRAVL, its affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, the “GRAVL Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Seller’s services, including the performance, quality, completeness, or outcomes of such services;
2. Seller’s listings, descriptions, communications, or content published through the Platform;
3. Seller’s breach of these Seller Terms or violation of any incorporated policies;
4. Seller’s failure to comply with applicable laws, regulations, funding restrictions, or institutional policies;
5. Seller’s negligence, fraud, or willful misconduct; and
6. Disputes between Seller and Buyers, except to the extent caused solely by GRAVL’s willful misconduct or fraud.

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(b) Indemnification Procedures. GRAVL will promptly notify Seller of any claim subject to indemnification, provided that failure to give timely notice will not relieve Seller of its obligations except to the extent Seller is materially prejudiced. Seller will control the defense and settlement of such claim with counsel reasonably acceptable to GRAVL, provided that:

1. GRAVL may participate with its own counsel at its own expense;
2. Seller may not settle any claim without GRAVL’s prior written consent if the settlement admits liability on GRAVL’s part or imposes obligations beyond monetary payment; and
3. If Seller fails to promptly assume defense, GRAVL may control the defense and Seller will remain responsible for all costs and liabilities.

(c) GRAVL Indemnity. GRAVL will indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, and employees from and against any third-party claims, damages, liabilities, and expenses arising out of or related to GRAVL’s fraud, gross negligence, or willful misconduct in connection with the Platform.

(d) Exclusive Remedy. The indemnification rights and obligations set forth in this Section 21 are the parties’ exclusive remedies with respect to third-party claims subject to indemnification.

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SECTION 22 – SEVERABILITY
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(a) General Rule. If any provision of these Seller Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be enforced to the maximum extent permissible under applicable law, and the remaining provisions will remain in full force and effect.

(b) Narrow Construction. Wherever possible, a provision found to be invalid, illegal, or unenforceable will be construed and enforced in a manner that gives effect to the intent of the parties as reflected in these Seller Terms.

(c) Substitution. If any provision is found to be wholly unenforceable, the parties will negotiate in good faith to replace it with a valid provision that most closely reflects the original intent. If the parties cannot agree, the invalid provision will be severed, and the remainder of these Seller Terms will continue in effect.

(d) No Waiver of Other Rights. The determination that any provision is invalid or unenforceable will not affect or impair the validity or enforceability of any other provision of these Seller Terms.

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SECTION 23 – TERMINATION

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(a) Termination by Seller. Seller may terminate these Seller Terms at any time by providing written notice to GRAVL and ceasing use of the Platform. Termination by Seller does not relieve Seller of its obligations for (i) orders already accepted, (ii) amounts owed to GRAVL, or (iii) obligations that survive under subsection (f).

(b) Termination by GRAVL for Cause. GRAVL may terminate or suspend Seller’s access to the Platform, in whole or in part, immediately upon notice if:

1. Seller breaches these Seller Terms or any incorporated policies;
2. Seller fails to pay fees when due;
3. GRAVL reasonably determines Seller poses a risk to Buyers, GRAVL, or the Platform;
4. Seller engages in fraud, misconduct, or unlawful activity; or
5. GRAVL discontinues or materially modifies its business operations.

(c) Termination by GRAVL for Convenience. GRAVL may terminate these Seller Terms, or Seller’s access to the Platform, for convenience and without cause upon thirty (30) days’ written notice. GRAVL will not be liable for termination under this subsection beyond remitting payouts properly due for completed orders prior to termination.

(d) Suspension. GRAVL may suspend Seller’s access to the Platform as an interim measure while investigating suspected violations or disputes. Suspension does not relieve Seller of obligations and may precede termination.

(e) Effect of Termination. Upon termination, Seller must:

1. Immediately cease initiating new activity on the Platform. Seller may retain access to historical records (e.g., invoices, messages) as reasonably required to complete accepted orders or comply with obligations.
2. Complete or cooperate in the orderly transfer of all accepted but unfinished orders;
3. Return or destroy GRAVL Confidential Information; and
4. Remove references to GRAVL or the Platform from its communications and materials.

(f) Survival of Obligations. Termination does not affect obligations incurred prior to termination. The following survive termination: Section 3(f) (Data Retention and Backups), Section 12 (Data Rights and Metadata Use), Section 16 (Confidentiality), Section 17 (Intellectual Property and Branding), Section 18 (Dispute Handling), Section 20 (Disclaimer of Warranties; Limitation of Liability), Section 21 (Indemnification), Section 22 (Severability), Section 23 (Termination), Section 24 (Entire Agreement), Section 25 (Governing Law), and Section 28 (Incorporation by Reference).

(g) No Liability for Termination. Neither GRAVL nor Seller will be liable to the other for termination in accordance with this Section 23, provided Seller remains responsible for obligations accrued prior to termination and GRAVL remains responsible for payouts properly due.

(h) Order-Level Cancellation Authority; Early Termination by Enterprise Sellers.

(a) Order-Level Cancellation Authority. Without limiting Section 23(b) or 23(c), GRAVL may cancel individual orders (separate from termination of these Seller Terms) for compliance, risk, fraud prevention, or dispute-resolution reasons. Order-level cancellations will be handled under Section 8. GRAVL’s cancellation decision and refund action will be documented in the Platform audit log, and any related payout holds or adjustments will be made in accordance with Sections 7 and 8.

(b) Early Termination by Enterprise Sellers. If an Enterprise Seller terminates this Agreement for convenience before the end of the contracted period, or if GRAVL terminates for Seller’s uncured breach, the following apply:

1. Subscription Fees. All Subscription Fees for the contracted period remain fully due and payable and are non-refundable. Prepayment of Subscription Fees does not limit or replace Seller’s obligations with respect to the Early Termination Fee.
2. Early Termination Fee. Seller will pay GRAVL an Early Termination Fee determined according to the schedule below. The applicable bracket is based on Seller’s average monthly external transaction volume during the shorter of (i) the six (6) months preceding termination, or (ii) all completed months of the contract period to date, annualized.

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3. Purpose. The parties agree the amounts due under this Section represent a reasonable pre-estimate of GRAVL’s damages from early termination, including unrecovered onboarding and integration costs as well as the loss of expected platform utilization, and are intended as an Early Termination Fee, not a penalty.

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SECTION 24 – ENTIRE AGREEMENT

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(a) Integration. These Seller Terms, together with any policies, schedules, and addenda expressly incorporated by reference (including GRAVL’s Refund Policy, Cancellation Policy, Subscription Policy, Privacy Policy, and the GRAVL Platform Terms of Use (For Buyers)), constitute the entire agreement between Seller and GRAVL regarding Seller’s use of the Platform.

(b) Supersession. These Seller Terms supersede all prior or contemporaneous agreements, negotiations, communications, and understandings, whether oral or written, relating to the subject matter herein, except where Seller and GRAVL have executed a separate written agreement signed by both parties (such as an enterprise master agreement).

(c) Waiver. The failure of GRAVL to exercise or enforce any right or provision of these Seller Terms will not constitute a waiver of such right or provision.

(d) Headings. Headings are included for convenience only and will not affect interpretation of these Seller Terms.

(e) Construction. Any ambiguities in the interpretation of these Seller Terms will not be construed against GRAVL as the drafting party.

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SECTION 25 – GOVERNING LAW

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(a) Choice of Law. These Seller Terms, and any dispute, claim, or controversy arising out of or relating to them, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

(b) Jurisdiction and Venue. Seller agrees that the state and federal courts located in the State of Delaware will have exclusive jurisdiction over any suit, action, or proceeding arising out of or relating to these Seller Terms. Seller irrevocably submits to the jurisdiction of such courts and waives any objection to venue or forum non conveniens.

(c) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE SELLER TERMS.

(d) Equitable Relief. Seller acknowledges that a breach of certain obligations under these Seller Terms (including Sections 12 (Data Rights and Metadata Use), 16 (Confidentiality), and 17 (Intellectual Property and Branding)) may cause irreparable harm to GRAVL for which monetary damages would be inadequate. Accordingly, GRAVL may seek injunctive or equitable relief in any court of competent jurisdiction, in addition to any other remedies available at law or equity.

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SECTION 26 – CHANGES TO SELLER TERMS

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(a) Right to Modify. GRAVL reserves the right, at its sole discretion, to update, change, or replace any part of these Seller Terms at any time.

(b) Notice of Changes. GRAVL will provide notice of material changes by posting an updated version of these Seller Terms on the Platform and updating the “Last Updated” date at the top of the document. GRAVL may also, but is not obligated to, notify Sellers by email or through the Platform.

(c) Effective Date. Unless otherwise specified, changes take effect immediately upon posting. Certain changes, including modifications to fees, may specify a future effective date.

(d) Continued Use as Acceptance. Seller’s continued access to or use of the Platform after the effective date of revised Seller Terms constitutes acceptance of such changes. If Seller does not agree to the revised terms, Seller must stop using the Platform.

SECTION 27 – CONTACT INFORMATION

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(a) General Inquiries. Questions regarding these Seller Terms or the Platform should be directed to GRAVL’s support team at support@gravl.io.

(b) Legal Notices to GRAVL. Formal legal notices to GRAVL must be delivered in writing to:

GRAVL, Inc.

55 Court Street, 2nd Floor

Boston, MA 02109

United States of America

Attn: Legal Department

(c) Notices from GRAVL to Seller. GRAVL may provide notices to Seller via email, the Platform, or by posting updates at www.gravl.io. Seller is responsible for maintaining accurate contact information in its Platform account and regularly reviewing communications provided by GRAVL.

(d) Consent to Electronic Communications. Seller consents to receive all notices, disclosures, and communications electronically. Electronic communications will satisfy any legal requirement that such communications be in writing.

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SECTION 28 – INCORPORATION BY REFERENCE

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(a) Buyer Terms. The GRAVL Platform Terms of Use (For Buyers), as amended from time to time, are incorporated into these Seller Terms by reference and apply mutatis mutandis to Sellers, except where expressly superseded by these Seller Terms.

(b) Policies and Addenda. The following GRAVL policies and documents, as posted on the Platform and updated from time to time, are incorporated by reference into these Seller Terms:

1. Refund Policy;
2. Order Cancellation Policy;
3. Subscription Management Policy;
4. Privacy Policy; and
5. Any other Platform policies or schedules that expressly state they are incorporated herein.

(c) Order of Precedence. In the event of a conflict:

1. A separately executed written agreement signed by both Seller and GRAVL (such as an enterprise master agreement) will control;
2. These Seller Terms will control over incorporated policies, except where a policy expressly provides otherwise; and
3. Incorporated policies will control over FAQs, knowledge base articles, or non-binding guidance.

(d) Acknowledgment. Seller acknowledges and agrees that the policies and documents listed in this Section 28 are binding and form an integral part of these Seller Terms.

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