Terms of Service and Limited Liability Agreement

Last Updated: July 28, 2025

Gavelbase LLC, doing business as Gavelbase (“Gavelbase,” “we,” “us,” or “our”), provides a software-as-a-service platform (the “Platform”) enabling businesses (“Members,” "Crew Member," “you,” or “your”) to create, manage, and operate online marketplaces and auctions and to list to third-party channels. By accessing or using the Platform (including any SDKs, APIs, documentation, websites, and related services), you agree to these Terms of Service and Limited Liability Agreement (the “Terms”). If you do not agree, do not use the Platform.

1. Overview of Gavelbase Services

Gavelbase provides tools for: marketplace creation, inventory and warehouse/location tracking, consignor/crew accounts, cross-listing to third parties (e.g., eBay) and other Gavelbase-powered sites, live auctions/auto-bidding, Stripe Connect payments, fee configuration, messaging, and related analytics. Gavelbase is a software provider only and does not act as seller, buyer, broker, agent, custodian, merchant of record, tax remitter, or payment processor.

2. Provision of Tools vs. Performance of Services

2.1 Tools

Platform tools may assist with tax settings, fee application, categorization, inventory, communications, PII collection (via Stripe), etc. Tools are provided for your discretion and configuration.

2.2 Your Responsibility

You alone are responsible for: (a) correct configuration/use; (b) verifying accuracy/legality of outputs (tax, fees, PII, listings); (c) legal compliance; and (d) disputes/errors/liabilities from your use. We do not perform these tasks on your behalf or guarantee results.

3. Acceptance of Terms

By registering, accessing, or using, you accept these Terms on behalf of yourself and any entity you represent, and you warrant authority to bind that entity.

4. Eligibility

You must be (i) 18+ or age of majority; (ii) a lawful business or individual authorized to conduct business; (iii) compliant with applicable laws; and (iv) provide accurate registration details. We may refuse service at our discretion.

5. Scope of Services

5.1 SaaS

You may: create/manage marketplaces; manage inventory/consignors/crew; cross-list to third parties and Gavelbase-powered sites; run live auctions/auto-bidding; process payments via Stripe Connect; configure fees; track warehouses/locations; enable messaging.

5.2 No Ownership or Transactional Role

We do not own or take custody of inventory, act as a party to transactions, calculate/collect/remit taxes, store/process card data or PII directly, or guarantee transaction completion, accuracy, or legality.

5.3 Third-Party Integrations

You must comply with third-party terms (e.g., Stripe, eBay). We are not liable for their actions, outages, policies, data practices, or fees.

6. Payments, PII, and PCI

6.1 Stripe Connect; PII

All payment processing and storage of PII are handled by Stripe Connect. We do not store/process payment data or PII directly, nor act as payment processor, merchant of record, or PII controller.

6.2 PCI DSS

We use Stripe’s secure components (e.g., Elements, tokenization). Your obligations include any PCI responsibilities in your own systems and complying with Stripe’s requirements.

6.3 Your Responsibilities

Maintain your Stripe account, comply with Stripe terms, handle disputes/chargebacks/fraud, and comply with privacy/consumer laws (e.g., GDPR/CCPA) including consents and disclosures.

7. Member Responsibilities

7.1 Laws

You are solely responsible for compliance (tax, privacy, consumer, e-commerce, auction, payments, import/export, sanctions).

7.2 Taxes

We do not calculate/collect/remit taxes. You must determine, collect, remit, and report all applicable taxes.

7.3 Listings & Conduct

You are responsible for your content (listings, text, images, data) and agree not to post unlawful/infringing content or engage in fraud/deception/illegal transactions or privacy/IP violations.

7.4 Account Security

Protect your credentials (including API keys). Notify us and Stripe immediately of suspected compromise.

7.5 Use of Tools

You are responsible for configuration, legal compliance, accuracy of outputs, and any resulting disputes.

8. Fees and Pricing

8.1 Subscription

We charge subscription fees per your plan (monthly/annual/other).

8.2 Changes

We may modify fees with ≥30 days’ notice. Continued use is acceptance.

8.3 Transaction/Network Fees

Your marketplace may configure its own fees. Separately, Gavelbase may charge network routing, cross-listing, and/or success-based fees on any sale that is listed, synchronized, routed, or otherwise facilitated by the Platform, whether completed on a Gavelbase-powered site or a third-party channel. You agree not to circumvent these fees (see §14.4). You are responsible for disclosing your own marketplace fees to your users.

8.4 Processor Fees

Stripe fees are separate and your responsibility.

8.5 Non-Payment

Non-payment may lead to suspension or termination; we are not liable for resulting losses.

9. Intellectual Property; License; Restrictions

9.1 Our IP

The Platform (software, architecture, databases, schemas, APIs, SDKs, prompts, models, AI pipelines, documentation, designs, UI, brand, and Service Data and Network Data described below) is the proprietary property and trade secret of Gavelbase or its licensors, protected by IP laws. All rights not expressly granted are reserved.

9.2 Your License

Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access/use the Platform solely to operate your marketplace and related business purposes.

9.3 Restrictions (Critical)

You shall not:

• copy, modify, adapt, translate, create derivative works of, or reverse engineer, decompile, disassemble, or attempt to derive source code, models, or underlying ideas of the Platform;

• access the Platform to build, train, benchmark, or improve a competing product or service, or to benchmark or publish performance/availability comparisons without our prior written consent;

• remove proprietary notices or circumvent security/technical protections;

• scrape, harvest, mine, or bulk-export data except via our documented APIs within granted rate limits;

• exceed rate limits, use robots/spiders, or use the Platform in a manner that degrades it for others;

• resell, lease, sublicense, or otherwise make the Platform available to third parties except as permitted for your own marketplace operations;

• misuse APIs or fail to rotate/secure keys;

• use any non-public features or documentation except as authorized;

• use the Platform for illegal, harmful, or high-risk activities.
  We may immediately suspend or terminate for violations.

9.4 Feedback

Suggestions, ideas, or feedback you provide are assigned to Gavelbase. If assignment is not enforceable, you grant a perpetual, irrevocable, worldwide, royalty-free license for us to use them without restriction.

9.5 Open-Source Components

Certain components may be provided under open-source licenses. Those licenses govern the components; these Terms govern the Platform as a whole.

10. Content; Data Use; Generated Content

10.1 Member Content

You retain ownership of Member Content (listings, images, descriptions) you upload or input. You grant Gavelbase a non-exclusive, worldwide, royalty-free license to host, reproduce, adapt, transmit, display, distribute, and create derivative works of Member Content as necessary to operate, improve, secure, and provide the Platform, to support cross-listing/routing, and to comply with law. This license includes sublicensing to our subprocessors and redistribution to third-party channels as directed by your configurations.

10.2 Service Data; Network Data

• Service Data: operational, diagnostic, usage, telemetry, logs, performance, and de-identified statistics generated by the Platform.

• Network Data: non-PII marketplace-level data derived from cross-listing, routing, and inventory synchronization (e.g., listing metadata, category mappings, anonymized pricing/velocity curves, deduplication signals), excluding your confidential business terms and PII.
  We own Service Data and Network Data and may use them to operate, secure, analyze, and improve the Platform, develop new features, prevent fraud/abuse, and produce aggregated/anonymized insights. We will not disclose your identifiable business operations except: (i) to provide the services you request, (ii) as required by law, or (iii) with your consent.

10.3 AI/Generated Content

Where the Platform generates content (titles, descriptions, attributes, images, etc.) from your inputs, as between you and us, you own outputs for your lawful business use, subject to third-party rights and applicable law. You grant us the rights necessary to generate, cache, transmit, and improve such features (including model tuning on de-identified data), unless you opt out where we provide that choice.

10.4 Takedowns; DMCA

We respond to notices under the DMCA and similar regimes. We may remove or disable access to content alleged to infringe and may terminate repeat infringers. Submit notices to support@gavelbase.com.

11. Data Privacy and Security

11.1 PII

PII is collected/stored by Stripe Connect. You must obtain required consents and provide required notices under privacy laws (e.g., GDPR/CCPA). Our Privacy Policy is incorporated by reference.

11.2 Security

We implement reasonable security measures appropriate for a SaaS provider. No system is perfectly secure, and we do not guarantee absolute security. You must secure your systems, accounts, and devices. Except for our gross negligence or willful misconduct, we are not liable for breaches or incidents.

11.3 Confidentiality

Each party may access the other’s non-public information (“Confidential Information”). The receiving party must protect it using at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and subprocessors bound by obligations of confidentiality. Trade secrets remain protected as long as they remain trade secrets.

12. API and Developer Terms

Use only documented endpoints; respect rate limits; keep keys confidential; rotate keys when instructed; do not share keys outside your organization; stop using deprecated endpoints by the deprecation date; and comply with all security requirements. We may monitor usage and throttle/suspend abusive or unsafe calls.

13. Availability; Modifications; Beta

The Platform may change, be updated, or be discontinued (features, limits, interfaces, and documentation) with or without notice. Beta or pre-release features are provided “AS IS,” may be disabled at any time, and may never reach GA.

14. Network Distribution; Listings Control; Non-Circumvention

14.1 Redistribution License

To enable your cross-listing and network effects, you grant Gavelbase the rights to store, index, transform, distribute, syndicate, and route your listings (and necessary extracts thereof) across: (a) your selected third-party marketplaces; and (b) other Gavelbase-powered sites and discovery surfaces you opt into or that are necessary to complete in-flight transactions and prevent fraud/duplicates.

14.2 Post-Termination Handling

Upon termination, we may retain archival copies to meet legal obligations and maintain logs/Service Data. We may retain and continue to display listings and transactional records as reasonably necessary to complete in-flight or post-sale obligations, resolve disputes, comply with law, and maintain audit trails.

14.3 Fee Capture

Where a sale occurs that was listed/synchronized/routed/fulfilled through the Platform (including third-party channels), you authorize Gavelbase to calculate and charge applicable network or success-based fees pursuant to your plan or a separate order form.

14.4 Non-Circumvention

You shall not circumvent or attempt to circumvent Gavelbase’s routing, metering, or fee mechanisms, including by re-posting or re-routing listings outside the Platform to avoid fees that would otherwise be due. We may implement technical measures (signatures, watermarks, identifiers) to enforce routing and detect circumvention.

Note: This section is intended to protect the integrity of the distribution network and fee capture. It is not intended to restrict lawful competition or violate applicable antitrust laws.

15. Intellectual Property Claims; Indemnity by Member

You represent and warrant that you have all rights necessary to use and authorize use of Member Content and that your content and use of the Platform do not infringe third-party rights or violate law. You will indemnify, defend, and hold harmless Gavelbase and its affiliates, officers, directors, employees, and agents from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your content; (b) your use/misuse of the Platform; (c) your violations of law or these Terms; (d) your tax/payment/privacy obligations; or (e) disputes among your buyers/sellers/consignors/crew.

16. Warranties; Disclaimers

THE PLATFORM (INCLUDING TOOLS, APIS, DOCUMENTATION, BETA FEATURES, AI OUTPUTS, THIRD-PARTY INTEGRATIONS) IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED/ERROR-FREE OPERATION, ACCURACY OF OUTPUTS, OR COMPATIBILITY WITH THIRD-PARTY SYSTEMS. YOU ARE RESPONSIBLE FOR BACKUPS AND FOR VERIFYING CRITICAL OUTPUTS.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, LOST PROFITS/REVENUE, LOSS OF GOODWILL, DATA LOSS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS/SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR AGGREGATE LIABILITY FOR ALL CLAIMS IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO GAVELBASE FOR THE PLATFORM IN THAT PERIOD. Nothing limits liability for our willful misconduct or gross negligence where such limitation is prohibited by law.

18. Dispute Resolution; Governing Law

These Terms are governed by the laws of the State of Michigan, excluding conflict-of-law rules. Binding arbitration under the rules of the American Arbitration Association shall take place in Prescott, Michigan. Class/representative actions are waived. Judgment on the award may be entered in any court of competent jurisdiction. Equitable Relief: You agree we may seek temporary, preliminary, or permanent injunctive relief (without bond) in a court of competent jurisdiction for actual or threatened misuse of our IP, Confidential Information, or Platform (including violations of §§9, 12, 14).

19. Term; Termination; Suspension

You may terminate by written notice and ceasing use. We may suspend or terminate immediately for breach (including fee non-payment, security risks, unlawful content/activity, or violations of §§9/12/14) or for repeated infringement. Upon termination, your license ends; you must stop using and destroy non-public materials. Sections that by their nature survive (including §§7–19, 21–25) survive termination.

20. Government Rights

The Platform is “commercial computer software” and “commercial computer software documentation.” If licensed to U.S. Government end users, rights are limited by FAR 12.212/DFARS 227.7202 or successor regulations.

21. International; Export; Sanctions

You shall comply with all applicable export control and sanctions laws (e.g., EAR, OFAC) and shall not use the Platform in embargoed/sanctioned countries or by prohibited parties.

22. Modifications to Terms

We may update these Terms from time to time. Changes are effective upon posting with an updated “Last Updated” date or as otherwise stated. Continued use after changes constitutes acceptance.

23. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign to an affiliate or in connection with merger, acquisition, or sale of assets.

24. Severability; No Waiver

If any provision is invalid, the remaining provisions remain in full force. No failure or delay in exercising any right operates as a waiver.

25. Notices

We may provide notices via the Platform or email on file. You may contact us at:

Gavelbase LLC
2477 Greenwood Rd
Prescott, MI 48756
Email: support@gavelbase.com

26. Acknowledgment

By using the Platform, you acknowledge: (a) Gavelbase is a software provider only; (b) you bear responsibility for taxes, payment/PII compliance, transaction disputes, and legal obligations; (c) we are not liable for outcomes of your configurations or third-party services; and (d) the IP, usage restrictions, network distribution, fee capture, and non-circumvention terms herein are material conditions of access.