Terms of Service

Effective July 11, 2026 - Last updated July 11, 2026

These Terms of Service (the "Terms") govern your access to and use of the Gavelist platform and related services. Please read them carefully. Section 7 (AI-Generated Content; Disclaimer of Accuracy), Section 11 (Limitation of Liability), Section 12 (Disclaimer of Warranties), and Section 17 (Dispute Resolution) contain important provisions that limit our liability and affect your legal rights, including a mandatory arbitration provision and a class action waiver.

1. Acceptance of Terms

By accessing or using the Gavelist platform, website (www.gavelist.com), application programming interfaces, or any related services (collectively, the "Service"), you ("Client," "You," or "Your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access or use the Service. Your continued use of the Service following any modification to these Terms constitutes acceptance of the modified Terms.

These Terms constitute a legally binding agreement between you and Gavelist ("Gavelist," "we," "us," or "our"), with its principal place of business in Pittsburgh, Pennsylvania.

2. Description of Service

Gavelist provides an artificial intelligence-powered software-as-a-service ("SaaS") platform designed for estate auctioneers and auction professionals. The Service includes, but is not limited to:

  1. Automated processing, organization, and grouping of auction item photographs into logical lots;
  2. AI-generated catalog descriptions for auction items based on photographic analysis;
  3. Intelligent photo tagging, categorization, and metadata enrichment;
  4. Integration capabilities with third-party auction platforms including, but not limited to, HiBid, AuctionFlex, and similar services;
  5. Administrative dashboards, reporting, and analytics tools;
  6. Optional public listing, syndication, and promotional distribution of auction lots, catalogs, and sale results (see Section 5.5);
  7. Optional consignor management, buyer invoicing, settlement, payment facilitation, clerking, bidding, marketplace, and other transaction-support and end-user-facing services (see Section 22); and
  8. Any additional features, tools, or functionality made available through the Service from time to time.

THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. You expressly acknowledge and agree that all outputs generated by the Service, including but not limited to item descriptions, photo groupings, lot assignments, categorizations, condition assessments, and value estimates, are AI-generated approximations and are NOT guaranteed to be accurate, complete, or error-free. See Section 7 (AI-Generated Content; Disclaimer of Accuracy) for complete terms regarding AI output.

3. Account Registration and Security

3.1. To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2. You are solely responsible for safeguarding your account credentials and for any activity occurring under your account. You agree to notify Gavelist immediately of any unauthorized use of your account or any other breach of security.

3.3. Gavelist reserves the right to suspend or terminate your account if any information provided proves to be inaccurate, incomplete, or otherwise in violation of these Terms.

3.4. You may not share account credentials with unauthorized individuals. Each account is intended for a single authorized user or entity unless a multi-user subscription has been purchased.

4. Subscription, Payment, and Fees

4.1. Access to the Service requires a paid subscription. Subscription plans, pricing, and included usage tiers are described on our website and may be updated from time to time. Changes to pricing will not affect your current billing cycle but will take effect upon renewal unless otherwise agreed in writing.

4.2. All fees are non-refundable except as expressly set forth herein or as required by applicable law. Gavelist does not provide refunds for partial months of service, downgrade refunds, or refunds for unused processing credits.

4.3. You authorize Gavelist to charge the payment method on file for all applicable fees. Failure to pay may result in suspension or termination of your access to the Service.

4.4. Gavelist reserves the right to offer promotional pricing, free trials, or beta access at its sole discretion. Such offers may be subject to additional terms and conditions.

4.5. Usage-based charges, if applicable, will be calculated based on the volume of photographs processed, lots generated, or other metrics as specified in your subscription plan.

4.6. If any charge is disputed, you must notify Gavelist in writing within thirty (30) days of the billing date. Failure to dispute a charge within such period constitutes acceptance of the charge.

5. Client Content and Data

5.1. "Client Content" means all photographs, images, text, catalog data, item information, and any other materials you upload to or generate through the Service.

5.2. You retain all ownership rights in your Client Content. By uploading Client Content to the Service, you grant Gavelist a limited, non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and display your Client Content solely for the purposes of: (a) providing and operating the Service; (b) improving and enhancing the Service as described in Section 6; (c) generating outputs requested by you; and (d) where and to the extent enabled for your account, providing the Public Listings and Optional Services described in Sections 5.5 and 22.

5.3. You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and permissions to upload Client Content to the Service; (b) Client Content does not infringe, misappropriate, or violate the intellectual property or other rights of any third party; and (c) Client Content complies with all applicable laws and regulations.

5.4. Upon termination of your account, Gavelist will make commercially reasonable efforts to allow you to export your Client Content for a period of thirty (30) days following termination. After such period, Gavelist may delete your Client Content in accordance with its data retention policies.

5.5. Public Listings and Syndication (Optional)

The Service may include optional features that enable the public display, distribution, and promotion of your Client Content and AI Outputs, including without limitation: publicly accessible catalog, lot, and item pages hosted on Gavelist websites, applications, or subdomains; branded or white-label catalog and auction sites operated for your benefit; syndication of your listings to a Gavelist-operated marketplace, directory, or search surface; search-engine-optimized item pages; sold-results and price-history pages; and promotional placement of your listings and sales in Gavelist marketing channels (collectively, "Public Listings").

(a) Enablement and control. Public Listings are controlled through your account settings or by written agreement with Gavelist. Where Gavelist makes an enablement control available, Public Listings will be published only for the accounts, sales, lots, or data fields for which the feature is enabled. Gavelist may enable particular Public Listings features by default, in which case you may disable them at any time through your account settings or by written notice to Gavelist, and Gavelist will identify any default-enabled features in the Service or in feature documentation.

(b) License. To the extent Public Listings are enabled for your account, you grant Gavelist a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, publicly display, publicly perform, distribute, transmit, index, cache, excerpt, adapt (for formatting, display, accessibility, and search-optimization purposes), and promote the applicable Client Content and AI Outputs — including item photographs, titles, descriptions, condition information, lot data, sale dates and locations, your business name, logo, and branding, estimates you elect to display, and, where you have enabled results display, realized prices — on and through Gavelist websites, applications, marketplaces, syndication and distribution partners, search-engine surfaces, and marketing and promotional channels. This license includes the right to permit search engines, AI assistants, and similar services to crawl, index, cache, excerpt, and display Public Listings.

(c) End-user engagement. You acknowledge and agree that Gavelist may associate Public Listings with features for prospective bidders and buyers, including item alerts, saved searches, watchlists, inquiry and registration forms, and links or referrals to the venue where bidding for the applicable lot is conducted (whether a Gavelist-operated venue, your own site, or a third-party platform), and that Gavelist may collect and maintain relationships with End Users (as defined in Section 22) who interact with Public Listings, as described in Section 22 and the Privacy Policy.

(d) Public nature of published content. You acknowledge that content published publicly may be crawled, cached, copied, quoted, or redistributed by search engines, AI systems, and other third parties beyond Gavelist's control, and that removal of content from such third-party systems may be delayed, incomplete, or infeasible. Gavelist is not responsible for third-party use of content that was published while Public Listings were enabled.

(e) Disabling and removal. You may disable Public Listings (in whole or, where controls permit, in part) at any time. Upon disabling, Gavelist will cease publishing new Public Listings for the disabled scope and will use commercially reasonable efforts to remove previously published Public Listings from Gavelist-operated surfaces within thirty (30) days, except that Gavelist may retain: (i) Aggregate Data and de-identified data derived from such listings; and (ii) sold-results and price-history pages relating to completed sales, unless you specifically request their removal, in which case Gavelist will remove them from Gavelist-operated surfaces within a commercially reasonable period.

(f) Your authority. You represent and warrant that you have all rights, consents, and authority — including from consignors, sellers, and any other third parties with interests in the listed items — necessary to authorize the publication, display, and promotion of any Client Content included in Public Listings, and that such publication will not violate any agreement to which you are a party or any applicable law.

6. Data Analytics, Aggregate Data, and AI Model Improvement

6.1. Aggregate Data

Gavelist may create anonymized and aggregated data derived from Client Content and from your use of the Service ("Aggregate Data"). Aggregate Data is data that has been stripped of information that could reasonably identify you, your clients, or any specific auction item. As between the parties, Gavelist owns all Aggregate Data. Aggregate Data will not identify you or any specific auction item and may be used by Gavelist for any lawful business purpose, including but not limited to service improvement, product development, benchmarking, and industry analysis.

6.2. AI Model Training and Improvement

You grant Gavelist the right to use patterns, structures, and learnings derived from the processing of your Client Content to train, improve, and refine the artificial intelligence models underlying the Service. This includes, without limitation, learning from manual corrections you make to AI-generated outputs, photo sorting preferences, lot grouping adjustments, and description edits. Gavelist will not use your identifiable Client Content (including specific photographs or proprietary catalog information) for training purposes in a manner that would make such content available to other clients.

6.3. Platform Analytics and Monitoring

Gavelist maintains internal analytics and monitoring systems for the purpose of service optimization, quality assurance, system health monitoring, and business intelligence. These systems may track and analyze metadata about items processed through the platform, including but not limited to: item categories, estimated value ranges, processing quality scores, lot composition patterns, and category distribution trends.

You acknowledge that Gavelist's operators and administrators may have access to platform-wide analytics dashboards that display aggregated processing metrics. Such access is used solely for the purposes of: (a) ensuring Service quality and reliability; (b) identifying and resolving processing errors; (c) monitoring system performance and capacity; (d) developing new features and improving existing functionality; and (e) understanding market trends to better serve auction industry professionals.

6.4. Confidentiality of Client-Specific Data

Notwithstanding the foregoing, Gavelist will not: (a) disclose your specific, identifiable Client Content to any third party (other than subprocessors necessary for Service delivery) without your prior written consent; (b) provide your client-specific catalog data, item photographs, or proprietary auction information to your competitors; or (c) use your identifiable Client Content for any purpose other than providing the Service, improving the Service as described herein, and fulfilling its obligations under these Terms — in each case except as and to the extent you have enabled or authorized publication, display, syndication, or sharing under Section 5.5 (Public Listings and Syndication), Section 6.6 (Market Data and Price History), or Section 22 (Optional Marketplace and Transaction Services). Enabling a Public Listings or Optional Services feature constitutes your consent to the disclosures inherent in that feature for so long as it remains enabled.

Gavelist maintains strict data segregation between client accounts. Your Client Content is logically isolated from other clients' data, and no client will have access to another client's identifiable Content through the Service, except that content you have published through Public Listings is, by its nature, publicly visible.

6.5. Output Identifiers and Attribution

You acknowledge and agree that Gavelist may embed non-visible identifiers, encoding, metadata, watermarks, or other markers within AI Outputs for purposes of quality assurance, attribution, security, fraud prevention, service integrity, and protection of Gavelist's intellectual property. You agree that you will not remove, alter, obscure, reverse engineer, or attempt to defeat any such identifiers, and you acknowledge that the presence of such identifiers does not affect your license to use AI Outputs as set forth in Section 9.

6.6. Market Data and Price History

Gavelist may compile, maintain, publish, license, and otherwise commercialize databases, indices, analytics, reports, and reference materials relating to auction markets, item categories, pricing trends, and realized prices ("Market Data"). Market Data may incorporate: (a) Aggregate Data and de-identified data; (b) publicly available information; and (c) where you have enabled Public Listings with results display under Section 5.5, identified sale results (including item identification, description, realized price, sale date, and the identity of the selling auction house). As between the parties, Gavelist owns all right, title, and interest in Market Data as a compilation, provided that your underlying Client Content remains yours as set forth in Section 5. Gavelist's rights under this Section survive termination with respect to Market Data compiled prior to termination, subject to the removal mechanics of Section 5.5(e).

7. AI-Generated Content; Disclaimer of Accuracy

THIS IS A CRITICAL SECTION. PLEASE READ CAREFULLY.

7.1. Nature of AI-Generated Output

The Service generates item descriptions, lot groupings, photo associations, categorizations, condition assessments, and other outputs using artificial intelligence and machine learning models ("AI Outputs"). You expressly acknowledge and agree that:

  1. AI Outputs are machine-generated approximations based on visual and contextual analysis and are inherently probabilistic in nature;
  2. AI Outputs may contain errors, inaccuracies, omissions, misidentifications, incorrect attributions, erroneous value estimates, inappropriate condition assessments, or other mistakes;
  3. The AI models underlying the Service may misidentify items, incorrectly group photographs into lots, associate unrelated items, fail to detect relevant details, or generate descriptions that do not accurately reflect the item depicted;
  4. AI Outputs regarding item condition, authenticity, provenance, rarity, or value are estimates only and should not be relied upon as expert appraisals or professional assessments;
  5. The Service does not replace the judgment, expertise, or professional knowledge of experienced auction professionals, appraisers, or subject matter experts.

7.2. Mandatory Human Review

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ALL AI OUTPUTS BEFORE PUBLICATION, DISTRIBUTION, OR USE IN ANY AUCTION LISTING OR CATALOG. Gavelist requires that a qualified human reviewer examine every AI-generated description, lot grouping, and photo association before such content is posted to any auction platform (including but not limited to HiBid, AuctionFlex, or any other listing service), published through Public Listings, or distributed to any third party.

Without limiting the generality of the foregoing, you agree that you will:

  1. Review each AI-generated lot grouping to verify that photographs are correctly associated with the intended items and lots;
  2. Read each AI-generated description in its entirety to verify factual accuracy, appropriate characterization, and completeness;
  3. Verify that condition assessments, material identifications, brand attributions, dating, and dimensional descriptions are accurate;
  4. Confirm that no AI-generated content contains false, misleading, or deceptive statements about any item;
  5. Edit, correct, supplement, or replace any AI Output that is inaccurate, incomplete, or otherwise unsuitable before publication; and
  6. Maintain adequate staffing and processes to perform the review obligations described in this Section.

You acknowledge and agree that the human review obligations set forth in this Section are a material term of these Terms and a fundamental basis of the bargain and the allocation of risk between you and Gavelist. You assume full and sole responsibility and liability for every AI Output that you publish, distribute, provide to any customer, bidder, consignor, or other third party, or otherwise use — including AI Outputs published through Public Listings enabled for your account and any AI Output that you published or used without performing the review required by this Section. Gavelist shall bear no responsibility or liability whatsoever for any AI Output once it has been published, distributed, or used by you or at your direction, regardless of whether such AI Output was reviewed. The absence of, or any deficiency in, your review of AI Outputs shall not give rise to any claim against Gavelist and shall not diminish your obligations under Section 13 (Indemnification).

7.3. Specific Known Limitations

Without limiting the generality of Section 7.1, you acknowledge the following specific limitations of the Service:

  1. Photo Grouping: The Service's automated lot grouping uses visual similarity, temporal proximity, and contextual cues to associate photographs. The system may incorrectly associate photographs from different items into a single lot, separate photographs of the same item into different lots, or fail to identify logical groupings. Multi-item lots and items photographed from multiple angles are particularly susceptible to grouping errors.
  2. Item Identification: The Service may misidentify manufacturers, brands, makers, periods, styles, materials, or item types. The Service cannot determine authenticity and may describe reproduction items as original or vice versa.
  3. Condition Assessment: AI-generated condition descriptions are based solely on visible characteristics in photographs and may not reflect actual condition. The Service cannot assess structural integrity, functionality, hidden damage, repairs, restoration, or conditions not visible in photographs.
  4. Value Estimates: Any value references or estimates generated by the Service are based on statistical analysis of publicly available data and are not appraisals. Actual market value may differ significantly from any estimate provided.
  5. Descriptions: AI-generated descriptions may contain hallucinated details—plausible-sounding but factually incorrect statements—including invented provenance, attributions, measurements, or characteristics that are not present in or supported by the underlying photographs.

7.4. No Professional Advice

AI Outputs do not constitute professional appraisals, valuations, authentications, or expert opinions. The Service is a productivity and efficiency tool and is not a substitute for professional expertise in the fields of antiques, collectibles, estate goods, fine art, jewelry, or any other specialized category. You should engage qualified professionals for formal appraisals and authentications where appropriate.

8. Third-Party Platform Integrations

8.1. The Service may offer integrations with third-party auction platforms, including but not limited to HiBid, AuctionFlex, and other services. Gavelist does not own, operate, or control these third-party platforms, and your use of them is subject to their respective terms of service.

8.2. Gavelist does not guarantee the continued availability, compatibility, or functionality of any third-party integration. Changes to third-party platforms' APIs, terms of service, or functionality may affect the availability or operation of integrations.

8.3. You are solely responsible for ensuring that content exported from the Service to third-party platforms complies with those platforms' terms of service, listing policies, and applicable laws.

8.4. Gavelist is not liable for any data loss, corruption, formatting errors, or other issues that may occur during the export or transfer of data between the Service and third-party platforms.

9. Intellectual Property

9.1. The Service, including all software, algorithms, AI models, interfaces, designs, documentation, and related materials, is the exclusive property of Gavelist and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service except the limited right to use it in accordance with these Terms.

9.2. You retain ownership of your Client Content as set forth in Section 5. AI Outputs generated by the Service from your Client Content are licensed to you for your use. You may use, modify, publish, and distribute AI Outputs generated from your Client Content for any lawful purpose related to your auction business. Notwithstanding the foregoing, you may not, and may not permit or enable any third party to, use AI Outputs, in whole or in part, to develop, train, fine-tune, evaluate, benchmark, or improve any artificial intelligence or machine learning model, algorithm, dataset, or any product or service that competes with or is substantially similar to the Service, nor to compile, assemble, or create any dataset, corpus, or collection for any such purpose. This restriction survives termination and applies regardless of whether the AI Outputs have been modified.

9.3. "Gavelist," the Gavelist logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Gavelist. You must not use such marks without our prior written permission.

9.4. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or AI models of the Service.

9.5. Feedback. If you provide Gavelist with any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), you grant Gavelist a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, incorporate, and otherwise exploit such Feedback for any purpose, without restriction and without any obligation of compensation, attribution, or accounting to you. Gavelist exclusively owns all improvements, modifications, and developments to the Service that are conceived, created, or derived in connection with such Feedback.

10. Prohibited Uses

You agree that you will not, and will not permit any third party to:

10.1. Use the Service for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;

10.2. Upload, process, or distribute any Client Content that infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party;

10.3. Use the Service to catalog, list, or facilitate the sale of any item the sale or possession of which is prohibited or restricted by law;

10.4. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model weights, or underlying structure of the Service, except to the extent such restriction is prohibited by applicable law;

10.5. Access the Service through any automated means (including bots, scrapers, or crawlers), or systematically extract, copy, harvest, scrape, or compile Client Content, AI Outputs, or any other data, materials, or information from the Service, whether by automated or manual means, except through interfaces expressly provided or authorized by Gavelist, or exceed rate limits or usage restrictions established by Gavelist;

10.6. Resell, sublicense, rent, lease, or otherwise make the Service available to any third party except as expressly authorized under your subscription plan;

10.7. Access or use the Service for the purpose of building, training, or improving a competing or similar product or service, or for the purpose of monitoring the availability, performance, or functionality of the Service for competitive purposes;

10.8. Introduce any virus, malware, or other malicious code, or otherwise interfere with, disrupt, or compromise the integrity, security, or performance of the Service;

10.9. Circumvent, disable, or otherwise interfere with any security-related features of the Service or features that restrict or enforce limitations on use;

10.10. Misrepresent AI Outputs as professional appraisals, certified authentications, or the work of a human expert where doing so would be false, misleading, or deceptive to bidders or third parties;

10.11. Disclose Gavelist's pricing, feature details, system capabilities, processing methodologies, output examples, or other non-public information about the Service to any competitor or potential competitor of Gavelist; or

10.12. Publish, distribute, or otherwise make public any benchmark, performance comparison, or competitive evaluation of the Service against any competing product or service without Gavelist's prior written consent.

Gavelist reserves the right to investigate and take appropriate action, including suspension or termination of your account and referral to law enforcement, against anyone who violates this Section.

11. Limitation of Liability

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GAVELIST, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GAVELIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GAVELIST'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO GAVELIST FOR THE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00).

11.3. Without limiting the foregoing, Gavelist shall have no liability for: (a) any errors, inaccuracies, or omissions in AI Outputs; (b) any actions taken or not taken by you in reliance on AI Outputs; (c) any losses, claims, or damages arising from the publication of AI Outputs that have not been adequately reviewed as required by Section 7.2; (d) any interruption or cessation of the Service; (e) any unauthorized access to or alteration of your data; (f) any transaction, dispute, or interaction between you and any End User, buyer, bidder, or consignor, as further described in Section 22; or (g) third-party use, caching, or redistribution of content published through Public Listings.

11.4. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Disclaimer of Warranties

12.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GAVELIST EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2. WITHOUT LIMITING THE FOREGOING, GAVELIST DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE; (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; (E) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR THIRD-PARTY PLATFORM; OR (F) PUBLIC LISTINGS OR MARKETPLACE FEATURES WILL GENERATE ANY PARTICULAR VOLUME OF TRAFFIC, BIDDERS, REGISTRATIONS, BIDS, OR SALES.

12.3. Any materials or content downloaded or otherwise obtained through the use of the Service are accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such material.

13. Indemnification

13.1. You agree to defend, indemnify, and hold harmless Gavelist and its officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Client Content, including Client Content published through Public Listings; (b) your use of or access to the Service; (c) your violation of these Terms; (d) your violation of any applicable law or regulation, including auction, licensing, consumer-protection, and tax laws; (e) your publication, distribution, or use of any AI Output, including any AI Output that was not adequately reviewed as required by Section 7.2; (f) your infringement, misappropriation, or violation of the intellectual property, privacy, publicity, or other rights of any third party; (g) any misrepresentation made by you to any bidder, buyer, consignor, or other third party; or (h) any transaction between you and any End User, buyer, bidder, or consignor, including the conduct and settlement of your sales and auctions.

13.2. Gavelist reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Gavelist in asserting any available defenses. You will not settle any claim that affects Gavelist or imposes any obligation or liability on Gavelist without Gavelist's prior written consent.

14. Term and Termination

14.1. These Terms remain in effect for as long as you access or use the Service or maintain an account. Subscriptions renew automatically for successive periods equal to the initial subscription term unless cancelled in accordance with the terms of your subscription plan.

14.2. You may terminate your account at any time by cancelling your subscription through the Service or by contacting Gavelist. Termination will take effect at the end of your then-current billing cycle, and no refunds will be provided for the remainder of that cycle except as required by applicable law.

14.3. Gavelist may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including but not limited to if Gavelist believes that you have violated these Terms.

14.4. Upon termination: (a) your right to access and use the Service will immediately cease; (b) you must cease all use of the Service; (c) you will have thirty (30) days to export your Client Content as described in Section 5.4; and (d) Gavelist may delete your account data after the export period.

14.5. Sections 5.2 (license), 5.5(d)–(f) (Public Listings — public nature, removal, and authority provisions), 6 (Data Analytics, Aggregate Data, and AI Model Improvement, including Section 6.6 (Market Data and Price History)), 7 (AI-Generated Content; Disclaimer of Accuracy), 9 (Intellectual Property), 10 (Prohibited Uses), 11 (Limitation of Liability), 12 (Disclaimer of Warranties), 13 (Indemnification), 16 (Governing Law), 17 (Dispute Resolution), 18 (General Provisions), and 22.2 (Your Sales; Your Responsibility) shall survive termination of these Terms.

15. Privacy and Data Protection

15.1. Gavelist's collection, use, and disclosure of personal information in connection with the Service is described in our Privacy Policy, available at https://gavelist.com/privacy. The Privacy Policy is incorporated into these Terms by reference.

15.2. You represent and warrant that you have obtained all necessary consents and authorizations required under applicable privacy and data protection laws before uploading any personal information to the Service, including personal information contained in photographs or item descriptions.

15.3. Gavelist implements commercially reasonable administrative, technical, and physical safeguards designed to protect Client Content and personal information from unauthorized access, use, or disclosure. However, no method of electronic storage or transmission over the Internet is completely secure, and Gavelist cannot guarantee absolute security.

15.4. In the event of a data breach affecting your personal information, Gavelist will notify you in accordance with applicable law.

16. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. Subject to Section 17 (Dispute Resolution), you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania, and you consent to the personal jurisdiction of such courts.

17. Dispute Resolution

17.1. Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party and providing a written description of the dispute, all relevant documents and information, and the proposed resolution. The parties shall use good faith efforts to resolve the dispute through informal negotiation for a period of at least sixty (60) days.

17.2. Binding Arbitration

If the dispute is not resolved through informal negotiation within sixty (60) days, either party may initiate binding arbitration. Any dispute arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Pittsburgh, Pennsylvania, or at such other location as the parties may mutually agree. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

17.3. Class Action Waiver

YOU AND GAVELIST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and Gavelist agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

17.4. Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

17.5. Irreparable Harm

You acknowledge and agree that any breach or threatened breach of Section 6.5 (Output Identifiers and Attribution), Section 9 (Intellectual Property), or Section 10 (Prohibited Uses) may cause Gavelist immediate and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Gavelist shall be entitled to seek temporary, preliminary, and permanent injunctive relief and other equitable relief to prevent or restrain any such breach, without the necessity of posting any bond or other security and without the necessity of proving actual damages.

18. General Provisions

18.1. Entire Agreement. These Terms, together with the Privacy Policy, any Supplemental Terms, and any other agreements or policies referenced herein, constitute the entire agreement between you and Gavelist regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

18.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

18.3. Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by Gavelist. The failure of Gavelist to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

18.4. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Gavelist's prior written consent. Gavelist may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this Section is void.

18.5. Force Majeure. Gavelist will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, power or telecommunications failures, third-party service or infrastructure failures, or failures of AI or machine learning service providers.

18.6. Notices. Gavelist may provide notices to you by email to the address associated with your account, by posting within the Service, or by any other reasonable means. You are responsible for keeping your contact information current.

18.7. Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

18.8. No Third-Party Beneficiaries. These Terms do not confer any rights or remedies upon any person other than the parties and their permitted successors and assigns.

18.9. Headings. Section headings are for convenience only and have no legal or contractual effect.

19. Service Availability

19.1. Gavelist will use commercially reasonable efforts to maintain the availability of the Service. However, Gavelist does not guarantee any specific uptime percentage or service level and shall not be liable for any downtime, whether scheduled or unscheduled.

19.2. Gavelist may perform scheduled maintenance on the Service from time to time. Gavelist will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may result in significant downtime.

19.3. Gavelist reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. Gavelist shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

20. Modification of Terms

Gavelist reserves the right to modify these Terms at any time. If Gavelist makes material changes to these Terms, it will notify you by email or by posting a notice on the Service prior to the effective date of the changes. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

For enterprise or annual subscription clients, material changes to these Terms that adversely affect your rights will not take effect until the end of your current subscription period unless you affirmatively consent to the changes.

21. Contact Information

If you have questions about these Terms, please contact us at:

Gavelist — Pittsburgh, Pennsylvania Email: support@gavelist.com Website: www.gavelist.com

22. Optional Marketplace and Transaction Services

22.1. Additional Services. Gavelist may from time to time offer additional features and services, including without limitation: consignor management tools (consignment records, agreements, electronic-signature workflows, commission tracking, and settlement statements); buyer invoicing and payment-collection tools; timed and live online bidding; clerking tools; bidder registration and End User account services; a Gavelist-operated marketplace, directory, or search surface for auctions and lots; item-alert and notification services for prospective bidders; and fulfillment or shipping-related tools (collectively, "Optional Services"). Optional Services may be subject to supplemental terms, separate fees, and eligibility requirements presented at or before the time of enablement ("Supplemental Terms"). Supplemental Terms are incorporated into these Terms; in the event of a conflict, the Supplemental Terms control with respect to the applicable Optional Service. Your enablement or use of any Optional Service constitutes acceptance of the applicable Supplemental Terms. Nothing in these Terms obligates Gavelist to offer, continue, or maintain any Optional Service.

22.2. Your Sales; Your Responsibility. Gavelist provides software and facilitation tools only. Unless expressly stated otherwise in Supplemental Terms, you — not Gavelist — are the seller of record, auctioneer of record, and merchant of record for all transactions conducted with your buyers, bidders, and consignors, and you are solely responsible for: the lawful conduct of your sales and auctions (including any auctioneer licensing requirements); the accuracy and legality of your listings; reserves, increments, and auction rules; the collection and remittance of all applicable taxes (except where a Supplemental Term expressly designates Gavelist or its payment processor as a marketplace facilitator for tax purposes in an applicable jurisdiction); shipping and fulfillment; and refunds, returns, chargebacks, and disputes with your customers. Gavelist is not an auctioneer, broker, dealer, or party to any transaction between you and your buyers, bidders, or consignors, and assumes no liability arising from any such transaction.

22.3. Payment Facilitation. Payment-related Optional Services are provided through third-party payment processors (such as Stripe) and may require you to establish and maintain an account with the processor, accept the processor's terms of service, and complete identity and business verification. Funds from your buyers are processed and settled subject to the processor's terms. Gavelist does not hold, control, or take custody of buyer funds and is not a bank, money transmitter, or money services business. Processor fees are your responsibility, and Gavelist may separately charge software or platform fees for payment-related features as described in your subscription plan or Supplemental Terms.

22.4. End Users; Bidder Accounts. In connection with Public Listings and Optional Services, Gavelist may register, authenticate, verify, and maintain accounts and profiles for bidders, buyers, subscribers to alerts, and other end users ("End Users"); may collect and process End User information as described in the Privacy Policy; and may communicate with End Users, including: (a) transactional communications relating to your sales (such as registration confirmations, outbid notices, invoices, payment receipts, and pickup or shipping communications); and (b) subject to applicable law and each End User's choices, service communications such as item alerts, saved-search notifications, and notices of upcoming auctions, which may include auctions conducted by you and by other Gavelist clients. Gavelist will make available to you the End User information reasonably necessary for you to conduct, settle, and service your own sales — including the identity and contact information of bidders registered in your sales — as permitted by applicable law. You acknowledge that Gavelist may also maintain its own ongoing relationship with End Users, and act as an independent controller of End User account data, as described in the Privacy Policy.

22.5. Communications on Your Behalf. You authorize Gavelist to generate and transmit, on your behalf and using your business name and branding where applicable, transactional communications to your customers, bidders, and consignors in connection with the Service and Optional Services — including invoices, payment reminders, receipts, settlement statements, estimate summaries, and consignment documentation — and you represent and warrant that you have all rights, consents, and authorizations necessary for Gavelist to send such communications on your behalf.

22.6. Platform Integrity. Gavelist may establish and enforce rules applicable to Optional Services, including bidder verification and deposit or card-authorization requirements, anti-fraud and anti-abuse measures, bid-integrity and audit-logging mechanisms, and the suspension or removal of End Users, listings, or transactions that Gavelist reasonably believes to be fraudulent, unlawful, abusive, or in violation of applicable rules or these Terms. You acknowledge that Gavelist may use automated systems, including artificial intelligence, to support fraud detection and prevention, dispute processing, customer support, content moderation, and platform operations, and that such systems are subject to the disclaimers in Sections 7, 11, and 12.

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.