Effective Date: April 28, 2025

Seller Terms of Service

1. Scope and Acceptance

1.1 Applicability

These Seller Terms of Service ("Seller Terms") govern the relationship between Equirig, Inc. ("Equirig") and you ("Seller") when you list or sell equipment ("Equipment") through Equirig's platform ("Marketplace"). By listing Equipment or otherwise using Equirig’s selling services, you agree to these Seller Terms, which supplement Equirig’s Website Terms of Service. In the event of any conflict, these Seller Terms prevail with respect to selling activities. Together with any listing agreements or supplemental terms provided by Equirig, these Seller Terms constitute a binding contract upon your use of the Marketplace as a Seller.

1.2 Relationship – Undisclosed Agency

You appoint Equirig as your undisclosed agent for purposes of marketing and facilitating the sale of your Equipment. Equirig may appear to Buyers as the seller of record, but between Equirig and Seller, you retain ownership of the Equipment until transfer upon sale completion. Equirig may disclose your identity to Buyers as necessary for dispute resolution, regulatory compliance, or transaction enforcement. All transactions are considered commercial business-to-business sales.

1.3 Local Entities and Region-Specific Application

Equirig may operate through regional affiliates. For U.S.-based Sellers, Equirig, Inc., a Delaware corporation, is the Selling Entity and contracting party. These Seller Terms apply uniformly across the United States, subject to applicable local and state laws.

2. Listing Equipment for Sale

2.1 Equipment Eligibility

Seller may only list used Equipment that they legally own and have full authority to sell. Equirig reserves the right to reject any listing at its sole discretion. You must submit accurate information, including specifications, condition reports, and serial numbers. You warrant that all submitted information is true and complete to the best of your knowledge.

2.2 Listing Process

Seller must provide detailed descriptions, photographs, pricing expectations ("Authorized Selling Price"), and relevant documentation for each Equipment listing. Equirig may edit and format listing content for consistency. Listings are subject to Equirig's review and acceptance. By submitting a listing, Seller grants Equirig a limited license to use submitted materials for marketing and sale purposes.

2.3 Exclusivity of Listing

Seller grants Equirig exclusive rights to market and facilitate the sale of the listed Equipment while the listing is active. Seller may not advertise or sell the Equipment through any other channels during this period without Equirig’s prior written consent. Breach of exclusivity may result in penalties as described herein.

2.4 Delisting and Withdrawal

Seller may request delisting of unsold Equipment by providing at least ten (10) business days' written notice. Listings may not be withdrawn once subject to active offers or Orders. Early withdrawal or unauthorized sale outside of Equirig may result in a penalty of 5% of the Authorized Selling Price, payable within ten (10) business days of demand.

3. Offers, Orders, and Sales Process

3.1 Receiving Offers

Buyers may submit offers below the Authorized Selling Price. Equirig will forward qualifying offers to Seller for acceptance, rejection, or counteroffer within five (5) business days. Failure to timely respond may result in deemed rejection.

3.2 Offer Acceptance

Upon Seller’s acceptance of an offer, Equirig will confirm the sale to the Buyer via an Order Confirmation. Seller’s acceptance creates a binding obligation to complete the sale, subject to Buyer’s full payment.

3.3 “Buy Now” Orders

For listings with a Buy Now option, Buyer acceptance at the listed price constitutes an immediate binding obligation for Seller to complete the sale without further negotiation.

3.4 Binding Sale; Final Approval

Sales become final upon Equirig’s confirmation of full Buyer payment ("Final Sale Approval"). Seller may not withdraw the Equipment or refuse delivery once Final Sale Approval is issued. If Buyer defaults on payment, Equirig may cancel the sale without liability to Seller.

3.5 No Direct Deals with Buyers

Seller must not circumvent Equirig’s platform by negotiating or completing sales directly with Buyers introduced via the Marketplace. Breach of this obligation may result in forfeiture of commissions, penalties, and account termination.

4. Payment and Commission

4.1 Buyer Payment Collection

Equirig is responsible for collecting payment from the Buyer on the Seller's behalf. Upon Order Confirmation, Equirig will issue the Buyer an invoice covering the Equipment price and any applicable taxes or fees. The Buyer is generally required to pay in full within fourteen (14) business days. Seller must not release Equipment until Equirig confirms full payment. If Buyer fails to pay, Equirig may cancel the sale without obligation to Seller.

4.2 Sales Commission

Equirig charges a standard Commission of 7% of the total Buyer payment, unless otherwise agreed in writing. This Commission covers marketplace, marketing, and coordination services. The Commission is deducted from the gross proceeds before payout. Commission is considered earned upon Buyer confirmation and is non-refundable, including in cases of Buyer default not caused by Equirig.

4.3 Invoicing and Taxes on Commission

Equirig will provide a transaction summary showing the Commission deducted. If required by law, Equirig may charge applicable sales tax or VAT/GST on the Commission, which will be reflected in the payout breakdown.

4.4 Payout to Seller

After confirming full Buyer payment and successful Equipment release, Equirig will remit payment to the Seller’s nominated account. Payout will be the total received from the Buyer minus the Commission and any other agreed deductions. Payment is typically made within fourteen (14) business days of confirmed release. Equirig is not responsible for delays due to incorrect bank information provided by the Seller.

4.5 Taxes and Withholding

Seller is responsible for any income, business, or other taxes related to the proceeds from the sale. Equirig may withhold amounts from payouts if required by law, including backup withholding under IRS regulations. U.S. Sellers must provide a valid W-9 form. If tax documentation is not submitted, Equirig may delay or withhold payouts and issue Form 1099-NEC as required by the IRS.

5. Seller Obligations for Delivery

5.1 Releasing Equipment

Seller must release Equipment within ten (10) business days of Final Sale Approval. Timely release is critical. Seller should coordinate directly with the Buyer or designated transporter to schedule pickup. Late release may result in penalties and cancellation.

5.2 Condition at Handover

Equipment must be released in the same condition as represented in the listing. Any accessories, documents, keys, and attachments that were included must be provided. The Equipment must be ready for loading, clean, and compliant with applicable shipping safety requirements.

5.3 Title and Documents

At handover, Seller must provide valid documentation required to transfer ownership. This includes title certificates, bills of sale, or registration records. If electronic title transfer is applicable, Seller must assist with digital documentation. All title must be free of liens or encumbrances.

5.4 Limited Power of Attorney

Seller grants Equirig a limited power of attorney to sign necessary documents for title transfer or delivery (e.g., bills of lading, certificates) solely for the purpose of executing the transaction. This power is restricted to the scope of the confirmed sale.

5.5 Logistics Cooperation

Seller agrees to cooperate with Buyer or Equirig’s appointed transporter to arrange access, assist with pickup, and ensure Equipment is prepared for handover. If special loading equipment or disassembly is required, Seller must notify Equirig in advance.

5.6 Risk and Insurance

Until the Equipment is picked up or released to the carrier, the Seller bears the risk of damage or loss. Seller must maintain insurance coverage until handover. Once Equipment is loaded and leaves Seller's control, risk transfers to the Buyer.

5.7 Failure to Release Equipment

Failure to release Equipment after Final Sale Approval constitutes a Seller default. Equirig may cancel the sale, refund the Buyer, and impose a penalty equal to 5% of the Authorized Selling Price. Additional actual costs (e.g., transport fees, lost Buyer expenses) may also be deducted or invoiced separately. Repeated violations may result in Seller suspension.

6. Representations and Warranties by Seller

6.1 Title and Ownership

Seller represents that they are the lawful owner of the Equipment, free and clear of any liens, claims, or encumbrances, and have full authority to sell the Equipment. Upon sale completion, Seller agrees to transfer good title to the Buyer.

6.2 Accuracy of Description

All details provided by Seller, including Equipment specifications, usage, defects, and condition, must be truthful to the best of Seller’s knowledge. Seller agrees to disclose any material defects or facts that would affect the Equipment’s value or functionality.

6.3 Maintenance and Compliance

Seller affirms that the Equipment has been properly maintained and complies with applicable environmental and safety regulations at the time of listing. Seller will not list or sell items restricted for resale in the U.S. or internationally due to regulatory or legal limitations.

6.4 No Infringement

Seller affirms that the Equipment, including any embedded software or accessories, does not infringe on the intellectual property rights of any third party. Seller agrees to indemnify Equirig and the Buyer in the event of any such infringement claims.

6.5 Solvency

Seller confirms they are not insolvent or involved in bankruptcy proceedings, and that the sale of Equipment will not breach any contractual or legal restrictions.

6.6 No Harmful Materials

Seller affirms that the Equipment does not contain undisclosed hazardous or toxic materials. Where hazardous components exist, Seller must comply with all handling and disclosure requirements.

6.7 Post-Listing Use

Seller agrees not to materially alter or degrade the condition of the Equipment after listing. Equipment must remain in substantially the same condition until it is released to the Buyer.

6.8 Documentation and Disclosure

Seller will provide all documents and accessories as described in the listing. Seller agrees to inform Equirig if any warranties, service contracts, or usage limitations apply. Any inaccuracies must be corrected immediately upon discovery.

7. Remedies and Liability

7.1 Indemnification of Equirig

Seller agrees to indemnify and hold harmless Equirig and its officers, employees, and agents against all claims, losses, damages, and expenses arising from Seller's breach of these Terms, misrepresentation of Equipment, or violation of applicable laws.

7.2 Seller Default – Failure to Deliver

If Seller fails to deliver Equipment after Buyer payment, Equirig may cancel the sale, refund the Buyer, and impose penalties as described in Section 5.7. This includes deduction of damages from other Seller payouts or invoicing Seller directly.

7.3 Limitation of Liability

Equirig's liability to Seller for any claims related to a sale is limited to the amount of Commission received by Equirig for that sale. For general claims not linked to a specific transaction, liability is limited to Commissions earned from the Seller in the last three (3) months.

7.4 No Consequential Damages

Equirig shall not be liable for any indirect, special, incidental, or consequential damages including lost profits, lost sales, or business interruption, even if advised of such damages.

7.5 Buyer Claims After Sale

Seller is solely responsible for handling post-sale complaints or legal issues raised by the Buyer related to the condition, legal compliance, or performance of the Equipment. Equirig may, at its discretion, assist in communication but will not be held liable.

8. Non-Circumvention (Seller)

8.1 Prohibition on Circumventing Equirig

Seller agrees not to circumvent Equirig by selling directly to any Buyer introduced through the Marketplace. This restriction applies during the listing period and for one (1) year after delisting. Violation may result in full Commission liability and account termination.

9. Governing Law and Jurisdiction

9.1 Governing Law

These Seller Terms are governed by the laws of the Seller’s principal place of business. If the Seller is located in the United States, these Terms are governed by the laws of the Seller’s U.S. state of registration and applicable federal law.

9.2 Jurisdiction

All disputes shall be subject to the exclusive jurisdiction of the courts located in the Seller’s principal U.S. state, unless otherwise mutually agreed. Equirig reserves the right to seek injunctive or equitable relief in any relevant court to enforce non-circumvention or IP rights.

9.3 Arbitration Option

Equirig may elect to resolve disputes by binding arbitration in the Seller’s state of business, under AAA or other reputable institution rules. Class action and jury trial waivers apply as specified in Equirig’s Buyer Terms and are incorporated herein.

10. Miscellaneous Provisions

10.1 Amendments

Equirig may update these Seller Terms at any time. Sellers will be notified of major changes. Continued use of the Marketplace after changes constitutes acceptance. Revised Terms will not apply retroactively to past confirmed Orders.

10.2 Entire Agreement

These Seller Terms, the Website Terms, and any written supplemental terms form the entire agreement between the Parties concerning the sale of Equipment via Equirig.

10.3 Assignment

Seller may not assign rights under these Terms without Equirig’s written consent. Equirig may assign these Terms to an affiliate or successor entity.

10.4 Severability

If any provision is held invalid, the remainder of these Terms will remain in effect. Invalid provisions shall be replaced with valid terms that most closely reflect the intent of the original.

10.5 No Waiver

Failure by Equirig to enforce any provision does not constitute waiver of that right. Any waiver must be in writing and signed by Equirig to be effective.

10.6 Relationship of the Parties

These Terms do not create a joint venture, partnership, or employment relationship. Equirig is an agent solely for the purposes of facilitating Equipment sales under these Terms.

10.7 Language

These Seller Terms are in English. In case of translation, the English version shall control.