# Graunt Seller Agreement **Version:** 1.14 | **Effective:** November 8, 2026 This Seller Agreement (this "Agreement") is between Graunt, Inc., a Delaware corporation ("Graunt"), and the person or organization that accepts it for a Graunt account ("you"). This Agreement governs your offering of Content through the Service and supplements the Terms of Service. ## 1. Acceptance **1.1 Method of acceptance.** You accept this Agreement by affirmatively agreeing to it before your first Listing is created, or when an agent accepts it on your behalf through the Graunt API under Section 3.4 of the Terms of Service. **1.2 Authority.** If you accept this Agreement on behalf of an organization, you represent that you are authorized to bind that organization. ## 2. Definitions Capitalized terms not defined in this Agreement have the meanings given in the Terms of Service. - **"Access Period"** means, for a Seller-Hosted Listing, the 90 days after a Purchaser's files become available to it, extended by any time the files cannot be read at their source and for as long as a dispute the Purchaser has opened about the delivery remains open. - **"Addendum"** means the Enterprise and Video License Addendum (graunt.com/legal/enterprise-video-addendum). - **"Chain of Title"** means the licenses, assignments or original authorship through which you hold the right to license the Content. - **"Client"** means the one client a Purchaser may name to receive a sublicense under Section 6 of the Marketplace License. - **"Commission"** means the amount Graunt retains from each sale under Section 7.2. - **"Content"** means any data, text, images, audio, video, code or other material that you upload, list or offer through the Service, together with its metadata, previews and samples. - **"Data Pool"** means a collection of records contributed by several sellers and sold to Purchasers as a single product under Section 5.6. - **"Derived Files"** means the machine-readable files Graunt prepares from the Content under Section 4.3. - **"Entitlement"** means a Purchaser's right, arising from a purchase, to access and use Content under the Marketplace License. - **"Identifiable Person"** means an individual who can be identified from the Content. - **"License Type"** means either form in which a Purchaser may acquire the Marketplace License for a Listing, Buy or Reference, as the Marketplace License describes them. - **"Listing"** means an offering of Content through the Service. - **"Listing Preparation Services"** means the optional services, offered under the name Refinery, that Graunt provides to prepare Content for listing. - **"Marketplace License"** means the Graunt Marketplace License and its content modules (graunt.com/legal/marketplace-license). - **"Policies"** means the Acceptable Use Policy, the Copyright and DMCA Policy, the Repeat Infringer Policy, the Refund Policy and the Privacy Policy, each as published on graunt.com. - **"Purchaser"** means a person or organization that acquires Content, or access to Content, through the Service. - **"Release Status"** means your declaration, for each Listing, of whether the people its Content shows or records signed model releases: Evidence on file, Seller attested or Incomplete, as the Marketplace License describes them, or Not applicable where no one can be identified. - **"Seller Net"** means, for each sale, the price paid for your Listing, or your share of a sale through a Data Pool under Section 5.6, less the Commission. - **"Seller Studio"** means the seller dashboard of the Service. - **"Seller-Hosted Listing"** means a Listing whose files remain in your own storage and are delivered to Purchasers from it under Section 5.5. - **"Strike"** means a violation recorded against you under the Repeat Infringer Policy. ## 3. Graunt's Role **3.1 Marketplace.** Each sale of Content through the Service is a transaction between you and the Purchaser. Graunt does not act as a reseller or distributor of the Content, and you retain title to it. **3.2 Limited payment agency.** You appoint Graunt as your limited agent solely to receive and hold payments from Purchasers on your behalf and to remit to you through Stripe Connect the Seller Net and, where you ship drives under Section 5.5(d), the drives' price in full. A Purchaser's payment to Graunt discharges the Purchaser's obligation to pay you for that sale, drives included. ## 4. License to Graunt **4.1 License grant.** You hereby grant Graunt, its affiliates and the service providers acting for them a non-exclusive, worldwide, royalty-free, fully paid-up license to use the Content solely as needed to: (a) host, store, copy, back up and deliver the Content to Purchasers; (b) generate previews, samples, quality checks, provenance information and search index entries, and display a paid Listing's previews and samples to prospective Purchasers and their agents; (c) provide the Service to you and to Purchasers; (d) comply with legal process and enforce the Policies; (e) promote your Listings and the Service, and identify you as one of Graunt's sellers, on and off the Service, including in search results, recommendations, feeds, email, social media, advertising, search engines and directories of data and agent tools, using a Listing's title, description and other details, your seller name, a link to the Listing and the previews and samples its public page shows; and (f) prepare Derived Files and deliver them to Purchasers under Section 4.3. Previews and samples may be displayed under Section 4.1(b) only on the Listing's page or, where you or Graunt share them, privately before a sale, under the sample terms of the Marketplace License and where the Listing's format and the rights you declare permit it, and not for a Listing whose previews you have disabled. This license covers a sample of Content that shows people only within the releases you hold. The license in Section 4.1(e) excludes any other part of the Content, any preview that Graunt withholds or that you have disabled, and any preview or sample that shows an Identifiable Person. **4.2 Removal of Content.** The license in Section 4.1 ends as to Content removed from the Service, and as to Derived Files made from that Content, except as needed to serve Purchasers that acquired it before its removal under their Entitlements, to keep records and to comply with Graunt's legal obligations. When a Listing is removed, Graunt will stop promoting it through channels Graunt controls. Promotional material distributed before the removal, including a delivered email, a social media post or a third-party index or cache, may remain. **4.3 Derived Files.** (a) *Preparation.* Graunt may prepare Derived Files, including file inventories and checksums, extracted text and records as addressable units, retrieval chunks and indexes, schemas and data dictionaries, and guides to the files, using automated tools, which may include the third-party model providers named in the Privacy Policy, while a Listing is being prepared or at any time after it is listed. (b) *Delivery.* Graunt may deliver Derived Files to Purchasers with the Content, including Purchasers who bought under an earlier version of the Marketplace License. (c) *Rights of Purchasers.* You grant each Purchaser that receives Derived Files the same rights, subject to the same limits, in the portions of the Derived Files that reproduce the Content as that Purchaser holds in the Content. Graunt grants each such Purchaser the same rights in the material Graunt adds. (d) *Files and charges.* Preparing Derived Files will not alter the files you list or affect title to the Content, and Graunt will not charge you for it, except for Listing Preparation Services you incur under Section 7.7. (e) *Warranties.* Your warranties and indemnities under Sections 5.4, 8 and 9 apply to the portions of the Derived Files that reproduce the Content, and not to material Graunt adds or errors Graunt makes in preparing them. ## 5. Purchaser Licenses **5.1 Marketplace License and Order Licenses.** You grant each Purchaser, directly, a non-exclusive license to the Content under the Marketplace License, which is formed between you and the Purchaser when the Purchaser buys or acquires a Listing you offer under it, on the terms recorded for the Listing or, for a Purchaser you invite, the terms you set for that Purchaser. The version of the Marketplace License in effect at the time of a purchase applies to that purchase and is not changed afterward. Graunt will record each one-time purchase of your Listing, paid or free, in an Order License issued under Section 1 of the Marketplace License that names you as licensor and states the versions of the documents that govern the sale. Graunt will record each subscription in its subscription record. Your acceptance of this Agreement is your signature on each license you grant under this Section. **5.2 Updates to Listings.** (a) *Delivery of updates.* When you publish an update to a Listing, each Purchaser that holds the Listing will receive the update at no additional charge, subject to this Section 5.2. (b) *One-time purchases.* A one-time Purchaser will receive an update only if the update retains every file of the version it holds; otherwise it keeps that version and will receive a later update that again contains those files. (c) *Hourly pricing.* A Purchaser of a Listing priced by the hour keeps the revision it bought. (d) *Subscriptions.* Subscription access follows the current version of the Listing. (e) *Revisions of Derived Files.* A new revision that only adds or changes Derived Files, and in which each of your files keeps the same bytes, name and place in the Listing, is not an update. Graunt may deliver its Derived Files at no charge to any Purchaser that holds the Listing. (f) *Additional material.* To charge for additional material, you must offer it as a separate Listing. **5.3 Clients.** (a) *Sublicense.* Where a Listing permits it, a Purchaser may extend the Marketplace License for that Listing to one Client under Section 6 of the Marketplace License by naming the Client to Graunt at the time of purchase, or within 30 days after the purchase and before delivering anything to the Client. You authorize that sublicense on the terms of the Marketplace License. (b) *Scope.* Your warranties under Section 8 and the releases you declare extend to the Client's use. The Client's affiliates may use the Content on the Client's behalf unless your Listing excludes them. (c) *Client identity.* Graunt will tell you only that one confidential client is authorized, not the Client's identity. If you learn a Client's identity, you will keep it confidential and use it only to meet obligations under your Chain of Title. **5.4 Warranties and indemnity to Purchasers.** For each sale, paid or free, you make the promises in Section 12 of the Marketplace License directly to the Purchaser. For each sale covered by the Addendum, which includes every paid sale, every sale of a video Listing and every sale that includes a Client, you also give the Purchaser, and its Client where there is one, the warranties and indemnity in the Addendum, on its terms and subject to its limits. The Addendum does not limit your warranties to Graunt under Section 8 or your obligations under Section 9. **5.5 Seller-Hosted Listings.** For each Seller-Hosted Listing: (a) *File list.* When the Listing is created, Graunt will record its files, with each file's size and checksum (the "File List"). The File List does not change, and each Purchaser of the Listing buys the files on it. To sell a different set of files, you must create a new Listing. (b) *Availability.* You will keep each file on the File List available at its source, and unchanged, through each Purchaser's Access Period, including after you remove the Listing. (c) *Access for Graunt.* You will give Graunt read access to the files and their metadata through the access you set up in Seller Studio, and will maintain that access while the Listing is offered and through each Access Period. (d) *Delivery.* Purchasers will receive the files from your storage by the delivery methods you offer. You will bear your storage provider's charges for storing the files and, for delivery by download link, for transferring them. Where you deliver sealed files by drive or another channel, you will seal and send them as Seller Studio directs, to the address or destination the Purchaser provides, and record the shipment. For drives, the Purchaser will pay at checkout the price per drive you set, shipping included, and will keep the drives; Graunt will pass that price to you with the sale's payout and will take no commission on it. You will ship the drives insured, with a signature required, and record the carrier and tracking number. You bear the risk of loss or damage until delivery is complete, and until then you will replace at no charge a drive that is lost, damaged or does not read, failing which the Purchaser will be refunded in full, the drives included. You will ship the drives by the end of the seventh business day in the United States after the order is paid, or the fifteenth where the Purchaser bought more than 100 terabytes in the order. If you have recorded no shipment by then, the Purchaser may cancel the purchase until you record one and will be refunded in full, the drives and shipping included, and nothing will be paid to you for the sale. Delivery is complete when the Purchaser's check of the drives passes or, if no problem is reported by then, on the date the purchase's delivery page shows. For files that are missing or fail the Purchaser's check, reported before the dispute window closes under (f), that you do not fix, the refund is of those files' share of the price, in proportion to their size, and you keep the drives' price. (e) *Checks.* Graunt may check the files from time to time and may pause the Listing while the files are unavailable or have changed. (f) *Delivery disputes.* A Purchaser may report files that are missing, changed or corrupt, or that differ from the Listing's stated specifications, until the delivery's dispute window closes. You will have 5 business days after a report to correct the problem. If Graunt confirms a failure that you do not correct in time, Graunt will refund the Purchaser, in full or in part, under the Refund Policy, and will not pay you the Seller Net for the refunded amount. (g) *Purchaser information.* You will use the network address or cloud account a Purchaser uses to retrieve the files, as shown in your storage logs, only to perform the delivery, and will not use it to identify or contact the Purchaser. **5.6 Data Pools.** (a) *Licensors.* In each sale through a Data Pool, the contributing sellers whose records the sale includes are its licensors, each for its own records, and Graunt is not a licensor. (b) *Price.* Your contributed records are offered under the Marketplace License as part of the Data Pool, at its published list price or at a lower price Graunt agrees with a Purchaser for a particular order, which will not be less than one-half of the list price. (c) *Your share.* Your share of each sale through a Data Pool is the proportion of the sale price attributable to your records, determined by the weighting described in the Data Pool's published terms, less the Commission under Section 7.2(c). (d) *Samples.* You will provide samples of your contributed records when Graunt requests them for prospective Purchasers. (e) *Records of sale.* Graunt will record each sale through a Data Pool with the contributing sellers identified by reference and the share attributable to each. (f) *Warranties and limits.* Your warranties under Section 8 and your obligations under Sections 5.4 and 9 apply to your contributed records. As to a Purchaser, you warrant and indemnify only for your own records and are not responsible for records contributed by others. In a sale through a Data Pool, the limits in the Addendum apply to each contributing seller separately, measured by the portion of the price attributable to that seller's records. (g) *Pool terms.* The terms of a Data Pool shown to you when you contribute, including its record types and weighting, form part of this Agreement as to your contributions to that Data Pool, except that its published rates may change under Section 5.6(h). (h) *Changes to rates.* Graunt may change a Data Pool's published rates, and the list prices that follow from them, to reflect demand. A change applies only to sales made after Graunt publishes it. (i) *Trials.* A Purchaser may buy one trial of a Data Pool, of records drawn from the contributing sellers in proportion to their shares, of the size and in the way the Data Pool's published terms state, at its published rates. A trial is a sale through the Data Pool under Section 5.6(c). If the Purchaser later buys the whole Data Pool, (1) the price of the whole Data Pool is first set within the limits of Section 5.6(b) and divided among the contributing sellers under Section 5.6(c); (2) the amount the Purchaser paid for your records in its trial counts toward the part of that purchase's price attributable to your records, up to that part; and (3) if less than the smallest payment Graunt accepts remains to be paid for the whole Data Pool after the trial, the purchase completes at no charge. A trial counts only once, and only for records still in the Data Pool, and a trial that is refunded no longer counts. A purchase of part of a Data Pool does not charge the Purchaser again for records it holds from its trial, and the trial gives no other credit toward that purchase. The Commission on each purchase is calculated under Section 7.2(c) when the purchase is made and is not recalculated. ## 6. Policies You will comply with the Terms of Service (graunt.com/legal/terms), the Acceptable Use Policy (graunt.com/legal/aup), including its content rules, the Copyright and DMCA Policy (graunt.com/dmca) and the Repeat Infringer Policy (graunt.com/legal/repeat-infringer). ## 7. Fees, Payments and Payouts **7.1 Pricing.** You will set the price of each Listing, and of each License Type in which you offer it: Buy, and Reference, monthly, yearly or both. A License Type is offered only at a price you entered and confirmed. Each price is subject to the minimum price and pricing rules Graunt publishes at graunt.com/fees. **7.2 Commission.** (a) *Standard rates.* Graunt will retain a Commission on each sale of your Listings, calculated on your share of each order at the following marginal rates: 25% of the first $100,000; 18.75% of the portion above $100,000 up to $250,000; and 12.5% of the portion above $250,000. All lines, parts and payments of a single order are treated as one order in applying these rates. Each payment of a subscription is its own order. No Commission rate will be less than 10%. A lower rate that already applies to your account or to a Listing continues to apply, subject to that minimum. (b) *Agreed rates.* A Commission rate that Graunt agrees with you in writing, in Seller Studio or by email, including a launch seat or a special rate, applies in place of the standard rates for the period it states. (c) *Data Pools.* For a sale through a Data Pool, the Commission rates apply to your share of the sale alone, as if it were the whole order. (d) *Processing costs.* Graunt will pay payment processing costs out of its Commission. Graunt will not charge Purchasers a processing fee or deduct processing costs from Seller Net. (e) *Changes.* Graunt may change the standard Commission rates for future sales on 30 days' notice in Seller Studio. The Commission rate for each sale is fixed when the purchase is made. If Graunt retains more Commission on a sale than the version of this Agreement that applies to you permits, Graunt will pay you the difference. **7.3 Payouts.** (a) *Transfers.* Graunt will pay the Seller Net for each sale by a separate transfer through Stripe Connect. (b) *First-time sellers.* For a first-time seller, Graunt will hold payouts for 72 hours after Stripe confirms the Purchaser's payment. (c) *Dispute windows.* Graunt will pay out a sale whose delivery carries a dispute window after the window closes and no report made within it remains open. Each sale of a Seller-Hosted Listing carries a dispute window, as does each sale of a Listing whose files Graunt holds where the sale is $100,000 or more or its order is $1,000,000 or more. For such a sale, the window runs from when the Purchaser's access opens, for 5 business days where up to 10 terabytes were bought, 10 up to 100 terabytes, 20 up to 1 petabyte and 30 above, and then for 5 more business days. (d) *Bank payments.* Graunt will pay out a sale paid by bank debit or bank transfer after the return period the bank allows for that payment. (e) *Multiple holds.* Where more than one of these holds applies, the latest governs. No other hold applies except under Section 7.4. (f) *Incomplete payout setup.* Seller Net accrues to you at the time of each sale, whether or not you have completed payout setup. Graunt will hold Seller Net it cannot pay because your payout setup is incomplete; that Seller Net remains yours, becomes payable when you complete payout setup, is shown in Seller Studio and is not forfeited by the passage of time. Graunt will report and remit Seller Net that remains unclaimed beyond the period set by applicable unclaimed-property law as that law requires. **7.4 Holds and reserves.** Graunt may withhold payouts, or hold a reserve from amounts payable to you, (a) while Graunt reasonably believes there is a risk of refunds, chargebacks, claims or fraud relating to your sales, Listings or account, for as long as that risk lasts, and (b) where the law or a court order requires it. Graunt will tell you why it withholds or reserves an amount. When the reason ends, Graunt will pay you what it withheld or reserved, less any amount you owe Purchasers or Graunt under this Agreement. **7.5 Refunds, chargebacks and set-off.** (a) *Reversals.* If a Purchaser receives a refund, in whole or in part, under the Refund Policy, the Marketplace License, the Addendum or an Order Form you signed, or reverses a payment through a card network or payment provider, the Seller Net for the refunded or reversed amount will be reversed. (b) *Commission on refunds.* Graunt will not recover from you its Commission on a refunded or reversed amount. (c) *Recovery and set-off.* Graunt may recover any amount you owe under this Agreement by reversing a transfer to you, by setting it off against amounts payable to you or by invoicing you. Any amount not recovered from your payouts is a debt payable to Graunt on demand. (d) *Chargebacks.* Repeated chargebacks may result in Strikes. **7.6 Taxes.** (a) *Sales and similar taxes.* You are responsible for determining, collecting, reporting and remitting any sales, use, value-added or similar taxes that apply to your sales, except where marketplace-facilitator law requires Graunt to collect and remit them, in which case Graunt will do so and will notify you. (b) *Income taxes.* You are responsible for income taxes on Seller Net. (c) *Tax information and withholding.* You will give Graunt or its payment processor the tax information it requests, including a Form W-9 or W-8. Graunt may withhold from payouts any tax it is required by law to withhold, including backup withholding, and will report payments to tax authorities as the law requires. (d) *Tax advice.* Graunt does not provide tax advice. **7.7 Listing Preparation Services and storage.** (a) *Listing Preparation Services.* Use of Listing Preparation Services beyond their free allowance is a paid service, and you authorize Graunt to charge your saved payment method for the charges you incur, at the rates and within the limits shown to you before the work begins. These charges are fees for a service between you and Graunt and will not be deducted from sale proceeds or Purchaser payments. You may remove your saved payment method at any time, which stops new paid work from starting and does not affect charges already incurred. (b) *Storage.* You have a free allowance for storing the files you upload to the Service, as shown in Seller Studio. If you add storage in Seller Studio, you authorize Graunt to charge your saved payment method each month, at the price shown there, for the storage you hold above the allowance. You may cancel the added storage once the storage you hold is within the allowance. Graunt will give you at least 30 days' notice in Seller Studio before it increases that price or reduces the allowance. **7.8 Subscription Listings.** (a) *Price and renewal.* If you offer a Listing by subscription, Graunt will show Purchasers the price and billing interval you set before checkout. A subscription renews automatically until the Purchaser cancels it, and a Purchaser that cancels keeps access through the end of the paid period. A price change applies only to billing periods that begin after the change. (b) *Reference.* A subscription sold as Reference grants the Purchaser's organization the Reference License Type of the Marketplace License. Reference is offered only on a Listing whose files Graunt holds and whose Content includes text Graunt can read. Reference gives the subscriber access to that text through Graunt's read channels within a daily limit, and no download of your files. On a Listing of video, images or audio, a Reference subscriber is licensed only that text, receives none of the video, images or audio, and holds any sample of them for evaluation only. (c) *Other subscriptions.* A subscription that was not sold as Reference, and each of its renewals, grants the uses your Listing's permissions allow, regardless of what the Listing offers later. **7.9 Non-circumvention.** (a) *Introduction.* A Purchaser is introduced to you through Graunt (an "Introduction") when it acquires one of your Listings, or when Graunt puts you and the Purchaser in contact about your Content. (b) *Transactions through the Service.* From an Introduction until 24 months after that Purchaser's last purchase of your Content through the Service or, if it has made no purchase, until 12 months after the Introduction (the "Non-Circumvention Period"), you will license, sell or deliver your Content, and data substantially the same as it, to that Purchaser and its affiliates only through the Service. This does not restrict rights or delivery under a completed purchase. (c) *Transactions outside the Service.* If you enter into a transaction described in Section 7.9(b) outside the Service during the Non-Circumvention Period, you will notify Graunt at support@graunt.com within 14 days and pay Graunt the Commission it would have earned had the transaction been made through the Service, calculated under Section 7.2 at your rates on the date of the transaction, on the committed contract value for the covered data. Each amount Graunt collects from you or the Purchaser for that transaction reduces this obligation. (d) *Presumption.* Such a transaction is presumed to result from the Introduction. This Section 7.9 does not apply to a transaction if you or the Purchaser shows that the relationship for that data arose independently of Graunt, including through earlier dealings. ## 8. Warranties and Disclaimer **8.1 Your representations and warranties.** You represent and warrant to Graunt, for each Listing you create, both when you create it and at the time of each sale, that: 1. **Rights.** You created the Content, or you hold all rights, licenses, consents and permissions needed to offer it through the Service and to grant the Marketplace License to Purchasers. 2. **Non-infringement.** To your knowledge after reasonable inquiry, the Content does not infringe or misappropriate any third party's copyright, trademark, trade secret, patent, right of publicity or other proprietary right. 3. **Content rules.** The Content complies with the content rules in the Acceptable Use Policy. 4. **Personal data.** The Content does not contain personal data, including health data, biometric data or precise geolocation linked to an identifiable individual, except as the Acceptable Use Policy permits and as declared in the Listing. Where a Listing states that personal details were removed, you removed the identifiers you found and replaced the people and companies with placeholders, and the Listing does not describe the remaining data, which is personal information and not anonymous data, as anonymous, anonymized or free of personal information. 5. **Sanctions and export control.** You are not, and are not owned or controlled by, a person or entity that is the subject of United States sanctions; you are not located in a country or territory subject to comprehensive United States sanctions; and you are not a "covered person" as defined in 28 C.F.R. Part 202. The Content is not subject to export controls under the International Traffic in Arms Regulations, the Export Administration Regulations or similar laws, and you will comply with the export control and sanctions laws that apply to you. 6. **Court orders.** The Content is not subject to any court order, litigation hold or administrative order that restricts its distribution. 7. **Listing information.** All information you provide or confirm for a Listing, including its description, provenance and rights declarations, is accurate to the best of your knowledge and is not misleading. 8. **Authority.** You have full power and authority to enter into and perform this Agreement. 9. **Compliance with law.** Your creation, offering and sale of the Content comply with all applicable laws, including data protection, consumer protection and anti-money-laundering laws. 10. **Lawful collection.** You, and anyone from whom you obtained the Content, collected and recorded it lawfully, and not by unauthorized access to a system or account, in breach of a website's or service's terms, by deception, or by recording a private conversation, or a person in a private place, without the consent the law requires. 11. **People in the Content.** Where the Content shows or records any Identifiable Person, the Release Status you declare is accurate, and each Identifiable Person who is a subject of the Content has signed a model release covering the uses the Marketplace License grants, including use by a Client. Where you declare Evidence on file or Seller attested, every Identifiable Person has signed such a release. Where you declare Incomplete, each Identifiable Person without a release appears only incidentally. No Identifiable Person under 18 is a subject of the Content unless you declare Evidence on file and hold a release signed by that person's parent or guardian, and each Identifiable Person under 18 who appears only incidentally has their face blurred or is removed from the Content. 12. **Seller-Hosted Listings.** For a Seller-Hosted Listing, the files at the source match the File List. 13. **AI-generated content.** Your declaration of whether the Content is AI-generated, in whole or in part, is accurate. 14. **Manipulated material.** You have not knowingly added material intended to corrupt or manipulate a model trained on the Content. **8.2 Disclaimer.** THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. GRAUNT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY LEVEL OF SALES OR PAYOUTS WILL OCCUR, OR THAT ANY FEATURE WILL REMAIN AVAILABLE. ## 9. Indemnification **9.1 Indemnity.** You will defend, indemnify and hold harmless Graunt, its affiliates and their respective officers, directors, employees and agents from and against any claim, demand, suit or proceeding brought by a third party, including a Purchaser, a Client or a government authority (each, a "Third-Party Claim"), and any losses, damages, fines, settlements, costs and reasonable attorneys' fees that result from it, to the extent the Third-Party Claim arises out of or relates to: (a) the Content, including a Third-Party Claim that it infringes, misappropriates or violates any person's intellectual property, privacy, publicity or contract rights; (b) any breach or alleged breach of your warranties in Section 8, or any breach of this Agreement or the Policies, by you or anyone acting for you; or (c) any violation of law by you or anyone acting for you, including data protection, export control, sanctions and tax laws. **9.2 Exclusions.** You are not required to indemnify the persons named in Section 9.1 to the extent a Third-Party Claim results from Graunt's breach of this Agreement, Graunt's negligence or willful misconduct, or a Purchaser's use of the Content outside the Marketplace License. **9.3 Procedure.** Graunt will notify you of a Third-Party Claim promptly; a delay relieves you of your obligations only to the extent it materially prejudices you. You will control the defense and any settlement, with counsel reasonably acceptable to Graunt, and Graunt will cooperate at your expense. You will not settle a Third-Party Claim in a way that admits fault for Graunt or requires Graunt to pay or do anything without Graunt's written consent. Graunt may participate in the defense with its own counsel at its own expense. **9.4 No limitation.** Your obligations under this Section 9 are not subject to any limitation of liability, including Section 10. ## 10. Limitation of Liability **10.1 Limits on liability.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAUNT'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE COMMISSION GRAUNT RETAINED FROM YOUR SALES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) $100. IN NO EVENT WILL GRAUNT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR DATA OR BUSINESS INTERRUPTION. **10.2 Exceptions.** SECTION 10.1 DOES NOT LIMIT GRAUNT'S OBLIGATION TO PAY YOU SELLER NET THAT IS DUE UNDER THIS AGREEMENT. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES GRAUNT'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. ## 11. Term and Termination **11.1 Term.** This Agreement takes effect when you accept it and continues until terminated. **11.2 Termination by you.** You may terminate this Agreement at any time by removing all of your Listings, ceasing to upload Content and notifying Graunt through Seller Studio or at support@graunt.com. **11.3 Termination by Graunt.** Graunt may terminate this Agreement for any reason on 30 days' notice; sales completed before the termination, and the payouts due on them, are unaffected. Graunt may also terminate this Agreement, suspend your account or remove any of your Listings, with or without notice: (a) for breach of this Agreement or the Policies; (b) on the accrual of three Strikes, or on an escalation for a serious violation, under the Repeat Infringer Policy; (c) in response to valid legal process; (d) where continued operation of your account or Listings would expose Graunt or third parties to legal, regulatory or reputational risk; (e) for non-payment of amounts owed; or (f) for prolonged inactivity, subject to the retention practices described in the Privacy Policy. **11.4 No re-registration.** After Graunt terminates this Agreement for cause, you will not open or use another account, directly or through another person or entity, to return to the Service, and Graunt may close any such account. **11.5 Effect of termination.** On termination: (a) Graunt will remove your Listings from the Service; (b) Graunt will complete or refund pending transactions; (c) Graunt will pay amounts owed to you, subject to Section 7.4 and to any amounts you owe to Graunt or to Purchasers; (d) your warranties and indemnification obligations under Sections 8 and 9, and those you gave Purchasers and their Clients under Section 5.4, continue as to sales completed during the term; and (e) the licenses in Sections 4 and 5 continue only as provided in Section 4.2. ## 12. Dispute Resolution PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. **12.1 Informal resolution.** Before starting an arbitration, a party will give the other written notice of the dispute under Section 15.12, and the parties will try in good faith to resolve it for 30 days. **12.2 Arbitration.** Any dispute, claim or controversy arising out of or relating to this Agreement, the Service or the relationship between you and Graunt, including the validity, scope or enforceability of this Section 12, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, as modified by this Section 12. The Federal Arbitration Act governs this Section 12. **12.3 Arbitration procedure.** The arbitration will be seated in Wilmington, Delaware, and conducted in English before one arbitrator selected under the American Arbitration Association's rules. The proceedings and any award are confidential, except as required by law or to enforce or challenge an award. Judgment on the award may be entered in any court of competent jurisdiction. **12.4 Individual claims.** YOU AND GRAUNT MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not preside over any class or representative proceeding and may not consolidate the claims of more than one person. If this Section 12.4 is found unenforceable in a way that would require an arbitrator to preside over a class or representative proceeding, this Section 12 will not apply to that dispute, and Section 12.7 will apply. **12.5 Exceptions to arbitration.** Notwithstanding Section 12.2, either party may seek an injunction in court to protect its intellectual property or Confidential Information, and either party may bring an individual claim in a small-claims court within that court's jurisdiction. **12.6 Costs.** Each party will bear its own costs, attorneys' fees and expenses of the arbitration, except as the arbitrator awards under applicable law or the American Arbitration Association's rules. **12.7 Courts.** Any claim not subject to arbitration under this Section 12, and any action to enforce an award, will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of those courts. **12.8 Opt-out.** You may opt out of this Section 12 by sending written notice to support@graunt.com, with the subject line "Arbitration opt-out," within 30 days after you first accept this Agreement, naming your account and stating that you opt out. An opt-out applies only to this Section 12 and to disputes arising after Graunt receives it, and does not affect any other provision of this Agreement. ## 13. Confidentiality **13.1 Definition.** "Confidential Information" means non-public information that one party discloses to the other under this Agreement and that is marked as confidential or would reasonably be understood to be confidential, including Graunt's non-public product plans and marketplace data, your non-public Content and pricing discussions, and the identity of any Purchaser or Client that has not been publicly disclosed. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party before disclosure, is received from a third party without a duty of confidentiality or is independently developed by the receiving party. **13.2 Obligations.** The receiving party will use the other party's Confidential Information only to perform this Agreement, will protect it with at least reasonable care and will not disclose it except to its employees, contractors and advisers who need it for that purpose and are bound by obligations of confidentiality, or as required by law. Where disclosure is required by law, the receiving party will give the disclosing party prompt notice where lawful. ## 14. Data Protection and Records **14.1 Roles.** You are responsible for the personal information in your Content and for having any lawful basis, notice or consent the law requires to license it. When Graunt hosts, prepares, previews and delivers Content that contains personal information, Graunt will process it on your behalf and in accordance with this Agreement, as your processor or service provider under applicable data protection law. Graunt is an independent controller of the account, transaction and usage information it collects to operate the Service, as described in its Privacy Policy. **14.2 Graunt's obligations.** In processing personal information in your Content, Graunt will: (a) process it only to provide the Service, to perform this Agreement and as the law requires; (b) ensure that personnel who process it are bound by obligations of confidentiality; (c) maintain reasonable technical and organizational security measures; (d) engage only the subprocessors listed in its Privacy Policy, under written terms that protect the information, and remain responsible for them; (e) notify you without undue delay after becoming aware of a security breach affecting it; (f) provide reasonable assistance with requests from individuals and with your obligations under data protection law; and (g) at your choice, delete or return the personal information in your Content when Graunt stops providing the Service for it, and delete existing copies, except what Entitlements granted before then need and what the law requires Graunt to keep, which it keeps only for those purposes. **14.3 Transfers.** Where data protection law requires a transfer mechanism for personal information in your Content, the parties will rely on, and on request will enter into, the standard contractual clauses approved for that purpose. **14.4 Records.** You will keep records of your Chain of Title, consents, releases and compliance sufficient to support your warranties under Sections 5.4 and 8, including the releases behind each Release Status you declare, for at least 7 years after the last sale of the relevant Content. On Graunt's reasonable written request in connection with a specific Third-Party Claim, regulatory inquiry or takedown notice, you will promptly provide those records. Graunt will limit each request to the matter concerned. ## 15. General **15.1 Entire agreement.** This Agreement, together with the Terms of Service, the Marketplace License, the Addendum, the Policies and any rates and terms Graunt agrees with you in writing under Section 7.2(b), each incorporated by reference, is the entire agreement between you and Graunt regarding your sale of Content through the Service and supersedes all prior agreements on that subject. **15.2 Order of precedence.** If this Agreement conflicts with the Terms of Service on a matter concerning selling, this Agreement controls. **15.3 Changes to this Agreement.** Graunt may amend this Agreement by posting the amended Agreement at graunt.com/legal with its effective date and giving notice of the amendment in Seller Studio. If you accepted an earlier version of this Agreement, an amendment takes effect for you 30 days after Graunt gives that notice. Your continued use of the Service after an amendment takes effect for you constitutes your acceptance of the amendment. If you do not agree to an amendment, you may terminate this Agreement under Section 11.2 (Termination by you). A sale completed before an amendment takes effect for you remains subject to the terms in effect when the sale was made. An amendment to Section 12 (Dispute Resolution) does not apply to a dispute of which either party gave the other notice before the amendment was posted. Changes to the Commission are governed by Section 7.2(e) (Changes). **15.4 Governing law.** This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. **15.5 Assignment.** You may not assign this Agreement without Graunt's prior written consent. Graunt may assign this Agreement without your consent to an affiliate, or to a successor or acquirer in a merger, reorganization or sale of all or substantially all of its assets or business. **15.6 Severability.** If any provision of this Agreement is held unenforceable, the remaining provisions continue in full force, except as provided in Section 12.4. **15.7 No waiver.** A failure or delay in enforcing a right is not a waiver of that right. **15.8 Force majeure.** Neither party will be liable for a failure to perform caused by events beyond its reasonable control. **15.9 Independent contractors.** Except for the limited agency in Section 3.2, the parties are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship. **15.10 Third-party beneficiaries.** Purchasers and Clients may enforce Sections 4.3, 5.4 and 5.6(f) against you directly. Otherwise, this Agreement confers no rights on any third party. **15.11 Electronic signatures.** The parties consent to the use of electronic records and signatures. **15.12 Notices.** Graunt may give you notice by email to the address associated with your account or in Seller Studio. Notices to Graunt must be sent to support@graunt.com with the subject line "Legal notice." **15.13 Interpretation.** Headings are for convenience only. "Including" means "including without limitation." ## 16. Survival Sections 4.2, 4.3, 5.3, 5.4, 5.5 (through each Access Period), 5.6(f), 7.4, 7.5, 7.6, 7.9, 8, 9, 10, 11.4, 11.5, 12, 13, 14, 15 and 16, and any other provision that by its nature should survive, survive termination of this Agreement.