MANAGED MARKETPLACE SUPPLIER TERMS OF SERVICE

Last Updated: October 13, 2026

Appendix 2: Terms & Conditions for Managed Marketplace Services

1. Definitions

1.1 Business Day shall refer to a day other than a Saturday, Sunday, or U.S. federal holiday.

1.2 Award shall refer to Customer’s acceptance, through the Platform, of a Network Buyer’s bid for Excess Inventory.

1.3 Award Notification shall refer to SA’s notice of an Award to the Network Buyer.

1.4 Order Cut shall refer to any reduction, after Award, in the quantity of Excess Inventory that Customer will make available to a Network Buyer.

1.5 Availability Confirmation shall refer to Customer’s written confirmation, sent to SA or the Network Buyer, that the awarded Excess Inventory is ready for pickup.

1.6 Awarded Value shall refer to the total purchase price of the Excess Inventory in an Award.

1.7 Received Value shall refer to the purchase price of the Excess Inventory the Network Buyer actually receives.

1.8 Dispute Window shall refer to five (5) Business Days after the Network Buyer receives the Excess Inventory.

2. Excess Inventory Descriptions

Customer is solely responsible for providing accurate information and descriptions for the Excess Inventory (“Product Information”). If such Product Information is not accurate or is misleading, Customer shall assume full responsibility for any liability which arises from the use of such Product Information by SA or any Buyer. Customer hereby releases SA, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the use of such Product Information.

2.1 Price Adjustments for Description Errors. If the Product Information Customer provides (in an offer sheet, a linked product catalog, or anywhere else) is missing information or wrong, the Network Buyer may request a price adjustment within the Dispute Window. The Network Buyer must submit evidence of the value it can recover from the Excess Inventory actually delivered. SA may mediate the request and will decide the final adjusted price, and that decision is binding for payout purposes. Customer’s payout will reflect the adjusted price.

2.2 SA-Enhanced Descriptions. Product Information doesn’t include AI-generated enhanced item descriptions that SA generates (“Enhanced Descriptions”). Network Buyers are responsible for checking Enhanced Descriptions, and SA won’t adjust pricing for errors in them. Customer’s payout for those orders will be based on the originally agreed purchase price.

3. Sales of Excess Inventory

For the avoidance of doubt, the sale of Customer’s inventory occurs between Customer and any Buyers. Customer represents that the Excess Inventory complies with all relevant federal and state regulatory requirements. SA is not responsible for insuring either Customer or any Buyers for the quality, safety, legality, or distribution of Customer’s Excess Inventory. Customer shall be solely responsible for the packaging, handling, loading, unloading, and insuring items of Excess Inventory that are tendered to any Buyer, and SA shall have no responsibility or liability with respect thereto. Customer understands that SA will not inspect any Excess Inventory prior to a sale to a Buyer and that any such inspection must be completed by Customer prior to shipment to the relevant Buyer.

4. Ownership of Excess Inventory

Customer hereby confirms it is the lawful owner of the Excess Inventory and Customer has the right to sell any Excess Inventory loaded into the Platform. Customer represents and warrants that the Excess Inventory is of merchantable quality, free from defects unless identified as such by Customer, and is not subject to any liens or other encumbrances, including blanket liens. Customer remains responsible for all expenses related to storage of the Excess Inventory until sold to a third-party Buyer. In no event shall SA be deemed to own the Excess Inventory nor shall title to any of the Excess Inventory be deemed to be transferred to SA by virtue of this Agreement. Title to the Excess Inventory shall be retained by Customer until such time as the Excess Inventory is sold to a Buyer and delivered to such Buyer or to a common carrier, in which case title to such Excess Inventory shall pass to the Buyer of such Excess Inventory.

5. Lead Time

Customer must specify lead time required to make inventory available for pickup at the time of listing and abide by that timeline. If inventory is not made available for pickup within the communicated timeline, the Buyer will have the option to cancel the order without penalties.

6. General dispute and notice procedure

6.1 Dispute Notices. All cancellation notices, adjustment requests, and disputes under this Appendix must be sent by email to cs@spoileralert.com within the time period this Appendix sets. A request that isn’t sent within that period is deemed waived.

6.2 Unresponsive Counterparty. Customer or a Network Buyer may cancel an order without penalty if the other party (i) doesn’t respond to a written inquiry about a purchase order or freight coordination within two (2) Business Days, or (ii) doesn’t resolve that inquiry within five (5) Business Days of when it was first raised.

Customer shall respond to and use commercially reasonable efforts to resolve any inquiry regarding the merchantability of Inventory within two (2) Business Days after receipt of such inquiry.

7. Cancellation Rights

7.1 Buyer Cancellation Before Purchase Order. A Network Buyer may cancel its order without penalty (i) within one (1) Business Day of the Award Notification, if it wasn’t awarded the full quantity it bid on, or (ii) if Customer doesn’t answer a request for information SA needs to issue a purchase order within two (2) Business Days of the request.

7.2 Customer Cancellation for Delayed Purchase Order. Customer may cancel an Award without penalty if SA doesn’t issue a purchase order within four (4) Business Days of the Award. This right doesn’t apply if the delay comes from an open SA request to Customer that Customer hasn’t answered.

7.3 Buyer Cancellation Following Order Cut. A Network Buyer may cancel its order without penalty within one (1) Business Day of being notified of an Order Cut.

7.4 Customer Cancellation for Unscheduled Pickup. Customer may cancel an order and resell the Excess Inventory if the Network Buyer doesn’t schedule freight within five (5) Business Days of Availability Confirmation.

7.5 Customer Cancellation for Delayed Pickup. Customer may cancel an order if the scheduled pickup date is fourteen (14) or more calendar days after Availability Confirmation, even though freight has been scheduled. Customer must give notice at least two (2) Business Days before the scheduled pickup date.

7.6 Buyer Suspension. SA may, at its sole discretion, suspend a Network Buyer’s access to Managed Marketplace listings if that Network Buyer fails to schedule or complete a timely pickup, or has an invoice sixty (60) or more days past due with no open dispute. SA isn’t obligated to suspend any Network Buyer, and Customer’s sole remedy for a Network Buyer’s failure to pick up is the cancellation right above.

8. Failure to Honor Pickup Appointment

If Customer confirms a pickup appointment and the Network Buyer’s carrier arrives at the designated pickup location on time, but Customer fails to load and release the vehicle within two (2) hours of the scheduled appointment time (or the carrier’s check-in time, if later), Customer will be responsible for any detention charges assessed by the carrier. Additionally, if Customer confirms a pickup appointment but fails to tender for pickup the inventory identified on the applicable purchase order, Customer will be responsible for any truck ordered not used (“TONU”) charges assessed by the carrier.

9. Risk of Loss or Damage

Customer shall assume all liabilities associated with the Excess Inventory, including risk of loss or damage until such Excess Inventory item is sold and delivered to the Buyer.

10. Product Recall

If any item of Excess Inventory is required by applicable law to be recalled or if Customer reasonably determines that a recall is advisable because the items may create a potential safety hazard, are not in compliance with any applicable code, standard, or legal requirement, or contain a defect or non-conformance, Customer shall promptly communicate such facts to SA and SA will work with Customer to remove such recalled Excess Inventory from being offered for sale through the Services. Customer shall be solely responsible for the reasonable costs and expenses incurred in connection with any recall, repair, replacement, or refund program, including all costs related to (i) investigating and/or inspecting the affected items; (ii) notifying Buyers; (iii) repairing, or whenever repair of the items is impracticable or impossible, repurchasing or replacing the recalled items; and (iv) packing and shipping the recalled items and any replacement items to the Buyer.

11. Disputes

If there is a dispute between Customer and any Buyer relating to the Excess Inventory or the purchase and sale thereof through the Services, Customer agrees that SA is under no obligation to become involved in any such disputes or to handle such disputes on Customer’s behalf, except as expressly provided in this Appendix. Customer hereby releases SA, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. Customer agrees to cooperate with SA and any relevant Buyer on any disputes related to the sale of Excess Inventory, including outcomes whereby Customer agrees to credit or reimburse such Buyer via SA based on a breach by Customer of its representations. Customer agrees to be bound by SA’s determinations under this Appendix for purposes of calculating Net Sales and payouts.

12. Unacceptable Inventory

In the event that a Buyer’s entire order is refunded (e.g., product recalled, shipped incorrect product), Customer will become responsible for the cost of freight.

13. No Warranty

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY EXCESS INVENTORY ITEM SOLD BY SA IS BEING SOLD ON AN “AS IS- WHERE IS” BASIS, WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SA SHALL NOT BE LIABLE FOR LOSS OF REVENUES OR PROFITS, INCONVENIENCE, EXPENSE FOR SUBSTITUTE GOODS OR SERVICES, STORAGE CHARGES, LOSS OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE OR MISUSE OF, OR INABILITY TO USE THE ITEM SOLD. CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO SA, BUYER AND BUYER’S PROPERTY AND TO OTHERS AND THEIR PROPERTY ARISING OUT OF USE OR MISUSE OF, OR INABILITY TO USE THE ITEM SOLD.

14. Restriction on Buyer Agreements

Customer agrees it will not enter into any separate agreement with any Buyers introduced to Customer through use of the Services relating to Customer’s Excess Inventory.

15. Third Party Payment Processors

Payments made by Buyers to SA will be processed by SA using a third-party payment processor. These payments may be subject to additional terms and conditions imposed by such third-party payment processors. Any such additional terms shall be provided by SA to Customer.

16. Limitations of Liability

IN NO EVENT WILL SPOILER ALERT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER SPOILER ALERT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SPOILER ALERT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO SPOILER ALERT FOR SERVICES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Insurance

During the Term, Customer shall have an insurance policy in place providing adequate coverages against product liability risks related to the Excess Inventory. Customer shall provide to SA or any Buyer, upon request, with documentary proof that such an insurance policy has been taken out and that it is being maintained. To its knowledge, Customer has product liability insurance of the type and in the amounts typically maintained by similar companies operating in the industry in which Customer operates. During the term of this Agreement, Customer shall also be responsible for maintaining any and all insurance on the Excess Inventory to protect all parties from risk of loss or damage. In no event shall SA be responsible for obtaining any insurance or paying any insurance premium to insure the Excess Inventory.

18. Freight and Logistics

18.1 Delivery Address Changes. After Award, a Network Buyer forgoes its right to change the ship-to address on a delivery order. Customer may choose to honor a change request at its sole discretion. If it does, the Network Buyer pays any added freight cost. Network Buyers may change the destination on pickup orders only before SA issues its purchase order.

18.2 Freight Adjustment for Order Cuts. If the Received Value is fifty percent (50%) or less of the Awarded Value, the Network Buyer may request a freight adjustment within the Dispute Window. The adjustment equals total freight cost × (Awarded Value − Received Value) / Awarded Value. Customer’s payout will be reduced by the approved adjustment.

18.3 Incorrect Inventory (Delivery Orders). If Customer or its carrier or third-party logistics provider ships the wrong Excess Inventory, the Network Buyer won’t owe payment for that order and Customer won’t receive a payout for it. The Network Buyer must notify SA within the Dispute Window.

18.4 Incorrect Inventory (Pickup Orders). If the Network Buyer’s carrier loads the wrong Excess Inventory because Customer labeled it incorrectly, Customer won’t receive a payout for that order. On request, Customer will also reimburse the Network Buyer’s freight costs and any documented destruction costs. If the inventory was labeled correctly and the Network Buyer’s carrier still loads the wrong order, the Network Buyer owes the full purchase price. Invoice adjustment requests must be submitted within the Dispute Window.

18.5 Contested Delivery. The Network Buyer must notify SA that they never received the load in questions within five (5) business days of invoice receipt. If a Network Buyer disputes that a delivery happened, Customer must provide supplementary proof of delivery within two (2) Business Days of SA’s notice. Acceptable proof includes carrier driver or GPS logs, or photos clearly showing the inventory and the delivery location. If Customer can’t provide it, SA won’t pay out for that order, and Customer may file a claim with its freight provider.