Avoylo Seller Services Agreement

Version: 0.1 Last Updated: September 28, 2026 Effective Date: [TBD BEFORE PUBLICATION]

This Seller Services Agreement ("Seller Agreement") is entered into between [COMPANY LEGAL NAME TBD], doing business as Avoylo ("Avoylo," "we," "us," or "our"), and the business or organization that registers for or uses Avoylo Seller Services ("Seller," "you," or "your").

If an individual accepts this Seller Agreement on behalf of a company or other organization, that individual represents that they are at least 18 years old, are legally capable of accepting this Agreement, and have authority to bind the Seller.

By accepting this Seller Agreement or using Seller Services, Seller agrees to this Agreement, the Avoylo Terms of Service, and the incorporated policies identified below.

1. Seller Services

Avoylo provides technology and operational infrastructure that may allow Seller to:

• submit prepacked inventory;
• create Parcel profiles;
• create Batches and Placements;
• offer storage terms;
• match with eligible Hosts;
• coordinate inbound shipping;
• maintain inventory records;
• submit customer orders;
• allocate exact Parcels;
• coordinate Host fulfillment;
• create or obtain shipping labels;
• track carrier events;
• receive billing statements;
• manage incidents and claims;
• request returns, transfers, or removal;
• connect supported commerce platforms; and
• use related Seller tools.

The initial service is designed around prepacked, sealed, customer-ready Parcels.

2. Incorporated Documents

This Seller Agreement incorporates, where applicable:

• Avoylo Terms of Service;
• Operations Policy;
• Seller Services Policy;
• Prohibited & Restricted Items Policy;
• Billing & Payment Policy;
• Privacy & Location Policy;
• Privacy Policy;
• Claims & Incident Policy;
• Shipping & Carrier Policy;
• Seller Packing & Inbound Standards;
• Host Services Policy to the extent relevant to Seller interactions;
• and other service-specific terms accepted by Seller.

If an Accepted Term for a specific Placement expressly differs from a general pricing term, the Accepted Term controls for that Placement.

If this Seller Agreement expressly conflicts with a general policy on a Seller contractual matter, this Seller Agreement controls.

3. Seller Account

Seller must maintain accurate:

• legal or business name;
• authorized-user information;
• contact information;
• billing information;
• operational information; and
• other required account data.

Seller is responsible for actions taken by users Seller authorizes to access the Seller organization.

4. Authorized Users

Seller may permit authorized personnel to access the Seller account.

Seller is responsible for assigning roles appropriately and promptly removing access when a person is no longer authorized.

Seller must not knowingly share one user's credentials among multiple people where Avoylo provides individual accounts or roles.

5. Seller Business Responsibility

Seller, not Avoylo or a Host, is responsible for Seller's underlying retail business and customer relationship.

Seller is responsible for:

• lawful sale of products;
• product descriptions;
• customer pricing;
• customer refunds;
• sales tax obligations attributable to Seller's retail sales;
• consumer-law obligations applicable to Seller;
• product safety;
• recalls;
• warranties Seller gives customers;
• regulatory compliance;
• intellectual-property rights; and
• customer support except for services Avoylo expressly agrees to provide.

6. Eligible Inventory

Seller may submit only inventory eligible under Avoylo's current rules.

Seller must not send inventory merely because a carrier is willing to transport it.

The Prohibited & Restricted Items Policy controls Avoylo eligibility.

7. Seller Product Representations

Seller represents and warrants that inventory submitted to Avoylo:

• is lawfully owned or controlled by Seller;
• may lawfully be stored, shipped, sold, and distributed as proposed;
• is not counterfeit, stolen, or unlawfully obtained;
• complies with applicable safety and labeling requirements;
• is not knowingly recalled or unsafe unless Avoylo expressly authorizes a recall/removal workflow;
• is accurately classified for Avoylo eligibility purposes;
• does not contain hidden prohibited contents; and
• does not infringe third-party intellectual-property rights.

8. Prepacked and Sealed Requirement

Seller must prepare inventory according to the Seller Packing & Inbound Standards.

Under the initial service, each ordinary customer-fulfillable unit must arrive:

• packed;
• sealed;
• externally identifiable;
• operationally declared; and
• ready for future outbound labeling without ordinary Host repacking.

Seller must not assume that the Host will perform loose-SKU picking, kitting, repacking, or product inspection.

9. Parcel Declarations

Seller must provide materially accurate information requested by Avoylo, including where relevant:

• quantity;
• gross packed weight;
• outer dimensions;
• product category;
• restricted characteristics;
• Parcel value;
• battery information;
• liquid or aerosol information;
• expiration data;
• inbound tracking; and
• other eligibility or operational facts.

Seller's original declaration may be preserved even if a Host or carrier later reports a different observation.

10. Misdeclaration

If Seller declarations materially differ from the physical Parcel, Avoylo may:

• hold receipt;
• create a discrepancy Incident;
• require correction;
• require rematching;
• adjust capacity;
• pass through authoritative carrier adjustments;
• quarantine inventory;
• return or remove inventory; or
• take another action permitted by the applicable policies.

A misdeclaration does not automatically establish fraud, but deliberate falsification is a material breach.

11. Parcel Identity

Seller must correctly associate each physical Parcel with its Avoylo identity.

Seller must not intentionally:

• duplicate Parcel identities;
• switch labels between Parcels;
• create fake Parcels;
• reuse retired identities;
• or substitute inventory without an authorized correction.

12. Batch and Placement

Seller may group Parcels into a Batch.

A Placement is the specific inventory committed to one Host Location through Avoylo's matching workflow.

A Batch is assigned as a whole to one Host Location unless Avoylo explicitly divides it into separate Placements before assignment.

Seller must not silently append later replenishment into an already committed Placement unless Avoylo expressly supports that workflow.

13. Host Matching

Seller acknowledges that Avoylo may offer a Placement to multiple eligible Hosts.

The first valid authoritative acceptance may win the Placement.

Seller does not have a contractual right to a particular Host merely because that Host appeared eligible or viewed an Opportunity.

14. Storage Bid

Seller chooses the applicable storage offer subject to any Avoylo minimum or other valid pricing constraint.

A recommended storage rate is guidance, not a representation that every Host will accept it and not a guaranteed market rate.

The accepted storage price is frozen in the applicable Accepted Terms when the Host validly accepts the Placement.

15. Current Pilot Storage Economics

Under the current pilot pricing version:

• Seller pays the accepted storage charge;
• Host receives 100% of that storage charge as Host storage earning;
• Avoylo's storage allocation is $0.

Future pricing may change prospectively through a later pricing version.

16. Inbound Authorization

Seller must not send inventory to a Host until Avoylo provides the applicable authorized inbound destination and workflow.

Seller is responsible for using the current authorized destination.

Sending inventory to a stale, guessed, or previously used Host address without authorization is prohibited.

17. Host Address Restrictions

Seller may receive a precise Host address where operationally necessary.

Seller may use that address only for the authorized Avoylo purpose.

Seller must not:

• publish it;
• visit unexpectedly;
• give it to customers;
• use it as a permanent return address;
• send unrelated inventory;
• contact the Host off-platform using the address;
• or reuse the address after authorization ends.

18. Inbound Transit

Seller is responsible for properly tendering the authorized inbound shipment.

A carrier Delivered scan does not itself create Host STORED.

Storage begins only after the required receipt workflow and authoritative storage event.

19. Unknown or Extra Inventory

A Host is not required to silently accept inventory outside the authorized Placement.

Unknown, extra, or unapproved Parcels may be held for review and may require:

• identification;
• correction;
• new authorization;
• return;
• removal;
• or other disposition.

Seller may be responsible for applicable costs caused by unauthorized inbound inventory where permitted by the Billing & Payment Policy.

20. Storage

Host storage begins when the Parcel authoritatively reaches STORED.

Storage billing follows the Billing & Payment Policy.

Storage does not stop merely because Seller:

• creates an order;
• requests removal;
• creates a label;
• cancels the account;
• or requests support.

Storage ends only at an applicable authoritative physical custody-exit event.

21. Weekly Storage Segments

Avoylo may close storage into deterministic weekly UTC financial segments.

The current pilot weekly boundary is Monday 00:00 UTC.

Segmenting storage does not change the underlying custody period.

22. Seller Orders

Seller may submit eligible customer orders through supported interfaces or integrations.

Seller must provide materially accurate order and recipient information.

Avoylo may reject or block an order that:

• lacks an eligible Parcel;
• uses an unsupported destination;
• references an unmapped external product;
• violates product restrictions;
• contains materially invalid shipping information;
• or otherwise cannot safely enter the fulfillment workflow.

23. Exact Parcel Allocation

Each physical fulfillment order must use an authoritative exact Parcel allocation.

Seller must not instruct a Host to substitute another Parcel outside Avoylo's allocation workflow.

24. Outbound Fulfillment

The ordinary Host outbound workflow may include:

• exact Parcel retrieval;
• QR verification;
• application of the authorized label;
• staging;
• staging evidence;
• carrier pickup or handoff.

HANDOFF_READY proves completion of the required Host-side workflow, not carrier possession.

25. Carrier Acceptance

For ordinary outbound fulfillment, authoritative carrier acceptance is the normal physical storage-exit event.

A missed pickup does not create an invented carrier-acceptance time.

26. Seller Cancellation

Cancellation is subject to the Parcel's actual operational state.

Seller acknowledges that an order may no longer be freely cancellable after physical work or carrier handoff has occurred.

Cancellation does not automatically reverse a valid handling charge already created by a completed billable event.

27. Returns

Seller must use Avoylo's authorized return workflow where Avoylo manages a return.

Seller must not publish a Host Location as a general customer-return address.

A customer return entering Avoylo creates a new storage lifecycle only after authorized receipt and STORED.

28. Removal

Seller may request authorized removal of inventory.

Seller remains responsible for applicable:

• accrued storage;
• completed handling;
• shipping;
• carrier adjustments;
• and other authorized charges

through the applicable operational exit.

A removal request alone does not stop storage.

29. Host-to-Host Transfer

Avoylo may support transfer between Hosts.

Source storage continues until authoritative custody leaves the source Host.

Destination storage begins only when the destination Host records the Parcel as STORED.

Transit time is not Host storage for either Host.

30. Current Pilot Fees

Current pilot Seller service charges include:

• inbound handling: $0.40 per Parcel;
• outbound handling: $1.70 per Parcel;
• storage: accepted Seller storage rate × authoritative volume × authoritative storage time;
• ordinary carrier postage: pass-through provider cost;
• applicable carrier/pickup adjustments: pass-through provider cost.

The Billing & Payment Policy provides the complete billing rules.

31. Billing Statements

Avoylo may aggregate Seller charges into periodic billing statements rather than processing each micro-event separately.

The current pilot statement cycle is weekly.

Seller is responsible for reviewing statements and reporting suspected errors through the supported process.

32. Payment

The current initial Seller payment provider is PayPal Business.

Seller payment is not complete merely because a browser displays provider approval.

Avoylo's server-side settlement record controls Avoylo payment status.

33. Payment Due Date

Unless a statement or written agreement specifies another due date, the current pilot payment due date is seven calendar days after statement issuance.

34. Past-Due Amounts

If Seller becomes past due, Avoylo may restrict prospective activity such as:

• new Placements;
• new replenishment;
• new optional services;
• or other new paid activity.

Past-due status does not erase custody or safety obligations concerning inventory already in the network.

35. Payment Corrections

Paid financial history is not silently rewritten.

Billing corrections, duplicate payments, overcharges, undercharges, refunds, and supplemental charges follow the Billing & Payment Policy.

36. Taxes

Seller is responsible for taxes relating to Seller's products, retail sales, business, imports, and other Seller obligations except where law requires Avoylo to collect or remit a tax.

Avoylo may collect taxes imposed on Avoylo's own services where required.

37. Customer Data

Seller authorizes Avoylo to process customer information reasonably necessary to provide fulfillment and related services.

Seller represents that Seller has a lawful basis to provide that information to Avoylo.

Seller should provide only the customer information required for the applicable service.

38. Customer Privacy Notice

Seller is responsible for providing the Seller's own customers any legally required privacy disclosure concerning Seller's collection and use of customer information, including disclosure of service providers or processors where required.

39. Commerce Integrations

Where Seller connects a supported ecommerce platform:

• the connected shop must belong to the Seller organization;
• only an authorized Seller owner/admin may establish the binding;
• external variants must be explicitly mapped to Seller-owned Parcel profiles where mapping is required;
• Avoylo must not silently guess mappings by title or SKU;
• unmapped inventory may be blocked.

40. Seller Credentials and Third-Party Accounts

Seller is responsible for maintaining lawful authority over connected third-party accounts.

Seller must not connect a shop, payment account, domain, or provider account that Seller is not authorized to control.

41. Product Recalls

Seller must promptly notify Avoylo of a recall, safety notice, or stop-sale event that materially affects inventory in the network.

Seller is responsible for providing accurate identification and instructions.

Avoylo may pause fulfillment, quarantine inventory, or coordinate removal.

42. Regulatory Requests

Seller is responsible for responding to regulatory obligations concerning Seller's products.

Avoylo may cooperate with lawful regulatory requests and may restrict affected inventory.

43. Incidents

Seller may report or receive notice of operational Incidents.

An Incident does not automatically establish fault or reimbursement.

Seller must cooperate reasonably with evidence and investigation requests.

44. Claims

Claims are governed by the Claims & Incident Policy.

Seller must not knowingly submit fabricated, inflated, duplicate, or materially misleading Claims.

Any approved financial remedy must be recorded through an authorized financial path.

45. No Automatic Insurance

Seller acknowledges that storage or shipment through Avoylo does not itself create insurance coverage.

Any insurance or protection must be separately documented.

46. Seller Insurance

Seller is responsible for evaluating whether Seller should maintain insurance for Seller inventory, product liability, commercial operations, cyber risk, cargo, or other business risks.

Avoylo does not represent that Seller's own insurance applies to Avoylo operations.

47. Seller Intellectual Property

Seller retains Seller's rights in Seller trademarks, product information, and Seller Content.

Seller grants Avoylo the rights reasonably necessary to display, process, transmit, and use Seller Content to provide the Services.

48. Avoylo Intellectual Property

Seller receives no ownership interest in Avoylo software, branding, systems, or documentation by using Seller Services.

49. Confidentiality and Private Data

Seller may receive nonpublic information about a Host, customer, Shipment, or Avoylo operation.

Seller must use that information only for the applicable authorized purpose and protect it from unauthorized disclosure.

50. Security

Seller must use reasonable account security.

Seller must promptly report suspected unauthorized access, compromised credentials, or misuse of Host/customer data.

51. Prohibited Seller Conduct

Seller must not:

• send prohibited items;
• falsify Parcel declarations;
• direct a Host to bypass Avoylo;
• harass a Host;
• visit a Host Location without authorization;
• use Host addresses for unrelated purposes;
• create fabricated orders or events;
• manipulate billing;
• submit fraudulent Claims;
• attempt to access another Seller's information;
• or use Avoylo for unlawful activity.

52. Seller Indemnity

To the fullest extent permitted by law, Seller will defend, indemnify, and hold harmless Avoylo and its affiliates, officers, directors, employees, agents, and participating Hosts from third-party claims, losses, liabilities, penalties, damages, and reasonable legal fees arising from or relating to:

• Seller's products;
• product defect;
• product recall;
• Seller's unlawful sale or distribution;
• inaccurate or unlawful product labeling;
• Seller's infringement of intellectual-property rights;
• Seller's customer relationship;
• Seller's tax obligations;
• Seller's violation of law;
• Seller's material breach of this Agreement;
• Seller's misuse of a Host's private information; or
• Seller's fraud or intentional misconduct.

Seller is not required to indemnify a party to the extent the claim was caused by that party's own conduct where such allocation is prohibited by law.

53. Service Disclaimer

Avoylo does not guarantee:

• Host availability;
• uninterrupted capacity;
• customer demand;
• carrier performance;
• exact transit times;
• error-free third-party integrations;
• reimbursement for every Incident; or
• uninterrupted access to every feature.

Non-waivable rights remain unaffected.

54. Limitation of Liability

The limitation-of-liability provisions in the Avoylo Terms of Service apply to this Seller Agreement unless a specific written protection program, insurance policy, mandatory law, or signed enterprise agreement expressly provides a different rule.

This Agreement does not create a guaranteed inventory reimbursement amount.

55. Term

This Seller Agreement begins when Seller accepts it or first uses Seller Services and continues until terminated.

56. Seller Termination

Seller may request closure.

Closure is not operationally complete until applicable matters are resolved, including:

• active orders;
• inventory;
• transfers;
• returns;
• removal;
• unpaid billing;
• pending payments;
• claims;
• and other required wind-down tasks.

57. Avoylo Suspension or Termination

Avoylo may suspend or terminate Seller for:

• material breach;
• fraud;
• repeated nonpayment;
• prohibited inventory;
• serious privacy abuse;
• security risk;
• unlawful activity;
• material safety risk;
• or other grounds permitted under the Terms.

Avoylo may act immediately where delay creates material risk.

58. Inventory at Termination

Seller remains responsible for directing lawful disposition of Seller inventory.

Avoylo may require Seller to:

• ship inventory out;
• authorize transfer;
• authorize return;
• or complete another supported disposition.

Storage may continue until authoritative physical exit.

59. Survival

The following survive termination where applicable:

• payment obligations;
• historical Accepted Terms;
• confidentiality;
• privacy restrictions;
• intellectual-property provisions;
• claims;
• indemnity;
• liability limitations;
• tax obligations;
• dispute provisions;
• and records reasonably required for legal or operational purposes.

60. Changes

Avoylo may update this Agreement prospectively.

Material changes will receive notice where required.

A new Agreement version does not silently rewrite completed Accepted Terms, paid statements, custody history, or prior settlements.

61. Governing Law and Disputes

The governing-law and dispute-resolution provisions in the Avoylo Terms of Service apply.

Before publication, the following must be completed based on Avoylo's final legal entity and jurisdiction:

Governing law: [TBD] Dispute forum / arbitration clause: [TBD]

62. Notices and Contact

Company Legal Name: [TBD] Seller Support: [TBD] Billing Contact: [TBD] Claims Contact: [TBD] Legal Contact: [TBD] Business Address: [TBD]