DropPush, Inc. Seller Agreement

This Seller Agreement (the “Agreement”) is entered into by and between DropPush, Inc. (“DropPush,” “we,” “us,” or “our”), a Texas corporation, and the individual or entity signing up to use the DropPush platform as a seller (“Seller,” “you,” or “your”). By signing up for an account, listing products, or using any services provided by DropPush (the “Services”), you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

1. Services Provided

DropPush provides an online platform that enables independent Sellers like you to list, market, and sell product inventories (e.g., clothing and related goods) to buyers through three selling formats: fixed-price drops, auctions, and live shows. As part of facilitating sales, DropPush integrates with third-party shipping providers, including EasyPost, to handle order fulfillment and shipping logistics. You acknowledge that your use of the Services is subject to this Agreement, DropPush's general Terms of Use (available at https://www.droppush.app/legal/terms), and any applicable addenda.

2. Compliance with Shipping Regulations and Guidelines

You agree to comply fully with all applicable laws, regulations, and guidelines related to the products you sell and ship through the Services, including but not limited to those imposed by DropPush's shipping partners (collectively, “Shipping Partners”). DropPush relies on EasyPost as its primary shipping API provider, and you are responsible for ensuring that your shipments adhere to EasyPost's Master Customer Agreement (available at https://legal.easypost.com/) and the terms of all underlying carriers (e.g., USPS, UPS, FedEx).

Key Shipping Restrictions and Prohibited Items:

• Hazardous Materials: Flammable liquids (e.g., gasoline, nail polish, alcohol), explosives, ammunition, air bags, lithium batteries (unless properly packaged per carrier rules), liquid mercury, or any items classified as dangerous goods under federal regulations (e.g., 49 CFR).
• Illegal or Regulated Goods: Counterfeit products (you warrant all products are authentic), illegally imported or exported items, controlled substances (including cannabis and related products, except as permitted under applicable law for hemp/CBD with restrictions), pharmaceuticals requiring prescriptions, firearms or firearm parts, ammunition, or any goods violating sanctions (e.g., to/from embargoed countries or entities listed by the U.S. Office of Foreign Assets Control at https://ofac.treasury.gov).
• Other Restrictions: Perishable items without proper refrigeration, live animals, human remains, obscene materials, or any items that could damage the mail stream (e.g., certain medical devices like thermometers or barometers containing mercury).
• Carrier-Specific Rules: All shipments must comply with size, weight, and packaging guidelines (e.g., USPS maximum 70 lbs and 108 inches length + girth). You are responsible for verifying current restrictions, as they may change.

You represent and warrant that:

• All products you list and ship are legal to sell and transport in the United States and any destination country.
• You will not engage in any misleading practices, such as using incorrect addresses or misrepresenting shipment contents.
• You will maintain accurate records of shipments and provide them to DropPush upon request.
• Prior to listing any product, you will review and confirm compliance with the latest EasyPost and carrier guidelines.

DropPush may, at its discretion, reject listings, suspend shipments, or terminate your account if we suspect non-compliance. You agree to indemnify DropPush for any fees, penalties, or charges assessed by Shipping Partners due to your violations (see Section 10 below).

3. Auction Hosting Terms

As a seller, you may create auction listings on DropPush subject to the following terms:

• Auction Duration: You may set auction durations of 1 day, 3 days, or 7 days. The auction will close automatically at the stated end time.
• Starting Bid and Reserve Price: You set the starting bid amount. You may optionally set a reserve price (the minimum price at which you are willing to sell). If the reserve is not met, you are not obligated to sell.
• Obligation to Sell: If the auction closes with a winning bid that meets or exceeds any reserve price, you are obligated to complete the sale and ship the item to the winning bidder within the timeframe specified in your listing or within 5 business days, whichever is earlier.
• Accurate Listings: All auction listings must accurately describe the item, including condition, defects, and any relevant details. You may not materially alter an auction listing after bids have been placed.
• No Shill Bidding: You may not bid on your own auctions, arrange for others to place artificial bids, or otherwise manipulate auction outcomes. Violations will result in immediate account termination and forfeiture of pending payouts.
• Cancellation: You may cancel an auction only if no bids have been placed. Once a bid is placed, you may not cancel the auction without DropPush approval.
• Fees: The standard 5% transaction fee applies to all completed auction sales.

4. Live Show Terms

As a seller, you may host live video shows on DropPush to present and sell items in real time, subject to the following terms:

• Content Standards: You are solely responsible for all content broadcast during your live shows. Your live show content must comply with all applicable laws and DropPush content policies.
• Prohibited Content: The following content is strictly prohibited during live shows: (a) explicit, adult, or sexually suggestive material; (b) hate speech, harassment, threats, or bullying directed at any person or group; (c) promotion of illegal activities, including the sale of prohibited items; (d) content that infringes third-party intellectual property rights; (e) false or misleading claims about products; (f) content depicting or promoting violence; (g) content involving minors.
• Recording and Use: DropPush may record your live shows for quality assurance, dispute resolution, compliance monitoring, and platform improvement. DropPush may use recorded content for promotional purposes with your prior consent.
• Moderation: DropPush reserves the right to monitor, interrupt, or terminate any live show that violates these terms or our content policies. Repeated violations will result in suspension or termination of live show privileges and/or your account.
• Chat Moderation: You are responsible for moderating chat in your live shows. You should use available tools to remove disruptive participants. DropPush may also moderate chat at its discretion.
• Sales During Live Shows: All items sold during live shows are subject to the same terms as fixed-price drop sales, including the 5% transaction fee, shipping obligations, and the all-sales-final policy.
• Technical Availability: DropPush does not guarantee uninterrupted streaming service. We are not liable for lost sales or other damages resulting from technical issues during live shows.

5. Payments, Payouts, and Cancellation Policy

DropPush uses Stripe Connect to process buyer payments and facilitate seller payouts. Below are the terms governing how funds flow through the platform:

• Transaction Fee: DropPush charges a 5% platform fee on the item subtotal of each completed transaction (3.5% for DropPush Pro sellers). This fee is deducted before payout.
• Funds Held Until Shipment: When a buyer completes a purchase, the full payment (items, shipping, and tax) is charged to the buyer and held on the DropPush platform. Funds are not transferred to your Stripe Connect account until the order has been confirmed as shipped via our shipping integration (EasyPost/USPS). This protects buyers and incentivizes prompt fulfillment.
• Payout on Shipment: Once your order is marked as shipped (confirmed by carrier scan), the seller's portion (item subtotal minus the platform fee) is automatically transferred to your connected Stripe account. From there, Stripe disburses funds to your bank account on your configured payout schedule.
• Cancellation Before Shipment: You may cancel an order at any time before it ships (while in Pending or Processing status). When you cancel, the buyer receives a full refund of the item price, shipping, and applicable taxes. Because funds have not yet been transferred to you, no clawback is necessary.
• All Sales Final After Shipment: Once an order has shipped and funds have been transferred to your account, the sale is final. DropPush does not process returns, issue post-shipment refunds, or mediate disputes between buyers and sellers. If a buyer has a concern about a delivered item, they should contact you directly through DropPush messaging. Any resolution (refund, replacement, etc.) is at your sole discretion and handled outside of DropPush's payment system.
• Shipping Issues: If an item is lost or damaged in transit, it is the responsibility of the seller, buyer, and carrier to resolve the issue. DropPush is not liable for items once they are in the possession of the shipping carrier.

5a. Referral Program (Future)

DropPush may introduce a seller referral program in the future that rewards sellers for referring other resellers to the platform. If and when a referral program is launched, its terms will be published separately and you will be notified via email and your seller dashboard. Participation in any future referral program will be optional and subject to its own terms and conditions at the time of launch.

6. Subscription Revenue Share

DropPush offers sellers the ability to create and sell subscription-based access to exclusive content, early drop access, and other premium features. Revenue from buyer subscriptions is shared between the Seller and DropPush as follows:

• Revenue Split: For all subscription revenue generated through your seller account, you shall receive eighty percent (80%) of the net subscription revenue, and DropPush shall retain twenty percent (20%). Net subscription revenue is defined as the total subscription fees collected from buyers, less any payment processing fees charged by Stripe, refunds, and chargebacks.
• Subscription Pricing: You set the subscription price for your offerings within the pricing tiers made available by DropPush. DropPush reserves the right to establish minimum and maximum subscription price thresholds. The 80/20 split is calculated on the net subscription revenue (after Stripe payment processing fees and refunds), before sales tax on DropPush's platform fee is applied.
• Payouts: Subscription revenue share is paid out via Stripe Connect on the same schedule as your other seller payouts. Your 80% share is calculated as: (Subscription Revenue minus Stripe Processing Fees minus Refunds) × 80%. DropPush's 20% platform fee is then subject to sales tax under Rule 3.330, which is withheld from your payout. Detailed breakdowns of subscription revenue, fees, your share, and applied taxes are available in your seller dashboard.
• Subscriber Management: You are responsible for delivering the subscription benefits you advertise. Failure to deliver promised subscription content or benefits may result in buyer refund requests, which will be deducted from your revenue share.
• Cancellations and Refunds: Buyers may cancel subscriptions at any time. Refunds for the current billing period are handled in accordance with DropPush's refund policy. Refunded amounts are deducted from your revenue share.
• Program Changes: DropPush reserves the right to modify the subscription revenue share percentage with 60 days' written notice. Changes will not apply to existing subscriptions until their next renewal cycle after the effective date of the change.

7. Sales Tax and Marketplace Facilitator Obligations

DropPush, Inc. is incorporated and physically located in Texas and operates as a Marketplace Facilitatoras defined under Texas Tax Code § 151.0242 and Texas Comptroller rules. This section explains how sales tax applies to your activity on the platform and to DropPush's fees charged to you.

• DropPush Collects and Remits Tax on Your Sales: As the marketplace facilitator, DropPush — not you as the seller — is responsible for collecting and remitting Texas sales tax on all taxable transactions facilitated through the platform. DropPush is registered with, or in the process of registering with, the Texas Comptroller for a Texas Sales and Use Tax Permit. Tax collection through the platform is activated only upon completion of this registration. DropPush will collect the appropriate sales tax from buyers at checkout based on their shipping address (destination-based rate, up to 8.25%).
• No Double Collection: Because DropPush collects and remits sales tax on your behalf, you are not required to separately collect or remit Texas sales tax on sales made through the DropPush platform. Doing so would constitute improper double collection. This notice is provided pursuant to Texas Comptroller requirements for marketplace facilitators. You are responsible for any sales tax obligations arising from sales made outside of DropPush.
• Tax on DropPush Platform Fees — Rule 3.330 (Effective October 1, 2025): Effective October 1, 2025, the Texas Comptroller updated Rule 3.330 to classify marketplace facilitator fees, commissions, and service charges as taxable data processing services. As a result, DropPush's transaction fees, platform commissions, and any other charges DropPush invoices to you are subject to Texas sales tax at up to 8.25%. This tax will be applied to your fee invoices and reflected in your payout deductions. By accepting this Agreement — or by continuing to use the platform if you were a seller prior to October 1, 2025 — you acknowledge this tax applies to your DropPush platform fees and authorize DropPush to withhold it from your payouts.
• Two Separate Tax Lines: Your DropPush activity involves two distinct tax obligations: (a) sales tax collected from your buyers on the transaction amount (collected and remitted by DropPush); and (b) sales tax applied to DropPush's fees charged to you (withheld from your payouts). Both are administered by DropPush.
• Records and Compliance: DropPush will provide records of sales tax collected on your transactions in your seller dashboard. You are responsible for maintaining your own records for any sales tax obligations you have outside of DropPush. If you believe you qualify for any sales tax exemption on DropPush's fees (e.g., a resale certificate), contact hello@droppush.app with supporting documentation.
• Changes in Tax Law: Tax laws are subject to change. DropPush will update its tax collection practices as required by applicable law and will provide sellers with notice of material changes to this section at least 30 days in advance where practicable.
• Tax on Cancellations: When an order is cancelled before shipment and the buyer receives a full refund, DropPush will refund the corresponding sales tax amount to the buyer and adjust its remittance to the Texas Comptroller. Because seller funds are not transferred until shipment, no seller payout adjustment is needed for pre-shipment cancellations.
• Not Tax Advice: Nothing in this section constitutes legal or tax advice. DropPush strongly recommends that you consult a qualified Texas CPA or tax attorney regarding your individual tax obligations, especially if you sell across multiple platforms or jurisdictions.

8. Your Responsibilities

• Provide accurate product descriptions, including any potential restrictions (e.g., “Fragile” or “Adult Signature Required”).
• Handle all customer disputes related to product quality, delays, or damages arising from your non-compliance.
• Cooperate with DropPush in any audits or investigations related to shipments, auctions, live shows, or subscriptions.
• Not use the Services for any unlawful purpose, including money laundering, fraud, or competitive benchmarking against DropPush.
• Fulfill all auction sales where the reserve price is met and all purchases made during live shows.
• Comply with all content standards during live shows.
• Deliver all subscription benefits as advertised to subscribers.

9. Representations and Warranties

• You have the full right and authority to enter into this Agreement and perform your obligations hereunder.
• All products you sell comply with applicable laws and do not infringe third-party rights.
• Your use of the Services will not violate EasyPost's terms, carrier restrictions, or any export/import laws.
• You will implement reasonable security measures to prevent unauthorized access to your account.
• All representations made during live shows and in auction listings are truthful and accurate.

DropPush makes no representations or warranties regarding Shipping Partners' performance, and you use them at your own risk.

10. Indemnification

You agree to indemnify, defend, and hold harmless DropPush, Inc., its affiliates, officers, directors, employees, and agents (collectively, “Indemnified Parties”) from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of Section 2 (Compliance with Shipping Regulations), including any violations of EasyPost or carrier terms.
• Any shipment of prohibited or restricted items by you.
• Claims by buyers, carriers, or regulators stemming from your products or actions.
• Your gross negligence, willful misconduct, or unauthorized use of the Services.
• Content broadcast during your live shows, including claims of defamation, intellectual property infringement, or regulatory violations.
• Any unauthorized collection of sales tax from buyers on transactions processed through DropPush where such collection was initiated by you in violation of Section 7 of this Agreement, including any buyer harm, regulatory action, or penalties resulting from your independent tax collection activity. For clarity, this indemnification does not apply to sales tax collected and remitted by DropPush in its capacity as marketplace facilitator.

DropPush will provide prompt notice of any claim and reasonable cooperation, but you control the defense and settlement (subject to DropPush's approval for any settlement imposing obligations on us).

11. Termination

This Agreement is effective until terminated. You may terminate by closing your account and ceasing use of the Services. DropPush may terminate or suspend your access immediately if you breach this Agreement, including non-compliance with shipping regulations, auction rules, live show content standards, or subscription obligations, or if required by law or a Shipping Partner. Upon termination, you must fulfill all pending orders (including winning auction bids) and pay any outstanding fees, including any pending sales tax on DropPush platform fees. All pending subscription revenue shares for verified, completed transactions will be paid out within 30 days of termination (net of any chargebacks, disputes, or refunds); unverified or disputed amounts may be withheld pending resolution. Sections 2, 7, 9, 10, and 12 survive termination. DropPush may retain records of transactions for 7 years as required by tax law.

12. General Provisions

Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY LAW, DROPPUSH, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR DATA, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. DROPPUSH'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM. THIS LIMITATION DOES NOT APPLY TO OUR INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Disclaimer of Warranties.THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. DROPPUSH, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Travis County, Texas. You waive any right to a jury trial or class action. Claims must be brought within one year of accrual.

Miscellaneous. This Agreement constitutes the entire understanding between the parties and supersedes prior agreements. No amendments except in writing signed by both parties. If any provision is invalid, the remainder remains enforceable. You may not assign this Agreement without our consent; we may assign freely. Notices must be in writing via email to hello@droppush.app.

By clicking “Agree” or signing up, you acknowledge that you have read, understood, and agree to this Agreement.