DropPush, Inc. Seller Agreement

Welcome to DropPush, Inc. ("DropPush," "we," "us," or "our"). This Seller Agreement ("Agreement") applies to you as a seller listing and selling items on our platform at droppush.app. By using DropPush to sell goods, you agree to this Agreement, alongside our general Terms of Use, Privacy Policy, and Shipping & Sales Policy.

1. Your Role as a Seller

DropPush is a peer-to-peer marketplace. You — the seller — are the merchant of record for every item you list. You own the customer relationship with your buyers. DropPush provides software tools (listings, payments, shipping, messaging) but is not a party to any sale between you and a buyer. You are solely responsible for the items you list, the accuracy of your descriptions, the authenticity and condition of the goods, the timeliness of your shipments, and the quality of your customer service.

2. Seller Eligibility and Onboarding

• Approval: All sellers must apply and be approved by DropPush before listing items. We reserve the right to approve, reject, or revoke seller access at our sole discretion.
• Stripe Connect: To receive payouts, you must complete onboarding with our payment processor, Stripe, Inc., and enter a Stripe Connect Account Agreement. Payouts flow directly from Stripe to your linked bank account.
• Identity & Business Information: You must provide accurate legal name, business name (if applicable), tax identification information, mailing address, and bank account details. You are responsible for keeping this information current.
• Account Types: DropPush supports Standard and Pro seller accounts. Pro accounts may carry different fees or features as described on the pricing page at the time of your upgrade.

3. Listing Formats

DropPush supports several listing formats. You are responsible for choosing the appropriate format for each item or collection.

• Fixed-Price Drops: Time-limited collections of individual items at fixed prices. Buyers checkout directly with shipping calculated at checkout.
• Auctions: Items listed with a 1-, 3-, or 7-day auction window. The highest bidder at close is obligated to buy at the winning bid price. You may set a reserve price; if bidding does not meet the reserve, you are not obligated to sell.
• Storefronts: An always-open, public storefront of fixed-price items that buyers can purchase at any time. Published storefront pages are publicly accessible and may be indexed by search engines. You control publication from your dashboard.
• Bulk Drops (Lots): Time-limited lots of mixed or bundled inventory sold at a single price. Because bulk-lot weight and dimensions are not knowable in advance, bulk drops use the Shipping Payment Request ("SPR") flow described in Section 5 rather than real-time shipping rates at checkout.

4. Your Listing Responsibilities

• Accuracy: Every listing must accurately describe the item(s), including brand, condition, size, materials, flaws, and any other material detail. Photos must be of the actual item you will ship.
• Authenticity: You warrant that every item you list is authentic and your property to sell. Counterfeit, stolen, or misrepresented goods will result in immediate account termination and funds hold.
• Legal Compliance: You are responsible for complying with all federal, state, and local laws applicable to your listings, including consumer-protection, import/export, and product-safety laws.
• Prohibited Items: You may not list prohibited, illegal, hazardous, recalled, counterfeit, or age-restricted items that violate applicable law or DropPush's posted prohibited-items policy. DropPush may remove any listing at its discretion.
• Inventory Management: You must keep your listed inventory accurate. If you sell an item off-platform, remove or update the listing to prevent double-selling.

5. Bulk Drops & the Shipping Payment Request Flow

Because bulk lots vary widely in weight and dimensions, DropPush uses a two-step flow for bulk-drop orders designed to protect both buyer and seller.

• Step 1 — Bulk Order Received: When a buyer places a bulk-drop order, we save their payment method on file via Stripe (using a SetupIntent). No charge is made at this point. The order enters the Awaiting Shipping Quote state and is assigned to you.
• Step 2 — Send the Shipping Payment Request (SPR): You must pack and weigh the lot, then submit the actual shipping cost through your seller dashboard or the DropPush iOS app. This generates a Shipping Payment Request the buyer must accept.
• 48-Hour Seller SLA: You must send the SPR within 48 hours of the bulk order being placed. If you do not, the order is automatically cancelled, the buyer's payment method is released with no charge, and the lot is returned to the active drop for re-sale. Repeated misses may result in Pro-tier suspension or removal from the platform.
• 72-Hour Buyer Acceptance Window: After you send the SPR, the buyer has 72 hours to Accept & Pay or Decline. If the buyer declines or the window expires without acceptance, the order is cancelled, no charge is made, and the lot is automatically restored to your active drop so another buyer can purchase it.
• Post-Acceptance Capture: Upon buyer acceptance, DropPush captures the total (item price + shipping quote + applicable sales tax) from the buyer's saved payment method via an off-session charge. Funds are held on the platform until you confirm shipment.
• Shipment Deadline After Acceptance: You agree to ship the lot within 5 business days of buyer acceptance. Failure to ship within a reasonable time may result in order cancellation, refund to the buyer, and forfeiture of the sale.
• Accuracy of the Shipping Quote: You are responsible for submitting a good-faith, accurate shipping cost. Inflating shipping to extract fees from buyers or repeatedly under-quoting and asking for more later is a material breach of this Agreement.

6. Shipping & Fulfillment

• Carrier Integration: DropPush integrates with EasyPost (primarily USPS) for label generation and tracking on individual-item drops, auctions, and storefront purchases. Bulk-drop sellers may generate labels through the platform or ship externally and enter a tracking number.
• Non-Bulk Shipment Deadline: For fixed-price drops, auctions, and storefront purchases, you agree to ship orders within 3 business days of the purchase confirmation unless a different timeline is explicitly disclosed in your listing.
• Packaging & Damage: You are responsible for packaging items adequately to prevent shipping damage. Items damaged in transit due to inadequate packaging are your responsibility.
• Tracking Required: All shipments must include a valid carrier tracking number. Orders without a tracking number cannot be marked as shipped and will not release funds for payout.
• Address Changes: Ship to the address on the order. Do not redirect packages based on off-platform requests.

7. Fees & Payouts

• Platform Fee: DropPush retains a platform fee of 5% on Standard accounts or 3.5% on Pro accounts, calculated on the product price plus shipping cost (the "fee base"). Sales tax is not included in the fee base.
• Why Product + Shipping: The platform fee reflects the end-to-end work DropPush performs — listing infrastructure, payment orchestration, the SPR relay for bulk lots, fraud tooling, and shipping integrations — which scales with the total transaction, not the item price alone.
• Payment Processor Fees: Stripe's standard processing fees (currently 2.9% + $0.30 per successful card charge, subject to Stripe's pricing) are deducted separately from each transaction. These fees are set by Stripe, not DropPush, and may change.
• Held-Funds Model: Buyer payments are charged to the buyer's payment method at the time of purchase (or, for bulk drops, at SPR acceptance) and held on the DropPush platform. Funds are released to your Stripe Connect account only after shipment is confirmed, via a stripe.transfers.create() transfer equal to the order total minus platform fees.
• Payout Schedule: Once funds are transferred to your Stripe Connect account, Stripe's standard payout schedule applies (typically 2 business days to your linked bank).
• Refunds & Cancellations: If an order is cancelled before shipment (by you, the buyer, or via SPR expiry/decline), no transfer occurs and the buyer receives a full refund, including shipping and sales tax. Post-shipment sales are final — see Section 9.
• Chargebacks: If a buyer files a chargeback with their card issuer, the disputed amount — including Stripe's chargeback fee — will be deducted from your Stripe Connect balance. You are responsible for providing evidence to contest chargebacks. DropPush may, but is not obligated to, assist in chargeback disputes.
• Fee Changes: We may adjust platform fees with at least 30 days' prior notice via email and in-app messaging. Continued listing after the effective date constitutes acceptance of the new fees.

8. Sales Tax & Marketplace Facilitator

• DropPush as Facilitator: DropPush, Inc. is a Texas-based Marketplace Facilitator. Where required by law, DropPush calculates, collects, and remits sales tax on taxable transactions — you do not separately remit sales tax on sales made through the platform.
• Your Tax Obligations: You remain responsible for your own income tax reporting. DropPush issues 1099-K forms through Stripe where required by federal or state law based on your payout volume.
• Tax Exempt Buyers: If a buyer claims a valid sales-tax exemption (e.g., a Texas resale certificate), DropPush reviews the documentation and applies the exemption. You do not need to manage exemption claims.

9. All Sales Are Final — Peer-to-Peer Disputes

• Post-Shipment Finality: Once an order has shipped, all sales are final. DropPush does not process returns, issue post-shipment refunds, or mediate buyer-seller disputes as a matter of course.
• Peer-to-Peer Positioning: DropPush is not a party to the transaction between Buyer and Seller and has no obligation to mediate disputes, process returns, or provide customer service on behalf of Sellers. You own your customer relationships. You are free — and expected — to handle returns, exchanges, or accommodations with your buyers directly, off-platform, on terms of your choosing.
• Fraud Carveout: In cases of suspected deliberate fraud — including counterfeit goods, misrepresentation, non-shipment, or coordinated scam behavior — DropPush reserves the right, but is not required, to investigate, freeze funds, suspend accounts, or take other action at its sole discretion.
• Buyer Messaging: Buyers can message you through in-app messaging. You agree to respond to reasonable buyer inquiries in a timely, professional manner. Persistent failure to respond may result in account action.
• Pre-Shipment Cancellations: You may cancel an order before shipment (for example, if an item is out of stock). Cancellation triggers a full automatic refund to the buyer, including shipping and sales tax. Excessive pre-shipment cancellations may reduce your seller standing and impact your Pro eligibility.

10. Conduct & Prohibited Actions

You agree not to:

• List counterfeit, stolen, prohibited, or unlawful items.
• Misrepresent items, their condition, or their authenticity.
• Engage in shill bidding, self-bidding, or bid manipulation on your own auctions.
• Inflate shipping quotes in the SPR flow beyond good-faith actual cost.
• Circumvent DropPush fees by soliciting off-platform payment from buyers you met on DropPush.
• Harass, threaten, or discriminate against buyers or other sellers.
• Use bots, scripts, or automated tools to list items, place bids, or interact with buyers except through published APIs.
• Share account credentials or operate multiple seller accounts to evade suspension.
• Post copyrighted photos, videos, or other content you do not own the rights to in your listings or storefront.

11. Intellectual Property & Licenses

• Your Content: You retain ownership of the photos, videos, and descriptions you upload. You grant DropPush a worldwide, non-exclusive, royalty-free license to host, reproduce, distribute, display, and promote your content on and through the DropPush platform and its marketing channels.
• Warranty: You warrant that you have the right to upload and license all content you post, and that your content does not infringe the rights of any third party.
• Public Storefront Content: Content you publish to your storefront is publicly visible and may be indexed by search engines and displayed in DropPush marketing surfaces such as the Marketplace.

12. Account Suspension & Termination

• At Your Request: You may close your seller account at any time by contacting hello@droppush.app. You remain responsible for fulfilling any orders placed before account closure.
• By DropPush: We may suspend, limit, or terminate your seller account at any time, with or without notice, for violations of this Agreement, fraud, or conduct harmful to buyers or the platform.
• Funds Hold: Upon suspension for suspected fraud, we may hold pending payouts pending investigation. Funds held in good faith will be released (to you or refunded to buyers) based on the outcome of the investigation.

13. Indemnification

You agree to indemnify and hold harmless DropPush, Inc., its officers, employees, and agents from any claim, loss, liability, or expense (including attorney fees) arising from your listings, your items, your interactions with buyers, your breach of this Agreement, or your violation of any law or third-party right.

14. Limitation of Liability

DropPush provides the platform "as is" and is not liable for lost profits, lost sales, service interruptions, stream failures, carrier delays, payment-processor outages, or any indirect, incidental, or consequential damages. Our aggregate liability to you for any claim arising out of this Agreement is limited to the greater of (i) the total platform fees you paid DropPush in the 12 months preceding the claim, or (ii) one hundred U.S. dollars ($100).

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. Any disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions in our Terms of Use, including mandatory arbitration where applicable.

16. Changes to This Agreement

We may update this Agreement from time to time. Material changes will be communicated by email and/or in-app notice at least 30 days before they take effect (except for changes required by law or to address security issues, which may take effect immediately). Continued use of DropPush as a seller after the effective date constitutes acceptance of the updated Agreement.

17. Contact

Questions about this Agreement? Contact us at:

DropPush, Inc.
5900 Balcones Drive #30566
Austin, TX 78731
Email: hello@droppush.app