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Breeder/Seller Agreement

Effective Date: May 20, 2026 Version: 2.0

1. Introduction

This Breeder/Seller Agreement ("Agreement") governs your use of the BreederHQ Marketplace as a Breeder/Seller Provider. By listing animals or breeding services on the BreederHQ Marketplace as a Breeder/Seller Provider, you agree to be bound by this Agreement in addition to the BreederHQ Terms of Service, the Acceptable Use Policy, the Marketplace Transaction Terms, and the Legal Definitions Schedule.

This Agreement applies to Providers whose Services-related activity primarily involves the breeding, sale, transfer, or placement of animals (each, a "Breeder/Seller Provider"). Providers whose Services-related activity primarily involves rendering services to animals or animal owners are governed by the separate Service Provider Agreement.

A Provider who engages in both animal-sale activity and service-rendering activity is subject to both this Agreement and the Service Provider Agreement.

"Provider," "you," and "your" refer in this Agreement to any individual or entity that lists animals or breeding services on the BreederHQ Marketplace as a Breeder/Seller Provider.

Capitalized terms used in this Agreement have the meanings given in the BreederHQ Legal Definitions Schedule, which is incorporated into this Agreement by reference.

2. Eligibility

2.1 Requirements

To list on the BreederHQ Marketplace, you must:

  • Be at least 18 years of age (or the age of majority in your jurisdiction);
  • Have the legal authority to sell or offer the animals and breeding services you list;
  • Comply with all applicable federal, state, and local laws regarding animal breeding, sales, and welfare;
  • Maintain all required licenses, permits, and registrations for your breeding operation;
  • Provide accurate and truthful account and business information.

2.2 Documentation Requests

BreederHQ may, in its sole discretion and from time to time, request from a Provider documentation supporting any representation the Provider has made on the Services, including without limitation representations of identity, business registration, breeding licenses, USDA certification, professional credentials, or animal pedigree and registration. The Provider's submission of requested documentation is a condition of continued marketplace participation; it is not a representation that BreederHQ has reviewed, validated, evaluated, or accepted the documentation for any purpose other than the Provider's continued marketplace participation. BreederHQ does not open, read, validate, compare, or vouch for any documentation submitted under this section, except where BreederHQ specifically and in writing notifies the Provider that BreederHQ has done so. Failure to provide requested documentation within a reasonable time may result in suspension or removal of the Provider's listings. Submission of documentation under this section does not give rise to any duty on BreederHQ's part to detect, investigate, or remedy any defect in the documentation, nor to monitor the documentation for subsequent expiration or change.

3. Listing Standards

3.1 Accuracy

All listings must be truthful and accurate. You agree to:

  • Provide accurate descriptions of species, breed, age, sex, color, and markings;
  • Upload current, unaltered photos that accurately represent the animal or service;
  • Disclose all known health conditions, genetic test results, and medical history;
  • Accurately represent registration status and pedigree information;
  • State clear pricing, including any additional fees (shipping, health certificates, etc.);
  • Keep listings current and remove or update listings that are no longer available.

3.2 Prohibited Listings

You may NOT list:

  • Animals you do not own or do not have legal authority to sell;
  • Animals with known contagious diseases without full and prominent disclosure;
  • Animals obtained through theft, fraud, or illegal means;
  • Animals of species prohibited by federal, state, or local law;
  • Listings with intentionally misleading photos, descriptions, or health claims;
  • Animals involved in or bred for animal fighting or other illegal activities.

3.3 Health Representations

Any health claims, guarantees, or warranties you make in your listings or communications with Buyers are solely your representations. BreederHQ does not verify, endorse, or guarantee any health-related claims. You are responsible for backing up your health representations with appropriate veterinary documentation.

4. Pricing and Fees

4.1 Listing Pricing

You have sole discretion over the pricing of your animals and services. All prices must be listed in U.S. dollars unless otherwise specified.

4.2 Platform Fees

By using the Marketplace, you agree to pay applicable BreederHQ platform fees, which may include:

  • Subscription fees for Marketplace access (billed monthly or annually);
  • Transaction fees or commissions on completed sales (if applicable);
  • Boost or promotion fees for featured listing placement (if applicable).

Current fee schedules are available on the BreederHQ website and in your account dashboard. BreederHQ reserves the right to modify fees with at least thirty (30) days' notice.

4.3 Payment Processing

Payments from Buyers are processed through our third-party payment processor. You agree to:

  • Maintain a valid account with our payment processor in good standing;
  • Provide accurate banking and tax information for payouts;
  • Comply with the payment processor's terms of service and acceptable use policy;
  • Accept that payment processing fees are separate from BreederHQ platform fees.

4.4 Payouts

Payouts to your connected bank account are processed according to the payout schedule established in your payment processor account. BreederHQ does not control payout timing, holds, or reserves imposed by the payment processor.

4.5 Chargeback and Dispute Liability

Certain Marketplace transactions are processed through BreederHQ's payment infrastructure on behalf of the Provider. You acknowledge and agree that:

  • You are solely responsible for any chargebacks, reversals, payment disputes, or negative balances arising from your transactions, regardless of how the payment was routed;
  • If a chargeback or dispute results in a financial loss to BreederHQ's platform payment account, you agree to promptly reimburse BreederHQ for the full amount of such loss, including the original transaction amount, chargeback fees, payment processor penalties, and any related costs;
  • BreederHQ may recover amounts owed by deducting from your future payouts, debiting your connected payment account, setting off against other amounts owed to you, invoicing you directly, or pursuing collection activities or legal action;
  • You agree to cooperate fully with BreederHQ and the payment processor in responding to chargebacks and disputes, including providing transaction records, communication logs, proof of delivery, and any other evidence reasonably requested;
  • Failure to reimburse BreederHQ for chargeback losses within fifteen (15) days of notice may result in suspension or termination of your Marketplace access;
  • This obligation survives termination of this Agreement and your Marketplace account.

5. Provider Obligations

5.1 Legal Compliance

You are solely responsible for complying with all applicable laws, including but not limited to:

  • Federal Animal Welfare Act (if applicable to your operation);
  • State animal breeding and sales laws;
  • State consumer protection laws (including "puppy lemon laws" where applicable);
  • Local zoning and business licensing requirements;
  • USDA licensing requirements (if applicable);
  • State veterinary and health certificate requirements for animal transport;
  • Tax reporting and payment obligations;
  • Insurance coverage required by applicable federal, state, and local law for your operations; BreederHQ does not impose, require, evaluate, verify, hold, broker, or facilitate any such insurance, and your compliance with applicable insurance law is solely your independent legal responsibility.

5.2 Animal Welfare

You represent and warrant that:

  • All animals in your care are housed, fed, and maintained in accordance with applicable animal welfare standards;
  • You do not engage in inhumane breeding practices, neglect, or cruelty;
  • Animals are provided appropriate veterinary care;
  • Breeding decisions are made with consideration for the health and well-being of the animals involved.

5.3 Communication

You agree to:

  • Respond to Buyer inquiries in a timely manner (within 48 hours is recommended);
  • Communicate honestly and transparently about animals and services;
  • Provide updates to waitlisted Buyers regarding expected availability, litter status, and selection processes;
  • Notify Buyers promptly of any material changes to a pending transaction.

5.4 Fulfillment

You are responsible for fulfilling all commitments made to Buyers, including:

  • Delivering animals as described in the listing and as agreed with the Buyer;
  • Providing registration paperwork, health records, and other promised documentation;
  • Honoring stated health guarantees or warranties;
  • Processing refunds in accordance with your published refund policy.

6. Waitlist Management

6.1 Transparency

If you accept waitlist reservation fees, you agree to:

  • Clearly publish your reservation fee amount and refund policy before accepting reservation fees;
  • Maintain an accurate and fair waitlist order;
  • Communicate waitlist position and expected timelines to Buyers;
  • Not accept more reservation fees than you can reasonably fulfill.

6.2 Refund Obligations

You agree to honor the refund policy as stated at the time a Buyer's reservation fee was accepted. Changes to your refund policy apply only to future reservation fees, not retroactively to existing waitlist positions.

7. Indemnification

You agree to indemnify, defend, and hold harmless BreederHQ LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  • Your listings, animals, or breeding services;
  • Any transaction between you and a Buyer;
  • Your breach of this Agreement;
  • Your violation of any applicable law or regulation;
  • Any claim by a Buyer or third party related to the health, condition, or quality of an animal you sold or breeding service you provided;
  • Any misrepresentation or fraud in your listings or communications;
  • Any injury, illness, death, or property damage caused by an animal you sold;
  • Any chargebacks, payment reversals, disputes, or negative balances arising from your transactions, including those debited from BreederHQ's platform payment account on your behalf;
  • Any false attestation by you under §3.3 of the Terms of Service, or the inauthenticity, alteration, expiration, revocation, or misrepresentation of any document you upload in connection with a Credential Attestation.

8. Profile Indicators and Reviews

8.1 Profile Indicators

BreederHQ may display Profile Indicators on a Provider's profile or listings reflecting facts about the Provider's account history or representations, including without limitation date of account creation, date of last login, frequency of response to Buyer inquiries, count of completed transactions, count of unresolved disputes, Third-Party Identity Verification Passthrough status under §2.6 of the Terms of Service, and Third-Party Registry Passthrough status under §2.5 of the Terms of Service. Profile Indicators reflect data; they do not reflect BreederHQ's editorial evaluation, endorsement, ranking, or warranty of the Provider. BreederHQ may begin, modify, or cease displaying any Profile Indicator at any time. The Provider has no contractual right to the display, modification, or continuation of any Profile Indicator. Where the underlying fact reflected by an indicator changes (for example, a Provider's response time slows materially, or a previously-passed Third-Party Registry Passthrough record is no longer returned), BreederHQ may cease display of the indicator without notice.

8.2 Reviews and Testimonials

Buyers may post reviews, ratings, or testimonials regarding their experience with a Provider. Provider agrees not to:

  • offer any incentive, discount, refund, or other consideration in exchange for a positive review;
  • threaten, intimidate, retaliate against, or pressure any Buyer regarding a review;
  • submit, cause to be submitted, or solicit fake, misleading, or fabricated reviews of the Provider's own listings or of any competitor;
  • aggregate, mirror, or republish reviews outside the Services in a manner that misrepresents the review's source or scope.

Provider acknowledges that BreederHQ does not investigate or evaluate the accuracy of any individual Buyer review and is not a publisher of reviews for purposes of editorial responsibility; Buyer reviews are user-generated content for which BreederHQ is entitled to the protections of 47 U.S.C. §230.

8.3 Credential Display Discipline

Where a Provider has attested to a professional credential under §3.3 of the Terms of Service and uploaded a Supporting Document under §4.4 of the Acceptable Use Policy, BreederHQ may display the attestation (with any of the following: the credential name, the issuing body's name, the credential identifier the Provider supplied, and a link to the uploaded document) on the Provider's profile or listings. The Provider authorizes such display and represents that the credential information and uploaded document are accurate and authentic. BreederHQ shall not append to such display any badge, descriptor, label, characterization, tooltip wrapping, or other language characterizing the credential or document as "verified," "vetted," "approved," "authentic," "current," or similar, except to render an unmodified Third-Party Registry Passthrough indicator under §2.5 of the Terms of Service. Where the Provider withdraws the attestation, the credential lapses, or the underlying document is the subject of a Credential Dispute under §8.4 of the Acceptable Use Policy, BreederHQ may suspend or cease display.

9. Suspension and Termination

9.1 Suspension

BreederHQ may suspend your Marketplace access at any time if:

  • We receive credible reports of fraud, misrepresentation, or animal welfare violations;
  • You fail to respond to Buyer complaints or dispute resolution requests;
  • You accumulate excessive chargebacks or payment disputes;
  • We have reason to believe you are violating this Agreement or applicable law;
  • A Credential Dispute under §8.4 of the Acceptable Use Policy results in the suspension of display of a credential you have attested to.

9.2 Termination

BreederHQ may permanently terminate your Marketplace access for:

  • Repeated violations of this Agreement or the Terms of Service;
  • Confirmed fraud or intentional misrepresentation, including without limitation false Credential Attestations;
  • Confirmed animal cruelty, neglect, or welfare violations;
  • Legal action, regulatory action, or law enforcement involvement related to your breeding operation;
  • Three (3) substantiated Credential Disputes within twenty-four (24) months as set forth in AUP §9.4.

9.3 Effect of Termination

Upon termination:

  • All active listings will be removed;
  • You remain responsible for fulfilling any pending transactions and waitlist obligations;
  • Any outstanding platform fees remain due and payable;
  • BreederHQ may retain transaction records as required for legal and tax compliance.

10. Disclaimer

BREEDERHQ DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY MINIMUM NUMBER OF VIEWS, INQUIRIES, OR SALES THROUGH THE MARKETPLACE. THE MARKETPLACE IS PROVIDED "AS IS" AND BREEDERHQ MAKES NO WARRANTIES REGARDING THE SUCCESS, PROFITABILITY, OR SUITABILITY OF THE MARKETPLACE FOR YOUR BUSINESS.

11. Modifications

BreederHQ may update this Agreement from time to time. Material changes will be communicated to Providers via email or platform notification at least thirty (30) days before taking effect. Continued use of the Marketplace after changes take effect constitutes acceptance of the updated Agreement.

12. Definitions

Capitalized terms not defined in this Agreement have the meanings set forth in the Legal Definitions Schedule, which is incorporated into this Agreement by reference. The terms "Provider Content," "Supporting Documentation," "Third-Party Registry Passthrough," "Third-Party Identity Verification Passthrough," "Profile Indicator," "Credential Attestation," "Credential Dispute," "Breeder/Seller Provider," and "Service Provider" are defined in the Legal Definitions Schedule.

13. Contact

For questions regarding this Agreement, contact:

BreederHQ LLC Email: legal@breederhq.com

By listing animals or breeding services on the BreederHQ Marketplace as a Breeder/Seller Provider, you acknowledge that you have read, understood, and agree to be bound by this Breeder/Seller Agreement.