Marketplace Transaction Terms

Effective Date: October 1, 2026 Version: 1.2

1. Scope and Applicability

These Marketplace Transaction Terms ("Transaction Terms") govern all transactions initiated, facilitated, or conducted through the BreederHQ Marketplace, including but not limited to animal purchases, breeding service bookings, Service Provider bookings, waitlist reservation fees, and stud service fees. These Transaction Terms supplement and are incorporated into the BreederHQ Terms of Service.

By participating in any transaction through the Marketplace—whether as a Provider (Breeder/Seller Provider or Service Provider) or Buyer—you agree to be bound by these Transaction Terms in addition to the general Terms of Service, the Acceptable Use Policy, the Privacy Policy, the Legal Definitions Schedule, and the applicable Provider Agreement or Buyer Terms.

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

2. Platform Role in Transactions

2.1 Facilitator Only

BreederHQ acts solely as a technology platform that connects Providers and Buyers. BreederHQ is NOT a party to any transaction between Providers and Buyers. All transactions are direct agreements between the Provider and the Buyer.

2.2 Payment Processing

Payments arising from Marketplace transactions are processed by a third-party payment processor. Depending on the transaction type and the Provider's payment configuration, a payment may be processed directly on the Provider's connected payment account, or BreederHQ may provide payment-related platform or settlement services in connection with it.

BreederHQ does not act as an escrow agent, does not hold funds as a fiduciary or in trust for any User, and does not retain Provider transaction proceeds as its own property, except to recover amounts a Provider owes under §6.4. Where funds are routed through BreederHQ's payment infrastructure, they are held solely in connection with settlement, and BreederHQ acquires no beneficial interest in them. BreederHQ acts as the Provider's limited payments agent for that purpose, as set out in §2.7 of the Terms of Service.

BreederHQ does not set prices, does not determine refund policy, and does not control whether a Provider fulfills a transaction. All payment disputes, chargebacks, and refund processing are subject to the payment processor's terms of service in addition to these Transaction Terms.

2.3 No Guarantees

BreederHQ does not guarantee:

The quality, health, genetics, temperament, or condition of any animal;
The accuracy of any listing, description, photo, or health record;
The completion or outcome of any transaction;
The identity, credentials, qualifications, or licensure of any Provider (except as expressly limited by §2.5 and §2.6 of the Terms of Service);
The financial ability or intent of any Buyer to complete a transaction;
The authenticity, currency, or accuracy of any document a Provider uploads in connection with a Credential Attestation, professional license, registry record, or other representation;
The continued validity of any credential, license, certification, or accreditation a Provider has attested to or for which a Provider has uploaded supporting documentation;
The accuracy of any "Confirmed via [Registry] registry" indicator after the timestamp shown on the indicator at the time of display;
The quality, safety, professional competence, or outcome of any service rendered by a Service Provider.

3. Waitlist Reservation Fees

3.1 Nature of Reservation Fees

A waitlist reservation fee is a payment made by a Buyer to a Provider to reserve a position on a Provider's waitlist for a future animal or litter. Reservation fees are agreements between the Buyer and the Provider.

3.2 Reservation Fee Refund Policy

Reservation fee refund policies are set by each individual Provider and should be clearly stated in the Provider's listing or waitlist terms. BreederHQ does not set, enforce, or adjudicate reservation fee refund policies. Buyers are responsible for reviewing and understanding the Provider's refund policy before paying a reservation fee.

3.3 Provider Obligations Regarding Reservation Fees

Providers who accept waitlist reservation fees agree to:

Clearly disclose their reservation fee amount and refund policy before accepting payment;
Honor the refund policy as stated at the time the reservation fee was accepted;
Communicate promptly with Buyers regarding waitlist status, expected timelines, and any changes;
Refund reservation fees in accordance with their stated policy if they are unable to fulfill the reservation.

3.4 Buyer Acknowledgments Regarding Reservation Fees

By paying a waitlist reservation fee, Buyers acknowledge that:

The reservation fee is owed and payable to the Provider. BreederHQ does not acquire an ownership interest in the reservation fee merely by providing Marketplace or payment-related services, and any platform fee BreederHQ charges is separate from the reservation fee;
Refund terms are determined by the Provider, not BreederHQ;
There is no guarantee of receiving a specific animal, and availability depends on litter outcomes and Provider selection processes;
BreederHQ has no ability to force a Provider to issue a refund.

4. Animal Purchases

4.1 Listing Accuracy

Providers are solely responsible for the accuracy of all listing information, including but not limited to:

Species, breed, age, sex, and registration status;
Health testing results, vaccinations, and veterinary records;
Pedigree information and genetic data;
Photos and descriptions;
Pricing and availability.

4.2 Health and Condition

All representations regarding an animal's health, genetics, and condition are made solely by the Provider. Buyers are strongly encouraged to:

Request independent veterinary examination before completing a purchase;
Verify registration and pedigree claims through the relevant breed registry;
Obtain written health guarantees directly from the Provider;
Inspect the animal in person or via live video before purchase when possible.

4.3 Transfer of Ownership

The transfer of ownership, including registration paperwork, health records, and physical delivery of the animal, is the sole responsibility of the Provider and Buyer. BreederHQ does not facilitate, verify, or guarantee the transfer process.

4.4 Transportation and Delivery

Arrangements for transportation and delivery of animals are made directly between the Provider and Buyer. BreederHQ assumes no responsibility for:

Shipping or transportation logistics;
The condition of the animal during or after transport;
Compliance with state, federal, or international animal transport regulations;
Health certificates, import/export permits, or other required documentation.

5. Breeding Service Bookings and Service Provider Bookings

5.1 Scope

Breeding service bookings include but are not limited to stud services, artificial insemination services, semen sales, and embryo transfers listed on the Marketplace. Service Provider bookings include but are not limited to farrier, training, veterinary, grooming, transport, and pet-sitting services listed on the Marketplace.

5.2 Service Terms

The specific terms of any breeding service or Service Provider booking—including pricing, scheduling, methods, qualifications, scope, return breeding guarantees, cancellation policies, and outcome expectations—are negotiated and agreed upon directly between the Provider and Buyer. BreederHQ does not set or enforce service terms.

5.3 Outcome Disclaimer

BreederHQ makes no representations or warranties regarding the outcome of any breeding service or Service Provider booking, including but not limited to conception rates, litter size, offspring health, genetic outcomes, animal response to training, treatment outcomes, or any other result of professional services rendered by a Provider.

6. Refunds, Returns, and Cancellations

6.1 Provider-Set Policies

Each Provider is responsible for establishing and communicating their own refund, return, and cancellation policies. These policies must be disclosed to Buyers before a transaction is completed.

6.2 BreederHQ's Role in Refunds

BreederHQ does not determine whether a refund is owed and does not guarantee any refund. A Provider remains responsible for authorizing any refund due under its policy or applicable law. If a refund is owed:

The Provider is responsible for funding and directing any refund owed, issued through the original payment method where feasible or as otherwise agreed with the Buyer;
BreederHQ may, at its sole discretion, assist in facilitating communication between the parties but has no obligation to do so;
BreederHQ platform fees (if applicable) are non-refundable unless otherwise stated.

6.3 Chargebacks

If a Buyer initiates a chargeback through their payment provider:

The chargeback is processed by our third-party payment processor in accordance with their dispute resolution procedures;
The Provider is responsible for responding to chargeback claims and providing evidence as required;
Excessive chargebacks against a Provider's account may result in suspension or termination of the Provider's Marketplace access.

6.4 Platform Chargeback Recovery

Certain Marketplace transactions are processed through BreederHQ's payment infrastructure on behalf of the Provider. In these cases, chargebacks, reversals, payment disputes, or negative balances resulting from a Provider's transaction may be debited from BreederHQ's platform payment account before being applied to the Provider's connected account.

Provider Reimbursement Obligation. If a chargeback, reversal, or payment dispute results in a financial loss to BreederHQ's platform payment account—including but not limited to the transaction amount, chargeback fees, payment processor penalties, and related costs—the Provider agrees to promptly reimburse BreederHQ for the full amount of such loss. This obligation applies regardless of the outcome of any dispute between the Provider and the Buyer.

Recovery Methods. To recover amounts owed under this section, BreederHQ may, at its sole discretion and without prior notice:

Deduct the amount from future payouts to the Provider's connected payment account;
Debit the Provider's connected payment account directly, to the extent permitted by the payment processor;
Set off the amount against any other amounts owed by BreederHQ to the Provider;
Invoice the Provider directly for the outstanding balance, payable within fifteen (15) days;
Engage collection activities or legal action for amounts that remain unpaid.

Provider Cooperation. The Provider agrees to cooperate fully with BreederHQ and the payment processor in responding to and resolving chargebacks and payment disputes, including providing transaction records, communication logs, proof of delivery, and any other evidence reasonably requested.

No Waiver of Buyer Obligations. Nothing in this section relieves a Buyer of their obligation to pay for goods or services received. The Provider retains the right to pursue independent recovery from the Buyer for any amounts lost due to a chargeback or dispute.

7. Disputes Between Providers and Buyers

7.1 Direct Resolution

Providers and Buyers are expected to resolve transaction disputes directly with each other. BreederHQ encourages parties to communicate in good faith through the platform's messaging system or other channels.

7.2 BreederHQ's Limited Role

BreederHQ is not an arbitrator, mediator, or adjudicator of disputes between Providers and Buyers. However, BreederHQ reserves the right to:

Review reported disputes for violations of these Transaction Terms or the general Terms of Service;
Suspend or remove listings that appear fraudulent or in violation of platform policies;
Suspend or terminate accounts of users who engage in a pattern of disputes, fraud, or bad faith conduct;
Provide transaction records to either party upon request, subject to privacy considerations.

7.3 Fraud Reporting

If you believe you have been a victim of fraud on the Marketplace, you may report the incident to BreederHQ at legal@breederhq.com. While BreederHQ will review fraud reports and may take action against offending accounts, BreederHQ is not liable for losses resulting from fraudulent transactions.

7.4 Credential Disputes

BreederHQ does not adjudicate the truth or authenticity of any Provider credential or Supporting Documentation. Where a Credential Dispute arises regarding a credential displayed in connection with a transaction, BreederHQ may suspend display of the credential pending the Provider's response under §8.4 of the Acceptable Use Policy. Such suspension reflects only BreederHQ's exercise of platform discretion in response to a credible report; it is not a determination by BreederHQ that the credential is invalid. Buyers and Providers retain whatever rights and remedies they have against each other directly with respect to the credential and the underlying transaction; BreederHQ is not a party to and does not adjudicate that dispute.

8. Fees and Commissions

8.1 Platform Fees

BreederHQ may charge Providers a platform fee, subscription fee, or transaction commission for the use of Marketplace services. Current fee structures are published on the BreederHQ website and may be updated from time to time with reasonable notice.

8.2 Payment Processing Fees

Payment processing fees charged by our third-party payment processor are separate from BreederHQ platform fees and are subject to the payment processor's published pricing. These fees are typically borne by the Provider unless otherwise specified.

8.3 Fee Changes

BreederHQ reserves the right to modify its fee structure with at least thirty (30) days' written notice to affected Providers. Continued use of the Marketplace after fee changes take effect constitutes acceptance of the updated fees.

9. Prohibited Transactions

The following transactions are prohibited on the BreederHQ Marketplace:

Sale of animals in violation of any applicable federal, state, or local law;
Sale of endangered, protected, or prohibited species without proper permits and documentation;
Sale of stolen animals or animals with disputed ownership;
Transactions involving animal fighting, cruelty, or any activity that violates animal welfare laws;
Fraudulent listings, bait-and-switch schemes, or intentional misrepresentation;
Transactions designed to circumvent tax obligations;
Sale of animals known to have contagious diseases without full disclosure;
Services the Service Provider is not legally qualified to offer under applicable law;
Any transaction that violates the BreederHQ Acceptable Use Policy.

10. Taxes

10.1 Allocation of Tax Responsibility

As between BreederHQ and the Provider, and except for obligations that applicable law assigns to BreederHQ, the Provider is responsible for all taxes arising from the Provider's transactions, including income, self-employment, franchise, property, and any transaction, sales, or use tax. The Provider is responsible for determining, at the time, in the manner, and in the amount required by applicable law, whether any transaction tax applies to a transaction and for collecting, reporting, and remitting it, and for obtaining and maintaining any permit, license, or registration required to do so. Nothing in this Section reallocates a nonwaivable statutory obligation of either party.

10.2 Provider Tax Information Warranty

The Provider represents and warrants that all tax-related information the Provider supplies to BreederHQ or enters into the Services — including tax identification information, tax registration or permit numbers, the jurisdictions in which the Provider is registered, resale or exemption certificates, product and species classifications, and any tax rate the Provider enters — is accurate and complete when supplied, and that the Provider will promptly correct it if it becomes inaccurate. The Provider will furnish this information promptly on request.

10.3 No Tax Advice; No Determination by BreederHQ

Except to the extent applicable law requires BreederHQ to do so, BreederHQ does not provide tax or legal advice and does not make tax determinations for Providers. Any tax amount shown on a document relating to a Provider's transaction may be calculated using information supplied by the Provider, the Buyer, BreederHQ, the payment processor, or another source available for the transaction.

Neither the absence of a tax line on, nor a tax amount of zero shown on, any listing, invoice, receipt, or other document generated through the Services is a determination by BreederHQ that no tax applies to a transaction, and no Provider or Buyer may rely on it as such a determination.

10.4 Taxes BreederHQ Collects

Where applicable law imposes on BreederHQ a nonwaivable obligation to calculate, collect, or remit a tax on a transaction, BreederHQ's obligations are governed by that law. BreederHQ may collect an amount identified as tax where BreederHQ reasonably determines that collection is required or permitted by applicable law. In either case the Provider authorizes BreederHQ to display the tax to the Buyer, add it to the amount charged, collect it at checkout, and hold and remit the amounts so collected to the relevant authority, and to request information and restrict transactions, listings, or payment methods where information necessary for that collection is not supplied.

Where BreederHQ collects a tax on a transaction under this Section, the Provider must not separately collect the same tax on that transaction, and as between the parties the Provider is relieved of collecting it. If an amount collected as tax on a transaction is determined not to be due, BreederHQ will refund it to the Buyer or remit or apply it as applicable law directs.

BreederHQ may provide notice of any such program through the Services or by updating these Transaction Terms in accordance with §12. Individual advance notice of each transaction is not required.

This Section allocates responsibilities between the parties; it does not create an independent contractual duty, enforceable by any Provider or Buyer, for BreederHQ to collect any tax beyond what applicable law requires, and no failure to collect gives rise to a claim by a Provider or Buyer except for amounts actually collected and not remitted or refunded as this Section provides.

10.5 Tax Reporting

BreederHQ may issue tax reporting documents (such as IRS Form 1099-K) to Providers as required by law, and will withhold where required by applicable law. Providers are responsible for providing and keeping current accurate, certified tax identification information to BreederHQ when requested. A Provider who fails to supply it may have the account suspended, may have payments withheld where applicable law requires withholding, and may be subject to backup withholding as required by law.

10.6 Survival

This Section survives termination of these Transaction Terms and of the Provider's account for the period during which any relevant tax may be assessed under applicable law.

10.7 Precedence

In case of any conflict among the Terms of Service, the Breeder/Seller Agreement, the Service Provider Agreement, and these Transaction Terms regarding taxes, this Section 10 controls, as provided in §13.5 of the Terms of Service.

11. Limitation of Liability for Transactions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BREEDERHQ DOES NOT ASSUME RESPONSIBILITY FOR LOSSES, INCLUDING DIRECT DAMAGES, TO THE EXTENT CAUSED BY THE ACTS, OMISSIONS, OR REPRESENTATIONS OF A PROVIDER, A BUYER, OR A THIRD PARTY, AND NOT BY BREEDERHQ. Examples include:

LOSSES RESULTING FROM ANIMAL HEALTH ISSUES, DEATH, OR INJURY;
LOSSES RESULTING FROM MISREPRESENTATION BY A PROVIDER OR BUYER;
LOSSES RESULTING FROM FAILED, INCOMPLETE, OR DISPUTED TRANSACTIONS;
LOSSES RESULTING FROM PAYMENT PROCESSING ERRORS OR DISPUTES;
LOSSES RESULTING FROM TRANSPORTATION OR DELIVERY ISSUES;
LOSSES RESULTING FROM SERVICES RENDERED BY ANY PROVIDER;
LOSSES RESULTING FROM A PROVIDER'S FALSE OR INACCURATE CREDENTIAL ATTESTATION OR INAUTHENTIC SUPPORTING DOCUMENTATION.

Nothing in this Section creates liability for BreederHQ. Any liability BreederHQ has notwithstanding this Section is governed exclusively by §4.3 of the Terms of Service, including its exclusions, aggregate cap, carve-outs, and consumer-rights savings. In case of any conflict between this Section and §4.3 of the Terms of Service, §4.3 controls.

12. Modifications

BreederHQ may update these Transaction Terms from time to time. Material changes will be communicated to users 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 Transaction Terms.

13. Definitions

Capitalized terms not defined in these Transaction Terms have the meanings set forth in the Legal Definitions Schedule, which is incorporated into these Transaction Terms by reference.

14. Contact

For questions regarding these Transaction Terms, contact:

BreederHQ LLC Email: legal@breederhq.com

By participating in any transaction on the BreederHQ Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Marketplace Transaction Terms.