Seller Terms of Service

1. Relationship Between Seller and PoolCures

PoolCures ("the Platform") operates as a B2B demand aggregation marketplace. The Platform facilitates connections between business buyers and sellers. PoolCures is not your employer, partner, co-venturer, agent, or franchisor. Nothing in these Terms creates an employment relationship, joint venture, partnership, or agency between you and PoolCures.

You are an independent seller and the merchant of record for all transactions. You are solely responsible for your products, pricing, fulfillment, tax obligations, and compliance with applicable laws.

PoolCures provides the marketplace infrastructure, payment facilitation via Stripe Connect, and demand aggregation tools. We do not take title to, possess, inspect, or endorse any products listed on the Platform.

2. Seller Eligibility

To sell on PoolCures, you must:

• Be a registered business entity (LLC, Corporation, Sole Proprietorship, or equivalent) in good standing
• Hold a valid Employer Identification Number (EIN) or, for sole proprietors, a valid Social Security Number for tax reporting
• Possess all licenses, permits, and registrations required to sell your products in your jurisdiction
• Complete Stripe Connect onboarding, including identity verification and bank account linking
• Provide accurate and current business information, including legal business name, address, and contact details
• Have the legal authority to bind your business entity to these Terms

PoolCures reserves the right to verify your eligibility at any time and to suspend or terminate your account if you fail to meet these requirements.

3. Listing Standards

All product listings must:

• Contain accurate, complete, and truthful descriptions of products including specifications, materials, dimensions, condition, certifications, and any known limitations
• Include clear, representative product images that you have the right to use
• State pricing in good faith, without deceptive markups, bait-and-switch tactics, or artificially inflated "original" prices
• Disclose all material information a reasonable buyer would need to make a purchasing decision, including minimum order quantities, lead times, and shipping restrictions
• Comply with all applicable product safety laws and regulations, including but not limited to CPSC, FDA, EPA, FCC, and state regulations as applicable

Prohibited listings include but are not limited to:

• Illegal products or products that violate federal, state, or local law
• Counterfeit, stolen, or misrepresented goods
• Products subject to recall by any regulatory authority
• Hazardous materials not properly classified, labeled, and documented for commercial shipping
• Products that infringe on any third-party intellectual property
• Any product requiring a license the seller does not hold

PoolCures may remove any listing at its sole discretion and without prior notice if it violates these standards.

4. Pool Pricing Commitments

When you submit a bid on a pool, you commit to fulfilling orders at the bid price for the full duration of the pool window. Specifically:

• Bids are binding once accepted. You may not withdraw, modify, or revoke a bid after it has been accepted by the pool organizer or the Platform
• You may withdraw or modify unaccepted bids at any time before acceptance
• You must honor the bid price for all units within the pool, regardless of changes in your cost basis after bid submission
• If the pool reaches its threshold and your bid is the accepted bid, you are obligated to fulfill all orders at the committed price and terms
• Failure to honor accepted bids may result in account suspension, loss of escrow tier status, and liability for buyer damages

5. Fulfillment Obligations

Upon a pool reaching its threshold and payment being processed, you must:

• Ship orders within the lead time stated in your bid. If no lead time was specified, orders must ship within 7 business days
• Provide valid tracking information for all shipments within 24 hours of dispatch
• Deliver products that match the quality, specifications, and condition described in the listing
• Use appropriate packaging to prevent damage during transit
• Include all required documentation (invoices, packing slips, certificates of compliance, SDS sheets where applicable)
• Communicate proactively with buyers regarding any delays, substitutions, or issues affecting fulfillment

Partial shipments are permitted only with prior buyer consent. Substitutions of products without explicit buyer approval constitute a breach of these Terms.

6. Payment Terms

All payments are processed through Stripe Connect Direct Charges. Buyer funds are charged directly to the seller's connected Stripe account. PoolCures never holds or has custody of transaction funds.

• Platform fee: 0% during the early access period. PoolCures reserves the right to introduce a platform fee of up to 5% in the future, with 30 days' advance notice to sellers. The platform fee is deducted as a Stripe application fee before funds reach your connected account.
• Stripe processing fees: Standard Stripe processing fees (currently 2.9% + $0.30 per transaction for US cards) apply separately and are deducted by Stripe from each transaction
• Payout timing: Determined by your escrow tier (see Section 7) and your Stripe account's payout schedule
• Currency: All transactions are processed in USD
• Chargebacks: You are responsible for all chargebacks, chargeback fees, and associated costs on transactions processed through your connected account

7. Escrow and Trust Tiers

PoolCures uses a tiered system to manage payment release timing based on seller track record:

Tier status may be downgraded at any time if your rating drops below the required threshold, if you receive an elevated rate of disputes or chargebacks, or if PoolCures determines, in its reasonable discretion, that a downgrade is warranted.

8. Returns and Refunds

• You must maintain and clearly display a return and refund policy on each listing. If no policy is specified, a 30-day return window for defective or non-conforming goods applies by default.
• You must respond to all buyer dispute and return requests within 5 business days. Failure to respond may result in automatic resolution in the buyer's favor.
• Refunds for confirmed defective, damaged, or materially non-conforming products are the seller's responsibility and must be processed through Stripe
• You are responsible for providing return shipping labels or reimbursing return shipping costs for defective or non-conforming products
• PoolCures may, but is not obligated to, mediate disputes between buyers and sellers. PoolCures's decision in any mediated dispute is advisory, not binding.

9. Tax Compliance

You are solely responsible for all tax obligations arising from your sales on the Platform:

• Sales tax: You are responsible for determining, collecting, reporting, and remitting all applicable sales taxes, use taxes, VAT, GST, and any other transaction taxes in all jurisdictions where you have a tax obligation (nexus)
• Tax documentation: You must provide valid W-9 (or W-8BEN/W-8BEN-E for non-US entities) information through Stripe Connect onboarding. PoolCures or Stripe will issue 1099-K forms as required by IRS regulations.
• Resale certificates: Where buyers provide valid resale certificates or tax-exempt documentation, you are responsible for validating their legitimacy and maintaining records in compliance with applicable state law
• PoolCures is not your tax advisor. We do not calculate, collect, or remit taxes on your behalf. We recommend consulting a qualified tax professional regarding your obligations.

10. Export Control and Sanctions Compliance

You represent and warrant that you will comply with all applicable export control and sanctions laws, including but not limited to:

• U.S. Office of Foreign Assets Control (OFAC) regulations, including the Specially Designated Nationals and Blocked Persons (SDN) List
• U.S. Export Administration Regulations (EAR) administered by the Bureau of Industry and Security
• International Traffic in Arms Regulations (ITAR) administered by the Directorate of Defense Trade Controls, where applicable

You agree that you will not:

• Sell, export, or re-export products to any country, entity, or person subject to U.S. sanctions or embargoes
• List products that require an export license you have not obtained
• Engage in transactions with any party appearing on the OFAC SDN List, Entity List, Denied Persons List, or any other applicable restricted party list

PoolCures reserves the right to screen transactions against OFAC and other restricted party lists and to block or reverse any transaction that may violate sanctions or export control laws. Violations may result in immediate account termination and referral to applicable authorities.

11. Intellectual Property Warranty

By listing products on the Platform, you represent and warrant that:

• You have the legal right, title, and authority to sell every product you list
• Your products and listings do not infringe upon any third-party patent, trademark, copyright, trade secret, or other intellectual property right
• All product images, descriptions, and marketing materials used in your listings are either owned by you or used with proper authorization
• You are an authorized distributor or reseller for any branded products you list, and you can provide proof of authorization upon request

PoolCures will respond to valid intellectual property infringement claims in accordance with applicable law and may remove listings and suspend seller accounts upon receipt of credible claims.

12. Insurance

PoolCures strongly recommends that all sellers maintain appropriate business insurance. Sellers with annual sales volume exceeding $50,000 on the Platform are required to maintain:

• Commercial general liability insurance with minimum coverage of $1,000,000 per occurrence
• Product liability insurance appropriate to the nature and volume of products sold

PoolCures may request proof of insurance at any time. Failure to provide proof when requested may result in account suspension until adequate coverage is confirmed.

13. Performance Standards

You are expected to maintain the following minimum performance standards:

• Fulfillment rate: 95% or higher. Orders must be shipped within the committed lead time.
• Response time: Respond to buyer inquiries and messages within 2 business days
• Dispute rate: Below 3% of total completed orders
• Rating maintenance: Maintain a minimum average rating of 3.5 out of 5.0 across all completed transactions
• Chargeback rate: Below 1% of total transactions. Elevated chargeback rates may trigger Stripe account review or suspension.

Failure to maintain these standards may result in reduced visibility on the Platform, escrow tier downgrade, temporary suspension, or account termination. PoolCures will provide written notice and a reasonable cure period (typically 30 days) before taking action for performance-related issues, except in cases of fraud or legal violations requiring immediate action.

14. Non-Solicitation

You agree not to solicit Platform buyers for direct transactions outside of PoolCures for a period of 12 months following your last transaction with that buyer on the Platform. You may not collect, store, or use buyer contact information obtained through the Platform for purposes unrelated to fulfilling pool orders. This restriction does not apply to buyers with whom you had a pre-existing business relationship prior to the Platform transaction.

15. Termination

Termination for cause: PoolCures may suspend or terminate your seller account immediately and without prior notice for:

• Fraud, misrepresentation, or deceptive practices
• Repeated failure to fulfill accepted pool commitments
• Violation of applicable laws, regulations, or sanctions
• Listing prohibited or counterfeit products
• Chargebacks or disputes exceeding acceptable thresholds
• Any conduct that, in PoolCures's sole judgment, harms the Platform, its reputation, or its users

Termination without cause: Either party may terminate this agreement for any reason by providing 30 days' written notice to the other party.

Effect of termination:

• All pending pool commitments accepted before the effective date of termination must be fulfilled
• No new bids may be submitted after notice of termination
• Payment holds and escrow provisions remain in effect for transactions initiated before termination
• Sections 8 (Returns), 9 (Tax), 10 (Export Control), 11 (IP Warranty), 14 (Non-Solicitation), 16 (Indemnification), 17 (Limitation of Liability), and 18 (Governing Law) survive termination

16. Indemnification

You agree to indemnify, defend, and hold harmless PoolCures, 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 out of or related to:

• Product liability: Any claims arising from defective, unsafe, mislabeled, or non-conforming products you sell through the Platform
• Tax liability: Any claims, penalties, or assessments arising from your failure to collect, report, or remit applicable taxes
• IP claims: Any claims that your products or listings infringe upon third-party intellectual property rights
• Buyer disputes: Any claims arising from your failure to fulfill orders, honor return policies, or resolve buyer complaints
• Legal violations: Any claims arising from your violation of applicable laws, regulations, or sanctions
• Breach of terms: Any breach of your representations, warranties, or obligations under these Terms

This indemnification obligation survives termination of your account and these Terms.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POOLCURES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA.

IN NO EVENT SHALL POOLCURES'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE TOTAL PLATFORM FEES PAID BY YOU TO POOLCURES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

18. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located in Delaware. You consent to the personal jurisdiction of such courts.

19. Modifications to Terms

PoolCures may modify these Terms at any time by posting the revised version on the Platform and updating the "Last updated" date. For material changes, we will provide at least 30 days' advance notice via email to the address associated with your seller account. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and close your seller account.

20. Ratings and Reviews

Buyers may rate and review your products and performance after delivery. Ratings affect your escrow tier, search visibility, and standing on the Platform. You may not incentivize, coerce, manipulate, or retaliate against buyers in connection with ratings or reviews. You may respond to reviews publicly through the Platform's designated response feature.

21. Confidentiality

You agree to maintain the confidentiality of any non-public information obtained through the Platform, including but not limited to pool demand data, aggregate buyer statistics, pricing algorithms, and Platform analytics. You may not disclose such information to third parties or use it for purposes outside the Platform without PoolCures's prior written consent.

22. Contact

For questions about these Seller Terms, contact us at support@poolcures.com.