Guppy Supply — Purchase Program Terms

These Guppy Supply Purchase Program Terms (these "Supply Terms") govern your participation in the Guppy Supply group-purchasing program (the "Program"), including placing purchase requests, receiving allocations, and purchasing sealed trading card product through the Program.

The Program is operated by Guppy Supply LLC, a Delaware limited liability company ("Guppy Supply," "we," "our," or "us"). Guppy Supply LLC — not DropKit, Inc. — is the merchant of record for all Program purchases. Charges will appear on your card statement under Guppy Supply LLC (or a substantially similar descriptor).

These Supply Terms are Supplemental Terms under the Guppy Terms of Service (the "Guppy Terms") and are incorporated into your agreement with us. The Guppy Terms — including Section 15 (Dispute Resolution & Binding Arbitration) and Section 16 (Governing Law; Venue) — apply to your use of the Program, with Guppy Supply LLC treated as a party to and beneficiary of those provisions. If these Supply Terms conflict with the Guppy Terms with respect to the Program, these Supply Terms control.

By placing a purchase request or otherwise participating in the Program, you agree to these Supply Terms. If you do not agree, do not participate.

Guppy Supply publishes offers on specific sealed trading card products ("Drops"). Rather than purchasing an item off a shelf, you place a standing request (a "Request") to purchase units of a Drop if and when Guppy Supply secures inventory and allocates it to you (an "Allocation").

A Request is a binding offer to purchase, not a completed order. No purchase occurs, and no money is charged, unless and until you receive an Allocation as described below. Guppy Supply does not guarantee that any Request will be filled, in whole or in part.

(a) Placing a Request. For each Drop, you select a discount level relative to the Drop's displayed market price and a quantity of units, up to any per-member limit stated on the Drop. When you submit your Request, the system converts your selected discount into a fixed maximum dollar price per unit (your "Locked Max"). Your Locked Max is fixed at submission and will never increase, regardless of subsequent market movement. You may place one Request per Drop.

(b) Market Price. "Market price" for a Drop is determined by Guppy Supply using its own methodology — currently a 30-day median of prices observed across retailers and marketplaces tracked by Guppy Supply. Market price is an internal reference figure, not a quote, appraisal, or valuation. We may modify the methodology, data sources, or calculation at any time in our discretion, and we make no representation that market price reflects the price at which any product can actually be bought or sold.

(c) Payment Method Required. To activate a Request, you must provide a shipping address and place a valid payment card on file through our payment processor. Your card is securely stored ("vaulted") and is not charged at Request time. A Request submitted without a confirmed card on file is saved but inactive and will not be filled until a card is confirmed.

(d) Cancellation Before Allocation. You may cancel or withdraw a Request at any time before it is filled, at no cost. Once an Allocation is made and the charge is initiated, the Request can no longer be modified or canceled, except as provided in Section 8 (Refunds).

(e) Expiration. Each Request has a stated time-to-live (typically 45 days, set per Drop). Expired Requests are void and will never be charged. To participate after expiration, you must submit a new Request at then-current terms.

(f) Pause. You may pause your Program participation at any time. While paused, your Requests and Locked Max prices are preserved, but you will be skipped for Allocation and will not be charged. Unpausing restores your eligibility on a going-forward basis; you are not entitled to Allocations that occurred while you were paused.

(a) Discretionary Allocation. When Guppy Supply secures inventory for a Drop, it fills active Requests in one or more rounds. If a Drop is oversubscribed, Allocation priority is determined by Guppy Supply in its sole discretion. We may consider factors such as request timing, prior fill history, per-member limits, and program integrity, and we may change our allocation approach at any time without notice. We do not promise any particular allocation order, method, or outcome.

(b) Partial Fills. Allocations may be partial. A Request for multiple units may be filled with fewer units. Unfilled quantity remains an active Request subject to these Supply Terms (including expiration).

(c) Price Protection at Fill. You will only be charged if the actual per-unit price at which the Drop is filled (the "Landed Price") is at or below your applicable maximum. Before charging, the system re-checks your promised discount against the market price at fill time; this re-check can only lower your effective ceiling, never raise it. If the Landed Price exceeds your applicable ceiling, you are skipped for that round and not charged. Skipped Requests remain active for future rounds unless expired or canceled.

(d) No Guarantee. Participation in the Program does not guarantee that you will receive any product, at any price, at any time. Inventory availability, supplier terms, and timing are outside your control and may be outside ours.

(a) Authorization for Off-Session Charges. By placing a Request and saving a card, you authorize Guppy Supply LLC (and our payment processor) to charge your saved payment method automatically, without further action or confirmation by you at the time of charge, for the Landed Price multiplied by the units allocated to you, plus applicable taxes and any disclosed shipping charges, promptly following each Allocation. This authorization covers one or more merchant-initiated (off-session) transactions and remains in effect until you cancel your Requests, pause participation, or remove your card, in each case effective for Allocations occurring after the change.

(b) Monthly Spending Cap. Your account includes a configurable monthly spending cap. Any charge that would exceed your cap is held for your express approval rather than processed automatically. Held charges that you do not approve within the period stated in the Services may be released, and the corresponding Allocation may be forfeited and reallocated.

(c) Failed or Held Charges. If your card declines, the order is marked failed and the Allocation may be forfeited and reallocated. If your card requires additional authentication, or a charge is held under your monthly cap or pause settings, the charge will await your action; we may set a deadline after which the Allocation is forfeited. Repeated payment failures may result in suspension from the Program.

(d) Receipts. Every charge generates an email receipt to the address on your account.

(e) Pricing Errors. We may cancel any Allocation (before or after charge) that resulted from a pricing, listing, or system error, in which case any amounts charged will be refunded in full.

(a) Taxes. Prices exclude taxes unless stated otherwise. Where required, Guppy Supply will collect and remit applicable sales or similar taxes, which will be disclosed on your receipt. You are responsible for any taxes we are not required to collect.

(b) Shipping. Filled orders ship to the address on file at the time of the order. You are responsible for providing and maintaining an accurate, shippable address. Any shipping charges will be disclosed before or at the time of charge. Title and risk of loss pass to you upon our delivery of the product to the carrier, except where applicable law provides otherwise. We are not responsible for delays, loss, or damage caused by carriers, but we will reasonably assist with carrier claims as described in Section 8.

(a) Sealed Product. Program products are sold as factory-sealed collectible product. We do not open, inspect the contents of, grade, or authenticate the contents of sealed product, and we make no representation regarding the contents, print run, pull rates, centering, or condition of any cards inside sealed product, or the condition of packaging beyond commercially reasonable handling.

(b) Sourcing. We source Program products from distributors and suppliers we reasonably believe to be reputable, and we take commercially reasonable steps to obtain authentic product. However, we do not manufacture the products, and we cannot independently verify the contents of factory-sealed items. Your remedies for counterfeit or tampered product are set forth in Section 8(c).

(c) Market Volatility. Collectible product prices fluctuate. We make no representation that any product will retain, increase, or hold any value, or that the price you pay reflects or will bear any relationship to future market prices. Nothing in the Program is investment, financial, or resale advice, and the Program is not an investment product.

(a) All Sales Final. Except as expressly stated in this Section 8 or required by applicable law, all Program sales are final. Because sealed collectible product is subject to rapid price movement and tampering risk, we do not accept returns of, or provide refunds for, correctly fulfilled product, including for buyer's remorse or subsequent market price changes.

(b) Damaged, Incorrect, or Missing Orders. If your order arrives materially damaged, is the wrong product, or does not arrive within a reasonable period after the carrier's estimated delivery date, contact supply@guppy.so within 14 days of delivery (or of the estimated delivery date, for non-delivery). We may require photos, documentation, or return of the affected product. For verified claims, we will, at our option, provide a replacement (subject to availability), account credit, or a refund to the original payment method.

(d) Drop Cancellation. We may cancel a Drop or an Allocation at any time, including where supply falls through, a supplier fails to perform, or an error occurred. If you were charged for a canceled Allocation, you will receive a full refund of amounts charged. A refund of amounts charged is your sole and exclusive remedy for any canceled Drop or Allocation.

(e) Chargebacks. If you initiate a chargeback or payment dispute on a Program charge, we may suspend your Guppy account and Program access during investigation and may recover amounts owed. This does not limit your rights under applicable law.

In addition to Section 11 of the Guppy Terms, you agree not to: (a) use multiple accounts, identities, or payment instruments to evade per-member limits; (b) manipulate, or attempt to manipulate, market price inputs, allocation, or Drop mechanics; (c) place Requests you do not intend to honor; or (d) use automation external to the Services to interact with the Program. Violations may result in cancellation of Requests and Allocations, forfeiture of Program access, and account termination.

The Program is for personal use consistent with Section 1 of the Guppy Terms.

Guppy Supply LLC

169 Madison Ave STE 15546, New York, NY 10016

Support: supply@guppy.so

Legal: legal@guppy.so