Operational draft. This policy is an operational first draft prepared by DropZillas for internal use and future attorney review. It has not been reviewed or approved by an attorney and does not constitute legal advice. Placeholders such as "[legal entity name]" and "[legal contact email]" are filled from the admin-configured legal identity settings once provided. Contact us through the contact page with any questions about a specific term.
This Reseller / Seller Agreement (the "Agreement") governs your use of DropZillas as an approved reseller, seller, brand, or business account. It incorporates by reference the Terms & Conditions, Privacy Policy, Shipping & Fulfillment Policy, Returns & Refund Policy, and Prohibited & Restricted Goods Policy (collectively, the "Policies"). If there is a conflict between this Agreement and the general Terms, this Agreement controls for the subject matter it addresses.
1. Eligibility and account
You represent that (a) you are 18 or older; (b) you are legally authorized to enter into a binding contract on behalf of the business identified in your application; (c) the information in your account is accurate and current; and (d) you will use the Services for lawful business purposes only. DropZillas may verify identity, business registration, tax status, chargeback history, and reputation, and may approve, decline, or condition access at its discretion.
2. Acceptance and re-acceptance
By creating a seller account, submitting an application, or continuing to use the Services, you accept this Agreement and the incorporated Policies. When a Policy is materially revised, DropZillas may require re-acceptance of the current version before you continue using the affected Services. Acceptance records (user, slug, version, timestamp, and context) are logged for audit purposes.
3. Listings, pricing, and customer-facing content
You are solely responsible for your customer-facing storefront, listings, marketing claims, advertised prices, taxes displayed to your customers, disclosures, and customer service. DropZillas wholesale pricing, private rate cards, and confidential pricing tiers are confidential and must not be published to the public.
4. Seller-sourced and customer-owned inventory
For inventory that you or your suppliers ship to DropZillas — including goods purchased from Walmart, The Home Depot, Lowe's, Target, Amazon, another retailer, wholesaler, manufacturer, marketplace, or supplier — you represent that:
- You have full right, title, and authorization to resell and to direct DropZillas to handle the goods;
- The goods are authentic, correctly described, properly manufactured, and lawful to sell and ship in the destinations you use;
- You will handle merchandise returns, warranty claims, quality complaints, recalls, and refunds with the original merchant, seller, supplier, or brand owner and with your own end customer as applicable;
- DropZillas is not the seller of those goods and does not assume the original merchant's return, warranty, product-quality, authenticity, recall, or refund obligations.
DropZillas may offer a paid return-logistics / return-receiving service under which approved end-customer returns are physically directed to the neutral Returns Processing Center and physically received on the seller's behalf (see Section 4a below). That receiving service is a logistics service subject to its own terms and admin-configured pricing; it does not make DropZillas responsible for approving a merchant return or for funding a merchandise refund.
4a. Neutral return receiving and seller-controlled disposition
DropZillas maintains a neutral customer-facing "Returns Processing Center" identity — separate from the DropZillas legal entity and legal contact — so that a reseller's end customer is not unnecessarily exposed to DropZillas as the reseller's fulfillment source. The neutral identity, mailing address, and any return-desk contact fields are the values published in the admin-configured Neutral Returns / Fulfillment Identity setting.
For approved end-customer returns of seller-owned, seller-sourced, customer-owned, or Blind Fulfillment goods that the seller directs to the neutral Returns Processing Center:
- The seller — not DropZillas — decides whether to approve the end customer's return and controls whether a refund or replacement is issued to the end customer.
- Received units are not automatically restocked. Restock, quarantine / hold, dispose, return-to-seller, return-to-supplier, or other disposition follows the seller's configured instructions, applicable inventory controls, and full audit history.
- Handling, inspection, disposition, storage, and related return-logistics fees follow the seller's plan and the current admin-configured pricing.
- DropZillas does not assume the original retailer / supplier / manufacturer's return, warranty, product-quality, recall, or refund obligations by physically receiving the package.
4b. Seller-approved replacements and replacement shipping charges
If the seller approves a replacement for its end customer and DropZillas holds another unit of the seller's inventory (including seller-owned, seller-sourced, customer-owned, or Blind Fulfillment inventory), DropZillas may fulfill that replacement under the seller's instructions. In that case the seller is responsible for the new outbound shipping charge for that replacement shipment and will be billed for it. Applicable pick, pack, handling, packaging, custom-packaging, and other configured service fees may also apply per the seller's plan and the current admin-controlled pricing. DropZillas does not absorb the replacement product cost or the replacement shipping merely because the seller chose to replace the item or because the seller's end customer requested a replacement.
Verified DropZillas fulfillment error — separate treatment. Where DropZillas made a verifiable fulfillment error (for example, shipping the wrong SKU or variant despite accurate order information and correct seller instructions), that case is handled under the DropZillas error / remedy path in the Returns & Refund Policy and must not be incorrectly billed to the seller as a seller-requested replacement shipment. Carrier-caused damage, loss, or delay remains governed by the carrier claim language in the Shipping & Fulfillment Policy and must not be silently reclassified as a DropZillas fulfillment error.
5. Blind Fulfillment
DropZillas provides Blind Fulfillment as described on the Repackaging services page. You represent that goods you send under Blind Fulfillment are authentic, correctly described, and lawful to resell, and that you have all necessary authorizations. DropZillas does not alter, rebrand, relabel, conceal, or modify the actual retail product, manufacturer packaging, serial numbers, trademarks, or product contents. Blind Fulfillment applies only to the outer outbound shipping packaging and approved fulfillment materials. You may not use Blind Fulfillment to conceal the source, origin, authenticity, or nature of counterfeit or replica goods or goods you are not authorized to resell.
6. Concierge Retail Pickup
Concierge Retail Pickup is an optional add-on. You are solely responsible for properly authorizing the specific assigned DropZillas Pickup Agent under the retailer or supplier's own pickup rules. DropZillas cannot collect an order unless the pickup agent is permitted to receive it and can satisfy the retailer's applicable pickup verification requirements. DropZillas is not affiliated with, endorsed by, sponsored by, or acting as agent for Walmart, The Home Depot, Lowe's, Target, or any other named retailer merely because DropZillas receives or picks up an order authorized by you. This service is not personal shopping — DropZillas is only picking up an order that you have already purchased and properly authorized for release. Categories excluded by default (and any additional categories configured by DropZillas administrators) may not be requested through this service.
7. Product authenticity and anti-counterfeit
You represent and warrant that all goods you list, send, or direct DropZillas to fulfill are authentic, properly sourced, and lawful. Counterfeit, replica, unauthorized, gray-market, or infringing goods are strictly prohibited. DropZillas may quarantine, refuse, return where lawful and operationally appropriate, or dispose of suspected counterfeit goods, and may report suspected counterfeit activity to brand owners, marketplaces, carriers, or authorities as permitted or required by law.
8. Fees, charges, and payment
Fees for the Services (fulfillment, storage, repackaging, kitting, custom production, print-on-demand, blind fulfillment, concierge pickup, materials, rush handling, and shipping) are set through the DropZillas admin pricing configuration and appear in your quotes, invoices, and dashboard. DropZillas may add or adjust pricing rules prospectively. Approved quotes and confirmed orders are honored on their original terms unless the order is materially changed.
Shipping charges, carrier fees, address correction fees, return-to- sender fees, redelivery fees, customs / duties where applicable, and carrier surcharges may be passed through to you. You authorize DropZillas and its payment processors to charge the payment method on file. Failed payments, chargebacks, and payment disputes may result in suspension of Services, holds on inventory, and recovery of amounts owed as permitted by law.
9. Storage and unclaimed / abandoned inventory
Inventory stored at a DropZillas facility is subject to any active storage agreement and to routine operational needs (receiving, putaway, cycle counts, moves, and inspections). If DropZillas cannot contact you at the addresses and emails on file, if storage fees are past due, or if inventory is abandoned, DropZillas may — after providing notice reasonable under the circumstances and consistent with applicable law — hold, relocate, consolidate, dispose of, donate, sell, or destroy the inventory to recover fees and clear warehouse space. The specific notice periods, contact attempts, and disposition options are managed through admin-configured operational notices so they can be maintained consistently and reviewed by counsel; DropZillas will not shorten those notices below what applicable Texas law requires.
10. Inventory receiving, discrepancies, and inspection
Receiving counts are recorded on intake. You must review receiving records and report discrepancies within a reasonable time (seven calendar days from posted receipt is the current operational default). DropZillas inspection is limited to what is reasonably observable at intake and prior to shipment; concealed defects, mixed contents, mislabeled cases, and supplier-introduced errors may not be visible until later. Reporting windows and evidence requirements are described in the Returns & Refund Policy.
11. Fulfillment instructions and approvals
You are responsible for accurate ship-to information, packaging instructions, branding materials, insert files, label artwork, and first-article approvals where DropZillas offers them. Incomplete, inaccurate, or late instructions may delay a job, incur additional fees, or cause a job to ship without the missing element; DropZillas is not liable for the resulting variance.
12. Suspension and termination
DropZillas may suspend or terminate your account, hold pending orders, cancel unfulfilled orders, and refuse further service for suspected fraud, chargeback abuse, non-payment, prohibited-goods violations, counterfeit or authenticity concerns, security risk, repeated policy violations, legal compliance, or business necessity. You may close your account at any time subject to fulfilling outstanding obligations. Provisions regarding fees, indemnity, confidentiality, disclaimers, limits on liability, and dispute resolution survive termination.
13. Intellectual property
You represent that you have all rights, licenses, and authorizations required for any logos, artwork, product photos, copyrighted material, trademarks, custom printing files, packaging designs, inserts, and branding you ask DropZillas to store, print, apply, or ship. You grant DropZillas the license needed to perform the Services you request. You will defend, indemnify, and hold DropZillas harmless from claims arising out of the content you supply, subject to final legal review.
14. Confidentiality and data handling
Wholesale pricing, non-public catalog data, dashboard reports, operational SOPs, and other information marked or reasonably identifiable as confidential is confidential. You will use it only to run your DropZillas business. You will handle end-customer personal information you receive from DropZillas fulfillment (names, addresses, contact details) in accordance with applicable privacy law and only for the purpose of servicing the underlying order.
15. Independent contractors
DropZillas and you are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, franchise, or fiduciary relationship. Neither party has authority to bind the other.
16. Disclaimers and limitation of liability
Except as expressly stated, the Services are provided "as is." The disclaimers and limitations of liability in the Terms & Conditions apply to this Agreement and are incorporated here.
17. Force majeure
Neither party is responsible for failure or delay caused by conditions beyond its reasonable control, including natural disasters, weather, fire, flood, pandemic, labor action, carrier disruption, utility or internet failure, sanctions, war, terrorism, or governmental action.
18. Governing law, venue, and dispute resolution
This Agreement is governed by the laws of the State of Texas and the United States, without regard to conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in Texas, and the parties consent to personal jurisdiction there.
19. Notices; electronic acceptance
Notices to DropZillas must be sent to the legal contact email published in the admin legal identity settings. You consent to receive notices from DropZillas electronically. Electronic acceptance of this Agreement (including checking an acceptance box in the DropZillas dashboard, application flow, or a required re-acceptance prompt) is effective and binding.
20. Amendments; versioning
DropZillas may amend this Agreement and the incorporated Policies from time to time. The effective date at the top of this document reflects the current version. Material amendments may require you to re-accept before you continue using affected Services; acceptance is logged with the version number.
21. Miscellaneous
If any provision is held unenforceable, the remainder remains in effect. Failure to enforce a right is not a waiver. You may not assign this Agreement without DropZillas' written consent; DropZillas may assign in connection with a corporate transaction. This Agreement, together with the incorporated Policies, is the entire agreement between you and DropZillas about the subject matter.
This document is one of DropZillas' Legal & Policies. Related policies: Terms & Conditions · Privacy Policy · Reseller / Seller Agreement · Shipping & Fulfillment Policy · Returns & Refund Policy · Prohibited & Restricted Goods Policy.