Powerline — Wholesale Marketplace Terms of Service

1. The Marketplace and Our Role

Powerline is a software marketplace that connects wholesale buyers (retailers) with wholesale sellers (brands and distributors). Powerline is never the seller or buyer of record, never takes title to goods, and never takes possession of product funds. Every wholesale transaction is directly between the buyer and the seller.

We provide catalog and listing tools, order workflow (including dual-confirmation), sales-rep tooling, messaging, and related business features. Sellers are solely responsible for their products, pricing, fulfillment, shipping, invoicing, tax, and legal compliance; buyers are solely responsible for their purchasing decisions and their own compliance. We do not guarantee the quality, safety, legality, or availability of any product.

2. Eligibility and Business Verification

To use Powerline you must be a legally formed business entity or sole proprietorship with all licenses, permits, and certifications required to buy, sell, manufacture, or distribute your products; maintain appropriate insurance; and provide accurate business information. We may require documentation to verify your business and may suspend or terminate access if you lose a required license, permit, or insurance, or if verification fails.

3. Accounts, Organizations, and Roles

Access is organized around organizations (businesses). A person may belong to one or more organizations and hold one or more enrollments (for example, wholesale buyer and/or wholesale seller). You are responsible for your members' access, for keeping credentials secure, and for all activity under your organization. Grant member entitlements only as needed, and remove access promptly when a member leaves.

4. Brand Authorization and Listing Integrity

You may list a brand's products for wholesale only if you own the brand or are authorized by the brand owner to sell it. We may require proof of ownership or authorization and may remove listings that are unauthorized, inaccurate, non-compliant, or infringing. Listing another company's brand without authorization is a material breach.

5. Orders and Dual Confirmation

Wholesale orders progress through a defined lifecycle, including dual confirmation by both buyer and seller. A confirmed order is a commitment between the buyer and the seller to transact on the agreed terms. Sellers are responsible for accurate pricing, availability, fulfillment, tracking, and delivery; buyers are responsible for accurate order and shipping information and for receiving shipments. Cancellations, modifications, returns, and disputes are governed by the parties' agreement and the tools Powerline provides.

6. Payments, Net Terms, and Credit

Powerline does not process the product payment and never holds product funds. Buyers pay sellers directly. Any net-terms or trade-credit arrangement is extended by the SELLER to the buyer at the seller's sole discretion and risk — Powerline is not a lender, is not a party to the credit relationship, and does not guarantee, underwrite, or collect the seller's receivables.

Powerline provides tooling to record terms, balances, and payment status, but the underlying obligation to pay for goods runs between buyer and seller. Each party is responsible for its own invoicing, collections, and tax.

7. Platform Fee

Powerline's compensation is a flat platform fee of three percent (3%) of the order value, invoiced to the SELLER as a SEPARATE invoice from the product transaction. We never deduct from, hold, or route the product payment. Fees are set by the then-current published fee schedule, read at the time of each transaction, and may change with 30 days' notice.

By selling on Powerline you agree to pay all applicable platform fees; this obligation is a material term and survives termination. Directing a counterparty you transacted with through Powerline to complete or repeat business off-platform in order to avoid fees is prohibited; sales to a counterparty introduced through Powerline within twelve (12) months remain subject to the platform fee. We may audit records to verify fee compliance, and unpaid fees are a debt owed to Dose'D LLC, accruing interest at 1.5% per month (or the maximum lawful rate, if lower), plus collection costs and reasonable attorneys' fees, with venue in Pennsylvania.

8. Sales Representatives and Commissions

Where sales representatives are used, authorization, assignments, attribution, and commissions are managed through Powerline's tooling. Commission arrangements are between the seller and its representative; Powerline records and facilitates them but is not a party to the underlying employment or contractor relationship and is not responsible for its terms.

9. Product Compliance

Sellers are solely responsible for ensuring their products are lawful and compliant, including all licensing, labeling, testing, and packaging requirements. For hemp-derived products, this includes compliance with the 2018 Farm Bill and applicable state law (no more than 0.3% Delta-9 THC by dry weight). You may not list or sell controlled substances or non-compliant products, and you must not make false or unsubstantiated claims (including health claims).

10. Acceptable Use

You will not: violate any law; provide false or fraudulent information; infringe intellectual-property or other rights; manipulate reviews, ratings, or marketplace metrics; misuse another party's confidential or customer information; use bots or scrapers, attempt unauthorized access, interfere with the Service, reverse engineer it, or harvest data; or engage in fraud, non-delivery of paid orders, or anti-competitive conduct.

11. Confidentiality and Data Use

Information you receive about a counterparty through Powerline — including order details, pricing, and contact information — may be used only to conduct and support your transactions with that counterparty and to meet legal obligations. You may not sell or transfer it, use it to build a database for unrelated solicitation, or use it to divert business off-platform in violation of Section 7. Protect it with reasonable security and retain it only as long as needed.

12. Intellectual Property

The Powerline and Dose'd names, logos, interfaces, and content (excluding your own listings and content) are the property of Dose'D LLC and its licensors and may not be copied, distributed, or commercially used without our written consent. All marketplace data, analytics, and aggregations generated through the Service are our exclusive property. You retain rights in the listing and business content you submit and grant us a license to host and display it to operate the marketplace.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted or error-free, or that listings, pricing, or counterparty information are accurate. We are not responsible for the acts or omissions of any buyer, seller, representative, or other third party, and your dealings with them are solely between you and them.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOSE'D LLC AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, GOODWILL, OR DATA, ARISING FROM THE SERVICE OR ANY WHOLESALE TRANSACTION. OUR TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF THE PLATFORM FEES YOU PAID US IN THE PRIOR TWELVE (12) MONTHS OR FIVE HUNDRED DOLLARS ($500).

15. Indemnification

You agree to indemnify and hold harmless Dose'D LLC, its affiliates, and their officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your products or listings, your violation of these Terms or any law or third-party right, or any dispute between you and another business on the marketplace.

16. Dispute Resolution and Arbitration

PLEASE READ CAREFULLY — THIS SECTION AFFECTS YOUR RIGHT TO SUE IN COURT AND TO A JURY TRIAL.

Before any formal proceeding, the parties will attempt to resolve the dispute informally for at least thirty (30) days by contacting legal@dose-d.com. If unresolved, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Pennsylvania — except that either party may seek injunctive relief for intellectual-property infringement. The parties bring claims only individually and waive any class, representative, or jury proceeding.

17. Term, Termination, and General Provisions

We may suspend or terminate access for breach, non-payment of platform fees, loss of required licenses, fraud, or legal concerns. On termination, listings are removed, you must fulfill pending orders, outstanding fees remain due, and provisions that should survive (fees, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) survive. These Terms are governed by Pennsylvania law; we may modify the Service or these Terms with notice; if any provision is unenforceable the rest remain in effect; and you may not assign these Terms without our consent. Notices and questions: legal@dose-d.com (Dose'D LLC, Pennsylvania, United States).