Seller Agreement

This Seller Agreement ("Seller Agreement") applies to any person or entity that lists Inventory for sale on the AssetShift Platform ("Seller"). It is a supplement to, and must be read together with, AssetShift's main Terms of Service. In the event of a conflict, the Terms of Service prevail.

By creating a seller account, posting a listing, or completing a sale on the Platform, you agree to the terms of this Seller Agreement.

Account Type. Sellers must register as either an Individual Seller or Business Seller. Business Sellers may be required to provide business registration documentation.

Verification. Sellers must complete AssetShift's identity verification process before using certain features, including creating listings and receiving payouts. Verification is subject to AssetShift's approval at its sole discretion.

Stripe Connect. To receive proceeds from sales, sellers must complete Stripe Connect onboarding. This involves providing banking information directly to Stripe, Inc. AssetShift does not store banking details. Sellers are solely responsible for ensuring their Stripe Connect account remains active and in good standing. Failure to maintain a valid Connect account will delay or block payout of sale proceeds.

Accuracy. Sellers must accurately and completely describe all Inventory. Descriptions must reflect actual condition, quantity, specifications, and any known defects. Sellers may not use misleading photographs or promotional language that misrepresents the Inventory.

Condition Categories. Sellers must select the condition category that most accurately reflects the Inventory. Available categories are: New/Unused, Used — Good, Used — Fair, Damaged/For Parts, and Unknown/Mixed. Selecting a higher condition category than is accurate is a material breach of this Agreement.

Title and Authorization. By listing, sellers represent and warrant that they have clear, unencumbered title to the Inventory or explicit written authorization from the titleholder to sell it. Listing Inventory subject to liens, security interests, consignment arrangements, or ownership disputes without disclosing these encumbrances is a material breach.

Prohibited Items. Sellers must not list Inventory appearing in AssetShift's Prohibited Items Policy. Sellers are responsible for ensuring all Inventory complies with applicable Canadian and international export/import laws, regulations, and licensing requirements.

Pricing. Sellers may set negotiable or fixed pricing. Sellers may not retroactively alter pricing after an offer has been accepted.

Location Accuracy. Sellers must provide an accurate postal code or city for Inventory location. This is used for map display (fuzzed for privacy) and for freight quote calculations. Providing a false location that materially affects freight cost calculations is a breach of this Agreement.

Listing Removal. AssetShift may remove listings that violate these terms, applicable law, or the Prohibited Items Policy at any time without notice.

On-Platform Only. All negotiation with buyers must occur through AssetShift's messaging and offer system. Sellers must not share personal contact information (email, phone, social media) with buyers in chat, in listings, or in photographs.

AI Moderation. The Platform uses AI to automatically detect and redact prohibited contact information and off-platform payment solicitations. Sellers remain responsible for compliance regardless of whether the AI moderation system catches a specific violation.

Professionalism. Sellers must respond to buyer inquiries and offers in a professional and timely manner. Repeated non-responses to active offers may result in listing suspension.

No Off-Platform Payments. Sellers must not accept, request, or solicit payment for Platform-listed Inventory outside of AssetShift's escrow system. Accepting off-platform payment for a listed item: (a) voids buyer protection; (b) is a breach of this Agreement; and (c) may result in account termination without refund of any fees.

Payment Through AssetShift. All Inventory transactions must be processed through AssetShift's Stripe-powered escrow system. Sellers acknowledge that payment is received from buyers by AssetShift and held in escrow until delivery is confirmed.

Fund Release. Funds are released to sellers only by AssetShift staff after the buyer confirms delivery or the applicable dispute window has passed. Sellers may not request, demand, or attempt to trigger fund release directly.

Seller Payout. Upon fund release, AssetShift deducts the platform fee and initiates a Stripe Connect transfer to the seller's connected bank account. Transfer timing is subject to Stripe's processing timelines and the seller's banking institution's processing times. AssetShift is not responsible for delays caused by Stripe or banking intermediaries.

Platform Fee. Sellers authorize AssetShift to deduct the applicable platform fee from transaction proceeds before payout. The current fee rate is published in the Pricing section. The fee rate applicable to a transaction is the rate published at the time the transaction is created.

Inventory Availability. Once a transaction is created (listing moves to pending payment), sellers must not sell the listed Inventory through any other channel. Sellers must ensure Inventory remains available for the buyer until either the transaction is completed or cancelled.

Access for Pickup/Freight. Sellers must provide safe, timely, and practical access to the Inventory for buyer pickup or AssetShift-coordinated freight. Sellers must be available to facilitate handover within a reasonable timeframe of the agreed pickup date.

Condition at Handover. Sellers must ensure Inventory is in the condition described in the listing at the time of handover. If condition has materially changed between listing and handover, sellers must immediately notify AssetShift. Failure to disclose material condition changes may result in dispute, refund, and account action.

Loading Assistance. Unless otherwise agreed in the offer, sellers are responsible for loading Inventory onto buyer or carrier vehicles. Loading requirements should be disclosed in the listing (e.g., forklift required, dock access available).

Direct Acquisition Pickup. Where AssetShift has directly acquired Inventory, sellers must cooperate with AssetShift's pickup and transportation coordination, providing reasonable access on agreed dates.

Sellers represent and warrant at the time of each listing and transaction that:

• You have full legal authority to sell the Inventory
• The Inventory is free from undisclosed encumbrances, liens, security interests, or legal restrictions on sale
• The Inventory description is accurate, complete, and not misleading
• The Inventory complies with all applicable safety, regulatory, and labelling requirements
• You have obtained all necessary permits, licences, or authorizations required to sell the Inventory
• The Inventory does not infringe any third-party intellectual property rights
• All photographs accurately represent the Inventory being sold

This section applies only to sellers who submit assets for direct acquisition by AssetShift.

Submission. Submission creates no obligation on AssetShift to make an offer or acquire the Inventory. AssetShift reviews all submissions using human reviewers and may decline without providing reasons.

AI Intake. The AI intake assistant gathers information for human reviewers. The AI cannot make offers, provide valuations, guarantee acceptance, or bind AssetShift in any way.

Formal Offer. Where AssetShift decides to proceed, a formal written offer will be presented. The offer is not binding on either party until the seller accepts. Sellers may accept, reject, or counter-offer.

Inspection. AssetShift may require an in-person inspection before making or finalizing an offer. The seller must provide reasonable access to the Inventory for inspection. AssetShift may adjust or withdraw an offer based on inspection findings.

Acceptance and Payment. A seller's acceptance of an offer is binding. It does not automatically trigger payment — payment is initiated separately by AssetShift staff. The seller must maintain the Inventory in the represented condition between acceptance and pickup.

Referral to Partners. If AssetShift declines to acquire the Inventory, AssetShift may offer to refer the seller to a partner buyer. This requires the seller's explicit, affirmative, recorded consent specifying who the referral is to. Consent may be revoked at any time before information is shared. AssetShift will never share seller information with any third party without explicit consent.

Sellers are solely liable for: (a) the accuracy of their listings; (b) the condition and quality of Inventory at delivery; (c) compliance with applicable laws regarding the sale of the specific Inventory; (d) ensuring clear title; and (e) any claims, damages, or liabilities arising from inaccurate descriptions, title defects, or regulatory non-compliance.

Sellers agree to indemnify, defend, and hold harmless AssetShift and its directors, officers, and employees from any claims, losses, damages, liabilities, and costs (including reasonable legal fees) arising from the seller's breach of this Agreement, misrepresentation, or negligence.

AssetShift may suspend or terminate a seller account, with or without notice, for: material breach of this Agreement or the Terms of Service; repeated minor violations; listing prohibited items; fraudulent activity; consistent negative buyer experiences; or any conduct that poses risk to the Platform, other users, or AssetShift.

Upon termination, sellers retain their obligation to complete any in-progress transactions and to cooperate with any open disputes. Withheld funds may be retained pending investigation or used to satisfy outstanding obligations.

This Seller Agreement is governed by the laws of the Province of Ontario and applicable laws of Canada. Disputes are subject to the Terms of Service governing law and jurisdiction provisions.