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.

You must (a) be 18 or older (or the age of legal majority where you live), (b) maintain a Guppy account in good standing, (c) reside and receive shipments in a jurisdiction where the Program is offered (initially, the United States), and (d) maintain an active, paid Guppy membership. We may condition participation on identity or payment verification and may limit, suspend, or revoke Program access at any time, including for suspected fraud, abuse, or violation of these Supply Terms or the Guppy Terms.

Free trials. A Guppy membership in a free trial period may browse the Program but may not place Requests. Where offered, a Request submitted during a free trial ends the trial and begins the paid membership term immediately — the membership fee for that term is charged at that time, and the submission flow discloses the charge before you confirm. If the charge cannot be completed, no Request is placed and the trial continues unchanged.

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.

Fixed-Price Drops. For some Drops, we display a fixed member price and a request window instead of a discount selector. For those Drops, your Locked Max is the displayed price, your Request expires when the window closes, and Section 3(e) does not apply.

Most You'll Pay. Some Drops and rolling batches display, alongside the current member price, a separate "most you'll pay" amount. When you join such a batch, you agree to pay the per-unit price at the time we place the supplier order, up to the most-you'll-pay amount shown when you joined — and that amount is your Locked Max for the Request. If the price drops before we order, you pay the lower price, and your most-you'll-pay amount drops with it; it never increases after submission. If the price at order time would go above that amount, you are not charged — you are skipped for that order and asked to rejoin at the new price if you still want the product. Where offered, you may instead choose the "only the displayed price or less" option, in which case your Locked Max is the displayed price and any increase skips you the same way.

(b) Market Price. "Market price" for a Drop is determined by Guppy Supply using the methodology described on the Drop or in an accompanying disclosure. 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 3(g) (Post-Allocation Cancellation) and 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) Reserved.

(a) Allocation Criterion. When a Drop is oversubscribed, we allocate available units among active Requests by applying the allocation rule stated on that Drop (the "Allocation Criterion"). The Allocation Criterion is displayed on each Drop before its request window opens and is recorded in the consent disclosure presented at Request time under Section 9. It is applied mechanically, without operator judgment or discretion. No random or chance-based selection is used at any stage of Allocation. The Allocation Criterion stated on a Drop when its request window opens is the criterion applied to that Drop and will not be changed after the window opens.

(b) Standard Allocation Criterion. Unless a Drop states otherwise, Requests within each allocation stage under Section 4(d) are ordered as follows: (i) Requests submitted with Boost applied, by Boost level, highest first; (ii) ties in Boost level, by earlier start date of the member's current continuous paid membership; (iii) remaining ties, in favor of Annual Members under Section 4(d)(ii); (iv) remaining ties, by earlier Request submission time; and (v) Requests submitted without Boost applied follow all Requests submitted with Boost applied, ordered as in (ii) through (iv). Units available to a stage are allocated in that order until exhausted, subject to per-member limits, Section 4(i) (Partial Fills), and Section 4(j) (Price Protection at Fill).

(c) Permitted Inputs. Any Allocation Criterion we use is a stated ordering built only from the following inputs: Boost level; Request submission time; start date of current continuous paid membership; whether and when the member has previously received an Allocation; whether the member is a New Member or an Annual Member under Section 4(d); and the number of units a Drop reserves under Section 4(d). Membership plan affects Allocation only through reserved units under Section 4(d) and the Annual Member ordering step under Section 4(b)(iii).

(d) Reserved Units. A Drop may reserve a stated number of its units for one or both of the following groups: (i) "New Members," meaning members within the first 60 days of their first-ever paid Guppy membership; and (ii) "Annual Members," meaning members whose current paid membership is on an annual plan when the Drop's request window closes. The number of units reserved for each group is stated on the Drop before its request window opens and may differ between Drops. Allocation proceeds in stages: first, New Member units among qualifying Requests; second, Annual Member units among qualifying Requests not filled in the first stage; third, all remaining units among all remaining Requests. Within each stage, Requests are ordered under the Standard Allocation Criterion or the Allocation Criterion stated on the Drop. A qualifying Request not filled in a reserved stage remains eligible in each later stage. Reserved units not claimed by qualifying Requests carry into the next stage. A Request receives at most one Allocation per Drop.

(e) Changes to the Allocation Criterion. We may change the Standard Allocation Criterion, or designate a different Allocation Criterion for a Drop, by publishing the change in these Supply Terms or on the Drop before that Drop's request window opens. Changes apply only to Drops whose request windows open after publication, and never to a Drop whose window is open or has closed. A change will not reduce accrued Boost unless the change expressly says so and is published at least 7 days before it takes effect. We maintain a dated record of changes to the Standard Allocation Criterion at guppy.so/legal/supply-allocation.

(f) Departures. We apply the Allocation Criterion as stated, except that we may (i) exclude a Request that violates Section 10 or exceeds a per-member limit; (ii) cancel an Allocation that resulted from a pricing, listing, or system error under Section 5(d); (iii) cancel a Drop under Section 8(d); and (iv) exclude a Request from a member whose paid membership has ended by the time the Drop is filled (Section 3(h)) — an excluded Request is never charged and does not affect Boost. Each applies to the affected Request, Allocation, or Drop as a rule. Excluding a Request does not re-order remaining Requests other than by its removal. We do not otherwise depart from the stated Allocation Criterion.

(g) How Boost Accrues and Resets. Your Boost increases by one level each time a Request you submitted with Boost applied on a Drop that affects Boost is not filled when that Drop closes oversubscribed. Boost does not accrue with time or membership tenure. Your Boost resets when you receive an Allocation of a Drop that affects Boost, in an oversubscribed Drop, on a Request submitted with Boost applied; a partial Allocation counts. If every Request on a Drop is filled, no Boost changes. An Allocation forfeited under Section 5(b) (declined card or failed authentication), or canceled at your request under Section 3(g), is treated as received for purposes of Boost. An Allocation canceled under Section 5(d) (pricing error) or Section 8(d) (Drop cancellation) is not. A Request submitted without Boost applied never increases or resets Boost, and a Request that is skipped under Section 4(j) (price protection), or that expires or is withdrawn before the Drop closes, does not affect Boost. Only Requests made during your current continuous paid membership count toward your Boost; for this purpose, a paid membership remains continuous through any gap in paid membership of 14 days or less (see Section 4(h)). We may designate a Drop as not affecting Boost by indicating this on the Drop before its request window opens.

(h) Nature of Boost. Boost is a Program feature, not property, currency, or a prize. It has no cash value, is non-transferable, cannot be purchased, and is forfeited on termination of your Program access. Boost resets to the base level when your paid membership ends, unless you resume a paid membership within 14 days. Cancelling auto-renewal alone does not reset Boost until the membership term ends. We display Boost in banded form, never as an exact rank, count, or position.

(i) Partial Fills. Allocations may be partial. A Request for multiple units may be filled with fewer units. On fixed-price Drops the unfilled quantity does not remain open once the Drop closes; on other Drops it remains an active Request subject to these Supply Terms (including expiration).

(j) 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 — the Locked Max, including any displayed most-you'll-pay amount you accepted under Section 3. 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. On a batch with a displayed most-you'll-pay amount, the Landed Price may exceed the price displayed when you joined, but never your Locked Max. 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.

(k) 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 or remove your card, in each case effective for Allocations occurring after the change.

(b) Failed Charges. If your card declines, requires additional authentication, or cannot be charged for any other reason, the Allocation is forfeited and the units are not delivered. We will notify you so you can update your payment method before the next Drop. A forfeited Allocation is treated as received for purposes of Boost under Section 4(g). Repeated payment failures may result in suspension from the Program.

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

(d) 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.

(e) Supply Credit. We may issue account credit for use in the Program ("Supply Credit"), for example as a goodwill gesture or when you combine orders under Section 6(c). Supply Credit is issued at our discretion and applies automatically as a discount on the product price of your next Program charges, before tax is calculated, and as a discount on the pre-tax shipping charge when you ship held products under Section 6(d); it does not otherwise apply to shipping, and it never applies to taxes. It may not reduce a charge below the minimum our payment processor allows. Supply Credit has no cash value, is not redeemable for cash, and cannot be transferred, sold, or moved to another account. It is usable only while you have Program access, and unused Supply Credit may be forfeited if your Program access ends or your Guppy account is closed. We may set an expiration date on Supply Credit by notifying you in advance. We may reverse, reduce, or recover Supply Credit that was issued in error, in excess of what you were entitled to, or through fraud or misuse of the Program, including by deducting it from your Supply Credit balance. If Supply Credit relates to a charge that is later refunded, we may reverse it to the extent it has not been used. Supply Credit is separate from Guppy subscription credit: it does not apply to Guppy membership fees, and subscription credit does not apply to Program charges.

(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. Sales tax is calculated against the shipping address on your Request at the time your card is charged for an Allocation — including Allocations you choose to hold under Section 6(d), which is why a shipping address is required for every Request. If held products ship to a different address than the one your charge was taxed against (because you updated your shipping address while they were held), we recalculate the product tax for the shipping destination at the time of shipment: if the recalculated tax is lower, we refund the difference to your original payment method; if it is higher, we pay the difference ourselves — you are never charged additional product tax because you moved. 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.

(c) Combining Orders. While two or more of your filled orders to the same address have not shipped, including orders whose product is still on its way to our warehouse, you may ask us to combine them into one shipment. For each shipment a combination removes, we return that shipment's shipping charge, up to the per-shipment amount shown before you confirm, as Supply Credit (see Section 5(e)). A combined shipment ships once every item in it is at our warehouse, which can delay items that were otherwise ready. If an order has already been released for packing, we may be unable to combine it, and your orders ship as originally placed. If an item in a combined shipment is later refunded in full, the refund includes the shipping originally charged for it, and we reverse the Supply Credit returned for that item to the extent it has not been used.

(d) Holding ("Vault"). Where a Drop offers it, you may choose at Request time to have filled products held at our fulfillment facility instead of shipped ("held" products). Holding is free. Title and risk of loss for held products remain with us as described in Section 6(b): they do not pass to you until we deliver the product to the carrier. Held products ship to your Supply shipping address on file: updating that address redirects all of your held products together, and any difference in product tax between your old and new address is resolved at shipment as described in Section 6(a). When you ask us to ship held products (or they ship automatically as described below), shipping is charged at our cost as quoted to you before you confirm, plus applicable tax, to your card on file, after any Supply Credit under Section 5(e). Held products ship once every item in the shipment is at our facility, which can delay items that were otherwise ready. If the shipping charge is declined, the shipment is held until payment succeeds; we never ship first and collect later.

Availability of held products. Held products become available to ship only once we have physically received them at our fulfillment facility. Any arrival or availability date we show is an estimate based on supplier and carrier information and on our facility's inventory records, which may be corrected; we do not guarantee that a held product will be available to ship by any particular date, and a delay in availability does not entitle you to compensation. If a held product is lost, damaged, or cannot be located at our facility, or if we are unable to obtain it from the supplier, we will, at our option, provide a replacement of the same product (subject to availability), Supply Credit, or a refund of the product price and tax you paid (together with any shipping charged for that product and any Supply Credit applied to it) to your original payment method or, where that is not possible, by other reasonable means. This is your sole and exclusive remedy, and in no event will we be liable for any increase in the market value of the product. If only some of the products in a shipment you have requested are available, we may ship the available products and adjust the shipping charge accordingly; the remainder stays held or is resolved as described in this paragraph.

Hold limit. Products may be held for up to 15 days from the date we receive them at our fulfillment facility. Products whose fill charge occurred before October 8, 2026 may instead be held for up to 90 days from the date of the fill charge. As the limit approaches we will remind you; at the limit, held products ship automatically to your Supply shipping address on file, with shipping plus applicable tax charged to your card on file, retried if declined. Held products may also ship automatically before the limit once the products available to ship in your vault reach a volume limit (a number of boxes or units, or a total product value) shown in the Program or one you set yourself, on the same shipping, charge, and retry terms. We may also ship any held products at any time in our discretion, including for operational, capacity, inventory, or security reasons, on the same shipping, charge, and retry terms. If payment for automatic shipping ultimately fails, we may cancel the Allocation and refund the product price (including its tax) in full, in which case the product returns to our inventory. If your Program access or Guppy membership ends while products are held, your held products remain yours: they stay in your vault, remain shippable on request as described in this Section 6(d), and remain subject to the same hold limit, shipping automatically when it is reached.

(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.

(c) 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. We visually inspect exterior packaging and factory seals before shipment; this inspection is not authentication of contents. 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).

(d) 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. If we agree to cancel a filled Allocation at your request before it ships, the consequences in Section 3(g) apply. In addition, once any Allocation under your account has filled, membership fees for the then-current membership term are non-refundable, including a membership term started by submitting a Request during a free trial (Section 1).

(b) Damaged, Incorrect, or Missing Orders. If your order arrives materially damaged (minor cosmetic packaging wear under Section 7(b) is not material damage), 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), Supply Credit, or a refund to the original payment method. For held products, Section 6(d) governs loss, damage, or unavailability until the product is delivered to the carrier; this Section 8(b) applies from shipment.

(d) Drop Cancellation. We may cancel a Drop or an Allocation (including a held Allocation under Section 6(d)) at any time, including where supply falls through, a supplier fails to perform, product cannot be located at our facility, 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