To establish a bill of rights for third-party sellers on critical trading partners, and for other purposes.

To establish a bill of rights for third-party sellers on critical trading partners, and for other purposes.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,

SECTION 1. Short title.

SEC. 2. Findings and purpose.

(a) Findings.—Congress finds that—

(1) small and independent businesses depend on dominant online marketplaces to access consumers and scale their operations;

(2) these platforms frequently exert outsized power over third-party sellers without sufficient transparency or due process; and

(3) sellers face business risk from account suspensions, inventory holds, and withheld funds without timely notice or recourse.

(b) Purpose.—The purpose of this Act is to provide due process and transparency protections to third-party sellers using critical trading partners, while maintaining a fair and competitive online marketplace.

SEC. 3. Sellers’ bill of rights.

(a) In general.—The Federal Trade Commission shall adopt rules to promote fair terms between critical trading partners and online sellers taking into consideration public health, safety, and other factors that the Commission deems relevant. Such rules shall include the following:

(1) INVENTORY HOLDS.—

(A) A critical trading partner shall not hold, detain, or restrict access to a seller’s inventory for more than 30 calendar days.

(B) After such period, the platform shall release the inventory unless it has met a legally valid standard of proof that the goods are counterfeit or otherwise unlawful.

(C) The platform shall notify the seller in writing of any inventory hold within 72 hours of the hold, detailing the rationale and applicable appeal procedures.

(2) FUND HOLDS.—

(A) A critical trading partner shall not withhold disbursement of a seller’s funds for more than 30 calendar days unless the platform demonstrates, by a preponderance of evidence, that the funds are derived from unlawful transactions.

(B) Sellers must be notified in writing of any hold, including the factual basis and opportunity for appeal.

(C) The platform shall notify the seller in writing of any frozen funds within 72 hours of the hold, detailing the rationale and applicable procedures.

(3) GATED PRODUCTS.—If a platform imposes a new restriction on a product or category after the product has been received into its fulfillment network, the seller shall be allowed to sell through remaining inventory for a reasonable period of not less than 30 calendar days or have the inventory returned at no cost and release funds from sales of the product on the agreed upon schedule unless direct evidence exists that the product is counterfeit or unlawful.

(4) POLICY CHANGES.—

(A) Critical trading partners shall provide sellers with not less than 30 days’ advance written notice of any material policy changes affecting—

(i) product eligibility;

(ii) category or listing restrictions;

(iii) compliance or documentation requirements; or

(iv) commission or fee structures.

(5) TRANSPARENCY IN INVESTIGATIONS.—

(A) If a seller is subject to investigation, account deactivation, or listing suspension, the platform must provide—

(i) the specific policy or rule alleged to have been violated;

(ii) the relevant facts, reports, or documentation;

(iii) the proposed penalty; and

(iv) specific steps the seller may take to appeal or resolve the issue and an anticipated timeline for resolution of that appeal.

(B) Generic or templated responses shall not satisfy these requirements.

(6) PRESUMPTION OF INNOCENCE.—

(A) No seller may be subject to suspension, deactivation, inventory withholding, or fund freezing solely on the basis of suspicion.

(B) The burden of proof shall lie with the platform to demonstrate a seller’s violation of applicable rules or laws.

SEC. 4. Enforcement.

(a) Rulemaking authority.—The Federal Trade Commission shall issue rules as necessary to carry out the provisions of this Act within 180 days of enactment.

(b) Enforcement authority.—A violation of this Act, or standards issued pursuant to this Act, by a person, partnership, or corporation operating an online platform in or affecting commerce shall be an unfair method of competition in violation of section 5(a)(1) of the Federal Trade Commission Act (15 U.S.C. 45).

(c) Parens patriae.—Any attorney general of a State may bring a civil action in the name of such State for a violation of this Act as parens patriae on behalf of natural persons residing in such State, in any district court of the United States having jurisdiction of the defendant, and may secure any form of relief provided for in this section.

(d) Private right of action.—Notwithstanding any mandatory arbitration agreement, any person who shall be injured by reason of anything prohibited by this act may bring a civil action in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by the person sustained, and the cost of suit, including a reasonable attorney’s fee.

SEC. 5. Definitions.

(1) CRITICAL TRADING PARTNERS.—The term “critical trading partner” means any trading partner that has the ability to restrict or impede—

(A) the access of a business user to its users or customers; or

(B) the access of a business user to a tool or service that it needs to effectively serve its users or customers.

(2) THIRD-PARTY SELLER.—The term “third-party seller” means any person or entity that sells goods on a dominant platform but does not own or control the platform.

(3) LEGALLY VALID STANDARD OF PROOF.—The term “legally valid standard of proof” means preponderance of the evidence or another applicable legal threshold as determined appropriate by the Federal Trade Commission.

(4) GATED PRODUCT.—The term “gated product” means any product or category restricted by the platform to approved sellers only.

SEC. 6. Rule of construction.

(a) In general.—Nothing in this Act shall be construed to limit any authority of the Attorney General or the Federal Trade Commission under the antitrust laws (as defined in the first section of the Clayton Act (15 U.S.C. 12)), the Federal Trade Commission Act (15 U.S.C. 41 et seq.), or any other provision of law or to limit the application of any law.

(b) Effect on seller status under other law.—Nothing in this Act, including the definitions in section 5, or the designation of a person as a third-party seller, may be construed to determine whether a critical trading partner is a seller, merchant, distributor, supplier, manufacturer, or any similar party under any Federal or State law, including any law governing product liability, breach of warranty, or consumer protection.

SEC. 7. Severability.

SEC. 8. Effective date.