BIOFY MARKETPLACE

MERCHANT TERMS AND CONDITIONS

Last update: 19th December 2025

These Merchant Terms and Conditions (the "Merchant Terms") govern the access to and use of the Biofy marketplace (the "Marketplace") by merchants, brands, or sellers (each a "Merchant") for the listing and sale of products to end customers ("Buyers").

The Marketplace is operated by Biofy ("Biofy", "we", "us", or "our"), a platform that acts solely as an intermediary connecting Merchants and Buyers. Biofy does not sell products, does not take ownership of products, and does not act as seller of record.

By registering as a Merchant, listing products, or otherwise using the Marketplace, you agree to be legally bound by these Merchant Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 "Applicable Law" means all laws, regulations, directives, sanctions, and regulatory requirements applicable to the Merchant, the products, or the transactions contemplated under these Merchant Terms.

1.2 "Commission" means the percentage or fixed fee retained by Bio from each completed transaction, as further described in Section 7.

1.3 "Crypto Assets" means blockchain-based digital assets, including cryptocurrencies, stablecoins, and tokens accepted on the Marketplace from time to time.

1.4 "Product" means any good or permitted service listed by a Merchant on the Marketplace.

1.5 "Transaction" means a legally binding sale contract entered into directly between a Merchant and a Buyer via the Marketplace.

2. ROLE OF BIOFY

2.1 Marketplace Intermediary Only

Biofy operates the Marketplace solely as a neutral technology and services platform that facilitates the connection between Merchants and Buyers. For the avoidance of doubt, the parties expressly acknowledge and agree that Biofy:

(a) is not a seller, reseller, distributor, agent, broker, commercial representative, or merchant of record with respect to any Products listed or sold on the Marketplace;

(b) does not purchase, take title to, own, possess, inspect, manufacture, warehouse, store, package, label, ship, or deliver any Products;

(c) does not determine, control, or mandate Product prices, discounts, promotions, or sales terms, except that Bio may display applicable platform fees, commissions, taxes, or legally required charges for informational or compliance purposes;

(d) does not guarantee any minimum level of sales, revenue, traffic, visibility, impressions, conversion rates, or commercial performance for the Merchant;

(e) does not provide any assurance regarding Buyer demand, Buyer solvency, or completion of Transactions.

All Transactions concluded via the Marketplace are entered into exclusively and directly between the Merchant and the Buyer, and the Merchant remains the sole seller of record at all times.

2.2 No Agency, Partnership, or Authority

Nothing in these Merchant Terms, the operation of the Marketplace, or any interactions between the parties shall be deemed to create or constitute any partnership, joint venture, association, agency, commercial representation, franchise, fiduciary, employment, or similar relationship between Biofy and the Merchant.

Without limiting the foregoing:

(a) the Merchant does not have, and shall not represent that it has, any authority to bind Bio, to act on behalf of Biofy, or to assume or create any obligation, warranty, representation, or liability in the name of Biofy;

(b) Biofy does not act on behalf of the Merchant and has no authority to bind the Merchant, except as strictly necessary to operate the Marketplace in accordance with these Merchant Terms;

(c) neither party shall be deemed to be the legal representative, agent, or partner of the other for any purpose whatsoever;

(d) the Merchant acts at all times as an independent contractor and retains sole discretion and responsibility over its business operations, pricing, Products, employees, contractors, and compliance with Applicable Law.

Each party shall be solely responsible for its own acts, omissions, liabilities, taxes, insurance, and regulatory obligations, and nothing in these Merchant Terms shall be construed as creating any form of joint or several liability between the parties.

2.3 No Buyer Representation or Assumption of Buyer Obligations

Biofy does not act as a representative, agent, broker, trustee, fiduciary, or legal advisor of any Buyer, nor does Biofy assume or undertake any duty, responsibility, or obligation on behalf of Buyers in connection with any Transaction.

Without limiting the foregoing:

(a) Biofy does not control, direct, or guarantee Buyer behavior, decisions, or conduct, whether on or off the Marketplace;

(b) Biofy does not guarantee the identity, creditworthiness, solvency, payment ability, or willingness of any Buyer to complete a Transaction;

(c) Biofy does not verify, endorse, or assume responsibility for Buyer-provided information, instructions, or representations, except to the extent required by Applicable Law;

(d) Biofy is not responsible for any breach by a Buyer of its contractual obligations to the Merchant, including failure to pay, fraudulent activity, misuse of payment methods, refusal of delivery, or abuse of return or chargeback mechanisms;

(e) Biofy does not assume responsibility for Buyer compliance with Applicable Law, including consumer obligations, customs requirements, import restrictions, sanctions, or tax liabilities applicable to the Buyer.

Any payment facilitation, escrow-like functionality, or dispute assistance provided by Biofy (directly or through third-party service providers) is performed solely for operational convenience and platform efficiency and shall not be construed as creating any representation, guarantee, or assumption of liability by Biofy with respect to Buyer obligations or performance.

All rights, claims, and remedies arising out of or relating to a Transaction shall be exercised exclusively between the Merchant and the Buyer, subject only to Biofy’s limited platform rights expressly set forth in these Merchant Terms.

3. MERCHANT ELIGIBILITY AND ONBOARDING

3.1 Eligibility Requirements

To register for, access, or use the Marketplace, the Merchant represents, warrants, and undertakes on a continuing basis that it:

(a) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or establishment, and has full legal capacity and authority to enter into these Merchant Terms and to perform its obligations hereunder;

(b) has all necessary corporate approvals, licenses, permits, registrations, and authorizations required to conduct its business and to offer, market, sell, and fulfill the Products listed on the Marketplace;

(c) has full right, title, and authority to sell the Products, including all necessary intellectual property rights, distribution rights, and resale rights, free from any restriction, lien, or third-party claim that would prevent lawful sale to Buyers;

(d) complies, and will continue to comply, with all Applicable Laws in connection with its use of the Marketplace, its Products, and each Transaction, including but not limited to:

(i) consumer protection, distance selling, and unfair commercial practice laws;

(ii) product safety, labeling, conformity, and recall obligations;

(iii) import, export, customs, trade control, and economic sanctions laws and regulations;

(iv) anti-money laundering, counter-terrorist financing, and sanctions compliance requirements (AML/CFT);

(v) tax laws, including VAT, sales tax, customs duties, withholding, and reporting obligations;

(e) does not list, sell, or supply Products that are illegal, restricted, counterfeit, infringing, unsafe, or otherwise prohibited under Applicable Law or Biofy’s platform policies;

(f) is not subject to any sanctions, embargoes, or restrictive measures that would prohibit or limit its participation in the Marketplace, and does not transact with sanctioned persons, entities, or jurisdictions;

(g) will promptly notify Biofy of any change in circumstances that could reasonably affect its eligibility, legal status, regulatory compliance, or ability to perform its obligations under these Merchant Terms.

Biofy reserves the right, at its discretion, to assess, verify, and re-evaluate Merchant eligibility at any time and to suspend, restrict, or terminate access to the Marketplace where eligibility requirements are no longer met or where continued participation poses legal, regulatory, or reputational risk to Biofy.

3.2 Verification and KYC

Biofy may require identity verification, business documentation, beneficial ownership information, and ongoing compliance checks. Failure to provide accurate or updated information may result in suspension or termination.

3.3 Account Responsibility

The Merchant is responsible for all activity conducted through its account and for maintaining the confidentiality of its credentials.

4. PRODUCT LISTINGS

4.1 Accuracy, Completeness, and Lawfulness of Information

The Merchant is solely and fully responsible for the accuracy, completeness, quality, and lawfulness of all Product listings, descriptions, images, specifications, pricing information, availability statements, delivery timelines, and any other content submitted, uploaded, or displayed on the Marketplace in connection with its Products.

The Merchant represents, warrants, and undertakes that all such information:

(a) is true, accurate, complete, and not false, deceptive, misleading, or likely to mislead Buyers, whether by act or omission;

(b) complies with all Applicable Laws, including consumer protection, advertising, labeling, pricing transparency, and unfair commercial practices laws;

(c) fairly and accurately describes the characteristics, condition, origin, authenticity, and material features of the Products;

(d) is kept up to date at all times and promptly corrected if it becomes inaccurate, incomplete, or non-compliant.

Bio does not verify, pre-approve, or monitor Product listings for accuracy or legal compliance and shall have no liability arising from or relating to the content of any Product listing. Biofy reserves the right, but not the obligation, to remove, suspend, or restrict any listing that it reasonably believes violates these Merchant Terms, Applicable Law, or Biofy’s internal policies.

4.2 Prohibited and Restricted Products

Merchants may not list, offer, sell, or supply through the Marketplace any Products that:

(a) are illegal, unlawful, counterfeit, stolen, fraudulent, unsafe, defective, or otherwise prohibited under Applicable Law;

(b) infringe or misappropriate any intellectual property, proprietary, or other rights of any third party;

(c) are subject to regulatory restrictions, licensing requirements, or approvals, unless the Merchant holds and maintains all required licenses, permits, and authorizations and provides evidence thereof upon request;

(d) are subject to trade controls, export or import restrictions, embargoes, or economic sanctions, or are sold to or from sanctioned persons, entities, or jurisdictions;

(e) violate Biofy’s internal policies, acceptable use rules, category restrictions, or risk management requirements, as updated from time to time.

The Merchant acknowledges that Biofy may update or expand its list of prohibited or restricted Products and may take immediate action, including removal of listings, suspension of payouts, or account termination, where prohibited Products are identified.

4.3 Intellectual Property Rights

The Merchant represents, warrants, and undertakes that it owns, controls, or otherwise has valid, enforceable, and sufficient rights to use, display, market, and sell all Products listed on the Marketplace and to use all trademarks, trade names, logos, copyrights, designs, images, descriptions, and other intellectual property included in its listings.

The Merchant further represents and warrants that:

(a) the listing, sale, marketing, and distribution of the Products through the Marketplace do not and will not infringe, dilute, or misappropriate any intellectual property or other rights of any third party;

(b) the Products are genuine and authentic and not counterfeit, grey-market, or unauthorized goods;

(c) no royalties, license fees, or other payments are owed to third parties in connection with the sale of the Products, except as disclosed to Biofy.

The Merchant grants Biofy a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, adapt, and distribute Product listings and related content solely for the purpose of operating, promoting, and improving the Marketplace.

The Merchant shall indemnify and hold harmless Biofy from any claims, losses, or liabilities arising out of or relating to any alleged or actual infringement of intellectual property or other proprietary rights in connection with the Products or listings.

5. PRICING, CURRENCIES, AND PAYMENTS

5.1 Pricing Control and Transparency

The Merchant retains sole and exclusive control over the pricing of its Products listed on the Marketplace. Without limiting the foregoing, the Merchant is responsible for determining and clearly disclosing:

(a) the Product price;

(b) shipping, handling, insurance, and packaging costs;

(d) all applicable taxes, including VAT, sales tax, or similar consumption taxes, unless otherwise expressly stated.

The Merchant represents and warrants that all prices and charges displayed on the Marketplace are accurate, transparent, and compliant with Applicable Law, including pricing transparency and consumer information requirements. Bio does not set, control, or mandate Product prices and shall have no liability arising from pricing errors, omissions, or non-compliance by the Merchant.

5.2 Accepted Payment Methods

The Marketplace may, from time to time and at Biofy’s discretion, support one or more payment methods, including but not limited to:

(a) fiat currencies;

(b) credit and debit cards;

(d) Crypto Assets.

The availability of specific payment methods, currencies, or payment rails may vary by jurisdiction, Buyer location, Product category, or Merchant profile. Bio does not guarantee the continuous availability of any particular payment method and may add, remove, suspend, or modify supported payment options at any time.

5.3 Crypto Asset Payments and Risk Allocation

Where the Marketplace permits payment in Crypto Assets, the Merchant expressly acknowledges and agrees that:

(a) Crypto Assets are subject to significant price volatility and exchange rate fluctuations;

(b) blockchain-based transactions are generally irreversible, and erroneous, fraudulent, or misdirected transfers may not be recoverable;

(c) transactions may be delayed, suspended, or fail due to network congestion, protocol changes, forks, smart contract vulnerabilities, cyber incidents, or technical failures beyond Bio’s control;

(d) the regulatory treatment of Crypto Assets may vary by jurisdiction and may change over time.

Bio bears no responsibility or liability for changes in value, exchange rates, network performance, confirmation times, protocol failures, or regulatory developments affecting Crypto Asset payments. The Merchant assumes all risks associated with accepting Crypto Assets as a payment method.

5.4 Payment Processing and Settlement

Payments made through the Marketplace may be processed, facilitated, or settled by third-party payment service providers, including payment processors, banks, wallet providers, or blockchain infrastructure providers. Biofy does not operate as a payment institution, electronic money institution, or crypto-asset service provider, except to the extent required by Applicable Law.

The Merchant agrees to comply with, and be bound by, the terms, conditions, rules, and policies of any applicable third-party payment service providers. Biofy shall not be liable for any acts, omissions, outages, delays, errors, or failures of such providers.

Settlement timelines, payout schedules, fees, chargeback handling, and currency conversion terms may vary depending on the payment method used and the applicable service provider.

6. ORDER FULFILLMENT AND CUSTOMER RELATIONSHIP

6.1 Merchant Responsibility for Orders and Fulfillment

The Merchant bears sole and exclusive responsibility for all aspects of each Transaction following order placement by a Buyer. Without limitation, the Merchant is solely responsible for:

(a) accepting, confirming, processing, and fulfilling all orders placed through the Marketplace;

(b) sourcing, preparing, packaging, labeling, and dispatching Products in a safe, lawful, and commercially reasonable manner;

(d) ensuring compliance with all customs, import, and export requirements, including accurate declarations, documentation, duties, taxes, and trade control obligations;

(e) ensuring that Products conform to the descriptions, specifications, quality standards, and delivery commitments presented to Buyers;

(f) providing all post-sale services related to the Products, including handling inquiries, complaints, warranty claims, returns, refunds, and after-sales support, to the extent required by Applicable Law.

Bio has no responsibility for and shall not be liable for any failure by the Merchant to properly accept, fulfill, or complete an order.

6.2 Shipping and Delivery

The Merchant shall ensure that any delivery timelines, shipping estimates, or availability statements provided to Buyers are accurate, reasonable, and based on realistic fulfillment capabilities.

The Merchant acknowledges and agrees that:

(a) Biofy does not control or operate logistics, warehousing, or delivery services;

(b) Biofy does not guarantee delivery dates, shipping performance, or successful completion of delivery;

(c) delays, losses, damage, or failures in delivery may occur due to carrier issues, customs procedures, force majeure events, or other circumstances beyond Biofy’s control.

Biofy shall not be liable for any delay, non-delivery, misdelivery, loss, or damage to Products during shipment or delivery, and all related claims shall be handled directly between the Merchant, the Buyer, and the relevant carrier or service provider.

6.3 Customer Communications and Buyer Relationship

The Merchant is solely responsible for managing its direct contractual and commercial relationship with Buyers. All communications with Buyers must:

(a) be professional, accurate, and conducted in good faith;

(b) comply with Applicable Law, including consumer protection, data protection, and electronic communications regulations;

The Merchant may not use Buyer personal data for marketing, profiling, resale, or any purpose unrelated to the fulfillment of Transactions, except where the Buyer has provided valid consent or where otherwise permitted by Applicable Law.

Bio does not monitor or control Merchant communications with Buyers and shall not be responsible for any content, conduct, or omissions in such communications.

7. COMMISSION AND FEES

7.1 Commission Structure

In consideration for providing access to and use of the Marketplace, Biofy is entitled to charge and retain a commission fee (the "Commission") on each completed Transaction concluded through the Marketplace.

The applicable Commission rate, fee structure (including any fixed fees, percentage-based fees, minimum fees, or tiered pricing), and the method of calculation shall be disclosed to the Merchant separately, including via the Merchant dashboard, order summaries, or other written communications made available by Biofy from time to time.

Biofy reserves the right to modify the Commission structure upon prior notice to the Merchant, provided that any changes shall apply prospectively and shall not affect Transactions completed prior to the effective date of such change.

7.2 Deductions, Set-Off, and Adjustments

Unless otherwise agreed in writing, the Commission shall be deducted automatically at the time of settlement or payout before any amounts are remitted to the Merchant.

Without limiting any other rights, Biofy may deduct, withhold, set off, or recover from amounts payable to the Merchant:

(a) applicable Commission fees;

(b) refunds issued to Buyers in accordance with the Merchant’s return and refund policies or Applicable Law;

(c) chargebacks, reversals, disputes, or payment failures, including associated fees imposed by payment service providers;

(d) penalties, fines, costs, or losses incurred by Biofy as a result of the Merchant’s breach of these Merchant Terms, violation of Applicable Law, or non-compliance with payment provider rules;

(e) amounts reasonably required to cover suspected fraud, misuse of the Marketplace, or unresolved disputes, pending investigation.

If amounts owed by the Merchant exceed available payouts, Biofy reserves the right to invoice the Merchant for the outstanding balance or to recover such amounts through any lawful means.

7.3 Taxes on Commission and Fees

All Commission fees and other amounts payable to Biofy are exclusive of any value added tax (VAT), sales tax, goods and services tax (GST), or similar indirect taxes, unless expressly stated otherwise.

Where such taxes are applicable, they shall be added to Biofy’s fees and payable by the Merchant in accordance with Applicable Law. The Merchant is solely responsible for determining, reporting, and remitting any taxes arising from its sales, income, or use of the Marketplace, including taxes payable to tax authorities in any relevant jurisdiction.

Biofy shall have no responsibility for the Merchant’s tax obligations arising from Transactions conducted through the Marketplace.

8. REFUNDS, RETURNS, AND DISPUTES

8.1 Merchant Return and Refund Policies

The Merchant shall establish, maintain, and clearly disclose to Buyers fair, transparent, and legally compliant return, cancellation, and refund policies applicable to its Products.

Such policies must:

(a) comply with all Applicable Laws, including mandatory consumer withdrawal, cooling-off, warranty, and refund rights;

(b) be clearly presented to Buyers prior to purchase and made easily accessible through the Marketplace;

The Merchant is solely responsible for administering refunds and returns in accordance with its disclosed policies and Applicable Law. Biofy does not set, control, or enforce Merchant refund policies and bears no liability arising from the Merchant’s failure to comply with its obligations toward Buyers.

8.2 Chargebacks, Buyer Disputes, and Claims

The Merchant bears full and exclusive responsibility for all Buyer disputes, complaints, claims, chargebacks, reversals, and payment challenges arising out of or relating to Transactions, including disputes concerning Product quality, authenticity, delivery, pricing, refunds, or alleged non-compliance with Applicable Law.

Biofy may, at its discretion, provide administrative or technical assistance in connection with dispute management (including relaying information or facilitating communications), but has no obligation to resolve disputes, represent the Merchant, or bear any financial responsibility for dispute outcomes.

All chargeback amounts, dispute-related costs, penalties, and payment service provider fees shall be borne solely by the Merchant.

8.3 Set-Off and Recovery Rights

Biofy may deduct, set off, or withhold any amounts owed by the Merchant (including refunds, chargebacks, fees, penalties, or indemnification amounts) against current or future payouts payable to the Merchant.

Where such amounts exceed available payouts, Biofy may invoice the Merchant for the outstanding balance or pursue recovery through lawful means.

9. DATA PROTECTION

9.1 Buyer Personal Data

The Merchant may process Buyer personal data solely to the extent necessary to perform and fulfill Transactions concluded through the Marketplace and strictly in compliance with Applicable Law, including applicable data protection and privacy laws such as the GDPR.

The Merchant shall implement appropriate technical and organizational measures to protect Buyer personal data against unauthorized access, loss, or misuse and shall not retain such data longer than necessary for lawful purposes.

9.2 Independent Data Controllers

Unless otherwise expressly agreed in writing, Biofy and the Merchant act as independent data controllers with respect to any personal data processed in connection with the Marketplace.

Nothing in these Merchant Terms shall be construed as creating a joint controllership or processor relationship between Biofy and the Merchant. Each party shall be independently responsible for its own compliance with data protection obligations.

10. REPRESENTATIONS AND WARRANTIES

The Merchant represents, warrants, and undertakes on a continuing basis that:

(a) it has full power, capacity, and authority to enter into and perform these Merchant Terms;

(b) all Products listed and sold through the Marketplace comply with Applicable Law and all required safety, quality, and regulatory standards;

(c) it will not engage in deceptive, misleading, unfair, abusive, or fraudulent practices, including false advertising or misrepresentation of Products or pricing.

11. INDEMNIFICATION

The Merchant shall indemnify, defend, and hold harmless Biofy, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) the Products or Product listings;

(b) any breach of these Merchant Terms by the Merchant;

(d) any actual or alleged infringement or misappropriation of third-party rights, including intellectual property or consumer rights.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law:

(a) Biofy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, business, or data;

(b) Biofy’s aggregate liability arising out of or relating to these Merchant Terms or the Marketplace shall not exceed the total amount of Commission actually received by Bio from the Merchant during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Merchant Terms shall exclude or limit liability that cannot be lawfully excluded or limited.

13. SUSPENSION AND TERMINATION

13.1 Suspension

Biofy may, at its discretion and without prior notice where reasonably necessary, suspend or restrict the Merchant’s access to the Marketplace in whole or in part for compliance, security, operational, legal, or risk management reasons.

13.2 Termination

Either party may terminate these Merchant Terms by providing notice to the other party in accordance with the procedures specified by Biofy.

Upon termination, outstanding Transactions, payment obligations, and provisions intended by their nature to survive (including indemnification, limitation of liability, confidentiality, and governing law) shall remain in effect.

14. CONFIDENTIALITY

Each party shall keep confidential all non-public, proprietary, or confidential business, technical, or commercial information obtained in connection with the Marketplace and shall not disclose such information to any third party except as required by Applicable Law or with the other party’s prior written consent.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Merchant Terms shall be governed by and construed in accordance with the laws of [Switzerland / England / State of New York – to be confirmed], excluding its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Merchant Terms or the Marketplace shall be subject to the exclusive jurisdiction of the competent courts of [●], unless otherwise agreed in writing.

16. MISCELLANEOUS

16.1 Amendments

Biofy may amend or update these Merchant Terms from time to time by providing notice to the Merchant. Continued use of the Marketplace following the effective date of any amendment constitutes acceptance of the updated Merchant Terms.

16.2 Assignment

The Merchant may not assign, transfer, or novate these Merchant Terms, in whole or in part, without Biofy’s prior written consent. Biofy may assign these Merchant Terms in connection with a corporate restructuring, merger, or sale of assets.

16.3 Severability

If any provision of these Merchant Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Entire Agreement

These Merchant Terms constitute the entire agreement between Biofy and the Merchant with respect to the Marketplace and supersede all prior or contemporaneous agreements, understandings, or representations.

By registering for or using the Marketplace, the Merchant acknowledges that it has read, understood, and agrees to be bound by these Merchant Terms.