BIOFY MARKETPLACE

USER TERMS AND CONDITIONS

Last update: 19th December 2025

These User and Buyer Terms and Conditions (the "Terms") govern access to and use of the Biofy website, applications, and related services (collectively, the "Platform"), as well as any purchase of products through the Biofy online marketplace (the "Marketplace").

The Platform and Marketplace are operated by Biofy ("Biofy", "we", "us", or "our"). Biofy operates exclusively as a technology and services provider facilitating interactions between users of the Platform ("Users") and independent third-party merchants ("Merchants"). Biofy does not sell products, does not take title to products, and does not act as seller of record.

By accessing, browsing, registering for, or otherwise using the Platform, or by purchasing products through the Marketplace, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.

1. PLATFORM ROLE AND MARKETPLACE STRUCTURE

Biofy provides a digital platform that allows Users to access content, browse product listings, interact with Merchants, and, where applicable, purchase products through the Marketplace. All products made available through the Marketplace are offered and sold exclusively by Merchants acting in their own name and on their own behalf.

Each purchase completed through the Marketplace constitutes a legally binding contract entered into directly between the Buyer and the relevant Merchant. Biofy is not a party to such contracts and does not assume any obligations arising from the sale of products, including obligations relating to product quality, conformity, delivery, refunds, or warranties.

Biofy does not act as a seller, reseller, distributor, agent, broker, or commercial representative of any Merchant or User. Biofy does not manufacture, inspect, store, warehouse, package, ship, or deliver products, does not control Merchant inventory, and does not determine or mandate product prices or sales terms.

Any tools, features, or services provided by Biofy in connection with payments, communications, order tracking, or dispute handling are offered solely to facilitate use of the Platform and shall not be construed as an assumption of liability, a guarantee of performance, or a representation of any party to a Transaction.

2. USER ELIGIBILITY AND ACCOUNT REGISTRATION

By using the Platform, the User represents and warrants that they have the legal capacity to enter into binding agreements under Applicable Law. Where the User accesses or uses the Platform on behalf of a legal entity, the User represents and warrants that they have full authority to bind such entity to these Terms.

Certain features of the Platform may require the creation of a user account. The User agrees to provide accurate, complete, and up-to-date information and to promptly update such information as necessary. The User is solely responsible for maintaining the confidentiality of account credentials and for all activity conducted through their account, whether authorized or unauthorized.

Biofy reserves the right to suspend, restrict, or terminate access to the Platform or Marketplace where the User no longer meets eligibility requirements, provides inaccurate or misleading information, or where continued access may pose legal, regulatory, security, or reputational risk to Biofy.

3. USE OF THE PLATFORM

The User agrees to use the Platform in a lawful, responsible, and good-faith manner. The User shall not misuse the Platform, interfere with its operation, attempt to gain unauthorized access to systems or data, or engage in fraudulent, abusive, or deceptive conduct.

Biofy may monitor use of the Platform for security, compliance, and operational purposes and may take appropriate action, including restriction or termination of access, where misuse or unlawful activity is suspected.

4. PRODUCT INFORMATION AND CONTENT

All product listings, descriptions, images, specifications, pricing information, availability statements, and related content displayed on the Marketplace are provided by Merchants. Biofy does not verify, endorse, or guarantee the accuracy, completeness, legality, or authenticity of such content.

The User acknowledges that any reliance on product information is at their own risk and that purchasing decisions are made solely on the basis of information provided by the Merchant. Biofy makes no representations or warranties regarding product quality, fitness for purpose, safety, or compliance with Applicable Law.

5. PRICING, TAXES, AND PAYMENTS

Product prices, shipping costs, duties, and applicable taxes are determined by Merchants and disclosed prior to purchase. Prices may vary depending on currency, jurisdiction, payment method, or regulatory requirements.

The Marketplace may support multiple payment methods, including fiat currencies, credit or debit cards, bank transfers, and Crypto Assets. Biofy does not guarantee the availability or uninterrupted operation of any particular payment method.

Where payment is made using Crypto Assets, the User acknowledges that such payments are subject to volatility, irreversible transactions, blockchain delays, technical failures, and regulatory uncertainty. Crypto Asset transactions may not be reversed or refunded once initiated, except at the Merchant’s discretion and where required by Applicable Law.

Payments may be processed by third-party payment service providers. Biofy does not operate as a payment institution, electronic money institution, or crypto-asset service provider, except where required by Applicable Law, and bears no responsibility for the acts, omissions, or failures of such providers.

6. ORDERS, FULFILLMENT, AND DELIVERY

When a User places an order through the Marketplace, the User submits a purchase offer directly to the Merchant. Acceptance, fulfillment, shipment, and delivery of orders are the sole responsibility of the Merchant.

Any delivery estimates provided are indicative only and not guaranteed. Biofy is not responsible for delays, failed deliveries, customs issues, loss, or damage occurring during transit.

All claims relating to fulfillment, delivery, damaged or missing products, or incorrect orders must be addressed directly with the relevant Merchant.

7. RETURNS, REFUNDS, AND DISPUTES

Return, cancellation, and refund rights are governed by the Merchant’s policies and Applicable Law. Each Merchant is responsible for clearly disclosing applicable policies prior to purchase.

Biofy does not control or administer returns or refunds and does not guarantee that refunds will be granted. Any disputes, complaints, or chargebacks must be pursued directly with the Merchant.

Where Biofy provides administrative tools or support in connection with disputes, such assistance is provided solely for platform convenience and does not create any obligation for Biofy to resolve disputes or compensate Users.

8. DATA PROTECTION AND PRIVACY

Biofy processes personal data in accordance with its Privacy Policy and Applicable Law. Personal data may be shared with Merchants solely to the extent necessary to facilitate Transactions or provide Platform functionality.

Biofy and Merchants act as independent data controllers with respect to personal data processed in connection with the Platform and Marketplace. Each party is independently responsible for compliance with applicable data protection obligations.

9. DISCLAIMERS AND LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, the Platform and Marketplace are provided on an “as is” and “as available” basis. Biofy disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Biofy shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to use of the Platform, the Marketplace, or any Transaction. Biofy’s aggregate liability shall not exceed the amount of fees, if any, paid directly by the User to Biofy during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability that cannot be excluded under Applicable Law.

10. USER INDEMNIFICATION

The User agrees to indemnify and hold harmless Biofy, its affiliates, and their respective directors, officers, employees, and agents from any claims, damages, losses, liabilities, or expenses arising out of the User’s misuse of the Platform, violation of these Terms, or violation of Applicable Law.

11. SUSPENSION AND TERMINATION

Biofy may suspend or terminate access to the Platform or Marketplace, in whole or in part, at any time where required for legal, regulatory, security, or risk management reasons.

Termination shall not affect rights or obligations arising from Transactions completed prior to termination.

12. GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute arising out of or relating to these Terms or use of the Platform shall be subject to the exclusive jurisdiction of the competent courts of [●], unless mandatory consumer protection laws provide otherwise.

13. MISCELLANEOUS

Biofy may amend these Terms from time to time by providing notice through the Platform. Continued use of the Platform following such notice constitutes acceptance of the amended Terms.

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

These Terms constitute the entire agreement between Biofy and the User concerning access to and use of the Platform and Marketplace.

By accessing or using the Platform or completing a purchase through the Marketplace, you confirm your acceptance of these User and Buyer Terms and Conditions.