Vendor Agreement (Full Terms & Conditions)

AQNOVA MARKETPLACE

Operated by Arivon Holding Corporation

FULL TERMS & CONDITIONS

Governing All Vendor Relationships on the AqNova Marketplace

Effective Date: April 7, 2026 | Version 1.0 | Priority 1 — Foundation Document

aqnova.co/legal/vendoragreement | legal@aqnova.com

SECTION 1 Definitions & Interpretation

In this Agreement, the following terms have the meanings assigned to them below. Defined terms may be used in singular or plural and are indicated by initial capitalisation wherever used. Where a term is not defined here, it has the meaning given to it in the Platform Terms & Conditions (Section 1.1).

Interpretation: (a) headings are for reference only and do not affect interpretation; (b) references to 'includes' or 'including' are not limiting; (c) references to 'law' include all applicable statutes, regulations, rules, orders, judgments, and binding guidance; (d) references to one gender include all genders; (e) where the singular is used the plural is included and vice versa; (f) 'written' includes email and electronic communications with confirmed delivery.

2.1 Eligibility Requirements

To register as a Vendor on the AqNova Platform and to maintain that registration in good standing, each applicant must meet and continue to meet ALL of the following eligibility requirements:

2.2 Onboarding Process

Vendor registration is completed through the following staged onboarding process. AqNova reserves the right to modify this process to meet evolving regulatory, fraud-prevention, or platform integrity requirements.

2.3 Identity Verification & Required Documentation

All Vendors must complete identity verification and Know Your Customer (KYC) procedures before account activation and upon any significant account change (change of legal entity, change of UBO, material change of business structure). Required documentation by Vendor type:

AqNova processes verification documents in full compliance with applicable data protection law including GDPR (2016/679/EU), UK GDPR, CCPA/CPRA (California), LGPD (Brazil), DPDPA 2023 (India), NDPR/NDPA (Nigeria), POPIA (South Africa), PIPEDA (Canada), PDPA (Singapore and Thailand), PIPL (China), UAE PDPL, and all equivalent national frameworks. Document data is used solely for verification, fraud prevention, and regulatory compliance, and is handled per the Vendor Data Privacy Notice (Section 10.11).

2.4 Sanctions Screening & Ongoing Compliance Monitoring

AqNova screens all Vendor applicants against the following databases before account activation, and on a periodic basis throughout the term of this Agreement:

OFAC Specially Designated Nationals and Blocked Persons List (US Department of the Treasury)

EU Consolidated Sanctions List (European External Action Service)

UN Security Council Consolidated Sanctions List

UK Sanctions List — Office of Financial Sanctions Implementation (OFSI)

BIS Denied Persons List, Entity List, and Unverified List (US Department of Commerce)

World Bank Debarred and Cross-Debarred Parties List

ITAR Debarred Parties List (US Department of State, DDTC)

Nigerian Terrorism (Prevention and Prohibition) Act designated entities list

Equivalent national sanctions and debarment lists in all AqNova operating jurisdictions

Vendors have a continuous obligation to notify AqNova immediately at compliance@aqnova.co if they become subject to any sanctions designation, debarment, or legal order restricting commercial activity. AqNova may suspend or terminate a Vendor account immediately and without prior notice upon discovering any sanctions match, and is not required to disclose the specific basis for such action where prohibited by applicable law (including non-disclosure obligations under OFAC, UK MLR 2017, and equivalent AML frameworks).

2.5 Vendor Representations & Warranties at Onboarding

By completing the onboarding process and accepting this Agreement, each Vendor irrevocably represents, warrants, and covenants to AqNova (on a continuing basis throughout the term) that:

3.1 Platform Licence Granted to Vendor

Subject to the Vendor's ongoing compliance with this Agreement and all incorporated policies, AqNova grants the Vendor a non-exclusive, non-transferable, revocable, limited licence to:

3.2 Limitations on Platform Licence

The licence granted in Section 3.1 expressly excludes and does not permit the Vendor to:

Sublicense, resell, assign, or transfer access to the Seller Portal or any Platform feature to any third party without AqNova's prior written consent.

Reverse engineer, decompile, disassemble, or attempt to extract the source code, algorithms, or database structure of the Platform.

Scrape, crawl, or systematically extract data from the Platform beyond what is accessible through AqNova's official APIs and within API rate limits.

Use the Platform to market or sell products that are not the Vendor's own (except where AqNova has specifically approved a multi-brand reseller arrangement in writing).

Represent to any third party that the Vendor has any ownership interest in or authority over the Platform or the AqNova brand.

Use AqNova's name, logos, or trademarks in any manner not expressly authorised by Section 10.4 (AqNova's Own Intellectual Property) or the Vendor Brand Usage Guidelines.

3.3 Vendor's Right to P2B Protections (EU and UK Vendors)

Vendors established in or supplying Buyers in the European Union or United Kingdom are entitled to the non-waivable protections of EU Regulation 2019/1150 (Platform-to-Business Regulation / 'P2B Regulation') and its UK equivalent. These protections include:

Minimum 30 calendar days advance written notice before any material change to this Agreement takes effect, with stated exceptions for legal compliance requirements, safety concerns, sanctions, and repeated serious violations.

Written statement of reasons before any restriction, suspension, or termination of the Vendor's account, except for terminations made immediately due to illegal content, serious safety concerns, sanctions, or repeated serious violations.

Access to AqNova's internal complaint mechanism: p2b@aqnova.co — Subject: 'P2B Complaint — [Vendor Name].' AqNova acknowledges within 2 Business Days and provides a substantive response within 15 Business Days.

Access to AqNova's designated out-of-court P2B mediators listed at aqnova.co/p2b-mediators, where an internal P2B complaint is not resolved within 15 Business Days.

Transparency as to the main parameters determining ranking in search results — disclosed in Section 5.7 of this Agreement (Search Ranking Transparency).

4.1 Core Operating Obligations

Throughout the term of this Agreement, the Vendor must at all times:

4.2 Prohibited Conduct

The following are absolutely prohibited and each independently constitutes a Material Breach of this Agreement:

Keyword stuffing, competitor brand name insertion, or unrelated search term manipulation in listings.

Price manipulation — listing artificially inflated 'original' prices to create a false impression of discount. 'Was/Now' pricing: the 'was' price must reflect genuine prior pricing for minimum 28 consecutive days in the preceding 90 days.

Duplicate listings — creating multiple active listings for the same product variation within the same account.

Review manipulation — incentivizing, fabricating, or suppressing buyer reviews through any means.

Directing Buyers to purchase outside the Platform through the in-platform messaging system or listing content.

Sharing personal contact information (email, phone, website) with Buyers for commercial purposes outside the Platform.

Using Buyer personal data obtained through the Platform for any purpose other than order fulfillment.

5.1 General Listing Accuracy Standard

The Vendor is solely responsible for the accuracy, completeness, legality, and compliance of all listing content it creates. AqNova's listing review does not constitute an endorsement of any Vendor's claims and does not relieve the Vendor of sole responsibility for listing accuracy. Each listing must at minimum contain:

Accurate product title — maximum 150 characters; no keyword stuffing; no unverified sustainability descriptors.

Full product description — minimum 200 words; covering materials/composition, dimensions/weight, country of manufacture, applicable certifications, instructions for use, and any applicable warnings, safety information, or age restrictions.

Total price inclusive of all applicable taxes at the point of sale, or clear disclosure that customs duties and import taxes may apply at delivery (DAP/DDU terms).

Stock availability status — updated within 24 hours of stock depletion. No listings maintained for permanently unavailable products.

Shipping details — available methods, estimated delivery timeframes, geographic restrictions.

Return and refund policy — clearly stated, compliant with Section 9 and Section 10.8 platform minimums, and not less favourable than mandatory consumer law in the Buyer's jurisdiction.

Vendor identity disclosure — business name and country of establishment, as required by applicable distance selling and e-commerce disclosure regulations including EU E-Commerce Directive 2000/31/EC, UK DSI Act, US FTC disclosure rules, and equivalents.

Allergen information — for all food and applicable personal care products: all 14 major EU allergens must be declared. Non-disclosure of allergens is a food safety emergency under Section 10.8.8.

5.2 Sustainability Claims — Substantiation Framework

AqNova's sustainability claims framework governs all environmental, social, and ethical claims made in product listings, storefront content, and promotional materials. The framework applies in addition to — not instead of — applicable national green claims law.

5.3 Jurisdiction-Specific Green Claims Compliance

In addition to AqNova's platform framework, the Vendor must comply with applicable green claims regulations in every jurisdiction where products are sold:

5.4 Image & Video Standards

Primary image: minimum 1,000 × 1,000 pixels; product on white or very light background (#FFFFFF preferred); product fills minimum 80% of frame; no promotional text overlays, watermarks, or competitor branding.

Additional images (up to 8): may include lifestyle, detail, packaging, certifications, and scale reference images. All must accurately represent the specific product sold.

Image accuracy: all images must depict the exact product being sold. Stock imagery for products not yet manufactured: only permissible where pre-order status is explicitly disclosed.

IP compliance: images must only be used where the Vendor owns the copyright or holds a valid commercial licence. Third-party trademarks or brand assets require written authorization.

Video content: encouraged. Must meet accuracy and IP standards; no misleading demonstrations; no copyrighted background music without appropriate licence.

5.5 Pre-Listing Compliance Review

AqNova conducts a compliance review of all first listings by new Vendors and may review any listing at any time. AqNova may: (a) approve for immediate publication; (b) request revisions with specific guidance; (c) reject with written explanation; or (d) escalate for enhanced review. Listing rejections may be appealed to listings@aqnova.co within 14 Business Days of the rejection notice.

5.6 Listing Maintenance — Duty to Update

The Vendor's duty of accuracy is ongoing. Listings must be updated promptly upon any material change including: formulation or composition changes; supplier or manufacturing facility changes that affect a certification's scope; changes to certifications (renewal, expiry, suspension, withdrawal); changes to safety information or regulatory status; or any product recall or safety alert affecting a listed product. Failure to update a listing following a material change that renders existing content inaccurate constitutes misrepresentation.

5.7 Search Ranking Transparency (P2B Compliance)

In compliance with EU P2B Regulation Art. 5 and equivalent UK provisions, AqNova discloses that its search ranking algorithm weights the following main parameters in descending order of significance: (1) Certification depth and tier in the AqNova Certification Registry; (2) Listing Quality Score (LQS) — overall listing completeness and structured content quality; (3) Keyword relevance — matching between listing content and buyer search query; (4) Vendor performance signals — dispatch rate, dispute rate, return rate, tracking upload rate; (5) Buyer engagement signals — click-through rate, conversion rate, review score; (6) Recency boost — newly listed or recently updated listings receive a 14-day visibility enhancement.

6.1 Platform Fee Structure

AqNova charges Vendors Platform Fees comprising: (1) a transaction commission on each completed sale; (2) a monthly or annual subscription plan fee; and (3) optional value-added service fees for premium features. All fees are set out in Schedule A (Commission & Fee Schedule) and at aqnova.co/fees. AqNova will notify Vendors 30 calendar days in advance of any fee or commission rate changes.

6.2 GMV Calculation & Payout Formula

6.3 Payout Schedule & Settlement

6.4 Payment Holds & Payout Reserve

AqNova reserves the right to hold or withhold Vendor payouts in the following circumstances, each constituting a legitimate operational or legal basis:

Active dispute, chargeback, or BPP claim relating to a transaction in the pending payout

Vendor account under investigation for fraud, policy violation, AML flag, or sanctions match

Court order, regulatory directive, or law enforcement hold on funds

Account in suspension or termination proceedings

Outstanding debts owed by the Vendor to AqNova

New vendor 21-day maturity hold (first payout only)

Return rate exceeding 15% in any rolling 30-day period: up to 30% of pending payouts held

Chargeback rate exceeding 1% in any rolling 30-day period: up to 20% additional reserve applied

Held funds are released as soon as the basis for the hold is resolved. Where a hold is maintained for more than 90 days without resolution (other than for court orders or law enforcement holds), AqNova will provide a written status update and anticipated resolution timeline. AqNova does not earn interest on held funds. Reserve balances are visible in Seller Dashboard → Payouts → Reserve Balance.

6.5 Currency, FX & International Payouts

Transaction currency: Buyers pay in the currency displayed at checkout based on their location. Vendors may configure multi-currency price display through Seller Portal → Listings → Pricing.

Settlement currency: Vendors receive payouts in their designated settlement currency configured in Seller Portal → Payouts → Currency Settings.

FX conversion: where conversion is required, AqNova applies the mid-market exchange rate from its payment processor at settlement. AqNova does not guarantee any specific exchange rate and bears no liability for exchange rate fluctuations between order placement and payout.

FX margin: a currency conversion margin is applied. The current margin is disclosed in Schedule A and at aqnova.co/fees. AqNova will display the estimated net payout amount in the Vendor dashboard before each settlement.

International wire fees: correspondent bank fees are deducted from the payout and are the Vendor's responsibility.

7.1 Vendor Tax Obligations

The Vendor is solely and exclusively responsible for all tax obligations arising from its Platform sales activities that are not expressly assumed by AqNova under marketplace facilitator or deemed supplier rules. These include without limitation:

Income tax and corporation tax on revenues earned through the Platform in the Vendor's jurisdiction(s) of tax residence.

VAT, GST, or equivalent consumption taxes on transactions not covered by AqNova's marketplace facilitator collection obligations.

Import duties, customs fees, and related charges in destination countries for cross-border shipments.

Export duties or levies in the Vendor's country of origin where applicable.

State, provincial, or municipal business taxes, licence fees, or levies applicable to the Vendor's commercial activities.

Social security contributions, payroll taxes, or employment levies for the Vendor's own employees or contractors.

7.2 Tax Reporting Documentation

AqNova collects and remits marketplace facilitator tax in the following jurisdictions where legally required: EU (IOSS for orders under EUR 150); UK (UK VAT at standard 20%); Australia (GST 10%); Canada (GST/HST in applicable provinces); Singapore (GST); and others per applicable law. AqNova's marketplace facilitator obligations do not relieve the Vendor of its own income tax, home-country VAT/GST, or other independent tax obligations.

7.3 VAT & GST Registration Thresholds

The following registration thresholds are provided for reference. Vendors must verify current thresholds with qualified tax advisors in each jurisdiction, as these are subject to legislative change:

7.5 Export Control & Trade Compliance

Vendors must comply with all applicable export control laws and regulations. Key frameworks include:

Vendors who are uncertain whether their products are subject to export controls are responsible for obtaining independent legal advice. AqNova does not provide export control classification advice and bears no responsibility for Vendor violations of export control law. Vendors found to have exported controlled goods without required licences will be immediately suspended and reported to applicable regulatory authorities.

8.1 Mandatory Consumer Rights — Non-Waivable

The Vendor acknowledges and agrees that consumer statutory rights in each Buyer's jurisdiction are mandatory — they cannot be waived or reduced by any provision of this Agreement, by any Vendor listing policy, or by any communication between the Vendor and the Buyer. AqNova automatically applies the correct statutory standard based on the Buyer's delivery jurisdiction. Where the Vendor's listing policy provides fewer rights than the applicable statutory standard, the statutory standard prevails and AqNova enforces it from the Vendor's payout reserve.

8.2 AqNova Platform Minimum Return Standard

In addition to mandatory statutory rights, AqNova imposes the following platform minimum returns standards on all Vendors, applicable globally as a floor:

Minimum 30 calendar days return window from confirmed delivery — for change-of-mind returns.

Vendor must acknowledge all return requests within 3 Business Days.

Vendor must issue approved refunds within 7 Business Days (defective/SNAD fast-track) or 14 Business Days (change-of-mind) of return receipt.

Vendor always bears return shipping costs for defective, damaged, or misdescribed items — without exception.

Food products: no physical return required under any circumstances. Refund issued on photographic evidence within 7 Business Days.

SECTION 9 Returns, Refunds & Dispute Resolution — Vendor Obligations

This Section 9 summarises the Vendor's core returns, refund, and dispute obligations under this Agreement. The full operational reference is Section 10.8 (Returns, Refunds & Dispute Resolution Policy) of the Global Legal Footer Framework, incorporated herein by reference.

9.1 Return Acknowledgment & Processing Timelines

9.2 AqNova's Mediation Role

AqNova acts as mediator — not arbiter — in disputes between Buyers and Vendors. AqNova's dispute determinations are evidence-based and binding on both parties under this Agreement. Determinations may be appealed through the escalation paths in Section 10.8.13 of the Global Legal Footer Framework. AqNova does not guarantee any specific outcome in any dispute or chargeback proceeding.

9.3 Chargeback Obligations

In the event of a payment card chargeback: AqNova notifies the Vendor within 2 Business Days; the disputed amount is held from the Vendor's payout; the Vendor has 10 Business Days to submit evidence; AqNova compiles and submits evidence to the card network on the Vendor's behalf. A USD $15 chargeback administration fee (or local currency equivalent) applies to each chargeback lost. A chargeback rate exceeding 2% in any rolling 30-day period constitutes a Material Breach of this Agreement.

10.1 Vendor Content — Licence to AqNova

The Vendor retains ownership of all intellectual property in content it creates and uploads to the Platform, including product photographs, descriptions, videos, and brand assets ('Vendor Content'). By uploading Vendor Content to the Platform, the Vendor grants Arivon Holding Corporation a non-exclusive, worldwide, royalty-free, sublicensable licence to: host, store, reproduce, display, and transmit Vendor Content on the Platform for the purpose of operating the marketplace; feature Vendor Content in AqNova's editorial, marketing, and promotional materials with attribution; and share Vendor Content with third-party services that power the Platform strictly for Platform operation purposes. This licence terminates when the relevant listing is removed and the Vendor's account is closed, subject to a reasonable technical transition period.

10.3 AqNova's Intellectual Property

All intellectual property in the Platform — including the AqNova and Arivon Holding Corporation trademarks, logos, wordmarks, software code, algorithms, databases, editorial content, and design elements — belongs to Arivon Holding Corporation. The Vendor may not use AqNova's trademarks or brand assets beyond what is expressly permitted in Section 3.1.3 and the Vendor Brand Usage Guidelines. Any unauthorized use of AqNova's IP constitutes both a Material Breach of this Agreement and an infringement of Arivon Holding Corporation's intellectual property rights.

13.1 Ongoing Vendor Warranties

The Vendor represents and warrants to AqNova, on a continuing basis throughout the term of this Agreement, that:

13.2 Vendor Indemnification of AqNova

The Vendor agrees to defend, indemnify, and hold harmless Arivon Holding Corporation, its officers, directors, employees, agents, licensees, and successors ('AqNova Indemnified Parties') from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) ('Claims') arising out of or relating to:

The Vendor's breach of any provision of this Agreement, the Vendor Code of Conduct, or any incorporated policy.

Any product listed or sold by the Vendor on the Platform, including product liability claims, product safety failures, regulatory non-compliance, and intellectual property infringement by the Vendor's products.

Any false, misleading, or unsubstantiated claim made by the Vendor in its listings, including greenwashing claims, false certification claims, or false country of origin claims.

The Vendor's violation of any applicable law, including consumer protection, product safety, data protection, tax, customs, export control, AML, or sanctions law.

The Vendor's infringement of any third party's intellectual property rights in connection with its Platform activities.

Any personal data breach affecting AqNova Buyer data caused by the Vendor's acts or omissions.

The Vendor's indemnification obligations survive termination of this Agreement indefinitely as to claims arising from acts or omissions during the term.

14.1 AqNova's Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARIVON HOLDING CORPORATION'S AGGREGATE LIABILITY TO THE VENDOR UNDER OR IN CONNECTION WITH THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL COMMISSIONS AND SUBSCRIPTION FEES PAID BY THE VENDOR TO AQNOVA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) USD $10,000.

14.2 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY.

14.3 Exceptions to Limitation

The limitations in Sections 14.1 and 14.2 do not apply to: (a) the Vendor's indemnification obligations under Section 13.2; (b) damages arising from a party's fraud, wilful misconduct, or gross negligence; (c) personal injury or death caused by negligence; (d) any liability that cannot by applicable law be limited or excluded; or (e) the Vendor's liability for intellectual property infringement.

14.4 Platform Availability

AqNova does not guarantee uninterrupted, error-free, or secure Platform operation. AqNova will use commercially reasonable efforts to maintain Platform availability but is not liable for any losses arising from Platform downtime, technical failures, errors, or security incidents beyond its reasonable control.

15.1 Term of Agreement

This Agreement commences on the date AqNova activates the Vendor's account and continues on a rolling month-to-month basis (or annual basis for annual subscription plan Vendors) unless terminated earlier in accordance with this Section 15.

15.2 Termination by AqNova — For Cause

15.3 Termination by AqNova — Without Cause

AqNova may terminate this Agreement without cause upon: 90 calendar days' written notice to the Vendor (standard Vendors); 180 calendar days' written notice during the FVP term (Founding Vendor Program Vendors). Without-cause termination does not give rise to any liability of AqNova to the Vendor beyond: (a) settlement of all outstanding payouts net of applicable holds within the standard payout cycle following the termination effective date; and (b) provision of a data export within 30 days of request.

15.4 Termination by Vendor

The Vendor may terminate this Agreement by providing 30 calendar days' written notice to vendors@aqnova.co. Termination takes effect at the end of the 30-day notice period or upon completion of all pending orders, whichever is later. Early termination of an annual subscription plan by the Vendor does not entitle the Vendor to a refund of the unused annual subscription fee, except where termination is due to AqNova's material breach.

15.5 Effects of Suspension

During account suspension: all active listings are hidden; no new orders can be placed; pending payouts are held; the Vendor retains dashboard access to respond to investigations and manage existing orders; confirmed pre-suspension orders must be fulfilled. Failure to fulfill pre-suspension confirmed orders is a separate Material Breach.

15.6 Effects of Termination — Post-Termination Obligations

15.7 Vendor Performance Standards (Material Terms)

Consistent failure to meet the following performance standards constitutes a material performance breach that may result in listing restrictions, account suspension, or termination under Section 15.2:

SECTION 16 Founding Vendor Program — Special Terms

The Founding Vendor Program ('FVP') is AqNova's early-access initiative offering qualifying Vendors preferential terms during AqNova's Platform launch and growth phase. Participation is subject to the eligibility requirements and terms in this Section 16, any separate Founding Vendor Program Agreement executed between AqNova and the Vendor, and Section 8.2 of the Global Legal Footer Framework.

16.2 FVP Activation Conditions — Dual-Trigger Model

FVP benefits are activated and maintained subject to both of the following conditions being met at all times during the FVP term:

16.3 FVP Forfeiture Events

FVP benefits are forfeited with immediate effect and no right of reinstatement where: the Vendor's account is terminated for cause under Section 15.2; the Vendor provides false or misleading information in their FVP application; the Vendor fails to cure a dual-trigger breach within the applicable grace period; or the Vendor voluntarily closes their account during the FVP term. Upon FVP forfeiture, standard commission rates apply from the date of forfeiture on all future Transactions.

17.1 Governing Law

This Agreement and all disputes arising out of or in connection with it are governed by and construed in accordance with the laws of the State of California, USA, and applicable federal US law, without regard to conflict of law principles. Where mandatory consumer or business protection law in another jurisdiction applies to a Vendor established in or primarily serving Buyers in that jurisdiction, such mandatory law applies alongside California law to the extent required by applicable law — but does not displace California law as the primary governing framework.

17.2 Jurisdiction-Specific Mandatory Governing Law

Notwithstanding Section 17.1, the following mandatory provisions apply and cannot be displaced by California law:

EU Vendors and EU-targeted sales: EU Regulation 2019/1150 (P2B) rights apply in full and are non-waivable. EU consumer and competition law applies to Vendor-Buyer transactions as mandatory law.

UK Vendors: UK P2B equivalent protections apply. Consumer Contracts Regulations 2013 and Consumer Rights Act 2015 apply to UK consumer transactions as mandatory law.

Brazil Vendors: Brazil Consumer Defense Code (CDC) applies to all Brazilian consumer transactions as mandatory law. AqNova's arbitration clause does not override Brazilian consumer mandatory jurisdiction rules.

Australia Vendors: Australian Consumer Law (ACL) non-excludable consumer guarantees and unfair contracts provisions apply.

India Vendors: Consumer Protection Act 2019, DPDPA 2023, and applicable Indian mandatory commercial law provisions apply.

China Vendors: PRC E-Commerce Law 2019 (Arts. 42–45), Consumer Rights Protection Law, and PIPL apply to applicable aspects of the Platform relationship.

17.3 Dispute Resolution — Escalation Process

Informal Resolution: where a dispute arises between AqNova and the Vendor, the parties will first attempt to resolve the dispute informally by direct communication in good faith for a minimum period of 30 calendar days from written notice of the dispute.

AqNova Internal Process: either party may escalate to AqNova's formal dispute process: vendors@aqnova.co — Subject: 'Formal Dispute — [Vendor Name] — [Description].' AqNova acknowledges within 5 Business Days and provides a substantive response within 15 Business Days.

EU P2B Mediation (EU/UK Vendors): EU and UK Vendors who have an unresolved P2B complaint after 15 Business Days may access AqNova's designated P2B out-of-court mediators at aqnova.co/p2b-mediators. Mediation is without prejudice and does not preclude arbitration or court proceedings.

Binding Arbitration: where informal resolution and the AqNova internal process have not resolved the dispute, either party may submit the dispute to binding arbitration under the Rules of the American Arbitration Association (AAA) for US and global Vendors; or the Rules of the International Chamber of Commerce (ICC) for EU, UK, and international Vendors. Arbitration shall be conducted in English; the seat of arbitration shall be Los Angeles, California; and the arbitral award shall be final and binding.

Small Claims Exception: either party may bring an action in a competent small claims court for claims within the court's jurisdictional limit without first completing the informal resolution or mediation steps.

SECTION 18 Jurisdiction-Specific Legal Addenda

The following jurisdiction-specific provisions supplement this Agreement for Vendors established in or primarily targeting the specified markets. Where these provisions conflict with the general terms of this Agreement, the jurisdiction-specific provision governs for the relevant market and Vendor relationship.

18.1 European Union — Additional Terms

For Vendors established in or supplying Buyers in the EU:

EU P2B Regulation (EU 2019/1150): all P2B rights set out in Section 3.3 apply. AqNova's internal P2B complaint portal: p2b@aqnova.co. Designated P2B mediators: aqnova.co/p2b-mediators. AqNova's P2B Regulation Art. 5 ranking transparency disclosure is at Section 5.7.

EU Digital Services Act (DSA — Regulation 2022/2065): AqNova operates an Art. 16 notice-and-action mechanism for illegal content (including IP-infringing content) at aqnova.co/ip-notice. Vendors whose listings are removed under DSA Art. 17 receive a written Statement of Reasons. Vendors may challenge content removal through AqNova's DSA internal complaint mechanism (ip-complaints@aqnova.co).

EU Consumer Rights Directive (CRD) compliance: all Vendor listing obligations under Section 5 must include the mandatory pre-contractual information required by CRD Art. 6, including identity disclosure, total price, return policy, and statutory withdrawal rights.

EU REACH / RoHS: Vendors selling applicable products (articles containing SVHC above 0.1% w/w; electrical and electronic equipment) must comply with REACH (1907/2006/EC) SVHC disclosure obligations and RoHS 2 Directive (2011/65/EU) as implemented in destination EU member states.

DAC7 reporting: AqNova reports EU-resident Vendor income data to applicable EU member state tax authorities per Council Directive 2021/514/EU for Vendors meeting the applicable threshold.

18.2 United Kingdom — Additional Terms

UK GDPR and DPA 2018: AqNova's UK Representative is contactable at ukrepresentative@aqnova.co. AqNova is registered with the ICO as required.

UK P2B Regulation equivalent: same protections as EU P2B apply to UK-established Vendors.

UK CDPA 1988: IP notices for UK copyright and design rights use AqNova's IP notice portal (ip@aqnova.co). No formal UK statutory counter-notice mechanism exists; disputes use AqNova's internal complaints process.

UK HMRC Digital Platform Reporting: AqNova reports UK-resident Vendor data to HMRC per UK equivalent of DAC7.

UKCA marking: Vendors selling applicable regulated products to UK Buyers must comply with UKCA marking requirements replacing CE marking for UK market from applicable product category dates.

18.3 United States (Federal and State) — Additional Terms

California law governs as primary law per Section 17.1. California CCPA/CPRA applies to California-resident Vendor personal data per Section 11.

California Proposition 65: Vendors selling into California must provide required Prop 65 warnings on listings for products containing listed chemicals above applicable thresholds. Violation: California Health & Safety Code § 25249.5; USD $2,500/day/product penalties.

FTC Act § 5: all Vendor listing content, sustainability claims, and endorsements are subject to FTC jurisdiction for unfair or deceptive acts and practices. FTC Green Guides compliance is mandatory per Section 5.3.

IRS Form 1099-K: AqNova issues 1099-Ks to US Vendors meeting the applicable threshold. Backup withholding at 24% applies where required tax documentation is not provided.

State sales tax — marketplace facilitator: AqNova collects and remits sales tax as marketplace facilitator in all states with marketplace facilitator laws following South Dakota v. Wayfair (2018).

18.4 Canada — Additional Terms

Quebec: all product information and listing content for Quebec Buyers must be available in French per the Charter of French Language. AqNova facilitates display of French content where provided by the Vendor.

CASL: all commercial electronic messages from AqNova to Vendors comply with Canada's Anti-Spam Legislation. Vendors must comply with CASL for any direct marketing to Buyers outside AqNova's Platform.

PIPEDA / Law 25 (Quebec): Vendor personal data is processed per Section 11 and AqNova's PIPEDA-compliant Privacy Officer contact is privacy@aqnova.co.

Canada BN 703304162: AqNova's Canadian Business Number applicable to Canadian market operations.

18.5 Brazil — Additional Terms

CDC (Consumer Defense Code): all Vendor-Buyer transactions involving Brazilian Buyers are subject to Brazilian CDC mandatory consumer rights, including the 7-day unconditional arrependimento right (CDC Art. 49), the mandatory return shipping obligation on the Vendor, and the 10-Business-Day refund deadline — all of which apply regardless of Vendor location.

LGPD: Vendor personal data of Brazilian citizens processed in connection with the Platform is subject to LGPD (Law 13,709/2018). Legal bases as set out in Section 10.11.10.D.

INMETRO: Vendors selling regulated product categories to Brazilian Buyers must hold applicable INMETRO certifications before listing for Brazilian delivery.

Portuguese language: listing content for Brazilian Buyers strongly recommended in Portuguese; product labels required in Portuguese by Brazilian Consumer Protection Code.

18.6 India — Additional Terms

E-Commerce Rules 2020: AqNova and Vendors operating in India comply with the Consumer Protection (E-Commerce) Rules 2020, including mandatory country of origin disclosure for all imported goods.

IT Act 2000 s.79: AqNova's platform liability safe harbor is subject to due diligence obligations. AqNova's registered Grievance Officer for India is contactable at grievance@aqnova.co. 24-hour acknowledgment mandatory per IT Rules 2021.

DPDPA 2023: Vendor personal data of Indian citizens processed per Section 11 and Section 10.11.10.E. Data Principal rights apply.

BIS / FSSAI: Vendors must hold BIS certification (electronics), FSSAI licence (food), or other applicable mandatory registrations before listing for Indian delivery. Licence numbers must appear in listings.

18.7 China — Additional Terms

PRC E-Commerce Law 2019 (Arts. 42–45): AqNova acts on IP infringement notices within 3 Business Days per Art. 42. Vendors who know or should know of IP infringement on their listings and fail to act are jointly and severally liable per Art. 45.

PIPL 2021: personal data of Chinese citizens processed per Section 11 and Section 10.11.10.J. Cross-border transfer mechanisms per CAC Measures.

CCC certification: Vendors selling CCC-regulated categories to Chinese Buyers must hold CCC (China Compulsory Certification) before listing for Chinese delivery.

Chinese language: listing content for Chinese Buyers strongly recommended in Simplified Chinese.

18.8 Nigeria — Additional Terms

Sahara Eagle Ltd: AqNova's Nigerian operations are conducted through Sahara Eagle Ltd (Reg: 1957145; Tax ID: 31052811-0001; NEPC Reg: 0030281). Nigerian Vendors may contract through the Sahara Eagle Ltd pathway.

NAFDAC: NAFDAC registration is mandatory for all food, cosmetic, drug, and medical device products listed for Nigerian delivery. NAFDAC number must appear in the listing. Listing without NAFDAC registration: immediate listing removal.

SON SONCAP: applicable product categories imported into Nigeria require SONCAP certification from the Standards Organisation of Nigeria.

NDPR/NDPA: personal data of Nigerian citizens processed per Section 11 and Section 10.11.10.F. NITDA-registered DPO.

18.9 UAE / Saudi Arabia / GCC — Additional Terms

Halal certification: food and personal care products must hold a recognized Halal certification (JAKIM, MUI, ESMA, SFDA, ISNA, IFANCA, or equivalent recognized body) before listing for GCC market delivery. Non-certified food and personal care products may not be marketed as suitable for Muslim consumers.

Arabic language: Arabic-language product labels are required by law for consumer goods sold in all GCC states. Vendors must provide Arabic label documentation before GCC delivery is activated.

SFDA (Saudi Arabia): applicable food and health products require SFDA registration before listing for Saudi Arabian delivery.

UAE PDPL (Federal Decree-Law No. 45/2021): personal data of UAE-resident Vendors processed per Section 11 and Section 10.11.10.K.

18.10 South Africa — Additional Terms

CPA (Consumer Protection Act 2008): all Vendor-Buyer transactions involving South African Buyers are subject to CPA mandatory consumer rights including ss. 20 and 56 return rights and the requirement that the Vendor bears all reasonable return costs.

POPIA: personal data of South African Vendors and Buyers processed per Section 11 and Section 10.11.10.G. Information Regulator compliance.

ECT Act (Electronic Communications and Transactions Act 2002) s.77: AqNova's platform liability safe harbor operates under ECTA s.77. AqNova's IP notice mechanism functions as ECTA-compliant notice for South African copyright claims.

SCHEDULE A — COMMISSION & FEE SCHEDULE

Forms part of the Vendor Agreement (Section 10.14) | Effective April 7, 2026

The Commission & Fee Schedule may be updated by AqNova with 30 calendar days advance written notice to all Vendors. Current fees are always available at aqnova.co/fees. All amounts are stated in USD unless otherwise specified. Local currency equivalents are calculated at the mid-market exchange rate on the date of the applicable charge.

SCHEDULE B — VENDOR PERFORMANCE STANDARDS

Forms part of the Vendor Agreement (Section 10.14) | Binding as material terms

Performance metrics are calculated on a rolling basis and are visible in real-time in Seller Dashboard → Analytics → Performance. AqNova may adjust threshold values with 30 calendar days advance written notice. Persistent failure to meet performance standards despite corrective action is grounds for account termination under Section 15.2.

SCHEDULE C — VENDOR EXECUTION & ACCEPTANCE DECLARATION

Forms part of the Vendor Agreement (Section 10.14) | Must be executed at onboarding

The Vendor identified below ('the Vendor') has read the AqNova Marketplace Vendor Agreement (Section 10.14, Version 1.0, effective April 7, 2026) in its entirety and, by executing this Schedule C, agrees and acknowledges:

FULL AGREEMENT: The Vendor agrees to all terms and conditions of the Vendor Agreement, all Schedules, and all documents incorporated by reference, including the Platform Terms & Conditions (Section 1.1), Acceptable Use Policy (Section 1.4), Vendor Code of Conduct (Section 10.9), Prohibited Items Policy (Section 10.12), and Vendor Data Privacy Notice (Section 10.11).

AUTHORITY: The individual signing this Schedule C has full authority to bind the Vendor entity to this Agreement and all related obligations.

ACCURACY: All information provided during the onboarding process is accurate, complete, and not misleading in any material respect as of the date of execution.

ONGOING OBLIGATION: The Vendor acknowledges that this Agreement creates ongoing obligations — not one-time acceptance — and that compliance must be maintained throughout the term.

ANNUAL SELF-ASSESSMENT: The Vendor agrees to complete the annual Vendor Code of Conduct Self-Assessment (Section 10.9.17) each year within 30 days of the anniversary of this execution date.

CONSEQUENCES: The Vendor acknowledges that material violations may result in listing suspension, account termination, payout forfeiture, referral to regulatory authorities, and legal proceedings as set out in Section 15.

AMENDMENTS: The Vendor acknowledges that AqNova may amend the Agreement with 30 calendar days advance notice (180 days during FVP term for EU/UK Vendors) and that continued use of the Platform after the notice period constitutes acceptance of the updated terms.

GOVERNING LAW: This Agreement is governed by California law and applicable US federal law, with jurisdiction-specific mandatory provisions applying as set out in Sections 17 and 18.

ELECTRONIC EXECUTION: Execution by electronic means — whether by 'I Accept' click in the online onboarding flow, by digital signature, or by electronic completion of the Seller Portal onboarding — has the same legal effect as a handwritten signature under the US E-SIGN Act, EU eIDAS Regulation, UK Electronic Communications Act 2000, and equivalent national electronic signature law in all applicable jurisdictions.

AqNova Marketplace | Section 10.14: Vendor Agreement (Full Terms & Conditions) | Version 1.0 | April 7, 2026

© 2026 Arivon Holding Corporation. All rights reserved. AqNova and AqNova Marketplace are trademarks of Arivon Holding Corporation.

THIS DOCUMENT IS A BINDING LEGAL AGREEMENT. THIS DOCUMENT DOES NOT CONSTITUTE LEGAL OR TAX ADVICE. VENDORS SHOULD OBTAIN QUALIFIED LEGAL AND TAX ADVICE FOR JURISDICTION-SPECIFIC GUIDANCE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND MANDATORY APPLICABLE LAW, THE MANDATORY LAW PREVAILS.