Founding Vendor Program Terms

AQNOVA MARKETPLACE

Global Legal Footer Framework

Comprehensive Compliance & Platform Governance Reference

FOUNDING VENDOR PROGRAM

Terms & Conditions

"Be among the first. Shape the future of sustainable commerce."

🌱 Seedling 🌿 Grove 🌳 Canopy

Effective Date: April 7, 2026 | Version 1.0 | Arivon Holding Corporation

These Founding Vendor Program Terms ("FVP Terms," "this Agreement," or "these Terms") govern the Founding Vendor Program ("FVP" or "Program") offered by AqNova Marketplace, operated by Arivon Holding Corporation ("AqNova," "we," "us," "our"), to qualifying vendors ("Founding Vendor," "Vendor," "you," "your") who join the AqNova Platform during its launch phase.

The Founding Vendor Program is AqNova's early-access initiative that rewards vendors who commit to the Platform from the ground up. In exchange for early commitment, qualifying Vendors receive preferential commercial terms — including a 0% transaction commission in Year 1 — and a suite of benefits designed to accelerate their growth on the Platform.

These Terms are a supplement to, and must be read together with, the AqNova Platform Terms & Conditions ("Platform T&C") and the Seller Agreement & Vendor Terms ("Seller Agreement"). In the event of a conflict between these FVP Terms and either the Platform T&C or the Seller Agreement on FVP-specific matters, these FVP Terms govern. On all other matters, the Platform T&C and Seller Agreement apply.

2.1 Program Overview & Mission

The AqNova Founding Vendor Program is an invitation to be at the forefront of a new era in global sustainable commerce. AqNova launched on April 7, 2026, with a mission that is both commercial and purposeful: to create the world's most trusted, accessible, and impactful marketplace for sustainable, organic, and ethically sourced consumer products.

The Founding Vendor Program exists because we believe the vendors who join us at the beginning — who take the leap, who commit when the platform is new, who help us shape what AqNova becomes — deserve to be rewarded for that commitment. Every Founding Vendor is not just a seller on a platform. They are a co-creator of a global movement.

The Program is structured in three tiers — Seedling, Grove, and Canopy — calibrated to the scale and ambition of each participating vendor. Whether you are an individual artisan, a growing sustainable brand, or an established ethical manufacturer, there is a Founding Vendor tier built for where you are and designed to take you further.

2.2 Definitions

"FVP" or "Founding Vendor Program": The early-access program described in these Terms, available to qualifying vendors who enroll during the Program's active enrollment period.

"Founding Vendor": A Vendor who has been accepted into the FVP, has completed onboarding, and whose account is active and in good standing under the Program.

"FVP Term": The 12-month period commencing on the individual Founding Vendor's FVP Activation Date, during which FVP Benefits apply.

"FVP Activation Date": The date on which AqNova activates the Founding Vendor's account and officially commences their FVP Term.

"FVP Benefits": The complete set of preferential commercial terms, features, and support described in Section 2.6, applicable during the FVP Term.

"FVP Enrollment Period": The period during which applications to the Founding Vendor Program are accepted. The enrollment period is published at [aqnova.co/founding-vendor] and may be extended or closed by AqNova at its sole discretion.

"Tier": One of three program classifications — Seedling, Grove, or Canopy — assigned based on the Vendor's GMV commitment and eligibility at enrollment.

"GMV" (Gross Merchandise Value): The total value of completed, non-refunded Transactions processed through the Platform during the FVP Term, calculated before the deduction of any commissions or fees.

"GMV Commitment": The Vendor's declared or demonstrated annual GMV capability, used for Tier assignment at enrollment and tracked during the FVP Term.

"Transaction Commission": The percentage-based fee charged by AqNova on each completed Transaction, as set out in the Platform Fee Schedule. During the FVP Term, Transaction Commission is 0% for all Tiers.

"Payment Processing Fee": The fees charged by AqNova's third-party Payment Processors for processing payments. Not included in the 0% commission benefit.

"Founding Vendor Badge": A visual mark of recognition displayed on a Founding Vendor's storefront indicating their founding status, issued exclusively to FVP participants.

"Dual-Trigger Model": The two conditions (Active Listing Condition and Good Standing Condition) that must both be met at all times for FVP Benefits to remain active, as described in Section 2.8.

"Good Standing": The status of a Vendor account that has no material policy violations, no active account suspension, no outstanding fraud flags, and is meeting all applicable performance standards.

"Platform T&C": The AqNova Platform Terms & Conditions (Section 2 of the Platform Governance Documents), incorporated herein by reference.

"Seller Agreement": The AqNova Seller Agreement & Vendor Terms (Section 2.2 of the Platform Governance Documents), incorporated herein by reference.

"VRPP": The AqNova Vendor Referral Partner Program, which operates independently of the FVP and through which Founding Vendors may earn additional referral commissions.

2.3 Program Tiers — Seedling, Grove & Canopy

The Founding Vendor Program is structured in three tiers, each designed to match the scale, capacity, and ambition of participating vendors. All three tiers share the core FVP benefits, with additional features unlocking at Grove and Canopy tiers to reflect the greater volume commitment and strategic value of higher-tier participants.

2.3.1 Tier Comparison Summary

2.4.1 Universal Eligibility (All Tiers)

To be eligible for any tier of the Founding Vendor Program, applicants must meet all of the following requirements at the time of application and on a continuing basis throughout the FVP Term:

Legal capacity: Applicants must be at least 18 years of age (or the age of majority in their jurisdiction) and possess full legal capacity to enter into binding commercial contracts.

Complete platform onboarding: Applicants must complete the standard AqNova vendor onboarding process (as described in Section 2.2.1 of the Seller Agreement), including identity verification and KYC/AML screening, prior to FVP account activation.

Product category alignment: At least one product category the applicant intends to sell must align with AqNova's marketplace positioning — specifically sustainable, organic, eco-friendly, clean energy, ethically sourced, or adjacent approved categories. AqNova's determination of category alignment is final.

Active listing requirement: The applicant must have at least one active, approved, and publicly visible product listing on the Platform at the time of FVP activation (Seedling: 1 listing; Grove: 3 listings; Canopy: 5 listings).

Good standing: The applicant must not be subject to any active account suspension, sanctions designation, export control prohibition, or prior permanent ban from the Platform.

Enrollment within active period: Applications must be submitted and accepted during the FVP Enrollment Period published at [aqnova.co/founding-vendor].

No prior material violations: Applicants must not have had a prior Platform account terminated for cause.

2.4.2 Tier-Specific Eligibility

In addition to the universal eligibility requirements above, the following tier-specific requirements apply:

2.4.3 Geographic Eligibility

The Founding Vendor Program is open to vendors in all jurisdictions where AqNova operates or to which AqNova ships, subject to compliance with applicable local laws. Vendors in the following primary markets have access to locally supported onboarding, payout methods, and compliance guidance:

2.5.1 Application Steps

The Founding Vendor Program application process consists of the following steps:

2.5.2 Application Closing Date

The Founding Vendor Program enrollment period is open from the Platform's global launch date (April 7, 2026) until the closing date published at [aqnova.co/founding-vendor]. AqNova reserves the right to extend, close early, or reopen the enrollment period at any time. All applications submitted before the closing date and accepted by AqNova are entitled to FVP Terms for the full 12-month FVP Term from their individual FVP Activation Date, regardless of when within the enrollment period the application was accepted.

2.5.3 Right to Decline Applications

AqNova reserves the right to decline any FVP application for any lawful reason, including but not limited to: product category misalignment; failure to pass KYC/AML screening; inability to verify GMV claims for Grove and Canopy tiers; Canopy enhanced due diligence concerns; or AqNova's determination that the application does not meet the Program's standards. AqNova will notify declined applicants in writing. Declined applicants may reapply as standard (non-FVP) vendors without restriction.

2.6 FVP Benefits — Full Specification

The following benefits apply to all Founding Vendors during their FVP Term, subject to maintaining the Dual-Trigger Activation Conditions described in Section 2.8. Tier-specific enhancements are noted. All benefits are provided by AqNova without additional charge unless expressly stated otherwise.

2.6.1 0% Transaction Commission (All Tiers)

The core benefit of the Founding Vendor Program is a 0% transaction commission on all completed, non-refunded Transactions processed through the Platform during the FVP Term. This means that for every sale made during Year 1, AqNova charges no commission on the Gross Merchandise Value (GMV) of the transaction.

Under standard Platform terms (post-FVP), commission rates range from 12% to 22% of GMV depending on product category, with a blended effective rate target of 20%+. For a Vendor generating USD $100,000 in Year 1 GMV, the 0% commission benefit represents a saving of approximately USD $15,000–$22,000 compared to standard rates.

2.6.2 Zero Subscription Fee — Year 1 (All Tiers)

Standard Platform seller subscription fees are fully waived for all Founding Vendors during the FVP Term. No monthly or annual subscription fee will be charged during Year 1, regardless of which post-FVP plan the Vendor will transition to. The subscription fee waiver begins on the FVP Activation Date and ends on the last day of the FVP Term.

2.6.3 Founding Vendor Badge (All Tiers)

Each Founding Vendor receives a permanent Founding Vendor Badge displayed on their storefront, in their product listings, and in their AqNova seller profile. The Badge is a permanent recognition of founding status — it does not expire after the FVP Term and continues to be displayed as long as the Vendor maintains an active account in good standing.

The Founding Vendor Badge serves as a trust signal to buyers, indicating that the Vendor was among the first to commit to AqNova's mission of sustainable commerce. AqNova may use Founding Vendor status in its own marketing materials, press releases, and investor communications, subject to Section 2.11 (Intellectual Property & Marketing).

Badge variants: Seedling vendors receive the Seedling Founding Badge; Grove vendors receive the Grove Founding Badge; Canopy vendors receive the Canopy Founding Badge. Each badge variant reflects the Vendor's tier commitment and carries different visual prominence on the Platform.

2.6.4 Priority Listing Placement (All Tiers — Tiered Enhancement)

Founding Vendors receive priority placement in Platform search results, category pages, and recommendation feeds during the FVP Term. The placement priority operates as follows:

Seedling: Standard priority — Seedling Founding Vendors are boosted above non-FVP standard vendors in organic search results within their product categories.

Grove: Enhanced priority — Grove Founding Vendors appear above Seedling Founding Vendors and all non-FVP vendors in relevant search results. Eligible for 'Featured Vendor' tags in category browse pages.

Canopy: Featured placement — Canopy Founding Vendors receive homepage visibility (where applicable), inclusion in AqNova's featured collections, category banner placements, and editorial curation. Subject to editorial standards and content relevance.

Placement priority reflects organic ranking boosts only. Promoted/sponsored placement (paid advertising) remains available to all Vendors as an additional paid feature and is not part of FVP Benefits.

2.6.5 Analytics Access (Tiered)

All Founding Vendors have access to performance analytics during and after the FVP Term, at the tier-appropriate level:

Seedling — Basic Dashboard: Order volume, GMV, payout history, listing impressions, and click-through rates.

Grove — Advanced Analytics: All Seedling features PLUS buyer geography, acquisition channels, conversion funnel analysis, repeat buyer rate, keyword performance data, and seasonal trend reports.

Canopy — Full Suite + API Access: All Grove features PLUS real-time analytics API access for custom reporting, competitive category benchmarking (anonymized), predictive reorder insights, and custom data exports.

2.6.6 Onboarding & Support (Tiered)

AqNova provides differentiated onboarding and ongoing support to Founding Vendors based on tier:

Seedling: Standard onboarding access to the FVP Help Centre at [aqnova.co/founding-vendor/help]; email support with a 2 Business Day response target; access to the Founding Vendor community forum; and access to recorded onboarding training sessions.

Grove: All Seedling features PLUS a dedicated onboarding call with an AqNova Vendor Success team member within 5 Business Days of FVP Activation; priority email and chat support with a 1 Business Day response target; and direct access to the Vendor Success team for listing optimization guidance.

Canopy: All Grove features PLUS a dedicated, named Account Manager assigned at FVP Activation; same-day support response; direct line to AqNova's compliance, legal, and technical teams for platform integration; and quarterly business review calls.

2.6.7 Co-Marketing & Brand Visibility (Tiered)

AqNova is actively marketing its global launch and the Founding Vendor Program across social media, press, and investor channels. Founding Vendors are eligible for co-marketing opportunities as follows:

Seedling: Eligible for inclusion in AqNova's editorial curated collections ("Sustainability Picks," "New from Founding Vendors," "Global Green Finds," etc.). Products may be featured in AqNova's social media content subject to editorial selection.

Grove: All Seedling features PLUS eligibility for dedicated vendor spotlight posts across AqNova's social media channels; inclusion in AqNova's newsletter features; promotional tool access (flash sales, bundle promotions, discount code tools).

Canopy: All Grove features PLUS full co-branded marketing campaign participation; joint press features and media releases; AqNova launch campaign inclusion; investor narrative co-participation where appropriate; and AqNova Brand Ambassador Program invitation.

Co-marketing participation is subject to editorial standards and content alignment with AqNova's sustainability mission. AqNova does not guarantee specific marketing outcomes and reserves all editorial discretion in selecting features, placements, and campaigns.

2.6.8 Enhanced Termination Protection (All Tiers)

All Founding Vendors — regardless of tier — benefit from enhanced without-cause termination notice: AqNova must provide 180 days' written notice before terminating a Founding Vendor's account without cause, compared to the 90-day standard notice applicable to non-FVP Vendors under the Seller Agreement. This protection applies during the FVP Term and does not extend past the FVP Term unless agreed in writing.

The enhanced termination protection does not apply to terminations for cause, which may be immediate in cases of fraud, sanctions violations, or other serious policy breaches as described in Section 2.14.

2.7.1 What the 0% Commission Covers

The 0% commission applies to the Transaction Commission component of AqNova's Platform Fees on all completed, non-refunded Transactions processed through the Platform during the FVP Term. "Transaction Commission" is defined as the percentage-based fee charged on the GMV of each completed Transaction.

2.7.2 What the 0% Commission Does NOT Cover

The following fees are explicitly NOT included in the 0% commission benefit and remain payable by the Founding Vendor during the FVP Term:

Payment Processing Fees: Fees charged by AqNova's third-party Payment Processors (typically 1.5%–3.5% of transaction value depending on payment method and geography) are passed through to the Vendor at cost. These are not AqNova commissions and are not waived.

Optional Premium Services: Fees for optional promoted placement (paid advertising), listing enhancement tools, enhanced analytics upgrades (where purchased separately), or other elective value-added services remain payable if the Vendor elects to use them.

Return & Refund Processing: Where a transaction is refunded, the 0% commission benefit does not retroactively entitle the Vendor to any payment. AqNova will not charge commission on the refunded amount.

Chargeback & Dispute Costs: Administrative fees associated with chargeback investigations or unresolved disputes are not waived by the FVP. Vendors remain responsible for chargeback-related costs as set out in the Seller Agreement.

2.7.3 GMV Calculation for FVP Commission

For the purpose of confirming 0% commission eligibility, GMV is calculated as:

2.7.4 Commission Application — Timing Rules

The 0% commission applies strictly to Transactions completed (order confirmed and fulfilled) during the FVP Term. The following timing rules apply:

Transactions initiated AND confirmed during the FVP Term: 0% commission applies in full.

Transactions initiated during the FVP Term but confirmed after expiry: Standard post-FVP commission rate applies from the confirmation date.

Transactions initiated before FVP Activation: Standard rates apply; the 0% benefit does not apply retroactively.

Transactions subject to hold or investigation during the FVP Term: If the transaction is cleared and confirmed after the FVP Term, standard rates apply.

2.7.5 FVP Audit Rights

AqNova reserves the right to audit FVP Transactions at any time during or after the FVP Term to verify compliance with these Terms. Where AqNova determines that Transactions were incorrectly classified as FVP-eligible due to Vendor misrepresentation, factual error, or system error, AqNova may retroactively apply the applicable standard commission rate to those Transactions and deduct the resulting commission from future Vendor payouts. Vendors will be notified in writing of any retroactive adjustment and given 10 Business Days to raise objections before the adjustment is applied.

2.8 Dual-Trigger Activation Model

FVP Benefits are activated and maintained subject to a Dual-Trigger Activation Model. Both triggers must be satisfied at all times for the full suite of FVP Benefits to apply. Failure of either trigger results in partial or full suspension of Benefits as described below.

2.8.1 Trigger 1 — Active Listing Condition (Detailed)

An "active listing" for the purpose of this condition means a product listing that: (a) has passed AqNova's listing compliance review; (b) is currently live and visible to buyers on the Platform; (c) has stock available (not marked as out-of-stock or inactive); and (d) has not been removed, hidden, or suppressed by AqNova for policy violations.

A listing that is temporarily out of stock but has been restocked and relisted within 14 days does not constitute a breach of the Active Listing Condition. A listing that is removed by AqNova for policy violations does not count toward the minimum active listing requirement for the purpose of the Dual-Trigger Model.

2.8.2 Trigger 2 — Good Standing Condition (Detailed)

"Good Standing" under the Dual-Trigger Model requires compliance with all of the following on a continuous basis:

Order Defect Rate (ODR): Below 1% of orders in any rolling 60-day period.

Late Dispatch Rate: Below 4% of orders dispatched after the stated processing window in any rolling 30-day period.

Return Resolution Rate: At least 95% of valid return requests acknowledged and resolved within the Vendor's stated return policy window.

Tracking Upload Rate: At least 95% of shipped orders with valid tracking information uploaded within 24 hours of dispatch.

Buyer Response Time: First response to Buyer messages within 24 hours during business hours; 48 hours maximum on non-business days.

Sustainability Claims: Zero confirmed substantiation failures on certified (Tier 1) sustainability claims in any 12-month period.

Policy Compliance: No material violation of Platform T&C, Seller Agreement, or these FVP Terms that has been confirmed through AqNova's investigation process.

2.9.1 General Obligations

In addition to all obligations set out in the Seller Agreement and Platform T&C (incorporated herein by reference), Founding Vendors undertake the following specific obligations during the FVP Term:

Active selling obligation: Founding Vendors agree to actively list, promote, and fulfill orders during the FVP Term. A Founding Vendor that enrolls but makes no sales in any rolling 90-day period during the FVP Term may be contacted by AqNova to discuss continued participation. Extended inactivity may trigger a review of FVP benefit entitlement at AqNova's discretion.

Listing accuracy and completeness: All listings must be kept accurate, current, and complete. Out-of-stock items must be restocked or delisted within 14 days. Pricing must reflect the actual price at which goods are offered and must not be artificially inflated.

Sustainability substantiation: Where a Founding Vendor makes sustainability claims (organic, eco-friendly, Fair Trade, carbon neutral, etc.), they must hold, and be prepared to provide to AqNova on request, valid documentation substantiating those claims. AqNova may conduct random audits of sustainability claims during the FVP Term.

Brand ambassador conduct: Founding Vendors are encouraged (but not obligated) to promote their participation in the Founding Vendor Program to their own networks, using the Founding Vendor assets provided by AqNova in the FVP Vendor Kit. All external communications about the FVP must be accurate, consistent with AqNova's brand guidelines, and not misleading.

Data accuracy: Founding Vendors must keep all business registration, tax identification, banking, and contact information in their account accurate and up to date at all times. AqNova relies on this information for tax reporting, payout processing, and regulatory compliance.

Compliance with applicable law: Founding Vendors must at all times comply with all applicable laws in their jurisdiction of establishment and in the jurisdictions where their products are sold, including product safety, labeling, customs, and export control laws as detailed in Section 2.12 below.

2.9.2 Sustainability Brand Obligation

As a participant in a purpose-driven marketplace, Founding Vendors are ambassadors of sustainable commerce. While AqNova does not require every product to be certified organic or zero-waste, AqNova does require that every Founding Vendor's product portfolio and business practices be genuinely aligned with sustainable, ethical, or eco-conscious principles. Founding Vendors who engage in practices that materially contradict AqNova's sustainability mission — including greenwashing, labor rights violations, or environmental misconduct — may have their FVP status revoked regardless of technical compliance with other terms.

2.10.1 FVP Term Duration

The FVP Term is 12 calendar months, commencing on the FVP Activation Date stated in AqNova's Activation Notice email and expiring on the date falling exactly 12 months after that date ("FVP Expiry Date"). Each Founding Vendor's FVP Term runs independently based on their individual FVP Activation Date; the FVP Term is not synchronized to a common calendar year.

2.10.2 Advance Notice of Transition

AqNova will notify each Founding Vendor of the approaching end of their FVP Term at least 60 days before the FVP Expiry Date. The notification will include: (a) the FVP Expiry Date; (b) the standard Plan to which the Vendor will transition; (c) the post-FVP commission rate and subscription fee applicable to the transition plan; and (d) options for upgrading to a higher plan tier or negotiating bespoke Enterprise terms (for Canopy vendors).

2.10.3 Post-FVP Transition

Upon expiry of the FVP Term, Founding Vendors automatically transition to the standard seller subscription plan most closely aligned with their tier and achieved GMV, as follows:

2.10.4 FVP Renewal

The Founding Vendor Program is a one-time, one-year early-access program. There is no automatic renewal of FVP Terms beyond the 12-month FVP Term. Upon expiry of the FVP Term, standard Platform commercial terms apply unless AqNova, in its sole discretion, offers a written renewal or extension arrangement to specific Vendors.

2.10.5 Platform Policy Compliance Post-FVP

The transition from FVP to standard terms does not affect the Founding Vendor's ongoing obligations under the Platform T&C and Seller Agreement. All obligations relating to pre-FVP Transactions, active buyer protections, tax reporting, data protection, and sustainability representation obligations survive the FVP Term.

2.11.1 AqNova Brand Assets

AqNova grants Founding Vendors a limited, non-exclusive, non-transferable, revocable license to use the Founding Vendor Program brand assets provided in the AqNova FVP Vendor Kit (available to enrolled Founding Vendors at [aqnova.co/founding-vendor/assets]) for the sole purpose of promoting their participation in the Program on their own marketing channels.

Permitted uses include: displaying the Founding Vendor Badge on the Vendor's own website, social media profiles, and product packaging; stating "AqNova Founding Vendor" in bio sections and marketing materials; and sharing AqNova-provided social media content relating to the Program. Prohibited uses include: modifying AqNova's brand assets; using AqNova's name in a way that suggests an endorsement or partnership beyond the Founding Vendor relationship; and using AqNova's marks in any advertising that AqNova has not approved.

2.11.2 Vendor Content License

By participating in the FVP, Founding Vendors grant AqNova an enhanced license to use their brand name, logo, product images, and Founding Vendor story in AqNova's launch marketing, press materials, investor presentations, and promotional campaigns. This enhanced license applies for the FVP Term and for 12 months after its expiry for materials published during the FVP Term. Vendors who do not wish their brand or products to be featured in AqNova's own marketing should notify fvp@aqnova.co in writing at any time.

2.11.3 Vendor Referrals & the VRPP

Founding Vendors are encouraged to refer other vendors to the AqNova Platform through the Vendor Referral Partner Program (VRPP). Founding Vendors who participate in the VRPP accumulate referral commissions independently of their FVP benefits. The VRPP offers three tiers of referral commission: Certified (10%), Growth (15%), and Strategic (18%). VRPP referral income is earned on the referred vendor's Platform activity and is not subject to the Founding Vendor's own FVP commission-free status. Full VRPP terms are available at /legal/vrpp.

2.12 Global Compliance Obligations

Founding Vendors operating in AqNova's global markets must comply with all applicable laws in their jurisdiction of establishment and in every jurisdiction where their products are sold. The following provides a jurisdiction-specific compliance overview for Founding Vendors in AqNova's primary markets. Full detail is set out in the country-specific legal notices in Sections 9.1–9.6 of the Platform Governance Documents.

2.13.1 Suspension of FVP Benefits

AqNova may suspend a Founding Vendor's FVP Benefits (without terminating the overall account) in the following circumstances:

Failure to maintain the Active Listing Condition (Trigger 1 failure): Benefits suspended from Day 15 if minimum listings are not restored within the 14-day grace period. Reinstated automatically upon restoration.

Account under investigation for a potential Good Standing Condition breach (Trigger 2 investigation): Benefits suspended during investigation. Reinstated if investigation clears the Vendor; permanently forfeited if breach is confirmed.

Outstanding payout hold: Where a payout hold has been placed on the account for fraud investigation, chargeback dispute, or AML flag, FVP Benefits continue but the 0% commission benefit does not extend to Transactions included in the hold. Hold transactions are resolved at the applicable rate (standard or FVP) based on the outcome of the investigation.

2.13.2 Permanent Forfeiture of FVP Benefits

FVP Benefits are permanently forfeited (with immediate effect and no right of reinstatement) in the following circumstances:

The Vendor's account is terminated for cause pursuant to Section 2.14.

Confirmed material breach of the Good Standing Condition, including: confirmed fraud or payment abuse; confirmed sale of counterfeit or prohibited goods; confirmed sustainability claims misrepresentation (Tier 1 claims); or confirmed sanctions violation.

The Vendor provided materially false or misleading information in their FVP application, including misrepresentation of GMV capacity for tier assignment.

The Vendor voluntarily closes their account during the FVP Term.

Upon FVP benefit forfeiture, standard commission rates apply from the date of forfeiture on all future Transactions. The Vendor transitions to the standard seller subscription plan applicable to their achieved GMV. The Founding Vendor Badge is removed from the storefront upon permanent forfeiture.

2.13.3 Downgrade Provisions

Where a Grove or Canopy Vendor fails to achieve their declared GMV tier commitment by the midpoint of the FVP Term (Month 6), AqNova may initiate a Tier Review. AqNova will contact the Vendor, review actual GMV performance, and may offer a voluntary tier adjustment to Seedling or Grove (as applicable). A voluntary tier downgrade does not result in loss of FVP Benefits; it adjusts the tier-specific benefit entitlements going forward. Forced tier downgrades are not imposed without the Vendor's agreement, except where the tier misrepresentation was material and fraudulent.

2.14.1 Termination by AqNova — For Cause

AqNova may terminate a Founding Vendor's account and FVP participation for cause in accordance with Section 2.2.5.B of the Seller Agreement. Grounds for immediate termination without notice include: confirmed fraud; sanctions violation; DMCA/IP repeat infringement; child safety violations; and conduct posing criminal or regulatory risk to AqNova. For curable violations, AqNova provides written notice and a reasonable opportunity to cure before termination, unless the violation renders the account an immediate risk.

2.14.2 Termination by AqNova — Without Cause

AqNova may terminate a Founding Vendor's account without cause upon 180 days' written notice during the FVP Term. This enhanced notice period reflects AqNova's commitment to Founding Vendors who have made an early commitment to the Platform. Upon expiry of the FVP Term, the standard 90-day without-cause termination notice applies unless the Vendor has transitioned to an Enterprise plan with a negotiated different notice period.

2.14.3 Termination by Vendor

A Founding Vendor may terminate their account and FVP participation at any time by submitting a closure request to vendors@aqnova.co. Account closure takes effect within 10 Business Days after all pending orders have been fulfilled and all outstanding obligations resolved. Voluntary termination during the FVP Term results in forfeiture of FVP Benefits from the date the closure request is submitted. AqNova will not charge an early termination penalty for voluntary FVP departures.

2.14.4 Effects of Termination

Upon termination (by either party, for any reason): AqNova will settle all outstanding payouts net of holds and deductions within 90 days of the termination effective date; provide a data export within 30 days of request; fulfill all buyer orders confirmed prior to termination notification; and retain records as required by applicable law. The Founding Vendor Badge is removed from the storefront upon termination.

2.15.1 Vendor Representations & Warranties

By accepting these FVP Terms, each Founding Vendor represents, warrants, and covenants to AqNova that:

All information provided in the FVP application and during onboarding is accurate, complete, and not misleading in any material respect, including representations about GMV capacity, product categories, and sustainability certifications.

The Vendor holds all licenses, permits, and authorizations required to manufacture, import, export, and sell the products it lists on the Platform in all applicable jurisdictions.

The Vendor's participation in the FVP does not violate any agreement to which the Vendor is a party, including any exclusivity arrangement, franchise agreement, or non-compete obligation.

All sustainability and environmental claims made in product listings are substantiated by current, valid documentation as required by the AqNova Sustainability Standards Policy (Section 5 of the Platform Governance Documents) and applicable green marketing law.

The Vendor will comply with all applicable laws in every jurisdiction where it offers products through the Platform, and will promptly notify AqNova of any change in its legal or regulatory compliance status.

2.15.2 Indemnification

Founding Vendors agree to indemnify, defend, and hold harmless Arivon Holding Corporation, AqNova, and their respective officers, directors, employees, contractors, and agents from and against all third-party claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) any breach of these FVP Terms; (b) any breach of the Platform T&C or Seller Agreement; (c) the Vendor's products, including product liability, mislabeling, or regulatory non-compliance; (d) the Vendor's violation of any applicable law; or (e) the Vendor's infringement of any third-party intellectual property, privacy, or other rights. This indemnification obligation survives termination of the FVP and the Vendor's Platform account.

2.16 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AQNOVA'S TOTAL AGGREGATE LIABILITY TO ANY FOUNDING VENDOR IN CONNECTION WITH THE FOUNDING VENDOR PROGRAM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES THAT WOULD HAVE BEEN PAYABLE BY THE VENDOR IN THE 12 MONTHS PRECEDING THE CLAIM HAD STANDARD COMMISSION RATES APPLIED (I.E., THE ESTIMATED VALUE OF THE 0% COMMISSION BENEFIT RECEIVED); OR (B) USD $1,000.

IN NO EVENT SHALL AQNOVA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, IN CONNECTION WITH THE FOUNDING VENDOR PROGRAM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to AqNova's liability for death or personal injury resulting from AqNova's negligence; for fraud or fraudulent misrepresentation by AqNova; or to the extent prohibited by mandatory consumer or vendor protection law in the Founding Vendor's jurisdiction.

2.17 Dispute Resolution & Governing Law

Disputes arising from or relating to these FVP Terms are subject to the dispute resolution framework set out in Section 2.14 of the Platform Terms & Conditions, which is incorporated herein by reference. The tiered dispute resolution process (informal negotiation → mediation → arbitration) applies, with jurisdiction-specific adaptations as set out in Section 2.14.2 of the Platform T&C.

For EU and UK Founding Vendors, AqNova's P2B Regulation compliance obligations apply in full, including access to AqNova's internal complaint-handling system and designated mediators. EU and UK Founding Vendors may submit P2B complaints to vendors@aqnova.co [Subject: P2B Complaint — FVP Matter].

These FVP Terms are governed by the laws of the State of Delaware, United States, with international consumer and vendor protection carve-outs as described in Section 2.14.4 of the Platform T&C. Mandatory consumer and vendor protection law in the Founding Vendor's jurisdiction of establishment applies and is not displaced by the Delaware choice of law.

2.18 General Provisions

Entire Agreement: These FVP Terms, together with the Platform T&C, Seller Agreement, and any executed Canopy Addendum, constitute the entire agreement between AqNova and the Founding Vendor with respect to the Founding Vendor Program, and supersede all prior representations, negotiations, and understandings.

Amendments: AqNova reserves the right to modify these FVP Terms upon 30 days' written notice (60 days for EU/UK Founding Vendors per P2B Regulation). Continued participation in the FVP after the effective date of any amendment constitutes acceptance of the amended Terms.

Severability: If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force and effect.

No Waiver: AqNova's failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision in the future.

Assignment: Founding Vendors may not assign their FVP participation, benefits, or obligations without AqNova's prior written consent. The FVP is personal to the enrolled Vendor entity and may not be transferred in connection with a business sale, restructuring, or change of control without AqNova's written approval.

Language: These Terms are published in English. Where translations are provided for convenience, the English version governs. Exception: French governs for Quebec, Canada; Portuguese governs for Brazil; Spanish governs for Colombia, Argentina, and Chile — where required by mandatory local law.

Force Majeure: AqNova is not liable for failure to provide FVP Benefits due to events beyond its reasonable control. The FVP Term is not extended for force majeure periods unless AqNova determines, in its sole discretion, that an extension is equitable.

Relationship of Parties: These Terms create a commercial vendor-platform relationship only. Nothing in these Terms creates or implies employment, agency, partnership, joint venture, or franchise between AqNova and any Founding Vendor.

2.19 FVP Contact Information

AqNova Marketplace | Global Legal Footer Framework | Section 2: Founding Vendor Program Terms

© 2026 Arivon Holding Corporation. All rights reserved. Effective April 7, 2026. Version 1.0.

THIS DOCUMENT IS FOR PLATFORM GOVERNANCE PURPOSES AND DOES NOT CONSTITUTE LEGAL ADVICE. CONSULT QUALIFIED LEGAL COUNSEL FOR JURISDICTION-SPECIFIC GUIDANCE.