Seller Agreement & Vendor Terms

AQNOVA MARKETPLACE

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Comprehensive Compliance & Platform Governance Reference

SELLER AGREEMENT & VENDOR TERMS

Master Agreement Governing All Vendor Relationships on the AqNova Platform

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

This Seller Agreement & Vendor Terms ("Vendor Agreement," "Agreement," or "this document") governs the complete relationship between AqNova Marketplace, operated by Arivon Holding Corporation ("AqNova," "we," "us," "our"), and any individual, sole trader, partnership, corporation, cooperative, or other legal entity ("Vendor," "Seller," "you," "your") that registers to sell products through the Platform.

This Agreement is a supplemental agreement to the Platform Terms & Conditions (Section 2) and is incorporated therein. In the event of a conflict between this Agreement and the Platform Terms & Conditions on vendor-specific matters, this Agreement governs. On all other matters, the Platform Terms & Conditions apply. Vendors are also subject to the Buyer Terms & Protection Policy (Section 2.1) to the extent it creates obligations on Vendors in relation to buyers.

A. Eligibility Requirements

To register as a Vendor on the AqNova Platform, applicants must meet all of the following eligibility requirements at the time of application and on a continuing basis throughout the term of this Agreement:

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

Business legitimacy: Applicants must be engaged in a legitimate commercial activity and must not be operating an enterprise that is illegal under the laws of their jurisdiction of establishment, AqNova's jurisdiction, or the jurisdiction(s) of their intended customers.

Product eligibility: At least one product category the Vendor intends to sell must fall within AqNova's permitted product categories — specifically sustainable, organic, eco-friendly, clean energy, or ethically sourced consumer goods, or adjacent categories approved by AqNova.

Compliance standing: Applicants must not be subject to active debarment, sanctions designations, or exclusion orders under any applicable law that would prohibit them from engaging in commercial transactions (see Section 2.2.1.D).

Account integrity: Applicants must not have been previously permanently banned from the Platform under a prior account.

Banking capacity: Applicants must have access to a valid bank account or approved payment instrument capable of receiving disbursements in accordance with Section 2.2.3.

B. 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:

C. Identity Verification & Required Documentation

All Vendors are required to complete identity verification and Know Your Customer (KYC) procedures prior to account activation and upon any significant account change. The required documentation varies by vendor type:

AqNova processes verification documents in compliance with applicable data protection law, including GDPR, UK GDPR, CCPA/CPRA, PIPEDA, LGPD, and equivalent national frameworks. Document data is used solely for verification, fraud prevention, and regulatory compliance purposes and is handled in accordance with the AqNova Privacy Policy (Section 3).

D. Sanctions Screening & Ongoing Compliance

AqNova conducts sanctions and compliance screening of all vendor applicants against the following lists and databases prior to account activation, and on a periodic ongoing basis throughout the term of this Agreement:

OFAC Specially Designated Nationals (SDN) 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), His Majesty's Treasury.

World Bank Debarred and Cross-Debarred Parties List.

BIS Denied Persons, Entity List, and Unverified List — US Department of Commerce.

Nigerian Terrorism (Prevention and Prohibition) Act designated entities list (for Nigeria-based vendors).

Equivalent national sanctions and debarment lists in all jurisdictions where AqNova operates.

Vendors have an ongoing obligation to notify AqNova immediately at compliance@aqnova.co if they become subject to sanctions designation, debarment, or any legal order prohibiting commercial activity. AqNova may suspend or terminate a vendor account immediately upon discovering any sanctions match, without prior notice, and is not required to disclose the specific basis for such action where prohibited by applicable law.

E. Vendor Representations & Warranties at Onboarding

By completing the onboarding process, each Vendor represents, warrants, and covenants to AqNova that:

All information provided during registration and throughout the term of this Agreement is accurate, complete, and not misleading in any material respect.

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

The Vendor's participation on the Platform will not violate any agreement to which the Vendor is a party, including any exclusivity arrangements, non-compete agreements, or franchise agreements.

The Vendor is the lawful owner of, or is authorized to sell, all products it lists on the Platform, and no third party holds an adverse claim to such products.

The Vendor has implemented and maintains adequate compliance policies and procedures to ensure ongoing compliance with all applicable laws relevant to its Platform activities.

The Vendor will promptly notify AqNova of any material change to its legal or regulatory status, ownership structure, or compliance standing that may affect its eligibility to participate on the Platform.

A. General Listing Accuracy Standards

Every product listed on the AqNova Platform must comply with AqNova's listing standards, which reflect both Platform policy requirements and applicable legal obligations in the jurisdictions where products are sold. Vendors are solely responsible for the accuracy, completeness, and legality of all listing content they submit.

Each product listing must contain, at minimum:

Product title that accurately identifies the product without keyword stuffing, misleading descriptors, or competitor brand references.

Full product description covering: materials and composition; dimensions and weight; country of manufacture; applicable certifications or quality standards; 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 a clear disclosure that additional charges (customs duties, VAT, GST) may apply on delivery.

Stock availability status: Vendors may not maintain listings for products that are permanently out of stock. Listings must be updated within 24 hours of stock depletion.

Shipping details: available shipping methods, estimated delivery timeframes, and geographic restrictions, including any countries or territories to which the product cannot be shipped.

Return and refund policy: clearly stated, compliant with Platform minimums (Section 2.1.5.B), and not less favorable than mandatory law requirements 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.

B. Prohibited Listing Practices

The following listing practices are strictly prohibited and constitute a material breach of this Agreement:

Keyword stuffing or inclusion of competitor brand names, trademarked terms, or unrelated search terms in titles or descriptions to manipulate search results.

Price manipulation: listing artificially inflated "original" prices to create a false impression of discount.

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

Listing products that are prohibited under AqNova's Prohibited Products Policy (published at [aqnova.co/legal/prohibited-products]).

Listing counterfeit, infringing, or misrepresented goods, including items falsely claimed to be certified, organic, sustainable, or Fair Trade.

Bait-and-switch listings: listing one product while intending to fulfill with a materially different or inferior product.

Listing products on behalf of a third party without written authorization from that third party and disclosure to AqNova.

Misrepresenting country of origin or manufacturer identity.

C. Sustainability Claims — Substantiation Requirements

AqNova is a curated marketplace for sustainable, organic, and eco-friendly products. The integrity of sustainability claims is fundamental to the Platform's value proposition and to Buyer trust. Vendors making any sustainability-related claim — whether in product titles, descriptions, images, or marketing copy — must comply with the following substantiation requirements.

Jurisdiction-Specific Green Claims Compliance

Vendors making sustainability claims must comply with applicable green marketing regulations in every jurisdiction where their products are sold:

Vendors who are found to have made false, misleading, or unsubstantiated sustainability claims are in material breach of this Agreement. AqNova reserves the right to remove non-compliant listings immediately, require corrective action, and disclose compliance failures to applicable regulatory authorities where required by law.

D. Product Image Requirements

All product images submitted by Vendors must comply with the following standards:

Primary image: minimum 1000 x 1000 pixels; product displayed on a clean white or neutral background; product must fill at least 85% of the image frame; no text overlays, watermarks, or promotional banners on the primary image.

Additional images: may include lifestyle shots, detail images, packaging, certifications, and scale references; must accurately represent the product being sold.

Image accuracy: all images must accurately depict the exact product being sold; no stock images for products not yet manufactured unless pre-order status is clearly disclosed.

Intellectual property: Vendors may only submit images they own, have licensed, or have the right to use commercially. Images containing third-party trademarks, brand assets, or copyrighted material require written authorization.

Prohibited image content: images containing nudity, offensive content, competitor brand watermarks, or misleading visual representations are prohibited.

Video content: product videos are encouraged and must meet the same accuracy and IP standards as images; videos may not contain unsolicited audio, autoplay music, or misleading demonstrations.

E. Pre-Listing Compliance Review

AqNova conducts a compliance review of all first listings submitted by new Vendors and reserves the right to review any listing at any time. AqNova may: (a) approve a listing for immediate publication; (b) request revisions with specific guidance before approval; (c) reject a listing with written explanation; or (d) escalate a listing for enhanced review where a complex compliance question arises.

Automated listing screening tools are deployed to identify potential violations of listing standards, prohibited products, IP conflicts, and sustainability claim issues. Automated flags trigger manual review by AqNova's compliance team. Vendors who disagree with a listing rejection may appeal to listings@aqnova.co within 14 days of the rejection notice.

A. Platform Fee Structure

AqNova charges Vendors Platform Fees in accordance with the current fee schedule. The fee structure consists of three components: (1) a transaction commission applied to each completed sale; (2) a monthly or annual seller subscription plan fee; and (3) optional value-added service fees for enhanced features.

B. Seller Subscription Plans

Vendors select a seller subscription plan at onboarding. The current plan tiers are:

Subscription plans are billed monthly or annually (annual plans are discounted as published in the fee schedule). Plan changes take effect at the start of the next billing cycle. Downgrades from Premium or Enterprise to Pay-As-You-Grow are subject to a 30-day notice period. AqNova reserves the right to modify plan pricing with 30 days' advance notice.

C. Gross Merchandise Value (GMV) Calculation

For each completed Transaction, the GMV — the basis for commission calculation — is defined as:

D. Payout Schedule

Vendor payouts are processed according to the following schedule, subject to applicable holds, reserves, and verification requirements:

E. Payment Holds & Reserves

AqNova reserves the right to hold or withhold vendor payouts in the following circumstances, each of which constitutes a legitimate operational or legal basis for the hold:

Active dispute, chargeback, or Buyer Protection claim relating to a transaction included in the pending payout.

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

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

Vendor account in a suspension or termination proceeding.

Outstanding debts owed by the Vendor to AqNova, including unpaid subscription fees, promotional credits, or previously over-paid amounts.

New vendor account maturity hold (21 days, first payout only).

High return rate: Vendors with a return rate exceeding 15% in any rolling 30-day period may have up to 30% of their pending payouts held in reserve until the return rate normalizes.

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 the Vendor with a written status update and an anticipated timeline for resolution. AqNova does not earn interest on held funds and does not share any interest earned on pooled vendor settlement accounts with individual Vendors, except as required by applicable law.

F. Currency, FX & International Payouts

The Platform supports multi-currency transactions. The following disclosures apply to all cross-currency and international payout arrangements:

Transaction currency: Buyers pay in the currency displayed at checkout, which is determined by the buyer's location and Platform settings. Vendors may opt to display prices in multiple currencies, subject to Platform tooling.

Settlement currency: Vendors receive payouts in their designated settlement currency, as specified in their payout settings. Available settlement currencies are published at [aqnova.co/payout-currencies].

FX conversion: Where conversion is required between transaction currency and settlement currency, AqNova applies the exchange rate provided by its Payment Processor at the time of settlement. AqNova does not guarantee any specific exchange rate and is not liable for exchange rate fluctuations between order placement and payout settlement.

FX margin: A currency conversion margin may be included in the applied exchange rate. The applicable margin is disclosed in the fee schedule at [aqnova.co/fees].

International wire fees: International bank wire transfer fees charged by correspondent banks are deducted from the payout amount and are the Vendor's responsibility. AqNova will display the estimated net payout amount in the Vendor dashboard prior to each settlement.

Cryptocurrency payouts: Where supported and elected by the Vendor, cryptocurrency payouts are processed at the spot rate at the time of settlement. Cryptocurrency payout availability may be subject to local regulatory restrictions.

G. Tax Documentation & Reporting

AqNova will issue applicable tax information reporting documents to Vendors as required by law. Vendors are responsible for providing accurate taxpayer identification information and updating it promptly upon any change. Failure to provide required tax information may result in withholding of payouts at the applicable statutory withholding rate until compliant information is received.

A. Vendor Tax Obligations

Vendors are solely and exclusively responsible for all tax obligations arising from their sales activities on the Platform that are not expressly assumed by AqNova under marketplace facilitator or deemed supplier rules. These include, without limitation:

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

Sales tax, VAT, GST, or equivalent consumption taxes on transactions not covered by AqNova's marketplace facilitator obligations (see Section 2.10 of the Platform T&C).

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

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

Any state, provincial, or municipal business taxes, license 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.

Vendors acknowledge that AqNova's assumption of marketplace facilitator tax collection obligations (where applicable) does not relieve Vendors of their independent tax obligations, including income tax filings, VAT registration in jurisdictions where required, and compliance with applicable tax treaties.

B. VAT & GST Registration Requirements

Vendors selling into jurisdictions with registration thresholds for VAT, GST, or equivalent taxes bear sole responsibility for monitoring whether their sales volume triggers a registration obligation. The following key thresholds are provided for reference only — Vendors must verify current thresholds with their tax advisors, as these are subject to legislative change:

C. Customs & Import Duty Obligations

For cross-border shipments, Vendors are responsible for:

Accurate customs declaration: Vendors must provide accurate, complete, and truthful customs declarations for all international shipments, including correct HS (Harmonized System) tariff codes, accurate declared values (commercial invoice value), and accurate description of goods. Deliberate undervaluation or misdescription of goods for customs purposes is illegal in all jurisdictions and constitutes a material breach of this Agreement.

Commercial invoice: Vendors must provide a commercial invoice compliant with the requirements of the destination country's customs authority for all international shipments above applicable de minimis thresholds.

Import duty disclosure: Where the Buyer bears responsibility for import duties (DDU/DAP terms), Vendors must clearly disclose this in the product listing and at checkout. Where the Vendor offers Delivered Duty Paid (DDP) terms, the Vendor is responsible for all import duties and must hold the requisite import licenses and fiscal representations.

Restricted goods: Vendors are responsible for identifying and disclosing any import restrictions, controlled goods status, or permit requirements applicable to their products in destination countries.

Country of origin marking: Products must be correctly marked with country of origin as required by applicable customs and consumer protection law (including US Customs and Border Protection requirements, EU origin labeling regulations, and equivalent national requirements).

D. Export Control & Trade Compliance

Vendors must comply with all applicable export control laws and regulations in their jurisdiction of establishment and in any other jurisdiction that asserts jurisdiction over their exports. The following frameworks are particularly relevant:

United States: Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774); International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130); OFAC trade sanctions. Vendors must screen all orders against denied party lists and ensure no export-controlled products are shipped without required licenses.

European Union: EU Dual-Use Regulation (EU 2021/821); Common Foreign and Security Policy (CFSP) export restrictions; country-specific trade measures.

United Kingdom: Export Control Order 2008; Strategic Export Licensing requirements administered by the Export Control Joint Unit (ECJU).

Canada: Export and Import Permits Act (R.S.C. 1985, c. E-19); applicable Area Control List and Export Control List compliance.

Nigeria: Nigerian Export-Import Bank (NEXIM) compliance; National Agency for Food and Drug Administration and Control (NAFDAC) export authorization for regulated products; Standards Organisation of Nigeria (SON) export standards.

Brazil: SISCOMEX (Sistema Integrado de Comércio Exterior) registration for exporters; ANVISA authorization for health-regulated export goods; MAPA authorization for agricultural exports.

India: Foreign Trade Policy (FTP 2023); DGFT (Directorate General of Foreign Trade) registration; FSSAI export authorization for food products; BIS export compliance for BIS-certified products.

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 is not responsible for Vendor violations of export control law. Vendors who are found to have exported controlled goods without required licenses will be immediately suspended and reported to applicable authorities.

E. Product-Specific Regulatory Compliance

In addition to general customs and export compliance, Vendors selling products in regulated categories must comply with all applicable product-specific regulatory frameworks. The following non-exhaustive examples apply:

A. Term of Agreement

This Agreement commences on the date the Vendor completes onboarding and AqNova activates the Vendor account, and continues on a rolling month-to-month basis unless terminated earlier in accordance with this Section 2.2.5. For Vendors on annual subscription plans, the Agreement runs for successive annual periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current annual period.

B. Termination by AqNova — For Cause

AqNova may terminate this Agreement and the Vendor's account for cause in the following circumstances, subject to the notice requirements set out below:

C. Termination by AqNova — Without Cause

AqNova may terminate this Agreement without cause upon 90 days' written notice to the Vendor, except for Vendors on the Founding Vendor Program (see Section 2.2.6), who are entitled to a 180-day notice period for without-cause termination during the Founding Vendor Program term.

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, chargebacks, and reserves within the standard payout cycle following the termination effective date; and (b) provision of a data export within 30 days.

D. Termination by Vendor

Vendors may terminate this Agreement by providing 30 days' written notice to vendors@aqnova.co. Vendor 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 portion of the annual subscription fee, except where termination is due to AqNova's material breach of this Agreement.

E. EU & UK Platform-to-Business Compliance

For Vendors established in or supplying to buyers in the European Union, AqNova's termination and suspension practices comply with the requirements of EU Platform-to-Business Regulation (EU 2019/1150) and equivalent UK legislation, including: a minimum 30-day advance notice for termination (with stated exceptions for illegal content, security concerns, sanctions, or repeated serious violations); a written statement of reasons for any restriction, suspension, or termination; access to AqNova's internal complaint-handling system; and access to designated external mediators for unresolved complaints. The P2B complaint portal is accessible at vendors@aqnova.co [Subject: P2B Complaint].

F. Effects of Suspension

During a period of account suspension, the following consequences apply:

All active product listings are hidden from the Platform and are not accessible to Buyers.

New orders cannot be placed for the Vendor's products.

Pending payouts are placed on hold, subject to the relevant hold provisions in Section 2.2.3.E.

The Vendor retains access to their account dashboard to respond to AqNova's investigation requests, manage existing orders, and submit compliance documentation.

Existing orders that were confirmed prior to suspension must be fulfilled by the Vendor in accordance with the order terms. Failure to fulfill confirmed orders during suspension is a separate policy violation.

G. Effects of Termination — Inventory, Data & Final Settlement

Upon termination of this Agreement (by either party, for any reason), the following provisions apply:

H. Vendor Performance Standards

Vendors are expected to maintain the following minimum performance metrics on an ongoing basis. Consistent failure to meet these standards is grounds for listing restriction, account suspension, or termination:

2.2.6 Founding Vendor Program — Early-Access Terms & Conditions

The AqNova Founding Vendor Program ("FVP" or "Founding Vendor Program") is AqNova's early-access initiative offering qualifying vendors preferential terms in exchange for their commitment to the Platform during its launch and growth phase. Participation in the FVP is subject to the eligibility requirements and terms set out in this Section and in any separate Founding Vendor Program Agreement executed between AqNova and the applicable Vendor.

A. Founding Vendor Tier Structure

Upon expiry of the FVP 12-month term, Vendors automatically transition to the standard seller subscription plan most closely aligned to their achieved GMV tier, unless an alternative arrangement is agreed in writing. Commission rates revert to standard Platform rates at the commencement of Year 2.

B. FVP Eligibility Requirements

To qualify for the Founding Vendor Program, applicants must:

Complete the standard vendor onboarding process (Section 2.2.1) and receive account activation prior to the FVP application closing date.

Operate in a product category that aligns with AqNova's sustainable, organic, or eco-friendly marketplace positioning.

Have at least one active product listing approved and live on the Platform.

Have not previously held an account on the Platform that was terminated for cause.

For Seedling tier: no minimum GMV history required; suitable for new and emerging brands.

For Grove tier: demonstrated capacity or history of annual GMV in the USD $50,001–$250,000 range, evidenced by prior sales records, purchase orders, or inventory commitment.

For Canopy tier: demonstrated capacity or history of annual GMV above USD $250,000; subject to enhanced due diligence review and executed Canopy addendum.

C. FVP Activation Conditions — Dual-Trigger Model

FVP benefits are activated and maintained subject to the following dual-trigger activation conditions. Both conditions must be met at all times for the Vendor to retain FVP benefits:

D. FVP Commission-Free Period — Conditions & Limitations

The 0% commission benefit applicable during the FVP Year 1 term applies to all completed, non-refunded Transactions processed through the Platform during the FVP term. The following conditions and limitations apply:

The 0% commission applies to Transaction commissions only. Payment processing fees charged by third-party Payment Processors are passed through to the Vendor at cost and are not waived.

The 0% commission does not apply to optional premium listing enhancement fees, promoted placement fees, or other value-added service fees elected by the Vendor.

The 0% commission does not apply to Transactions that are subsequently refunded or charged back. Where a Transaction previously treated as commission-free is later refunded, AqNova will not retroactively charge commission on that Transaction.

The 0% commission benefit applies only to Transactions completed during the FVP term. Transactions initiated during the FVP term but confirmed after its expiry are subject to standard commission rates.

AqNova reserves the right to audit FVP Transactions and to retroactively apply standard commission rates to Transactions that were incorrectly classified as FVP-eligible due to Vendor misrepresentation.

E. FVP Termination & Forfeiture

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

The Vendor's account is terminated for cause pursuant to Section 2.2.5.B.

The Vendor is found to have provided false or misleading information in their FVP application.

The Vendor fails to cure a breach of the dual-trigger activation conditions within the applicable grace period.

The Vendor voluntarily closes their account during the FVP term (benefits forfeited from the date of closure request).

FVP forfeiture does not affect the Vendor's right to receive payouts for Transactions completed prior to forfeiture, subject to applicable holds and deductions. Upon FVP forfeiture, standard commission rates apply from the date of forfeiture on all future Transactions, and the Vendor transitions to the standard seller subscription plan.

F. Relationship to Vendor Referral Partner Program

Vendors who are also participants in the AqNova Vendor Referral Partner Program (VRPP) may accumulate referral commissions under the VRPP independently of their FVP commission-free benefit. VRPP referral commissions are calculated on the referred Vendor's Platform activity and are not affected by the referring Vendor's own FVP status. For full VRPP terms, see the AqNova Vendor Referral Partner Program Agreement.

2.2.7 Vendor Support & Contact Information

AqNova Marketplace | Global Legal Footer Framework | Section 2.2: Seller Agreement & Vendor Terms

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

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