APIXORA Terms of Service

(1) The purpose of these Terms is to set forth the rights, obligations, and responsibilities of the Company and Members in connection with the use of the APIXORA Platform provided by the Company.

(2) The definitions of the terms used in these Terms are as follows.

1. "Platform" or "Service" means APIXORA, the B2B RFQ marketplace for the procurement and supply of active pharmaceutical ingredients (API) operated by the Company, together with all ancillary services provided by the Company in connection therewith.

2. "Member" means a business entity (a corporation or sole proprietor) that has agreed to these Terms and been granted eligibility to use the Service upon the Company's approval, and is classified as either a "Buyer" or a "Supplier" according to its role.

3. "Buyer" means a Member that registers a request for quotation (RFQ) or reviews and receives proposals for the purpose of purchasing active pharmaceutical ingredients.

4. "Supplier" means a Member that submits a proposal (quotation) in response to an RFQ for the purpose of supplying active pharmaceutical ingredients.

5. "RFQ (Request for Quotation)" means a request for quotation registered by a Buyer specifying transaction conditions such as a particular item, quantity, specifications, and delivery date.

6. "Proposal" means the presentation of a quotation and transaction conditions submitted by a Supplier in response to a particular RFQ.

7. "Anonymous Matching" means the procedure by which the Company connects a potential transaction between a Buyer and a Supplier while keeping their respective identities undisclosed to each other.

8. "Service Commission" means the fee received by the Company as consideration for its facilitation and transaction-support services.

(1) The Company holds the status of a facilitator that connects and facilitates transactions between Buyers and Suppliers and provides transaction-support services such as sourcing, messenger interpretation and facilitation, technical-inquiry support, sample coordination, and regulatory (KDMF/MFDS) response support.

(2) The Company is not a party to the sale-and-purchase contracts for active pharmaceutical ingredients and bears no direct rights or obligations regarding the formation, performance, quality, defects, delivery, or settlement of the sale-and-purchase contracts concluded between Members. However, as a party to the transaction-support service agreement it concludes with a Member, the Company bears the rights and obligations relating to the provision of such services and the receipt of the Service Commission.

(3) The standard transaction structure is a three-party, two-contract structure, consisting in principle of one service agreement between the Buyer and the Company and one service agreement between the Supplier and the Company. The Company neither guarantees nor acts as an agent for the sale-and-purchase contracts between Members.

(4) The Company does not guarantee the accuracy, legality, or currency of the information provided by Members, and may provide mediation or support within a reasonable scope with respect to disputes between Members but bears no responsibility for the outcome thereof.

(1) A person wishing to use the Service shall apply for membership registration by submitting its business information and the required materials in the form prescribed by the Company and agreeing to these Terms.

(2) The Company shall review the contents of the application and decide whether to grant approval, and may refuse or withhold approval in any of the following cases.

1. Where the submitted information is false or contains omissions or errors

2. Where the requirements for business registration or for licenses and permits are not satisfied

3. Where the applicant has previously violated these Terms or the relevant laws

4. Where approval is otherwise deemed inappropriate under the Company's operating policies

(3) With respect to Supplier Members, the Company may conduct verification procedures regarding business eligibility, manufacturing and supply capability, regulatory-response qualifications, and the like, and Members shall faithfully cooperate in submitting and updating the materials necessary for such verification.

(4) The Company's verification means confirmation, within a reasonable scope, based on the materials submitted by the Member, and does not constitute the Company's guarantee of all of the Supplier's quality, regulatory, or performance capabilities.

(5) Where there is any change to its Member information, the Member shall update such information without delay, and any disadvantage arising from a delay in updating shall be borne by the Member.

(1) The Company adopts, as a default, an Anonymous Matching method that connects RFQs and Proposals while keeping the identities of the Buyer and the Supplier mutually undisclosed.

(2) A Member's identifying information, such as its trade name and contact details, shall be disclosed to the other party only at the point in time when both parties have agreed to proceed with the transaction and have consented to the disclosure of identity.

(3) A Member shall not, prior to the disclosure of identity, infer or identify the other party's identity or attempt to circumvent such confidentiality to make direct contact.

(4) The Company may take reasonable technical and operational measures, such as messenger facilitation, interpretation, and information masking, in order to ensure the fairness of Anonymous Matching and the protection of information.

(5) Even after the disclosure of identity, a Member shall not use the other party's information that it has come to know for any purpose other than the performance of the relevant transaction, nor provide such information to any third party.

(1) The Company receives a Service Commission as consideration for its facilitation and transaction-support services.

(2) The Service Commission is charged on a per-project (per-transaction) basis, and its specific calculation criteria and rate are individually notified, in the course of the transaction, to the party involved in the relevant transaction.

(3) A Member shall proceed with a transaction after being notified of, and consenting to, the conditions of the Service Commission, and shall bear the obligation to pay the commission so consented to.

(4) The timing and method of billing and settlement of the Service Commission shall be governed by the service agreement between the Company and the Member or by a settlement policy separately established by the Company.

(5) A Member shall not, for the purpose of evading the Service Commission, conceal or understate transaction information or falsely report the fact of a transaction.

(1) With respect to a counterparty or transaction opportunity that it has come to know through the Company's Platform, a Member shall not, for the purpose of evading the Company's Service Commission or excluding the Company, conclude or proceed with a transaction by circumventing the Company, whether directly or through a third party (the "Non-Circumvention Obligation").

(2) The Non-Circumvention Obligation applies from the point in time at which the Member becomes aware of a particular counterparty or transaction opportunity through the Platform, and survives even after the Member's withdrawal or the termination of the use agreement, for the period separately established by the Company or stipulated in the service agreement.

(3) Where a Member breaches the Non-Circumvention Obligation, the Company may claim an amount equivalent to the Service Commission corresponding to the relevant transaction as well as compensation for the damages arising therefrom, and may take measures such as suspension of use or termination of the use agreement.

(4) A Member shall bear the duty to cooperate by notifying the Company upon becoming aware of any attempted circumvention or circumventing transaction.

(1) All intellectual property rights in the software, matching and transaction-support methods, screen layouts, trademarks and logos, content, and databases produced and provided by the Company in connection with the Platform and the Service shall belong to the Company or to the rightful right-holder.

(2) Patent applications are pending with respect to certain core technologies and transaction-support methods of the Platform provided by the Company.

(3) A Member shall not, without the Company's prior written consent, reproduce, distribute, reverse-engineer, or modify the components of the Platform and the Service, or use them for commercial purposes.

(4) The rights to information posted or provided by a Member in the course of using the Service belong to that Member, and the Company may use such information to the extent necessary for the operation and improvement of the Service and for transaction support.

(5) A Member shall not post or use in transactions any materials that infringe the intellectual property rights of any third party, and any dispute and liability arising therefrom shall be borne by that Member.

(1) A Member shall comply with these Terms, the relevant laws, and the Company's operating policies, and shall provide accurate and truthful information in connection with transactions.

(2) A Member shall not engage in any of the following acts.

1. Registering false or exaggerated information, or misappropriating another person's information

2. Circumventing the identity-disclosure procedure under Article 4 or undermining the fairness of Anonymous Matching

3. Breaching the Non-Circumvention Obligation under Article 6

4. Concealing or distorting transaction information in order to evade the Service Commission

5. Attempting any transaction that violates the import/export, licensing, or regulatory requirements under the relevant laws

6. Interfering with the operation of the Platform or accessing the system without authorization

7. Infringing the rights, reputation, or credit of the Company or other Members

8. Any other act that violates the laws or these Terms or that is contrary to public order and good morals

(3) A Member bears the primary responsibility for the legality of transactions and for compliance with licensing and regulatory requirements, and the Company's support does not substitute for such responsibility.

(1) As a facilitator, the Company merely provides transaction-support services and bears no responsibility for the formation, performance, quality, defects, delivery dates, settlement, or outcome of the sale-and-purchase contracts concluded between Members.

(2) The Company bears no responsibility where it is unable to provide the Service due to causes beyond its reasonable control, such as acts of God, war, power outages, communication failures, or the unlawful acts of third parties.

(3) The Company does not guarantee the accuracy, completeness, or legality of the information provided by Members, or the supply capability or regulatory qualifications of a Supplier, and bears no responsibility for a Member's judgments and transaction outcomes based thereon.

(4) The Company's liability to a Member shall, to the extent permitted by the relevant laws, be limited to direct damages, and the Company shall bear no responsibility for indirect, incidental, or special damages or for lost profits.

(5) The limitations of liability under this Article shall not apply in the case of the Company's intent or gross negligence.

(1) A Member may at any time apply for termination of the use agreement (membership withdrawal) in accordance with the procedures established by the Company. However, where there is an ongoing transaction or an unsettled Service Commission, the relevant obligations shall survive even after termination.

(2) The Company may, upon prior notice (which in urgent cases may be replaced by subsequent notice), restrict or suspend a Member's use of the Service or terminate the use agreement where the Member falls under any of the following.

1. Where the Member has violated these Terms or the relevant laws

2. Where the Member has violated the Non-Circumvention Obligation or the identity-disclosure procedure

3. Where the Member has provided false information or used the Service by fraudulent means

4. Where the Member has caused damage to the Company or other Members or has undermined the trust in the Platform

(3) Notwithstanding the termination of the use agreement, the provisions of Article 6 (Prohibition of Circumvention), Article 7 (Intellectual Property Rights), Article 9 (Disclaimer and Limitation of Liability), Article 12 (Governing Law and Dispute Resolution), and those concerning confidentiality shall continue to be effective to the extent that their survival is required by their nature.

(4) Even where damage is incurred by a Member as a result of suspension of use or termination, the Company shall bear no responsibility therefor where it is attributable to the Member's fault.

(1) The Company may amend these Terms to the extent that it does not violate the relevant laws.

(2) Where the Company amends these Terms, it shall specify the contents of the amendment and the effective date and shall give notice, via an announcement on the Platform or through the contact details registered by the Member, from 7 days prior to the effective date (or 30 days prior in the case of an amendment unfavorable to Members).

(3) Where a Member does not expressly indicate its intention to refuse by the effective date of the amended Terms, the Member shall be deemed to have agreed to the amendment.

(4) Where a Member does not agree to the amended Terms, it may terminate the use agreement, and where it continues to use the Service after the effective date of the amended Terms, it shall be deemed to have agreed to the amendment.

(1) The governing law for these Terms and for the relationship between the Company and Members shall be the law of the Republic of Korea.

(2) With respect to any dispute arising in connection with these Terms or the use of the Service, the parties shall first endeavor to resolve it amicably through good-faith consultation.

(3) Any dispute not resolved by consultation shall be finally resolved by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The seat of arbitration shall be Seoul, Republic of Korea, and the language of the arbitration shall be English.

(4) The arbitration agreement under this Article shall be effective independently of the validity of the other provisions of these Terms.

(1) The authoritative version of these Terms shall be the Korean-language version.

(2) Where these Terms are provided in translation into another language, the translation is for the Member's reference and convenience only.

(3) In the event of any conflict between the Korean-language version and a translation, the Korean-language version shall prevail.

(1) These Terms shall take effect on June 17, 2026.

(2) Matters not provided for in these Terms, and the interpretation thereof, shall be governed by the relevant laws, the Company's operating policies, and transaction practices.

(3) The operator of the Service and the point of contact regarding these Terms are as follows.

- Operator: Cell TheraOn

- Service Name: APIXORA

- Email: contact@apixora.com