General Platform Terms and Conditions

Together with its service addendums, these Terms are executed on the Effective Date between Axmed and You. For purposes of this Agreement, Axmed and You will be individually referred to as a "Party" and collectively as the "Parties".

The Axmed Group provides a platform with a mission to accelerate access to quality medicines in Low- and Middle-Income Countries (LMICs) by providing a two-sided marketplace for medicines, and ancillary consulting and wholesaling services, including specialized services through consultants and other service providers engaged by Axmed (the "Axmed Platform").

Axmed provides as part of the Services a software-as-a-service solution in the form of a marketplace and will provide You the Axmed Services and a license to access and use the Axmed Platform, subject to the terms and conditions of this Agreement (including its ancillary service addendums and specific terms of use).

This document and the other documents referenced constitute our house rules or Terms of Use (the "Terms"). These Terms are a legally binding contract between You and the relevant Axmed Group entity corresponding to the specific transaction.

If You are operating on Axmed, the merchant of record for Your specific tender may vary depending on the purchase modality. Where Axmed is directly fulfilling the tender service, the merchant of record is Axmed East Africa Ltd. (unless otherwise indicated in relevant documentation). In all other cases, Axmed will not be a party to the specific tender contract, and the relevant merchant of record will be identified in tender documents.

These Terms set out Your rights and responsibilities when You access and use axmed.com (the "Axmed Platform"), and other services provided by Axmed (collectively our "Services" or "Axmed Services"). When creating Your account, You must agree to the Terms. If You do not agree, You may not create an account or use our Services.

These Terms do not create any agency, partnership, joint venture, employment, or franchisee relationship between You and Axmed.

Axmed's Services connect companies worldwide to facilitate access to medicines. We have prepared additional guides to help You understand specific rules relevant to how You use the Services:

• Rules for Everyone: If You use any of our Services, You agree to these Terms, our Privacy Policy, our Code of Conduct, and our Compliance, Anti Bribery and Anticorruption (ABAC) Policy.
• Specific Terms for Suppliers: If You list items for sale through our Services, these policies apply to You. A "Supplier" means a participant filing supply proposals on the Axmed Platform; You cannot register as both Supplier and Buyer simultaneously.
• Specific Terms for Buyers: If You use our Services to purchase, these policies apply to You. A "Buyer" means a participant filing purchase requests for medicines; You cannot register as both Buyer and Supplier simultaneously.
• Ancillary Services Addendum: Specific terms applying to Your account only, agreed in a separate document between You and Axmed.

In the event of any inconsistency between an Ancillary Services Addendum and these Terms or Specific Terms for Suppliers/Buyers, the Ancillary Services Addendum shall prevail to the extent of such inconsistency.

When purchasing from Suppliers using the Axmed Platform, the specific Dispatch Confirmation and Transaction Summary indicate the fulfillment model and invoicing structure:

• Spark Model: Sale occurs directly between a Supplier (pharmaceutical company) and Buyer. Buyers receive invoices from the Supplier and handle logistics arrangements and importation themselves.
• Ally Model: Sale is fulfilled through selected logistics partners with regulatory authorization in the Buyer's country. Invoicing of goods and ancillary costs happens directly through the logistics partner.
• Omni Model: Sale is fulfilled by an Axmed wholesale subsidiary with transportation provided by selected logistics partners, each with regulatory authorization. Invoicing of goods and ancillary costs happens through Axmed and its local subsidiaries as marketplace facilitator and wholesaler.

In consideration for the provision of the Services and license to access the Axmed Platform, You shall pay the fees identified in Your respective Terms for Suppliers/Buyers or applicable Services Addendum.

You shall pay the full amount invoiced by Axmed, the Supplier, or relevant logistics provider in the manner set forth in the applicable Services Addendum or transaction documentation.

In case of invoice disputes, You will pay all undisputed amounts in compliance with agreed payment terms while both parties exert best efforts to resolve the dispute.

If changes to local laws or regulations increase Axmed's service provision costs, Axmed may adapt Your fees accordingly, limited to the amount of the additional cost imposed.

All fees are exclusive of national, local, and other applicable taxes or charges, which are added as separate line items to invoices.

If You fail to pay any amount due on the due date, Axmed may: (i) terminate Your license and access rights to the Platform; and (ii) assess late interest at 5% yearly rate (or the maximum rate permitted by law, whichever is lower). Axmed is also entitled to recover all collection costs, including investigation costs, attorneys' fees, court costs, and third-party collection agency fees.

Our Privacy Policy details how Your personal data is collected, used, shared, and otherwise processed when You use our Services. By using our Services, You confirm that You have read and taken note of the Privacy Policy.

Axmed and its Affiliates process Supplier and Buyer information and are generally separate and independent data controllers under EU, Swiss, or other local data protection laws. Each party is responsible for the personal data it processes. Do not misuse any of Axmed's users' contact information, respect the Privacy Policy, and obey any instructions Axmed may give regarding data handling.

You must create an account and be accepted by Axmed (at Axmed's sole discretion) to access the Axmed Platform and use some of our Services. Here are key account rules:

• You must be authorized to use our Services. You represent and warrant that You are responsible for any account activity by employees, contractors, or unauthorized third parties. You have power, authority, and legal right to execute and deliver these Terms and any Service Addendum.
• You must provide accurate entity information. It is prohibited to use false information or impersonate another company. Axmed will request documentation to verify Your accuracy, financial solvency, and compliance status; failure may prevent account access.
• Using multiple accounts is prohibited, except for legitimate business needs (e.g., different subsidiaries) which must be explained to and approved by Axmed at its discretion.
• You represent that You have all necessary regulatory authorizations and permits to conduct the sale or purchase of the specific tenders You are participating in.
• You are solely responsible for Your account. If sharing an account with other companies, the person whose financial information is on the account is ultimately responsible for all activity.
• Whoever legitimizes themselves using Your login data is considered authorized to access and use the Axmed Platform without further verification by Axmed. All instructions, orders, and communications received via the Platform are regarded as authorized by the person whose login data was used.
• You must protect Your password. If You suspect Your account or security details have been compromised or become aware of fraud or security incidents (collectively a "Security Breach"), You must notify Axmed immediately at info@axmed.com with accurate information throughout the breach duration and take steps Axmed reasonably requires.
• Axmed is not liable for any damage or interruptions caused by computer viruses, malicious code, phishing, or spoofing attacks. We recommend using reputable virus screening software. SMS and email are vulnerable to spoofing and phishing attacks; always log into your Axmed account through axmed.com to verify any communications.

Responsibility for Your Content

You are solely responsible for Your content, which may include drug names, photos, descriptions, certificates, and regulatory documentation ("Your Content"). You represent that You have all necessary rights and are not infringing third-party rights. You must not publish inappropriate, unlawful, copyright-infringing, or illegal content. You shall not upload content that encourages or facilitates off-platform transactions, which is a serious breach.

Permission to Use Your Content

By sharing Your Content through our Services, You grant Axmed and authorized third parties a non-exclusive, worldwide, royalty-free, irrevocable, assignable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare Your Content in compliance with applicable laws and industry codes. You agree not to assert moral rights or publicity rights against Axmed for using Your Content.

Axmed Intellectual Property

Data generated during Services provision belongs to Axmed and may be used to provide Services to You or other participants. Any data You develop or conceive, solely or with others, through using the Axmed Platform (the "Axmed Foreground IP") vests exclusively in and is owned by Axmed immediately upon creation. If it does not automatically vest under applicable law, You undertake to assign it to Axmed absolutely with full title guarantee. You agree to disclose and assign all Intellectual Property Rights in the Axmed Foreground IP and execute necessary documents to secure legal protections and maintain detailed records.

Axmed owns exclusively all right, title, and interest in the Axmed Platform and all other Axmed materials, including all associated Intellectual Property Rights. Except as specifically stated in these Terms, Axmed does not assign or grant any license, right, title, or interest in the Platform or any Axmed materials.

Reporting Unauthorized Content

Axmed respects intellectual property rights and follows appropriate procedures to remove infringing content. If Your content has been posted without permission, contact legal@axmed.com to discuss removal. If Your content is alleged to infringe another's intellectual property, Axmed may disable it if a valid infringement report is received or terminate Your account if You are a repeat infringer. We will notify You of such actions.

Inappropriate, False, or Misleading Content

You agree not to post inappropriate, unlawful, false, or misleading content or engage in fraudulent or deceptive practices, including offering counterfeit or substandard medicines.

License to Use Our Services

We grant You a limited, non-exclusive, non-sublicenseable, non-transferable, and revocable license to access and use our Services—subject to the Terms, payment of applicable fees during the Term, and the following restrictions:

• You will use the Services in compliance with the Specific Terms applicable to You (e.g., Specific Terms for Suppliers, or Buyers).
• You must not violate any laws, including local, national, and international laws. You are not permitted to use Services if doing so would violate applicable laws and regulations, including those of the UN Security Council, the United States (including SDN lists and comprehensive sanctions), Switzerland, or other federal, state, municipal, or local laws.
• Each Party will comply with U.S., EU, and Swiss export controls, economic sanctions laws, and anti-bribery and anti-corruption laws including those applicable to medicinal products or technology.
• You are responsible for training Your employees involved with this Agreement on anti-bribery and export controls/economic sanctions compliance at Your expense, including provisions of applicable anti-corruption laws and Axmed's ABAC Policy.
• It is Your responsibility to obtain any required permits or licenses for Your products and meet applicable legal requirements unless otherwise indicated by Axmed.
• You may not sell anything violating laws; engage in fraud, theft, anti-competitive conduct, threatening conduct, or other unlawful acts or crimes.
• You agree to comply with all applicable laws in using the Services and that execution and delivery of these Terms and any applicable terms do not violate any law or constitute default under any other agreement.
• The specific purchase terms on each completed tender are outlined in a final scope of work/purchase order, which are final unless a Buyer requests products or terms outside the defined scope, in which case the Supplier is free to fulfill and charge alternative terms.
• You agree not to crawl, scrape, spider, or reverse engineer any part of the Services or obtain source code without express permission.
• You agree not to interfere with or disrupt our Services through viruses, excessive requests, or other harmful computer code.
• The name "Axmed" and other Axmed marks, phrases, logos, and designs (the Axmed Trademarks) are trademarks, service marks, or trade dress of Axmed. You must ask for prior express permission to use them and: spell and capitalize "Axmed" properly; not use Axmed Trademarks in misleading, defamatory, unlawful, or objectionable ways; not use official logos without permission; not suggest an unauthorized relationship with Axmed; not register or use domain names containing "Axmed"; and not mimic Axmed's site look-and-feel. When purchasing keywords or ads to drive traffic to Axmed.com, comply with platform terms including Google Ads and Microsoft Advertising, and ensure ads do not suggest official sponsorship or affiliation.
• Any unsolicited advice or suggestions You submit (excluding Your Content) are considered non-confidential and non-proprietary. You grant Axmed a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such ideas without compensation.
• Axmed may send You certain legal information electronically. By using our Services, You agree to receive information by email instead of paper and that Your digital signature or electronic agreement is equivalent to paper signature, subject to applicable laws.

Termination By You

You may terminate Your account with Axmed at any time. Terminating Your account will not affect availability of some of Your Content posted prior to termination. You must still pay for all services used up to termination and will be contacted by Axmed to facilitate off-boarding and manage any open tenders requiring Your attention.

Termination By Axmed

Axmed may terminate or suspend Your account (and any related accounts) and Your access at any time for any reason. You do not have a contractual or legal right to continue using our Services. Axmed will generally notify You unless You have repeatedly violated our Terms or there are legal or regulatory reasons preventing notification.

Upon termination or expiration of any Service Addendum, it will continue to govern the Parties' rights and obligations regarding services performed prior to termination and any surviving rights and obligations.

If You or Axmed terminate Your account, You may lose all information associated with it, including Your Content.

Service Discontinuation

Axmed reserves the right to change, suspend, or discontinue any Services for You, any users, or all users, at any time for any reason including those laid out in Axmed's policies. Axmed is not liable for effects any changes may have on You, including Your income or revenue generation ability.

The Terms remain in effect even after Your access is terminated or use ends.

Unless explicitly otherwise agreed, Axmed does not manufacture, store, or inspect any items sold through our Services. We provide the venue; items are produced and listed by independent Suppliers, so Axmed cannot and does not make any warranties about their quality, safety, authenticity, or legality, unless legally required. Any legal claim related to an item You purchase must be brought directly against the Seller.

To the extent legally permissible, You fully and irrevocably release Axmed from any claims related to items sold through our Services, including for defective items, misrepresentations by Suppliers, or items causing physical injury (like product liability claims), even if Axmed buys and resells the items, unless the release cannot be excluded by mandatory law.

Axmed is not responsible for accuracy, copyright compliance, or legality of content shared by users. You release Axmed from all liability relating to such content.

Our Services may contain links to third-party websites or services we do not own or control. You may need third-party products or services to use some of our Services (like compatible computer or logistics partners). You access these at Your own risk. Third parties may require You to accept their own terms, which are solely between You and the third party unless otherwise indicated. Axmed is not liable for damages caused by third-party acts or omissions including any Buyer, Supplier, or logistics provider.

AXMED DOES NOT WARRANT OR GUARANTEE AND IS NOT RESPONSIBLE FOR ANY WORK PERFORMED OR SERVICES PROVIDED BY ANY THIRD PARTY, INCLUDING ANY BUYER, SUPPLIER, OR LOGISTICS PROVIDER. AXMED DOES NOT WARRANT NOR GUARANTEE THAT THE AXMED PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA.

EXCEPT FOR (A) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (B) EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS; AND (C) A PARTY'S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, A PARTY'S TOTAL LIABILITY TO THE OTHER PARTY UNDER THESE TERMS OR ANY SERVICE ADDENDUM SHALL NOT EXCEED THE HIGHER OF TWICE THE TOTAL FEES PAID TO AXMED IN THE PREVIOUS TWELVE MONTHS IN RESPECT OF WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.

THE AXMED SERVICES AND AXMED PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS SET OUT IN THESE TERMS, AXMED DOES NOT MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS RELATING TO THE AXMED PLATFORM OR AXMED SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK.

If Axmed gets sued or receives a claim, notice, inquiry, or demand because of something that You did (or failed to do), You agree to defend and indemnify us. That means, without limitation, You will defend, reimburse, compensate, and hold Axmed (including any employees, officers, directors, agents, subsidiaries, and affiliates) harmless from any allegation, claim, demand, lawsuit, loss, liability, or expense of any kind (including reasonable attorneys' fees) that arises from Your actions, Your use (or misuse) of our Services, Your breach of the Terms, items You buy or sell through the Services, and/or Your actual or alleged violation of any law or any third party's rights.

If You find Yourself in a dispute with another user of Axmed's Services or a third party, we encourage You to contact the other party and try to resolve the dispute amicably.

You release Axmed from any claims, demands, and damages arising out of disputes with other users or third parties.

Axmed is based in Basel, Switzerland. If there are claims between You and Axmed, You and Axmed each agree to litigate those claims exclusively in the ordinary courts of the City of Basel, Switzerland, and to submit to the exclusive jurisdiction of those courts.

These Terms shall be governed exclusively by substantive Swiss law, without regard to conflict-of-law rules and to international treaties (such as the United Nations Convention on Contracts for the International Sale of Goods (CISG)).

"Confidential Information" includes any non-public information related to a Party's products, business, and operations, including business plans, financial records, customer and supplier information, strategies, technical knowledge, intellectual property, and any other sensitive business and operational details. It also includes the terms of agreements, related discussions, negotiations, proposals, information acquired during facility tours or visits, and any other non-public information provided under these Terms.

Confidential Information does not include information that was lawfully in the receiving Party's possession before receipt, becomes public through no fault of the receiving Party, is received from a third party without breach of any obligation, is independently developed by the receiving Party, or is disclosed with the disclosing Party's written approval.

The receiving Party must keep Confidential Information confidential, disclose it only to employees, subcontractors, and representatives who need to know it and are under similar confidentiality obligations, use the same care to protect it as their own similar information (but no less than reasonable care), and use it only to fulfill obligations under these Terms. Axmed may use certain Confidential Information to provide services, including marketplace services and generating insights, while anonymizing data to respect confidentiality.

If legally required to disclose Confidential Information, the receiving Party must notify the disclosing Party promptly (unless prohibited by law), assist in seeking protective measures, and limit disclosure to necessary portions as advised by legal counsel.

If unauthorized use or disclosure occurs, the receiving Party must notify the disclosing Party immediately, take actions to minimize impact and prevent further breaches, and acknowledge that breaches may cause irreparable harm entitling the disclosing Party to seek injunctions and other remedies.

Upon request or termination, the receiving Party must return or destroy all copies of Confidential Information. The obligation survives for two years after termination, with trade secrets protected indefinitely.

These Terms, including all policies that make up the Terms, supersede any other agreement between You and Axmed regarding the Services. If any part is found invalid or unenforceable, that part will be limited to the minimum extent necessary and severed so the Terms otherwise remain in full force and effect. Our failure to enforce any part is not a waiver of our right to later enforce that or any other part.

Changes to the Terms

We may update these Terms from time to time, including adding new terms or deleting existing terms. If changes are material, we will notify You in advance by posting changes through the Services and/or sending You an email or message. Your use of the Services after the effective date constitutes Your acceptance. If You do not agree, You may close Your account.

Survival

Termination or expiration of these Terms will not discharge or relieve either Party of any obligations intended to survive, including Confidentiality.

Assignment

You are not entitled to assign Your rights and duties under these Terms or any applicable terms to another party (including affiliates) without Axmed's prior written consent. Any purported assignment in violation of this will be void. No assignment relieves You of previously accrued obligations or ongoing accepted tender processes. These Terms will bind and inure to Your permitted successors and assigns. Axmed is entitled to assign its rights and duties to any affiliated entity without obtaining Your prior written consent.

Non-Exclusivity

These Terms are non-exclusive and nothing prevents either You or Axmed from undertaking similar activities or entering similar agreements with third parties.

Severability

If any provision is held invalid or unenforceable under applicable law, such invalidity will not affect any other provision that can be given effect, and these Terms will be construed as if the invalid provision had not been contained in them.

Remedies Cumulative

The rights and remedies of the Parties under these Terms will be cumulative and in addition to all other rights and remedies available at law and in equity.

Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving Parties. Any waiver shall only be effective for the specific instance and purpose for which given, and shall not be deemed a waiver of any subsequent right or remedy or general waiver of any provision.

No failure, delay, or single or partial exercise of any right or remedy shall be deemed a waiver of that Party's rights to later enforce that provision or any other provision.

Any notice to a Party under these Terms will be deemed served 48 hours after sending through the Axmed Platform or by email to the address of the Party appearing on page one of these Terms or the Services Addendum.

For Axmed: To the address stated on the first page for the Commercial Team, with a copy to the Legal team (legal@axmed.com).

For You: To the address stated in these Terms, including the Services Addendum.