Terms and Conditions

Effective Date: March 15, 2026 | Version 1.0

Welcome to ExuraBio!

These terms and conditions outline the rules and regulations for the use of ExuraBio, LLC's Website, located at https://www.exurabio.com.

IMPORTANT: Please read these Terms of Service carefully before using the ExuraBio platform. By accessing or using the platform, you agree to be bound by these Terms.

Overview and Acceptance

These Platform Terms of Service ("Terms") govern your access to and use of the ExuraBio Life Science Surplus Materials Exchange and related services (the "Platform") operated by ExuraBio, LLC ("ExuraBio," "we," "us," or "our"), a limited liability company organized under the laws of the State of North Carolina. The Platform connects life science and biopharmaceutical organizations holding surplus laboratory and bioprocessing materials with buyers who need them. ExuraBio does not take physical possession of products, act as a distributor or broker, or hold inventory.

By registering for an account, accessing, or using the Platform in any manner, you ("User") agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization, and these Terms apply to it.

Facilitator Role — No Title Transfer

Key Principle: ExuraBio acts solely as a marketplace facilitator. ExuraBio does not buy, sell, take title to, or take possession of any products listed or transacted on the Platform.

ExuraBio provides the technology infrastructure, listing tools, matching services, deal communication systems, and documentation support that enable independent third-party sellers ("Sellers") and buyers ("Buyers") to discover, negotiate, and complete transactions. At no point does ExuraBio:

• Take legal title to, or ownership interest in, any surplus laboratory materials, process chemicals, reagents, instruments, equipment, or other items listed on the Platform;

• Serve as the merchant, vendor, distributor, or reseller of any listed products;

• Exercise physical possession or control over any product before, during, or after a transaction;

• Make representations or warranties regarding the accuracy of Seller-provided product descriptions, specifications, or certifications;

• Act as an agent, broker, partner, joint venturer, fiduciary, or other representative of any Seller or Buyer, or otherwise have authority to bind any Seller or Buyer, except as expressly stated in these Terms.

All sales contracts and any related purchase orders, invoices, shipping arrangements, and other transaction documents are solely between the Buyer and the Seller, and ExuraBio is not a party to any such transaction. ExuraBio's role is limited to facilitating connections between Users, supporting deal communications, and generating or supporting transaction-related records through the Platform.

Transaction Flow and Platform Fee

Transactions on the Platform generally follow the following process: (1) the Seller creates a verified listing with product documentation; (2) Buyers search and discover listings through the Platform; (3) Buyers submit inquiries or purchase intent through ExuraBio's messaging system; (4) Buyers and Sellers negotiate final price and terms using ExuraBio's deal communication tools; (5) both parties confirm deal terms through the Platform, and ExuraBio may generate a transaction record and related documentation through the Platform; (6) the Buyer pays the Seller directly and the Seller ships directly to the Buyer. ExuraBio is not a party to the payment or shipment; (7) ExuraBio invoices the Seller a platform facilitation fee upon deal confirmation; and (8) the Buyer confirms receipt and both parties complete transaction ratings.

Platform Fee: ExuraBio's facilitation fee is charged to the Seller only and is based on the confirmed deal value: 8–12% for transactions under $50,000; 5–8% for transactions between $50,000 and $200,000; and 3–5% for transactions above $200,000. Current fee schedules are published in the Platform's Fee Schedule, which ExuraBio may update with fourteen (14) days' advance notice.

ExuraBio does not process, hold, or transfer payments between Buyers and Sellers. All payment terms, methods, and timing are agreed directly between the transacting parties. ExuraBio bears no responsibility for payment disputes, non-payment, payment fraud, chargebacks, credits, refunds, or collection matters between Users.

Platform Data and Market Intelligence

By using the Platform, you acknowledge and agree that ExuraBio may compile, analyze, and commercialize aggregated, fully anonymized transaction data — including pricing trends, category volumes, market demand patterns, and surplus material recovery rates — as a proprietary market intelligence product. No such data will identify any individual User, organization, or specific transaction. This market intelligence product is a core part of ExuraBio's business. ExuraBio’s use of anonymized aggregate data in this manner is intended not to identify any individual User, organization, or specific transaction and will be handled in a manner designed to avoid constituting personal information under applicable privacy law.

No Product Warranty

Disclaimer:

ExuraBio makes no warranty, express or implied, with respect to any product listed, offered for sale, or sold through the Platform, or with respect to any listing, documentation, certification, or information provided in connection with any such product.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXURABIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement with respect to any product;

• Any warranty that surplus materials meet applicable regulatory, quality, or purity standards, or that certificates of analysis accurately describe the current condition of materials;

• Any warranty regarding the accuracy, completeness, or reliability of product listings, lot documentation, certificates of analysis, storage attestations, or specifications provided by Sellers;

• Any warranty that products are free from defects, contamination, degradation, or hazards.

Buyers are solely responsible for independently evaluating, before purchase and use, the suitability, quality, safety, legality, and regulatory compliance of any product. Before completing any transaction, Buyers should request and review directly from Sellers all relevant documentation, including original certificates of analysis, storage records, and lot histories.

Limitation of Liability

Notice: ExuraBio's liability to you is strictly limited as described in this section.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• EXURABIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR ANY TRANSACTION CONDUCTED THROUGH IT, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF EXURABIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

• EXURABIO'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY TRANSACTION, LISTING, COMMUNICATION, OR INTERACTION FACILITATED THROUGH THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO EXURABIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, ExuraBio's liability shall be limited to the greatest extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless ExuraBio and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or your use of the Platform;

• Any product you list, sell, buy, or otherwise transact through the Platform;

• Your violation of any applicable law, regulation, or third-party right;

• Any dispute between you and another User.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles. Any dispute arising from these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English in Raleigh, North Carolina. Notwithstanding the foregoing, ExuraBio may seek injunctive or other equitable relief in any state or federal court of competent jurisdiction located in the State of North Carolina.

Modifications

ExuraBio reserves the right to modify these Terms at any time. Continued use of the Platform after the effective date of any such modification constitutes acceptance of the updated Terms. Material changes will be communicated to registered Users via email or platform notification at least fourteen (14) days in advance.

ESG Transaction Summary and Sustainability Reporting

ExuraBio may offer registered Sellers access to an ESG Transaction Summary export as a Platform feature. Where made available, the ESG Transaction Summary is a structured, downloadable report documenting completed transactions on a per-quarter basis, including material category, quantity transferred, lot number, verified transfer date, and Buyer confirmation. The ESG Transaction Summary is provided solely as an informational record of Platform activity.

ExuraBio does not provide environmental, sustainability, or ESG advisory services and makes no representation that transaction data generated through the Platform satisfies any particular reporting standard, framework, or regulatory requirement, including without limitation the GHG Protocol Scope 3 categories, GRI Standards (including GRI 306 Waste), SASB life sciences sustainability metrics, CDP (Carbon Disclosure Project) supply chain reporting requirements, or any applicable mandatory disclosure obligation under SEC climate-related disclosure rules, EU Corporate Sustainability Reporting Directive (CSRD), or equivalent regulation. Sellers and Buyers are solely responsible for determining how, and whether, Platform transaction records are applicable to their own sustainability disclosures, and for engaging qualified sustainability advisors as needed. ExuraBio’s Limitation of Liability provisions apply fully to any use of ESG Transaction Summary data.

Availability, format, and content of the ESG Transaction Summary feature may be updated or discontinued at any time. Where offered as a premium feature, applicable fees will be disclosed in the Platform’s current Fee Schedule. Material changes to this feature will be communicated in accordance with Section 1.9.