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BOSANET ECOSYSTEM

MASTER AGREEMENT

Version 2.2  |  Effective: March 2026

Governing: Bosanet LLC · Bosabox LLC · Bosapay LLC

1. Purpose and Scope

This Bosanet Ecosystem Master Agreement ("Master Agreement" or "Agreement") establishes the unified legal, operational, and financial framework governing participation across all services and platforms operated by the Bosanet group of affiliated entities. The ecosystem comprises: the Bosanet Xpress B2B marketplace (USA), the Global Marketplace (Worldwide), Bosabox logistics services (Worldwide and USA), and Bosapay payment and financial services (Worldwide).

This Agreement applies to all Sellers, Buyers, Merchants, Service Providers, and counterparties interacting with any Bosanet-branded platform or service, regardless of their country of residence or incorporation.

In the event of a conflict between this Master Agreement and an entity-specific set of terms, the following hierarchy applies:

       This Master Agreement (highest authority)

       Entity-specific Terms (Seller Terms, Buyer Terms, Payment Services Terms, Logistics Terms)

       Transaction-specific agreements or purchase orders

 

2. Ecosystem Entities and Roles

The Bosanet ecosystem is operated by the following affiliated but legally distinct entities, each incorporated under the laws of the State of Florida, United States of America. Bosanet LLC serves as the single contracting entity for all segments and regions; no regional sub-entities exist at this time.

Each entity operates under its own specific terms, all of which are incorporated by reference into this Master Agreement. Entity-specific terms supplement but do not replace this Agreement.

 

3. Geographic Scope and Segment Classification

The Bosanet ecosystem operates across multiple geographic markets. The table below sets out the authoritative scope classification for each segment, determining which regulatory requirements, privacy frameworks, and governing law provisions apply:

 

Segment

Scope

Contracting Entity

Sellers Subscriptions

Worldwide

Bosanet LLC (Florida)

Global Marketplace

Worldwide

Bosanet LLC (Florida)

Bosapay

Worldwide

Bosanet LLC (Florida)

Bosabox

Worldwide + USA

Bosanet LLC (Florida)

Xpress USA Subscriptions

USA Only

Bosanet LLC (Florida)

Buyers Transactions

USA Only

Bosanet LLC (Florida)

Xpress Marketplace

USA Only

Bosanet LLC (Florida)

 

3.1 Worldwide Segments

The following segments are available to participants globally, including Latin America (Colombia, Mexico, Peru, and the wider region), Central America and the Caribbean, Europe (Spain and the European Union), and any other jurisdiction where local law does not prohibit participation:

       Sellers Subscriptions — Sellers from any country may register, subscribe, and list products on Bosanet platforms.

       Global Marketplace — International trade facilitation between global Sellers and Buyers, including cross-border Food & Beverage transactions.

       Bosapay — Payment processing, settlement, BNPL credit facilities, and financial services available to all ecosystem participants worldwide.

 

3.2 Worldwide + USA Segments

Bosabox operates both internationally and domestically within the United States:

       Bosabox (Worldwide + USA) — Logistics, warehousing, cold-chain fulfillment, and freight coordination available globally and with dedicated domestic U.S. operations. U.S. domestic shipments are subject to applicable federal and state transportation and food safety regulations. International shipments are subject to applicable customs, import/export, and local logistics regulations in each destination jurisdiction.

 

3.3 USA-Only Segments

The following segments are available exclusively to participants in the United States:

       Xpress USA Subscriptions — Seller subscription plans specifically designed for U.S.-based Sellers operating on Bosanet Xpress.

       Buyers Transactions — Buyer accounts and purchase transactions through Bosanet Xpress, available to U.S.-registered businesses only.

       Xpress Marketplace — The Bosanet Xpress B2B Food & Beverage marketplace, accessible exclusively to approved U.S. Buyers and Sellers.

 

3.4 Multi-Jurisdictional Governing Law

For all Worldwide and Worldwide + USA segments, this Agreement is governed primarily by the laws of the State of Florida, USA. Where mandatory local law in a participant’s country of residence or incorporation imposes non-waivable obligations (such as EU consumer protection law, EU data protection regulation, or local financial services regulation), those local obligations apply supplementarily to this Agreement without displacing Florida law as the primary governing framework.

Participants are solely responsible for ensuring their use of Bosanet services complies with all applicable laws in their own jurisdiction. Bosanet LLC makes no representation that its services are appropriate or available for use in any particular jurisdiction outside the United States.

EU Participants: Sellers, Bosabox partners, and Bosapay users located in the European Union or European Economic Area are subject to GDPR in addition to this Agreement. Data processing obligations for EU participants are governed by the Bosanet Privacy Policy and, where applicable, a Data Processing Addendum (DPA) available upon written request to [email protected].

 

4. Acceptance and Binding Effect

By accessing or using any Bosanet ecosystem service, you expressly acknowledge and agree to the following:

       Acceptance of any one set of ecosystem terms constitutes concurrent acceptance of this Master Agreement and all applicable entity-specific terms;

       Electronic acceptance, click-through consent, API integration, or continued use of any platform constitutes a legally binding agreement with the same force and effect as a written signature;

       This Agreement governs in conjunction with, and not in replacement of, entity-specific terms;

       If you are accepting on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement;

       Participants in Worldwide segments acknowledge that Florida law governs and accept the jurisdiction of Florida courts or arbitration as set out in Section 15, subject to any non-waivable local law rights.

Modifications: Bosanet reserves the right to amend this Agreement at any time. Notice will be provided via (i) dashboard notification, (ii) email to the registered address, or (iii) posting an updated version at www.bosanet.com/terms-and-conditions. For material changes, at least seven (7) calendar days’ advance notice will be provided. Continued use after the effective date constitutes acceptance.

 

5. Operational Integration and Information Sharing

You authorize operational coordination among Bosanet LLC, Bosabox LLC, and Bosapay LLC for the following purposes:

       Order processing, tracking, and fulfillment coordination across all geographic segments

       Payment settlement, reconciliation, and cross-border disbursement

       Risk management, fraud prevention, and credit exposure monitoring

       Regulatory compliance and KYC/AML procedures, including OFAC and PEP screening

       Dispute resolution, refund processing, and chargeback recovery

       Financial enforcement, including offset and collections

This authorization covers data sharing among ecosystem entities for the above purposes and is subject to applicable privacy laws, including CCPA for California residents and GDPR for EU participants. Details of data sharing practices are set out in the Bosanet Privacy Policy.

 

6. Marketplace Operations (Bosanet Xpress and Global Marketplace)

6.1 Bosanet Xpress (USA)

Bosanet Xpress is a B2B marketplace facilitator specialized in the Food & Beverage industry, available exclusively to approved U.S.-based Sellers and Buyers. In most transactions, Bosanet Xpress acts as a marketplace facilitator and is not the manufacturer, seller of record, distributor, or importer of record. Bosanet Xpress may, at its sole discretion, act as distributor, reseller, or importer of record for specific brands under separate written agreements.

6.2 Global Marketplace (Worldwide)

The Global Marketplace facilitates cross-border trade between international Sellers (including from Latin America, Central America, the Caribbean, Europe, and other regions) and Buyers. Sellers participating in the Global Marketplace represent and warrant that their products comply with all applicable export regulations in their country of origin and all applicable import regulations in the Buyer’s destination country. Bosanet acts as a marketplace facilitator only and does not assume import/export compliance obligations on behalf of Sellers or Buyers.

6.3 No Guarantees

Bosanet does not guarantee: (i) sales volume or order frequency; (ii) buyer traffic or marketplace visibility; (iii) product ranking or placement; (iv) revenue outcomes for any Seller; or (v) continuous platform availability.

6.4 Seller Responsibility

Sellers remain solely responsible for: product legality and regulatory compliance in all applicable jurisdictions (origin and destination); pricing accuracy; inventory availability and fulfillment performance; food safety, labeling, and allergen disclosure; and all applicable taxes, duties, and import/export obligations.

 

7. Logistics and Fulfillment (Bosabox — Worldwide + USA)

Bosabox LLC provides logistics, warehousing, cold-chain fulfillment, and freight coordination services both domestically within the USA and internationally. Where selected, assigned, or agreed by the parties, Bosabox may provide:

       Domestic U.S. warehousing, order fulfillment, pick-and-pack, and last-mile delivery

       International freight coordination, customs brokerage support, and cross-border logistics

       Cold-chain logistics and temperature-controlled freight for perishable Food & Beverage products

       Importer or distributor of record services where expressly agreed in writing

For international operations, Bosabox coordinates with local logistics partners and customs brokers in destination countries. Bosabox does not guarantee regulatory clearance in any jurisdiction and is not liable for delays, seizures, or costs arising from regulatory non-compliance attributable to the Seller’s products or documentation. Detailed service terms, SLAs, and liability provisions for both domestic and international operations are governed by the Bosabox Logistics Terms, incorporated herein by reference.

 

8. Payment Services, Fees, and Financial Enforcement (Bosapay — Worldwide)

Bosapay LLC provides financial services to all ecosystem participants globally. Bosapay is authorized to:

       Collect marketplace, logistics, platform, and subscription fees on behalf of ecosystem entities

       Process buyer payments and disburse seller payouts, net of applicable fees and deductions

       Extend Buy Now, Pay Later (BNPL) credit and deferred payment terms (Net 30 / Net 60) to approved Buyers

       Withhold or delay settlements during fraud investigations, compliance reviews, or active disputes

       Charge stored payment methods for outstanding fees, penalties, or negative balances

       Coordinate with Bosanet LLC and Bosabox LLC to enforce financial obligations across all segments and geographies

All financial obligations are denominated in United States Dollars (USD) unless otherwise specified in writing. For international participants, currency conversion costs, wire transfer fees, and applicable withholding taxes are the sole responsibility of the participant. Detailed credit terms, fee schedules, BNPL conditions, and payment dispute procedures are governed by the Bosapay Payment Services Terms, incorporated herein by reference.

Regulatory Note: Bosapay LLC operates payment and credit services across multiple jurisdictions and may be subject to applicable Money Services Business (MSB), e-money, or lending regulations in relevant countries. Participants acknowledge these regulatory obligations and represent that their use of Bosapay services complies with applicable local financial regulations.

 

9. Right of Offset and Cross-Entity Financial Enforcement

You expressly authorize Bosapay LLC, acting on behalf of all ecosystem entities, to:

       Offset liabilities arising from transactions with Bosanet LLC or Bosabox LLC against amounts payable to you by any ecosystem entity, regardless of the geographic segment in which the liability arose;

       Apply future earnings, payouts, or credits from any segment to satisfy outstanding balances from any other segment;

       Enforce negative balances regardless of which ecosystem entity originated the underlying obligation;

       Engage third-party collection agencies or pursue legal remedies in applicable jurisdictions to recover unpaid amounts.

This right of offset and cross-entity enforcement survives any termination or expiration of your relationship with any or all ecosystem entities and remains in force until all obligations are fully satisfied.

 

10. Compliance, Food Safety, and Regulatory Responsibility

Sellers and, where applicable, Buyers bear sole and full responsibility for compliance with all applicable laws in every jurisdiction where they operate, source products, or sell products, including but not limited to:

       U.S. FDA regulations, including FSMA, for products sold into or within the United States

       USDA standards applicable to agricultural and food products

       EU food safety and labeling regulations (Regulation (EC) No 178/2002 and related legislation) for Sellers exporting into the European Union

       Local food safety, labeling, allergen disclosure, and nutritional information requirements in all origin and destination jurisdictions

       Import and export regulations, customs requirements, phytosanitary certifications, and applicable tariffs in all relevant countries

       Anti-money laundering (AML) and Know Your Customer (KYC) obligations in all applicable jurisdictions

Bosanet LLC may conduct preliminary administrative checks for marketplace onboarding purposes. Such checks do not constitute regulatory certification, legal approval, or a warranty of compliance. Each party remains independently responsible for its own regulatory obligations in all jurisdictions where it operates.

 

11. Disputes, Refunds, and Chargebacks

Bosanet LLC acts as the primary dispute intermediary for transactions executed through the Bosanet Xpress platform and the Global Marketplace. Bosapay LLC administers the financial components of dispute resolution across all segments and geographies.

       Bosapay may issue refunds to Buyers and recover the corresponding amounts from the responsible Seller;

       Chargeback costs, processing fees, and related penalties may be passed through to the party responsible for the disputed transaction;

       For international transactions, additional costs arising from currency conversion, cross-border payment reversals, or local regulatory requirements related to a dispute are the responsibility of the party that caused the dispute;

       Refunds and resolutions issued in good faith following Bosanet’s dispute resolution process are final for financial settlement purposes.

 

12. Suspension, Termination, and Survival

Any ecosystem entity may suspend or terminate a participant’s access to its services, with or without prior notice, for any of the following reasons:

       Fraud, misrepresentation, or material breach of any ecosystem terms

       Regulatory risk, food safety concerns, or active government investigation in any jurisdiction

       Non-payment of outstanding financial obligations

       Platform abuse, manipulation of marketplace systems, or circumvention of policies

       Failure to maintain required insurance, licenses, or regulatory authorizations in applicable jurisdictions

Upon termination, the following obligations survive indefinitely: payment of all outstanding financial obligations; indemnification obligations; confidentiality obligations; governing law and jurisdiction provisions; and any provision that by its nature should survive termination.

 

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ECOSYSTEM ENTITY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate liability of each entity for direct damages arising from any single event or series of related events shall be limited to the greater of: (i) the total fees and commissions actually received by that entity from the claimant during the six (6) calendar months immediately preceding the event giving rise to liability; or (ii) USD $500.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and form a fundamental basis of this Agreement. Notwithstanding the foregoing, these limitations do not apply to: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable mandatory law in the participant’s jurisdiction.

EU Participants: Nothing in this limitation of liability affects mandatory rights under applicable EU law that cannot be contractually excluded, including rights under EU consumer protection legislation where applicable.

 

14. Indemnification

You agree to defend, indemnify, and hold harmless Bosanet LLC, Bosabox LLC, Bosapay LLC, and their respective officers, directors, employees, agents, and successors from and against any and all claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

       Your breach of any representation, warranty, or obligation under any ecosystem terms

       Regulatory non-compliance, food safety violations, product defects, or mislabeling attributable to you in any jurisdiction

       Financial defaults or failure to honor payment obligations

       Claims by Buyers, third parties, or government authorities in any country attributable to your products or conduct

       Intellectual property infringement or unauthorized use of third-party rights

       Your failure to comply with applicable import/export, customs, or trade compliance requirements

 

15. Governing Law and Jurisdiction

This Agreement, and all disputes arising from or related to it or any ecosystem service, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for resolution of any dispute not resolved through arbitration as set out below. Participants in Worldwide segments acknowledge and accept this jurisdiction clause, subject to any non-waivable mandatory jurisdiction rights under applicable local law.

15.1 Arbitration

Any dispute arising under this Agreement shall first be subject to a thirty (30) day good-faith negotiation period. If unresolved, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Miami-Dade County, Florida. The language of arbitration shall be English. Each party shall bear its own costs and fees unless the arbitrator determines otherwise.

Class actions and consolidated arbitrations are waived to the maximum extent permitted by applicable law. Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Note for EU Participants: Where mandatory EU law grants participants the right to bring claims before courts in their country of domicile, that right is not affected by this arbitration clause to the extent it cannot be contractually waived.

 

16. Data Protection and Privacy

The collection, use, and sharing of personal data within the ecosystem is governed by the Bosanet Privacy Policy, incorporated herein by reference and available at www.bosanet.com/terms-and-conditions. The Privacy Policy addresses obligations under:

       The California Consumer Privacy Act (CCPA) — applicable to California residents using any Bosanet service;

       The General Data Protection Regulation (GDPR) — applicable to participants located in the European Union or European Economic Area using Worldwide segments;

       Applicable local data protection law — participants are responsible for compliance with local data protection obligations in their own jurisdiction.

For EU participants using Worldwide segments (Sellers Subscriptions, Global Marketplace, Bosapay, Bosabox), Bosanet LLC acts as data controller within the meaning of the GDPR. Where required, a Data Processing Addendum (DPA) is available upon written request to [email protected]. International transfers of personal data from the EU to the USA are conducted under appropriate safeguards as described in the Privacy Policy.

 

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, governmental acts or orders, pandemics, epidemics, port closures, customs delays, critical infrastructure failures, internet or telecommunications disruptions, or cyberattacks (each, a “Force Majeure Event”).

The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than thirty (30) calendar days, either party may terminate the affected agreement upon written notice without further liability.

 

18. Amendments and Version Control

Bosanet reserves the right to amend this Master Agreement at any time. Amendments will be communicated via the platform, by email to registered users, or by posting an updated version at www.bosanet.com/terms-and-conditions with a revised effective date. For material changes, at least seven (7) calendar days’ advance notice will be provided. Continued use of any ecosystem service after the effective date constitutes acceptance of the amended Agreement.

 

19. Entire Agreement

This Master Agreement, together with the Bosanet Xpress Seller Terms, Buyer Terms, Bosapay Payment Services Terms, Bosabox Logistics Terms, and Privacy Policy (each as may be amended from time to time), constitutes the entire understanding between the parties governing participation in the Bosanet ecosystem and supersedes all prior oral or written understandings regarding the same subject matter.

 

BOSANET LLC  |  [email protected]  |  www.bosanet.com  |  Jurisdiction: State of Florida, United States of America

BOSANET ECOSYSTEM

PRIVACY AND DATA PROTECTION POLICY

Version 2.2  |  Effective: March 2026

Applies to: Bosanet LLC · Bosabox LLC · Bosapay LLC

Governing Law: State of Florida, United States of America

Introduction

Bosanet LLC, Bosabox LLC, and Bosapay LLC (collectively, “Bosanet,” “we,” “us,” or “our”) are committed to protecting the privacy and personal data of all ecosystem participants worldwide. This Privacy and Data Protection Policy (“Privacy Policy”) describes how we collect, use, share, retain, and protect personal information in connection with your use of the Bosanet ecosystem, including the Bosanet Xpress B2B marketplace (USA), the Global Marketplace (Worldwide), Bosabox logistics services (Worldwide + USA), and Bosapay financial services (Worldwide).

This Privacy Policy applies to all participants in all geographic segments — Worldwide and USA-only — and must be read together with the Bosanet Ecosystem Master Agreement v2.2 and all applicable entity-specific terms.

By registering, accessing, or using any Bosanet service, you voluntarily and expressly consent to the collection and use of your personal information as described in this Privacy Policy. If you do not agree, you must discontinue use of our services.

 

1. Data Controller

Bosanet LLC is the primary data controller responsible for the personal data of users and visitors of the Bosanet ecosystem platforms. For EU and EEA participants, Bosanet LLC (Florida, USA) acts as data controller within the meaning of the GDPR. For users of Bosapay financial services, Bosapay LLC acts as co-controller with respect to payment and financial data. For logistics-related data, Bosabox LLC acts as co-controller for shipment and fulfillment information.

Bosanet LLC does not currently maintain a registered EU establishment. An EU representative is available upon written request to [email protected] for EU participants who require it under applicable law.

 

2. Personal Data We Collect

2.1 Information You Provide Directly

When you register or use our services, you may provide:

       Full name, business name, and role or title

       Government-issued identification number or tax identification number (EIN, SSN, NIF, CUIT, RFC, RUC, or equivalent)

       Contact information: email address, phone number, and physical or business address

       Bank account details, routing numbers, IBAN, SWIFT/BIC codes, and payment method information

       Product information, inventory data, and marketplace listing content

       Business licenses, regulatory certificates, insurance certificates, certificates of analysis, business registration documents, and export/import documentation

       Biometric data for identity verification purposes where required by applicable law and with your express consent

       Communications and correspondence submitted through our platform, support channels, or dispute processes

 

2.2 Information Collected Automatically

When you access or use our platforms, we may automatically collect:

       Device identifiers, browser type and version, operating system, and application settings

       IP address and approximate geolocation at the time of access

       Transactional data: order history, payments, returns, credits, disputes, and payout records

       Platform activity: pages visited, search queries, listings viewed, user interactions, and click patterns

       Session data including entry and exit URLs, session duration, and navigation paths

       Cookies and similar tracking technologies (see Section 12)

 

2.3 Information from Third Parties

We may collect personal information from trusted third-party sources, including:

       Credit reference agencies and fraud prevention databases

       OFAC, PEP (Politically Exposed Persons), and international sanctions screening databases for AML/CFT compliance

       Identity verification providers used to authenticate users across all segments

       Business registries and public databases in the USA, EU, and Latin American countries

       Logistics carriers and third-party fulfillment providers in all operating regions

Note: You are not obligated to provide personal information; however, failure to provide required information will prevent access to Bosanet services. Providing inaccurate or false information may result in suspension or termination of your account.

 

3. How We Use Personal Data

3.1 Service Provision and Platform Operations

       Registering and managing your account and verifying your identity across all geographic segments

       Processing orders, payments, fulfillment, and logistics coordination (domestic USA and international)

       Facilitating transactions between Sellers and Buyers on Bosanet Xpress (USA) and the Global Marketplace (Worldwide)

       Providing customer support and responding to inquiries, claims, and disputes

       Managing Bosapay credit facilities, deferred payment terms, and cross-border financial account operations

       Coordinating Bosabox logistics, shipment tracking, customs documentation, and warehousing services

 

3.2 Compliance and Risk Management

       Conducting KYC (Know Your Customer) and identity verification procedures in all operating jurisdictions

       Screening against AML, OFAC, PEP, and international sanctions lists; FinCEN reporting as required

       Credit risk assessment and financial exposure management

       FDA, USDA, EU food safety, and applicable local regulatory compliance

       Responding to lawful requests from government authorities, courts, or regulators in any jurisdiction

       Tax reporting, withholding, and trade compliance obligations in all relevant countries

 

3.3 Fraud Prevention and Security

       Detecting, preventing, and investigating fraud, unauthorized access, and platform abuse

       Training automated fraud detection and risk scoring models

       Maintaining platform integrity and security across all geographic operations

 

3.4 Platform Improvement and Analytics

       Internal analytics and statistical studies to improve services globally

       Developing new features, marketplace capabilities, and cross-border trade tools

       Personalizing the user experience based on preferences and behavioral data

 

3.5 Communications and Marketing

       Sending transactional notifications, order updates, and account alerts

       Communicating platform updates, policy changes, and service announcements

       Sending promotional and marketing communications subject to your preferences and applicable law

You may opt out of marketing communications at any time by using the unsubscribe link in any marketing email or by contacting [email protected].

 

4. Legal Basis for Processing

We process personal data based on one or more of the following legal grounds:

       Contractual necessity: processing required to fulfill our obligations under the applicable ecosystem terms;

       Legal obligation: processing required to comply with applicable laws and regulations in the USA, EU, Latin America, and other operating jurisdictions;

       Legitimate interests: processing that serves our legitimate business interests (fraud prevention, security, analytics, platform improvement) where such interests are not overridden by your rights;

       Consent: processing based on your express, voluntary consent, which you may withdraw at any time without affecting the lawfulness of prior processing.

GDPR Note: For EU/EEA participants, the legal basis for each processing activity is set out in Section 10. Processing of special categories of data (e.g. biometric data for identity verification) is conducted only with your explicit consent and where required by applicable law.

 

5. How We Share Personal Data

We do not sell, rent, or trade personal information that identifies our users. We may share your personal data with the following categories of recipients only to the extent necessary for the stated purpose:

5.1 Ecosystem Entities

Personal data is shared among Bosanet LLC, Bosabox LLC, and Bosapay LLC for operational coordination as authorized in the Master Agreement and this Policy.

5.2 Service Providers

Trusted third-party service providers supporting platform operations, including: payment processors and financial technology partners; logistics and freight carriers (domestic USA and international); customer service and support providers; identity verification and KYC vendors; fraud detection and security providers; data analytics and marketing technology platforms; cloud infrastructure and hosting providers; and customs brokers and trade compliance advisors. These providers may be located in the USA, EU, or other countries and are contractually required to protect personal data and use it only for the purposes specified.

5.3 Transaction Counterparties

Necessary transaction information is shared with the counterparty of each transaction (e.g., Buyer contact and shipping details shared with the Seller, or Seller profile information shared with the Buyer) to facilitate completion of marketplace transactions.

5.4 Government Authorities and Legal Process

We may disclose personal data to law enforcement agencies, regulators, tax authorities, customs authorities, or courts in the USA, EU, Latin America, or other jurisdictions when required by applicable law, court order, or legal process, or when we reasonably believe disclosure is necessary to protect rights, safety, or property.

5.5 Dispute Resolution Bodies

Relevant personal data may be shared with arbitrators, mediators, or dispute resolution authorities in applicable jurisdictions in connection with disputes between platform participants.

5.6 Business Transfers

In the event of a merger, acquisition, restructuring, or sale of assets, personal data may be transferred to the acquiring entity, subject to equivalent privacy protections.

Important: We do not sell or share personal information with unaffiliated third parties for their own independent marketing purposes without your express prior consent.

 

6. International Data Transfers

The Bosanet ecosystem operates globally and personal data may be transferred across borders, including from the European Union or Latin America to the United States, or between other countries where Bosanet operates logistics or payment services.

6.1 Transfers from the EU/EEA to the USA

Transfers of personal data from the EU or EEA to Bosanet LLC (USA) are conducted under appropriate safeguards as required by the GDPR, including Standard Contractual Clauses (SCCs) adopted by the European Commission. Participants may request a copy of the applicable SCCs by contacting [email protected].

6.2 Transfers from Latin America and Other Regions

For participants in Latin America, Central America, and the Caribbean, personal data transferred to Bosanet LLC (USA) is protected by contractual safeguards and handled in accordance with this Privacy Policy. Participants are responsible for ensuring that their transfer of personal data to Bosanet complies with applicable local data protection law in their country.

6.3 Onward Transfers

Where Bosanet shares personal data with third-party service providers or logistics partners in other countries, we require those parties to protect the data under contractually equivalent standards.

 

7. Data Retention

We retain personal data for as long as necessary to fulfill the purposes for which it was collected, maintain our business relationship, or comply with applicable law:

       Account and registration data: retained for the duration of the account relationship and seven (7) years following account closure, or as required by applicable law;

       Transaction and financial records: minimum seven (7) years to comply with tax, accounting, and financial regulatory requirements in all operating jurisdictions;

       KYC and identity verification records: retained as required by applicable AML and financial regulations in the USA, EU, and other jurisdictions;

       Export/import documentation: retained as required by applicable customs and trade regulations;

       Dispute and legal hold data: retained for the duration of any active dispute or legal proceeding plus the applicable statute of limitations period.

Upon expiration of the applicable retention period, personal data is securely deleted or irreversibly anonymized.

 

8. Your Privacy Rights (All Participants)

Depending on your jurisdiction and the nature of your relationship with Bosanet, you may have the following rights:

 

Right

Description

Applies To

Right to Access

Request a copy of personal data we hold about you

All participants

Right to Correct

Request correction of inaccurate or incomplete data

All participants

Right to Delete

Request deletion of personal data, subject to legal exceptions

All participants

Right to Restrict Processing

Request limitation of how we use your data

GDPR participants

Right to Data Portability

Receive your data in a machine-readable format

GDPR participants

Right to Object

Object to processing based on legitimate interests

GDPR participants

Right to Opt-Out of Sale

Opt out of sale or sharing of personal information

CCPA (California)

Right to Non-Discrimination

Not be discriminated against for exercising rights

CCPA (California)

Right to Withdraw Consent

Withdraw consent at any time without penalty

All participants

 

To exercise any of these rights, submit a request to [email protected]. We will respond within thirty (30) calendar days for general requests, within forty-five (45) days for CCPA requests (extendable by 45 days), and within one (1) calendar month for GDPR requests (extendable by two months for complex requests). We may require identity verification before processing your request.

 

9. California Consumer Privacy Act (CCPA) — California Residents

Applies to: Users and visitors who are residents of the State of California, United States, using any Bosanet segment.

9.1 Categories of Personal Information Collected

In the preceding twelve (12) months, we have collected the following categories of personal information as defined by the CCPA: Identifiers (name, email, phone, IP address, account credentials); Commercial information (transaction history, order records, payment data); Financial information (bank account details, payment methods, credit data); Internet or network activity (browsing behavior, search queries, interaction data); Geolocation data (approximate location from IP address); Professional or business information (company name, licenses, tax identification); Inferences (profiles drawn from usage data to personalize platform experience).

9.2 Sale or Sharing of Personal Information

Bosanet does not sell personal information to third parties for monetary consideration and does not share personal information with third parties for cross-context behavioral advertising without your consent.

9.3 Your CCPA Rights

       Right to Know: request disclosure of categories and specific pieces of personal information collected, sources, business purposes, and third parties with whom we share it;

       Right to Delete: request deletion of personal information we have collected, subject to certain exceptions;

       Right to Correct: request correction of inaccurate personal information;

       Right to Opt-Out of Sale/Sharing: opt out of sale or sharing of personal information (we do not currently engage in such activities);

       Right to Non-Discrimination: we will not discriminate against you for exercising any CCPA rights.

To exercise CCPA rights, contact [email protected]. We will respond within forty-five (45) calendar days, with a possible extension of forty-five (45) additional days where reasonably necessary.

 

10. General Data Protection Regulation (GDPR) — EU/EEA Participants

Applies to: Participants located in the European Union or European Economic Area using any Worldwide segment (Sellers Subscriptions, Global Marketplace, Bosapay, Bosabox).

10.1 Data Controller Identity

For EU/EEA participants, Bosanet LLC (State of Florida, USA) is the data controller within the meaning of Article 4(7) of the GDPR. Contact for data protection matters: [email protected]. An EU representative is available upon request for EU participants who require it.

10.2 Legal Basis for Processing (GDPR Article 6)

We process EU/EEA personal data on the following legal bases:

       Article 6(1)(b) — Performance of a contract: processing necessary to provide marketplace, logistics, and payment services under our Terms and Conditions;

       Article 6(1)(c) — Legal obligation: processing required to comply with applicable EU law, U.S. law, and other mandatory regulations (e.g. AML/CFT, tax reporting, food safety);

       Article 6(1)(f) — Legitimate interests: processing for fraud prevention, platform security, and service improvement where our interests do not override your fundamental rights;

       Article 6(1)(a) — Consent: processing based on your explicit consent for marketing communications and, where applicable, biometric identity verification (Art. 9(2)(a)).

10.3 Your GDPR Rights

As an EU/EEA participant, you have the right to access, correct, delete, restrict, and port your data, to object to processing, and to withdraw consent at any time. Submit GDPR requests to [email protected]. We will respond within one (1) calendar month. For complex or numerous requests, we may extend this period by up to two (2) additional months and will notify you accordingly.

10.4 International Transfers (EU to USA)

The transfer of personal data from the EU/EEA to Bosanet LLC in the USA is conducted under Standard Contractual Clauses (SCCs) as adopted by the European Commission under Article 46(2)(c) of the GDPR. A copy of the applicable SCCs is available upon written request to [email protected]. We conduct transfer impact assessments (TIAs) where required and implement supplementary measures where necessary to ensure an essentially equivalent level of protection.

10.5 Data Processing Addendum (DPA)

Where Bosanet acts as a data processor on behalf of a Seller, Buyer, or partner that is itself a data controller under the GDPR, a Data Processing Addendum (DPA) is available upon request at [email protected].

10.6 Supervisory Authority

EU/EEA participants have the right to lodge a complaint with the competent supervisory authority in their country of residence. Contact details for national supervisory authorities are available at edpb.europa.eu.

 

11. Children’s Privacy

All Bosanet ecosystem platforms are designed for use by businesses and professionals and are not intended for individuals under the age of 18. We do not knowingly collect personal data from minors. If we become aware that personal data has been collected from a person under 18 without verifiable parental or guardian consent, we will delete that information promptly. Contact [email protected] if you believe a minor has provided personal data.

 

12. Cookies and Tracking Technologies

We use cookies and similar tracking technologies to operate and improve our platforms. The following types of cookies are used:

       Strictly necessary cookies: required for core platform functionality, including authentication and security. These cannot be disabled.

       Functional cookies: enable enhanced features and personalization such as language preferences and session state.

       Analytics cookies: collect aggregate, anonymized data about platform usage to improve performance.

       Marketing cookies: used, with your consent, to deliver relevant promotional content.

You may manage cookie preferences through your browser settings. For EU/EEA participants, a cookie consent mechanism is provided at first access in compliance with applicable ePrivacy requirements. Disabling certain cookies may impact platform functionality.

 

13. Data Security

We implement administrative, technical, and physical safeguards designed to protect personal data against unauthorized access, disclosure, alteration, loss, or destruction, including encryption in transit and at rest, access controls and multi-factor authentication, regular security assessments, and contractual security requirements for vendors.

No data transmission or electronic storage system can be guaranteed to be 100% secure. You are responsible for maintaining the confidentiality of your account credentials. In the event of a personal data breach posing a risk to your rights and freedoms, we will notify affected users and, where required, the competent supervisory authority, within the timeframes prescribed by applicable law (72 hours under the GDPR).

 

14. Third-Party Links

Our platforms may contain links to third-party websites or services. Bosanet is not responsible for the privacy practices or content of those third parties. We encourage you to review the privacy policies of any third-party sites you visit.

 

15. Contact and Privacy Requests

For all privacy-related inquiries, data subject requests, CCPA requests, or GDPR requests, please contact us at [email protected]. We will acknowledge your request within five (5) business days and provide a substantive response within the applicable statutory timeframe. For legal matters: [email protected].

 

16. Updates to This Privacy Policy

We may update this Privacy Policy to reflect changes in our services, legal requirements, or data practices. For material changes, we will notify registered users by email or through a prominent platform notice prior to the change becoming effective. For EU/EEA participants, material changes affecting the legal basis for processing or your GDPR rights will be communicated with appropriate advance notice and, where required, a renewed consent mechanism.

Your continued use of any Bosanet service following the effective date of any update constitutes acceptance of the revised Privacy Policy.

 

BOSANET LLC  |  [email protected]  |  [email protected]  |  www.bosanet.com  |  Jurisdiction: State of Florida, United States of America

BOSANET

SELLER TERMS & CONDITIONS

Version 1.2  |  Effective: March 2026

Bosanet LLC  |  Miami, Florida, USA

1. Overview and Marketplace Role

These Seller Terms & Conditions ("Seller Terms") govern your participation as a Seller on Bosanet Xpress, the B2B marketplace operated by Bosanet LLC, specialized in the Food & Beverage industry. These Terms, together with the Bosanet Ecosystem Master Agreement, Privacy Policy, and all referenced marketplace policies, form the complete legal framework for your relationship with Bosanet.

Throughout these Seller Terms, "Bosanet Xpress," "Bosanet," "we," "us," and/or "our" refer to Bosanet LLC. "You" and "your" refer to you as a Seller using the Services.

Marketplace Facilitator Role. Bosanet Xpress generally operates as a marketplace facilitator and payment intermediary connecting Sellers and Buyers. In most transactions, Bosanet Xpress is not the manufacturer, seller of record, distributor, or importer of record, and sales occur directly between the Seller and the Buyer.

Reserved Role. Bosanet Xpress reserves the right, at its sole discretion and under specific commercial arrangements, to act as distributor, reseller, or importer of record for certain brands or products previously selected and authorized by Bosanet Xpress. In such cases, the applicable transactional structure and responsibilities will be governed by the specific agreements associated with those products.

In the event of conflict between these Seller Terms and other Bosanet policies, the following order applies: (1) transaction-specific platform terms, (2) these Seller Terms, (3) Buyer Terms, (4) Master Agreement.

By registering and accepting these Seller Terms, you agree to be legally bound by them. Acceptance may occur via electronic signature, click-through consent, or continued use of the Services.

 

2. Seller Registration and Approval

To sell through Bosanet Xpress, you must create a Seller Account and be approved. You represent and warrant that you are legally organized, properly licensed, and authorized to manufacture, distribute, export, and sell Food & Beverage products in all relevant jurisdictions.

At the time of registration or acceptance, the Seller represents and warrants that:

       It is legally constituted under the laws in which it is registered and its representative is duly empowered to accept these Terms;

       It holds all necessary legal authorizations to use the Marketplace Service and be bound by these Terms;

       It is not in default or imminent inability to pay, and the use of the Marketplace Service does not entail the violation of any contract or agreement in force;

       If the Seller is a natural person, they declare to be of legal age with full capacity, and that there is no fraud, injury or any other defect in their consent.

Bosanet may suspend, restrict, or deactivate your Seller Account at any time due to regulatory risk, food safety concerns, recall risk, fraud indicators, insurance non-compliance, or misuse of the Services.

 

2.1 Formal Notifications

All communication or notification between the parties must be in writing. Electronic communication is a valid means of notice. Any communication will be considered delivered and received: (i) if delivered personally, at the time received; (ii) if sent by post with return receipt, on the date of delivery confirmed by receipt; (iii) if sent by email with electronic confirmation of receipt, at the time of dispatch.

Notices to Bosanet should be sent to [email protected]. Notices to Seller will be sent to the email or physical address associated with the Seller Account.

 

3. Seller Classification by Geographic Origin

All Sellers are classified into one of two compliance tracks at the time of onboarding. The applicable track determines the compliance requirements and timeline before listings may be activated.

3.1 USA-Based Sellers

USA-Based Sellers must hold ALL applicable FDA/USDA authorizations, labeling certifications, and import/export permits BEFORE any listing may be activated on the platform. No exceptions will be granted. Bosanet will verify compliance status prior to activation.

3.2 International Sellers

International Sellers are enrolled in the Bosanet Compliance Readiness Program, which is included in the Year 1 subscription. All listings remain in Draft status until Bosanet formally confirms that the Seller meets minimum compliance requirements. The Compliance Readiness Program includes:

       Administrative review of product documentation and regulatory permits

       Guidance on FDA/USDA labeling and import requirements for the U.S. market

       Coordination of product encoding, images, and descriptions per Bosanet standards

       Formal compliance confirmation before listing activation

3.3 Compliance Matrix

 

Requirement

USA-Based Sellers

International Sellers

FDA/USDA Authorization

✅ Seller holds independently

🔵 Bosanet assists via program

Import/Export Permits

✅ Seller holds independently

🟠 Required before listing

Sanitary Registry (origin country)

✅ Seller holds independently

✅ Seller holds independently

Labeling (English, FDA format)

✅ Seller holds independently

🔵 Bosanet assists via program

Product Encoding & Images

🟠 Required before listing

🔵 Bosanet coordinates

Compliance Confirmation

🟠 Pre-activation

🟠 Pre-activation

Legend: ✅ Seller holds independently | 🔵 Bosanet assists via program | 🟠 Required before listing | ❌ Not applicable

 

4. Marketing, Visibility, and Lead Acquisition

Bosanet Xpress may promote the marketplace and Sellers through advertising, landing pages, social media, lead forms, and other marketing channels. Bosanet does not guarantee orders, sales volume, traffic, or revenue. Any examples of visibility or marketplace performance are illustrative only.

Marketing materials, onboarding promotions, or sales communications do not create contractual obligations. Promotions, discounts, and onboarding incentives may vary by Seller and may be modified or discontinued at any time.

Submission of an application or expression of interest does not guarantee acceptance. Bosanet reserves the right to approve or reject any Seller application at its sole discretion.

 

5. Digital Acceptance and Payment Method

5.1 Binding Acceptance

By clicking to accept these Terms, the Seller Agreement, or any related policies, you agree that such digital acceptance constitutes a legally binding electronic signature. Bosanet may record technical data including IP address, timestamp, device information, and account credentials as proof of acceptance.

5.2 Notifications

All communication or notification between the parties must be in writing. Electronic communication is a valid means of notice. Any communication will be considered delivered and received: (i) if delivered personally, at the time received; (ii) if sent by post, on the date of delivery; (iii) if sent by email with electronic or other confirmation of receipt, at the time of dispatch.

Notices to Bosanet should be sent to [email protected]. Notices to Seller will be sent to the email or physical address associated with the Seller Account.

5.3 Payment Method Verification

Where applicable, Bosanet Xpress may perform a temporary authorization hold of up to USD $1.00 on your designated payment method for identity verification or fraud prevention. This hold is not a charge and will be automatically released. You agree not to dispute any such hold.

5.4 Payment Method Storage

You authorize Bosanet to securely store your payment credentials in compliance with PCI-DSS standards for the purpose of collecting marketplace and service fees, penalties, dispute-related charges, and chargeback recovery.

5.5 Chargeback Responsibility

If you initiate or improperly dispute a valid charge, you are responsible for associated chargeback fees, administrative costs, and reimbursement of related losses.

 

6. Product Compliance, Food Safety, and Regulatory Responsibility

You are solely responsible for ensuring that all products listed or sold comply with:

       All applicable food safety laws including FDA, USDA, FSMA, or equivalent

       Labeling, allergen disclosure, nutritional, traceability, shelf-life, and packaging requirements

       Import/export and customs requirements for the country of origin and destination

       Intellectual property and third-party rights

       Laws governing the legality of sale from your jurisdiction into the Buyer’s jurisdiction

Bosanet Xpress may conduct a preliminary review of certain compliance documentation for onboarding standards; however, Bosanet does not independently verify full regulatory compliance and does not assume responsibility for product certifications, inspections, or legal approvals.

6.1 Sanitary Registry and Import Authorizations

For products that by their nature require Sanitary Registration for publication and sale, Sellers assume full responsibility for obtaining and processing the required registrations in the country of origin and in the country of destination, unless Bosanet has expressly agreed in writing to assist.

6.2 Prohibited Products

Sellers may not list or sell any of the following:

       Expired or near-expiration products

       Products lacking required regulatory approval

       Counterfeit, grey-market, or non-original goods

       Products containing banned ingredients

       Products requiring special licenses not held by Seller

       Recalled or unsafe goods

       Improperly labeled imports

       Used, refurbished, or upgraded products — all products must be new and original

Bosanet may remove prohibited listings at any time without prior notice.

6.3 Audit and Inspection Rights

Bosanet reserves the right to: request batch, lot, and traceability documentation; request certificates of analysis (COAs), facility permits, and invoices; conduct remote or third-party compliance audits; inspect inventory records and verify product origin and authenticity. Failure to cooperate with audit requests may result in listing suspension or account termination.

6.4 Insurance Requirements

Sellers must maintain Commercial General Liability and Product Liability Insurance covering Food & Beverage risks, bodily injury, illness, contamination, and recall exposure, with the following minimum limits:

       General Liability: USD $1,000,000 per occurrence / USD $2,000,000 aggregate

       Product Liability: USD $1,000,000 per occurrence / USD $2,000,000 aggregate

Proof of insurance must be provided upon request. Bosanet LLC must be named as an additional insured on all applicable policies.

 

7. Listings, Content, and Data Accuracy

You are responsible for the accuracy and legality of all product listings, including ingredients, allergens, certifications, claims, origin, expiration dates, storage requirements, pricing, and images. All fields indicated as mandatory by Bosanet are required to register products on the platform.

7.1 Required Listing Information

Each product listing must include, at minimum:

       Detailed description in Spanish and English (translation to other languages upon Bosanet’s request)

       Quantity available and information on stock and availability

       Shipping and transportation conditions, including cold chain requirements where applicable

       Digitized product images per Bosanet specifications

       Sale price and offer validity in USD

       Weight and dimensions in kilograms and centimeters

       Weight and dimensions of packaging for shipment

       Brand, model, barcode (UPC if available)

       Cleaning instructions, handling precautions, or applicable warnings

       Warranty term specified by the Seller (minimum: warranty granted by producer; if omitted, Bosanet will set a 1-year default warranty from delivery date)

       Any other information reasonably required by Bosanet

 

7.1.2 — 7.1.3 Product Representations and Intellectual Property

The Seller represents and warrants that all products: comply with applicable sanitary registries and official standards; conform to the specifications, images, and descriptions delivered to Bosanet for publication; are marketable and fit for the purposes offered; comply with applicable laws in the country of origin and destination; and will respond to Bosanet and Buyers for defects in materials, performance, operation, and manufacturing.

The sale of non-original, false, replicated, or copied products that infringe third-party rights is absolutely prohibited. This includes: replicating legally protected brands; reproducing exact or similar signs, images, or characteristics of original products; manufacturing or publishing another’s brand; or copying labels or wrappers used as brands. The sale of used, refurbished, or upgraded products is also prohibited.

Violations of product representation and IP obligations entitle Bosanet to require payment of thirty percent (30%) of total platform sales at its sole discretion, in addition to account suspension and referral to authorities.

 

7.2 SKU Management

Bosanet will generate an internal SKU for each product. A product included within a master SKU (a single product referenced by one EAN code) may not be duplicated with different characteristics or a different code. Violation of this clause entitles Bosanet to collect the applicable penalty.

7.3 Inventory Accuracy

The Seller must update inventory and prices at least once (1) per day. The Seller must guarantee the existence of the products offered. If inventory is not updated, the corresponding products will be deactivated from the platform. Pricing errors by the Seller are their sole responsibility and cannot be used as a valid reason to cancel confirmed purchase orders.

7.4 Default Warranty

Each product listing must include a warranty term specified by the Seller. If the Seller omits warranty information, Bosanet will establish a default warranty period of one (1) year from the delivery date.

7.5 Product Page Identification

Each product page will include the legend: “PRODUCT sold and shipped by [THE SELLER].”

7.6 Content License

You grant Bosanet a non-exclusive, royalty-free, worldwide license to use your content for marketplace operations, merchandising, marketing, and order fulfillment. Bosanet may modify the description and images of a listing to improve or correct its content, after coordination with the Seller.

7.7 API and Data Use Restrictions

If Seller accesses Bosanet through API integrations or bulk upload tools, Seller warrants that all uploaded data is accurate and lawful, no unauthorized bots or scraping is used, platform systems are not reverse engineered, and API credentials are kept confidential.

 

8. Subscription Model and Fee Structure

8.1 Year 1 — Setup and Access

During the first year of participation, the Seller will pay Bosanet a one-time non-refundable Setup Fee (as indicated in Annex 1) at the time of registration, plus a monthly access fee at the Year 1 rate. The Year 1 subscription includes the Compliance Readiness Program for International Sellers.

8.2 Year 2 and Beyond — Recurring Access

From Year 2 onward, the Seller will pay a recurring monthly access fee at the standard rate (as indicated in Annex 1), which may differ from the Year 1 rate. Marketplace commissions for transactions are separate and applied per order.

Violations of Sections 7.1.2 and 7.1.3 (product representations and intellectual property) entitle Bosanet to require payment of thirty percent (30%) of total platform sales at Bosanet’s sole discretion.

8.3 Transaction Commissions

The Seller will pay Bosanet a commission for each order processed through the Marketplace, as indicated in Annex 1. Bosanet reserves the right to revise commission percentages and categories at any time, with five (5) calendar days prior notice to the Seller.

8.4 Additional Fees and Penalty Schedule

Bosanet may charge the Seller the following additional fees. Bosanet may either (1) invoice the Seller, with fifteen (15) business days to pay, or (2) automatically deduct the value from the Seller’s monthly sales. The Seller expressly authorizes Bosanet to offset amounts owed for fees against any amounts Bosanet owes the Seller.

 

9. Payment Terms and BNPL (Bosapay)

9.1 Subscription Payment Modalities

Subscription fees (Setup + Monthly) may be paid under one of the following modalities: (i) Contado (full upfront payment), or (ii) Bosapay BNPL installment plan (subject to credit approval).

9.2 Payment Reconciliation

The Seller must reconcile transfers made by Bosanet within thirty (30) calendar days of receipt and notify Bosanet in writing of any discrepancies within that period. If no observations are submitted within this period, the transfers will be deemed accepted and satisfactory. Bosanet will review and respond to submitted observations within ten (10) business days.

9.3 BNPL Default and Mora

If a Seller defaults on any BNPL installment payment:

       The full outstanding balance becomes immediately due and payable (acceleration)

       Bosapay may apply late payment fees per the Bosapay Terms

       Bosanet may suspend Seller listings and pause all payouts

       Bosapay may permanently revoke BNPL access after two (2) defaults within any 12-month period

       Both Bosanet and Bosapay may pursue collection independently or jointly

       Outstanding balance may be offset against any amounts owed to Seller by Bosanet or Bosapay

 

10. Orders, Fulfillment, and Service Level Standards

10.1 Order Operations

Bosanet will receive order acceptances from Buyers and transmit order forms to the Seller through the platform. Each order form will include: order number, Seller SKU, product price, order status, total amount paid, payment method, item ID, and customer data.

The Seller undertakes to offer only new and original products through the Marketplace. Re-conditioned products or products with damaged packaging are prohibited.

10.2 Service Level Agreement (SLA)

Failure to meet Bosanet’s SLA standards may result in penalties, listing suspension, payout holds, DOL restrictions, or account review.

10.3 DOL System (Daily Order Limit)

Bosanet reserves the right to limit the daily orders directed to the Seller if the Seller: (i) fails to comply with the guidelines in these Terms, (ii) shows behavior not in accordance with the quality standards established by Bosanet, including post-DTS shipments, cancellations, warranty claims, shipment of incomplete products, failure to ship missing parts, or ignoring repeated requests to complete a process, among other behaviors.

10.4 Prohibition of Seller Advertising in Shipments

The Seller undertakes not to send by any means — including in its own or Bosanet’s parcel, mail, flyers, labels, messages, or any other vehicle — propaganda, publicity, coupons, or any document, stamp, box, wrapper, bag, or label with promotions or sales of its products or other products to end customers or third parties. The fee established in Section 8.4 will be charged for any violation of this clause.

10.5 Payment Reconciliation

The Seller must reconcile transfers made by Bosanet within thirty (30) calendar days of receipt and notify Bosanet in writing of any discrepancies within that period. If no observations are submitted within this period, the transfers will be deemed accepted and satisfactory. Bosanet will review and respond to submitted observations within ten (10) business days.

10.6 Promotions and Campaigns

The Seller will make commercially reasonable efforts to adhere to promotions, contests, and discount campaigns that Bosanet offers to customers. Once the Seller has joined a campaign, they may not withdraw from it. Non-compliance entitles Bosanet to purchase the product from a third party and charge the cost to the Seller.

 

11. Cold Chain, Shipping, and Risk Transfer

The Seller is responsible for compliant packaging, shipping, and handling of all products, including maintaining validated cold chain controls and temperature integrity for perishable or temperature-sensitive products.

Bosanet may assist with shipping coordination through its network of freight and parcel vendors. All charges associated with such shipping will be transferred to the Buyer. Responsibility for product condition upon delivery remains with the Seller.

Bosanet is not responsible for delays, losses, or damage caused by third-party logistics and transportation vendors. Any damage or loss caused by wrong or missing product information or handling instructions provided by the Seller is solely the Seller’s responsibility.

The Seller must provide a valid physical pick-up address for all orders. The risk of loss transfers to the Buyer upon confirmed delivery at the destination address provided in the order, unless otherwise required by applicable law or agreed in writing.

Bosanet may recommend specific transport providers, but the Seller is free to choose its own carrier without implying any responsibility to Bosanet.

11.1 Delivery Cost Disputes

If a shipment presents delivery delays that result in additional costs, the person with direct responsibility in the dispatch (Seller) or receipt of the order (Buyer) bears those costs. In case of disagreement between Seller and Buyer, both parties accept that after three (3) days from the event, Bosanet shall define who is responsible.

 

12. Seller Representations — Products and Intellectual Property

12.1 Product Warranties

The Seller represents and warrants that all products: comply with applicable sanitary registries and official standards; conform to the specifications, images, and descriptions delivered to Bosanet for publication; are marketable and fit for the purposes offered; comply with applicable laws in the country of origin and destination; and will respond to Bosanet and Buyers for defects in materials, performance, operation, and manufacturing.

12.2 Prohibition on Non-Original and Refurbished Products

The sale of non-original, false, replicated, or copied products that infringe third-party rights is absolutely prohibited. This includes: replicating legally protected brands; reproducing exact or similar signs, images, or characteristics of original products; manufacturing or publishing another’s brand; or copying labels or wrappers used as brands.

The sale of used, refurbished, or upgraded products is also prohibited. All products must be new and original.

12.3 Intellectual Property License to Bosanet

The Seller accepts that Bosanet may use any distinctive sign owned by the Seller in marketing campaigns across online and offline communication channels. Due to this, the Seller undertakes to hold Bosanet harmless from any claim related to the marketing of its products through the Bosanet Marketplace platform.

The Seller will refrain at all times from using the Bosanet brand or other trademarks registered by Bosanet as its own, except within the framework of this Agreement.

 

13. Returns, Claims, and Perishable Goods

Due to the nature of Food & Beverage products, returns are not permitted except for non-conforming, unsafe, damaged, or incorrectly fulfilled goods. This limitation ensures food safety and sanitary compliance, regulatory compliance with food handling standards, and preservation of cold chain integrity.

The Seller is responsible for Buyer claims resulting from: spoilage or temperature abuse occurring before delivery; contamination, undeclared allergens, or mislabeling; damaged packaging affecting product safety; expired or short-dated products shipped; incorrect items shipped.

Bosanet may issue refunds or credits without requiring physical return for food safety reasons and will offset these amounts from Seller payouts. The Seller must cooperate with investigations and provide lot numbers, traceability records, shipping data, and corrective action plans upon request.

The Seller is not responsible for claims caused by Buyer mishandling, improper storage, or resale after shelf-life expiration.

 

14. Recalls and Food Safety Incidents

The Seller must immediately notify Bosanet of any recall, contamination risk, regulatory action, or safety incident. The Seller bears full responsibility for recall execution, regulatory reporting, consumer notification, and all related costs.

Bosanet may suspend listings, freeze payouts, or remove products to protect marketplace participants during any active recall or safety investigation.

 

15. Subscription Refund Policy

The following refund policy applies exclusively to subscription fees (Setup Fee and Monthly Access Fee). Marketplace transaction commissions are non-refundable.

15.1 Refund Eligibility Window

A refund request must be submitted before Day 23 (twenty-three) from the Seller’s Activation Date. Requests submitted on or after Day 23 will not be considered.

15.2 Automatic Refund Invalidation

A refund request is automatically invalidated — regardless of whether the 23-day window has elapsed — if ANY of the following services have been executed:

       Any product has been listed or placed in Draft status on the platform

       A Compliance Review has been initiated by Bosanet on behalf of the Seller

       The Seller has accessed or used the dashboard, catalog tools, or any platform feature

       The Value Chain Onboarding process has been initiated

       Any FDA/USDA process has been initiated on behalf of the Seller

15.3 Refund Amount and Scope

The percentage refunded (if any) and scope (Setup Fee, Monthly Fee, or both) are determined at Bosanet’s sole discretion based on actual costs incurred. Bosanet is not obligated to issue a full refund.

15.4 BNPL Refunds

If the subscription was paid via a Bosapay BNPL installment plan, any approved refund will be applied as a credit against the outstanding BNPL balance. Remaining installments continue to be due regardless of any approved refund credit.

15.5 Promotions and Campaign Non-Withdrawal

Once the Seller has joined a campaign or promotion, they may not withdraw from it. If the Seller fails to comply with a campaign after joining, Bosanet reserves the right to purchase the product from a third party at the Seller’s expense.

15.6 Year 2+ Cancellation

From Year 2 onward, monthly access fees are non-refundable. Cancellation of the subscription requires written notice at least fifteen (15) calendar days before the next billing cycle.

 

16. Marketplace Payments, Payouts, and Financial Enforcement

Bosanet will collect the value of purchase orders from Buyers on behalf of and for the account of the Seller, and will transfer the net value to the Seller after deducting its commission and any other amount owed to Bosanet or Bosapay.

All payouts are transferred solely to a bank account in the Seller’s name or to a Bosapay-verified account.

16.1 Payout Schedule

Unless otherwise agreed in writing, payouts may occur on a rolling basis (e.g., 7–30 days after confirmed delivery). Bosanet may delay payouts to account for refunds, disputes, or risk review. All payouts are net of fees, adjustments, refunds, penalties, and chargebacks.

16.2 Right to Withhold Payouts

Bosanet or Bosapay may temporarily withhold or suspend payouts if reasonably necessary to investigate: suspected fraud, excessive complaints, traceability gaps, regulatory inquiries, food safety concerns, negative order performance trends, or incomplete documentation. Such holds may remain in place until the investigation is completed.

16.3 Negative Balances

If the Seller’s account reflects a negative balance, the Seller must remit payment within ten (10) days. Bosanet or Bosapay may deduct negative balances from future payouts, charge stored payment methods, and engage collections if necessary.

16.4 Delivery Cost Disputes

If a shipment presents delivery delays that result in additional costs, the party with direct responsibility in the dispatch (Seller) or receipt of the order (Buyer) bears those costs. In case of disagreement between Seller and Buyer, both parties accept that after three (3) days from the event, Bosanet shall define who is responsible.

 

17. Taxes and Regulatory Charges

The Seller is solely responsible for all taxes, duties, tariffs, and governmental charges related to its sales through the platform, including sales tax, VAT/GST, import duties, and withholding taxes applicable in any jurisdiction. Bosanet does not assume any tax liability on behalf of the Seller.

 

18. Indemnification

The Seller agrees to indemnify and hold harmless Bosanet LLC, Bosanet Xpress, and their respective officers, directors, employees, and affiliates from any claims, losses, penalties, or expenses arising from: product regulatory violations, food safety issues, recalls, labeling inaccuracies, IP infringement, non-original product sales, financial defaults, buyer claims attributable to Seller actions, or breach of these Seller Terms.

 

19. Limitation of Liability

To the maximum extent permitted by law, Bosanet shall not be liable for indirect, incidental, or consequential damages. Bosanet’s total liability shall not exceed the greater of: (a) the amount of commissions and fees actually received by Bosanet from the Seller in connection with the specific transaction giving rise to the claim, during the six (6) months preceding the event, or (b) USD $500.

This limitation shall not apply to: (a) death or personal injury caused by Bosanet’s negligence; (b) fraud or fraudulent misrepresentation; (c) liabilities that cannot be legally excluded under applicable law.

 

20. Suspension, Termination, and Survival

Bosanet or Bosapay may suspend or terminate Seller access for: fraud, compliance risk, non-payment, IP violations, product authenticity violations, or platform abuse. Any ecosystem entity may act independently.

If the Seller incurs in IP/counterfeit violations: Bosanet may shut down the account temporarily or permanently, give immediate notice to competent authorities, and require the Seller to indemnify all affected parties. The Seller shall be subject to all applicable legal sanctions.

If a Seller decides to re-activate a product that has been removed for non-originality or quality violations, Bosanet reserves the right to terminate the services and any additional business relationship.

Outstanding financial obligations survive termination indefinitely until fully settled. The right of offset survives termination.

 

21. Force Majeure

Neither party shall be liable for failure or delay in performing obligations if such failure results from events outside its reasonable control, including acts of God, natural disasters, wars, terrorism, governmental acts, pandemics, strikes, infrastructure failures, internet disruptions, or cyber attacks (a “Force Majeure Event”). The affected party shall promptly notify the other and make commercially reasonable efforts to mitigate effects. If the Force Majeure Event persists for more than thirty (30) days, either party may terminate the affected agreement upon written notice.

 

22. General Provisions

22.1 Modifications

Bosanet reserves the right to modify these Seller Terms at any time. Changes will be effective upon posting on the platform. Bosanet will make commercially reasonable efforts to notify Sellers of material changes at least seven (7) calendar days prior to entry into force. Continued use of the Services constitutes acceptance.

22.2 Assignment

The Seller may not assign, transfer, or delegate any rights or obligations under these Terms without Bosanet’s prior written consent. Bosanet may assign these Terms freely in connection with a merger, acquisition, or sale of assets.

22.3 Severability

If any provision is held invalid or unenforceable, it shall be construed to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

22.4 Waiver

No waiver by Bosanet of any term shall be deemed a further or continuing waiver. Any waiver must be in writing and signed by an authorized representative of Bosanet.

22.5 Survival

The following provisions survive termination: indemnification, limitation of liability, warranties, product compliance, recall obligations, pending payment obligations, governing law, and confidentiality.

22.6 Entire Agreement

These Seller Terms, together with the Master Agreement, Buyer Terms, Privacy Policy, and all referenced marketplace policies, constitute the complete and exclusive agreement between the Seller and Bosanet regarding the subject matter herein and supersede all prior or contemporaneous oral or written agreements.

 

23. Governing Law, Jurisdiction, and Dispute Resolution

These Seller Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

The parties agree that the state and federal courts located in Miami-Dade County, Florida shall have exclusive jurisdiction over any dispute arising out of or relating to these Seller Terms.

23.1 Arbitration

Any dispute arising under these Terms shall first be subject to a good-faith negotiation period of thirty (30) calendar days. If unresolved, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA), seated in Miami-Dade County, Florida.

Class actions and jury trials are waived to the extent permitted by law. Either party may seek injunctive or other equitable relief in court for intellectual property or confidentiality violations.

 

Annex 1 — Fee Schedule

[Fee schedule to be completed by Bosanet — placeholder pending Gabo’s confirmation of rates]

 

BOSANET LLC  |  [email protected]  |  Miami, Florida, USA  |  Bosanet Seller Terms v1.2 — March 2026

BOSANET

ANNEX 1 — FEE SCHEDULE

Supplement to Seller Terms & Conditions v1.2

Bosanet LLC  |  Miami, Florida, USA  |  March 2026

Governing Principle — Commercial Proposal Controls

This Annex defines the categories, structure, and rules governing all fees applicable to Sellers on Bosanet Xpress. The specific amounts, rates, and terms applicable to each individual Seller are those set forth in the Commercial Proposal ("Propuesta Comercial") signed between Bosanet LLC and the Seller at the time of negotiation and onboarding.

The Commercial Proposal is a binding document executed separately and forms an integral part of the Seller’s agreement with Bosanet. In the event of any conflict between the amounts stated in a Commercial Proposal and any general communication or platform display, the Commercial Proposal prevails for the duration of its validity.

Fee amounts are not fixed in this Annex. They vary by Seller based on product category, geographic origin, order volume, market conditions, and commercial factors determined at the time of negotiation. Bosanet reserves the right to offer different rates to different Sellers. No Seller may claim any rate applicable to another Seller.

A. Setup and Onboarding Fees

The following fee categories apply at the time of Seller onboarding. Specific amounts are established in the Seller’s Commercial Proposal.

 

Fee Category

Description

Refundability

Setup Fee

One-time fee charged at registration. Covers platform onboarding, account configuration, and for International Sellers, enrollment in the Compliance Readiness Program.

Non-refundable per Seller Terms §15

Compliance Readiness Program

Covers administrative review, FDA/USDA guidance, product encoding coordination, and compliance confirmation prior to listing activation. Applicable to International Sellers.

Included in Setup Fee; non-refundable once initiated

Expedited Onboarding

Optional surcharge for accelerated compliance review and listing activation. Subject to Bosanet capacity and availability.

Non-refundable once process initiated

 

B. Platform Access Fees (Subscription)

Platform access fees are billed monthly from the Seller’s Activation Date. Rates for Year 1 and Year 2+ may differ and are established in the Commercial Proposal. The Year 1 rate reflects the inclusion of the Compliance Readiness Program for International Sellers.

 

Fee Category

Description

Billing Cycle

Monthly Access Fee — Year 1

Platform access during the first 12 months from Activation Date. Includes Compliance Readiness Program for International Sellers.

Monthly, from Activation Date

Monthly Access Fee — Year 2+

Recurring monthly platform access from Month 13 onward. Rate may be adjusted per updated Commercial Proposal or addendum.

Monthly, recurring

Annual Prepayment

Optional. Seller may prepay 12 months of access fees in advance. Discount rate, if any, established in Commercial Proposal.

One-time annual payment

Year 2+ rates require written confirmation to the Seller no later than 30 days before Year 2 commences. Continued use constitutes acceptance.

 

C. Transaction Commissions

Bosanet charges a commission on the gross value of each order processed through the Marketplace. Commission rates vary by product category, Seller classification, geographic origin, and channel, and are established in the Commercial Proposal. The following categories are recognized:

 

Commission Category

Description

Rate

Standard F&B

Base commission applicable to standard ambient Food & Beverage orders.

Per Commercial Proposal

Cold Chain / Refrigerated

Commission on orders requiring temperature-controlled logistics (refrigerated or frozen products).

Per Commercial Proposal

Frozen / Ultra-Cold

Commission on frozen or ultra-cold products requiring specialized handling.

Per Commercial Proposal

Specialty / Premium

Commission on specialty, artisan, or premium product categories as defined by Bosanet at listing activation.

Per Commercial Proposal

Global Marketplace

Commission on international cross-border transactions facilitated through the Global Marketplace.

Per Commercial Proposal

Promotional / Campaign Orders

Commission applicable during active Bosanet campaigns. Seller notified prior to campaign launch. May differ from standard rate.

Per Commercial Proposal

Private Label / White Label

Commission on products sold under Buyer’s or Bosanet’s own brand under a separate private label arrangement.

Per Commercial Proposal

Commissions are calculated on the gross order value (product price + applicable Buyer-visible fees), net of approved refunds. Commissions are deducted from Seller payouts by Bosapay prior to disbursement.

 

D. Subscription Payment Modalities

Sellers may pay subscription fees (Setup Fee and Monthly Access Fee) under one of the following modalities, as agreed in the Commercial Proposal and subject to Bosapay approval where applicable:

 

Modality

Description

Late Payment Fee

Contado — Full Upfront

Full payment of Setup Fee and first month’s access fee at registration. No deferred obligation.

Not applicable

Bosapay BNPL — Installment Plan

Installment payment of Setup Fee and/or monthly access fees over a defined period. Subject to Bosapay credit evaluation and approval. Installment schedule established in Commercial Proposal.

Applicable per Bosapay Terms v1.2 if any installment is not paid by its due date

Monthly Auto-Charge

Monthly access fee automatically charged to the Seller’s stored payment method on the billing date each month.

Applicable if charge fails and is not remedied within 5 business days of notification

 

E. Additional Fees and Penalty Schedule

The following penalty categories may be applied by Bosanet in addition to subscription and commission fees. Specific amounts for each penalty category are established in the Commercial Proposal or communicated to the Seller in writing at the time of the relevant event. Bosanet may deduct penalties from Seller payouts or invoice separately with fifteen (15) business days to pay.

 

Penalty Category

Trigger

Basis for Amount

Reference

Propaganda in Shipments

Seller includes advertising, coupons, flyers, or promotional materials of any kind in any shipment.

Per Commercial Proposal

Seller Terms §10.4

SKU Duplication

Seller duplicates a product within a master SKU with different characteristics or a different code.

Per Commercial Proposal

Seller Terms §7.2

IP / Product Representation Violation

Non-original, counterfeit, or IP-infringing products (Sections 7.1.2–7.1.3 of Seller Terms).

30% of total platform sales at Bosanet’s sole discretion

Seller Terms §8.2

Order Cancellation — Seller Fault

Seller cancels a confirmed order without valid justification.

Per Commercial Proposal

Seller Terms §10.2

Late Shipment

Seller ships after the DTS (Due to Ship) date without prior notice or approval.

Per Commercial Proposal

Seller Terms §10.2

Incomplete Shipment

Seller ships an incomplete order (missing items, incorrect quantities, or damaged packaging).

Per Commercial Proposal

Seller Terms §10.2

Audit Non-Cooperation

Seller fails to respond to Bosanet compliance audit or documentation requests within the specified timeframe.

Per Commercial Proposal

Seller Terms §6.3

Chargeback Recovery

Valid chargeback attributable to Seller error, mislabeling, or fraud.

Actual bank fee + administrative cost

Seller Terms §5.5

Recall / Safety Incident

Costs incurred by Bosanet to manage a product recall or safety incident attributable to Seller.

Actual costs incurred by Bosanet

Seller Terms §14

Negative Balance Recovery

Collection costs to recover a Seller negative balance.

Actual costs + applicable legal fees

Seller Terms §16.3

Campaign Non-Compliance

Seller withdraws from a campaign after joining, or fails to honor campaign pricing/availability.

Third-party replacement purchase cost charged to Seller

Seller Terms §10.6, §15.5

 

F. Late Payment Fees — Overdue Payments

Late payment fees apply to overdue subscription payments, BNPL installments, and unpaid invoices. The applicable rate is established in the Commercial Proposal and may not exceed the maximum permitted by applicable law. Late payment fees accrue from the day following the applicable due date until full payment is received and are administered by Bosapay LLC per Bosapay Terms v1.2.

 

Payment Type

Grace Period

Late Payment Fee

Escalation if Unresolved

BNPL Installment (Seller)

5 business days post due date

Per Commercial Proposal

Permanent BNPL revocation after 2 defaults in any 12-month period (Bosapay Terms §4.4)

Monthly Access Fee (auto-charge failure)

5 business days post billing date

Per Commercial Proposal

Listing suspension after 10 business days; account review

Invoice (manual billing)

15 business days from invoice date

Per Commercial Proposal

Collections referral after 30 days unresolved

Negative Balance

Immediate upon confirmation

Per Commercial Proposal

Stored payment method charged; collections referral

If no rate is established in the Commercial Proposal, the late payment fee defaults to the maximum rate permitted by the laws of the State of Florida, United States of America.

 

G. Payout Schedule

Payouts to Sellers are processed by Bosapay LLC on a rolling basis following confirmed delivery, subject to applicable deductions, holds, and risk review as described in Seller Terms §16 and Bosapay Terms §11. The payout window applicable to each Seller may be established or modified in the Commercial Proposal.

 

Seller Status

Standard Payout Window

Conditions

Active — Good Standing

7–14 business days after confirmed delivery

No active disputes, negative balances, or compliance holds; account history in good standing

New Account (first 90 days)

15–30 business days after confirmed delivery

Extended window during initial trust-building period; may be shortened per Commercial Proposal

Elevated Risk Profile

15–30 business days

Determined by Bosapay risk assessment; Seller notified

Active Investigation or Compliance Hold

Suspended until resolution

Applies during fraud, food safety, recall, or regulatory investigations

Negative Balance

Suspended until balance cleared

Payout released net of outstanding balance once fully resolved

Payout windows may be adjusted by Bosanet or Bosapay based on risk, volume, or commercial terms agreed in the Commercial Proposal. Bosapay is not liable for delays caused by third-party banking institutions, public holidays, or force majeure events.

 

H. Subscription Refund Policy — Financial Summary

The following summarizes the financial conditions applicable to subscription refund requests. Full policy is governed by Seller Terms §15.

 

Scenario

Refund Eligibility

Financial Treatment

Request submitted before Day 23; no services initiated

Potentially eligible at Bosanet’s sole discretion

Partial or full refund of Setup Fee and/or Monthly Fee based on actual costs incurred by Bosanet

Request submitted on or after Day 23

Not eligible

No refund; subscription continues per agreed terms

Any service initiated before Day 23 (automatic invalidation)

Not eligible regardless of window

No refund; all fees deemed earned and non-recoverable

Subscription paid via Bosapay BNPL

Credit against outstanding BNPL balance (not cash)

Remaining installments continue to accrue and are due regardless of refund credit applied

Year 2+ monthly access fees

Non-refundable

Cancellation requires 15 days’ prior written notice before next billing cycle

 

I. Fee Update and Amendment Policy

This Annex establishes the framework and categories governing Seller fees. Specific amounts are governed by the Commercial Proposal in effect for each Seller. The following rules apply to updates and amendments:

       Changes to fee amounts require a new Commercial Proposal or written addendum signed by both parties, or written notice from Bosanet with the advance notice period specified in Seller Terms §22.1 (minimum 7 calendar days for material changes).

       Changes to the fee categories or structure of this Annex (not individual amounts) are governed by Seller Terms §22.1 and require the same advance notice.

       A Seller’s continued use of the platform following receipt of a fee update notice constitutes acceptance of the updated terms.

       In the event of conflict between a rate in a Commercial Proposal and any rate communicated through the platform dashboard or general notices, the Commercial Proposal prevails for the duration of its validity period.

       Bosanet reserves the right to offer different rates to different Sellers based on individual commercial negotiations. No Seller may claim entitlement to rates offered to another Seller.

 

BOSANET LLC  |  [email protected]  |  www.bosanet.com  |  Annex 1 to Seller Terms v1.2 — March 2026

BOSANET

BUYER TERMS & CONDITIONS

Version 1.2  |  Effective: March 2026

Bosanet LLC  |  Miami, Florida, USA

1. Overview and Platform Role

These Buyer Terms & Conditions ("Buyer Terms") govern your access to and purchases through Bosanet Xpress, the B2B marketplace operated by Bosanet LLC, specialized in the Food & Beverage industry, accessible through its websites and digital applications (collectively, the "Services").

"Bosanet Xpress," "Bosanet," "we," "us," and/or "our" refer to Bosanet LLC. "You" and/or "your" refer to you as a Buyer using the Services.

These Buyer Terms, together with the Bosanet Ecosystem Master Agreement and Privacy Policy, govern your access to and purchase of products through the Services. By registering and accepting these Buyer Terms, you acknowledge that you have read, understood, and agreed to be bound by them.

Marketplace Facilitator Role. With respect to any purchase from a Seller through the platform (each, an "Order Contract"), Bosanet Xpress acts as a processing and facilitation platform authorized by Sellers to manage order placement, payments, and related services on their behalf. Bosanet Xpress does not assume Seller obligations related to product quality, food safety, or regulatory compliance, except as expressly stated in these Terms.

You agree that it is your sole responsibility as a Buyer to conduct all necessary and independent due diligence prior to purchase, including evaluating the legality, regulatory status, certifications, safety, and suitability of products for resale or distribution in your jurisdiction.

 

2. Buyer Registration and Approval

To purchase products through the Services, you must register, create a Buyer Account, and be approved by Bosanet Xpress. Bosanet reserves the right to suspend or deactivate your Buyer Account if we determine that you have violated these Buyer Terms or any applicable policies.

 

3. Buyer Channels — How Buyers Transact

Bosanet LLC serves Buyers through two distinct commercial channels. The applicable channel determines the pricing model, minimum order structure, payment options, and account management approach.

 

Feature

Xpress Channel (Digital)

Traditional Channel

Global Marketplace

Geographic scope

USA only

USA + Worldwide

Worldwide

Pricing model

Catalog price (standard)

Negotiated / exec-managed

Negotiated / variable

Order method

Platform / digital

PO, email, or platform

Platform / variable

Payment options

Net 30 / Net 60 / Contado

Per commercial agreement

Per commercial agreement

Account management

Self-service

Executive-managed

Variable

Buyer Terms applicability

Full applicability

Master legal framework; commercial terms governed by separate agreement

Full applicability

 

Traditional Channel: These Buyer Terms apply as the master legal framework for Traditional Channel relationships. Separate commercial agreements between Bosanet and Traditional Channel Buyers will govern commercial terms such as pricing, minimum order quantities, and payment schedules. In the event of conflict between a separate commercial agreement and these Buyer Terms on commercial matters only, the commercial agreement prevails. On all other matters (compliance, indemnification, liability, disputes, governing law), these Buyer Terms and the Master Agreement govern.

 

4. Product Compliance — Buyer’s Responsibility

Bosanet Xpress may perform a preliminary review of Sellers and products to assess basic marketplace eligibility. However, such review is limited in scope and does not constitute a certification, guarantee, or legal determination of compliance.

You agree that it is your sole responsibility as a Buyer to conduct all necessary independent due diligence prior to purchase, including evaluating:

       The legality and regulatory status of products for resale or distribution in your jurisdiction

       Food safety certifications, labeling accuracy, and allergen disclosures

       Import/export compliance requirements for your country of destination

       Intellectual property rights and third-party claims

Bosanet Xpress does not independently verify full regulatory compliance of products. Each Seller remains fully and exclusively liable for regulatory non-compliance, food safety violations, mislabeling, or IP infringement.

Order Fulfillment Rules

       Use of Third-Party Platforms. You agree not to fulfill or process orders placed through Bosanet Xpress using third-party websites or platforms, unless expressly approved by Bosanet Xpress.

       Minimum Order Requirements. Sellers may establish minimum purchase amounts per order ("Order Minimums"), which may differ between initial orders and reorders.

       Right to Refuse Orders. Sellers may decline to fulfill an order at their discretion. Bosanet Xpress reserves the right to cancel or suspend any transaction for any reason.

       Inventory Availability. Bosanet Xpress does not guarantee product availability or that sufficient inventory will exist to fulfill orders at any given time.

 

5. Test Products and Samples

Testers. Where offered by a Seller, test or demo products may be purchased. Buyers may include no more than one tester per product SKU in any qualifying order. Testers are non-returnable and non-refundable.

Samples. Unless otherwise stated by the Seller, product samples are not available through the Services.

 

6. Non-Circumvention and Seller Exclusivity

Non-Circumvention. You agree to place all orders for a Seller’s products through the Bosanet Xpress Services if you were first introduced to that Seller via the platform. You may not bypass, interfere with, or circumvent Bosanet Xpress by transacting directly with Sellers outside of the Services. Violations may result in suspension or permanent termination of your Buyer Account.

Seller Exclusivity. In certain cases, a Seller may explore the possibility of granting a Buyer a defined period of local or regional geographic exclusivity. Any such arrangement is strictly optional, is not guaranteed, and will only apply if expressly reviewed and approved in advance by both the Seller and Bosanet Xpress, in a separate written confirmation. No Buyer shall be deemed to have any exclusivity unless such written confirmation has been issued with the knowledge and participation of Bosanet Xpress. Bosanet Xpress reserves the right to decline, modify, or withdraw any proposed exclusivity arrangement at its discretion.

 

7. Shipping, Delivery, and Drop-Shipping

You agree to provide a valid physical shipping address for all orders. Drop-shipping to end customers is not permitted, nor is forwarding of purchased products to international destinations through mail forwarding services, unless expressly authorized by Bosanet Xpress.

Shipping costs will be reflected on your order invoice. Unless your order qualifies for free shipping, you are responsible for all applicable shipping charges, customs fees, duties, and taxes associated with the shipment.

Shipping Cost Structures

Sellers and/or Bosanet Xpress may establish:

       A fixed or estimated shipping rate applicable to certain orders

       Free shipping eligibility when an order meets a minimum purchase threshold

       Variable shipping rates based on weight, dimensions, origin, destination, or special handling requirements

Prior to shipment, the Seller or Bosanet Xpress may request an adjustment to previously indicated shipping costs due to changes in carrier rates, shipment characteristics, or handling needs. You may accept or decline such adjustments. If you decline or fail to respond within the specified timeframe, the order may be cancelled.

Lead Times and Order Tracking

Estimated lead times are for reference only and do not constitute a binding commitment. A Seller may accept, reject, or request modifications to an order. Where an order is confirmed and subsequently not shipped within two (2) weeks of confirmation, the applicable invoice due date and any return window will be automatically extended by two (2) additional weeks.

If an order is cancelled by the Seller after confirmation, or not shipped within a commercially reasonable timeframe, Bosanet Xpress may issue a refund to the Buyer and recover such amounts from the Seller.

Bosanet is not responsible for delays, losses, or damage caused by third-party logistics and transportation vendors.

 

8. Payment Terms

To place orders, you must link at least one approved payment method to your Buyer Account. By completing a purchase, you authorize Bosanet Xpress to charge your selected payment method for the full purchase amount, including applicable taxes and fees.

Credit Limits and Outstanding Credit Balance

The availability of Net 30 and Net 60 terms is subject to credit evaluation and monitoring of the total outstanding balance across all unpaid Order Contracts (the “Outstanding Credit Balance”). Bosanet Xpress may establish and modify a credit limit applicable to your Buyer Account. You may not create multiple accounts to evade credit limits.

 

Payment Terms Table

Modality

Description

Eligibility

Contado (immediate)

Full payment at time of order confirmation

All approved Buyers

Net 30

Payment due 30 days from invoice/contract date

Subject to Bosapay credit approval

Net 60

Payment due 60 days from invoice/contract date

Subject to Bosapay credit approval

 

9. Default, Mora, and Cross-Entity Enforcement

If you fail to pay any amount when due, Bosanet and/or Bosapay may, independently or jointly:

       Declare all outstanding amounts immediately due and payable (acceleration)

       Cancel or suspend one or more Order Contracts

       Temporarily suspend or permanently terminate your Buyer Account

       Reduce your credit limit to zero and revoke all deferred payment terms

       Apply any amounts payable to you by Bosanet toward outstanding balances (offset)

       Assess late payment fees and collection-related fees on overdue amounts at a rate permitted by applicable law

       Engage third-party collection agencies or pursue legal or equitable remedies

9.1 Substitute Payment Indemnification

In the event you fail to pay any portion of the Outstanding Credit Balance, Bosanet Xpress may, at its discretion, make payment of such amount to the applicable Seller or other entitled party (the “Discharged Party”). To the extent Bosanet makes such payment, you agree that you shall be fully liable to Bosanet Xpress for the same amount under the same terms as you were liable to the Discharged Party.

 

10. Logistics and Bosabox 3PL

Bosabox LLC is the preferred logistics, fulfillment, and 3PL provider within the Bosanet ecosystem. Where Bosabox is not available, third-party carriers and logistics providers will be used. Bosanet acts as the single point of contact for Buyers regarding logistics inquiries.

10.1 Bosabox Services Available to Buyers

       Order fulfillment, pick-pack-ship

       Last-mile delivery within the United States

       Distribution to points of sale

       Cold chain management and temperature-controlled logistics

       Shipment tracking and delivery confirmation

10.2 Responsibility Allocation by Incident Origin

 

Incident Origin

Responsible Party

Recourse

Damage during Bosabox-managed transport

Bosabox LLC

Claim through Bosanet / Bosabox

Damage due to Seller packaging failure

Seller

Claim against Seller via Bosanet

Loss by third-party carrier

Third-party carrier

Insurance claim; Bosanet assists

Delivery delay from incorrect Buyer address

Buyer

No recourse; Buyer’s responsibility

Cold chain breach (Seller-packed)

Seller

Seller liable; replacement or refund

Cold chain breach (Bosabox-packed)

Bosabox LLC

Bosabox liability; claim through Bosanet

 

11. Taxes and Duties

For transactions completed through Bosanet Xpress, applicable taxes may be calculated and included on the order invoice, in accordance with applicable laws. You are responsible for payment of the full invoiced amount, including any applicable taxes, duties, or governmental charges.

You assume full responsibility for the accurate reporting and payment of any taxes, including sales tax, VAT, GST, import duties, or similar charges, as required by your jurisdiction. You agree to indemnify and hold Bosanet harmless from any related claims, penalties, interest, or assessments.

 

12. Returns, Refunds, and Cancellation Policy

This Policy applies to purchases of Food & Beverage products made through Bosanet Xpress. Due to the nature of F&B goods, returns and refunds are subject to stricter conditions than those applicable to other product categories.

12.1 General Rule — Final Sale

All Food & Beverage products are final sale and not eligible for return. However, a refund or replacement may be granted depending on the reason for refusal.

12.2 Eligible Exceptions

A refund or replacement may be granted only if the Buyer demonstrates that the product:

       Arrived damaged, spoiled, contaminated, or unsafe for consumption

       Was delivered outside the required temperature range, where applicable

       Does not match the confirmed order specifications (wrong product, quantity, or batch)

       Has expired by the time of delivery, or has less than 2 weeks until expiration date at delivery

12.3 Reporting Requirements

       Issues must be reported within 24 hours of delivery for refrigerated or frozen goods

       Issues must be reported within 48 hours of delivery for shelf-stable products

       Claims must be submitted through the Buyer Account on Bosanet Xpress

       Clear photographic evidence must be provided, including: product condition, packaging, lot number and expiration date, and temperature indicators if applicable

Failure to report within the applicable timeframe or without appropriate evidence will result in the order being deemed accepted and satisfactory. No refund or replacement will be granted.

12.4 Claim Resolution

If a claim is validated, Bosanet Xpress or the Seller may, at their discretion: issue a full or partial refund, issue a credit for future purchases, or arrange a replacement shipment. Shipping costs for F&B products are non-refundable.

12.5 Items Not Eligible for Refund

       Opened, partially consumed, or tampered products

       Products past or close to expiration due to Buyer storage conditions

       Seasonal, promotional, clearance, or “final sale” food items

       Customized, private-label, or made-to-order food products

       Products stored or handled contrary to Seller or manufacturer instructions

12.6 Order Cancellations

Orders containing frozen or refrigerated products cannot be cancelled once confirmed or processed by the Seller. Cancellation requests submitted prior to processing may be accepted at the Seller’s discretion and may be subject to administrative or restocking fees.

12.7 Buyer Responsibilities Upon Delivery

Buyers are responsible for receiving shipments promptly, ensuring appropriate storage conditions immediately upon delivery, and verifying product condition, quantities, and temperature at receipt.

12.8 Fraud Prevention

Bosanet Xpress reserves the right to reject claims lacking sufficient evidence, limit refunds for repeated or abusive claims, and charge the Buyer’s payment method in cases of suspected misuse or fraud. All determinations regarding perishable product claims are final.

 

13. Limited License — Food & Beverage Content

Bosanet Xpress may display product-related content including photographs, ingredient lists, nutritional information, certifications, product descriptions, brand stories, labels, and packaging images (the "Content"). You are granted a limited, royalty-free, non-exclusive, non-assignable, non-sublicensable, and revocable license to use the Content solely on your own company website or physical point of sale, and only for the purpose of reselling the exact same product purchased through the Services.

13.1 Marketing and Advertising Restrictions

You may not use the Content in paid or organic advertising campaigns, social media posts or ads (including Facebook, Instagram, Google, TikTok, or similar platforms), email marketing, promotional flyers, or third-party marketplaces, without the prior written consent of the Content owner (Brand or Seller).

13.2 Ownership

You are a licensee only and do not acquire any ownership, intellectual property, or proprietary rights in the Content. All Content remains the exclusive property of the applicable Brand or rights holder.

 

14. Disputes

For any dispute related to an order, you agree that Bosanet Xpress will act as an intermediary between you and the Seller to help address the issue. Bosanet will make commercially reasonable, good-faith efforts to facilitate communication. Both parties agree to cooperate in good faith and respond in a timely manner.

Dispute escalation: If not resolved through the Bosanet intermediary process within thirty (30) calendar days, the dispute shall be submitted to binding arbitration administered by the AAA in Miami-Dade County, Florida.

Bosanet does not guarantee resolution and does not assume liability for the outcome of disputes between Buyers and Sellers, except as expressly provided in these Terms. Bosanet’s liability is limited to amounts actually received in connection with the specific transaction in dispute.

 

15. Indemnification

You are solely responsible for any loss, damage, or harm caused to third parties arising from your participation in Bosanet Xpress, your use of the Services, or any violation of these Buyer Terms, applicable laws, regulations, or third-party rights.

You agree to defend, indemnify, and hold harmless Bosanet LLC, Bosanet Xpress, Bosapay LLC, and Bosabox LLC and their respective officers, directors, employees, agents, and service providers from and against any claims, liabilities, damages, losses, judgments, penalties, costs, and expenses arising from: your breach of these Terms, misuse of the Services, non-compliance with applicable F&B regulations, or non-payment of amounts due.

 

16. Limitation of Liability

To the maximum extent permitted by applicable law, all risks arising from your access to and use of the Bosanet Xpress platform and related services rest solely with you. No ecosystem entity shall be liable for indirect, incidental, special, or consequential damages.

The total aggregate liability of Bosanet LLC, Bosanet Xpress, Bosapay LLC, and Bosabox LLC arising out of or in connection with these Terms shall not exceed the greater of: (a) the amount actually received by Bosanet in connection with the specific transaction giving rise to the claim during the six (6) months preceding the event, or (b) USD $500.

This limitation shall not apply to: (a) death or personal injury caused by Bosanet’s negligence; (b) fraud or fraudulent misrepresentation; (c) liabilities that cannot be legally excluded under applicable law.

 

17. Termination

If you breach any of these Buyer Terms, Bosanet reserves the right to temporarily suspend or permanently terminate your Buyer Account, without prior notice. You remain fully liable for any outstanding amounts or obligations accrued prior to the effective date of termination.

You may terminate your relationship with Bosanet at any time through available communication channels. Bosanet will close your Buyer Account once all outstanding balances and obligations have been fully settled.

 

18. Force Majeure

Neither party shall be liable for failure or delay in performing obligations if such failure results from a Force Majeure Event, including acts of God, natural disasters, wars, terrorism, governmental acts, pandemics, strikes, infrastructure failures, or cyber attacks. The affected party shall promptly notify the other and make commercially reasonable efforts to mitigate effects. If a Force Majeure Event persists for more than thirty (30) days, either party may terminate the affected agreement upon written notice.

 

19. General Provisions

19.1 Modifications

Bosanet reserves the right to modify these Buyer Terms at any time. Changes will be effective upon posting on the platform. Bosanet will make commercially reasonable efforts to notify Buyers of material changes via email or platform notification at least seven (7) calendar days in advance. Continued use of the Services constitutes acceptance.

19.2 Notices

All notices must be in writing and will be deemed duly delivered when: (a) delivered personally; (b) sent by certified mail with return receipt; (c) sent by recognized courier with delivery confirmation; or (d) sent by email with confirmation of receipt. Notices to Bosanet: [email protected].

19.3 Assignment

You may not assign, transfer, or delegate any rights or obligations under these Terms without Bosanet’s prior written consent. Bosanet may assign freely in connection with a merger, acquisition, or sale of assets.

19.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.5 Waiver

No waiver by Bosanet shall be deemed a further or continuing waiver. Any waiver must be in writing and signed by an authorized representative of Bosanet.

19.6 Survival

The following provisions survive termination: indemnification, limitation of liability, content license, pending payment obligations, governing law, and confidentiality.

19.7 Entire Agreement

These Buyer Terms, together with the Master Agreement, Seller Terms, Privacy Policy, and all referenced policies, constitute the complete and exclusive agreement between you and Bosanet regarding the subject matter herein and supersede all prior or contemporaneous oral or written agreements.

 

20. Governing Law, Jurisdiction, and Dispute Resolution

These Buyer Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict of law principles. The CISG (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.

The exclusive jurisdiction and venue for any legal action shall be the competent courts of the State of Florida, in Miami-Dade County. Each party irrevocably submits to such jurisdiction and waives any objection thereto.

20.1 Arbitration

Any dispute arising under these Terms shall first be subject to a good-faith negotiation period of thirty (30) days. If unresolved, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA), seated in Miami-Dade County, Florida.

Class actions and jury trials are waived to the extent permitted by law. Either party may seek injunctive or other equitable relief in court for intellectual property or confidentiality violations.

 

BOSANET LLC  |  [email protected]  |  Miami, Florida, USA  |  Bosanet Buyer Terms v1.2 — March 2026

BOSAPAY LLC

TERMS & CONDITIONS OF PAYMENT SERVICES

Version 1.2  |  Effective: March 2026

Bosapay LLC  |  Miami, Florida, USA

1. Introduction and Scope of Services

These Terms & Conditions ("Bosapay Terms") govern the use of payment, settlement, fee collection, and financial services provided by Bosapay LLC ("Bosapay", "we", "us", or "our").

Bosapay provides payment facilitation, BNPL (Buy Now, Pay Later) installment plans, trade credit management, fee collection, settlement, and related financial services to users participating in the Bosanet ecosystem, including:

       Sellers and Buyers operating on Bosanet LLC and its marketplace "Bosanet Xpress"; and

       Sellers utilizing logistics, fulfillment, warehousing, or related services provided by Bosabox LLC.

By accessing or using Bosapay services, you acknowledge that you have read, understood, and agree to be bound by these Bosapay Terms, as well as any applicable Bosanet Xpress Buyer Terms, Seller Terms, and Bosabox service terms, which are incorporated herein by reference.

 

2. Relationship Between Bosapay, Bosanet, and Bosabox

Bosapay, Bosanet, and Bosabox are separate but affiliated entities operating as part of an integrated commercial and financial ecosystem. Each entity remains legally distinct.

2.1 Operational Coordination

You expressly acknowledge and agree that Bosapay may consult, communicate, and coordinate with Bosanet and Bosabox for purposes including:

       Payment processing and settlement

       Marketplace and subscription fee collection

       Risk management and fraud prevention

       Credit evaluation and exposure monitoring

       Dispute management and refunds

       Regulatory, tax, and compliance reviews

2.2 Information Sharing

Bosapay is authorized to access, review, and rely upon operational, financial, and performance data generated by Bosanet and Bosabox, including order history, fulfillment status, disputes, chargebacks, refunds, penalties, inventory discrepancies, recalls, or compliance flags.

2.3 No Separate Consent Required

You waive any requirement for separate consent for coordination or data sharing between Bosapay, Bosanet, and Bosabox, provided such actions are taken in good faith for legitimate business, risk, or compliance purposes.

 

3. Payment Processing and Fee Collection Authority

Bosapay acts as a payment facilitator and financial agent for the collection of amounts owed by Sellers or Buyers under Bosanet and Bosabox commercial arrangements.

Bosapay may collect, process, and settle, without limitation:

       Marketplace commissions

       Platform service, subscription, and onboarding fees

       Promotional or marketing fees

       Logistics, warehousing, or fulfillment fees

       Refunds issued to Buyers

       Chargebacks and related bank or administrative fees

       BNPL installment receivables

       Penalties, platform adjustments, and late payment fees

All collections are subject to the applicable terms agreed between you and Bosanet and/or Bosabox.

 

4. Deferred Payment and Credit Services

Bosapay provides deferred payment and credit services to eligible ecosystem participants. These services are structured differently for Sellers and Buyers, as described in this section.

 

Modality

Available To

Description

Default Terms

BNPL — Installment Plan

Sellers

Installment payment of Year 1 Setup Fee and/or monthly access fees

Per credit approval; subject to Section 4.4

Net 30

Buyers

Trade credit; payment due 30 days from invoice date

Interest-free if paid on time

Net 60

Buyers

Trade credit; payment due 60 days from invoice date

Interest-free if paid on time

Factoring

Traditional Channel

Advance of invoice value against Seller receivables

Per separate factoring agreement

 

4.1 BNPL — Installment Plans for Sellers

Eligible Sellers may pay their Year 1 Setup Fee and/or monthly access fees through a Bosapay-approved installment plan ("BNPL") instead of paying upfront (contado). BNPL — Sellers only applies exclusively to subscription fees — not to product transactions. Approval is at Bosapay's sole discretion.

4.2 Trade Credit for Buyers — Net 30 / Net 60

Eligible Buyers may be granted interest-free trade credit, allowing deferred payment on product purchases on a Net 30 or Net 60 basis (30 or 60 calendar days from the contract or invoice date). Trade credit for Buyers is not a BNPL product — it is a commercial credit facility extended by Bosapay to approved business Buyers to facilitate B2B procurement. Availability is subject to Bosapay credit evaluation, ongoing monitoring, and the Buyer's Outstanding Credit Balance.

4.3 Credit Limits and Outstanding Credit Balance

Bosapay may establish and modify a credit limit applicable to each Buyer Account. If approving deferred payment terms for a new order would cause the Buyer’s Outstanding Credit Balance to exceed their credit limit, Bosapay may require Payment on Shipment for that order.

Buyers may request a credit limit review or increase, subject to Bosapay approval. Buyers may not create multiple accounts to evade credit limits.

4.4 Default and Acceleration

If any BNPL installment (Seller) or trade credit amount (Buyer) is not paid when due:

       The full outstanding balance becomes immediately due and payable (acceleration)

       Late payment fees accrue at the rate specified in the applicable agreement or as permitted by applicable law, calculated from the due date until payment is received

       Bosapay may charge collection-related fees and expenses

       Bosapay may suspend or revoke BNPL privileges (Sellers) and/or trade credit facilities (Buyers)

       Bosapay may withhold payouts, offset balances, and engage collections

       Both Bosanet and Bosapay may enforce independently or jointly

       Bosapay may permanently revoke BNPL access after two (2) defaults within any 12-month period

 

5. Right of Setoff, Netting, and Offset of Balances

To the maximum extent permitted by law, you expressly authorize Bosapay to set off, net, or offset any amounts owed by you against any amounts payable to you within the Bosanet ecosystem. This includes, without limitation:

       Offsetting Seller payouts against outstanding balances

       Applying future earnings to negative balances

       Deducting refunds, penalties, or chargebacks from settlements

       Coordinating with Bosanet or Bosabox to apply credits or holds

Bosapay may perform such offsets without prior notice, provided that transaction records are made available upon request. This right survives termination.

 

6. Outstanding Balances, Negative Accounts, and Collection Rights

If your account reflects a negative balance or unpaid obligation arising from marketplace activity:

       All outstanding amounts become immediately due and payable

       Bosapay may charge any stored or authorized payment method on file to recover outstanding balances

       Bosapay may instruct Bosanet or Bosabox to withhold, delay, or suspend payouts until balances are resolved

       Unresolved balances may be referred to third-party collection agencies, to the extent permitted by law

       You remain fully liable for all outstanding obligations, regardless of account suspension or termination

If Bosapay or Bosanet makes a payment to a Seller or other entitled party on your behalf due to your non-payment, you are fully liable to reimburse such amount under the same terms as your original obligation.

 

7. Default Enforcement Table

 

Enforcement Action

Trigger

Applied To

Full balance acceleration

Any installment or invoice past due

Seller (BNPL installment) / Buyer (trade credit)

Late payment fees

Payment not received by due date

Seller / Buyer

Account suspension

Default not cured within grace period

Seller / Buyer

BNPL permanent revocation

2+ defaults in any 12-month period

Seller

Payout offset

Outstanding balance vs. pending payout

Seller

Stored payment method charge

Negative balance recovery

Seller / Buyer

Third-party collections

Unresolved balance after demand

Seller / Buyer

Product listing pause

Active default by Seller

Seller

Order cancellation / suspension

Buyer account in default

Buyer

 

8. Right to Withhold Payouts for Risk, Investigation, or Compliance

Bosapay may temporarily withhold or delay payouts, settlements, or disbursements if reasonably necessary to investigate:

       Suspected fraud or misuse

       Excessive disputes or chargebacks

       Regulatory or food safety investigations

       Traceability or documentation gaps

       Unusual transaction patterns or platform integrity risk

       Incomplete documentation

Such holds may remain in effect until the investigation is completed to Bosapay’s satisfaction. Bosapay shall not be liable for delays caused by such protective measures.

 

9. Authorization to Store and Use Payment Methods

You authorize Bosapay to securely store your payment credentials in compliance with applicable PCI-DSS and security standards for purposes including: fee collection, settlement adjustments, refunds, penalties or chargebacks, BNPL installment collection, and negative balance recovery.

You acknowledge that valid payment credentials must be maintained at all times while participating in the Bosanet ecosystem.

 

10. Chargebacks, Disputes, and Refund Allocation

In the event of a chargeback or Buyer dispute:

       Bosapay may debit the disputed amount and any associated bank or administrative fees from your account

       Bosapay may coordinate with Bosanet to issue Buyer refunds where required

       You are responsible for reimbursing Bosapay for all valid chargeback-related costs

Bosapay does not guarantee favorable dispute outcomes and is not liable for issuing refunds in good faith to protect platform integrity.

 

11. Payout Schedule and Deductions

11.1 Authorized Deductions from Payouts

Bosapay may deduct from Seller payouts, without prior notice:

       Buyer refunds

       Chargebacks and bank penalties

       Platform or fulfillment fees

       SLA penalties and administrative fees

       Recall or spoilage costs

       BNPL installment arrears

       Negative balances from prior periods

       Any other amount owed by the Seller under applicable ecosystem terms

11.2 Payout Timeline

Payouts are generally processed on a rolling 7–30 day basis after confirmed delivery, subject to risk review, active disputes, and applicable deductions. Bosapay may extend payout timelines during investigations or holds.

11.3 Reconciliation

The Seller must reconcile payouts within thirty (30) calendar days of receipt and notify Bosapay in writing of any discrepancies within that period. If no observations are submitted within this period, the payouts will be deemed accepted and satisfactory. Bosapay will review and respond to submitted observations within ten (10) business days.

 

12. AML / KYC / FinCEN Compliance

Bosapay operates as a payment facilitator and may qualify as a Money Services Business (MSB) under applicable U.S. federal law. Bosapay maintains an AML/BSA compliance program and fulfills applicable FinCEN registration and reporting obligations.

       KYC Verification: All Sellers and Buyers are subject to Know Your Customer (KYC) identity verification prior to account activation and on an ongoing basis.

       OFAC and PEP Screening: All participants are screened against OFAC sanctions lists, the PEP (Politically Exposed Persons) database, and applicable international sanctions lists at onboarding and periodically thereafter.

       Suspicious Activity Reporting (SAR): Bosapay may file Suspicious Activity Reports (SARs) with FinCEN where required by law. Bosapay is prohibited by law from disclosing SAR filings to the subject of the report.

       Account Freeze: Bosapay may freeze accounts, withhold payouts, and block transactions where required by law or where there is a reasonable basis to suspect money laundering, sanctions violations, or other financial crimes.

       Non-Cooperation: Failure to provide required KYC documentation may result in immediate account suspension or termination.

 

13. Taxes

Sellers and Buyers remain solely responsible for all sales tax, VAT/GST, customs duties, withholding taxes, and any other taxes applicable to their transactions. Bosapay does not assume any tax liability on behalf of users. Bosapay may assist with calculations but does not guarantee accuracy of tax determinations.

 

14. Limitation of Liability

To the maximum extent permitted by applicable law:

       Bosapay shall not be liable for indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption

       Bosapay’s total aggregate liability arising out of or related to these Terms shall not exceed the greater of: (a) the amount of fees actually received by Bosapay in connection with the specific transaction giving rise to the claim during the six (6) months preceding the event, or (b) USD $500

       These limitations are a fundamental basis of the commercial relationship and survive termination.

This limitation shall not apply to: (a) death or personal injury caused by Bosapay’s negligence; (b) fraud or fraudulent misrepresentation; (c) liabilities that cannot be legally excluded under applicable law.

 

15. Indemnification

You agree to indemnify, defend, and hold harmless Bosapay, Bosanet, and Bosabox, and their respective officers, directors, employees, and affiliates, from any claims, losses, damages, penalties, or expenses arising from:

       Your breach of these Terms

       Outstanding balances or unpaid fees

       Fraudulent or unlawful activity

       Chargebacks or Buyer claims attributable to you

       Non-payment or late payment of obligations

 

16. Suspension and Termination

Bosapay may suspend or terminate your access to payment services at any time if you:

       Maintain unpaid balances or fail to remit amounts due

       Engage in fraudulent or abusive conduct

       Create material financial or compliance risk to the ecosystem

       Breach these Terms or any applicable Bosanet or Bosabox terms

Termination does not relieve you of outstanding payment obligations. All amounts owed survive termination indefinitely until fully settled.

 

17. Governing Law and Jurisdiction

These Bosapay Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

Exclusive jurisdiction and venue shall lie in the state or federal courts located in Miami-Dade County, Florida.

Any dispute shall first be subject to a good-faith negotiation period of thirty (30) days. If unresolved, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA), seated in Miami-Dade County, Florida. Class actions and jury trials are waived to the extent permitted by law.

 

18. Modifications and Entire Agreement

Bosapay reserves the right to modify these Terms at any time, with prior written notice where commercially reasonable. Continued use of Bosapay services after posting of any changes constitutes acceptance.

These Bosapay Terms, together with the applicable Bosanet Xpress Seller Terms, Buyer Terms, Bosabox Terms, and Master Agreement, constitute the entire agreement governing payment services within the Bosanet ecosystem and supersede all prior oral or written agreements on this subject matter.

 

Financial Annex — Fee Categories and Payout Structure

This Annex forms part of the Bosapay Terms and summarizes the principal fee and enforcement categories applicable to Sellers and Buyers within the Bosanet ecosystem.

 

A. Seller Fee Categories (cross-reference with Seller Terms Annex 1)

Fee Type

Trigger

Rate / Amount

Setup Fee

Year 1 onboarding

Per Annex 1 (Seller Terms)

Monthly Access Fee

Year 1 and Year 2+ recurring

Per Annex 1 (Seller Terms)

Transaction Commission

Per order processed

Per Annex 1 (Seller Terms)

Propaganda in Shipments Penalty

Violation of Section 10.4 (Seller Terms)

Per penalty schedule (Section 8.4)

SKU Duplication Penalty

Violation of Section 7.2 (Seller Terms)

Per penalty schedule

IP/Product Representation Penalty

Violation of Sections 7.1.2–7.1.3

30% of total platform sales

Late BNPL Payment Fee

Overdue installment

Per agreement / applicable law

Collection Costs

Referred to collections

Actual costs + legal fees

 

B. Buyer Fee Categories

Fee Type

Trigger

Rate / Amount

Net 30 Late Fee

Payment not received by Day 30

Late payment fee per applicable law

Net 60 Late Fee

Payment not received by Day 60

Late payment fee per applicable law

Collection Costs

Referred to collections

Actual costs + legal fees

Chargeback Fee

Improper or fraudulent dispute

Bank fee + administrative cost

 

C. Payout Schedule

Payout Window

Condition

7–14 business days (standard)

Standard Seller in good standing; no active disputes

15–30 business days (extended)

First 90 days of account; elevated risk profile; dispute in progress

Held / suspended

Active investigation, recall, regulatory inquiry, or negative balance

 

D. Safety Holds and Investigations

Bosapay may place payout holds for: fraud suspicion, excessive disputes, traceability gaps, regulatory or health authority inquiries, or pattern-based risk signals. Bosapay is not liable for losses arising from such holds.

 

BOSAPAY LLC  |  [email protected]  |  Miami, Florida, USA  |  Bosapay Terms v1.2 — March 2026