Terms and Conditions

Last Updated: 25/6/2025

These Terms and Conditions ("Terms") govern your access to and use of the XPharms Xchange platform (the "Platform"), owned and operated by XPharms Xchange Pty, a company established under the laws of Thailand ("XPharms Xchange," "we," "us," or "our").

By accessing, browsing, registering for an account, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Cookies Policy, and any other policies or agreements referenced herein or on the Platform. If you do not agree to these Terms, you may not access or use the Platform.

IMPORTANT NOTICE:

These Terms constitute a legally binding agreement between you and XPharms Xchange governing your use of the Platform's services. XPharms Xchange operates as a managed marketplace facilitator and is NOT a party to any contract for sale or purchase entered into directly between Buyers and Sellers on the Platform. All transactions facilitated through the Platform result in a separate binding legal contract for sale solely between the Buyer and the Seller.

XPharms Xchange Terms and Conditions

Last Updated: 25/6/2025

By accessing, browsing, registering for an account, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Cookies Policy, and any other policies or agreements referenced herein or on the Platform. If you do not do not agree to these Terms, you may not access or use the Platform.

IMPORTANT NOTICE: These Terms constitute a legally binding agreement between you and XPharms Xchange governing your use of the Platform's services. XPharms Xchange operates as a managed marketplace facilitator and is NOT a party to any contract for sale or purchase entered into directly between Buyers and Sellers on the Platform. All transactions facilitated through the Platform result in a separate binding legal contract for sale solely between the Buyer and the Seller.

1. Definitions

The following terms shall have the meanings set forth below:

Buyer(s): Any User who registers to purchase Products on the Platform.

COA (Certificate of Analysis): A document issued by an accredited laboratory confirming the cannabinoid profile, purity, and other relevant characteristics of a Medicinal Cannabis Product.

Contract of Sale: The separate, binding legal agreement formed directly between a Buyer and a Seller for the purchase and sale of Medicinal Cannabis Products, facilitated by the Platform.

Hedera Network: The distributed ledger technology (DLT) network on which XPharms Xchange's smart contracts and payment system are built.

KYC/AML: Refers to "Know Your Customer" and "Anti-Money Laundering" verification processes, mandatory for all Users.

Medicinal Cannabis Product(s): Cannabis products, including but not limited to dried flower, biomass, extracts, oils, and finished medicinal products, that are legally cultivated, processed, distributed, imported, and exported for medicinal purposes in the respective jurisdictions of the transacting parties.

Milestone-Based Payment(s): Payments facilitated through smart contracts that are released sequentially to the Seller as predefined order milestones (e.g., order confirmation, shipment verification, customs clearance, final delivery, post-delivery final testing/quality acceptance) are met.

Platform: The XPharms Xchange B2B marketplace, accessible via web or other interfaces, including its functionalities, services, and associated technologies.

Purchase Money Security Interest (PMSA): A legal clause in these Terms that grants XPharms Xchange (and/or the Seller, as applicable) security rights over shipped goods in the event of a Buyer's payment default for non-quality reasons.

Seller(s): Any User who registers to list and sell Medicinal Cannabis Products on the Platform.

Smart Contract(s): Self-executing contracts with the terms of the agreement directly written into code on the Hedera Network, automating Milestone-Based Payments.

Transaction Fee(s): A 4% fee levied by XPharms Xchange on the total value of each successfully completed order, split evenly between the Buyer (2%) and the Seller (2%).

User(s): Any legally recognized business entity (including Cultivators, Processors, Distributors, Wholesalers, and Buyers) that registers for and uses the XPharms Xchange Platform.

2. Eligibility and Account Registration

2.1. Eligibility: To access and use the Platform, you must be a legally recognized business entity engaged in the medicinal cannabis trade, possessing all necessary and valid licenses, permits, and certifications required by your local, national, and international jurisdictions for your specific role (e.g., cultivation, processing, distribution, import, export, purchase) of Medicinal Cannabis Products. By registering, you represent and warrant that you meet all such eligibility criteria.

2.2. Account Creation: To register for an account, you must provide accurate, current, and complete information as requested by XPharms Xchange. You agree to update such information promptly if it changes.

2.3. KYC/AML Compliance: All Users are required to undergo mandatory Know Your Customer (KYC) and Anti-Money Laundering (AML) verification checks upon registration and periodically thereafter, as deemed necessary by XPharms Xchange or required by applicable law. This includes providing business registration documents, financial information, and personal identification documents for beneficial owners and key personnel. Failure to complete or pass KYC/AML verification will result in denial of access to or suspension of your account.

2.4. Licensing Verification: XPharms Xchange will verify your submitted licenses, permits, and certifications to ensure their validity and compliance with relevant regulatory standards. XPharms Xchange reserves the right to suspend or terminate your account if any submitted documentation is found to be invalid, expired, or fraudulent.

2.5. Account Security: You are solely responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to notify XPharms Xchange immediately of any unauthorized use of your account or any other breach of security. XPharms Xchange will not be liable for any loss or damage arising from your failure to comply with this section.

3. Services Provided by XPharms Xchange

3.1. Platform Facilitation: XPharms Xchange provides an online marketplace platform that facilitates the connection and transaction of Medicinal Cannabis Products between legally licensed Buyers and Sellers globally. We enable product discovery, communication, negotiation, contract management, and secure payment processing.

3.2. Nature of Contracts: XPharms Xchange is solely a facilitator of the transaction process. We are not a party to, and have no responsibility or liability for, any Contract of Sale formed directly between Users on the Platform, including but not limited to the quality, safety, legality of listed products, or the accuracy of product descriptions. All transactions for Medicinal Cannabis Products facilitated through the Platform result in a separate binding legal Contract of Sale formed solely between the Buyer and the Seller.

3.3. Blockchain-Powered Operations: The Platform leverages Hedera Network and smart contracts to provide enhanced security, transparency, and efficiency for transactions, particularly for Milestone-Based Payments.

3.4. Value-Added Services: XPharms Xchange may offer optional value-added services (e.g., Third-Party Product Validation, premium features, liquidity solutions) for additional fees. The terms for such services will be outlined separately or within your specific User role agreement.

4. User Responsibilities and Obligations

4.1. Compliance with Laws: You agree to comply with all applicable local, national, and international laws, regulations, and industry standards pertaining to your business activities on the Platform, including but not limited to those related to the cultivation, processing, distribution, import, export, and sale/purchase of Medicinal Cannabis Products, data privacy, anti-money laundering, and sanctions and export control laws.

4.2. Accuracy of Information: You are solely responsible for the accuracy, completeness, and legality of all information you provide to XPharms Xchange and all content you submit to the Platform (e.g., product listings, business profiles, COAs, communications).

4.3. Prohibited Activities: You agree not to engage in any of the following prohibited activities: * Any illegal or fraudulent activities. * Misrepresentation of your business, licenses, products, or services. * Circumventing XPharms Xchange's fees or payment processes. * Harassment, abuse, or discrimination of other Users or XPharms Xchange personnel. * Posting or transmitting harmful, offensive, or inappropriate content. * Attempting to interfere with the proper working of the Platform. * Any unauthorized access to the Platform or other Users' accounts/data. * Attempting to track or deanonymize another User's financial activity via public blockchain data. * Any activity that would violate the UN Single Convention on Narcotic Drugs or other international conventions.

4.4. Cooperation: You agree to cooperate fully with XPharms Xchange in any investigation of suspected illegal, fraudulent, or improper activity on the Platform.

4.5. Non-Circumvention: You agree not to, directly or indirectly, solicit, induce, or encourage any other User with whom you have connected or transacted through the Platform to conduct any transaction, or any part thereof, outside of the Platform for the purpose of avoiding Transaction Fees or any other fees payable to XPharms Xchange. Any such circumvention will constitute a material breach of these Terms, entitling XPharms Xchange to pursue all available remedies, including but not limited to, immediate account termination, recovery of lost fees, and damages.

4.6. Tax Responsibility: You are solely responsible for all applicable taxes, duties, levies, and other governmental charges, including but not limited to value-added tax (VAT), sales tax, goods and services tax (GST), and income tax, arising from your activities and transactions on the Platform. XPharms Xchange is not responsible for calculating, collecting, or remitting any such taxes on your behalf, other than the Transaction Fees charged by XPharms Xchange itself.

5. Specific Buyer Terms

The following terms apply specifically to Users acting as Buyers on the Platform:

5.1. Due Diligence and Product Understanding: * Buyers are responsible for carefully reviewing all available information, including product listings, detailed specifications, and COAs, provided by Sellers on the Platform. * Buyers acknowledge that it is their sole responsibility to determine if a Medicinal Cannabis Product meets their specific requirements, intended use, and is compliant with all relevant import regulations in their jurisdiction. * Buyers are encouraged to utilize the Platform's communication tools to ask Sellers any necessary questions before placing an order.

5.2. Order Placement, Negotiation, and Contract Formation: * Buyers shall use the Platform's designated negotiation module to submit inquiries, negotiate terms, and place purchase orders. * The submission of a purchase order by a Buyer constitutes an offer to purchase the specified Medicinal Cannabis Products from the Seller. * A binding Contract of Sale is formed directly between the Buyer and the Seller only upon the Seller's explicit acceptance of the order via the Platform. The terms of such Contract of Sale are solely between the Buyer and Seller and are independent of these XPharms Xchange Terms and Conditions, and their governing law shall be determined by mutual agreement of the Buyer and Seller or by the Seller's jurisdiction. * Buyers agree to honor all accepted orders and contracts entered into via the Platform.

5.3. Payment Obligations and Smart Contracts: * Buyers are responsible for the timely payment of the agreed-upon Total Purchase Price for Medicinal Cannabis Products, plus the 1.5% Buyer Transaction Fee. * All payments will be processed exclusively through the Platform's Smart Contract automation using the designated cryptocurrency. Buyers must ensure sufficient funds are available in their connected digital wallet to meet all payment obligations. * Payments will be released as Milestone-Based Payments according to the schedule agreed upon in the Contract of Sale (e.g., initial deposit upon order confirmation, subsequent releases upon shipment verification, customs clearance, final delivery, and post-delivery quality acceptance). * Buyers agree to adhere strictly to the specified payment schedule and any upfront deposit requirements for each transaction.

5.4. Product Quality Verification and Acceptance/Dispute Protocol: * Mandatory Dual-Point Quality Assurance: Some transactions facilitated through the Platform may require Medicinal Cannabis Products to be tested by approved, independent, and ISO/IEC 17025 accredited laboratories from XPharms Xchange's network: once in the export country prior to shipment, and a second time in the import country for final Buyer acceptance. The specific testing requirements will be outlined in the Contract of Sale. * Binding COA: The COA from the lab in the import country is considered final and binding for the purpose of assessing material negative discrepancies in product quality. * Acceptance and Timelines: Upon Successful Delivery of the Medicinal Cannabis Products, the Buyer shall have five (5) calendar days to inspect the Product and formally accept or dispute its quality via the Platform. Failure to notify XPharms Xchange of a dispute within this timeframe shall constitute deemed Acceptance of the Product, and the corresponding Milestone-Based Payment will be released. * Dispute Process: In the event of a quality dispute, the Buyer must provide clear evidence (e.g., independent lab test results from an accredited lab, photographic evidence) via the Platform. The dispute will then follow the mandatory dispute resolution protocol outlined in Section 13.3. Extra fees may occur if a dispute is initiated after the initial 5-day acceptance period but within any extended grace period specified in the Contract of Sale.

5.5. Logistics and Import Compliance: * Buyers are solely responsible for understanding, obtaining, and complying with all import licenses, permits, laws, regulations, and customs procedures in their receiving jurisdiction prior to placing an order. * While XPharms Xchange facilitates access to partnered logistics providers, the ultimate responsibility for successful import clearance, customs duties, taxes, and any other associated import costs rests with the Buyer. * Buyers acknowledge that XPharms Xchange is not responsible for any delays, seizures, or losses incurred due to the Buyer's failure to comply with import regulations.

5.6. Buyer Payment Default and PMSA Activation: * In the event a Buyer defaults on payment for reasons unrelated to product quality (e.g., insolvency, failure to provide necessary funds after deemed Acceptance), the following actions may be taken by XPharms Xchange and/or the Seller: * The defaulting Buyer may be permanently banned and blacklisted from the Platform, and XPharms Xchange reserves the right to share such information with industry compliance bodies. * XPharms Xchange will activate its Purchase Money Security Interest (PMSA) clause to protect the Seller's interest in the shipped goods. Buyer explicitly grants XPharms Xchange and the Seller the right to activate and pursue remedies under the PMSA clause in such circumstances, providing a legal basis for the Seller to pursue the outstanding amount directly from the Buyer. * XPharms Xchange may disclose relevant non-confidential transaction data to assist the Seller in recovering outstanding payments.

6. Specific Seller Terms

The following terms apply specifically to Users acting as Sellers on the Platform:

6.1. Product Listings and Information Accuracy: * Sellers are solely responsible for creating and maintaining accurate, complete, and truthful listings for all Medicinal Cannabis Products offered for sale on the Platform. This includes detailed product descriptions, accurate pricing, available quantities, high-resolution images, and any applicable certifications. * All product listings must comply with XPharms Xchange's product listing guidelines and all applicable laws and regulations in both the Seller's jurisdiction and, to the best of Seller's knowledge after due inquiry, the target Buyer's jurisdiction. * Sellers must promptly update or remove any listings for products that are no longer available, whose specifications have changed, or that are found to be non-compliant.

6.2. Mandatory COA Submission and Quality Assurance: * For every Medicinal Cannabis Product listed on the Platform, Sellers must provide a valid and up-to-date Certificate of Analysis (COA) from an approved, independent, and ISO/IEC 17025 accredited laboratory within XPharms Xchange's network. * The COA must accurately reflect the specific batch of the Product being offered for sale, including cannabinoid profile, terpene profile, and contaminant testing results (heavy metals, pesticides, microbial, residual solvents, mycotoxins) within acceptable limits. * Sellers warrant that the Product will conform to the specifications outlined in the COA at the time of shipment from the export country.

6.3. Order Acceptance and Fulfillment Obligations: * Sellers are obligated to review and promptly accept or reject purchase orders submitted by Buyers via the Platform's negotiation module. * Upon acceptance of a purchase order, a binding Contract of Sale is formed directly between the Buyer and the Seller. Sellers agree to fulfill all accepted orders according to the agreed-upon terms, including product specifications, quantities, and shipping timelines. * Sellers must ensure products are properly packaged and labeled in compliance with all applicable laws, industry best practices, and any specific instructions in the Contract of Sale or Annex A of a Recurring Contract Agreement.

6.4. Payment Collection and Payouts: * Sellers are responsible for the 1.5% Seller Transaction Fee, which will be automatically deducted from the total transaction value of each successfully completed order. * Payouts to the Seller's designated digital wallet will be made via Milestone-Based Payments through Smart Contracts, released only upon the verification of agreed-upon milestones (e.g., Order Confirmation, Pre-Shipment Preparation, Shipment Verification, Customs Clearance, Successful Delivery, Buyer Acceptance/Final Testing). * Sellers acknowledge that XPharms Xchange is not responsible for any delays in payout due to incomplete milestone verification, disputes, or issues with the Seller's digital wallet.

6.5. Dual-Point Quality Assurance & Dispute Protocol (Seller's Perspective): * Testing: Seller agrees that Medicinal Cannabis Products will undergo mandatory testing in both the export country (pre-shipment) by their chosen approved lab and in the import country (for final Buyer acceptance) by a lab from XPharms Xchange's network. * Quality Disputes: In the event the import country's COA shows a material negative discrepancy from the export lab's COA, the transaction will be frozen, and XPharms Xchange's Compliance team will investigate the root cause. Seller agrees to cooperate fully and provide any requested documentation or samples for such investigations. * Seller Liability: Seller acknowledges that XPharms Xchange is not liable for lab errors, but XPharms Xchange will facilitate investigation to determine root cause and will hold the first lab responsible to mitigate losses where applicable. Seller remains solely liable for the quality of the Product supplied and its compliance with the Contract of Sale, and may be subject to remedies (e.g., replacement, price reduction, refund) as determined by the dispute resolution process.

6.6. Logistics and Export Compliance: * Sellers are solely responsible for understanding, obtaining, and complying with all export licenses, permits, laws, regulations, and customs procedures in their exporting jurisdiction. * While XPharms Xchange facilitates access to partnered logistics providers, the ultimate responsibility for successful export clearance and any associated duties, taxes, or permits rests with the Seller. * Sellers acknowledge that XPharms Xchange is not responsible for any delays, seizures, or losses incurred due to the Seller's failure to comply with export regulations.

6.7. Seller Default and Consequences: * In the event of a Seller's material default (e.g., consistent failure to ship accepted orders, repeated non-compliance with product quality standards or COA accuracy, engaging in fraudulent activity, failure to maintain valid licenses), XPharms Xchange may take actions including, but not limited to: * Freezing relevant transactions and withholding associated payouts. * Suspending or permanently banning the Seller from the Platform. * Cooperating with relevant regulatory authorities and law enforcement. * Requiring the Seller to compensate affected Buyers for losses incurred due to the Seller's default.

7. Blockchain Technology, Smart Contracts, and Data Privacy

7.1. Hedera Network and Smart Contracts: XPharms Xchange utilizes the Hedera Network to deploy smart contracts for secure, automated, and immutable Milestone-Based Payments. Users acknowledge that transactions facilitated via smart contracts are recorded on a public ledger.

7.2. Pseudonymity: While transactions are recorded on the Hedera public ledger, XPharms Xchange employs smart contracts as intermediaries to obscure direct wallet-to-wallet links. Transactions will show interactions with the smart contract's address, rather than directly revealing the wallet address of the counterparty to the public or other Platform Users.

7.3. Dynamic Wallet Management: XPharms Xchange may facilitate and encourage the use of multiple, rotating wallet addresses for Users to enhance financial privacy on the public blockchain by increasing the complexity for external parties attempting to track and link all financial activity.

7.4. Data Privacy: Your use of the Platform is subject to our Privacy Policy, which details how we collect, use, store, and disclose your personal and business data. You agree to the terms of the Privacy Policy.

7.5. Transparency vs. Privacy: While XPharms Xchange is committed to transparency in compliance and transaction execution, we strive to protect sensitive commercial data from competitors or external parties through pseudonymity and data aggregation in public analytics.

8. Intellectual Property

8.1. Platform Content: All content, features, and functionality on the Platform, including but not limited to text, graphics, logos, software, and the design thereof (excluding User-generated content), are the exclusive property of XPharms Xchange or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

8.2. User-Generated Content: You retain ownership of any intellectual property rights that you hold in content you create and submit to the Platform (e.g., product images, descriptions). By submitting content, you grant XPharms Xchange a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, publicly perform and display that content on and through the Platform for the purpose of operating, promoting, and improving the Platform and its services.

8.3. Feedback and Suggestions: If you provide any feedback, comments, or suggestions to XPharms Xchange regarding the Platform or its services ("Feedback"), you hereby grant XPharms Xchange a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, adapt, create derivative works from, publicly display, publicly perform, distribute, and otherwise exploit all such Feedback for any purpose, without any obligation or compensation to you.

8.4. Prohibition of Infringement: You agree not to use the Platform to upload, post, or transmit any content that infringes upon the intellectual property rights of any third party. XPharms Xchange reserves the right to remove any infringing content and to terminate the accounts of repeat infringers.

9. Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES, INFORMATION, CONTENT, MATERIALS, AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED BY XPHARMS XCHANGE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS.

XPHARMS XCHANGE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. XPHARMS XCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, SAFETY, LEGALITY, OR COMPLIANCE OF ANY MEDICINAL CANNABIS PRODUCTS LISTED OR SOLD BY SELLERS ON THE PLATFORM, NOR THE SOLVENCY, RELIABILITY, OR COMPLIANCE OF BUYERS OR SELLERS. YOU ACKNOWLEDGE AND AGREE THAT ALL RISKS ASSOCIATED WITH TRANSACTIONS BETWEEN BUYERS AND SELLERS ARE SOLELY YOUR RESPONSIBILITY.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XPHARMS XCHANGE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPHARMS XCHANGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF XPHARMS XCHANGE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY YOU TO XPHARMS XCHANGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY, OR ONE HUNDRED THOUSAND THAI BAHT (THB 100,000.00), WHICHEVER IS LESS.

11. Indemnification

You agree to indemnify, defend, and hold harmless XPharms Xchange, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or in connection with:

Your access to or use of the Platform;

Your violation of these Terms or any applicable laws or regulations;

Your breach of any representation or warranty made by you herein;

Any content you submit to the Platform;

Your transactions with other Users on the Platform;

Any intellectual property infringement or other violation of third-party rights caused by your actions or omissions.

12. Suspension and Termination

12.1. By XPharms Xchange: XPharms Xchange reserves the right, in its sole discretion, to suspend or terminate your account and your access to the Platform, without prior notice, for any reason, including but not limited to: * Violation of these Terms or any other policies. * Failure to comply with KYC/AML or licensing requirements. * Engaging in fraudulent, illegal, or harmful activities. * Any activity that, in XPharms Xchange's judgment, harms the Platform, its Users, or its reputation. * Non-payment of fees.

12.2. Effect of Termination: Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which, by their nature, should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability) shall survive termination.

13. Governing Law and Dispute Resolution

13.1. Governing Law: These Terms and any disputes arising out of or in connection with these Terms or your use of the Platform shall be governed by and construed in accordance with the laws of Thailand, without regard to its conflict of law principles.

13.2. Amicable Resolution: In the event of any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Platform, the parties agree to first attempt to resolve the matter amicably through good faith negotiations.

13.3. Mandatory Dispute Resolution Protocol: For disputes between Buyers and Sellers, or disputes concerning product quality or payment defaults, you agree to strictly follow XPharms Xchange's internal dispute resolution protocols as outlined in Sections 5.4, 5.6, 6.6, and 6.8 of these Terms, and any other specific operational guidelines provided by XPharms Xchange. You acknowledge and agree that failure to participate in good faith in XPharms Xchange's mandated dispute resolution process may impact your rights or result in adverse action against your account, including suspension or termination. Legal action or proceedings in external courts may only be pursued after exhausting the Platform's dispute resolution mechanisms, unless otherwise explicitly permitted by XPharms Xchange or mandated by law.

13.4. Jurisdiction: If an amicable resolution cannot be reached, you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of Thailand. You hereby consent to the personal jurisdiction and venue of such courts.

14. Miscellaneous

14.1. Relationship of the Parties: You and XPharms Xchange are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and XPharms Xchange.

14.2. Third-Party Links and Services: The Platform may contain links to third-party websites or services that are not owned or controlled by XPharms Xchange. XPharms Xchange has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that XPharms Xchange shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

14.3. Force Majeure: XPharms Xchange shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

14.4. Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

14.5. Entire Agreement: These Terms, together with our Privacy Policy, Cookies Policy, and any other agreements or policies referenced herein, constitute the entire agreement between you and XPharms Xchange regarding your use of the Platform and supersede all prior agreements and understandings, whether written or oral.

14.6. Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of XPharms Xchange. XPharms Xchange may assign or transfer these Terms, in whole or in part, without restriction.

14.7. No Waiver: No waiver by XPharms Xchange of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of XPharms Xchange to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

15. Changes to These Terms

XPharms Xchange reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Platform after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Platform.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Email: [email protected]

Website: https://www.xpharmsxchange.com/