Effective Date: October 16, 2025

Welcome to MercatIQ!

These Terms of Service (“Terms”) apply to your access and use of the MercatIQ website, online software as a service platform, and related services (collectively, the “Services”). These Terms constitute a legally binding agreement between MercatIQ S.R.L., a Romanian company, as identified below (“MercatIQ”, the “Company” “we”, “us” or “our”) and you, whether acting individually or as an authorised representative of an organization (“you” or “User”).

Certain features or components of the Services may be made available as Beta Services (as defined below), meaning they are still in active development and testing. Beta Services may contain errors, experience interruptions, or change significantly without prior notice. They are provided for the purpose of gathering user feedback and evaluating interest.

We do not guarantee the stability, performance, or availability of any Beta Services, and we may modify, suspend, or discontinue them at any time.

You must be at least 18 years old to use the Services. Users aged 16–18 may only use the Services with the consent of a parent or legal guardian, given in accordance with applicable law.

By accessing, registering for, or using our Services, you acknowledge that you have the legal capacity to enter into these Terms, that you have read, understood, and agree to be bound by these Terms and that the Services are provided “as is”. If you do not agree to these Terms, you may not access or use the Service.

To the extent permitted by applicable law, disputes will be handled on an individual basis. Nothing in these Terms limits any rights you may have under applicable consumer protection laws related to collective redress mechanisms.

1 Services

1.1 Service Overview.

We provide the Services to facilitate sourcing, finding, and comparing (i) vendors and/or providers, and (ii) products through an easy-to-use interface.

For more details about our Services, please visit our website.

1.2 Beta Limitations.

We aim to provide reasonable availability of the Services; however, we do not guarantee uninterrupted or error-free access. The Services may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our reasonable control (including force majeure events). Any Service Level Agreement (SLA), if provided, shall not apply during the beta period.

1.3 Modifications of Services.

We reserve the right to modify, improve, update, suspend, or discontinue any feature or component of the Services at any time, temporarily or permanently, with or without prior notice. To the maximum extent permitted by applicable law, we shall not be held liable for any consequences resulting from such modifications, suspension, or discontinuation of the Services during the beta period.

2 User Account and Registration

2.1 Account Registration

To access or use certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

2.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

You agree that you shall not: (i) share your account credentials with any third party; (ii) create more than one account for yourself; (iii) use another person’s account or allow another person to use yours; (iv) sell, rent, transfer, or otherwise assign your account to any third party.

We may request additional information to verify your identity or account details at any time. If you do not provide the requested information, or if we are unable to verify your account, we may suspend or terminate your access to the Services.

2.3 Account Restrictions.

Your use of the Services is subject to this Acceptable Use Policy, which forms an integral part of these Terms. MercatIQ may suspend or terminate your access to the Services in case of any violation of this policy.

3. Early Access Program

3.1 Feedback and Operational Data.

We value input from our Users. If you provide suggestions, ideas, or comments regarding our Services, including functionality, issues, or proposed improvements (collectively, “Feedback”), you grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully paid license to use, reproduce, modify, and incorporate such Feedback for any purpose, including improving or developing our Services, without any obligation of compensation or attribution to you.

We may collect information related to your use of the Services, including feature usage, performance metrics, and other analytics (“Operational Data”). Operational Data may be used, during and after the term of an agreement with you, in an aggregated or anonymized form to operate, maintain, and improve the Services, and for research, analytics, or other business purposes

3.2 Beta Status

Certain features of the Services accessed via invite-only or identified as beta, trial, early access or any other similar meanings (“Beta Services”): (i) may not be generally available to all users; (ii) are provided at your own discretion; (iii) may be unsupported, subject to change at any time, and may not offer the same reliability, availability, or performance as non-beta Services; (iv) may allow you to provide feedback, which the Company may use for any purpose, including to evaluate user interest or to improve the Services.

DISCLAIMER. BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE. ALL BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MERCATIQ MAKES NO REPRESENTATION THAT BETA SERVICES WILL BECOME GENERALLY AVAILABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; WE HAVE NO PERFORMANCE, INDEMNIFICATION, OR OTHER LIABILITY OBLIGATIONS WITH RESPECT TO BETA SERVICES, EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW. IN CASES WHERE LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW, MERCATIQ’S TOTAL LIABILITY WITH RESPECT TO BETA SERVICES SHALL NOT EXCEED EUR 50 (OR THE EQUIVALENT IN OTHER CURRENCIES).

NOTHING IN THIS CLAUSE LIMITS LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, FRAUD, WILFUL MISCONDUCT,PERSONAL INJURY, DEATH OR, WHERE APPLICABLE, LIABILITY OWED TO CONSUMERS UNDER MANDATORY LEGAL PROVISIONS.

3.3 Transition to Paid Services.

At the end of the Free Access period (as defined below), your continued use of the Services may require payment of applicable fees. The Company will provide reasonable prior notice of any transition to a paid subscription plan, in accordance with applicable laws.

4 License and Intellectual Property Rights

4.1 Intellectual Property Rights.

The Services and all materials contained therein—including software, text, graphics, images, logos, trademarks, and copyrights - are the exclusive property of the Company or its licensors. All rights not expressly granted to you under these Terms are expressly reserved.

To the extent permitted by applicable law, you retain all ownership rights in the content that you submit, upload, transmit or post through the Services (“User Content”).

4.2 License to Use the Services.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal use or, where applicable, for your legitimate business purposes, as permitted under these Terms. You may not sublicense, resell, distribute, or otherwise make the Services available to any third party without our prior written consent.

4.3 License Granted to the Company.

You grant the Company a non-exclusive, worldwide, royalty-free license (including the right to use subcontractors) to host, store, use, reproduce, modify, and transmit User Content solely to provide the Services.

5 Security and Data Privacy

5.1 Security.

The Company will implement appropriate technical and organizational measures to protect the security, confidentiality, and integrity of the Services and User Content while in our possession, in accordance with applicable laws.

5.2 Data Privacy.

You may provide personal data (“PII”) to the Company strictly for the purpose of using the Services - such as when creating/registering for an account. The Company will handle PII in accordance with our Privacy Policy and applicable data protection laws.

The Services do not require PII, and you should avoid or minimize the use of such data wherever possible. You are responsible for ensuring compliance with applicable privacy laws, including obtaining any required consent from data subjects.

If PII must be provided or accessed as part of using the Services, the Company will act as a data processor/service provider on your behalf under the applicable data protection laws. The terms of the Data Processing Agreement (DPA) signed by both parties, shall govern such processing.

6 Free Access, Charges and Payment Terms

6.1 Free Access.

Early access Users may receive access to the Services at no charge during the designated period (“Free Access”).

6.2 Paid Services.

Upon transition to a paid service, any fees shall be determined based on the plan selected by the User and will be displayed in separate pricing sheets.

All fees are exclusive of taxes. The Company will charge and remit any taxes, duties, or levies required under applicable law in connection with the Services.

Payment terms, including the amount, billing frequency, and method, will be provided at the time.

We reserve the right to modify pricing and payment terms in accordance with applicable laws. Users will be given reasonable prior notice of any fees or changes before they take effect.

7 Term and Termination

7.1 By User:

You may terminate your account and stop using the Services at any time, by following the account closure process provided in the Services or by contacting the Company directly. Termination will become effective at the end of your current subscription period, if applicable.

7.2 By Company:

We may suspend or terminate your access to the Services immediately, without prior notice, if we reasonably believe that your conduct materially breaches these Terms or and you failed to cure such breach after receipt of our written notice or is otherwise harmful to the Company, other users, or the integrity of the Services.

7.3 Effect of Termination:

Upon termination of your account or these Terms: (i) your right to access or use the Services immediately ceases; (ii) the Company may delete your account, User Content and any data stored in connection with the Services, within 30 (thirty) days in accordance with applicable laws; (iii) any outstanding amounts, if the case, will become immediately due and payable; (iv) any provisions that, by their nature, are intended to survive termination - including but not limited to Section 3.2 (Beta Status), Section 4 (License and Intellectual Property Rights), Section 8 (Confidentiality), Section 11 (Limitation of Liability) and Section 12 (Governing Law and Dispute Resolution) —shall continue in full force and effect.

8 Confidentiality

Both parties may share confidential or non-public information with each other. This includes business, technical, or product information that a reasonable person would consider confidential (“Confidential Information”). Confidential Information includes your User Content and non-public information about our Services. Each party agrees to: (i) use the other party’s Confidential Information only to provide or use the Services; (ii) keep it confidential and protect it with reasonable care; (iii) share it only on a need to know basis.

Confidential Information does not include information that is public, already known without restriction, lawfully received from a third party, or independently developed. A party may disclose Confidential Information if legally required, after giving notice to the other party, where permitted.

These confidentiality obligations continue for 3 (three) years after these Terms end.

9 No Warranty

YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED BY MERCATIQ “AS IS” AND “AS AVAILABLE”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERCATIQ DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

WE DO NOT GUARANTEE THAT: THE SERVICES WILL BE ERROR-FREE, OR FREE OF OTHER HARMFUL COMPONENTS, UNINTERRUPTED, SECURE, OR AVAILABLE AT ALL TIMES; ANY DEFECTS WILL BE CORRECTED; THE SERVICES WILL MEET YOUR EXPECTATIONS OR SPECIFIC REQUIREMENTS; THE SERVICES WILL BE COMPATIBLE WITH ANY HARDWARE, SOFTWARE, OR SYSTEM; ANY DATA OR CONTENT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE.

THE SERVICES MAY INCLUDE LINKS OR ACCESS TO THIRD-PARTY WEBSITES, SOFTWARE, DATA, OR RESOURCES (“THIRD PARTY SERVICES”). THESE ARE PROVIDED SOLELY FOR YOUR CONVENIENCE. MERCATIQ DOES NOT ENDORSE, CONTROL, OR PROVIDE ANY WARRANTIES FOR THIRD PARTY SERVICES AND HAS NO LIABILITY ARISING FROM YOUR USE OF THEM. YOUR USE OF ANY THIRD PARTY SERVICES IS SOLELY BETWEEN YOU AND THE THIRD-PARTY PROVIDER.

10 Indemnification

You agree to indemnify, defend, and hold harmless MercatIQ, its affiliates, shareholders, partners, directors, employees, suppliers and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) your breach of these Terms; (ii)your misuse of the Services; (iii)any content, data, or materials submitted, posted, or transmitted by you through the Services; (iv)violation of any applicable law or regulation; (v) infringement of any third-party rights, including intellectual property, privacy, or data protection rights.

This obligation applies to the extent permitted by applicable law and does not limit any other legal remedies available to us.

11 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERCATIQ AND ITS SHAREHOLDERS, PARTNERS, DIRECTORS, EMPLOYEES, SUPPLIERS, AGENTS AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE LOSSES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, GOODWILL, OR REVENUES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, (II) FRAUD OR FRAUDULENT MISREPRESENTATION, (III) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (IV) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL BE LIMITED TO THE GREATER OF: (A) EUR 100, OR (B) THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRIOR THE EVENT GIVING RISE TO THE CLAIM.

12 Governing Law and Dispute Resolution

12.1 Governing Law.

These Terms are governed by and shall be interpreted in accordance with the laws of Romania, excluding its conflict of law rules.

12.2 Negotiation and Venue.

The parties will first attempt to resolve any dispute, controversy, or claim arising out of or in connection with these Terms amicably, through good-faith negotiations.

If no amicable settlement is reached within 30 days from the date one party notifies the other of the dispute in writing, the dispute shall be submitted to the competent courts of Bucharest, Romania, which shall have exclusive jurisdiction.

12.3 Arbitration.

Notwithstanding the above, the parties may mutually agree in writing to submit any dispute to arbitration instead of court proceedings. In such a case, the dispute shall be finally settled by arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Rules of Arbitration. The arbitral tribunal shall consist of one arbitrator, the seat of arbitration shall be Bucharest, and the language of arbitration shall be English.

12.4 Alternate Dispute Resolution.

If you are a consumer residing in the European Union, you may use the EU Online Dispute Resolution (ODR) platform to submit a complaint and attempt to resolve a dispute out of court. The platform is available at: https://ec.europa.eu/consumers/odr/ .

In Romania, consumers may also submit complaints to the National Authority for Consumer Protection (Autoritatea Națională pentru Protecția Consumatorilor – ANPC). Information and contact details are available at: https://anpc.ro/ .

13 Miscellaneous

13.1 Modifications.

We may, at any time, modify these Terms or update, add, or remove any features or components of the Services. If we make material changes that affect your rights or the way you use the Services, we will provide reasonable prior notice (e.g., by email or by displaying a notice in the Services), and the updated Terms will indicate the date they become effective.

If you do not agree to the updated Terms, you may stop using the Services and close your account before the changes take effect. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes to the Terms and Services.

13.2 Right of Withdrawal (Consumers only).

If you are a consumer (as defined by applicable law), you have the right to withdraw from a paid subscription agreement within fourteen (14) days from the date of conclusion of the agreement, without giving any reason.

To exercise this right, you must notify us of your decision to withdraw by sending a clear statement to: contact@mercatiq.com. You may use the model withdrawal form provided in Annex to OUG No. 34/2014, but it is not mandatory.

If you request that the Services begin during the 14-day withdrawal period, you expressly acknowledge that you will lose your right of withdrawal once the Service has been fully performed. If you withdraw after the Service has begun but before full performance, we may charge you a proportionate amount for the Services provided up to the moment of withdrawal.

The right of withdrawal does not apply to business users (legal entities) or professionals using the Services for commercial purposes.

13.3 Unfair Terms (Consumers only).

Any provisions that create a significant imbalance between parties’ rights and obligations to the consumer’s detriment may be deemed unfair and unenforceable under applicable consumer protection laws.

13.4 Assignment.

You may not assign these Terms or any rights under these Terms without our prior written consent. We may assign, novate or transfer these Terms (hereinafter an “assignment”), in whole or in part, including any rights or obligations hereunder, to any affiliate or successor entity (including as part of a merger, acquisition, corporate restructuring, or transfer of business or assets) at any time, without notice and without requiring your consent. Any such assignment shall be valid and binding, and you hereby expressly agree to continue to be bound by these Terms with the assignee.

13.5 Waiver.

A waiver of any default will not be deemed a waiver of any subsequent default

13.6 Severability.

If any part of these Terms is found unenforceable, the rest of the Terms will remain in full force and effect.

13.7 Relationship of the Parties.

The parties are independent contractors. Nothing in these Terms establishes a partnership, joint venture, agency, or employment relationship between you and the Company. Neither party has the authority to bind or act on behalf of the other, and neither party may represent to any third party that such authority exists.

13.8 Notices.

All communications, including notices, requests, claims, demands, or waivers under these Terms (each, a “Notice”), must be made in writing.

For MercatIQ: Notices to us may be sent by email to legal@mercatiq.com or to its registered office as identified below:

MercatIQ S.R.L., a company duly incorporated and existing under Romanian law, registered with the Trade Registry under no. J2025073875003, with registered office at Bihor County, Saldabagiu de Munte Village, Paleu Commune, Petofi Sandor Street, No. 341, Romania and tax identification number (CUI) 52588842.

For Customer: Notices to you will be sent to the email address or physical address provided in your account or order information.

Notices are effective upon receipt.

13.9 Export Control.

You acknowledge that the Services may be subject to export control laws and regulations. You agree to comply with all such laws when accessing or using the Services.

You represent and warrant that you, your affiliates, and your users: (i) are not listed on any restricted or prohibited parties lists maintained by relevant authorities; (ii) are not located in, organized in, or residents of countries subject to trade embargoes; (iii) are not controlled by, or acting on behalf of, prohibited parties; (iv) will not use, transfer, or provide the Services in violation of applicable export control laws and regulations.

We may suspend or terminate your access to the Services if we determine that you have violated this section. You agree to promptly notify us of any changes to your status under these representations.

13.10 No Publicity.

You may not use Company’s name, logo, or trademarks, nor make public statements about your relationship with the Company, without our prior written consent.

13.11 Force Majeure.

Neither party shall be liable for delays or failures caused by events beyond its reasonable control (“Force Majeure Events”), including but not limited to natural disasters, terrorism, government actions, energy crises, or other unforeseeable circumstances (except for a party’s failure to satisfy payment its obligations).

The affected party must promptly notify the other and use reasonable efforts to minimize the impact. If a Force Majeure Event prevents performance for 30 consecutive days or more, either party may terminate these Terms without liability.

13.12 Entire Agreement.

These Terms constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements or communications, whether written or oral.