Supplier Terms & Conditions

Definitions

In these Terms & Conditions, the following terms have the meanings set out below:

Supplier Partnership Tiers

BioHippo operates a three-tier supplier partnership model. The tier assigned to each Supplier and each Product is determined by BioHippo based on the Supplier's validation documentation and commercial agreement.

2.1 Tier 1 — Distribution Partner

Tier 1 is reserved for Suppliers whose Products meet BioHippo's published Validation Criteria. BioHippo enters a formal distribution agreement and actively sells Tier 1 Products on the Platform. Revenue is generated through a negotiated distribution margin on each sale.

2.2 Tier 2 — Catalog Content Partner

Tier 2 is available to Suppliers whose Products do not yet meet Tier 1 Validation Criteria. BioHippo builds and hosts up to 100 full content pages per Supplier and delivers qualified researcher leads. Tier 2 Suppliers do not sell through BioHippo directly — sales are handled by the Supplier independently.

2.3 Tier 3 — Sponsored Placement

Tier 3 is available as an add-on to Tier 1 or Tier 2 partnerships. Suppliers purchase contextual placement positions on relevant product pages across the Platform. Tier 3 does not require Validation Criteria compliance and does not constitute a distribution or content partnership independently.

2.4 Tier Classification Changes

BioHippo reserves the right to reclassify any Product to a lower tier or to INACTIVE status at any time if: (a) validation data is found to be inaccurate or incomplete; (b) reproducibility concerns are documented in published scientific literature; (c) the Supplier fails to maintain the product quality standards represented at the time of onboarding.

Application & Onboarding

3.1 Application Process

Suppliers must submit a complete application through the BioHippo Supplier Portal or the onboarding form at shop.ebiohippo.com/pages/supplier-onboarding. Submission of an application does not guarantee acceptance into the supplier network.

3.2 Review Timeline

BioHippo will acknowledge receipt of a complete application within 5 business days and provide a preliminary tier recommendation and validation assessment within 10 business days of receiving all required documentation.

3.3 Onboarding Requirements

Upon acceptance, Suppliers must provide:

• Completed product data in BioHippo's standard import template format
• All required validation documentation per category (CoA, SDS, application data, identity confirmation)
• Signed partnership agreement (Tier 1 Distribution Agreement or Tier 2 Lead Generation Agreement)
• Current business registration documentation and tax identification
• Export compliance certification where applicable (particularly for suppliers exporting from China, EU, or other regulated jurisdictions)

3.4 Accuracy of Information

The Supplier represents and warrants that all information submitted during the application and onboarding process is accurate, complete, and not misleading. Submission of false or materially incomplete information is grounds for immediate termination of the supplier relationship.

Validation Requirements

4.1 Published Standards

All Products submitted for Tier 1 classification must meet BioHippo's Validation Criteria as published at the time of application. Criteria are category-specific and cover antibodies, ELISA kits, recombinant proteins, AAV vectors, cell lines, and biochemicals.

4.2 Annual Re-validation

All listed Products are subject to annual re-validation review. Suppliers will be notified 60 days before their review cycle opens and will have 30 days to submit updated documentation. Products that fail to maintain Tier 1 standards will be reclassified to Tier 2 or INACTIVE status with 30 days' notice.

4.3 Lot Change Notification

Suppliers must notify BioHippo in writing within 10 business days of any: (a) change in manufacturing lot that affects product performance; (b) formulation or composition change; (c) change in expression system, host species, or conjugate; (d) discontinuation or temporary unavailability of a listed product.

4.4 Scientific Literature Monitoring

BioHippo continuously monitors published scientific literature for reproducibility concerns related to listed products. If two or more independent published reports document significant performance failure of a specific product, BioHippo reserves the right to suspend the listing pending Supplier response within 15 business days.

Tier 1 — Distribution Terms

5.1 Distribution Agreement

Tier 1 partnership requires execution of a separate Distribution Agreement that specifies: distribution margin percentage, territory (exclusive or non-exclusive), minimum order quantities, lead times, product pricing, and any category-specific terms. These Terms & Conditions apply in addition to and do not supersede the Distribution Agreement.

5.2 Pricing Authority

BioHippo has the right to set retail pricing for distributed Products within a range agreed in the Distribution Agreement. Suppliers may recommend retail prices but BioHippo retains final pricing authority for the Platform.

5.3 Fulfillment Responsibilities

The Supplier is responsible for: product manufacturing quality, appropriate packaging, export documentation, and delivery to BioHippo's designated fulfillment address or directly to the end customer as specified in the Distribution Agreement. BioHippo is responsible for: customer-facing order management, payment processing, and US customer service for distributed Products.

5.4 Payment Terms

Payment terms will be specified in the Distribution Agreement. Standard terms are net-30 from confirmed delivery. BioHippo reserves the right to withhold payment for Products that do not meet the quality specifications represented at the time of onboarding.

5.5 Exclusivity

Exclusivity of distribution rights — whether by territory, product category, or application — will be negotiated and specified in the Distribution Agreement. Unless expressly stated as exclusive in the Distribution Agreement, all distribution rights granted to BioHippo are non-exclusive.

Tier 2 — Lead Generation Terms

6.1 Content Page Build

Under a Tier 2 agreement, BioHippo will build and host up to 100 full product content pages for the Supplier's listed Products. Pages will include structured specification data, application tags, research domain classification, and an RFQ/inquiry capture form. Page content is created by BioHippo and is subject to BioHippo's editorial and scientific standards.

6.2 No Distribution

Tier 2 does not constitute a distribution arrangement. BioHippo does not process sales, handle payment, or provide customer service for Tier 2 Products. All sales resulting from leads are handled directly between the Supplier and the researcher.

6.3 Qualified Lead Definition

A "Qualified Lead" is defined as a researcher inquiry that meets all of the following criteria:

• Submitted through the BioHippo RFQ or inquiry form on a Tier 2 product page
• Includes a verified institutional or business email address (not personal email domains)
• Identifies a specific product by catalog number or product name
• Includes quantity, application context, or purchase timeline information
• Is delivered to the Supplier within 48 hours of receipt

Inquiries that do not meet all criteria above are not counted as Qualified Leads for per-lead billing purposes.

6.4 Lead Delivery & Disputes

Leads are delivered by email to the Supplier contact designated during onboarding. Disputes regarding lead qualification must be submitted in writing within 10 business days of delivery. BioHippo's determination of lead qualification is final after the dispute resolution period.

6.5 Content Disclaimer

Tier 2 product pages will display a clear notation indicating that the product is "Supplier-listed" and does not carry BioHippo's validation endorsement. Suppliers may not represent Tier 2 listing as validation or scientific endorsement by BioHippo in any external communications.

Tier 3 — Sponsored Placement

7.1 Placement Nature

Sponsored placements are contextual positions on BioHippo product pages, displayed to researchers as "Researchers also use" or similar scientifically neutral framing. Placements are matched by product relevance, category, research domain, and application context.

7.2 Content Standards

All sponsored placement content (supplier name, product name, description, CTA) must comply with BioHippo's scientific accuracy standards. BioHippo reserves the right to reject or remove placement content that: (a) makes unsubstantiated performance claims; (b) is misleading or inaccurate; (c) promotes products that are under active scientific reproducibility dispute.

7.3 No Guarantee of Performance

BioHippo does not guarantee specific impression volumes, click-through rates, or sales outcomes from sponsored placements. Monthly performance reports will be provided but do not constitute a performance guarantee.

7.4 Placement Priority

Tier 1 Distribution Partners have priority access to placement positions 1–5 on any given product page. Tier 2 partners have access to positions 6 onwards. Position assignment within these ranges is determined by BioHippo based on relevance scoring and campaign start date.

Product Listings & Content

8.1 Accuracy Obligation

The Supplier is solely responsible for the accuracy of all product data, specifications, validation claims, application data, and documentation submitted to BioHippo. BioHippo will rely on Supplier-provided data in good faith and is not responsible for inaccuracies originating from Supplier submissions.

8.2 BioHippo Editorial Rights

BioHippo reserves the right to edit, reformat, and supplement Supplier-provided product content for clarity, scientific accuracy, SEO optimization, and platform consistency. BioHippo will not materially alter product specifications or performance claims without Supplier approval.

8.3 Document Currency

Suppliers must ensure that all hosted documents (CoA, SDS, IFU) reflect the currently shipped lot. Documents more than 24 months old without update may be flagged or removed at BioHippo's discretion pending Supplier update.

8.4 Prohibited Products

The following categories of products are not eligible for listing on the BioHippo Platform regardless of tier:

• Products classified as IVD (In Vitro Diagnostic) devices without appropriate disclosure
• Controlled substances or Schedule I–V materials under US DEA classification
• Select agents or toxins regulated under 42 CFR Part 73 without verified BSL-3/4 compliance
• Products subject to active recall by a regulatory authority
• Products for which the Supplier does not hold valid export licenses where required

Intellectual Property

9.1 Supplier IP

The Supplier retains all intellectual property rights in its Products, product formulations, proprietary data, and trademarks. Nothing in these Terms grants BioHippo ownership of Supplier IP.

9.2 License to BioHippo

By submitting product data, images, documentation, and other content to BioHippo, the Supplier grants BioHippo a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute such content solely for the purpose of operating the Platform and marketing the Supplier's Products in accordance with these Terms.

9.3 BioHippo IP

All Platform content, design, editorial content, scientific frameworks, comparison guides, protocols, and workflow materials created by BioHippo remain the exclusive intellectual property of BioHippo. Suppliers may not reproduce, distribute, or commercially exploit BioHippo-created content without written permission.

9.4 Third-Party IP

The Supplier represents and warrants that its Products and associated content do not infringe any third-party patent, trademark, copyright, or trade secret. The Supplier will indemnify BioHippo against any third-party IP infringement claims arising from listed Products.

Warranties & Representations

10.1 Supplier Warranties

The Supplier represents and warrants that:

• It has full legal authority to enter into this agreement and to grant the rights described herein
• All Products are manufactured in compliance with applicable laws and regulations in the country of manufacture
• All validation data, performance claims, and specifications submitted are accurate and based on real experimental results
• Products are labeled and documented in compliance with applicable safety regulations (GHS/REACH/OSHA as applicable)
• The Supplier holds all necessary export licenses and permits for international distribution
• Products are not subject to any existing exclusivity or distribution agreements that would conflict with these Terms

10.2 RUO Designation

The Supplier warrants that all Products submitted to BioHippo are designated Research Use Only (RUO) and are not intended or approved for diagnostic, therapeutic, or clinical use unless explicitly disclosed and agreed in writing with BioHippo.

10.3 No Warranty by BioHippo

BioHippo does not warrant the commercial success of any listed Product. Listing on the Platform does not guarantee sales volume, lead volume, or market penetration. BioHippo's validation tier classification is an editorial opinion based on submitted documentation and does not constitute an independent scientific certification.

Liability & Indemnification

11.1 Supplier Indemnification

The Supplier will defend, indemnify, and hold harmless BioHippo and its officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Supplier's breach of these Terms; (b) inaccurate or misleading product data submitted by the Supplier; (c) product defects, contamination, or performance failures; (d) third-party intellectual property infringement; (e) any claim by a researcher or end user relating to a Supplier Product.

11.2 Limitation of BioHippo Liability

To the maximum extent permitted by law, BioHippo's total liability to the Supplier under these Terms shall not exceed the total fees paid by the Supplier to BioHippo in the 12 months preceding the claim. BioHippo shall not be liable for indirect, incidental, consequential, or punitive damages.

11.3 Research Use Disclaimer

BioHippo is not liable for any loss, injury, or damage resulting from the use of Products listed on the Platform. All Products are for research use only. End users are responsible for determining the suitability of any Product for their specific research application.

Confidentiality

12.1 Mutual Confidentiality

Each party agrees to maintain in strict confidence all non-public information disclosed by the other party in connection with this agreement, including but not limited to: pricing terms, distribution margins, business strategies, supplier lists, customer data, product development roadmaps, and validation methodologies.

12.2 Permitted Disclosures

Confidential information may be disclosed only: (a) to employees or contractors who need to know it for performance of this agreement and are bound by equivalent confidentiality obligations; (b) as required by applicable law or court order, provided the disclosing party gives prompt written notice to the other party where legally permissible.

12.3 Survival

Confidentiality obligations survive termination of this agreement for a period of 3 years.

Term & Termination

13.1 Term

These Terms are effective from the date of application acceptance and continue until terminated by either party. Tier 2 and Tier 3 agreements have annual terms that renew automatically unless either party provides 30 days' written notice of non-renewal. Tier 1 Distribution Agreements have terms specified in the Distribution Agreement.

13.2 Termination for Cause

Either party may terminate this agreement immediately upon written notice if the other party: (a) materially breaches this agreement and fails to cure within 15 business days of notice; (b) becomes insolvent or files for bankruptcy; (c) engages in fraudulent conduct or misrepresentation.

13.3 Termination for Convenience

Either party may terminate Tier 2 or Tier 3 agreements with 30 days' written notice. Tier 1 Distribution Agreements are subject to the termination provisions of the Distribution Agreement.

13.4 Effect of Termination

Upon termination: (a) BioHippo will remove all Supplier product listings from the Platform within 15 business days; (b) outstanding Qualified Leads delivered prior to termination remain billable; (c) outstanding distribution orders accepted prior to termination will be fulfilled under the existing terms; (d) confidentiality obligations survive as specified in Section 12.

Dispute Resolution

14.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute arising from these Terms through good faith negotiation between senior representatives of both parties for a period of 30 days before pursuing formal proceedings.

14.2 Arbitration

If negotiation does not resolve the dispute, it will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in English in the State of Maryland, USA. The arbitrator's award is final and binding.

14.3 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Maryland, USA, without regard to conflict of law principles.

14.4 International Suppliers

Suppliers based outside the United States acknowledge that the governing law and arbitration venue is the State of Maryland, USA, and waive any objection to this jurisdiction. Nothing in these Terms limits BioHippo's right to seek injunctive relief in any court of competent jurisdiction.

General Provisions

15.1 Entire Agreement

These Terms, together with any executed Distribution Agreement or Lead Generation Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, and agreements.

15.2 Amendments

BioHippo may amend these Terms at any time by posting updated Terms at shop.ebiohippo.com/pages/supplier-terms with at least 30 days' notice to active Suppliers by email. Continued participation in the supplier network after the effective date of amendments constitutes acceptance.

15.3 Assignment

The Supplier may not assign its rights or obligations under these Terms without BioHippo's prior written consent. BioHippo may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business assets.

15.4 Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions continue in full force and effect.

15.5 Waiver

Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.

15.6 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, pandemics, or supply chain disruptions, provided that the affected party gives prompt written notice and uses reasonable efforts to resume performance.

15.7 Contact

For questions regarding these Terms, contact: vendors@biohippo.com or write to Biohippo Inc, 900 Clopper Rd, Suite 140, Gaithersburg, MD 20878 USA.