Book Now (Cruxi Bridge) Terms and Conditions

1. Agreement and Definitions

By creating an account, placing an order, or making a payment through the Book Now marketplace, you ("Client", "you", "your") agree to Part A of these Marketplace Terms and to our general Terms of Service and Payment Terms where applicable.

Key definitions: "Order" means a booking or purchase of a service from a Provider through the platform. "Provider" means the independent service provider that delivers the ordered service. "Service" means the scope and deliverables described in the order. "Platform Decision" means a determination by Cruxi regarding held funds, payout release, refunds, credits, re-performance windows, or account action — it does not determine the parties' legal rights against each other.

2. Platform Role and Payment Collection Agency

Cruxi operates the marketplace as an intermediary. We facilitate discovery, pricing, checkout, payment processing, and order tracking. We do not provide the underlying professional or regulatory services; Providers do. We are not a party to the contract for services between you and the Provider.

Payment collection agency. Each Provider appoints Cruxi as its limited payment collection agent solely for the purpose of receiving payments from Clients, issuing refunds under these Marketplace Terms and applicable policies, and remitting net proceeds to the Provider. Payment made by a Client to Cruxi satisfies the Client's payment obligation to the Provider for the amount paid. Cruxi's obligation to remit proceeds to the Provider is subject to successful receipt of funds and any applicable deductions for fees, refunds, chargebacks, holds, and reserves.

We do not guarantee the quality, legality, regulatory outcome, or acceptance by any authority of any Provider's work. Regulatory clearance, registration, or approval by any government authority is not guaranteed by Cruxi or, unless expressly stated, by the Provider.

3. Orders, Payment, and Acceptance

3.1 Placing an Order

When you place an order, you make an offer to the selected Provider on the terms shown (scope, price, timeline). The order is binding on you once submitted. The Provider may accept, decline, or propose changes within the acceptance window shown on the platform. If the Provider accepts, a contract for the Service is formed between you and the Provider. Cruxi holds and releases funds in accordance with these Marketplace Terms and our Payment Terms.

3.2 Payment Authorization and Capture

You agree to pay all amounts due for orders in accordance with the pricing displayed at checkout and our Payment Terms. For one-time orders, payment may be authorized at checkout and captured when the Provider accepts. For recurring/subscription services, your payment method is saved at checkout and charged upon Provider acceptance and then on each billing cycle until canceled. You are responsible for providing valid payment method and billing information. Failure to pay may result in suspension of your account and/or collection action.

3.3 Pricing and Taxes

Prices are as shown at checkout. You are responsible for any applicable taxes on your purchases unless Cruxi or its payment processor is required by law to calculate, collect, or remit such taxes, in which case they may be added to your charges. We may update pricing for new orders; existing accepted orders remain at the agreed price.

3.4 Deemed Acceptance and Approval Window

For deliverable-based services, you agree to review and either approve or raise a dispute within seven (7) calendar days of the Provider marking the order as delivered. If you do not act within that window, the order is deemed accepted and the Provider's payment becomes eligible for release. For recurring/retainer services, each billing period renews automatically unless canceled in accordance with our Cancellation Policy.

4. Cancellations, Changes, and Refunds

Cancellation and refund rights are as set out in our Cancellation Policy and Refund Policy. The following principles apply:

• Before acceptance: You may cancel at no charge before the Provider accepts the order.
• After acceptance, before work starts: Refunds may be available subject to the Cancellation Policy. "Work started" means the Provider has begun substantive work on your order (e.g. document review, lab intake, appointment filing), as evidenced by platform activity or Provider confirmation.
• After work starts: Partial refunds may apply depending on the proportion of work completed; full refunds are generally not available.
• Annual/retainer services (e.g. FDA U.S. Agent, EU/UK Responsible Person): These involve ongoing representation obligations. Cancellation terms are service-specific and described at checkout; pro-rated refunds may not apply once the representation period has begun.
• Revision rights: Any revision rights are as stated in the order scope or Provider listing. Cruxi does not guarantee specific revision terms unless stated.

5. Your Obligations

You agree to:

• Provide accurate, complete, and timely information and materials required for the Service;
• Respond to Provider requests within a reasonable time;
• Not use the marketplace for any illegal, fraudulent, or personal/household purpose;
• Comply with all applicable laws in your jurisdiction;
• Not interfere with the platform or other users;
• Not circumvent the platform: You agree not to engage or transact with any Provider introduced to you through the marketplace outside of the platform for a period of twelve (12) months following the introduction, for the same or substantially similar services. This anti-circumvention obligation applies whether or not an order was placed.

You are responsible for the accuracy of inputs you provide. Delays or errors caused by incomplete or incorrect information may affect timelines and are not grounds for a refund unless otherwise agreed.

6. No Professional or Regulatory Advice

Cruxi does not provide legal, regulatory, tax, medical, or other professional advice. The marketplace facilitates access to independent Providers who are solely responsible for the advice, analysis, and deliverables they provide. Nothing in the marketplace, platform content, or order communications constitutes advice from Cruxi.

Where a Service involves a formal appointment or representation (e.g. FDA U.S. Agent, EU/UK Responsible Person, EU Authorized Representative, PRRC), that appointment relationship is solely between you and the Provider. Cruxi is not a party to and does not assume any obligations under that appointment.

7. Dispute Resolution — Client/Provider Disputes

Disputes about the quality, scope, delivery, or outcome of a Service follow this ladder:

1. Direct resolution (5 business days): You and the Provider must first attempt to resolve the dispute directly through platform messages. This step is mandatory.
2. Open a Cruxi dispute: If direct resolution fails, either party may open a formal dispute through the platform within thirty (30) days of the triggering event, uploading relevant evidence (messages, files, order record).
3. Cruxi platform review: Cruxi will review the submitted evidence and issue a Platform Decision within ten (10) business days. The Platform Decision may include: hold funds, release funds, partial refund, full refund, re-performance window, store credit, or account action — in Cruxi's reasonable discretion based on the order record and policies.
4. Internal appeal: Either party may request an internal appeal within five (5) business days of the Platform Decision. Cruxi will review and issue a final platform determination.
5. Remaining legal claims: The Platform Decision is final and binding solely for platform administration (i.e. what happens to the funds held by Cruxi). It does not determine the parties' legal rights or claims against each other. Any remaining legal dispute between Client and Provider is between those parties directly and must be pursued through appropriate legal channels; Cruxi is not a party to and is not obligated to participate in such proceedings.

Chargebacks: You agree to use the platform dispute process above before initiating a chargeback with your payment provider. Filing a chargeback without first exhausting the platform dispute process may result in suspension of your account. The bank or payment network makes the final decision on any chargeback; Cruxi does not control that outcome.

8. Disputes with Cruxi; Arbitration

8.1 Informal Notice First

Before initiating arbitration against Cruxi, you agree to send written notice to legal@cruxi.ai describing the dispute in reasonable detail and your proposed resolution. Cruxi will have thirty (30) days to respond. If the dispute is not resolved within that period, either party may proceed to arbitration.

8.2 Governing Law

These Marketplace Terms and any dispute between you and Cruxi arising out of or relating to the Book Now marketplace or these terms shall be governed by the laws of the State of New York, United States, without regard to conflict of law principles.

8.3 Arbitration Agreement

Any dispute, claim, or controversy between you and Cruxi arising out of or relating to the Book Now marketplace, these Marketplace Terms, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (given the business-use nature of this marketplace), as modified by these terms. The arbitration shall be conducted in New York, New York, unless the parties agree otherwise. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. The filing party is responsible for filing fees; Cruxi will not seek attorneys' fees unless the claim is determined to be frivolous.

8.4 Class and Representative Action Waiver

YOU AND CRUXI AGREE THAT DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action, class-wide arbitration, or any representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.

8.5 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or confidential information. Either party may also bring an individual action in small claims court if the dispute qualifies and is within that court's jurisdiction.

8.6 Time Limit

Any claim or cause of action against Cruxi arising out of or related to the Book Now marketplace or these terms must be filed within one (1) year after the claim or cause of action arose, or it shall be forever barred.

9. Limitation of Liability (Clients)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRUXI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR REGULATORY OUTCOMES) ARISING OUT OF OR RELATED TO YOUR USE OF THE BOOK NOW MARKETPLACE, ORDERS, PROVIDER SERVICES, OR THESE TERMS. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE BOOK NOW MARKETPLACE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CRUXI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification (Clients)

You agree to indemnify, defend, and hold harmless Cruxi and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Book Now marketplace; (b) your orders or your relationship with any Provider; (c) your violation of these terms or any law; (d) your content or data; or (e) any dispute between you and a Provider to the extent we are drawn into it due to your conduct or claims.

11. Agreement and Definitions (Providers)

By registering as a provider, accepting orders, or receiving payments through the Book Now marketplace, you ("Provider", "you", "your") agree to Part B of these Marketplace Terms and to our general Terms of Service, Payment Terms, and any Provider-specific agreements. "Client" means the buyer who placed the order. "Order", "Service", and "Platform Decision" have the meanings given in Part A.

12. Independent Contractor; Licenses and Insurance

You are an independent contractor, not an employee, agent, or partner of Cruxi. You deliver Services under your own name and responsibility. Cruxi does not direct or control how you perform the work.

You represent, warrant, and covenant that you:

• Have all required licenses, registrations, permits, authorizations, and accreditations necessary to lawfully offer and provide the listed Services in the relevant jurisdictions;
• Have adequate professional liability, errors and omissions, or other applicable insurance coverage for the Services you offer;
• Will maintain such licenses and insurance throughout the term of any active orders;
• Will promptly notify Cruxi if any required license, registration, or accreditation lapses, is revoked, or is materially changed.

Where your Service involves a formal appointment or regulatory role (e.g. FDA U.S. Agent, EU/UK Responsible Person, EU Authorized Representative, PRRC), you represent that you have the legal authority and qualification to serve in that role and that the appointment is directly between you and the Client.

13. Listing, Acceptance, and Delivery

13.1 Listings and Pricing

You are responsible for the accuracy of your service listings, pricing rules, scope descriptions, and capability representations. You must honor accepted orders at the agreed price and scope. You may not solicit Clients introduced through the platform to engage with you off-platform for the same or similar services for twelve (12) months following introduction.

13.2 Accepting and Declining Orders

You may accept or decline orders in accordance with platform tools and your capacity. Once you accept an order, you are contractually bound to the Client to deliver the Service as described. Failure to deliver may result in refunds, chargebacks, or account action.

13.3 Delivery and Quality

You must deliver the Service in accordance with the order scope and within the agreed timeline. You warrant that your work will be performed with reasonable skill and care, by qualified personnel, and will not infringe third-party rights. Clients may raise disputes or request revisions as allowed by platform policies and the order scope.

14. Payments, Platform Fees, and Taxes

14.1 Payment Collection Agency

By accepting orders through the marketplace, you appoint Cruxi as your limited payment collection agent solely for the purpose of receiving payments from Clients, issuing refunds under these Marketplace Terms and applicable policies, and remitting net proceeds to you. Payment received by Cruxi from a Client satisfies that Client's payment obligation to you for the amount received. Cruxi's obligation to remit to you is subject to successful receipt and clearance of funds and the deductions described below.

14.2 Platform Fee

Cruxi charges a platform fee of ten percent (10%) of the gross order subtotal (excluding separately stated taxes collected at checkout). This fee is deducted from each order payout before remittance. Cruxi may update its fee schedule upon reasonable notice; updated fees apply to orders placed after the effective date.

14.3 Additional Deductions

In addition to the platform fee, Cruxi may deduct from your payouts:

• Payment processing fees (e.g. credit card, Stripe fees);
• Payout transfer fees and foreign exchange fees where applicable;
• Amounts refunded to Clients in accordance with our policies;
• Chargeback amounts, dispute fees, and associated bank or network charges;
• Reserves or holds placed in accordance with Section 14.5;
• Any other amounts owed by you to Cruxi under these terms.

14.4 Taxes

You are solely responsible for all income taxes, VAT, GST, sales/use taxes, and other tax obligations on your services, income, and payouts, including all filings, registrations, and remittances. Exception: where Cruxi or its payment processor is required by applicable law (e.g. marketplace facilitator tax laws) to calculate, collect, withhold, report, or remit taxes on transactions, Cruxi may do so and deduct such amounts from your payouts. You authorize such deductions and acknowledge you may still have separate tax reporting or filing obligations in your jurisdiction.

14.5 Reserves and Holds

Cruxi may hold or reserve a portion of your payouts where reasonably necessary to cover anticipated refunds, chargebacks, disputes, or policy violations. Cruxi will release reserves in accordance with applicable policies once the risk period has passed.

15. Chargebacks

If a Client initiates a chargeback with their bank or payment network:

• You remain responsible for chargebacks attributable to your orders (e.g. non-delivery, misrepresentation);
• Cruxi may recover chargeback amounts, dispute fees, and associated losses by offsetting future payouts or reserves;
• The bank or payment network makes the final decision on any chargeback; Cruxi does not control that outcome and is not obligated to dispute chargebacks on your behalf, though it may choose to do so;
• Repeated chargebacks may result in account suspension or termination.

16. Dispute Resolution — Provider/Client Disputes

The same five-step dispute ladder in Section 7 applies to disputes between you and Clients. You agree to participate in good faith at each step. Cruxi's Platform Decision is final for platform administration (funds, payouts, holds, credits, account action) but does not determine your legal rights or claims against the Client. Any remaining legal dispute between you and a Client is between those parties.

17. Disputes with Cruxi; Arbitration (Providers)

The same provisions in Section 8 (Informal Notice, Governing Law, Arbitration, Class Waiver, Exceptions, Time Limit) apply to Providers in relation to disputes with Cruxi. By using the marketplace as a Provider, you agree to send informal notice to legal@cruxi.ai first, then resolve any unresolved dispute through binding individual arbitration in New York, New York, under AAA Commercial Arbitration Rules, and you waive any right to class or representative proceedings.

18. Limitation of Liability (Providers)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRUXI AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE MARKETPLACE, CLIENTS, ORDERS, OR THESE TERMS. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) THE NET FEES REMITTED BY CRUXI TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

19. Indemnification (Providers)

You agree to indemnify, defend, and hold harmless Cruxi and its affiliates from and against any claims, damages, losses, and expenses arising out of or related to: (a) your provision of Services; (b) your listings, content, qualifications, or conduct; (c) any dispute with a Client; (d) your violation of these terms or any law; (e) any claim that your work infringes or misappropriates a third party's rights; (f) any failure to deliver or to comply with the order scope; or (g) any failure to hold required licenses, registrations, or accreditations.

20. Termination and Suspension

We may suspend or terminate your provider account and access to the Book Now marketplace at any time for breach of these terms, fraud, abuse, chargeback patterns, license lapses, or any other reason we deem necessary. You may stop accepting new orders and request account closure in accordance with platform tools. Upon termination, your right to use the marketplace ceases; provisions that by their nature should survive (e.g. arbitration, limitation of liability, indemnification, payment agency obligations) will survive. Outstanding orders must be completed or resolved in accordance with our policies; we may withhold or release funds as appropriate.

21. Acceptable Use and Prohibited Conduct (Providers)

You may not: (a) use the marketplace for any illegal purpose or in violation of any law; (b) misrepresent your identity, qualifications, accreditations, or services; (c) circumvent the platform (e.g. direct deals off-platform to avoid fees); (d) harass Clients or other users; (e) upload malicious code or interfere with the platform; (f) scrape or misuse data; (g) violate intellectual property or confidentiality of Cruxi or third parties. We may remove content, suspend or terminate accounts, and take other action we deem appropriate for violations.

22. Confidentiality and Data

You must keep Client data and order information confidential and use it only to perform the Service and as permitted by our Privacy Policy and Data Processing Agreement where applicable. You must comply with all applicable data protection laws. You may not disclose or use Client data for marketing or other purposes without consent.

23. Intellectual Property

You retain ownership of your pre-existing IP. You grant Cruxi a license to use your listings, profile, and content to operate and promote the marketplace. Deliverables created for a Client generally belong to the Client under the order terms; you retain any background IP, tools, and methodologies. You warrant that your work does not infringe third-party rights.

24. No Professional or Regulatory Advice from Cruxi

Cruxi does not provide legal, regulatory, tax, medical, or other professional advice through the marketplace platform, its content, or its communications. The marketplace facilitates access to independent third-party Providers. Cruxi does not guarantee any regulatory outcome, government clearance, registration, or authority approval. Any reliance on a Provider's work is solely at your own risk and subject to the terms of your agreement with that Provider.

25. Entire Agreement; Severability

These Marketplace Terms, together with our Terms of Service, Payment Terms, Refund Policy, Cancellation Policy, and any other policies we reference, constitute the entire agreement between you and Cruxi regarding the Book Now marketplace. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. Our failure to enforce any right does not waive that right.

26. Changes

We may update these Marketplace Terms from time to time. We will post the updated terms and update the "Last Updated" date. Material changes may be communicated by email or in-app notice. Continued use of the Book Now marketplace after the effective date constitutes acceptance. If you do not agree, you must stop using the marketplace and resolve open orders in accordance with then-applicable terms.

27. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control (e.g. acts of God, war, terrorism, pandemics, government action, internet or infrastructure failures). The affected party shall use reasonable efforts to resume performance as soon as practicable.

28. Contact