Platform Transaction Terms

These Platform Transaction Terms (“Terms”) govern your use of the GMC Marketplace transaction process (the “Platform”).

The Platform is owned and operated by Tagan Labs LLC, a Wyoming limited liability company (“Tagan Labs”, “we”, “us”, or “our”).

By submitting an enquiry or listing an asset for sale on the Platform, you agree to be bound by these Terms in addition to the Platform’s Terms and Conditions.

Version 2.0 applies only to listings, offers and transactions initiated on or after July 22, 2026. An Asset Purchase Agreement executed before that date remains governed by the documents accepted for that transaction.

Important: These Terms govern your use of the Platform and your commitment to follow the marketplace process. They are separate from the Asset Purchase Agreement — the binding contract for each specific deal, issued and signed electronically once buyer and seller agree on sale terms. See Section 4A below.

1. Parties to the Transaction

All transactions facilitated through the Platform are direct agreements between the buyer and the seller, as recorded in the Asset Purchase Agreement for each deal.

Tagan Labs LLC is not a party to any Asset Purchase Agreement and acts solely as a marketplace facilitator and Records Custodian for executed agreements.

2. Buyer Obligations

By submitting an enquiry, the buyer represents and warrants that:

• they have the financial capacity to complete the transaction at the agreed price
• they have conducted their own due diligence on the asset
• they understand that Tagan Labs LLC does not guarantee the accuracy of any listing information
• they accept full responsibility for evaluating the asset before completing the purchase
• they will complete payment in accordance with the agreed terms

3. Seller Obligations

By listing an asset for sale, the seller represents and warrants that:

• they are the lawful owner of the asset and have full legal authority to sell it
• all information provided in the listing is accurate, complete, and not misleading
• the asset is free from encumbrances, liens, or third-party claims
• they have disclosed all known material financing arrangements, liabilities, reserves, restrictions, and third-party claims that could affect ownership, operation, or transfer of the asset
• they will transfer the asset in accordance with the agreed terms
• they will cooperate fully with the transfer process
• after both parties sign the Asset Purchase Agreement and the buyer submits payment, they will not purport to cancel or withdraw except where the Asset Purchase Agreement expressly permits it

4. Transaction Process

Once a buyer and seller agree to proceed with a transaction:

• Tagan Labs LLC may facilitate communication between the parties
• Tagan Labs LLC may issue an Asset Purchase Agreement for electronic signature once sale terms are agreed
• Tagan Labs LLC may provide payment settlement services as described in the Terms and Conditions — only after the Asset Purchase Agreement is fully executed by both parties
• both parties agree to complete the transaction in good faith
• both parties agree to communicate through the Platform’s messaging system

4A. Asset Purchase Agreement (Per-Deal Contract)

When buyer and seller agree on the price and terms of a specific transaction through the Platform, Tagan Labs LLC (operating GMC Marketplace) will issue an Asset Purchase Agreement for that deal.

The Asset Purchase Agreement:

• is the binding contract between buyer and seller for that specific sale
• is executed in two anonymous counterparts — one signed by the buyer, one by the seller
• identifies each party to the counterparty only by an anonymous platform reference; neither party sees the other’s legal identity in the contract
• is signed electronically through the Platform’s deal chat — parties are not required to disclose contact details to each other
• must be fully executed by both parties before payment may be requested or submitted
• is retained by Tagan Labs LLC as Records Custodian, together with e-signature audit logs and a confidential Identity Schedule linking verified identities to the transaction

Each party may download their own signed counterpart from the deal chat. GMC Marketplace holds the complete executed record. In the event of any conflict between these Platform Transaction Terms and an executed Asset Purchase Agreement regarding the specific deal, the Asset Purchase Agreement governs the underlying sale.

For the sale and transfer of an asset, a transaction-specific written amendment signed by both parties prevails, followed by the Asset Purchase Agreement, the transaction-specific listing, these Terms, and the Platform’s Terms and Conditions. Separate obligations owed directly to Tagan Labs LLC, including platform fees, non-circumvention, cooperation, and records obligations, remain governed by the applicable Platform terms unless Tagan Labs LLC expressly agrees otherwise in writing.

5. Asset Transfer

The seller is responsible for completing the transfer of the asset to the buyer in accordance with the agreed terms.

Tagan Labs LLC may assist with coordinating the transfer but does not guarantee successful completion.

Both parties acknowledge that digital asset transfers may involve technical processes that require cooperation from both sides.

From execution of the Asset Purchase Agreement until completion or valid termination, the seller must preserve the asset and associated data, registrations, and access. The seller must not obstruct completion by revoking material access, changing credentials, deleting or materially altering data, selling or promising the asset to another person, creating a new encumbrance, or demanding additional consideration not contained in the signed agreement. A genuine security restriction must be promptly explained through the Platform and remedied or replaced with a reasonably safe alternative as soon as practicable.

6. Payment and Settlement

Where Tagan Labs LLC provides settlement services:

• the buyer submits payment to Tagan Labs LLC
• funds are held pending confirmation of asset transfer
• upon successful transfer, funds are released to the seller minus applicable platform fees
• if the transfer fails or is materially disputed, funds may remain held while instructions are gathered and the matter is reviewed

A seller request alone does not authorise a refund, and a buyer request alone does not authorise release to the seller. Tagan Labs LLC’s administrative handling of settlement funds does not constitute a final legal determination of either party’s rights or liabilities.

7. Platform Fees

The seller agrees to pay applicable platform fees as outlined in the Platform’s fee schedule.

Fees are deducted from the settlement amount before funds are released to the seller.

8. Cancellation, Default, and Refunds

Before the Asset Purchase Agreement is fully executed and payment is submitted: Either party may withdraw through the existing Platform process. Once both parties have signed and the buyer has submitted payment, neither party has a general change-of-mind cancellation right.

Seller failure after payment: If the seller materially fails or refuses to transfer, obstructs access, demands additional consideration outside the signed agreement, materially misrepresents the asset, or otherwise prevents completion, the buyer may elect in writing through the Platform to require continued performance, terminate and request a full refund of the settlement funds, or agree to another written resolution. The seller cannot select a refund on the buyer’s behalf. The availability of a refund does not give the seller a cancellation right, automatically terminate the Asset Purchase Agreement, release an existing breach, or make the refund the buyer’s sole remedy.

Buyer failure or withdrawal: The buyer must pay as agreed, provide reasonably necessary receiving details, protect pre-completion access, and cooperate with transfer steps. Any buyer withdrawal or material failure after signing and payment is governed by the Asset Purchase Agreement, applicable law, and any written resolution between the parties. Tagan Labs LLC will not treat a disputed buyer withdrawal as an automatic instruction to release funds to either party.

Refund authority: Tagan Labs LLC may return settlement funds following the buyer’s written election where permitted by the Asset Purchase Agreement, matching written instructions from both parties, a written settlement, or a binding direction from an arbitrator, court, or competent authority. A refund following seller failure will not include a deduction for ordinary seller commission and is not a release of claims unless the buyer expressly agrees to a separate written release.

After asset transfer completed: Once the asset transfer has been completed and confirmed by both parties, the transaction is considered final and no ordinary change-of-mind refund will be issued. This does not limit a claim based on fraud, material misrepresentation, an express contractual warranty, or another right that cannot lawfully be excluded.

Requests and processing: All cancellation, default, and refund requests must be submitted through the Platform’s messaging system. Tagan Labs LLC may request information, preserve the transaction record, and hold settlement funds while the parties’ instructions and the applicable agreement are reviewed. Refunds, where authorised, will ordinarily be processed within 14 business days.

No automatic cancellation: The passage of a transfer or long-stop date does not automatically cancel a transaction. A party whose act, omission, delay, refusal, non-cooperation, or breach caused or materially contributed to non-completion may not rely on that conduct to obtain a termination right.

9. Disputes

Any disputes arising from a transaction are between the buyer and seller.

Tagan Labs LLC may assist with dispute resolution at its discretion but has no obligation to do so.

Both parties agree to attempt to resolve disputes in good faith before pursuing other remedies.

Tagan Labs LLC may make administrative decisions for Platform-protection purposes, including holding settlement funds, preserving records, or restricting account activity. Such action is not a court or arbitral judgment and does not determine final contractual liability between the parties.

10. Third-Party Platform Accounts Disclaimer

The Platform facilitates the sale and transfer of accounts associated with third-party platforms, including but not limited to Google Merchant Center, Meta (Facebook/Instagram), Google Ads, Shopify, and WooCommerce.

Buyers acknowledge that all third-party platform accounts and approvals are subject to the respective platform provider’s independent policies and review processes.

GMC Marketplace and Tagan Labs LLC do not guarantee that any third-party platform account — including Google Merchant Center accounts, Meta advertising accounts, or any other advertising or commerce platform account — will remain active, approved, or in good standing following transfer of ownership or access.

Changes to account ownership, billing information, campaign settings, website content, product feeds, or business information may trigger reviews, suspensions, or policy enforcement actions by the respective platform provider.

Buyers assume full responsibility for any actions taken by a third-party platform provider following the transfer of an account.

Sellers are responsible for ensuring that the transfer of account access is conducted in accordance with the applicable platform’s terms and policies.

Users are strongly encouraged to independently review the terms of service of any third-party platform before completing a transaction. Tagan Labs LLC does not provide legal advice regarding compliance with third-party terms of service.

11. Limitation of Liability

To the maximum extent permitted by law, Tagan Labs LLC shall not be liable for any losses arising from transactions facilitated through the Platform.

This includes but is not limited to:

• loss of revenue or profits
• loss of business or contracts
• loss of data
• any indirect or consequential losses

12. Indemnification

Both buyers and sellers agree to indemnify and hold harmless Tagan Labs LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from transactions conducted through the Platform.

13. Governing Law

This Agreement shall be governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

14. Amendments

Tagan Labs LLC may update these Terms prospectively by publishing a new version and effective date.

Continued use of the Platform for new transaction activity after the effective date constitutes acceptance of the updated Terms. An update does not amend an Asset Purchase Agreement already executed or impose a new transaction-specific obligation retrospectively.

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