Terms of Service

By creating an account, accessing, or using the Collective Genesis platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not use the Platform.

These Terms constitute a legally binding agreement between you (or the organization you represent) and Collective Genesis Inc. ("Collective Genesis," "we," "us," or "our"). They govern your access to and use of our website, marketplace, API, and all related services.

What Collective Genesis Provides

Collective Genesis is a business-to-business (B2B) specialty commodity sourcing, trading, importing, and transparency platform. The Platform connects buyers (roasters, importers, retailers) with producers through a data-driven marketplace featuring full lot-level traceability, independent quality verification, milestone-based payment processing, and real-time shipment tracking.

Platform Role

Collective Genesis acts as a technology platform facilitating transactions between buyers and producers. We are not a party to the underlying commodity purchase agreements between buyers and sellers, except where we act as the importer of record. We do not take title to or possession of commodities unless specifically agreed in writing.

Service Availability

We strive to maintain high availability of the Platform but do not guarantee uninterrupted access. Scheduled maintenance, force majeure events, and third-party service outages may temporarily affect Platform availability. We will provide reasonable advance notice of planned downtime where possible.

Account Registration

To use the Platform, you must create an account with a valid email address and a secure password. You may also register via Google OAuth. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

Organization Accounts

Users are organized into organizations with role-based access control (viewer, member, manager, admin, owner). Organization owners are responsible for managing member access, roles, and organizational settings. Ownership can be transferred to another admin or owner.

Account Accuracy

You agree to provide accurate, current, and complete information during registration and to update your information as necessary. Providing false or misleading information may result in account suspension or termination.

Account Security

You must notify Collective Genesis immediately if you suspect unauthorized access to your account. We implement JWT-based authentication, session management, and rate limiting to protect your account, but you remain responsible for the security of your credentials.

Listing Standards

All commodities listed on the Platform must meet our quality standards (e.g., minimum SCA cupping score of 84 for coffee). Listings must include accurate descriptions of origin, processing method, quality data, and available quantity. Misrepresentation of lot characteristics is grounds for account suspension.

RFQs and Auctions

Requests for Quotation (RFQs) and auctions are binding once published. Buyers who submit RFQs and sellers who submit offers are expected to honor their commitments. Auction bids are binding. Anti-sniping extensions may apply to auctions nearing their close time.

Sample Requests

Sample requests follow a defined lifecycle (pending, approved, shipped, received, evaluated, declined, cancelled). Sample costs and shipping terms are specified at the time of the request. Evaluation results are recorded on the Platform for transparency.

Contract Formation

A binding contract is formed when both buyer and seller accept the terms of a transaction through the Platform, including quantity, price, quality specifications, delivery terms, and payment milestones. The Platform's contract management system supports versioning, per-clause negotiation, and digital signatures.

Prohibited Conduct

Users may not: (a) manipulate marketplace pricing or auction outcomes; (b) engage in wash trading or fictitious transactions; (c) circumvent Platform fees by taking transactions off-platform; (d) harass or threaten other users; (e) use automated tools to scrape data or manipulate the Platform; (f) violate any applicable trade sanctions or export controls.

Milestone-Based Payment

Transactions on Collective Genesis use milestone-based payment release — not escrow. The standard payment schedule is: 30% deposit upon contract signing, 50% upon issuance of the Bill of Lading confirming shipment departure, and 20% upon confirmed delivery and warehouse receipt at destination. Custom milestone schedules may be negotiated between parties.

Payment Processing

Payments are processed through Stripe using the "separate charges and transfers" model. A platform fee of 5% is applied to each transaction. Payment processing fees charged by Stripe are borne by the buyer.

Producer Payouts

Producer payouts are disbursed via multi-rail payment infrastructure: Stripe Connect (47 countries), Flutterwave (30+ African countries including Ethiopia), and Wise (80+ international corridors). Payout routing is determined automatically based on the producer's country and available corridors, with priority-based fallback.

Currency

All prices on the Platform are denominated in USD unless otherwise specified. Internal accounting uses cents (integer arithmetic) to avoid floating-point precision errors. FX conversion rates for non-USD payouts are determined at the time of disbursement.

Refunds and Disputes

Payment disputes are handled through the Platform's exception management system. If a lot fails to meet its stated quality specifications upon arrival, the buyer may initiate a claim. Refund eligibility is determined based on arrival inspection data, pre-shipment quality records, and the terms of the applicable contract.

Lot Traceability

Every lot on the Platform has a traceability passport that includes origin data, producer information, quality scores, lab analysis, custody chain handoffs, and sensor data. Traceability data is published at three levels: internal (full data), buyer (transaction-relevant data), and consumer (publicly shareable data).

Audit Trail

All mutating operations on the Platform are recorded in an append-only audit log secured with SHA-256 hash chaining and Merkle tree batching. This audit trail is tamper-evident and independently verifiable. Users acknowledge that their actions on the Platform are permanently recorded for integrity purposes.

Quality Data

Quality data (cupping scores, lab analysis, sensor readings) is provided by independent third parties (Q-graders, accredited laboratories, calibrated IoT sensors). While Collective Genesis verifies the provenance and consistency of this data, we do not guarantee its absolute accuracy. Quality data should be considered alongside your own evaluation and due diligence.

Tier Structure

The Platform offers subscription tiers (Free, Starter, Ops Pro, Enterprise) with different feature access and usage limits. Tier-gated features include advanced search, bulk document operations, compliance rulesets, telemetry access, and AI-powered features. Usage is tracked per organization per metric (API calls, document extractions, storage, search queries, AI credits).

Tier Changes

You may upgrade your tier at any time. Downgrades take effect at the end of the current billing period. If you exceed your tier's usage limits, affected features may be throttled or temporarily unavailable until the next billing period or until you upgrade.

Platform IP

The Collective Genesis platform, including its software, algorithms, AI models, design, documentation, and branding, is the intellectual property of Collective Genesis Inc. and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, reverse-engineer, or create derivative works based on the Platform without our written consent.

User Content

You retain ownership of content you upload to the Platform (documents, images, lot descriptions). By uploading content, you grant Collective Genesis a worldwide, non-exclusive, royalty-free license to use, display, and distribute that content in connection with operating the Platform and providing traceability services.

Traceability Data

Quality scores, lab results, sensor readings, and other traceability data published on the Platform may be viewed, shared, and referenced by Platform users for due diligence, compliance, and transparency purposes. This data may not be bulk-scraped or used for competing services.

Platform Liability

To the maximum extent permitted by law, Collective Genesis's total liability to you for any claims arising out of or related to these Terms or the Platform shall not exceed the total fees paid by you to Collective Genesis in the twelve (12) months preceding the claim.

Exclusion of Damages

Collective Genesis shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, whether based on warranty, contract, tort, or any other legal theory.

Third-Party Services

Collective Genesis integrates with third-party services (Stripe, shipping carriers, laboratory partners, IoT sensor providers). We are not responsible for the availability, accuracy, or performance of these third-party services. Your use of third-party services is governed by their respective terms.

Commodity Transactions

Collective Genesis facilitates but does not guarantee commodity transactions. We are not responsible for the quality, condition, or timely delivery of commodities traded on the Platform beyond the verification services we provide. Buyers and sellers are responsible for their own due diligence.

Platform Mediation

For disputes arising from marketplace transactions, we encourage parties to first attempt resolution through the Platform's exception management system. Collective Genesis may facilitate mediation between parties but is not obligated to resolve disputes between buyers and sellers.

Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms that cannot be resolved through the Platform's dispute resolution process shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, USA.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis and not as part of a class, consolidated, or representative action.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Voluntary Termination

You may close your account at any time through the Account Settings page. Account deletion follows the process described in our Privacy Policy, including a 30-day grace period and PII anonymization.

Involuntary Termination

Collective Genesis may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, fail to pay outstanding fees, or if required by law. We will provide reasonable notice before termination where possible, except in cases of fraud or serious Terms violations.

Effect of Termination

Upon termination, your right to access the Platform ceases immediately. Outstanding payment obligations, indemnification obligations, and limitations of liability survive termination. Transaction records and audit logs are retained as described in our Privacy Policy.

We may modify these Terms from time to time. When we make material changes, we will notify you by email and by posting a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of the updated Terms constitutes acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Platform and close your account.

Entire Agreement

These Terms, together with our Privacy Policy and any order-specific contracts executed through the Platform, constitute the entire agreement between you and Collective Genesis regarding the Platform.

Severability

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

Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or our right to enforce it in the future.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. Collective Genesis may assign these Terms in connection with a merger, acquisition, or sale of assets.

For questions about these Terms of Service, please contact us at: