Welcome to CGS. These Terms and Conditions (“Terms”) govern your use of the Community Grocery Store mobile application and platform (“CGS” or the “Platform”). By creating an account or using CGS, you agree to these Terms. If you do not agree with any part of these Terms, you must discontinue use of the CGS platform.

1. Jurisdictional Restrictions on Token Sales

‍CGS’s governance tokens are not offered or available in certain jurisdictions. In particular, no token sales or distributions are made to users in jurisdictions with strict cryptocurrency regulations or active legal enforcement against crypto token trading. This includes, without limitation, the United States of America and any other country where offering or selling crypto tokens would violate local law or require registration. If you are a resident or citizen of a restricted jurisdiction, or accessing CGS from one, you are prohibited from purchasing, trading, or obtaining CGS tokens through any CGS-offered sale. CGS disclaims any liability for token transactions attempted in violation of these restrictions. You are responsible for knowing and complying with the crypto laws of your jurisdiction before engaging with CGS tokens.

2. Food Safety Compliance

CGS is a marketplace intermediary connecting growers and consumers, and CGS does not certify or enforce food safety regulations on the products sold. Compliance with all applicable food safety, health, and agricultural standards is the sole responsibility of each grower and is overseen by local government authorities. By using the Platform, growers represent that their products comply with relevant local food safety laws, and consumers acknowledge that CGS is not liable for the safety or quality of goods purchased. CGS does not assume any duty to inspect or guarantee food products, though we may provide tools for community reviews and feedback on product quality. Note: CGS is continually working to integrate global food safety features into the Platform (such as traceability systems or compliance badges) to help promote safer transactions. However, any such features are for informational purposes only and do not transfer responsibility for food safety compliance away from growers or regulators. Ultimately, all users agree that local laws and authorities govern food safety, and CGS’s role is limited to providing the technology platform for connecting buyers and sellers.

3. Stablecoin and Token Usage Clarifications ‍

3.1 In-App Transactions and Stablecoin (USDC)

‍All financial transactions within the CGS app (purchases, sales, and fees) are conducted using a U.S. Dollar-backed stablecoin, specifically USD Coin (USDC). This means that when users load funds into the app or make payments, those funds are converted to USDC for use on the Platform. Prices for goods and payouts to growers are denominated in USDC to ensure a stable medium of exchange and to minimize volatility. By using the app, you consent to transactions being carried out in USDC. You may need to connect a digital wallet or use integrated payment methods to handle USDC as described in our guidelines. All in-app credits, payments, and withdrawals utilize USDC for settlement. (For example, any transaction fees collected by CGS are held in stablecoin form (Tokenomics & Blockchain Economy) for transparency and ease of conversion.) Users are responsible for any compliance requirements related to the use of stablecoins in their jurisdiction. CGS does not itself issue USDC; it uses the stablecoin as a transaction medium, and USDC redemptions or stability are managed by its issuer (Circle), not by CGS.

‍3.2 CGS Governance Token (DEX Token)

Separate from App Transactions

CGS has a separate governance token (the “CGS Token”) which is used for participation in the platform’s decentralized governance (via a DAO). This governance token is entirely independent from the in-app USDC transactions. The CGS Token is not available for purchase or exchange within the CGS mobile application – it can only be acquired or traded on external cryptocurrency exchanges (e.g., on decentralized exchanges like Uniswap). This separation exists to comply with app marketplace policies (including Apple App Store guidelines) that prohibit in-app cryptocurrency trading or payments using unapproved digital currencies. As such, the CGS Token has no payment or transactional function inside the app and cannot be used to buy or sell products on the CGS Platform. All in-app purchases must be made in USDC or other supported traditional payment methods; the governance token is purely for governance and related rewards.

Governance Token Use

‍Holding CGS governance tokens grants users the ability to vote on CGS’s DAO governance proposals and thereby influence the platform’s direction (How Holding CGS Tokens Works). Governance token holders may also be eligible for rewards and incentives based on their participation (see Section 7 below), but ownership of the token does not confer any ownership stake in CGS’s assets or guarantee of profit. The token’s value may fluctuate on the open market, and any purchase of the token is at the user’s risk. By acquiring CGS Tokens, you represent that you are doing so in compliance with all laws applicable to you (and not from a restricted jurisdiction as per Section 1). CGS Tokens do not represent a claim on any fiat currency or on any portion of CGS’s revenues; they are intended for use in community governance and reward mechanisms only. CGS is not liable for any losses or regulatory consequences arising from secondary market trading of the governance token.

4. Loyalty and Referral Programs

CGS offers programs to reward its community members for their participation and for referring new users. Participation in these programs is optional but subject to the conditions below. All rewards are provided as credits or funds in the CGS app (typically in USDC or equivalent credit) and have no cash value until redeemed in the app pursuant to these Terms. CGS reserves the right to modify or terminate the loyalty and referral programs at any time, with or without notice, but any earned rewards prior to modification will be honored in accordance with the Terms in effect at the time of earning. ‍

4.1 Referral Program Details

Our Referral Program rewards users for inviting new users (growers or consumers) to join CGS. The following terms apply to referrals:

Eligible Referrer and New User

‍To qualify for a referral reward, the referrer must be a registered CGS user with a verified account in good standing. The new user (referred friend) must be new to CGS, sign up using the referrer’s unique referral code or link, and complete the verification process (including unique mobile number verification). Each individual can only be referred once. Multiple accounts or referrals for the same individual are not allowed and will be disqualified. CGS may use verification methods (e.g., phone number, email, KYC information) to ensure each new user is genuine and unique.

One-Time Referral Reward

‍For each successful referral, the referrer is eligible for a one-time referral bonus once the new user meets all criteria. Specifically, the referred user must make a purchase (or purchases) totaling at least $200 USD (in USDC equivalent) through the CGS app within their first 30 days of joining (Referral Reward System). If this spending threshold is met, and the new user’s transactions are completed without refund or dispute, the referrer will receive a $5.00 USD referral reward credited to their CGS account (Referral Reward System). This credit is typically applied after a 7-day waiting period following the referred user’s qualifying purchase, to ensure the transactions are finalized and not subject to chargebacks or refunds (Referral Reward System). The one-time referral reward is limited to one per referred individual. (For example, if two existing users both refer the same friend, only one referral bonus will be granted for that new user’s first $200 purchase, typically to the user whose code was used at sign-up.)

Referral Bonus Rewards (Ongoing)

‍In addition to the one-time bonus, CGS offers an ongoing Monthly Bonus Referral Reward to encourage continued engagement. After the referred user’s first month, for each calendar month during the first 12 months after the new user’s signup, the referrer can earn a bonus if the referred user continues to make significant purchases. If the referred user spends at least the threshold amount (currently $200 USD) on the CGS app in a given month, the referrer will receive a bonus reward for that month (Referral Reward System). The bonus reward is calculated as a percentage of the referred user’s monthly spending on the platform (currently 0.5% of the total amount spent that month, with $200 being the minimum to trigger a reward) (Fair Grower Marketing Fees). This bonus is credited once per month after the month’s spending is verified and is also subject to a 7-day hold period after the month’s end to account for any refunds (Fair Grower Marketing Fees).

Duration

‍The Monthly Bonus Referral Reward is offered for up to 12 months from the referred user’s join date. It begins in the referred user’s second month (since the first month is covered by the one-time bonus if eligible) and can continue each consecutive month the threshold is met, up to the 12th month. After 12 months, no further referral bonuses accrue for that referred user. Months in which the referred user does not meet the spending threshold simply yield no bonus for the referrer that month (the program does not extend beyond 12 months even if some months are skipped with no reward).

Bonus Reward Amount

‍The bonus is proportional to the referred user’s spending, at the rate of 0.5%. For example: if the new user spends $250 in a given month during this period, the referrer would earn a $1.25 bonus for that month (0.5% of $250). If the user spends exactly $200, the bonus would be $1.00 for that month. All such bonuses are aggregated and credited to the referrer’s account similarly after the refund hold period each month. (In the earlier example: if Jill spends $250 in her second month, Jack – the referrer – would receive a $10 bonus for that month under the terms that were initially advertised (Referral Reward System).

‍Note: CGS’s official current bonus structure is 0.5%, which would actually be $1.25 on $250; any higher amount mentioned in illustrative materials is superseded by the 0.5% rule in these Terms. CGS will honor at least the 0.5% bonus; specific promotional periods could increase this amount, but unless explicitly stated by CGS, 0.5% is the standard rate.)

Referral Program Limits and Abuse

The referral rewards are intended to encourage genuine growth of the community. Each referrer is subject to a limit of one one-time reward per referred user, and a referred user can only trigger rewards for a single referrer. Users may not create fake accounts, fictitious identities, or refer themselves in order to fraudulently obtain rewards. Any indication of abuse, gaming the system, or violation of the referral terms (such as a referred user failing to be a unique, bona fide individual, or collusion between users to simulate transactions) will result in forfeiture of referral rewards and possible suspension of accounts. CGS reserves the right to reclaim or adjust rewards if a transaction is reversed or found to be fraudulent. We may also suspend or ban users (referrers or referees) who attempt to abuse the referral system.

Disclosure: Referral rewards are provided as a promotion and not as wages or income. Any tax implications for receiving referral bonuses are the responsibility of the recipient. CGS may require additional verification or information before issuing a reward, and can refuse rewards if it believes issuing them would violate any law or these Terms.

4.2 Loyalty Cashback Program Details‍

CGS values loyal users and offers a Cashback Reward Program for purchases made through the Platform. This program currently applies to consumers (buyers) and grower-users on the platform when they make purchases, and provides a small cashback on each eligible transaction. The key points of the loyalty cashback program are:‍

Cashback Rate

‍Users will automatically earn 1% cashback on the gross amount of each eligible purchase made via the CGS app (Consumer Loyalty Cashback). This means for every $100 spent on CGS, you earn $1 in cashback rewards. The cashback is typically calculated in USDC (or converted to an equivalent amount of USDC or in-app credit) and credited to your CGS account balance. Example: If a consumer or grower spends $200 on produce through CGS, they would receive a $2 cashback reward (1% of $200) (Consumer Loyalty Cashback).

Eligible Purchases

‍The cashback applies to all marketplace purchases made by consumers and by growers who are buying items through the app (for instance, a grower purchasing supplies from another grower, if such transactions are enabled). At this time, purchases from or by certain seller categories, specifically “farmers,” are excluded from the cashback program (Fair Grower Marketing Fees). (CGS is evaluating the fee structure for farmers on the platform and has not finalized how farmers are integrated into the loyalty program; until fee structures and participation for farmers are defined, transactions involving farmers may not accrue cashback.) CGS will update these Terms once the farmer category is included in the loyalty program. All other users earn cashback on their own purchases regardless of whether the seller is a grower or farmer, unless stated otherwise in specific promotions.

Issuance of Cashback

‍Cashback rewards are typically credited to the user’s account immediately upon transaction completion or after any standard holding period (e.g., once the 7-day refund window passes, similar to referral rewards, to ensure the purchase is final). The cashback can be used for future purchases on CGS or withdrawn according to our withdrawal policies. Cashback has no monetary value outside the platform until withdrawn in accordance with CGS procedures.

Limits and Expiration

There may be monthly or annual limits on total cashback a single user can earn (for example, CGS may cap cashback at a certain amount per user in a calendar month) – any such limits will be stated in the app or on our website. Currently, there is no stated expiration on the cashback rewards; they remain in your account until used. However, CGS reserves the right to impose expiration dates in the future (with notice) or to adjust the cashback percentage. If the program is modified or discontinued, CGS will honor cashback already earned but not yet used, or will provide equivalent value.

Exclusions

‍The 1% cashback does not apply to fees, taxes, or tips paid in a transaction – it is calculated on the product subtotal only. It also does not apply to any purchases outside the CGS app or to any attempt to purchase CGS Tokens or other assets (it strictly applies to marketplace transactions for goods on CGS). If a transaction is refunded or canceled, any cashback earned from that transaction will be debited from the user’s account (or will not be provided). Abuse of the cashback program (such as attempting to “wash” transactions between two accounts to earn cashback) is prohibited and will result in loss of rewards and potential account suspension.

By participating in the Loyalty Cashback program, users acknowledge that the program is a promotional feature and not an entitlement, and it may be changed or terminated at CGS’s discretion. We will endeavor to communicate any changes clearly.

5. Dispute Resolution (Governing Law and Venue)

These Terms & Conditions and any disputes arising out of or relating to the use of the CGS Platform or the services provided are governed by the laws of the British Virgin Islands (“BVI”). CGS is organized as a BVI business entity, and by using the Platform you agree that any claim, dispute, or controversy you may have against CGS that arises from or relates to these Terms or your use of the service will be finally resolved in accordance with BVI law.

Unless otherwise required by applicable law, you agree to submit to the exclusive jurisdiction of the courts of the British Virgin Islands for resolution of any dispute. At CGS’s election, disputes may also be resolved through binding arbitration in the BVI under an established arbitral forum if allowed by law, but in all cases BVI law will apply. You agree not to bring any claim or action against CGS in any jurisdiction other than the BVI.Furthermore, you agree that any dispute resolution will be conducted on an individual basis and not as part of a class, consolidated, or representative action. CGS’s failure to enforce any particular provision of these Terms in a given instance shall not constitute a waiver of our right to enforce it or any other provision in the future.

This Section 5 does not limit any rights you may have as a consumer under mandatory laws, but in the event of a conflict between those laws and these agreed Terms, we both agree to try to respect the intent of these Terms to the extent possible.

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