Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the BiomassX platform ("Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), along with our Privacy Policy and any additional policies referenced herein.

These Terms apply to all users of the Platform, including but not limited to buyers, sellers, visitors, and any other parties who access or use our services.

If you are using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

2. Definitions

For purposes of these Terms:

• Platform: Refers to the BiomassX online trading platform, including all websites, mobile applications, and related services.
• User: Any individual or entity that creates an account and uses the Platform.
• Buyer: A User who purchases biomass products through the Platform.
• Seller: A User who lists and sells biomass products through the Platform.
• Order: A buy or sell listing created by a User on the Platform.
• Contract: A binding agreement created when a buy order and sell order are matched on the Platform.
• Biomass Products: Renewable organic materials including but not limited to wood pellets, wood chips, agricultural residues, and other biofuels traded on the Platform.
• We, Us, Our: Refers to BiomassX and its affiliates, officers, directors, employees, and agents.

3. Platform Services

3.1 Marketplace Facilitation

BiomassX operates as an online marketplace that connects buyers and sellers of biomass products. We facilitate transactions but are not a party to the actual contracts between buyers and sellers.

3.2 Services Provided

• Order matching and contract creation
• Market intelligence and analytics
• Secure messaging between trading parties
• Payment processing facilitation
• Quality assurance support
• Logistics coordination assistance
• Sustainability tracking and reporting

3.3 Platform Role

BiomassX acts solely as a platform provider and intermediary. We do not:

• Own, store, or handle the biomass products listed on the Platform
• Guarantee the quality, safety, legality, or availability of products
• Control the actions of buyers or sellers
• Assume liability for contracts between users

4. User Accounts and Registration

4.1 Account Creation

To use the Platform's trading features, you must create an account by providing accurate, current, and complete information including:

• Full legal name (individual or business)
• Valid email address
• Contact information
• Business registration documents (for corporate users)
• Tax identification numbers where applicable

4.2 Verification Requirements

All users must complete our verification process, which may include:

• Identity verification (KYC - Know Your Customer)
• Business verification for corporate accounts
• Financial background checks where required by law
• Compliance screening for regulatory requirements

4.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring your account information remains accurate and up-to-date

4.4 Account Restrictions

You may not:

• Create multiple accounts without our express permission
• Share or transfer your account to another person or entity
• Use another user's account without permission
• Create an account if you have been previously banned

5. Trading Rules and Procedures

5.1 Order Creation

When creating an order, you must provide accurate and complete information including:

• Product type and specifications
• Quantity and unit of measurement
• Price per unit
• Delivery terms (EXW, FOB, CIF, etc.)
• Quality standards and certifications
• Delivery location and timeframe
• Payment terms

5.2 Order Matching

Our platform uses automated matching algorithms to connect compatible buy and sell orders based on:

• Product type and quality specifications
• Quantity requirements
• Price compatibility
• Delivery terms and locations
• Timeframe compatibility

5.3 Order Modifications and Cancellations

You may modify or cancel your order at any time before it is matched. Once an order is matched and a contract is created, modifications require mutual agreement from both parties.

6. Orders and Contracts

6.1 Contract Formation

A binding contract is formed when:

1. A buy order and sell order are matched by our platform
2. Both parties receive notification of the match
3. Both parties confirm acceptance of the contract terms

6.2 Contract Terms

Each contract includes:

• Agreed product specifications and quantity
• Total contract value and payment terms
• Delivery terms and schedule
• Quality standards and testing procedures
• Penalties for non-performance
• Dispute resolution procedures

6.3 Contract Performance

Both buyers and sellers are obligated to perform their contractual obligations in good faith. Failure to perform may result in:

• Financial penalties as specified in the contract
• Negative impact on your trading reputation score
• Suspension or termination of platform access
• Legal action by the counterparty

6.4 Contract Cancellation

After contract formation, cancellation requires:

• Mutual written agreement from both parties, or
• Valid legal grounds (force majeure, material breach, etc.)
• Approval through our platform's cancellation request system

7. Payments and Fees

7.1 Platform Fees

BiomassX charges fees for the following services:

• Transaction fees (percentage of contract value)
• Listing fees for premium order placement
• Subscription fees for advanced features
• Payment processing fees
• Additional service fees (quality inspection, logistics coordination)

Current fee schedules are available on our Pricing page and may be updated with 30 days' notice.

7.2 Payment Processing

We facilitate payment processing through secure third-party payment providers. Supported payment methods include:

• Bank transfers (wire transfer, ACH)
• Letters of Credit (L/C)
• Trade credit arrangements
• Escrow services for high-value transactions

7.3 Escrow Services

For eligible transactions, we offer escrow services where:

• Buyer's payment is held in escrow until delivery confirmation
• Funds are released to seller upon successful delivery and quality verification
• Disputes are resolved through our mediation process before fund release

7.4 Taxes and Duties

Users are responsible for all applicable taxes, duties, and customs fees associated with their transactions. BiomassX is not responsible for calculating, collecting, or remitting taxes on behalf of users.

8. Quality Standards and Verification

8.1 Seller Representations

Sellers represent and warrant that all products listed:

• Meet the specifications and quality standards stated in the listing
• Comply with all applicable laws, regulations, and industry standards
• Possess valid certifications (ISO, EN, sustainability certificates)
• Are free from contamination or defects
• Originate from legal and sustainable sources

8.2 Quality Testing

Users may utilize our quality assurance services including:

• Third-party laboratory testing
• On-site inspections
• Certification verification
• Chain of custody documentation

8.3 Quality Disputes

If delivered products do not meet agreed specifications, buyers must notify both the seller and BiomassX within the timeframe specified in the contract. Disputes will be resolved through our mediation process.

9. User Obligations and Conduct

9.1 Prohibited Activities

You agree not to:

• Provide false, inaccurate, or misleading information
• List products you do not own or have authority to sell
• Engage in fraudulent or deceptive practices
• Manipulate prices or engage in market manipulation
• Circumvent platform fees by conducting transactions outside the platform
• Harass, abuse, or threaten other users
• Violate any applicable laws or regulations
• Use automated systems to scrape or collect platform data
• Attempt to gain unauthorized access to platform systems
• Upload malware, viruses, or malicious code

9.2 Compliance Obligations

Users must comply with:

• All applicable international, national, and local laws
• Export and import regulations
• Environmental regulations and sustainability standards
• Anti-money laundering (AML) requirements
• Sanctions and embargo restrictions
• Tax reporting obligations

9.3 Professional Conduct

Users are expected to:

• Communicate professionally and respectfully
• Respond to messages and inquiries in a timely manner
• Honor commitments and contractual obligations
• Maintain accurate and current account information
• Report suspicious or fraudulent activity

10. Intellectual Property Rights

10.1 Platform Ownership

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, icons, images, software, and algorithms, are owned by BiomassX or its licensors and are protected by copyright, trademark, and other intellectual property laws.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal or business trading activities in accordance with these Terms.

10.3 User Content

By posting content on the Platform (product listings, specifications, images, etc.), you grant BiomassX a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display such content for the purpose of operating and promoting the Platform.

10.4 Trademark Usage

You may not use BiomassX trademarks, logos, or branding without our express written permission.

11. Limitation of Liability

11.1 No Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.2 Platform Limitations

BiomassX does not warrant that:

• The Platform will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Platform is free from viruses or harmful components
• Results from using the Platform will meet your requirements

11.3 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOMASSX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Platform
• Unauthorized access to your account or data
• Conduct or content of third parties on the Platform
• Failed transactions or contract breaches between users
• Quality, safety, or legality of products traded

11.4 Liability Cap

Our total liability to you for all claims arising from your use of the Platform shall not exceed the greater of (a) the fees you paid to us in the 12 months preceding the claim, or (b) $1,000 USD.

11.5 User Responsibility

You acknowledge that BiomassX is a marketplace platform only. All contracts are between users. We are not responsible for the actions, quality of products, or performance of any user.

12. Dispute Resolution

12.1 User Disputes

Disputes between users (regarding quality, delivery, payment, etc.) should first be resolved directly between the parties. BiomassX offers optional mediation services but is not obligated to resolve user disputes.

12.2 Mediation Process

If users elect to use our mediation services:

1. The disputing party submits a dispute request through the Platform
2. Both parties provide evidence and documentation
3. A BiomassX mediator reviews the case and facilitates discussion
4. If resolution is reached, parties execute a settlement agreement
5. If no resolution, parties may pursue other legal remedies

12.3 Platform Disputes

For disputes between you and BiomassX regarding these Terms or the Platform:

1. First contact our support team at cs@biomassx.com
2. We will attempt to resolve the issue within 30 days
3. If unresolved, disputes will be subject to binding arbitration as described below

12.4 Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be settled by binding arbitration in accordance with international arbitration rules. The arbitration shall be conducted in English, and judgment on the award may be entered in any court of competent jurisdiction.

12.5 Class Action Waiver

You agree that disputes will be resolved on an individual basis. You waive any right to participate in class actions or class-wide arbitration.

13. Termination and Suspension

13.1 Termination by User

You may terminate your account at any time by:

• Completing all pending contracts and obligations
• Settling all outstanding fees and payments
• Submitting a termination request through your account settings

13.2 Termination by BiomassX

We may suspend or terminate your account immediately if:

• You violate these Terms or applicable laws
• You engage in fraudulent or illegal activities
• Your account shows suspicious activity
• You repeatedly fail to fulfill contractual obligations
• We are required to do so by law or regulatory authority
• Your account has been inactive for an extended period

13.3 Effects of Termination

Upon termination:

• Your right to access and use the Platform ceases
• All active orders not yet matched will be cancelled
• Existing contracts remain valid and must be fulfilled
• Fees owed to BiomassX remain due and payable
• We may retain certain information as required by law

13.4 Survival

Sections concerning intellectual property, limitation of liability, dispute resolution, and governing law survive termination of these Terms.

14. Privacy and Data Protection

14.1 Privacy Policy

Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Platform, you consent to our data practices as described in the Privacy Policy. Please review our complete Privacy Policy for detailed information about your data rights and our data handling practices.

14.2 Data Protection

We implement appropriate technical and organizational measures to protect your data in accordance with applicable data protection laws, including GDPR, CCPA, and other regional regulations.

14.3 User Data Responsibilities

When you collect or process personal data of other users (e.g., for contract fulfillment), you agree to:

• Comply with all applicable data protection laws
• Use data only for legitimate business purposes
• Maintain appropriate security measures
• Not share or sell user data to third parties

15. Changes to Terms

15.1 Right to Modify

We reserve the right to modify these Terms at any time. We will notify users of material changes by:

• Email notification to your registered email address
• Platform notification upon login
• Posting notice on the Platform for at least 30 days

15.2 Acceptance of Changes

Your continued use of the Platform after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Platform and may terminate your account.

15.3 Existing Contracts

Changes to Terms do not affect the validity or terms of existing contracts between users, which remain governed by the Terms in effect at the time of contract formation.

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.

16.2 International Transactions

For international transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) and INCOTERMS 2020 shall apply where relevant, unless otherwise agreed by the parties.

16.3 Jurisdiction

Subject to the arbitration provisions in Section 12, any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of [Your Jurisdiction], and users hereby consent to personal jurisdiction and venue therein.

17. Contact Information

If you have questions about these Terms, please contact us:

17.1 General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any additional policies referenced herein, constitute the entire agreement between you and BiomassX regarding the Platform.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and BiomassX's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

Force Majeure

BiomassX shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.