Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Gurusmart Technology LLC, a Pennsylvania limited liability company, which operates the FarmerStage platform (“FarmerStage”, the “Platform”). By creating an account, accessing the Platform, submitting a listing, purchase request or quote, or completing a transaction, you agree to these Terms and to our Privacy Policy.

How we refer to ourselves. “FarmerStage”, “we”, “us” and “our” refer to Gurusmart Technology LLC in its capacity as operator of the FarmerStage platform. Where these Terms need to identify the legal entity itself — the contracting party, the owner of intellectual property, the indemnified party, the recipient of formal legal notices and the registered address — they name Gurusmart Technology LLC.

You represent that you are acting for a business, that you are at least 18, and that you are authorized to bind the business you represent. FarmerStage is offered for business use only and is not intended for consumer purchases.

FarmerStage operates and administers a B2B agricultural marketplace through which buyers and suppliers discover one another, exchange purchase requests (“RFQs”) and quotes, create and manage orders, coordinate fulfilment and delivery, communicate, and process transaction payments through FarmerStage’s third-party payment provider.

The underlying purchase and supply agreement for the agricultural goods is between the applicable buyer and supplier. FarmerStage is the operator and administrator of the marketplace transaction workflow, with the rights and responsibilities expressly provided in these Terms — including platform rules, transaction administration, commission, the payment workflow, fulfilment requirements, disputes, refunds and other platform controls.

FarmerStage does not itself grow, manufacture or take title to an independent supplier’s agricultural goods merely because those goods are transacted through the Platform, and FarmerStage does not inspect, test, store or handle those goods.

FarmerStage is not a bank, licensed escrow agent, money transmitter, trust company, insurer, common carrier, freight broker, customs broker, law firm, tax adviser or agricultural regulator, and does not hold itself out as any of them. Nothing in these Terms is intended to disclaim a responsibility FarmerStage actually undertakes under these Terms or that applicable law imposes on FarmerStage.

FarmerStage is operated from Philadelphia, Pennsylvania. Supplier-market development currently begins in Pennsylvania, and FarmerStage is being built to expand to additional U.S. states and to international agricultural commerce. Availability of particular features, payment methods, delivery options and communications features varies by location and may change. You are responsible for complying with the laws of the jurisdictions in which you operate, including export, import, sanctions, customs, food-safety and licensing laws.

You must provide accurate company, contact and payout information and keep it current. You are responsible for all activity under your account and for keeping credentials confidential. Suppliers must not share account credentials with drivers; assign the driver to the order and use the shipment link or label instead.

Verification. FarmerStage applies an internal review process to supplier accounts and displays a verification status. That status reflects only the checks FarmerStage actually performed on information the supplier submitted at that time. FarmerStage does not audit farms, inspect goods, test products, confirm insurance coverage, confirm licenses, or guarantee the identity, solvency, quality, legality, capacity or performance of any user. A verification badge is not an endorsement or a warranty, and you remain responsible for your own diligence on your counterparty.

Suspension and termination. We may suspend, limit or terminate an account or listing, with or without prior notice where circumstances reasonably require it, if we believe there has been a breach of these Terms, fraud, unlawful activity, a risk to other users or to the Platform, or a requirement of law or of our payment or communications providers. You may close your account at any time. Open orders, held payments, payouts, disputes, records and accrued commission continue to be governed by these Terms after termination.

Listings. Suppliers are solely responsible for their listings, including product descriptions, images, certifications claimed, origin, grade, quantity, units, availability, pricing, handling and any regulatory labeling. Listings must be accurate and must not offer goods the supplier cannot lawfully supply.

RFQs and quotes. A buyer may submit an RFQ. A supplier’s quote is an offer on the terms stated in it. When a buyer accepts a quote and completes the order steps in the Platform, a purchase contract is formed between the buyer and the supplier on those terms, together with any additional terms the parties lawfully agree. FarmerStage records and administers the transaction under these Terms, including the payment workflow, fulfilment requirements, disputes and refunds, while remaining outside the buyer and supplier’s own purchase and supply agreement for the goods.

Prices and calculations. Quantities, units, line totals, fees and order totals calculated and displayed by the Platform at the time of order are the amounts that apply to that order and are locked to that order once it is placed. Obvious pricing or system errors may be corrected, and an affected order may be cancelled, with notice to both parties.

Acceptance by the supplier. Choosing not to accept a transaction before acceptance is different from failing to fulfil it after acceptance. Once a supplier accepts an order, the fulfilment commitment in section 6 applies, whether the order originated directly from the Marketplace or from an accepted RFQ or quote.

Cancellation. Cancellation, modification and non-delivery consequences are between the buyer and supplier, subject to the order status rules the Platform enforces, to the supplier fulfilment commitment in section 6, and to section 10.

Suppliers are responsible, at their own cost, for:

• obtaining and maintaining all licenses, permits, registrations and certifications required by applicable law or reasonably applicable to their business, products, facilities, transportation and delivery activities and transactions;
• maintaining insurance required by applicable law, by their contracts, or reasonably appropriate to their operations, products and transport activities;
• compliance with applicable food-safety, agricultural, labeling, weights-and-measures, packaging, cold-chain, organic-claim, phytosanitary, transport and employment law;
• accuracy of product claims and of any certification uploaded to the Platform;
• fulfilling accepted orders, including quantity, quality, packaging, handling and delivery commitments.

FarmerStage may, at its discretion, require evidence of appropriate insurance, licenses or other compliance documentation for particular supplier categories, transactions, programs or risk levels as a condition of continued participation. FarmerStage does not verify insurance coverage and does not represent that any supplier is insured, licensed or compliant.

Fulfilment commitment after acceptance. Declining or not accepting a transaction before acceptance carries no fulfilment consequence. Once a supplier or farmer accepts a transaction, the fulfilment commitment applies regardless of whether the order originated directly from the Marketplace or from an accepted RFQ or quote.

“I cannot fulfil this order”. A supplier who cannot fulfil an accepted transaction must use FarmerStage’s designated “I cannot fulfil this order” process on the order, with a reason, rather than simply failing to deliver. FarmerStage currently provides a grace period of five minutes from acceptance in which a supplier may report that it cannot fulfil without a fulfilment penalty.

Warning and suspension. A qualifying failure to fulfil reported or determined after that grace period results in a formal fulfilment warning. A second qualifying violation within seven days of the first results in automatic suspension from taking new business. Suspension prevents new commitments — including accepting new orders and sending new quotes — and does not erase existing transactions, financial obligations, disputes, deliveries, payouts or records. FarmerStage administration may review and lift a suspension, and the reason is preserved in the accountability record.

Suspension does not move money. A warning or suspension does not by itself move, release or refund any money. A funded transaction continues through FarmerStage’s existing payment, dispute and refund controls under sections 8 and 10. These grace, warning and suspension periods are FarmerStage platform settings and may be changed prospectively under section 19.

Perishable agricultural commodities. Transactions involving fresh or frozen fruits and vegetables may be subject to the U.S. Perishable Agricultural Commodities Act (“PACA”) and its licensing, prompt-payment and trust provisions. Suppliers and buyers are responsible for their own PACA status, licensing and compliance in connection with their transactions. FarmerStage does not represent that it holds a PACA license or any other agricultural license, and the application of PACA to the Platform’s own facilitation role is a question FarmerStage continues to review; nothing here is a legal determination of that question.

Buyers must provide accurate delivery, contact and payment information; have authority to make the purchase; pay the order total when the order is placed; be available (or make a representative available) to receive delivery and provide the delivery confirmation code; and comply with applicable law for the goods they buy, including any licensing, resale, import or food-safety requirements. Buyers are responsible for their own inspection and acceptance of the goods on delivery, and for reporting problems within the review window under section 10.

No registration, membership or subscription fees. FarmerStage does not charge users a registration fee, membership fee, listing fee or recurring subscription fee. Creating an account, completing a company profile and listing products are free to begin. FarmerStage’s compensation is a transaction commission on supplier sales completed through the Platform, as described below.

Platform commission. FarmerStage charges a commission on supplier sales completed through the Platform. The commission is calculated by the Platform, is disclosed in the order breakdown for that order, and is deducted from the supplier payout for that order rather than charged separately to the buyer. The commission rate is configurable by FarmerStage and may differ by supplier, category or effective date; the current default rate is 5% of the commissionable amount, and the applicable rate for any order is the rate disclosed to the supplier for that order. Rate changes apply prospectively only, and the rate disclosed on an order governs that order. Commission is charged only on orders that reach completion and is not charged on sales tax collected from the buyer.

How the amounts in an order are distinguished. Each order breakdown separates the following, and these Terms use these meanings throughout:

• Product/order value — amounts attributable to the agricultural goods and, where applicable, shipping for the transaction. This money belongs to the transaction between the buyer and the supplier, not to FarmerStage.
• Taxes — amounts collected or handled as legally applicable to the transaction, as described under “Taxes” below. Tax amounts are not FarmerStage revenue and are not commissionable.
• Payment-processing charges — amounts attributable to the payment provider’s costs of processing the transaction, where applicable.
• FarmerStage commission / platform fee — FarmerStage’s compensation for facilitating the transaction through the Platform.
• Supplier payout — the amount ultimately payable to the supplier after the applicable deductions above.

Payment provider. Payment processing is provided by Stripe, including Stripe Connect for supplier accounts and payouts. Your use of payment features is also subject to Stripe’s agreements, and suppliers must complete Stripe’s onboarding and identity requirements before receiving payouts. FarmerStage does not collect or store full payment card or bank credentials.

Payment hold and release. When a buyer places an order, the buyer’s payment is authorized and captured through the payment provider and is held — not released to the supplier — until a release condition is met: the buyer confirms delivery, the post-delivery review window closes without a reported problem, or FarmerStage determines the outcome of a dispute under section 10. Held funds are held with the payment provider under the applicable payment-provider arrangements, not as a bank deposit or statutory escrow, and are not held in trust by Gurusmart Technology LLC except to the extent required by law.

Release, transfer and payout. On release, the supplier’s share (order total less the disclosed platform commission and any applicable processing amounts) is transferred to the supplier’s connected payment account and paid out under the payment provider’s payout schedule. Payout timing depends on the payment provider and on the supplier completing payout setup.

Refunds, reversals and chargebacks. Refunds and partial refunds are processed through the payment provider. If a buyer initiates a card chargeback or bank dispute, the payment provider’s process governs the outcome, and FarmerStage may withhold or recover the corresponding amount from the supplier’s payouts. You agree to cooperate and provide evidence in these processes.

Taxes. Each party is responsible for the taxes that legally remain its own responsibility, including a supplier’s obligations on its sales and a buyer’s obligations on its purchases and resales. To the extent applicable law requires FarmerStage to calculate, collect or remit a tax on a transaction facilitated through the Platform, FarmerStage will do so and will show that amount, and to that extent the responsibility is ours, not yours. Nothing here allocates to a user a tax obligation that law places on FarmerStage, or to FarmerStage an obligation that law places on the user. FarmerStage does not provide tax advice, and nothing in these Terms is a determination of FarmerStage’s marketplace-facilitator status in any jurisdiction.

Delivery may be arranged by the supplier, by a driver the supplier assigns, or by a carrier the parties select. FarmerStage provides scheduling, tracking, driver links, delivery messaging and proof-of-delivery tools; FarmerStage does not transport goods and is not a carrier or freight broker.

Suppliers are responsible for their drivers and carriers, including licensing, insurance, hours, vehicle condition and lawful transport of the goods. Location data is collected from the assigned driver’s device only while a delivery is in progress, and delivery photographs and handover records are stored as transaction evidence.

Delivery is confirmed with a six-digit code the buyer gives the driver at handover. Buyers must not share the code before handover. After delivery, the buyer has a limited review window to confirm receipt or report a problem; if no action is taken, payment is released automatically under section 8.

Between buyer and supplier. A dispute about goods, quantity, quality, timing or delivery is between the buyer and the supplier, who must first attempt to resolve it in good faith through the Platform.

Reporting. A buyer may report a problem within the post-delivery review window. Payment remains held while the report is open.

FarmerStage's authority. You expressly authorize FarmerStage, acting through its payment provider and only in respect of funds relating to the disputed order, to: continue to hold payment; request and review evidence from both parties; release payment in full to the supplier; refund payment in full or in part to the buyer; reverse or withhold a payout; recover an amount from a supplier’s future payouts where a refund, reversal or chargeback has occurred; and record the outcome. FarmerStage exercises this authority only where the payment architecture and applicable law permit it.

Fair procedure. Before deciding, FarmerStage will give both parties notice of the report and a reasonable opportunity to submit evidence, will consider the order record, delivery evidence and communications on the Platform, and will record the decision and its reasons in the transaction record. Decisions are made on the evidence available and within the time limits of the payment provider’s processes.

Limits. A FarmerStage determination is an administrative decision about the handling of the held transaction funds. It is not arbitration, not a judgment, and does not decide the parties’ underlying legal claims, which either party remains free to pursue. FarmerStage does not claim unrestricted authority over user funds and does not act as a fiduciary.

By using the Platform you agree that we and other users may contact you about your account and transactions through in-platform messaging, email, notifications and telephone, and — where you have opted in — text message. Support and business calls to or from the FarmerStage business line may be answered by an automated front desk that provides fixed FarmerStage information, takes intake details and creates callback requests. Voicemail is recorded and stored; calls may be recorded and transcribed where recording applies, and notice will be given as required by applicable law. See the Privacy Policy for details and for SMS opt-out (STOP) and help (HELP) instructions.

You must not use FarmerStage messaging, calling or SMS tools to send unsolicited advertising, unlawful content or harassment.

FarmerStage, the FarmerStage name and logos, the Platform software, design, structure, user interfaces, databases, documentation, workflows and all related materials are owned by Gurusmart Technology LLC or its licensors and are protected by intellectual property law. We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform for your internal business purposes in accordance with these Terms. All other rights are reserved; no trademark or branding rights are granted.

Your content. You keep ownership of the listings, images, descriptions, documents and messages you submit. You grant Gurusmart Technology LLC a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, adapt for format and display your submitted content as necessary to operate, market and promote the Platform and the marketplace listings, and to retain it in transaction records after removal where required for records, disputes or law. You represent that you hold the rights needed to grant this licence and that your content does not infringe third-party rights.

Feedback you send us may be used without obligation to you.

Infringement claims. Send notices of claimed infringement to support@farmerstage.com.

Core records baseline. FarmerStage’s general internal records-management baseline for core records is seven years after the applicable transaction or related matter closes or is resolved. Core records include orders, accepted RFQs and quotes where applicable, payment events, payment holds and releases, commission, processing amounts, taxes recorded by FarmerStage, payouts, refunds, disputes and their resolutions, transaction-related delivery evidence, fulfilment records and the corresponding audit and event history. Seven years is FarmerStage’s own records-management baseline. It does not mean every category of information is kept for seven years, and it is not a statement that every applicable law universally requires seven years.

Different periods for other categories. Operational and temporary categories — for example GPS and location breadcrumbs, diagnostic and technical logs, notifications, CRM and prospect information, drafts and similar information — may be kept for shorter periods according to their purpose, applicable requirements and FarmerStage’s retention schedule.

Account closure. Closing, deactivating or suspending an account does not destroy transaction, financial, dispute, compliance or audit records that FarmerStage legitimately or legally needs to preserve. Account and contact information may be anonymized while the required historical records are retained.

Legal and compliance holds. FarmerStage may preserve records beyond their ordinary period where necessary for an active or reasonably anticipated dispute, chargeback, investigation, litigation, regulatory inquiry, tax matter, fraud matter or other documented legal or compliance requirement.

Files and evidence. Dispute evidence, delivery evidence, verification documents and other retained transaction files may be preserved together with the records they belong to, so that the evidentiary history remains intact.

Secure disposition. When the applicable retention period and any legitimate or legal preservation need have ended, information may be securely deleted, anonymized or otherwise disposed of in accordance with FarmerStage’s retention practices and applicable law.

Financial history and statements. FarmerStage preserves the authoritative financial records needed to maintain the integrity of historical transaction results and supplier statements, so that a statement for a past period continues to reflect the records on which it was based.

Suspension. A fulfilment violation or supplier suspension never causes transaction records to be deleted. Existing orders, payments, refunds, payouts, disputes and audit history remain preserved under their applicable retention rules.

You must not: misrepresent goods, identity, business or certifications; list goods you cannot lawfully supply; move a Platform-originated transaction off-platform to avoid platform commission or buyer protection; manipulate ratings, verification or dispute processes; share driver, delivery or confirmation credentials improperly; scrape, crawl, harvest or bulk-export Platform data; reverse engineer, probe, or interfere with the Platform’s security, rate limits, tokens or availability; access accounts or records you are not authorized to access; upload malware; use the Platform for money laundering, sanctioned trade or other unlawful purpose; or use communications tools for spam or harassment.

The Platform is provided “as is” and “as available”. To the maximum extent permitted by applicable law, FarmerStage disclaims all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty as to uninterrupted or error-free operation.

FarmerStage makes no warranty about, and is not responsible for: the existence, quality, safety, grade, condition, legality, origin or fitness of goods; the accuracy of listings; the identity, solvency, licensing, insurance or performance of any buyer, supplier, driver or carrier; the outcome of any transaction; or acts of third-party payment, telephony, messaging, mapping or hosting providers. This section does not disclaim the responsibilities FarmerStage expressly undertakes in these Terms.

To the maximum extent permitted by applicable law:

(a) Excluded damages. FarmerStage will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, lost revenue, lost business, lost opportunity, lost goodwill, spoilage or crop loss not caused by FarmerStage, business interruption, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.

(b) Marketplace risk. FarmerStage operates and administers the marketplace and does not guarantee independent suppliers, buyers, products, drivers, carriers or transaction outcomes. Liability for a counterparty’s acts or omissions rests with that counterparty.

(c) Aggregate cap. FarmerStage’s total aggregate liability arising out of or relating to these Terms or the Platform will not exceed the total platform commission actually received and retained by FarmerStage in connection with the claimant’s transactions on the Platform during the 12 months immediately preceding the event giving rise to the claim. For this section, platform commission means commissions and other platform transaction fees actually received and retained by FarmerStage in connection with the claimant’s transactions. It does not include the product/order value of agricultural goods purchased or sold, shipping amounts, taxes, payment-processing charges paid to the payment provider, amounts paid out to suppliers, or any registration, membership or subscription fee (FarmerStage charges none).

(d) Carve-outs. Nothing in these Terms excludes or limits liability that applicable law does not permit to be excluded or limited, including liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence where non-excludable, death or personal injury caused by negligence, or a party’s payment obligations.

You will indemnify and hold harmless Gurusmart Technology LLC and its members, officers, employees and agents from third-party claims, demands, proceedings, damages, losses and reasonable legal costs arising out of or relating to: (a) your goods, listings, content or transactions; (b) your breach of these Terms or of applicable law, including food-safety, agricultural, licensing, transport, tax and communications law; (c) your negligence or willful misconduct; (d) your dispute with another user; and (e) acts of your personnel, drivers or carriers. This does not extend to claims arising from Gurusmart Technology LLC’s own breach, negligence or willful misconduct. We will notify you of a claim, allow you to control the defense with counsel reasonably acceptable to us (except that we may participate at our cost), and no settlement that imposes obligations on us may be made without our consent.

Neither party is liable for delay or failure to perform (other than payment obligations already due) caused by events beyond its reasonable control, including natural disaster, extreme weather, crop failure or disease, fire, flood, epidemic, war, civil unrest, terrorism, strike, government or regulatory action, embargo, carrier or fuel disruption, failure of utilities, telecom, internet, payment or hosting providers, and cyberattack.

We may add, change, suspend or discontinue features. We may amend these Terms; material changes will be posted on this page with a new effective date and, where legally required or practicable, notified to you. Continued use after the effective date constitutes acceptance, except where applicable law requires affirmative consent.

You consent to transact electronically with FarmerStage and other users through the Platform, to receive agreements, notices, disclosures, invoices and records electronically, and to the use of electronic records and signatures, including your click or in-app action as your signature. You may request a paper copy of a transaction record by contacting support. Notices to you may be sent to the email address or in-app notification channel on your account; notices to us go to support@farmerstage.com and, for legal notices, to Gurusmart Technology LLC, 1500 John F Kennedy Blvd, Suite 450 PMB 20, Philadelphia, PA 19102, United States.

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in Philadelphia County, Pennsylvania, and waive objections to venue there, subject to any mandatory applicable law that requires a different forum or law.

Before filing, the parties will attempt good-faith negotiation for 30 days after written notice of the dispute and may agree to mediation in Philadelphia County.

These Terms contain no mandatory arbitration clause and no class-action waiver.

These Terms, together with the Privacy Policy and any order or program terms you accept, are the entire agreement between you and FarmerStage on this subject. If a provision is unenforceable, it is limited or severed and the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, financing or sale of assets. Nothing creates a partnership, joint venture, employment, franchise or agency relationship, and no user is authorized to bind FarmerStage. Sections on fees, payment administration, intellectual property, disclaimers, limitation of liability, indemnification, governing law and general terms survive termination.

support@farmerstage.com — general and account matters.

sales@farmerstage.com — sales and partnerships.

security@farmerstage.com — security, disclosure and abuse reports.

Gurusmart Technology LLC, 1500 John F Kennedy Blvd, Suite 450 PMB 20, Philadelphia, PA 19102, United States.