1) Key Definitions

Offer: A Seller lists a defined portion of future sales under a set of Pricing & Quantity Rules (“PQRs”) and a time Window. Each PQR specifies a quantity threshold and its unit price (e.g., 30+ units @ $5; 100+ units @ $4).

Tier (Pricing & Quantity Rule / “PQR”): A rule line within an Offer that sets the minimum quantity and the associated unit price. Each tier also includes a Completion Projection (days to complete) based on historic performance.

Window: Calendar days during which sales are attributed to the Offer. Tiers may have different Completion Projections but share the same Offer Window unless explicitly segmented.

Filled %: Portion of the Offer’s target funded amount that has been funded by Investors.

Reserve (Seller Reserve, “SR”): Temporary holdback from Seller disbursement to cover expected returns/adjustments at the category-level baseline.

Investor Holdback (“IH”): Temporary holdback from Investor distributions to cover timing-related returns/adjustments that post after interim payouts.

Settlement: Ongoing distributions to Investors from realized sales attributed to the Offer (by tier), plus a final reconciliation after the applicable return/adjustment window ends.

Material Adverse Change (MAC): Any Seller or marketplace event reasonably expected to reduce the Offer’s projected realized sales (e.g., listing suppression, logistics disruption, severe demand shock).

Marketplace-agnostic scope: These rules apply across integrated marketplaces and channels; where platform-specific policies differ (returns windows, reason codes), CGX maps them to the framework herein.

Accredited Investors: At this time, only accredited Investors may participate on CGX (eligibility verified during onboarding).

2) Eligibility & Data Integrity

Sellers: Complete KYC/AML, connect bank, and connect read-only sales/operations data feeds for each integrated channel; maintain connectivity at all times during the Offer Window.

Investors: Accredited status required; complete KYC/AML; connect bank; fund wallet.

Data integrity: Sales history, SKU mix, pricing/discount policies, PQRs, marketing/traffic plans, and inventory data must be truthful and current. Material changes must be disclosed in the Offer’s update feed within 24 hours.

3) Offer Creation & Locking

Edits before Live: Seller may adjust tiers (PQRs), Window, and disclosures prior to Go‑Live.

Lock at Go‑Live: The following lock and cannot be worsened without CGX approval: tier thresholds and unit prices, Offer Window dates, Notional (no increases), Reserve %, and baseline assumptions for price bands, marketing/traffic, and inventory availability.

Disclosures required pre‑Live: planned promotions/discounts/coupons, seasonal events, expected stockouts, major catalog changes, and any automated pricing rules that may alter tiers.

4) Tier Mechanics (Pricing & Quantity Rules)

Tier structure: Each Offer contains one or more tiers. A tier defines (i) minimum cumulative quantity at which the tier price applies, (ii) unit price at that tier, and (iii) a Completion Projection (days).

Execution priority: Sales count toward the lowest unfulfilled tier first; once the cumulative quantity reaches the next tier threshold, that tier’s price applies prospectively.

Investor allocation: Investor funding is pro‑rated across tiers based on the Offer’s published Projected Mix (percentage of sales expected in each tier). Deviations are netted during reconciliation so that Investors receive distributions matching the actual tier mix.

Tier changes after Go‑Live: Upward price moves or downward quantity thresholds are not permitted unless disclosed and approved by CGX; downward price moves or upward thresholds require 24h prior notice and may trigger Reserve/IH adjustments or a pause.

5) Market Conduct Rules (Fair Play)

Seller conduct (prohibited):

Marketing/traffic suppression: Deliberately reducing performance marketing/traffic ≥ 25% versus the disclosed baseline for >72 hours without prior notice.

Price/tier manipulation: Changing prices or tier thresholds to shift sales outside the Offer or to disadvantage filled tiers without disclosure and approval.

Inventory throttling: Withholding stock, delaying replenishment, or diverting supply to other channels to depress Offer sell‑through.

Data interference: Disconnecting or degrading required data feeds; misreporting cancellations/returns; altering SKUs listed in tiers without approval.

Policy evasion: Re‑listing substantially similar Offers to bypass halts/penalties, or segmenting the same inventory pool across channels to obscure true availability.

Investor conduct (prohibited):

Manipulative bidding: spoofing, layering, wash trading, or collusion intended to affect price/availability.

Side arrangements: Off‑platform terms that alter priority, return treatment, or payout sequencing.

Harassment/pressure: Attempts to influence Seller operations outside the CGX Q&A and update channels.

Enforcement ladder: Warning → Benefit/fee forfeiture → Offer halt → Account suspension → Removal.

6) Pricing, Marketing & Inventory Guardrails

Marketing guardrail: Maintain ≥ 75% of baseline paid marketing/traffic (or revenue‑neutral optimization) during the Window; dips ≤72h for operational reasons allowed with an Offer update.

Price guardrail: Price moves ≥ 10% from the pre‑Live baseline require prior notice via Offer update; repeated ±10% moves (≥3 in 14 days) trigger review.

Inventory guardrail: Maintain reasonable stock and fulfillment capacity for tiered SKUs. Known stockouts/back‑orders must be posted immediately in Offer updates.

Promotions/discounts: Allowed if disclosed pre‑Live or posted ≥24h in advance; deep promos that materially impact net realized sales may adjust SR/IH or prompt a pause.

7) Returns & Adjustments (Fair Sharing, Marketplace‑Agnostic)

Attribution: A return/refund reduces realized sales if the original delivery occurred within the Offer Window and within the applicable platform’s return window (including posted extensions), plus a 14‑day grace.

Reason‑code mapping: CGX maps platform‑specific reason codes to (a) Seller‑fault (e.g., defective/not‑as‑described, authenticity/safety), and (b) Buyer‑behavior/timing (e.g., remorse, ordered wrong).

Coverage waterfall: Seller‑fault → Seller Reserve (SR); Buyer‑behavior/timing → Investor Holdback (IH) and/or netting against future Investor distributions for the same Offer; no retro investor clawbacks beyond IH.

Reserves: SR = Expected Return Rate (ERR) + buffer (category/channel‑based). IH = 3–8% of Investor distributions (category/channel‑based). Unused SR/IH release after the return window closes and a 14‑day reconciliation period.

Extreme cases: If returns exceed SR + IH + 5 percentage points or show policy‑violation patterns, CGX may pause new listings and require remediation; any platform reimbursements are credited before final release.

8) Funding, Fills, Executions & Payouts

Funding threshold: Default ≥ 90% Filled to disburse Seller funds (unless Seller consents to a lower threshold).

Execution & settlement cadence: As sales occur, distributions to Investors are made (e.g., weekly/bi‑weekly) aligned to the actual tier mix and net realized sales.

Tier mix reconciliation: Deviations from the Offer’s Projected Mix are trued‑up at final reconciliation so Investor returns match the actual weighted average of executed tiers.

Fees: All fees are shown pre‑trade. Standard ACH is free; optional instant payout/wire fees are shown at point of use.

9) Transparency & Communications

Offer dashboard: Displays ERR, SR%, IH%, tier table (thresholds, unit prices, Completion Projections), live meters for Reserve/Holdback usage, and a change log for price/marketing/inventory updates.

Updates: Sellers must post material updates within 24 hours; updates are time‑stamped and visible to all Investors in the Offer.

Q&A: Investor questions and Seller answers occur in the Offer Q&A and form part of the Offer record.

10) Halts, Pauses & Material Adverse Change (MAC)

Auto‑halt triggers: Critical data feed loss >48h; returns spike > 2× ERR + 3pp; undisclosed deviations from guardrails; significant listing/policy violations; suspected manipulation/fraud.

Outcomes: Temporary pause with remediation plan, SR/IH adjustment, Offer removal, or account suspension.

11) Disputes & Appeals

How to file: From the Offer page (“File a Dispute”) or email support with Offer ID, timestamps, screenshots, and narrative.

SLAs: Acknowledge within 1 business day; target determination within 10 business days of evidence close (complex cases may extend with notice).

Appeal: One appeal within 5 business days; final decision within 10 business days. Pending disputes may place temporary administrative holds on SR/IH releases.

12) Enforcement & Penalties (Graduated)

Notice & Cure: Written warning and 24–72 hours to correct.

Economic Adjustments: Increased SR/IH, reduced listing limits, promo credit forfeiture.

Offer Action: Pause/halt/removal of the Offer.

Account Action: Suspension/termination; referrals to platforms/authorities where required.

13) Examples (Applied to Tiers)

Marketing drop: Seller cuts paid traffic 40% vs. baseline without notice for 5 days → CGX pauses the Offer, raises SR by +2pp, requires update; repeated issue may remove Offer.

Tier price change: Seller lowers Tier‑2 price 12% mid‑Window without notice → violation; CGX may net effects via SR/IH, adjust listing limits, and require prior notice going forward.

Buyer‑remorse returns: IH covers first; if IH exhausted, net from future Investor distributions for the same Offer; no Seller clawback beyond SR.

Defective batch: Returns spike to 14% with defect codes → SR used first; CGX halts new listings pending QA plan; platform reimbursements credited at reconciliation.

14) What These Rules Guarantee

Sellers: Clear tier rules, transparent guardrails, no surprise retro investor clawbacks; unused SR returns quickly; visibility into Investor expectations.

Investors: Transparent tier mix, risk bands, and predictable return treatment; timing risk managed via IH; no retro clawbacks beyond IH.

CGX: A fair, channel‑agnostic framework that scales across marketplaces while protecting market integrity.

15) Versioning & Contact

CGX may update these rules to reflect marketplace changes; updates and effective dates will be posted. Questions: support@uscgx.com

Acknowledgment: By listing an Offer, placing a bid, funding, or accepting a distribution on CGX, you agree to these Rules and incorporated policies.