Welcome to TradePronto! Our platform is designed to foster new business opportunities, innovation and better/faster execution for all participants of the CPG industry. These Terms of Service (“Terms”) govern your use of any online services, including websites, mobile apps, and features, that link to these Terms (collectively, the “Platform”). Accessing or using the Platform through any device means you agree to these Terms that ensure an efficient environment for all stakeholders.

PLEASE READ THESE TERMS CAREFULLY. By accessing or using the Platform (as defined below), you agree to be legally bound by these Terms of Service. These Terms include a limited license, warranty disclaimers, liability limitations, and mandatory arbitration with class action and jury waivers. If you do not agree to these Terms or our Privacy Policy, do not use the Platform.

These Terms form an agreement between you — whether a product Manufacturer, Retailer, or Intermediary (“you” or “your”) — and TradePronto. The Platform provides product discovery, category management, vendor evaluation tools, purchasing and other functionalities, including APIs and related services. It is important that you read and understand these entire Terms before using the Platform.

The Platform relies on the conditions outlined here, such as limitations on liability, indemnification, and mandatory arbitration, to operate effectively.

In some cases, additional guidelines or terms may apply to certain features or services (“Additional Terms”). If there’s a conflict between these Terms and any Additional Terms, the Additional Terms will take precedence unless stated otherwise. You also accept the Platform’s Privacy Policy by using the Platform.

Capitalized and/or otherwise highlighted terms have meanings defined in these Terms.

General

Registration

To use certain Platform features, you must register at www.tradepronto.com or log in using third-party credentials. You will set a password or receive one from us. You agree to: (i) avoid using usernames that violate rights, impersonate others, or are offensive; (ii) provide accurate and updated information; (iii) be responsible for all activities under your account; (iv) keep your password confidential and secure; (v) notify us immediately of unauthorized account use; and (vi) not sell or transfer your account.

Profiles

After registration, you can create a Profile Page to showcase your products, services, and company information. Your Profile Page must comply with content rules in Section 3 and Section 5. Settings may not be immediately effective, and we are not liable for errors or preferences.

Only authorized representatives can create Profile Pages. TradePronto does not verify ownership of Profile Pages and may resolve disputes regarding unauthorized pages at its sole discretion, including removing or disabling access. You are responsible for all activities conducted under your account, including those by collaborators you invite.

User Data & Privacy

You are responsible for the accuracy and updates of any information you provide. If your information is false, outdated, or violates these Terms or laws, we may suspend or terminate your account without notice. We also reserve the right to terminate access to the Platform at our discretion, without liability for any resulting losses.

By using the Platform, you agree to TradePronto’s data collection practices. We collect data related to Platform usage, including tracking technologies, to analyze behavior, target advertising, and improve services. TradePronto owns all non-personal data collected, including aggregated and anonymized data. We may use this data for business purposes without compensating you. We may use collected data, including product-related and transactional data, for business purposes, such as targeting advertising and enhancing user experiences.

TradePronto exclusively owns

• Data related to users’ activities on the platform (excluding personal information and user-generated content).
• Anonymized and aggregated data derived from user activities.

Marketplace Content

Content

The Platform includes various materials such as text, images, designs, videos, software, interactive features, trademarks, and other intellectual property (“Content”) owned by TradePronto, its licensors, or third parties.

Limited License

TradePronto grants you a limited, non-exclusive, non-transferable, revocable license to view, download temporarily, and use the visible Content for personal, non-commercial purposes on your device. This license does not grant ownership or rights to the Content and may be revoked at any time. Additional access to Content may be subject to other terms. Certain provisions, such as indemnification and liability limitations, will survive termination of your access to the Platform.

Ownership

All Content on the Platform, including its arrangement and design, is owned by TradePronto or its licensors and is protected by copyright, trademark, and other intellectual property laws. TradePronto retains all rights to the Content.

Rights of Others: You must respect the intellectual property and rights of TradePronto and others. Unauthorized use of Content may result in legal liability. TradePronto protects intellectual property rights and provides procedures for reporting violations (see Sections 9 and 10).

User-Generated Content

You may submit messages, images, videos, reviews, and other materials (“User-Generated Content”). You retain ownership but remain responsible for all content you provide. TradePronto may allow content submission through Profile Pages, blogs, or other tools.

Platform Management

TradePronto reserves the right to monitor, reject, or remove any User-Generated Content without notice or liability. This includes content deemed inappropriate, offensive, illegal, or in violation of third-party rights. TradePronto is not obligated to store or provide access to submitted content.

License to TradePronto

You grant TradePronto an unrestricted, irrevocable, royalty-free license to use, modify, reproduce, distribute, and publicly display any User-Generated Content for any purpose. This includes combining your content with other materials, removing metadata, and using related ideas or concepts. You waive any moral rights to content and agree not to interfere with TradePronto’s use.

Non-Confidentiality of Content

User-Generated Content is provided at your own risk, as the Platform is not completely secure. TradePronto assumes no obligation to maintain confidentiality of your content. Unsolicited ideas, such as suggestions or designs, are considered User-Generated Content and may be used without compensation or acknowledgment.

Enforcement

TradePronto has no duty to enforce your intellectual property rights but may take action to protect and enforce its own rights, including bringing legal claims on your behalf.

Trademark License

By using the Platform, you grant TradePronto a worldwide, perpetual, royalty-free license to use your trademarks, logos, and related content (“User Marks”) and any User-Generated Content you provide, including photos and audiovisual materials, for Platform operations, promotion, and other business purposes.

Liability Disclaimer

TradePronto assumes no liability for User-Generated Content, including inaccuracies or infringement. You accept all risks related to others’ use or reliance on your content.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT ANY WARRANTIES OF ANY KIND. TRADEPRONTO AND SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, QUALITY, ACCURACY, OR COMPATIBILITY WITH ANY STANDARDS. NO ORAL OR WRITTEN ADVICE OR INFORMATION OBTAINED FROM TRADEPRONTO, SUPPLIERS, OR THROUGH THE PLATFORM CREATES ANY WARRANTY.

Right to Provide

By providing User-Generated Content, you confirm that you are of legal age, own or have the rights to the content, and it is accurate, lawful, and free of third-party infringements. The content must not violate these Terms, harm others, or require additional permissions from TradePronto.

Product and Company Information

• Product information must be truthful, up-to-date, and not misleading.
• You must provide details like ingredients, warnings, and respond to product inquiries promptly.
• Product pricing must match other channels, and recalled products must be reported with all details.
• Products must meet consumer safety standards, relevant laws, and good practices.
• Content must be categorized correctly and not link to unauthorized external sites.
• Products and content must not infringe third-party rights of any kind.

Edible Products

Edible products must comply with food safety laws, be of good quality, unadulterated, and clearly display use-by dates.

Content Rules

TradePronto may remove content violating these rules and request proof of permissions.

• User-Generated Content must be original or rights-approved and not include unauthorized logos, trademarks, or third-party content.
• Photos, videos, and images must be of you or your products, with permission from anyone depicted.
• Content must not be offensive, defamatory, illegal, misleading, or inappropriate.
• Do not impersonate others or misrepresent your products or identity.
• Content must not contain malware or harm the Platform or user devices.

Competitor Restrictions and Non-Circumvent

Competitors of TradePronto are prohibited from using the Platform. Buyers and Sellers can not transact with parties that they met on the platform during twelve months after using the Platform. Members of platform who are in violation of this term, will compensate to TradePronto for the missed revenue from such transactions and membership fees based on the established platform pricing policy at the time.

User Interactions

You are responsible for interactions and agreements with other users. TradePronto is not liable for disputes or user conduct but may monitor or intervene at its discretion.

Submissions

Retailer Submissions must be routed exclusively through TradePronto, managed monthly, and include updated category review data.

Legal Compliance

You agree to comply with all applicable laws regarding your Platform use.

Electronic signatures

Electronic signatures are considered and accepted at the same value as scanned signed documents or originals with wet signatures.

Reporting Violations

Report violations to [email protected]

No Liability for User Compliance

TradePronto does not guarantee user compliance with these rules, and you assume all risks resulting from non-compliance.

Platform & Content Restrictions

Platform Restrictions

You agree not to:

1. Use hidden text, meta tags, or Trademarks without permission.
2. Engage in unlawful, harmful, or abusive activities through the Platform.
3. Reverse engineer, decompile, or modify Platform code or software.
4. Interfere with Platform operations or harm other users or TradePronto.
5. Circumvent security features or access restrictions.
6. Collect or store user data without consent.
7. Attempt unauthorized access to the Platform or connected systems.
8. Violate these Terms or any Additional Terms.

Content Restrictions

You agree not to:

1. Collect, copy, or distribute Content using bots, crawlers, or any automated tools.
2. Frame or enclose Content without authorization.
3. Remove or alter copyright, Trademark, or intellectual property notices.
4. Suggest unauthorized associations with TradePronto or its licensors.
5. Modify, copy, reproduce, or create derivative works from the Content.
6. Distribute, publish, broadcast, or transfer Content without written consent.
7. Insert code or tools that disrupt user experience.

Reserved Rights

All rights to the Platform and Content not explicitly granted to you are reserved by TradePronto, its licensors, and third parties. Any unauthorized use is strictly prohibited.

Platform and Content Availability

TradePronto may modify, suspend, or terminate the Platform, Content, or its features at any time without notice or liability.

Commercial Terms and Business Obligations

Fees and Payments

You agree to pay all amounts due under these Terms via TradePronto’s website unless otherwise specified. Payment-related information is handled as described in our Privacy Policy.

Payment Terms: Suppliers establish their own contractual terms directly with Buyers, promoting flexibility and tailored financial arrangements.

Payment Processor

Payments are processed through a third-party provider, including for subscriptions and product purchases.

As a buyer, you agree to send payments for all products to the TradePronto account that will be routed immediately to the sellers account.

As a Seller, you agree that the buyer will send all payments for all products to the TradePronto account that will be routed immediately to your account.

Subscription Payments

Incorrect or declined payment details will result in non-processed payments, and all amounts remain due. Payments are nonrefundable.

Product Purchases

Suppliers must provide bank account details for payments, which are processed through TradePronto payment processing system. Payments are released to Suppliers based on the terms of the purchase agreement and funds are automatically transferred by TradePronto to the beneficiary’s bank account.

Terms of Sale

1. Order Acceptance: Orders are subject to Supplier approval and may be canceled for reasons such as limited stock, inaccuracies, or fraud concerns. Orders are accepted when products are shipped. Suppliers may require minimum order amounts.
2. Shipping: Retailers must provide valid physical addresses and are responsible for shipping fees and sales taxes. Shipping delays are not TradePronto’s or Suppliers’ responsibility. Title and risk of loss transfer to Retailers upon delivery.
3. Product Availability and Pricing: Prices and availability are subject to change without notice. Colors and sizes may vary from Platform images without being considered defects.
4. Returns and Refunds: Refunds follow TradePronto’s refund policy. Suppliers control refunds, and TradePronto has no obligation to facilitate refunds until funds are received from Suppliers.
5. Resale Restrictions: Retailers cannot resell products on Amazon, eBay, Facebook, or other marketplaces without written Supplier consent.
6. Compliance: Suppliers and Retailers must adhere to their agreements, including resale terms. TradePronto is not responsible for monitoring or enforcing such agreements. All orders for products introduced on the Platform must be placed through the Platform.
7. Disclaimer of Warranties: All products are provided “as is” and “with all faults” without warranties of any kind, express or implied, including merchantability, fitness for purpose, accuracy, or non-infringement. TradePronto and Suppliers disclaim all liability, and no advice or information obtained creates a warranty.
8. Subscriptions for Suppliers: TradePronto offers a monthly membership-free Basic Subscription Plan for Suppliers to create profiles and upload products. Suppliers can also purchase a Premium Plan(s).

Premium and Promotion Plans can be purchased online. Charges are displayed at checkout. Premium Plans auto-renew unless canceled by the Supplier or TradePronto, while Promotion Plans expire unless auto-renew is selected.

All subscriptions are nonrefundable, have no cash value, and provide only a limited, non-exclusive, revocable, non-transferable right to use the Platform. Prices may change at any time without notice, but existing subscriptions retain their purchased terms. New purchases will reflect updated prices.

If TradePronto suspends or terminates a subscription, you forfeit the remaining subscription period or items, except where otherwise stated in Additional Terms or required by law. Credits, refunds, or compensation will not be issued for changes, errors, or losses.

Suppliers are responsible for all applicable taxes related to products, subscriptions, or services.

Premium Plans include the option to become TradePronto Verified. Verification is not guaranteed and requires meeting specific conditions, including maintaining an active Premium subscription. If requirements are not met or the subscription lapses, TradePronto may revoke verification status at any time without notice.

Membership Cost

TradePronto reserves the right to change prices at any time with best industry practices on providing proper notice to SUPPLIER Partners.

Supplier Monthly membership fees:

$29 per Month

SKU fee:

2 SKUs free

$2.9/mo per SKU over 2, maximum $59/mo

Account Set Up - $259 that includes:

KYC verification including liveness check and ID picture match

KYB verification including business entity verification and active registration check

Insurance policy validation

Review of supplier’s facilities media

Onboarding assistance including product listings creation

See our competitor pricing comparison sheet here

TradePronto Care

If a BUYER wants TradePronto to find specific manufacturer or brand, they can engage TradePronto on pay-per-brand basis.

Costs start at $499.95 per brand.

Insurance Requirement

SUPPLIERS must maintain a minimum of $250,000 in Products Liability Insurance, with proof of coverage required at registration.

Notices and Communication

We may notify you of updates, changes to terms, or important matters by posting on the Platform’s homepage or through other reasonable means. We may also contact you via mail or email using the address you provided. You agree to update your account promptly if your contact information changes.

Product Specifications, Pricing, and Errors

We strive to accurately describe all products and services on the Platform but cannot guarantee that specifications, pricing, or content will always be complete, accurate, or error-free. TradePronto reserves the right to refuse or cancel subscriptions or access to the Platform if errors occur.

You agree to be liable for and indemnify TradePronto against any losses, claims, costs, or liabilities arising from a breach of this section.

Third-Party Sites and Dealings

Third-Party Content and Sites. The Platform may include third-party links, plug-ins, ads, or applications (“Third-Party Sites”) not owned or controlled by TradePronto. TradePronto does not review, endorse, or assume responsibility for the content, policies, or services of Third-Party Sites and is not liable for any damages arising from your use of them. Your activities on such sites are governed by their terms, policies, and rules.

Supplier and Retailer Dealings. TradePronto works with diverse Suppliers and Retailers but does not act exclusively for, or affiliate with, any single party. All interactions, transactions, and disputes between you and other users or third parties are solely your responsibility. TradePronto disclaims all liability for such dealings, including matters related to content, payments, warranties, and delivery.

Wireless Technology and Terms

The Platform may offer services accessible via wireless devices, such as accessing features, uploading content, receiving messages, or downloading apps (“Wireless Features”). Standard messaging, data, and carrier fees may apply, and some features may be restricted or incompatible with certain carriers or devices. By using Wireless Features, you consent to receive communications on your wireless device from TradePronto or third parties, and TradePronto may collect data related to your usage. You agree to keep your wireless contact information on the Platform up to date.

Dispute Resolution

All users of the platform commit to make all efforts to resolve All claims, disputes, or disagreements that may arise out of your use of the TradePronto platform, including but not limited to any claims related to the Terms of Service (TOS) through negotiations and mediations.

Instead of using arbitration, you or we can bring claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury.

Arbitration Rules

The arbitration shall be conducted on an expedited basis under the [American Arbitration Association’s (AAA)] Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes then in effect, except as modified by this TOS.

Resolution Period: Both parties will attempt to resolve the Dispute through dialogue for 60 days, though no resolution is guaranteed.

Costs and Fees: The cost of arbitration, including administrative and arbitrator fees, shall be shared equally by the parties unless the arbitrator decides that the fees should be allocated differently as part of the award based on the circumstances of the case.

Limitation on Damages: To the fullest extent permitted by law, no arbitrator shall award punitive or exemplary damages against either party

Binding Effect: The arbitrator’s award shall be final and binding on both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Parties may use court as a last resort in case if no satisfying results were achieved through diligent and honest effort to mediate.

Disputes must proceed individually – no class actions or consolidation allowed. Claims must commence within two years or be barred. The prevailing party may recover reasonable legal fees.

Choice of Law; Dispute Resolution: The validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Delaware, USA. All parties consent to the exclusive jurisdiction of said courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.

Limited Filing Time. Disputes must begin within two years of arising, or they are permanently barred.

Injunctive Relief. TradePronto may seek injunctions or other legal relief for issues related to its intellectual property, Platform operations, or Content, bypassing arbitration.

Small Claims Exception. Qualifying disputes can be brought in small claims court.

No Class Actions. Disputes must be resolved individually; class actions are not permitted. If this clause is deemed unenforceable, arbitration will not apply, and disputes must proceed in court.

Jurisdiction. All disputes, if not arbitrated, must be brought in state or federal courts in Delaware, USA, where all parties consent to jurisdiction.

These TOS supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.