FreshBridge Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between FreshBridge (“FreshBridge”, “we”, “us”) and the business entity or individual that creates an account (“Customer”, “you”). By clicking “I accept”, creating an account, or using the FreshBridge platform, WhatsApp assistant, portals, reports, or any related services (collectively, the “Service”), you agree to these Terms on behalf of the business you represent, and you confirm that you have authority to bind that business.

If you do not agree to these Terms, do not create an account or use the Service.

FreshBridge provides a software platform that helps fresh produce importers manage their daily operations, including inventory and packing lists, quality control reports, sales proposals and negotiation links, pick tickets and delivery documents, invoices and receivables, supplier and warehouse coordination, and related messaging through channels such as WhatsApp and email.

The Service is an operational tool. FreshBridge is not a party to any transaction between you and your suppliers, customers, warehouses, carriers, customs brokers, or any other third party. You remain solely responsible for your commercial decisions, your compliance with the laws applicable to your business (including, where applicable, the Perishable Agricultural Commodities Act, “PACA”), and the accuracy of the information you enter.

The Service is currently offered as an early-access program (“Charter Program”). You acknowledge that the Service is under active development, may contain errors, may change substantially, and may be interrupted. Features may be added, modified, or removed without notice. Feedback you provide may be used by FreshBridge to improve the Service without obligation or compensation, and without any transfer of your ownership over Your Data (as defined below).

You are responsible for the accuracy of your registration information and for maintaining the confidentiality of your credentials.

You are responsible for all activity under your account, including users you authorize (e.g., sellers, warehouse staff) and links you share (e.g., Magic Links sent to your customers, warehouses, or inspectors).

You must notify us promptly of any unauthorized use of your account.

Your Data belongs to you. “Your Data” means all information you or your authorized users submit to the Service, including inventory, packing lists, prices, costs, margins, suppliers, customers, sales, invoices, receivables, claims, documents, and photos. As between you and FreshBridge, you own Your Data.

You grant FreshBridge a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and back up Your Data solely as necessary to (a) provide and support the Service, (b) generate the documents and messages you request (for example, proposals, pick tickets, invoices, and QC reports), and (c) comply with the law.

We do not sell Your Data.

We do not disclose Your Data to other FreshBridge customers. Your prices, costs, margins, suppliers, and customer lists are treated as your confidential information.

We may share Your Data with service providers strictly as needed to operate the Service (e.g., hosting, messaging providers such as WhatsApp Business/API vendors, and email providers), under obligations of confidentiality.

We may disclose information if required by law, regulation, or valid legal process.

We may use aggregated and anonymized data — data that does not identify you, your business, your suppliers, or your customers — to operate, analyze, and improve the Service.

FreshBridge may in the future offer marketplace features that help match supply and demand between participants in the fresh produce industry (for example, suggesting to a buyer that a type of product is available from a participating importer). You agree that the Service’s systems may use Your Data internally to enable such matching for your benefit, subject to the following:

Your confidential commercial terms (your specific costs, margins, supplier identities, and customer lists) will not be published or displayed publicly.

Any marketplace feature that would actively present your identity or your offers to third parties will be optional and subject to your activation or additional consent at the time such features launch.

Until such features launch, Your Data is used only as described in Sections 5 and 6.

The Service may display market reference information (for example, USDA Market News data), suggested clients, estimated margins, suggested prices, and other automated assistance (collectively, “Suggestions”). Suggestions are provided for informational purposes only and may be incomplete, delayed, or inaccurate.

FRESHBRIDGE DOES NOT SET, RECOMMEND, OR GUARANTEE PRICES. ALL COMMERCIAL DECISIONS — INCLUDING WHAT TO SELL, TO WHOM, AT WHAT PRICE, AND ON WHAT TERMS — ARE YOURS ALONE. FRESHBRIDGE HAS NO LIABILITY FOR ANY DECISION YOU MAKE OR ANY TRANSACTION YOU ENTER BASED ON SUGGESTIONS, MARKET DATA, ESTIMATES, OR ANY OTHER OUTPUT OF THE SERVICE.

The Service does not provide legal, tax, accounting, customs, or regulatory advice. Documents generated by the Service (including invoices and any PACA-related language) are templates based on the information you provide; you are responsible for reviewing them and for your own compliance.

You consent to receive Service messages (operational notifications, links, confirmations, and summaries) via WhatsApp, SMS, and email at the contact points you provide.

You confirm that you have the right to provide the contact information of your customers, suppliers, warehouses, and inspectors, and that you have obtained any consent required for FreshBridge to send them operational messages on your behalf (for example, proposals and pickup confirmations).

Message delivery depends on third-party networks (e.g., WhatsApp) and is not guaranteed.

Do not use the Service to violate any law, infringe intellectual property, or send spam or unlawful communications.

Do not upload malicious code or attempt to gain unauthorized access to the Service or other customers’ data.

Do not resell or provide the Service to third parties except as expressly permitted.

During the Charter Program, fees (if any) will be as agreed with you in writing (including email or WhatsApp). FreshBridge may introduce or modify subscription fees with at least 30 days’ notice; continued use after the effective date constitutes acceptance. Taxes are your responsibility where applicable.

FreshBridge owns the Service, including all software, design, models, templates, and know-how. No rights are granted to you other than the limited right to use the Service under these Terms. “FreshBridge” and related marks are property of FreshBridge.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. FRESHBRIDGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA (INCLUDING MESSAGES) WILL BE DELIVERED OR PRESERVED WITHOUT LOSS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) FRESHBRIDGE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, SPOILAGE, REJECTED OR DELAYED SHIPMENTS, OR BUSINESS INTERRUPTION; AND (B) FRESHBRIDGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO FRESHBRIDGE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (USD $100) IF YOU HAVE PAID NO FEES.

You will defend and indemnify FreshBridge from claims arising out of (a) Your Data, (b) your use of the Service in violation of these Terms or the law, or (c) your transactions with third parties (including customers, suppliers, warehouses, carriers, and brokers).

These Terms apply from your acceptance until your account is closed.

You may stop using the Service and request account closure at any time.

We may suspend or terminate access for material breach, security risk, or legal requirement; where practical, we will give notice.

Upon termination, you may request an export of Your Data within 30 days; after that period we may delete it, except as retention is required by law.

We may update these Terms from time to time. Material changes will be notified through the Service or by email/WhatsApp, and the new version (with its date and version number) must be accepted to continue using the Service. Your acceptance is recorded with a timestamp and the version accepted.

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute amicably. Any dispute not so resolved will be subject to the exclusive jurisdiction of the state and federal courts located in Texas, and each party consents to venue there.

These Terms are the entire agreement regarding the Service and supersede prior discussions on the subject. If any provision is unenforceable, 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 them to an affiliate or successor (including the U.S. entity currently in formation). Notices may be sent to the email registered on your account and to FreshBridge at legal@freshbridge.co.

FreshBridge · legal@freshbridge.co · freshbridge.co

By clicking “I accept” during onboarding, you acknowledge that you have read, understood, and agree to these Terms of Service on behalf of your business.