This Agreement governs the organization-level membership relationship. The following documents are intentionally maintained separately and incorporated only where expressly referenced: the Capital4Trade Terms of Service, accepted by each Authorized User; the Capital4Trade Privacy Policy, presented when personal information is collected; the Capital4Trade Code of Conduct; the Membership Order Form or digital enrollment record setting out the selected plan, term, and price; and product- and program-specific agreements, including Trade Finance and Payment Protection terms.
Capital4Trade and Member may each be referred to as a "Party" and together as the "Parties."
1. Parties, Acceptance and Scope
1.1 Acceptance and Authority
This Agreement becomes binding when an authorized representative of Member signs it, accepts it electronically, or completes another acceptance process made available by Capital4Trade. The person accepting this Agreement represents and warrants that the person has authority to bind Member.
If the person does not have such authority, the person must not accept this Agreement or enroll the organization as a Member. Capital4Trade may request reasonable evidence of authority at any time.
1.2 Purpose and Scope
This Agreement governs Member's participation in the Capital4Trade Network and access to Membership Benefits. It does not by itself constitute an agreement to provide financing, insurance, payment protection, investment products, brokerage services, logistics services, or any other regulated or transaction-specific product.
Each product, program, transaction, or service may require additional eligibility review and a separate written or electronic agreement. The applicable product or transaction agreement will govern that product or transaction.
1.3 Nature of the Network
Capital4Trade is a privately owned commercial network operated by Transport Networks LLC. Membership does not give Member any equity, ownership, voting, governance, or management interest in Transport Networks LLC, Capital4Trade, any funding vehicle, or any affiliated entity.
The Parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, agency, or authority for either Party to bind the other.
2. Definitions
| Term | Meaning |
|---|---|
| Authorized User | An individual whom Member authorizes to access the Platform under Member's account. |
| Code of Conduct | The Capital4Trade professional and ethical conduct policy then in effect and made available to Member. |
| Confidential Information | Non-public commercial, financial, operational, technical, legal, personal, or proprietary information disclosed by or through the Network that is marked confidential or reasonably should be understood to be confidential. |
| Governing Documents | This Agreement, the Order Form, the Code of Conduct, the Platform Terms, and any policy or program terms expressly incorporated by reference. |
| Member Data | Information, documents, content, records, and personal information submitted to or made available through the Network by Member or its Authorized Users. |
| Membership Benefits | The services, access rights, tools, events, directories, resources, and other benefits associated with Member's Membership Plan. |
| Membership Plan | The Basic, Premium, Enterprise, or other plan identified in the Order Form or Member Portal. |
| Order Form | A written or electronic order, enrollment record, or checkout record identifying Member, its Membership Plan, applicable fees, term, and other plan-specific terms. |
| Platform | The websites, portals, applications, APIs, databases, marketplaces, and other digital services made available under the Capital4Trade brand. |
| Program Terms | The separate rules and agreements governing a specific commercial, financial, insurance, payment protection, marketplace, referral, or other program. |
| Good Standing | Status of a Member that remains eligible, complies with the Governing Documents, pays amounts when due, and is not suspended or terminated. |
3. Membership Eligibility and Admission
3.1 Eligibility
Membership is available only to organizations and, if expressly approved by Capital4Trade, individuals that are legally capable of entering into this Agreement and participating in legitimate commercial activity. Member must maintain all licenses, registrations, insurance, and authorizations required for its business.
3.2 Application Information
Member must provide complete, current, and accurate information requested during onboarding and throughout Membership. Member must promptly update information that becomes inaccurate or materially incomplete. Capital4Trade may rely on information supplied by Member when administering Membership and Network programs.
3.3 Due Diligence
Capital4Trade may conduct identity, business, ownership, sanctions, anti-money laundering, reputation, reference, financial, operational, and other reasonable reviews. Member authorizes Capital4Trade to obtain and verify information from Member, public sources, service providers, and other lawful sources, subject to the Privacy Policy and applicable law. Completion of due diligence does not obligate Capital4Trade to approve an application or provide any particular Membership Benefit, product, or transaction.
3.4 Admission and Classification
Capital4Trade may approve, conditionally approve, reject, classify, or reclassify an applicant or Member based on eligibility, activities, qualifications, risk, compliance status, and the available Membership Plans. Except where prohibited by law, admission decisions are within Capital4Trade's reasonable discretion.
4. Membership Term, Renewal and Fees
4.1 Membership Term
The initial Membership term is the period stated in the Order Form. If the Order Form does not state a term, a paid Membership will continue for one year from its activation date and a free Membership will continue until terminated under this Agreement.
4.2 Renewal
Paid Membership does not renew automatically. At least thirty (30) days before the expiration of the then-current Membership Term, Capital4Trade will notify the Member through the Member Portal. The Capital4Trade team will also contact the Member's designated representative to determine whether the Member wishes to renew its Membership for an additional one-year term.
Renewal will occur only after an authorized representative of the Member affirmatively confirms the renewal through a method designated by Capital4Trade and the Member satisfies the applicable payment and continued-eligibility requirements.
If the Member does not affirmatively confirm the renewal before the current Membership Term expires, the paid Membership and its associated benefits will expire at the end of that term. The Member is not required to submit a cancellation or non-renewal notice.
4.3 Fees and Payment
Members will pay the fees identified in the Order Form or Member Portal. Unless otherwise stated, fees are invoiced and payable in advance, are stated in U.S. dollars, and are exclusive of taxes. Member is responsible for applicable sales, use, value-added, withholding, and similar taxes, other than taxes based on Capital4Trade's net income.
Past-due amounts may result in restriction or suspension of Membership Benefits. Capital4Trade may recover reasonable collection costs to the extent permitted by law and the applicable Order Form.
4.4 Cancellation and Refunds
Members may cancel or elect not to renew by following the process stated in the Member Portal or Order Form. Except where required by law or expressly stated in the Order Form, fees paid for a current term are non-refundable and cancellation does not relieve Member of amounts already due.
Termination of Membership does not automatically terminate or cancel an open commercial transaction, financing facility, insurance placement, claim, or other product governed by separate terms.
4.5 Plan and Price Changes
Capital4Trade may change Membership Plans, benefits, and pricing prospectively. A fee increase for an existing paid Member will take effect no earlier than the next renewal term unless Member expressly agrees otherwise. Material reductions to prepaid core benefits will be handled in a commercially reasonable manner.
5. Membership Benefits
5.1 Benefits by Plan
A Member in Good Standing may access the Membership Benefits associated with its Membership Plan, subject to availability, eligibility, user limits, technical requirements, and the Governing Documents. Current benefits will be described in the Order Form, Member Portal, or a separately published plan schedule.
5.2 No Guaranteed Opportunity
Membership does not guarantee referrals, counterparties, financing, credit approval, insurance, transaction volume, revenue, savings, investment returns, commercial success, or access to any specific product or program.
5.3 Changes to Benefits
Capital4Trade may improve, replace, suspend, or discontinue features and benefits as the Network evolves. Capital4Trade will give reasonable notice of a material change affecting prepaid core Membership Benefits when practicable. Beta, pilot, preview, and planned features may be changed or withdrawn at any time.
6. Member Responsibilities
6.1 General Obligations
Member will:
- Comply with this Agreement, the Code of Conduct, applicable Program Terms, and applicable law.
- Conduct its business honestly, professionally, and in good faith.
- Maintain required licenses, registrations, insurance, and authorizations.
- Provide accurate, complete, and timely information.
- Cooperate with reasonable compliance, audit, verification, and investigation requests.
- Protect the reputation, security, and legitimate commercial interests of the Network and its participants.
- Remain responsible for its personnel, Authorized Users, services, products, representations, and contractual obligations.
6.2 Prohibited Conduct
Member must not, directly or through another person:
- Engage in fraud, bribery, corruption, sanctions evasion, money laundering, terrorist financing, deceptive conduct, or unlawful discrimination.
- Submit forged, manipulated, incomplete, or materially misleading documents or data.
- Misuse Member directories, confidential information, commercial opportunities, or Platform access.
- Circumvent security controls or gain unauthorized access to accounts, systems, or information.
- Misrepresent its relationship with Capital4Trade or authority to act for another participant.
- Use the Network in a manner reasonably likely to cause material harm to Capital4Trade, another Member, a third party, or the integrity of a program.
6.3 Regulatory Responsibility
Member remains independently responsible for all laws and regulations applicable to its activities, including sanctions, anti-money laundering, anti-corruption, customs, export controls, transportation, privacy, data protection, tax, licensing, and financial-services requirements. Membership does not satisfy or replace any regulatory obligation.
6.4 Material Changes
Member must promptly notify Capital4Trade of any material change reasonably relevant to eligibility or risk, including a change in ownership or control, loss of a required license, insolvency event, material regulatory action, sanctions designation, material fraud allegation, or material security incident affecting Network data.
8. Commercial Programs and Financial Products
8.1 Separate Eligibility and Agreements
Access to a commercial or financial program is voluntary and may require additional due diligence, underwriting, documentation, regulatory approval, funding availability, and separate Program Terms. Capital4Trade or the applicable provider may approve or decline participation in accordance with those terms.
8.2 Role of Capital4Trade
Capital4Trade may provide technology, administration, introductions, information exchange, documentation support, transaction monitoring, and other services described in the applicable Program Terms and transaction documents. The identity and legal role of each lender, purchaser, funder, insurer, broker, administrator, logistics provider, or other participant will be identified in the applicable Program Terms or transaction documents. Unless the applicable Program Terms or transaction documents expressly state otherwise, Capital4Trade does not act as the Member's lender, insurer, investment adviser, legal adviser, fiduciary, carrier, freight forwarder, customs broker, or guarantor.
8.3 Product Documents Control
Trade Finance, factoring, receivables purchases, payables finance, purchase order finance, insurance, payment protection, marketplace transactions, and other products are governed by their specific agreements. If a product agreement conflicts with this Agreement, the product agreement controls solely for that product or transaction.
8.4 No Securities Offer
Nothing in this Agreement is an offer to sell, or a solicitation of an offer to buy, any security, investment interest, loan, insurance product, or other regulated product. Any such offer may be made only through authorized documentation and by the entity legally permitted to make it.
9. Intellectual Property and Branding
9.1 Capital4Trade Property
Capital4Trade and its licensors retain all rights in the Capital4Trade names, trademarks, logos, Platform, software, databases, documentation, methodologies, content, designs, and other intellectual property. Except for the limited rights expressly granted under this Agreement, no rights are transferred to Member.
9.2 Membership Designation
While Members remain in Good Standing, Capital4Trade grants Member a limited, non-exclusive, non-transferable, revocable license to use approved Membership designations and brand assets solely to identify itself accurately as a Member. Use must comply with current Brand Guidelines.
9.3 Restrictions and Termination
Member must not modify Capital4Trade marks, register confusingly similar identifiers, imply agency or endorsement, sublicense brand assets, reverse engineer protected technology except where law prohibits restriction, or use Capital4Trade property unlawfully. Upon suspension or termination, Member must promptly stop using Membership designations and brand assets, except as required for historical or legal records.
9.4 Member Property
Member retains ownership of its pre-existing intellectual property and Member Data. Rights relating to jointly developed materials, submitted ideas, marketing content, or transaction materials will be governed by the applicable written agreement or Platform Terms.
10. Confidentiality and Data Protection
10.1 Confidentiality Obligations
A receiving Party will use the other Party's Confidential Information only to perform or exercise rights under the applicable Governing Documents. It will protect the information using at least reasonable care and disclose it only to personnel, professional advisers, service providers, and counterparties that need the information and are bound by appropriate confidentiality obligations.
10.2 Exclusions and Required Disclosure
Confidential Information does not include information that the receiving Party can demonstrate is lawfully public without breach, was already lawfully known without restriction, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the Confidential Information.
A receiving Party may disclose Confidential Information when legally required, provided it gives advance notice when legally permitted and reasonably cooperates with protective measures at the disclosing Party's expense.
10.3 Security
Each Party will maintain reasonable administrative, technical, and organizational safeguards appropriate to the sensitivity of information it controls. Member remains responsible for the security of its own systems, credentials, exports, downloads, and copies of Network information.
10.4 Privacy Policy and Data Processing
Capital4Trade's collection and use of personal information in its capacity as a business or controller is described in the Privacy Policy. Where Capital4Trade processes personal information solely on Member's behalf, the Parties may enter a separate Data Processing Addendum if required by applicable law.
Member represents that it has a lawful basis and all necessary notices, permissions, and rights to submit personal information and other Member Data to Capital4Trade for the intended services.
10.5 Survival
Confidentiality obligations survive for five years after disclosure, except that trade secrets and personal information remain protected for as long as required by applicable law or while they retain protected status.
11. Disclaimers and Independent Decisions
11.1 Independent Due Diligence
Member is solely responsible for evaluating counterparties, products, opportunities, documents, legal requirements, credit risk, logistics risk, and commercial terms. Capital4Trade's screening, verification, scoring, data, introductions, or administrative review does not replace Member's own professional judgment or due diligence.
11.2 Third-Party Information and Services
Information supplied by Members, data providers, Capital Providers, insurers, carriers, logistics providers, and other third parties may be incomplete, delayed, or inaccurate. Capital4Trade does not control and is not responsible for third-party products, systems, decisions, acts, or omissions, except to the extent expressly stated in a separate agreement.
11.3 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBERSHIP BENEFITS AND THE NETWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE." CAPITAL4TRADE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION, EXCEPT TO THE EXTENT AN EXPRESS WARRANTY IS STATED IN A SPECIFIC WRITTEN AGREEMENT.
12. Limitation of Liability and Indemnification
12.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap
Where liability cannot be excluded under applicable law, Capital4Trade's liability will be limited to the maximum extent permitted by applicable law and any applicable Program Terms or transaction documents.
12.3 Exceptions
Sections 12.1 and 12.2 do not limit liability to the extent a limitation is prohibited by law. The applicable Program Terms may establish different limitations for a specific product or transaction. Member's payment obligations and each Party's liability for fraud or willful misconduct are not limited by Section 12.2.
12.4 Member Indemnification
Member will defend, indemnify, and hold harmless Capital4Trade, Transport Networks LLC, and their affiliates, officers, managers, employees, and representatives from third-party claims, damages, penalties, costs, and reasonable attorneys' fees arising from Member's or its Authorized Users' breach of the Governing Documents, violation of law, fraud or willful misconduct, business activities, products or services, Member Data, or infringement of third-party rights.
12.5 Indemnification Procedure
Capital4Trade will give reasonably prompt notice of an indemnified claim, permit Member to control the defense and settlement with qualified counsel, and provide reasonable cooperation at Member's expense. Member may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release an indemnified party without that party's prior written consent, not to be unreasonably withheld.
13. Suspension and Termination
13.1 Suspension
Capital4Trade may suspend all or part of Member's access when reasonably necessary to address suspected fraud, sanctions or regulatory risk, nonpayment, security risk, material breach, misuse of the Network, risk to another participant, or legal requirements. When practicable, Capital4Trade will provide notice and an opportunity to cure or respond.
13.2 Termination for Cause
Either Party may terminate this Agreement for a material breach that remains uncured 15 days after written notice, unless the breach cannot reasonably be cured. Capital4Trade may terminate immediately for fraud, unlawful conduct, sanctions designation, serious security abuse, repeated material breach, insolvency presenting material risk, or conduct reasonably likely to cause substantial harm to the Network or its participants.
13.3 Termination Without Cause
Paid Membership will end upon expiration of the then-current Membership Term unless the Member affirmatively renews it in accordance with Section 4.2. The Member is not required to provide a cancellation or non-renewal notice.
Capital4Trade may decline to offer renewal by notifying the Member at least thirty (30) days before the expiration of the then-current Membership Term. Capital4Trade may terminate a free Membership without cause by providing the Member with at least thirty (30) days' prior notice. Capital4Trade may terminate a paid Membership without cause before the end of its current term by providing the Member with at least thirty (30) days' prior notice. In such case, Capital4Trade will refund the prorated portion of any prepaid Membership Fees corresponding to the unused remainder of the term.
No refund will be required when Membership is suspended or terminated for cause under Section 13.2.
13.4 Effect of Termination
Upon termination, Member's access to Membership Benefits and right to use Membership designations end. Member must pay accrued amounts and comply with outstanding obligations. Capital4Trade may retain records as required for legal, regulatory, fraud-prevention, audit, backup, and legitimate business purposes, subject to the Privacy Policy and applicable law.
13.5 Survival and Open Transactions
Sections concerning accrued fees, intellectual property, confidentiality, data protection, disclaimers, liability, indemnification, disputes, and general provisions survive termination. A product or transaction already accepted under separate terms continues according to those terms unless they provide otherwise.
14. Governing Law and Dispute Resolution
14.1 Governing Law
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.
14.2 Good-Faith Negotiation
Before commencing arbitration, a Party will give written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for at least 30 days after notice, unless urgent equitable relief is reasonably necessary.
14.3 Binding Arbitration
Any dispute arising out of or relating to this Agreement or Membership that is not resolved through negotiation will be finally resolved by binding arbitration in Miami-Dade County, Florida, before one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in English. Judgment on the award may be entered into in any court of competent jurisdiction.
14.4 Equitable Relief
Either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property, security, or prevent imminent irreparable harm without waiving arbitration of the underlying dispute.
15. Changes, Notices and Electronic Transactions
15.1 Changes to this Agreement
Capital4Trade may update this Agreement prospectively. It will provide reasonable advance notice of a material change by email, the Member Portal, or another reasonable method. A material change will take effect on the stated effective date and may require renewed acceptance. Non-material administrative, clarifying, or legally required changes may take effect upon posting with an updated version date.
Continued use alone will not replace renewed acceptance when Capital4Trade determines, or applicable law requires, that affirmative acceptance is appropriate. Archived versions will be retained for the applicable recordkeeping period.
15.2 Notices
Notices to Member may be sent to the primary account administrator, billing contact, or legal contact in the Member Portal. Notices to Capital4Trade must be sent to admin@capital4trade.com and, when expressly required, to 11410 NW 20 Street, Suite 224, Miami, Florida 33172, United States. Notices are effective according to the delivery method stated in the applicable communication.
15.3 Electronic Records and Signatures
The Parties consent to conduct transactions electronically. Electronic acceptance, signatures, records, and communications may be used to form and evidence this Agreement and related documents. Capital4Trade will make an executed or accepted version reasonably available for Member to download or retain.
15.4 Acceptance Records
Capital4Trade may retain records of acceptance, including the accepted document version, Member and user identifiers, representative name and title, date and time, user agent, language, authentication events, and an integrity hash or immutable copy, subject to the Privacy Policy and applicable law.
16. General Provisions
16.1 Order of Precedence
For Membership matters, the following order applies in the event of a conflict: (a) an Order Form expressly identifying the provision it overrides; (b) this Agreement; (c) the Code of Conduct; and (d) other Membership policies. For a specific product or transaction, the applicable product or transaction agreement controls solely with respect to that product or transaction. The Privacy Policy governs Capital4Trade's disclosures concerning its processing of personal information.
16.2 Assignment
Member may not assign this Agreement without Capital4Trade's prior written consent. Capital4Trade may assign this Agreement to an affiliate or successor in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or transfer of the Network business, provided the assignee assumes the applicable obligations.
16.3 Force Majeure
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failure, epidemic, pandemic, or widespread cyber incident, except that this Section does not excuse payment obligations already due.
16.4 Waiver and Severability
A waiver must be in writing and applies only to the specific matter waived. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.
16.5 No Third-Party Beneficiaries
Except for persons expressly entitled to indemnification under this Agreement, this Agreement does not create rights in any third party.
16.6 Entire Agreement
This Agreement, the applicable Order Form, and the Governing Documents expressly incorporated into them constitute the entire agreement concerning Membership and supersede prior proposals, communications, and understandings concerning that subject. Product and transaction agreements remain separate and are not superseded unless they expressly say so.
16.7 Headings and Interpretation
Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural as context requires. This Agreement will not be construed against either Party solely because that Party drafted it.