CustomsGenius

Terms of Service

Effective Date: February 23, 2026  |  Last Updated: October 8, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and eCompliance, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your access to and use of the website located at customsgenius.com (the "Site"), our platform, APIs, integrations, and all related software, tools, and services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. Acceptance of Terms

By creating an account, accessing the Site, uploading data, using any feature of the Services, or clicking "I Agree" (or any similar affirmation), you accept and agree to be bound by these Terms, our Privacy Policy (available at customsgenius.com/privacy), and any additional terms, policies, or guidelines referenced herein or made available through the Services, all of which are incorporated by reference. If you are accepting these Terms on behalf of a company, partnership, firm, or other legal entity ("Customer"), you represent and warrant that you are authorized to bind that entity and its affiliates to these Terms, in which case "you" and "your" shall refer to such entity and its affiliates.

Your acceptance of these Terms by clicking "I Agree" (or any similar affirmation), by creating an account, by completing a checkout, or by using the Services constitutes a valid and binding electronic signature under the federal E-SIGN Act and the Uniform Electronic Transactions Act as adopted in Delaware. You consent to receive all notices, disclosures, and other communications from the Company in electronic form, at the email address on file for your account or within the Services.

2. Definitions

"Customer Data" means all data, files, documents, records, and information that you or your authorized users submit, upload, transmit, or otherwise make available to or through the Services, including but not limited to customs entry forms (CF-7501), commercial invoices, bills of lading, packing lists, HTS classification data, ACE data exports, duty payment records, broker system exports, CBP correspondence, Court of International Trade filings, protests, post-summary corrections, and any other trade compliance or customs documentation.

"Anonymous Derived Data" means any anonymized data, insights, models, model weights, algorithms, statistics, indices, benchmarks, training data, or other information created by or on behalf of the Company through the processing, analysis, aggregation, de-identification, anonymization, or transformation of Customer Data, Usage Data, or any other data collected through the Services.

"Output" means any reports, analyses, filing packets, refund calculations, claim assessments, documents, or other materials generated by the Services based on Customer Data.

"Usage Data" means information generated by the use of the Services, including log data, analytics, feature usage patterns, performance metrics, click-stream data, error reports, and interaction data.

"Authorized Users" means the individuals who are authorized by you to access and use the Services under your account, including your employees, contractors, agents, and representatives.

"Order Form" means any ordering document, statement of work, engagement letter, or similar document executed by the parties that references these Terms and specifies the scope of Services and other commercial terms.

"Pricing Page" means the pricing page published on the Site or within the Services, as updated from time to time, which states each Plan, its Pool, its fees, and the GeniusToken cost of each tool.

"Plan" means a self-serve subscription to the Services sold on the Pricing Page and purchased by payment card at checkout. A Plan is not an Order Form.

"GeniusTokens" (or "Tokens") means the units in which the Services meter the work a Plan covers. Each tool consumes the number of Tokens per request, lookup, line, or row published on the Pricing Page.

"Pool" means the number of Tokens a Plan grants for a calendar month.

"Billing Period" means one month or one year, beginning on the day a Plan is purchased or renewed, according to the interval you selected at checkout.

"Trial" means the no-charge access described in Section 4.12.

3. Access & Accounts

3.1 Account Registration

To access the Services, you must register for an account by providing accurate, current, and complete information. You agree to promptly update your account information to keep it accurate and complete. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account.

3.2 Authorized Users

You are responsible for ensuring that all Authorized Users comply with these Terms. Any act or omission of an Authorized User that would constitute a breach of these Terms if committed by you shall be deemed a breach by you. You are liable for all actions taken by your Authorized Users.

3.3 Account Security

We reserve the right to suspend or terminate any account at any time if we believe that the account has been compromised, is being used in violation of these Terms, poses a security risk to the Services or other users, or for any other reason at the sole discretion of the Company.

3.4 One Organization per Account

An account belongs to one Customer organization. Every Authorized User you add to your account shares the account's Plan and Pool. You are responsible for every action taken under your account and for the users you admit.

3.5 Business Contact Details

You must register with a business email address and a working telephone number and must keep both current. The Company may refuse or close an account registered with a personal, disposable, or shared mailbox.

3.6 Multi-Factor Authentication

Every Authorized User of an account on a paid Plan must enroll an authenticator application for multi-factor authentication and must use it at each sign-in. You are responsible for keeping your users' credentials and authenticator devices secure and for notifying the Company promptly of any unauthorized access.

4. Self-Serve Plans, Fees & Billing

This Section 4 applies if you purchase a Plan. It does not apply to Services provided under a signed Order Form, which governs its own commercial terms.

4.1 Plans and Pools

Each Plan grants the Pool stated for it on the Pricing Page for each calendar month. The Token cost of each tool, request, lookup, line, or row is the cost published on the Pricing Page at the time of the request. The Pricing Page as it stands at the time of each purchase, renewal, and request is incorporated into these Terms.

4.2 Token Metering

The Pool resets to the Plan's full amount on the first day of each calendar month, measured in Coordinated Universal Time (UTC). Tokens unused at the end of a calendar month expire; they do not carry over to the next month, are not refundable, and have no cash value. A request that would consume more Tokens than remain in the Pool is refused before any work is performed and consumes no Tokens; you may upgrade your Plan or wait for the next monthly reset to continue.

4.3 Tools Included

The tools a Plan includes are those stated for it on the Pricing Page. Tools not listed for a Plan, including any product the Pricing Page marks as sold separately or available only under an enterprise agreement, are not part of that Plan.

4.4 Changes to Plans

The Company may change a Plan's Pool, the Token cost of a tool, or the tools a Plan includes on at least thirty (30) days' notice by email to your account email. A change that reduces what your Plan grants takes effect at your next renewal after the notice period; you may cancel under Section 4.11 before that renewal.

4.5 Fees and Payment

Fees for each Plan are stated on the Pricing Page as a monthly rate for monthly billing and as a monthly-equivalent rate for annual billing. Fees are charged in advance for each Billing Period to the payment card you provide at checkout, through the Company's payment processor, Stripe. An annual Plan is charged in full at purchase and at each annual renewal.

4.6 Automatic Renewal

A Plan renews automatically at the end of each Billing Period, for a Billing Period of the same length, at the then-current fee, until you cancel under Section 4.11. You authorize the Company and Stripe to charge the payment card on file at each renewal.

4.7 Fee Changes

The Company may change the fee for a Plan on at least thirty (30) days' notice by email to your account email. A changed fee takes effect at your next renewal after the notice period.

4.8 Taxes

Fees are exclusive of all sales, use, value-added, and similar transactional taxes. You are responsible for all such taxes other than taxes on the Company's net income.

4.9 Failed Payments

If a renewal charge fails, Stripe retries the charge over its standard retry window and the Company notifies you by email. If the charge has not succeeded by the end of that window, the Company may suspend your access to the Plan's tools until payment succeeds and may terminate your account for non-payment under Section 18.3.

4.10 Upgrades and Downgrades

You may upgrade to a larger Plan at any time through the Services' billing controls. An upgrade takes effect at once: the difference in fees for the remainder of the current Billing Period is prorated and charged, and the Pool for the current calendar month becomes the larger Plan's Pool, less the Tokens already used in that month. You may downgrade to a smaller Plan at any time through the Services' billing controls. A downgrade takes effect at the end of the current Billing Period; until then the current Plan and its Pool continue.

4.11 Cancellation

You may cancel a Plan at any time through the Services' billing controls. Cancellation takes effect at the end of the current Billing Period; until then the Plan and its Pool continue. Fees already paid are not refunded for any partial Billing Period, except where applicable law requires a refund. When cancellation takes effect, your account returns to the Trial.

4.12 Free Trial

An account with no Plan may run up to five (5) Tariff Calculator lookups, or such other number as the Pricing Page states, at no charge and without a payment card. The Trial includes no other tool. The Trial is per Customer account; opening additional accounts to extend the Trial is a breach of these Terms. The Company may change, limit, or withdraw the Trial at any time, with or without notice, and may decline to offer it to any account.

5. License Grant to You

Subject to your compliance with these Terms and any applicable Order Form, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, within the Pool of any Plan you hold, solely for your internal business purposes during the term of your engagement. This license does not include the right to: (a) sublicense, resell, distribute, or make the Services available to any third party; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (c) access the Services for purposes of building a competitive product or service; (d) copy, frame, or mirror any part of the Services; or (e) access the Services in order to benchmark the Services against any third-party product or service.

6. License Grant to Us

By submitting, uploading, or transmitting Customer Data to the Services, you grant eCompliance, Inc. a worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable (except as set forth in Section 19), perpetual license to access, use, process, copy, store, transmit, display, and analyze the Customer Data solely for the following purposes: (a) providing, operating, maintaining, and improving the Services, including automated data processing such as optical character recognition and algorithmic classification used to generate Output (see Section 14); (b) generating Output; (c) creating Anonymous Derived Data as defined in Section 10; and (d) complying with applicable law.

The Company does not use Customer Data to train, fine-tune, or otherwise improve any machine learning model, and does not permit any sub-processor to do so, except (i) for a workspace that has affirmatively opted in by separate written agreement, with the applicable provider's data retention and training terms disclosed in advance, or (ii) as described in the Company's Data Usage Policy, as updated from time to time and incorporated by reference.

You represent and warrant that you have all rights, licenses, consents, and permissions necessary to grant the foregoing license and that the Customer Data does not infringe or violate any third-party rights.

7. AI Posture and Data Usage

7.1 No Training on Customer Data

The Company does not use Customer Data or Anonymous Derived Data to train, fine-tune, or otherwise improve any machine learning model or AI system, and does not permit any sub-processor to do so on the Company's behalf, except where a specific workspace has opted in by separate written agreement with the relevant provider's retention and training terms disclosed in advance. Absent such an opt-in, every workspace is AI-isolated by default.

7.2 Automated Processing Distinguished from Training

The Services use automated data processing, including optical character recognition (OCR) and algorithmic classification, to extract structured data from uploaded documents and generate Output. This processing applies pre-existing, previously-trained tools to your data on a per-request basis; it does not train any model on your data.

7.3 Security and Retention

Customer Data is encrypted in transit and at rest, stored in the United States, and access-restricted by database-enforced row-level security, as described in the Company's Security Architecture Overview and Data Usage Policy, published and updated from time to time and incorporated by reference.

7.4 Order of Precedence

If this Section 7 conflicts with the Data Usage Policy or the Security Architecture Overview, the version more protective of Customer's data rights controls, unless a signed Order Form or DPA expressly states otherwise.

8. Intellectual Property

8.1 Company IP

The Services, including all software, algorithms, models, model weights, interfaces, designs, documentation, APIs, processes, methodologies, trade secrets, know-how, and all improvements and derivative works thereof (collectively, "Company IP"), are and shall remain the sole and exclusive property of eCompliance, Inc. and its licensors. These Terms do not convey to you any ownership interest in or to the Services or Company IP. All rights not expressly granted herein are reserved by the Company.

8.2 Trademarks

The eCompliance name, CustomsGenius name, the slogan "Don't just be a customs nerd", logos, and all related names, logos, product and service names, designs, and slogans are trademarks of eCompliance, Inc. or its affiliates. You may not use such marks without our prior written consent. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

8.3 Feedback

If you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Services ("Feedback"), you hereby assign to eCompliance, Inc. all right, title, and interest in and to the Feedback. Feedback is not confidential information of the submitting party. The Company shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit any Feedback without restriction, attribution, or compensation to you.

9. Customer Data

9.1 Ownership

As between you and the Company, you retain all right, title, and interest in and to the Customer Data, subject to the licenses granted in Section 6 and the Company's rights in Anonymous Derived Data under Section 10.

9.2 Responsibility

You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Data. You are responsible for ensuring that your collection, use, and provision of Customer Data to us complies with all applicable laws, regulations, and third-party agreements. The Company does not assume any obligation to verify the accuracy or completeness of Customer Data and shall have no liability arising from errors, omissions, or inaccuracies in Customer Data.

9.3 Backup

The Company does not guarantee the preservation or retention of Customer Data and shall not be liable for any loss, corruption, or deletion of Customer Data. You are solely responsible for maintaining independent backups of all Customer Data.

10. Anonymous Derived & Aggregated Data

eCompliance, Inc. shall own all right, title, and interest in and to all Anonymous Derived Data. The Company retains the unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, modify, distribute, commercialize, license, sublicense, sell, and otherwise exploit Anonymous Derived Data for any purpose. "Anonymized" means the data is processed such that it cannot reasonably be used to identify a specific Customer. The Company does not use Anonymous Derived Data to train, fine-tune, or validate machine learning models or AI systems, except under the same opt-in terms described in Section 6.

Anonymous Derived Data is not Customer Data and is not subject to any further confidentiality obligations, deletion requests, data return obligations, or other restrictions applicable to Customer Data. The rights in this Section survive any termination or expiration of these Terms, your account, or any agreement between you and the Company.

11. Use Restrictions

You agree not to, and shall not permit any third party or Authorized User to:

The Company reserves the right to investigate and take action for any violation of this Section.

12. Confidentiality

12.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For clarity, the Services and Company IP constitute Confidential Information of the Company. Customer Data constitutes Confidential Information of the Customer, subject to the licenses and rights granted herein.

12.2 Obligations

The Recipient shall: (a) use Confidential Information only for the purposes contemplated by these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

12.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully in the Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that the Recipient gives the Discloser prompt notice (to the extent legally permitted) and reasonable assistance to contest or limit the disclosure.

12.4 Anonymous Derived Data Exclusion

For the avoidance of doubt, Anonymous Derived Data is not Confidential Information of any Customer and is not subject to the confidentiality obligations in this Section.

13. Your Representations & Warranties

You represent and warrant that: (a) you have the legal capacity and authority to enter into these Terms; (b) your use of the Services will comply with all applicable laws, regulations, and third-party agreements, including all applicable customs, trade, import/export, sanctions, and anti-corruption laws; (c) all Customer Data provided by you is accurate, lawful, and does not infringe any third-party rights; (d) you have obtained all necessary consents, licenses, and authorizations to provide Customer Data to the Company and to grant the rights described in these Terms; and (e) your use of any Output is your sole responsibility and is made at your own risk.

14. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY OUTPUT, INCLUDING REFUND CALCULATIONS, CLAIM ASSESSMENTS, HTS CLASSIFICATIONS, OR OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (C) ANY REFUND, RECOVERY, OR FAVORABLE OUTCOME WILL BE OBTAINED AS A RESULT OF USING THE SERVICES; (D) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (E) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

Tariff Calculator Output. Duty rates, program flags, and duty amounts produced by the tariff calculator, including any version embedded in a partner's site, reflect published tariff measures as the Company understands them on the date of calculation, including announced measures with future effective dates, and are provided to the best of the Company's knowledge. They are estimates for planning and review, not a classification ruling, an entry declaration, or a substitute for a licensed customs broker's determination, and you must verify every rate, flag, and amount before filing. The Company does not warrant that any rate, flag, or amount is current, complete, or correct for a particular entry.

YOU ACKNOWLEDGE THAT THE SERVICES INVOLVE COMPUTER PROCESSING WHICH MAY PRODUCE ERRORS. ALL OUTPUT SHOULD BE INDEPENDENTLY VERIFIED BY QUALIFIED PROFESSIONALS BEFORE BEING RELIED UPON OR SUBMITTED TO ANY GOVERNMENT AGENCY OR COURT.

THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE, TAX ADVICE, CUSTOMS BROKERAGE SERVICES, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. THE COMPANY IS NOT A LAW FIRM, LICENSED CUSTOMS BROKER, CERTIFIED PUBLIC ACCOUNTANT, OR LICENSED PROFESSIONAL OF ANY KIND. THE SERVICES ARE TECHNOLOGY TOOLS THAT PROCESS AND ANALYZE DATA TO ASSIST QUALIFIED PROFESSIONALS IN THEIR WORK. ANY DECISIONS REGARDING THE FILING OF PROTESTS, POST-SUMMARY CORRECTIONS, COURT ACTIONS, OR OTHER LEGAL OR REGULATORY PROCEEDINGS MUST BE MADE BY APPROPRIATELY LICENSED PROFESSIONALS. THE COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR DECISIONS MADE IN RELIANCE ON THE SERVICES OR ANY OUTPUT.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY OUTPUT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

(C) WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR: (I) ANY FAILURE TO OBTAIN A TARIFF REFUND, DUTY RECOVERY, OR FAVORABLE OUTCOME; (II) ANY ERRORS, OMISSIONS, OR INACCURACIES IN ANY OUTPUT; (III) ANY ACTION OR INACTION BY CBP, THE CIT, OR ANY OTHER GOVERNMENTAL AUTHORITY; (IV) ANY PENALTIES, INTEREST, OR ADDITIONAL DUTIES ASSESSED AGAINST YOU; OR (V) ANY LOSS OR CORRUPTION OF CUSTOMER DATA.

(D) BECAUSE ALL OUTPUT MUST BE INDEPENDENTLY VERIFIED BEFORE IT IS RELIED UPON OR SUBMITTED TO ANY GOVERNMENT AGENCY OR COURT (SECTION 14), ANY ERROR, OMISSION, OR DEFICIENCY IN OUTPUT THAT A REASONABLE REVIEW WOULD HAVE DETECTED OR CORRECTED IS ALLOCATED TO YOU, AND THE COMPANY HAS NO LIABILITY FOR IT.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

17. Indemnification

You agree to indemnify, defend, and hold harmless eCompliance, Inc. and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your use of the Services; (b) any Customer Data you provide; (c) your violation of these Terms or any applicable law or regulation; (d) your violation of any third-party rights, including intellectual property rights; (e) any filing, protest, claim, or proceeding initiated based on or using any Output; or (f) any acts or omissions of your Authorized Users. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

18. Term & Termination

18.1 Term

These Terms commence on the date you first access or use the Services and continue until terminated. If you have entered into an Order Form, the term is as specified therein and shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

18.2 Termination by You

You may terminate your account at any time by providing written notice to us. If you hold a Plan, you may also cancel it through the Services' billing controls under Section 4.11; cancellation of a Plan ends the Plan at the end of its Billing Period and returns the account to the Trial, and does not by itself close the account.

18.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to: (a) breach of these Terms; (b) if we reasonably believe your use of the Services poses a security risk or may cause harm to the Company, the Services, or other users; or (c) if required by law or governmental order.

19. Effects of Termination

Upon termination or expiration of these Terms: (a) all licenses granted to you hereunder shall immediately cease; (b) you shall immediately cease all use of the Services; and (c) the Company may, in its sole discretion, delete or retain Customer Data in accordance with its data retention policies and applicable law.

Upon written request made within thirty (30) days of termination, the Company will make Customer Data available for export in a commercially reasonable format. After such thirty (30) day period, the Company shall have no obligation to maintain or provide Customer Data and may delete it, subject to applicable legal retention requirements.

The following Sections shall survive any termination or expiration of these Terms: 6 (License Grant to Us), 8 (Intellectual Property), 10 (Anonymous Derived & Aggregated Data), 12 (Confidentiality), 14 (Disclaimer of Warranties), 15 (No Legal or Professional Advice), 16 (Limitation of Liability), 17 (Indemnification), 19 (Effects of Termination), 22 (Governing Law & Venue), 23 (Arbitration & Class Waiver), and any other provision that by its nature should survive.

20. Modifications to the Services

The Company reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. This includes the right to add, remove, or modify features, functionality, integrations, APIs, or supported data formats. The Company shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. If a modification materially and adversely affects the Services provided under an active Order Form, your sole remedy is to terminate the affected Order Form upon written notice within thirty (30) days of such modification.

21. Changes to These Terms

We reserve the right to modify these Terms at any time in our sole discretion. We will post the updated Terms on the Site and update the "Last Updated" date. We may, but are not required to, provide additional notice of material changes via email or in-product notification. Your continued use of the Services following any changes constitutes your acceptance of the revised Terms. If you do not agree with any modifications, you must immediately discontinue use of the Services. It is your responsibility to review these Terms periodically. If you hold a Plan, a material change to these Terms that adversely affects the Plan takes effect for you at your next renewal after at least thirty (30) days' notice by email to your account email, and you may cancel under Section 4.11 before that renewal.

22. Governing Law & Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Subject to Section 23, any dispute arising out of or related to these Terms or the Services that is not subject to arbitration shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.

23. Binding Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

23.1 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and the Company (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring individual claims in small claims court if such claims qualify. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Section.

23.2 Arbitration Procedures

Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, for claims under $250,000, its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator with expertise in technology or commercial law. The arbitration shall take place in Houston, Texas, unless the parties mutually agree otherwise or the arbitrator determines that such a location would be unreasonably burdensome. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class Action Waiver

YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. If a court of competent jurisdiction finds this class action waiver to be unenforceable, the entirety of this arbitration provision shall be null and void (but the remainder of these Terms shall remain in effect).

23.4 Opt-Out

You may opt out of this arbitration provision by sending written notice to privacy@customsgenius.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor the Company will be bound by this Section, but all other provisions of these Terms will remain in effect.

23.5 Statute of Limitations

To the fullest extent permitted by applicable law, any Dispute must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

24. Force Majeure

The Company shall not be liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of governmental authorities (including changes in law, regulations, tariff schedules, or CBP policies), fire, flood, power outages, Internet or telecommunications failures, cyberattacks, strikes, or shortages of materials, labor, or transportation. During any such event, the Company's obligations under these Terms shall be suspended to the extent and for the duration necessitated by the force majeure event.

25. Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment without consent shall be null and void. The Company may freely assign or transfer these Terms, in whole or in part, without restriction and without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

26. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

27. Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the Company. A waiver of any right or provision on one occasion shall not be deemed a waiver of such right or provision on any subsequent occasion.

28. Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous agreements, proposals, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof. In the event of a conflict between these Terms and an Order Form, the Order Form shall control with respect to the subject matter of the Order Form. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall control. The Pricing Page is incorporated into these Terms as provided in Section 4.1; a Plan is not an Order Form, and no purchase order, click-through, or similar terms issued by you modify these Terms.

29. Contact

If you have questions about these Terms, please contact us at:

eCompliance, Inc.
Attn: Legal
518 Hawthorne Street
Houston, TX 77006
Email: team@customsgenius.com

Notices from the Company to you may be sent to the email address on file for your account or posted within the Services.

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