Terms of Service

Effective Date: February 23, 2026  |  Last Updated: February 23, 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.

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 summaries (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 (CF-19), post-summary corrections, and any other trade compliance or customs documentation.

"Derived Data" means any 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.

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 reasonably believe that the account has been compromised, is being used in violation of these Terms, or poses a security risk to the Services or other users.

4. 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 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.

5. 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 17), 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; (b) generating Output; (c) creating Derived Data as described in Section 8; (d) developing, training, testing, and improving the Company's machine learning models, algorithms, OCR systems, classification engines, and other AI or automated systems; (e) complying with applicable law; and (f) any other purpose described in our Privacy Policy.

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.

6. Intellectual Property

6.1 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.

6.2 Trademarks

The eCompliance name, Customs Genius name, 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.

6.3 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.

7. Customer Data

7.1 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 5 and the Company's rights in Derived Data under Section 8.

7.2 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.

7.3 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.

8. Derived & Aggregated Data

eCompliance, Inc. shall own all right, title, and interest in and to all Derived Data. The Company retains the unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, modify, distribute, commercialize, license, sublicense, sell, and otherwise exploit Derived Data for any purpose, including but not limited to:

Derived Data is not Customer Data and is not subject to any confidentiality obligations, deletion requests, data return obligations, or other restrictions applicable to Customer Data, provided that the Company shall use commercially reasonable efforts to ensure that Derived Data, as disclosed externally, does not identify any individual Customer or its specific entries without such Customer's prior consent. The rights in this Section survive any termination or expiration of these Terms, your account, or any agreement between you and the Company.

9. 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 appropriate action, including suspension or termination of access, for any violation of this Section.

10. Confidentiality

10.1 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.

10.2 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.

10.3 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.

10.4 Derived Data Exclusion

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

11. 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, including in connection with filing protests, post-summary corrections, CIT actions, or other claims, is your sole responsibility and is made at your own risk.

12. 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 FILING PACKETS, 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.

YOU ACKNOWLEDGE THAT THE SERVICES INVOLVE AUTOMATED PROCESSING, INCLUDING OCR, MACHINE LEARNING, AND ALGORITHMIC CLASSIFICATION, 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.

14. 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.

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.

15. 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.

16. Term & Termination

16.1 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.

16.2 Termination by You

You may terminate your account at any time by providing written notice to us.

16.3 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; (c) if required by law or governmental order; or (d) for convenience upon thirty (30) days' written notice.

17. 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: 5 (License Grant to Us), 6 (Intellectual Property), 8 (Derived & Aggregated Data), 10 (Confidentiality), 12 (Disclaimer of Warranties), 13 (No Legal or Professional Advice), 14 (Limitation of Liability), 15 (Indemnification), 17 (Effects of Termination), 20 (Governing Law & Venue), 21 (Arbitration & Class Waiver), and any other provision that by its nature should survive.

18. 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.

19. 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.

20. 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 21, 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.

21. 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.

21.1 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.

21.2 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.

21.3 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).

21.4 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.

21.5 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. Contact

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

eCompliance, Inc.
Attn: Legal
5913 Annapolis St.
Houston, TX 77005
Email: privacy@customsgenius.com

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