QUICKCODE.AI, INC. TERMS OF SERVICE

Last Modified: June 1, 2023

GENERAL .

To use the tariff classification services of Quickcode.ai, Inc. that reference these terms (the “Services”) you must accept these Terms of Service (the “Terms”).  

These Terms establish what you can expect from us as you use the Services and what your obligations are when using the Services.

We also encourage you to read our Privacy Policy to better understand what information we collect and how you can update, manage and control information you provide to us. 

SERVICES

Subject to your compliance with these Terms, we will provide you with access to the Services for the time period for which you have obtained a subscription, subject to the usage limitations relating to your subscription.  If you upgrade your subscription, the usage limitations relating to such upgraded subscription will be effective immediately. 

Your subscription will be month-to-month unless otherwise provided in a separate agreement between us, and will be cancelable at any time without penalty by written notice to us. We will charge your selected payment method (e.g., credit card or debit card) for any fees on the applicable monthly renewal date, including any applicable taxes. If we cannot charge your selected payment method for any reason you will remain responsible for any uncollected amounts.  In such event, we may discontinue providing Services to you until you pay any amounts you owe us. 

By using the Services you are able to access our machine learning capabilities for aiding in the classification of products imported into the United States and its territories under the Harmonized Tariff Schedule of the United States International Trade Commission (the “HTS”). 

By using the Services you will be connecting to certain US government and international databases and accessing other licensed content, including the Harmonized Tariff System of the United States (HTSUS), the World Customs Organization Explanatory Notes  (the “WCO Notes” ), and the Customs and Border Protection (CBP) Customs Rulings Database (“CROSS Rulings” Database). Your use of those databases and licensed content will be subject to the restrictions set forth in the licenses for such databases, which can be found here and here.  In particular, you may not download any of the data provided as part of the WCO database and may only access it through use of the Services.

You may not use the Services to develop machine learning models or related technology.   You may not interfere with or disrupt the Services.

You may not use the Services to provide, or do research to develop or otherwise aid in the development of, a competitive product or to otherwise compete with any of our products or services, including the Services.  You may not access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas or rent, lease, or provide access to the Services on a time-share or service bureau basis.  

If you are using our Free Plan you may not run more than 10 classifications per month.   Additionally, your access to classification history will be limited to the prior 30 calendar days of history and you will not have access to explanatory notes of the World Customs Organization, as well as other features and data as identified on our website.

DISCLAIMER.

Classification results established through the Services and its related systems and technologies are indicative and should not be considered definitive. We make no guarantees as to the accuracy of the Services and recommend that all users verify the results of any classifications generated by the Services. You are solely responsible for results obtained from the use of the Services and for conclusions drawn from such use. We have no liability for any claims, losses, or damage caused by errors or omissions in any results produced by the Services. 

From time to time, we may change or discontinue any or all of the Services or change or remove any functionality of the Services and may change the pricing for the Services. For paid commercial subscriptions, we will provide at least thirty (30) days’ prior notice, on our web site, of any change to the pricing for the Services, and your continued use of the Services after such notice period will mean that you have agreed to such pricing change.

YOUR RESPONSIBILITIES. 

You agree to use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. 

You are responsible for your and your authorized users’ compliance with these Terms and for all other activity occurring under your account and for preventing unauthorized access to or use of the Services under your account.  You agree to notify us promptly after you become aware of any non-compliance with these Terms or any unauthorized use of your account. 

You agree to hold us and our employees, officer, directors and other related persons and entities harmless from and against any liabilities, losses damages, and expenses, including court costs and reasonable attorney’s fees, arising out of or in connection with any third party claim arising from your or your users’ use of the Services (except to the extent caused by our gross negligence or willful misconduct). We may participate in the defense or settlement of any indemnified claim at our own expense and with our  own choice of counsel.

DATA MAINTENANCE AND BACKUP PROCEDURES.

We do not monitor your communications or data (“Content”) used in or resulting from the Services. We shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of any Content.  If any Content is lost, destroyed, altered or corrupted we will attempt to restore it at your request.   OUR ATTEMPT TO RESTORE LOST OR CORRUPTED CONTENT PURSUANT TO THIS SECTION IS OUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CONTENT.

OWNERSHIP AND LIMITATION ON USE. 

We own all worldwide rights to the Services and the related software, including all intellectual property rights therein. You agree not to delete or  alter any copyright, trademark, or other proprietary rights notices appearing as part of the Services. 

LIMITED WARRANTY. 

Subject to the limitations set forth below and excluding Free or trial subscriptions, we warrant that the Services will operate substantially in accordance with their specifications. If we breach the foregoing warranty, we will use commercially reasonable efforts to modify the Services so they conform to the foregoing warranty or, at our election, refund any fees paid by you for any period where the Services were non-conforming.  That will be your sole and exclusive remedy for any such non-conformity.  

LIMITATION OF LIABILITY. 

Although we strive to provide useful, reliable services and we’re continuously improving our services to meet your needs, for legal purposes, we offer the Services without warranties except as explicitly provided above. The law requires that we explain this using specific legal language and that we use capital letters to help make sure you see it, as follows:

TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY SECTION ABOVE, WE PROVIDE OUR SERVICES “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT THE CONTENT OR FEATURES OF THE SERVICES, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

TERM AND TERMINATION.

These Terms shall become effective when you first use the Services and shall continue until you stop using the Services.  We each have the right to terminate your use of the Services if the other party materially breaches any of these Terms and fails to cure such breach within thirty (30) days after written notice thereof. In addition, we may suspend your access to the Services if we believe you may be breaching or about to breach these Terms. 

We may at any time limit or terminate any Free or trial Subscription. 

NOTICES. 

All notices, permissions and approvals will be in writing and will be deemed to have been given by sending confirmed email if sent during the recipient’s normal business hours (or, if not, then on the next business day). Notices will be sent to the email address specified by the recipient in writing when your account is created (or such other address as the recipient may thereafter specify by notice given in accordance with this Section).

ASSIGNMENT. 

You may not assign or transfer these Terms or your right to use the Services without our prior written consent. Any assignment or transfer without such consent shall be void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

GOVERNING LAW AND JURISDICTION. 

These Terms will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the Services or these Terms will be the state and federal courts located in the Eastern District of Virginia and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

PUBLICITY. 

Each party shall have the right to publicly announce the existence of the business relationship between the parties. We may use your name, trademarks, and logos on our website and marketing materials to identify you as our customer, subject to such reasonable restrictions on use of your trademarked materials as you may require.

U.S. GOVERNMENT END USERS. 

The Services are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms.

GENERAL. 

Each party shall comply with all applicable laws and regulations with respect to its activities. The parties are independent contractors. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining Terms will remain in effect. We will not be liable for any delay or failure to perform under these Terms to the extent such delay or failure results from circumstances or causes beyond our reasonable control. These Terms and the document(s) reference these Terms constitute the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. 

No modification, amendment, or waiver of any of these Terms will be effective as to us unless we agree in writing.  We may modify these Terms at any time by posting a new version with a new date on our website, and your use of the Services after such modification will constitute your agreement to such modified Terms.