Straightforward ITC Terms of Use

1.1“Authorized User” means an individual who uses the Services through their own account, including an employee, contractor, or adviser who uses them on Customer’s behalf. Each account belongs to one individual.

1.2“Customer Content” means the information, files, documents, data, answers, and other materials submitted to the Services by or for Customer or an Authorized User.

1.3“Output” means any report, analysis, score, recommendation, template, or other result generated through the Services.

1.4“Credit” means a prepaid unit used to access eligible report-generation functionality, as described in Section 13. A Credit is not currency, stored value, or property, cannot be sold or transferred to another account, and is not redeemable for cash except as required by law.

1.5“Plan” means the Credit Pack, pricing, or other package selected at checkout, displayed in the Services, or identified in an Order Form.

1.6“Order Form” means a written agreement accepted by both parties that sets specific Services, fees, usage limits, or other conditions.

1.7“Usage Data” means technical and operational information about use and performance of the Services, such as logs, device and browser information, and security events. Usage Data does not include Customer Content except in aggregated or de-identified form.

2.1You must be at least eighteen (18) years old and legally capable of entering into a binding agreement.

2.2You may use the Services only for lawful business, professional, educational, or internal compliance purposes, and not if you are prohibited from receiving them under applicable law, including sanctions or export-control restrictions.

2.3The Services are not intended for children, personal household use, or use as a substitute for advice from a qualified attorney, licensed customs broker, accountant, tax professional, or other licensed professional.

3.1Account Information. You must provide accurate, current information and keep it updated.

3.2Account Security. You are responsible for protecting your password, two-factor authentication methods, and other credentials. Each account is for one individual; you may not share your login.

3.3Responsibility for Users. Customer is responsible for all activity under its account and for its Authorized Users’ compliance with these Terms.

3.4Unauthorized Access. You must promptly notify us at contact@straightforward-itc.com if you suspect unauthorized access, credential compromise, or misuse.

3.5Suspension for Security. We may temporarily suspend access when reasonably necessary to protect the Services, Customer Content, or others from a security threat, unlawful activity, or material misuse. Where practicable, we will limit the suspension to the affected account or feature and give notice.

4.1Limited Right to Use. Subject to these Terms, payment of applicable fees, and any Plan or Order Form restrictions, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services for Customer’s legitimate business and trade-compliance activities while its account is active.

4.2Use of Output. Customer may download, reproduce, adapt, and use Output for its internal business purposes and share it with its employees, affiliates, clients, professional advisers, customs brokers, service providers, counterparties, or government authorities for legitimate trade, customs, legal, audit, or compliance purposes.

4.3Output Limitations. Customer may not:

• (a)sell, license, or distribute Output as a competing database, product, service, or data feed;
• (b)systematically extract Output to reconstruct the Services, our databases, scoring logic, prompts, or methods;
• (c)remove notices or source limitations included in Output; or
• (d)represent that Output was issued or endorsed by a government authority or licensed professional unless that is independently true.

4.4Usage Limits. Generating reports uses Credits as described in Section 13. The Services also apply protective limits, such as rate limits and limits on the number and size of uploaded files, which you may not circumvent.

4.5No Implied Rights. All rights not expressly granted are reserved by Straightforward ITC and its licensors.

5.1use the Services for unlawful, fraudulent, deceptive, or abusive activity, including to create or support false customs records, declarations, invoices, or origin claims, sanctions or duty evasion, smuggling, or other violations of law;

5.2upload Customer Content you do not have the right to provide, or infringe intellectual-property, privacy, confidentiality, or other rights;

5.3access another user’s account or data, share your credentials, or probe, test, or circumvent authentication, security, rate limits, or usage controls without our written authorization;

5.4scrape, crawl, or systematically extract the Services by automated means, or reverse engineer or attempt to discover source code, model weights, system prompts, algorithms, or security controls, except where that restriction is prohibited by law;

5.5introduce malware or place an unreasonable load on the Services;

5.6use the Services or Output to build, train, or benchmark a competing product, dataset, artificial-intelligence model, or service without our written permission;

5.7resell, sublicense, or otherwise make the Services available to third parties except as authorized in an Order Form; or

5.8misrepresent your identity, affiliation, or authority, or use the Services in a way that could expose Straightforward ITC, its providers, or other users to sanctions, export-control, or regulatory liability.

6.1Ownership. As between Customer and Straightforward ITC, Customer retains ownership of Customer Content.

6.2Limited License to Us. Customer grants us and our service providers a worldwide, non-exclusive, royalty-free license, for as long as reasonably necessary, to host, copy, transmit, process, analyze, and display Customer Content to provide, secure, support, and improve the Services; to generate the Output Customer requests; to prevent fraud and abuse; to comply with law and enforce these Terms; and as described in our Privacy Policy or an Order Form. This license does not transfer ownership to us.

6.3Customer Responsibility. Customer is responsible for the accuracy and legality of Customer Content; for obtaining the rights, consents, and lawful bases needed to submit it; for deciding whether it may be disclosed to us and our service providers; for its own recordkeeping, confidentiality, data-protection, export-control, and professional obligations; and for keeping its own copies of important Customer Content and Output.

6.4Restricted Information. Unless we agree otherwise in writing, you must not submit:

• (a)classified information, or technical data controlled under the International Traffic in Arms Regulations or similar special controls;
• (b)payment-card data other than through our payment provider;
• (c)government identification numbers, medical records, biometric identifiers, or similarly sensitive personal information not reasonably necessary to use the Services; or
• (d)information whose disclosure to our service providers would violate law, privilege, contract, or a protective order.

6.5Privileged or Confidential Materials. The Services are not a law firm and do not create an attorney-client relationship. Uploading material does not create or preserve attorney-client privilege, work-product protection, or any other evidentiary protection. Customer is responsible for deciding whether using the Services is consistent with its professional and confidentiality obligations.

6.6Generalized AI Training. Unless Customer agrees otherwise in writing, Straightforward ITC will not intentionally use identifiable Customer Content or Confidential Information to train a generalized artificial-intelligence model made available to other customers. This does not limit processing Customer Content to generate Customer’s Output, or using Usage Data, aggregated or de-identified information, feedback, or public, licensed, or independently developed information.

7.1Confidential Information. “Confidential Information” means nonpublic information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is Customer’s Confidential Information. Nonpublic aspects of the Services, including pricing, security, software, and models, are ours.

7.2Protection and Use. Each party will use the other’s Confidential Information only to perform or exercise rights under these Terms, protect it with at least reasonable care, and disclose it only to personnel, contractors, advisers, and service providers who need to know it and are bound by confidentiality obligations.

7.3Exclusions. Confidential Information does not include information that is or becomes public through no breach of these Terms, was lawfully known or received without confidentiality restrictions, or was independently developed.

7.4Required Disclosure. A party may disclose Confidential Information when required by law or legal process, and where legally permitted will give the other party reasonable notice so it can seek protection.

7.5Service Providers. We may disclose Customer Content to the hosting, database, file-storage, authentication, email, payment, and artificial-intelligence providers named in our Privacy Policy as reasonably necessary to operate the Services.

8.1Automated Features. The Services use artificial intelligence, rules engines, scoring, document parsing, and other automated methods.

8.2Inherent Limitations. Automated systems can produce incomplete, outdated, misleading, or incorrect results. Output may omit material facts, misunderstand Customer Content, cite an inapplicable source, apply the wrong legal framework, or state uncertain information with apparent confidence.

8.3Human Review Required. You must independently review and verify Output, including its facts, assumptions, calculations, citations, and legal authorities, before relying on it, advising anyone, or submitting information to a government agency, court, broker, or other third party.

8.4No Autonomous Decisions or Filings. Unless we state otherwise in writing, the Services do not act as your agent, file entries or claims, submit information to or communicate with government authorities for you, or make legally binding decisions. Searches of public government information, such as CBP’s public CROSS rulings database, are ordinary public searches, not submissions.

8.5Customer Instructions. Customer is responsible for the selections, assumptions, and instructions it provides and for deciding whether an automated feature suits its intended use.

9.1Third-Party Information. The Services rely on and summarize statutes, regulations, tariff schedules, rulings, agency publications, and other third-party materials, which may be delayed, incomplete, inaccurate, amended, or withdrawn. We do not control or endorse them.

9.2Official Sources Control. Where accuracy matters, verify information against current official sources. A link, excerpt, summary, or citation in the Services is not a substitute for the complete controlling source.

9.3Third-Party Services. Some functionality depends on third-party hosting, payment, authentication, artificial-intelligence, storage, or data services, which may have their own terms. We are not responsible for their changes or interruptions and may modify or discontinue affected functionality.

10.1Our Rights. Straightforward ITC and its licensors own the Services and their proprietary elements, including software, designs, databases, templates, scoring systems, methods, prompts, models, branding, and improvements.

10.2Customer Work Product. Subject to our rights in the Services and third-party materials, Customer may own its original work product created using Output. Ownership of our software, models, templates, or methods does not transfer because they are reflected in Output.

10.3Trademarks. You may not use our names, logos, or branding in a way likely to cause confusion or imply our endorsement without permission.

10.4Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation. Feedback does not include Customer Content or Confidential Information.

10.5Intellectual-Property Claims. If we reasonably believe the Services may infringe a third party’s rights, we may obtain rights for continued use, modify or replace the affected Services, or discontinue them. Unused Credits remain usable on the rest of the Services until they expire and are not refunded. This Section states our entire obligation for such claims unless an Order Form provides otherwise.

11.1Privacy Policy. Our Privacy Policy describes how we collect and use personal information and is incorporated into these Terms.

11.2Customer Compliance. Customer is responsible for any notices, consents, or other lawful bases required for personal information in Customer Content. To the extent we process that information solely on Customer’s behalf, Customer instructs us to process it as needed to provide, secure, support, and improve the Services.

11.3Data Processing Addendum. If applicable law requires one, the parties may sign a data processing addendum, which controls over these Terms for the processing it covers.

11.4De-identified and Aggregated Information. We may use aggregated or de-identified information that does not reasonably identify Customer, an individual, or Customer’s transactions for security, analytics, operations, and product improvement, and will not attempt to re-identify it except to test our de-identification or as required by law.

12.1Safeguards. We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. No system is completely secure, and we do not warrant that the Services will be free from all vulnerabilities, attacks, or loss.

12.2Customer Security. Customer is responsible for using a strong, unique password and, where appropriate, two-factor authentication; keeping credentials private; securing its devices and networks; and keeping its own copies of records it needs.

12.3Security Incidents. If we confirm unauthorized access to Customer Content for which notice is legally required, we will notify affected Customers without undue delay.

13.1Credit Pack Purchases. Customers may purchase prepaid credit packs (“Credit Packs”) at the prices and Credit amounts shown at checkout. Unless an Order Form says otherwise, each purchase is a one-time charge: there is no subscription, automatic renewal, or recurring charge.

13.2Payment Authorization. You authorize us and our payment processor to charge the payment method you provide for the Credit Pack price and applicable taxes at the time of purchase.

13.3Credit Use. Credits are used to generate eligible reports. The number of Credits a report requires is shown in the Services before you generate it. Reviewing or editing information before generating a report does not use a Credit, and if a report fails to generate, no Credit is used. If a report includes a review of uploaded supporting documents, the additional Credit for that review is used when at least one document is reviewed, and is not used only if none can be reviewed; documents that cannot be read, for example because they are illegible, corrupted, or password-protected, are the uploader’s responsibility. Product catalogs uploaded to an Opportunity Scanner are the material the scan reviews, not supporting documents, and do not use an additional Credit.

13.4Credit Expiration. Credits are valid for twelve (12) months from the date of purchase and then expire. We do not offer extensions or rollover of expired Credits.

13.5All Sales Final. All Credit Pack purchases are final and non-refundable, including for unused or expired Credits, except as required by law. Credits returned to your account under Section 13.3 are restored as Credits, not refunded as money.

13.6Taxes. Fees do not include taxes, duties, or similar assessments, which you are responsible for, other than taxes on our net income.

13.7Failed Payments. Credits are granted only after payment succeeds. If a payment due under an Order Form is overdue or rejected, we may suspend access until it is resolved, and Customer remains responsible for unpaid amounts and reasonable collection costs where permitted by law.

13.8Price Changes. We may change Credit Pack prices or Plan terms at any time. A change applies only to later purchases and does not affect Credits already purchased, unless an Order Form states otherwise.

13.9Promotions. We may offer promotional prices, bonus Credits, trials, or beta access and may change or withdraw them at any time. We will disclose any material conditions when an offer is made.

14.1Availability. We may maintain, update, or temporarily interrupt the Services and do not guarantee any specific uptime unless an Order Form provides one.

14.2Service Changes. We may add, change, or remove features, data sources, limits, or supported formats. We will use reasonable efforts to give advance notice if a change materially reduces core paid functionality while you hold unused Credits.

14.3Discontinued Functionality. If we permanently discontinue paid functionality, unused Credits remain usable on the rest of the Services until they expire and are not refunded, consistent with Section 13.5.

14.4Beta Features. Features marked beta, preview, experimental, or free may be incomplete, inaccurate, or discontinued at any time, come without service commitments, and should not be relied on for critical decisions.

15.1Technology Service Only. Straightforward ITC provides software and informational tools. Through the Services, it does not act as a law firm, attorney, licensed customs broker, accountant, tax adviser, freight forwarder, importer or exporter of record, surety, or agent.

15.2No Professional Relationship. Use of the Services does not create an attorney-client, broker-client, fiduciary, agency, or other professional relationship with Straightforward ITC or anyone associated with it.

15.3General Information. The Services and Output are for general informational and decision-support purposes. They are not a legal opinion, customs ruling, binding classification, origin, valuation, or admissibility determination, sanctions determination, tax advice, or guarantee of compliance.

15.4User Responsibility. Customer remains solely responsible for:

• (a)classification, origin, valuation, marking, admissibility, sanctions, export-control, forced-labor, recordkeeping, and other trade-compliance decisions;
• (b)filing, signing, certifying, or submitting entries, declarations, claims, protests, disclosures, or other documents;
• (c)selecting and supervising its attorneys, customs brokers, and other professionals;
• (d)meeting deadlines and preserving rights; and
• (e)deciding whether to act on Output.

15.5No Government Outcome. We do not guarantee acceptance, approval, duty savings, refunds, preferential treatment, penalty avoidance, ruling outcomes, or any other result from a government authority, court, broker, or other third party.

16.1Mutual Authority. Each party represents that it has legal authority to enter into these Terms.

16.4Customer Assumption of Risk. Customer assumes the risk of using Output without independent review and of failing to maintain independent records, backups, source materials, and deadline controls.

16.5Mandatory Rights. Some jurisdictions do not allow certain warranty disclaimers. In those jurisdictions, disclaimers apply only to the maximum extent permitted by law.

17.4Scope. These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and even if a remedy fails of its essential purpose.

17.5Non-Excludable Liability. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

18.1Customer Indemnity. Customer will defend, indemnify, and hold harmless Straightforward ITC and its affiliates, owners, officers, directors, employees, contractors, licensors, and service providers from third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

• (a)Customer Content;
• (b)Customer’s or an Authorized User’s violation of these Terms or applicable law;
• (c)Customer’s infringement or violation of third-party rights;
• (d)Customer’s unauthorized or unlawful use of the Services or Output;
• (e)a filing, submission, certification, representation, advice, or decision made by Customer or another person using Output; or
• (f)an act or omission of an Authorized User.

18.2Procedure. We will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may control the defense and settlement, but may not settle a claim in a manner that admits wrongdoing by, imposes liability on, or requires non-monetary action from Straightforward ITC without our prior written consent. We may participate with counsel of our choice at our own expense.

19.1Term. These Terms apply from when you first accept them or use the Services until your account is closed or access is terminated.

19.2Termination by Customer. Customer may close its account at any time through the account-deletion feature. Closing an account is irreversible, and unused Credits are forfeited and not refunded, except as required by law. An Order Form may set different termination rules.

19.3Termination or Suspension by Us. We may suspend or terminate access for a material breach of these Terms, nonpayment, a material security, legal, fraud, or operational risk, a legal requirement or sanctions restriction, Customer’s insolvency, discontinuation of the Services, or as stated in an Order Form.

Where reasonably practicable, we will give notice and a chance to cure a remediable breach first. We may suspend immediately where delay could cause harm, liability, unauthorized access, or legal noncompliance.

19.4Effect of Termination. On termination, Customer’s right to use the Services ends, unpaid fees become due, and each party must stop using the other’s Confidential Information except as surviving provisions or law permit.

19.5Data Export and Deletion. Download any Customer Content and Output you need before it expires or before you close your account. Uploaded documents and saved reports are kept only for the periods in our Privacy Policy, and closing an account deletes them immediately. We keep no separate backups from which deleted content can be restored.

19.6Survival. Provisions that by their nature should survive termination will survive, including those on ownership, confidentiality, payment, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

20.1Compliance. Each party will comply with applicable export-control, sanctions, anti-boycott, and anti-corruption laws in connection with the Services.

20.2Restricted Persons and Destinations. You represent that neither you nor, to your knowledge, your Authorized Users are prohibited from receiving the Services under sanctions or export-control laws, and you will not permit access from a prohibited destination or by a prohibited person.

20.3Controlled Data. Customer is responsible for determining whether Customer Content is export-controlled and for obtaining any required authorization before providing it to us or our service providers. We may screen accounts and transactions and suspend or refuse Services where needed to comply with law; a screening result is not a legal determination by Straightforward ITC.

21.1Changes to Terms. We may update these Terms. We will post the revised Terms and update the “Last Updated” date, and for material changes we will ask you to accept the revised Terms the next time you sign in or use the Services, and may notify you by email.

21.2Effective Date of Changes. Changes needed for law, security, or fraud and abuse prevention may take effect immediately. Other materially adverse changes take effect on their stated date, apply going forward, and do not change the terms of Credits already purchased.

21.3Acceptance of Changes. When we ask you to accept revised Terms, you must accept them to keep using the Services and buying Credits; until then you can still view these Terms and our Privacy Policy, contact us, and manage or delete your account. For changes we do not ask you to accept, continued use after they take effect constitutes acceptance. If you do not agree, stop using the Services; you may delete your account at any time.

21.4Prior Disputes. Changes to dispute-resolution provisions do not apply to disputes of which both parties had actual notice before the changes were posted.

22.1Governing Law. These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of Section 22.3 through Section 22.7.

22.2Informal Resolution. Before starting an arbitration or lawsuit, a party must send written notice describing the dispute and the relief requested — to us at the address in Section 23.3, and to you at the email address associated with your account. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days, unless immediate injunctive relief is reasonably necessary.

22.4Exceptions. Either party may instead (a) bring an individual claim in small-claims court if it qualifies and remains there, or (b) seek temporary, preliminary, or permanent injunctive relief in the courts described in Section 22.8 to protect intellectual property or Confidential Information, or to stop a security threat, unauthorized access, or misuse of the Services.

22.6Mass Arbitration. If twenty-five (25) or more substantially similar demands for arbitration are filed against us by or with the assistance of the same or coordinated counsel or organizations, the AAA’s Mass Arbitration Supplementary Rules will apply, and the parties agree the demands may be administered and decided in batches as those rules provide. The statute of limitations for each claim is tolled while it awaits administration under this Section.

22.7Right to Opt Out. You may opt out of arbitration within thirty (30) days after you first accept a version of these Terms that includes this Section 22, by emailing contact@straightforward-itc.com with the subject line “Arbitration Opt-Out” and stating your name, the email address of your account, and that you are opting out of arbitration. If you opt out, disputes will be resolved in court as described in Section 22.8, and the rest of these Terms continue to apply. Opting out does not affect any other agreement to arbitrate you may have with us.

22.8Courts. Any dispute that is not arbitrated under this Section — including small-claims matters, claims for injunctive relief under Section 22.4, claims that proceed in court under Section 22.5, and all disputes of anyone who opts out under Section 22.7 — must be brought exclusively in the state or federal courts located in Cook County, Illinois, and each party consents to personal jurisdiction and venue in those courts.

22.10Mandatory Law. Nothing in this Section prevents application of mandatory law that cannot be waived by contract.

23.1Electronic Communications. You agree to receive agreements, notices, and other communications electronically, by email, through the Services, or on our website.

23.2Notices to Customer. We may send notices to the email address on your account or the contact in an Order Form. Keep your contact information current.

23.3Notices to Us. Legal notices to Straightforward International Trade Compliance LLC (doing business as Straightforward ITC or SITC) must be sent to Attn: Legal, contact@straightforward-itc.com. We have not yet published a mailing address for legal notices; email is the fastest way to reach us.

A notice is effective when received, except that an email sent outside normal business hours may be treated as received on the next business day.

24.1Order of Precedence. An executed Order Form controls over these Terms for the subject matter it specifically addresses, and a data processing addendum controls for the processing it covers. The Privacy Policy controls regarding our handling of personal information as an independent business or controller.

24.2Entire Agreement. These Terms, the Privacy Policy, applicable Plan terms, and any Order Form are the entire agreement concerning the Services and supersede prior understandings on that subject.

24.3Assignment. Customer may not assign these Terms without our written consent, except in a merger, reorganization, or sale of substantially all assets to an assignee that is not our direct competitor and agrees in writing to be bound. We may assign these Terms to an affiliate or in a merger, financing, reorganization, or sale of all or substantially all relevant assets.

24.4Independent Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, fiduciary, agency, attorney-client, or broker-client relationship.

24.5No Third-Party Beneficiaries. These Terms create no rights for third parties, except indemnified parties identified in Section 18.

24.6Force Majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, such as natural disasters, war, epidemics, government action, internet or utility failures, cyberattacks, vendor outages, or changes in law or government data availability. This does not excuse payment for Services already provided.

24.7Severability and Waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains effective. A failure to enforce a provision is not a waiver; a waiver must be in writing.

24.8Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be interpreted against a party because it drafted them. The English version controls unless law requires otherwise.

24.9Contact. Questions about these Terms may be sent to contact@straightforward-itc.com.