Terms

1. The two ways Azali works

Azali operates under two distinct models, and which one applies to you changes your legal position materially. Your order form and your account settings state which model governs your relationship with us.

Software Services. We license the Azali platform to importers, exporters, freight forwarders, and licensed customs brokers. The platform is used to classify goods under the Harmonized Tariff Schedule of the United States, screen parties against restricted-party and denied-party lists, assemble and validate entry data, monitor tariff and duty exposure, and identify potential duty recovery. Under this model Azali is a software provider and is not your customs broker. A licensed customs broker you engage separately, or your own licensed in-house broker, remains responsible for transacting customs business on your behalf.

Brokerage Services. Where you expressly engage us for brokerage and grant a valid customs Power of Attorney, Azali (acting through a licensed customs broker employed or supervised by us) transacts customs business on your behalf, including preparing and transmitting entries to U.S. Customs and Border Protection (“CBP”). Brokerage Services are regulated activity and are performed subject to 19 C.F.R. Part 111.

If we have not expressly agreed to provide Brokerage Services under a valid Power of Attorney, you are receiving Software Services only, and nothing in the platform, its output, or our communications should be read as us acting as your broker.

2. Accounts and eligibility

The Services are for business use by organizations and their personnel. You must be at least 18 years old and able to form a binding contract. You agree to provide accurate account and organization information and to keep it current.

You are responsible for all activity under your account, including activity by users you invite. Keep credentials confidential, use the access controls we provide, and tell us promptly at a@azali.ai if you believe an account has been compromised.

You may not access the Services if you are named on a U.S. government restricted-party or sanctions list, are owned or controlled by a party who is, or are located in a jurisdiction subject to comprehensive U.S. sanctions.

3. Power of attorney and the brokerage engagement

We cannot transact customs business for you without a valid, executed customs Power of Attorney. By granting one, you appoint Azali and its licensed brokers, officers, employees, and authorized agents as your agent and attorney-in-fact to make, endorse, sign, declare, and swear to entries, declarations, and other documents required by law or regulation in connection with the importation, transportation, or exportation of your merchandise.

You may revoke the Power of Attorney at any time on written notice; revocation ends the brokerage engagement prospectively and does not affect filings already made or amounts already owed. We may decline any engagement, decline to file any particular entry, or cease acting as your broker; that includes where information is incomplete or inconsistent, where we have reason to believe a filing would be inaccurate, or where continuing would expose us to regulatory risk.

Engaging Azali as your broker does not transfer your obligations as importer of record. You remain the importer of record and the party ultimately liable to CBP for the accuracy of your declarations.

4. Your responsibilities as importer or exporter

U.S. law places the duty of reasonable care on the importer of record. Under 19 U.S.C. § 1484 you are responsible for using reasonable care to enter, classify, and value your merchandise and to provide any other information necessary for CBP to assess duties, collect statistics, and determine admissibility. That duty stays with you whether the entry data was prepared by you, by us, or by the platform.

You agree to:

• Provide complete, truthful, and timely commercial invoices, packing lists, bills of lading, product descriptions, valuations, country-of-origin information, and any other data we reasonably request.
• Review classifications, valuations, and entry data before they are filed, except where you have knowingly enabled Autopilot for a given scope of work.
• Tell us immediately if you become aware of an error, discrepancy, omission, or incorrect statement in anything filed or about to be filed on your behalf.
• Obtain and maintain all licenses, permits, certificates, and Partner Government Agency authorizations your goods require.
• Maintain your own records as required by law, independently of anything we retain.

5. We rely on the information you give us

Azali relies on the correctness and completeness of the information you or your agents supply, including data pushed to us from your ERP, TMS, or other systems. We have no obligation to independently verify that information, and we are not liable for filings, duties, delays, seizures, or penalties resulting from information that was inaccurate, incomplete, out of date, or supplied late.

If an error is discovered after filing, we will work with you in good faith on the appropriate corrective action, such as a post summary correction, protest, or prior disclosure. Corrective work may be billable.

6. Automated and AI-generated output

Substantial parts of the platform (including tariff classification, valuation prompts, restricted-party matching, and document extraction) are produced by statistical and machine-learning systems, including large language models. This output is generated automatically and may be incomplete, out of date, or wrong, including in ways that are not obvious.

Every classification, screening result, duty calculation, and draft entry the platform produces is a recommendation for review by a qualified person, not a determination. Only CBP can issue a binding ruling on classification, valuation, or origin, through the process in 19 C.F.R. Part 177. Nothing the platform produces is a binding ruling, and reliance on platform output is not, by itself, the exercise of reasonable care.

Where the platform cites a tariff heading, a CROSS ruling, a regulation, or another source, you are responsible for confirming that the citation exists and supports the conclusion drawn from it before relying on it.

7. Supervised mode and Autopilot

The platform offers two autonomy modes, which you select per organization or per client account:

• Supervised. Every entry is queued for a licensed broker to review and approve before it is filed with CBP.
• Autopilot. High-confidence entries are filed automatically, and only exceptions are routed for human review.

Enabling Autopilot is your decision. By enabling it you accept that filings will be transmitted on your behalf without your case-by-case review, and you remain fully responsible for those filings, including their accuracy and any duties or penalties arising from them. Confidence thresholds are internal heuristics, not guarantees of correctness.

You may switch back to Supervised at any time; the change applies to filings not yet transmitted. We may disable Autopilot for your account, in whole or in part, where we consider automated filing inappropriate: for example, after a material error rate, a change in regulation, or a CBP inquiry.

8. No legal, tax, or trade advice

Azali is not a law firm, an accounting firm, or a licensed tax adviser. Nothing in the Services (including platform output, guidance in the interface, support responses, or communications from our staff) is legal, tax, accounting, or customs-law advice, and no attorney-client relationship is created by your use of the Services.

Customs business performed under a Power of Attorney is brokerage activity performed by a licensed customs broker; it is likewise not legal advice. For legal advice on your trade compliance position, consult qualified counsel.

9. Export control, sanctions, and restricted-party screening

The platform's export-control and restricted-party screening features are compliance aids. Government lists change frequently, screening depends on the quality of the names and addresses you supply, and no screening tool detects every match or every form of ownership or control.

You remain solely responsible for your compliance with the Export Administration Regulations, the International Traffic in Arms Regulations, sanctions programs administered by the U.S. Treasury's Office of Foreign Assets Control, and any equivalent laws that apply to you. You will not use the Services to plan, facilitate, or conceal a transaction prohibited by those laws.

10. Duties, taxes, fees, and penalties

As importer of record you are solely responsible for all duties, taxes, tariffs, antidumping and countervailing duties, merchandise processing and harbor maintenance fees, storage, demurrage, and other charges assessed on your merchandise. Azali is not liable for those amounts.

Where we advance funds on your behalf, you will reimburse us within the period stated on the relevant invoice, and we may require a deposit or continuous bond before doing so. You are responsible for penalties, liquidated damages, and claims arising from your importations, except to the extent they are caused by our gross negligence or willful misconduct.

11. Fees and payment

Fees, billing frequency, and any committed volumes are set out in your order form or in-product plan. Unless stated otherwise, fees are invoiced in advance, are non-refundable, and are exclusive of taxes, which you are responsible for other than taxes on our income.

Disbursements (duties, taxes, and third-party charges we pay on your behalf) are billed at cost and are payable on the terms of the relevant invoice. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Services for non-payment after notice. You may not withhold or offset amounts owed; raise any invoice dispute in writing within 30 days of the invoice date.

12. Your data

You retain all ownership of the data, documents, and content you or your users submit to the Services (“Customer Data”). You grant us a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services, and to comply with law.

We do not sell Customer Data. We do not permit the third-party AI providers we use to train their models on Customer Data. We may create and use de-identified, aggregated statistics derived from platform usage to operate and improve the Services, provided those statistics do not identify you, your counterparties, or your shipments.

Our handling of personal information is described in the Privacy Policy, which forms part of these Terms.

13. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers bound by comparable obligations. These duties do not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or is lawfully received from a third party.

Where we act as your customs broker, your records and information are additionally protected as client records under 19 C.F.R. § 111.24, and we will not disclose their contents to anyone other than you, your authorized agents, and government officials entitled to them by law.

Either party may disclose confidential information where compelled by law or regulation, giving the other party notice where legally permitted.

14. Recordkeeping

Customs records are subject to the recordkeeping regime in 19 C.F.R. Part 163, which generally requires records relating to an import transaction to be kept for five years from the date of entry. Where we act as your broker we keep the records the law requires us to keep, for as long as it requires.

We do not assume your recordkeeping obligations. As importer of record you must maintain your own records, and you should not treat the platform as your system of record for statutory purposes. The platform provides export functionality so you can take copies of your data at any time during the term.

15. Acceptable use

You will not:

• Submit or cause to be submitted any filing you know or suspect to be false, including misdescribed goods, understated values, or misrepresented country of origin.
• Use the Services to evade duties, tariffs, quotas, sanctions, or export controls.
• Reverse engineer, decompile, or attempt to derive the platform's models, prompts, classification logic, or source code.
• Use the Services, or their output, to build or train a competing product or model, or resell or sublicense the Services without our written consent.
• Scrape, crawl, or bulk-extract platform content other than your own Customer Data through the interfaces we provide.
• Probe, scan, or test the security of the Services without our prior written permission, or interfere with their integrity or performance.
• Upload malware, or data you have no right to share with us.

16. Intellectual property

Azali and its licensors own the Services and everything in them other than Customer Data, including the platform, its models, classification and screening logic, interfaces, documentation, and brand. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Services during the term, for your internal business purposes, in accordance with these Terms. No other rights are granted.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

17. Third-party services and data sources

The Services incorporate third-party and government data, including the Harmonized Tariff Schedule, CBP rulings, Federal Register notices, restricted-party and sanctions lists, carrier and forwarder data, and payment processors. That data is provided as we receive it. We do not warrant its accuracy, completeness, currency, or availability, and we are not responsible for third-party acts or omissions or for services you connect to the platform.

18. Availability, changes, and beta features

We aim for high availability but do not guarantee uninterrupted access unless a service level agreement is stated in your order form. We may perform maintenance, and may modify, add, or discontinue features; where a change materially reduces core functionality, we will give reasonable notice.

Features labeled beta, preview, or early access are provided as-is, may be changed or withdrawn without notice, and are excluded from any service level or warranty commitment.

19. Term, suspension, and termination

These Terms run for the term in your order form, or until terminated if you use the Services without one. Either party may terminate for convenience on 30 days' written notice, or immediately if the other materially breaches and fails to cure within 30 days of notice.

We may suspend or terminate access immediately where there is non-payment after notice, a security or legal risk, a suspected violation of section 15, or a regulatory requirement to do so. Where you have engaged us as your broker, terminating the Power of Attorney ends that engagement.

On termination your access ends and outstanding fees fall due. For 30 days afterwards we will make your Customer Data available for export on request. After that we delete or de-identify it, except for records we are required to retain by law (notably the customs records described in section 14) and routine backups, which expire on their normal cycle. Sections 5, 8, 10, 12, 13, 14, 16, and 20 to 24 survive termination.

20. Disclaimers

Except as expressly stated in these Terms, the Services are provided “as is” and “as available”, and we disclaim all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage.

We do not warrant that platform output will be accurate or complete, that classifications will be accepted by CBP, that entries will clear without inspection, hold, or examination, that screening will detect every restricted party, or that the Services will be error-free or uninterrupted.

21. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.

Our total aggregate liability arising out of or relating to the Services is limited to the fees you paid us in the 12 months before the event giving rise to the claim. For claims arising from Brokerage Services in respect of a particular entry, our liability is further limited, consistent with customs industry practice, to the greater of $50 or the brokerage fee paid for that entry.

These limits do not apply to your payment obligations, your indemnity obligations, either party's breach of confidentiality, or liability that cannot be limited by law, including our gross negligence or willful misconduct.

Any claim arising out of the Services must be brought within one year of the date the claim accrued, or it is permanently barred.

22. Indemnification

You will defend, indemnify, and hold harmless Azali and its officers, employees, and agents from claims, losses, duties, penalties, fines, and reasonable legal costs arising from: the information you supplied to us; your failure to comply with customs, export control, sanctions, or other applicable law; your use of the Services in breach of these Terms; and third-party claims relating to your merchandise or importations. This does not apply to the extent the loss was caused by our gross negligence or willful misconduct.

23. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and both parties consent to venue there and waive any right to trial by jury.

Nothing here limits either party's right to seek injunctive relief in any competent court to protect its confidential information or intellectual property.

24. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the platform before they take effect. Continuing to use the Services after the effective date means you accept the updated Terms; if you do not, stop using the Services and contact us to terminate.

25. General

These Terms, together with your order form and the Privacy Policy, are the entire agreement between us on this subject and replace any prior discussions. Where an order form conflicts with these Terms, the order form controls for that engagement.

You may not assign these Terms without our consent, except to a successor of your business; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the rest remain in force. A failure to enforce a provision is not a waiver of it. Neither party is liable for delay caused by events beyond its reasonable control, including government action, port closures, and carrier failures. Notices to you go to your account email; notices to us go to a@azali.ai. The parties are independent contractors.

26. Contact

Questions about these Terms can be sent to a@azali.ai, or to Azali, Inc., [mailing address].