Comprehensive Terms & Conditions
of Service.

1 · Definitions

"Services" means the international logistics management, export-documentation support, EEI/AES filing coordination, and consulting services CloudPorts™ agrees in writing to provide. "Affiliates" means entities controlling, controlled by, or under common control with a party. "Third-Party Providers" means licensed freight forwarders, customs brokers, carriers, indirect carriers, NVOCCs, OTIs, IATA-accredited agents, Indirect Air Carriers, property brokers, warehouses, insurers, banks, filing service providers, and other independent providers. "Applicable Law" includes the Export Administration Regulations (EAR, 15 CFR §§ 730–774), Foreign Trade Regulations (15 CFR Part 30), International Traffic in Arms Regulations (ITAR, 22 CFR §§ 120–130), OFAC regulations (31 CFR Ch. V), Anti-Boycott provisions (15 CFR § 760; 26 USC § 999), Customs laws (19 CFR Part 111, 19 USC §§ 1508–1509, 19 CFR Part 163), ECOA (15 USC §§ 1691–1691f), FCPA (15 USC §§ 78dd-1 et seq.), the E-SIGN Act, and UETA.

2 · Scope of Services

CloudPorts™ provides international logistics management and consulting Services as described in the applicable written engagement or quote. Services may include shipment coordination, export-documentation support, EEI/AES filing coordination, vendor selection support, and program management. Each Service is performed only within the limited scope expressly accepted by CloudPorts™ in writing.

3 · Service Boundary; Roles

CloudPorts™ is an international logistics management and consulting provider. CloudPorts™ does not act as exporter of record, carrier, indirect carrier, freight forwarder, OTI, NVOCC, IATA-accredited agent, Indirect Air Carrier, property broker, customs broker, insurer, owner of the goods, party taking physical possession of cargo, or agent for service of legal process unless and only to the extent expressly stated in a separate written agreement that has been duly executed by CloudPorts™. Regulated transportation, forwarding, customs brokerage, warehousing, and insurance services are performed by properly licensed Third-Party Providers retained by Customer or coordinated with Customer authorization.

4 · Customer Responsibilities

Customer is responsible for: (a) providing true, complete, and accurate transaction information; (b) determining export classification (ECCN, Schedule B / HS), licensing requirements or exceptions, end-use and end-user review, denied-party and sanctions screening, and recordkeeping unless a separate written engagement states otherwise; (c) selecting and instructing Third-Party Providers; (d) reviewing and approving documents prepared by CloudPorts™ before submission; (e) timely payment of CloudPorts™ fees and disbursements; and (f) compliance with Applicable Law.

5 · Export Compliance

Customer is the principal party in interest for export-compliance purposes. Customer determines licensing requirements under the EAR, ITAR (where applicable), and other export-control regimes. Customer represents that exports it instructs CloudPorts™ to support are authorized under applicable licenses, license exceptions, NLR determinations, or other lawful basis, and that the end-use, end-user, destination, and parties to the transaction are not prohibited under Applicable Law.

6 · Sanctions; Restricted Parties

Customer represents and warrants that neither Customer nor any beneficial owner, officer, director, authorized signer, consignee, intermediate consignee, end-user, carrier, broker, freight forwarder, bank, vessel, aircraft, or other transaction party is listed on, owned or controlled by, or acting for a party listed on the OFAC SDN List, BIS Entity List, BIS Denied Persons List, BIS Unverified List, sectoral sanctions lists, or other applicable restricted-party or sanctions list, unless fully disclosed to CloudPorts™ in writing before service begins and accepted by CloudPorts™ in writing. CloudPorts™ may decline, suspend, correct, or delay any Service where sanctions, restricted-party, end-use, or licensing concerns remain open.

7 · Anti-Boycott

Customer will not request CloudPorts™ to take any action that would cause CloudPorts™ to violate U.S. anti-boycott provisions under 15 CFR § 760 (EAR Part 760) or 26 USC § 999. Customer will promptly disclose to CloudPorts™ any boycott-related request, condition, or information received in connection with any transaction supported by CloudPorts™.

8 · ITAR

CloudPorts™ does not handle, broker, transport, or provide regulated services for ITAR-controlled defense articles, technical data, or defense services (22 CFR §§ 120–130) unless expressly accepted in a separate written agreement that has been duly executed by CloudPorts™ and supported by all required DDTC registrations, authorizations, and licenses. Customer will not present ITAR-controlled items, data, or services to CloudPorts™ outside that limited written scope.

9 · Customs / Brokerage Disclaimer

CloudPorts™ does not engage in customs business as defined under 19 CFR Part 111. Customer will retain a properly licensed customs broker for any customs-business activity, including the entry, classification, valuation, or release of merchandise; payment of duties, taxes, or fees; or representation in customs proceedings. CloudPorts™ may coordinate with Customer's broker but does not act as customs broker, importer of record, or party with customs authority.

10 · EEI / AES Filing

Where Customer authorizes CloudPorts™ in writing as authorized agent under 15 CFR Part 30, CloudPorts™ may prepare, correct, and transmit EEI through AES/ACE directly or through an authorized filing service provider or duly licensed third party engaged by CloudPorts™ to transmit EEI. Any such provider acts only within the scope and limitations of the applicable Power of Attorney and any accepted SLI or written filing authorization. CloudPorts™ may decline, suspend, correct, or delay any filing where authorization is incomplete, data is missing or inconsistent, transaction status is unresolved, or export-control, sanctions, licensing, or restricted-party concerns remain open.

11 · Routed Export Transactions

For routed export transactions, USPPI, FPPI, and their respective authorized agents have distinct responsibilities under 15 CFR Part 30, including the USPPI data-release obligation under 15 CFR § 30.3(e)(2). CloudPorts™ will not act as authorized filing agent for routed transactions unless the required authorizations and data have been provided and accepted, including, where applicable, the Routed Export Authorization (Form CP-POA-RTE).

12 · Recordkeeping

FTR 15 CFR § 30.10 requires parties to the export transaction, including USPPIs, FPPIs, authorized agents, and owners or operators of export carriers, to retain export-shipment documents for five years from the date of export and to produce required records upon lawful request. Customs records are also subject to retention under 19 USC §§ 1508–1509 and 19 CFR Part 163. Customer remains responsible for retaining its own required records and promptly providing documents reasonably requested to support export compliance or correct an EEI/AES filing.

13 · Quotes & Engagements

Quotes are valid for the period stated on the face of the quote or, if not stated, fourteen (14) days. Quotes are based on the information provided by Customer and on then-prevailing rates, surcharges, tariffs, and conditions of Third-Party Providers; CloudPorts™ may revise quotes if information changes, if Third-Party Provider rates change, or to reflect any government action, surcharge, or fee.

14 · Pricing; Fees; Disbursements

Customer is responsible for all CloudPorts™ fees, Third-Party Provider charges, duties, taxes, fuel surcharges, security surcharges, accessorial charges, demurrage, detention, storage, exam fees, government fees, currency-conversion fees, and other disbursements incurred in connection with Services. Disbursements paid by CloudPorts™ on Customer's behalf are reimbursable by Customer and may include a reasonable administrative fee.

15 · Invoicing & Payment

Invoices are payable in U.S. dollars in immediately available funds, without setoff or deduction, by the due date stated on the invoice. Amounts not paid by the due date accrue a late charge equal to 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the past-due balance. Customer is responsible for all reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

16 · Credit Terms

Any credit terms must be approved by CloudPorts™ in writing and are subject to the Client Credit Packet and these Terms. CloudPorts™ may modify, suspend, or revoke credit terms at any time based on payment performance, financial condition, credit information, or risk assessment. CloudPorts™ may require payment in advance, COD, deposits, security, or guarantees as a condition of continued Service. ECOA-required notices, where applicable, will be provided.

17 · Third-Party Providers

Third-Party Providers perform regulated services under their own licenses, tariffs, bills of lading, air waybills, contracts, and terms. Customer's relationships with Third-Party Providers are direct, and CloudPorts™ is not responsible for acts, omissions, delays, loss, damage, or non-performance by any Third-Party Provider. Customer authorizes CloudPorts™ to share necessary shipment information with selected Third-Party Providers to coordinate Services.

18 · Cargo Insurance

CloudPorts™ is not an insurer and does not procure cargo insurance unless expressly engaged to coordinate placement of insurance through a duly licensed insurance broker or carrier acting under its own authority. Customer is responsible for determining adequate insurance coverage and for procuring cargo insurance from a licensed insurer. Carrier liability limits are generally low and may not cover the full value of cargo.

19 · Liens & Setoff

To the fullest extent permitted by law, CloudPorts™ retains a general and continuing lien on Customer property and documents in CloudPorts™ possession, custody, or control for amounts due to CloudPorts™. CloudPorts™ may set off amounts due against amounts owed to Customer.

20 · Confidentiality

Each party will protect the other party's non-public information disclosed in connection with the Services using reasonable measures, and will use such information only for purposes of performing or receiving the Services. Confidentiality obligations do not apply to information that is publicly available, lawfully received from a third party without confidentiality obligations, independently developed, or required to be disclosed by law or legal process (with reasonable notice where lawful).

21 · Data Privacy

CloudPorts™ processes personal information in accordance with the CloudPorts™ Privacy Policy and Applicable Law (including, where applicable, the Texas Data Privacy and Security Act, the California Consumer Privacy Act / California Privacy Rights Act, and the EU General Data Protection Regulation). Customer is responsible for ensuring it has the right to provide any personal information to CloudPorts™ and for providing required notices to data subjects.

22 · Intellectual Property

The CloudPorts™ name and mark, the CloudPorts™ wordmark, the “Logistics by Design” tagline, the [ // ] mark, document templates, forms, and content of the Services are the intellectual property of CloudPorts, LLC and are not transferred to Customer by these Terms. Customer receives a limited, non-exclusive, non-transferable license to use deliverables solely for its internal business purposes related to the Services.

23 · Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, labor disputes, embargoes, government action, sanctions, customs holds, port closures, pandemics, epidemics, fire, flood, severe weather, cyber incidents, infrastructure failures, or carrier disruptions.

24 · Limitation of Liability

To the fullest extent permitted by law, CloudPorts™ total cumulative liability arising out of or related to the Services or these Terms will not exceed the fees actually paid by Customer to CloudPorts™ for the specific Service giving rise to the claim during the three (3) months preceding the event giving rise to the claim, and in no event will CloudPorts™ aggregate liability exceed US$2,500. CloudPorts™ will not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits, lost revenue, lost goodwill, lost data, lost cargo value, or business interruption, even if advised of the possibility of such damages. Any claim must be asserted in writing within ninety (90) days after the event giving rise to the claim, or it is waived. The foregoing limitations do not apply to fraud, willful misconduct, or gross negligence as finally determined by a non-appealable decision.

25 · Indemnity

To the fullest extent permitted by law, Customer will indemnify, defend, and hold harmless CloudPorts™ and its officers, members, employees, contractors, and agents from claims, penalties, fines, losses, costs, and expenses (including reasonable attorneys' fees) arising from inaccurate, incomplete, omitted, or untimely information provided by Customer; Customer's failure to comply with Applicable Law; Customer's instructions, documents, or approvals; or Customer's selection of or relationship with any Third-Party Provider. This indemnity does not apply to the extent a final, non-appealable decision determines that the loss was caused by CloudPorts™ fraud, willful misconduct, or gross negligence.

26 · Insurance (CloudPorts)

CloudPorts™ maintains commercially reasonable liability insurance appropriate to a logistics-management and consulting business. CloudPorts™ insurance does not insure cargo or replace Customer-procured cargo insurance.

27 · Anti-Corruption

Each party will comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (15 USC §§ 78dd-1 et seq.) and other applicable anti-bribery laws. Neither party will offer, promise, give, or authorize any improper payment or benefit to any government official or other person to obtain or retain business or any improper advantage in connection with the Services.

28 · Term & Termination

These Terms govern the parties' relationship while CloudPorts™ provides Services and survive completion or termination of any specific engagement as to provisions that by their nature should survive (including limitation of liability, indemnity, confidentiality, IP, recordkeeping, payment, dispute resolution, and governing law). Either party may terminate a specific engagement for convenience on written notice if no governing engagement provides otherwise; CloudPorts™ may suspend or terminate Services immediately for non-payment, restricted-party concerns, sanctions concerns, force majeure, or material breach by Customer.

29 · Notices

Notices to CloudPorts™ must be in writing and sent to [email protected] or to the CloudPorts™ address on file. Notices to Customer may be sent to the email or address on file with CloudPorts™. Notices are effective on confirmed receipt.

30 · Dispute Resolution; Governing Law; Arbitration

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute arising out of or related to the Services or these Terms will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in Collin County, Texas. Each party waives any right to participate in a class, collective, or representative action. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Collin County, Texas to protect intellectual property, confidential information, or to prevent irreparable harm; the parties consent to personal jurisdiction in that venue for those limited purposes.

31 · Miscellaneous

These Terms, together with any duly executed engagement, quote, order, statement of work, credit application, or power of attorney expressly referencing these Terms, constitute the entire agreement of the parties on the subject matter and supersede prior or contemporaneous communications. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be reformed to the minimum extent necessary. No waiver is effective unless in writing. Neither party may assign these Terms without the other party's written consent, except CloudPorts™ may assign to an Affiliate or to a successor in connection with a merger, reorganization, or sale of substantially all assets. The parties consent to use of electronic signatures and electronic records under the E-SIGN Act and UETA. Capitalized headings are for convenience only.

Questions: [email protected] · +1 (669) 228-5950 · cloudports.io