Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the Autolade platform and website (the “Service”) provided by Autolade LLC (“Autolade”, “we”, “us”). By accessing or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization.

1. Definitions

• Customer — the organization that subscribes to the Service. Authorized Users — individuals the Customer permits to use the Service.
• Customer Data — data submitted to the Service by the Customer or its Authorized Users.
• Order Form — an ordering document or online sign-up referencing these Terms.

2. The Service

Autolade provides software that helps freight forwarders automate ocean export operations, including carrier bookings, export filings, and shipping instructions. The Service acts on your instructions to transmit data to third-party carrier and government systems; those third-party systems are outside our control (see Section 8).

3. Accounts and Credentials

Access requires authentication through Google sign-in. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Credentials are individual and must not be shared. Notify us promptly of any unauthorized use.

4. Acceptable Use

You agree not to:

• copy, modify, reverse engineer, decompile, or create derivative works of the Service, except as permitted by law;
• resell, sublicense, or provide the Service to third parties;
• access the Service to build a competing product, or scrape or extract data other than your own Customer Data;
• use the Service unlawfully, to infringe others’ rights, or to transmit malware; or
• interfere with or disrupt the integrity or performance of the Service.

5. Customer Data and Ownership

As between the parties, the Customer owns all Customer Data. The Customer grants Autolade a non-exclusive license to host, process, and transmit Customer Data as necessary to provide the Service. Autolade owns the Service, including all software, and all related intellectual property. We may use aggregated or de-identified data, which does not identify the Customer or any individual, to operate and improve the Service.

6. Customer Responsibilities

You are responsible for the accuracy and legality of Customer Data and for your use of the outputs of the Service, including any bookings, filings, or documents you submit to carriers or government agencies. You are responsible for compliance with applicable export, customs, and trade laws.

6A. Export Filing and Authorization

Where you instruct the Service to file Electronic Export Information (“EEI”) with U.S. Customs and Border Protection, Autolade transmits that EEI under its own filer identification number, as the sub-agent you designate for that purpose. You remain the authorized agent appointed by the principal party in interest.

You are responsible for obtaining and maintaining, from each principal party in interest, a valid power of attorney or written authorization that permits both you and Autolade to prepare and transmit EEI on that party’s behalf, and for providing a copy to Autolade on request. You will not instruct the Service to file for any party from which you do not hold such authorization.

The Service may indicate that it holds no record of an authorization for a party to a shipment. Any such indication is advisory. It reflects what has been recorded in the Service, not whether a valid authorization exists, and Autolade does not verify authorizations, does not block filings for their absence, and has no obligation to do so. Where you instruct the Service to file after such an indication, you represent that you hold the authorization required by this Section, and that decision is yours.

Autolade prepares and transmits EEI based on the information you and your Authorized Users supply. You are responsible for the accuracy, completeness, and timeliness of that information, and for reviewing what the Service presents for filing before you instruct it to file. Determining what must be filed, and whether a shipment may lawfully be exported, remains yours.

7. Fees

Fees, if any, are set out in the applicable Order Form. Unless otherwise stated, fees are billed in advance and are non-refundable, and you are responsible for applicable taxes. We may suspend the Service for non-payment after notice.

8. Third-Party Services

The Service integrates with third-party services, including ocean carriers (e.g., Maersk, CMA CGM) and government systems (e.g., U.S. Customs and Border Protection AESDirect). We are not responsible for the availability, accuracy, or actions of those third-party systems, and your use of them may be subject to their own terms.

9. Confidentiality

Each party will protect the other’s confidential information using reasonable care and use it only to perform under these Terms. We may disclose confidential information to subprocessors bound by confidentiality obligations.

10. Warranties and Disclaimers

We will provide the Service in a professional manner. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted or error-free.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

The foregoing limitations do not apply to your indemnification obligations under Section 12, to either party’s breach of Section 9 (Confidentiality), or to liability that cannot be limited under applicable law.

12. Indemnification

You will defend and indemnify Autolade against third-party claims arising from (a) Customer Data, including data entered, supplied, or approved by your Authorized Users, whether or not the entry was in error; (b) any export filing, booking, or document transmitted on your instructions, including any claim by a principal party in interest, consignee, or other party to a shipment; (c) your failure to obtain or maintain a valid power of attorney or written authorization as required by Section 6A, including any filing you instruct after the Service has indicated that it holds no record of one; or (d) your use of the Service in violation of these Terms or applicable law. We will defend you against third-party claims that the Service infringes their intellectual property rights, subject to customary conditions.

13. Term and Termination

These Terms apply while you use the Service. Either party may terminate for material breach not cured within 30 days of notice. Upon termination, your right to use the Service ends, and we will delete or return Customer Data within a reasonable period, subject to legal retention requirements.

14. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be reflected by updating the “Last updated” date above and, where appropriate, by additional notice. Continued use of the Service constitutes acceptance of the updated Terms.

16. Contact

Questions about these Terms? Contact us at info@autolade.com.