This Terms of Service Agreement ("Agreement") is entered into by and between V-Ter Solutions LLC, a company incorporated in Florida and located at 1707 S Perimetr rd HGR 33A Fort Lauderdale, FL 33309, USA (hereinafter referred to as "HSCodifi" or "Service Provider"), and the undersigned client (hereinafter referred to as "Client"). This Agreement governs Client's access to and use of the HSCodifi data analytics services related to international logistics ("Services"). The effective date of this Agreement shall be the date accepted by the Customer. This Agreement sets forth the terms and conditions governing Client’s access to and use of the data analytics and related software services (“Services”) provided by Service Provider in the domain of international logistics.
1.1. The Services provided under this Agreement shall be delivered strictly in accordance with the terms and conditions expressly set forth herein, as well as any and all additional terms, policies, or provisions referenced or incorporated by hyperlink at https://hscodifi.app/terms, which are hereby fully incorporated into this Agreement by reference as if set forth herein in their entirety.
1.2. The Service Provider expressly reserves the unilateral and unrestricted right, in its sole and absolute discretion, to revise, amend, supplement, update, or otherwise modify the terms and conditions of this Agreement, including but not limited to those incorporated by reference, at any time and for any reason it deems appropriate. Any such modifications, revisions, or updates to the Agreement shall become effective immediately upon their posting at the designated URL or upon delivery of written or electronic notice to the Client, whichever occurs first.
1.3. The Client’s continued access to or use of the Services following the effective date of any such modifications shall constitute the Client’s full and binding acceptance of the revised terms and conditions. Should the Client object to or decline to accept any amended terms, the Client shall have the right to terminate this Agreement in accordance with the provisions set forth in Section 8. The Service Provider further agrees to comply with any applicable legal requirements regarding notice periods or the need for explicit consent in connection with material changes to the Agreement, as may be mandated by relevant jurisdictional law.
2.1. HSCodifi will issue an electronic bill or invoice to Customer for all Fees, including, if applicable, Fees based on Customer's use of the Services during the applicable Fee Accrual Period and any relevant Fees for support services. If HSCodifi reasonably determines based on available evidence that Customer is at risk of non-payment or that Customer’s Account is potentially fraudulent, HSCodifi may invoice Customer more frequently. Customer will pay all Fees in the currency stated in the bill or invoice. If Customer pays by credit card, debit card, or another non-invoiced form of payment, Customer will pay all Fees immediately at the end of the Fee Accrual Period or when otherwise charged by HSCodifi. If Customer pays by invoice, Customer will pay HSCodifi all invoiced amounts by the Payment Due Date. Unless required by law, Customer's obligation to pay all Fees is non-cancellable. HSCodifi’ measurement tools will be used to determine Customer's usage of the Services. HSCodifi has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by HSCodifi.
2.2. Customer is responsible for any Taxes and will pay HSCodifi for the Services without any reduction
for
Taxes. If HSCodifi is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer, and
Customer will pay such Taxes to HSCodifi, unless Customer provides HSCodifi with a timely and valid tax
exemption certificate for those Taxes.
Customer will provide HSCodifi with any applicable tax identification information required by law to
ensure compliance with applicable tax regulations and authorities. Customer will be liable to pay (or
reimburse HSCodifi for) any taxes, interest, penalties, or fines resulting from any mis-declaration by
Customer.
2.3. Any payment disputes must be submitted in good faith before the Payment Due Date. If HSCodifi, after a good faith review, determines that certain billing inaccuracies are attributable to HSCodifi, it will not issue a corrected invoice but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, HSCodifi will apply the credit memo amount to the disputed invoice, and Customer will be responsible for paying the resulting net balance. Refunds issued by HSCodifi for billing inaccuracies will only be in the form of credit for the Services. Nothing in this Agreement obligates HSCodifi to extend credit to any party.
2.4. Late payments (excluding amounts under good faith dispute submitted before the Payment Due Date) may bear interest at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by HSCodifi in collecting delinquent amounts. Additionally, in the event of any late payment, HSCodifi may Suspend the Services.
2.5. Customer is obligated to pay all applicable Fees without any requirement for HSCodifi to provide a purchase order number on its invoice or otherwise.
2.6. By agreeing to these terms, Customer authorizes HSCodifi to initiate and process one-time or recurring payment transactions, including subscription charges, usage-based fees, and unscheduled top-ups, using the payment method provided by Customer. These charges may occur on a regular schedule or on an as-incurred basis, depending on Customer’s use of the Services.
2.7. If Customer subscribes to a recurring service plan, Customer may cancel the subscription at any time by providing written notice via their account interface or to HSCodifi support. Cancellation will take effect at the end of the current billing cycle, and no refunds will be issued for partial use of the Services unless required by law.
3.1. Subject to the terms and conditions set forth in this Agreement, the Service Provider hereby agrees to use commercially reasonable efforts to provide the Client with access to and use of the Services as described herein. The Service Provider shall make the Services available to the Client via a secure, internet-based platform, and shall take all reasonable steps, consistent with industry standards, to ensure the ongoing functionality, reliability, and security of the Services.
3.2. As part of the onboarding and registration process, the Client shall be required to designate an administrative username and password, which will serve as the primary credentials for accessing the Services. The Client is solely responsible for maintaining the confidentiality and security of these credentials, and for ensuring that only authorized personnel are permitted to access the Services using such credentials. The Service Provider reserves the right, at its sole discretion, to refuse registration, suspend access, or cancel any username or password that it deems, in good faith, to be inappropriate, insecure, or otherwise in violation of the Service Provider’s policies or this Agreement.
3.3. The Service Provider further agrees to provide the Client with reasonable technical support in connection with the use of the Services. Such support shall be provided in accordance with the Service Provider’s then-current standard support practices, which may include, but are not limited to, email support, online documentation, and access to a help desk or ticketing system during normal business hours.
3.4. The Service Provider shall use reasonable commercial efforts to ensure that the Services achieve and maintain an uptime availability of no less than ninety-nine percent (99%) as measured on a monthly basis. For the purposes of this calculation, periods of unavailability resulting from scheduled maintenance, emergency maintenance, holidays, weekends, or downtime caused by factors beyond the reasonable control of the Service Provider—including, but not limited to, outages or failures of third-party service providers, internet disruptions, or force majeure events—shall be expressly excluded from the uptime calculation.
3.5. The Client acknowledges and agrees that, while the Service Provider will endeavor to minimize interruptions and provide timely notice of any scheduled maintenance, certain interruptions may be unavoidable and do not constitute a breach of this Agreement. The Service Provider shall not be liable for any damages, losses, or liabilities incurred by the Client as a result of such excluded downtime.
3.6. The Client expressly acknowledges and agrees that, while the Service Provider endeavors to provide accurate, current, and complete information as part of the Services, the Service Provider does not warrant or guarantee the accuracy, reliability, or completeness of any information, data, or content provided. Under no circumstances shall the Service Provider be held liable or responsible for any direct, indirect, incidental, consequential, or special damages, losses, or claims arising out of or relating to the provision of incorrect, incomplete, or inaccurate information, regardless of the cause, even if the Service Provider has been advised of the possibility of such damages. The Client assumes all risk and responsibility for any decisions made or actions taken based on information obtained through the Services.
4.1. The Client expressly agrees and acknowledges that they shall not, under any circumstances, engage in any of the following prohibited activities with respect to the Services: reverse engineering, decompiling, disassembling, or otherwise attempting to discover, access, or reconstruct the source code, underlying algorithms, or structural framework of the Services; modifying, translating, adapting, or creating any derivative works based on the Services or any component thereof; or utilizing the Services for purposes of time-sharing, sublicensing, leasing, or reselling to any third party, whether for commercial gain or otherwise, without the prior written consent of the Service Provider.
4.2. The Client further represents and warrants that their use of the Services will at all times be in full compliance with all policies, guidelines, and acceptable use standards established by the Service Provider, as well as all applicable local, state, national, and international laws and regulations. The Client agrees to indemnify, defend, and hold harmless the Service Provider, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach by the Client of this Agreement, any misuse or unauthorized use of the Services, or any violation of applicable law or third-party rights.
4.3. Furthermore, the Client acknowledges and accepts full responsibility for all aspects of integration between the Services and any third-party systems, applications, or platforms utilized by the Client. The Client shall bear all costs associated with such integration efforts, including but not limited to expenses incurred for third-party software, hardware, or service providers. The Client is solely responsible for maintaining the security and integrity of their own equipment, network infrastructure, access credentials, and all data transmitted to or from the Services. The Service Provider shall have no liability for any loss or compromise of data, unauthorized access, or security breaches resulting from the Client’s failure to implement appropriate safeguards.
5.1. The Service Provider hereby affirms its commitment to maintaining the highest standards of confidentiality and data protection with respect to all proprietary, sensitive, and personal information belonging to the Client. The Service Provider shall employ commercially reasonable efforts, consistent with prevailing industry practices, to safeguard the confidentiality, integrity, and security of all Client Data, including any proprietary or personally identifiable information that the Client may share with the Service Provider in connection with the provision of Services. Such efforts shall include, but are not limited to, the implementation of appropriate technical, administrative, and organizational measures designed to prevent unauthorized access, disclosure, alteration, or destruction of Client Data.
5.2. Notwithstanding the foregoing, it is expressly acknowledged that the Client retains all right, title, and interest in and to any and all Client Data provided to the Service Provider under this Agreement. The Service Provider shall not claim any ownership rights in Client Data, and shall use such data solely for the purpose of delivering the agreed-upon Services, unless otherwise authorized in writing by the Client or required by applicable law.
5.3. Conversely, the Service Provider shall retain all rights, title, and interest in and to its own Services, including but not limited to all software, platforms, algorithms, methodologies, documentation, and any enhancements, modifications, or improvements thereto, whether developed prior to, independently of, or in connection with this Agreement.
5.4. The Service Provider reserves the right to collect, analyze, and utilize data that has been anonymized or aggregated in such a manner that it no longer identifies the Client or any individual data subjects. Such anonymized or aggregate data may be used by the Service Provider for the purposes of improving its products and service offerings, conducting analytics, and enhancing overall system performance, provided that such use does not compromise the confidentiality of the Client’s proprietary or personal information.
5.5. Both the Service Provider and the Client mutually agree to comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) of the European Union, the California Consumer Privacy Act (CCPA), the Lei Geral de Proteção de Dados (LGPD) of Brazil, and any other relevant global data protection standards. The Service Provider shall cooperate in good faith with the Client to ensure ongoing compliance with such regulations, including providing reasonable assistance to the Client in responding to data subject requests, conducting data protection assessments, and implementing any additional safeguards required by law or by the Client’s internal policies.
6.1. The Service Provider hereby represents that it shall employ commercially reasonable efforts and adhere to prevailing industry standards in the operation, maintenance, and delivery of the Services, with the objective of minimizing service errors, interruptions, and disruptions to the greatest extent practicable. The Service Provider shall implement appropriate technical and procedural safeguards to promote the reliability and availability of the Services, and shall endeavor to provide advance notice to the Client of any scheduled maintenance activities that may temporarily affect access to the Services. Notwithstanding the foregoing, the Client acknowledges and agrees that, from time to time, it may be necessary for the Service Provider to perform scheduled or emergency maintenance, upgrades, or repairs, which may result in temporary unavailability or degradation of the Services. The Service Provider shall not be liable for any inconvenience, loss, or damages arising from such maintenance activities, provided that reasonable efforts are made to minimize their impact.
6.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO THE CLIENT STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.
6.3. The Client acknowledges and agrees that it assumes full responsibility for its use of the Services and any decisions made or actions taken based on information or results obtained through the Services.
7.1. Except in the case of bodily injury or to the extent prohibited by applicable law, in no event shall the Service Provider, including its affiliates, subsidiaries, officers, directors, employees, agents, licensors, or subcontractors, be liable to the Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind whatsoever. This includes, without limitation, damages for loss of goodwill, loss of data, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of profits, business interruption, or any other commercial or economic loss, whether such damages arise in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether the Service Provider was advised of the possibility of such damages or such damages were otherwise foreseeable.
7.2. Furthermore, the Service Provider shall not be liable for any damages, losses, or liabilities resulting from: (a) the Client’s use of or inability to use the Services; (b) any unauthorized access to or alteration of the Client’s transmissions or data; (c) any conduct or content of any third party on or through the Services; or (d) any other matter relating to the Services.
7.3. In all cases and under all circumstances, the total aggregate liability of the Service Provider and its affiliates, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or relating to this Agreement or the provision or use of the Services, shall be strictly limited to the total amount of fees actually paid by the Client to the Service Provider for the Services during the twelve (12) month period immediately preceding the event giving rise to the claim. The existence of more than one claim or suit will not enlarge or extend this limitation of liability.
7.4. The Client expressly acknowledges and agrees that the limitations and exclusions of liability set forth in this section are a fundamental basis of the bargain between the parties and are reflected in the pricing of the Services. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
8.1. Subject to the provisions for early termination set forth herein, this Agreement shall commence on the Effective Date and shall remain in force for the initial service term as specified in the applicable Order Form (“Initial Service Term”). Upon the expiration of the Initial Service Term, this Agreement shall automatically renew for successive renewal periods of equal duration to the Initial Service Term (each a “Renewal Term,” and collectively with the Initial Service Term, the “Term”), unless either the Service Provider or the Client provides written notice of its intention not to renew this Agreement at least thirty (30) calendar days prior to the expiration of the then-current term. Such notice of non-renewal shall be effective upon receipt by the other party and shall result in the Agreement’s expiration at the end of the current term.
8.2. Notwithstanding the foregoing, and in addition to any other rights or remedies available under this Agreement or at law or in equity, either party shall have the right to terminate this Agreement in the event that the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the nature of the breach. In cases of nonpayment or insolvency, the Service Provider may, at its sole discretion, terminate this Agreement or suspend the provision of Services immediately and without prior notice. Upon termination or expiration of this Agreement for any reason, the Client shall remain liable for payment of all fees and charges accrued up to and including the effective date of termination, and the Service Provider shall have no further obligation to provide the Services to the Client. Termination of this Agreement shall not relieve either party of any obligation or liability accrued prior to the effective date of termination.
8.3. Furthermore, all provisions of this Agreement which by their nature are intended to survive termination or expiration shall so survive, including, without limitation, provisions relating to accrued payment obligations, confidentiality, data protection, warranty disclaimers, limitations of liability, and dispute resolution.
9.1. From time to time, the Client may identify and communicate to the Service Provider specific requirements for new features, enhancements, modifications, or other custom software development services that extend or complement the functionality of the existing Services (“Custom Development”). Upon receipt of such a request from the Client, the Service Provider shall review the proposed scope of work and, within a reasonable period, provide the Client with a written estimate outlining the anticipated deliverables, associated costs, development timelines, and any other relevant terms or conditions.
9.2. Should the Client accept the Service Provider’s proposal in writing, the Service Provider shall commence the Custom Development work in accordance with the mutually agreed-upon specifications and payment terms. The parties acknowledge and agree that any such Custom Development shall be subject to the terms and conditions of this Agreement, unless otherwise set forth in a separate written addendum or statement of work executed by both parties.
9.3. Both the Service Provider and the Client expressly commit to act in good faith, cooperate reasonably, and communicate openly throughout the course of any Custom Development engagement. This includes, but is not limited to, timely provision of information, feedback, and approvals; prompt notification of any anticipated delays or issues; and a shared commitment to resolving any disputes or ambiguities that may arise during the development process in a constructive and professional manner. Any intellectual property rights, ownership of deliverables, ongoing support, or maintenance obligations arising from Custom Development projects shall be addressed in the applicable estimate, addendum, or other written agreement executed by the parties. Unless otherwise agreed in writing, all such work shall be considered supplemental to the Services provided under this Agreement.
10.1. In the event that any provision, clause, or part of this Agreement is determined by a court of competent jurisdiction or other lawful authority to be invalid, illegal, or unenforceable, such provision shall be deemed modified solely to the minimum extent necessary to render it enforceable, or, if such modification is not possible, severed from this Agreement. The remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to best effectuate the original intent of the parties. The Client shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior express written consent of the Service Provider. Any attempted assignment or transfer in violation of this provision shall be null and void. The Service Provider may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that such assignment does not diminish the Client’s rights under this Agreement.
10.2. This Agreement, together with all referenced documents, schedules, and appendices, constitutes the entire understanding and agreement between the Service Provider and the Client with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, representations, warranties, agreements, negotiations, and communications, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and duly executed by authorized representatives of both parties.
10.3. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between the Service Provider and the Client. Neither party shall have any authority to bind the other party in any respect, nor shall either party represent to any third party that it has such authority. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt); (b) when sent by a nationally recognized overnight courier (with written confirmation of receipt); (c) when sent by email or other electronic means (with confirmation of transmission and delivery); or (d) when received by the addressee, if sent by certified or registered mail, return receipt requested, postage prepaid. The parties may update their notice addresses by providing written notice in accordance with this section. This Agreement and any dispute, controversy, or claim arising out of or relating to this Agreement, its interpretation, or its breach shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania, United States of America, without regard to its conflict of law provisions.
Last updated January 04, 2025