Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TIO platform and the tiocore.com website (together, the "Service"), provided by TIOCORE Inc. ("TIO," "TIOCORE," "we," "us," or "our"). Please read them carefully. If you are entering into these Terms for an organization, you represent that you have authority to bind that organization.

Review action settings and filing responsibility and customer data and integrations for the work you plan to authorize. Our Security page describes technical controls.

1. Acceptance of terms

By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service. A separate written agreement signed by TIO, if any, controls over these Terms to the extent of a conflict.

2. Description of the Service

TIO provides AI agents that perform back-office functions for freight forwarders and freight brokerages. The agents read shipment email and documents from the inboxes you connect, extract and resolve the data, and prepare records for your business: customs filing drafts (including Importer Security Filings), shipment and lot records, freight quotes, vendor payables and customer invoices, and audits of records already on file. Records are sent to your team for review or, under the settings you have agreed, written to your transportation management system (TMS). TIO sits between your inbox and your TMS; your TMS remains your system of record. TIO is not a licensed customs broker and does not provide customs brokerage, legal, or compliance advice.

3. Eligibility and accounts

You must be a business user, at least 18, and able to form a binding contract. You are responsible for the accuracy of account information, for all activity under your credentials, and for maintaining the confidentiality of those credentials. Notify us promptly of any unauthorized use.

4. Action settings, filer responsibility, and review

Each action an agent can take has its own setting, which TIO configures with you and which you may ask us to change at any time:

• Runs on its own. The agent completes the action inside the rules you have agreed, for example sending a quote under your price ceiling or writing a record to your TMS, without a per-item approval from your team.
• Sent for review. The agent completes the record and sends it to your team to check.
• Waits for a reply. The agent prepares the change and makes it only when your team says so.

Work outside your rules goes to a person. Every action an agent takes under a setting you have agreed is taken on your behalf and is your action for the purposes of these Terms and your obligations to third parties.

Whichever settings you choose, you acknowledge and agree that:

• Customs filings are never submitted by an agent. Every submission to U.S. Customs and Border Protection (CBP) or any other regulator is reviewed and submitted by a qualified member of your team, who is the filer of record.
• The filer of record for any CBP or regulatory submission bears full regulatory responsibility for the accuracy and timeliness of that filing.
• TIO is a tool that prepares records and acts on your instructions. It does not replace your judgment, your review, the liability of the filer of record, or your compliance obligations.
• You are responsible for the settings you agree for each action, for monitoring the records and actions the Service produces, for the accuracy of any record an agent writes on its own, and for correcting a record once you know it is wrong.
• You are solely responsible for ensuring your use of the Service complies with all applicable customs, trade, and other laws and with your obligations as an importer, forwarder, or broker.

5. Customer data and integrations

By connecting your inbox, TMS, or other systems, you authorize TIO to access and process data from those systems on your behalf as described in the Privacy Policy, and you represent that you have the authority and any required consents to grant that access. As between the parties, you own your customer data. You grant TIO a limited, non-exclusive license to host, process, and transmit that data solely to provide, secure, and improve the Service. We do not use your freight or email data to train AI models.

6. Acceptable use

You agree not to:

• Violate any applicable law or regulation, including U.S. customs and trade laws
• Use the Service to facilitate the movement of prohibited or restricted goods
• Attempt to circumvent security, access controls, or usage limits
• Reverse engineer, decompile, copy, or create derivative works of the Service
• Resell, sublicense, or provide the Service to third parties except as expressly permitted
• Upload malware or interfere with the integrity or performance of the Service

7. Intellectual property

The Service, including its software, models, interfaces, and content, is owned by TIO and its licensors and is protected by intellectual property laws. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Service during your subscription. We may use aggregated, de-identified data that does not identify you or your customers to operate and improve the Service.

8. Fees and payment

Pricing is scoped to your operation and set out in an order, proposal, or written agreement. Unless stated otherwise, fees are billed in advance, are non-refundable except as required by law, and are exclusive of taxes. Late amounts may be suspended after notice.

9. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and protect it with reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.

10. Third-party services

The Service interoperates with third-party systems you connect, such as your mail system, which routes email to the agent mailbox TIO hosts for you, and your TMS. Those services are governed by their own terms and we are not responsible for them. Your use of connected systems remains subject to your agreements with those providers, and you may stop routing mail to the Service at any time in your own mail system, and you may ask us to disconnect a TMS.

11. Feedback

If you send us suggestions or feedback about the Service, you grant TIO a perpetual, royalty-free right to use them without restriction or payment. Feedback does not include your customer data.

12. Website content and corrections

The tiocore.com website is provided for general information. It may contain errors or omissions, including in descriptions and availability, and we may correct or update it at any time without notice. An order, proposal or signed agreement, and not the website, sets out what you have bought.

13. Copyright complaints

If you believe material on the Service infringes a copyright you own or control, send a notice to hello@tiocore.com with your contact details, a description of the work, the location of the material, a statement of good-faith belief that the use is not authorized, your physical or electronic signature, and a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act. We respond to notices that meet the requirements of the Digital Millennium Copyright Act.

14. Service changes and interruptions

We may change, suspend or discontinue a feature of the Service. Where a change materially reduces a feature you pay for, we will give reasonable notice. The Service may be unavailable during maintenance or because of events outside our control, and we are not liable for a delay or failure that results, subject to any service terms in a signed agreement.

15. Export controls and sanctions

You may not use the Service in violation of U.S. export control or sanctions laws, or on behalf of a party those laws prohibit. You represent that you are not such a party.

16. Disclaimer of warranties

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that AI-extracted fields will be accurate, that the Service will be uninterrupted or error-free, or that it will meet every requirement. You are responsible for reviewing output that is sent to you for review, and for monitoring the actions agents take under the settings you have agreed.

17. Limitation of liability

To the maximum extent permitted by law, TIO will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, including without limitation CBP penalties, exam costs, demurrage, detention, or cargo delays, arising out of or relating to the Service. TIO's total aggregate liability for all claims will not exceed the fees you paid for the Service in the twelve months preceding the event giving rise to the claim.

18. Indemnification

You will defend, indemnify, and hold harmless TIO from claims, damages, and costs arising out of your data, your use of the Service, your filings and compliance decisions, or your breach of these Terms, except to the extent caused by TIO's gross negligence or willful misconduct.

19. Suspension and termination

Either party may terminate the relationship with 30 days written notice. We may suspend or terminate access immediately for non-payment, a security risk, or a material breach. On termination you may request an export of your audit-log and job data for a reasonable period, after which data is deleted except as retained for the period required by law (including the customs recordkeeping retention described in the Privacy Policy). Sections that by their nature should survive will survive termination.

20. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. The state and federal courts located in New York have exclusive jurisdiction, and each party consents to that venue, unless a signed agreement specifies arbitration or another forum.

21. Electronic communications and signatures

You agree to receive communications from us electronically, and that electronic agreements, notices and records satisfy any legal requirement that they be in writing. You agree to the use of electronic signatures, contracts, orders and records for transactions under these Terms.

22. California users

If a complaint with us is not resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

23. General

These Terms, with any order or signed agreement and the Privacy Policy, are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond reasonable control. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Our failure to enforce a provision is not a waiver.

24. Changes

We may update these Terms as the Service or the law evolves. Material changes will be communicated by updating the "Last updated" date and, where appropriate, by email or in-product notice with at least 30 days notice where required. Continued use after changes take effect constitutes acceptance.

25. Contact

Questions about these Terms: hello@tiocore.com.