Legal
Subscription Agreement
This Subscription Agreement (the "Agreement") governs access to and use of the Port Ledger application and related services (the "Service") by a subscribing organization ("Customer", "you"). By subscribing to, accessing, or using the Service, you agree to this Agreement. If you act on behalf of an organization, you represent that you are authorized to bind it.
Please read this first. Port Ledger is software tooling and decision-support — not a customs broker and not legal, customs, or compliance advice. You remain the importer and the certifying party, and you keep sole legal responsibility for your products, imports, certifications, and filings.
Port Ledger is not liable for import outcomes — including import delays; demurrage, detention, or storage charges; customs holds, exams, or seizures; or any CPSC, CBP, or other agency violations, penalties, fines, or duties.
1. The Service
Port Ledger provides a multi-tenant production and compliance platform that helps Customer organize production data, manage lab reports, prepare shipments, perform AI-assisted review of test reports, and electronically transmit filings to the U.S. Consumer Product Safety Commission ("CPSC") at Customer's direction. The Service is software tooling and decision-support intended to assist Customer's own qualified personnel.
2. Software only — not a broker, lab, or advisor
Port Ledger is a software provider. It is not a licensed customs broker, freight forwarder, import/export or trade consultant, testing laboratory, or law firm, and it does not provide legal, customs, regulatory, compliance, or other professional advice. Nothing in the Service or on our website constitutes such advice, and no attorney-client, broker-client, or advisory relationship is created. Any information, checks, templates, or guidance are general and informational only.
3. You are the importer and certifying party
As between the parties, Customer is and remains the importer, declarant, and certifying party for all products, entries, and filings. Customer retains sole and exclusive legal responsibility for:
- determining the laws and regulations applicable to its products and imports, including CPSC and U.S. Customs and Border Protection ("CBP") requirements;
- the accuracy, completeness, and legal sufficiency of all data, certificates, lab reports, and filings;
- reviewing, verifying, and approving every certification and filing before it is submitted; and
- all customs entries, certifications, recordkeeping, and regulatory obligations.
Port Ledger acts solely as a conduit that prepares and transmits filings as directed by Customer's authorized personnel. A filing is made on Customer's behalf and under Customer's authority, and Customer is responsible for it as if Customer had filed directly. Customer is responsible for verifying its CPSC account, certifier identity, point of contact, and related settings before transmitting.
4. AI output is advisory only
The Service's AI test-report review and any related checks, scores, summaries, flags, or recommendations (collectively, "AI Output") are automated decision-support provided on an "as is" basis. AI Output may be incomplete, inaccurate, or out of date, and does not constitute certification, approval, testing, or advice. Customer must independently review and verify all reports, data, and filings through its own qualified personnel and must not rely on AI Output as the sole basis for any certification, approval, or filing. Customer is solely responsible for decisions made with the assistance of the Service.
5. Customer responsibilities
- Provide accurate, complete, and lawful data, and ensure it has the right to upload lab reports, supplier information, and other Customer Data.
- Designate, manage, and control authorized users, and keep credentials secure.
- Maintain its own records and obtain its own legal and compliance counsel.
- Use the Service in compliance with all applicable laws and this Agreement.
6. Disclaimers of warranty
The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Port Ledger does not warrant that the Service will be uninterrupted or error-free, that it will detect every error or discrepancy, that any filing will be accepted by the CPSC or any authority, or that use of the Service will result in compliance with, or avoid any penalty under, any law or regulation.
7. Limitation of liability
To the maximum extent permitted by law, and regardless of the theory of liability, Port Ledger and its affiliates, suppliers, and licensors will not be liable for, and Customer assumes all risk of, any of the following arising out of or relating to Customer's products, imports, certifications, or filings or the use of the Service:
- import, shipment, or clearance delays;
- demurrage, detention, per-diem, or storage charges;
- customs holds, examinations, redelivery, exclusion, seizure, or destruction of goods;
- CPSC, CBP, or other agency violations, penalties, fines, liquidated damages, duties, or enforcement actions;
- lost profits, revenue, goodwill, or data; and
- any indirect, incidental, special, consequential, exemplary, or punitive damages — even if advised of the possibility.
Port Ledger's total aggregate liability arising out of or relating to the Service or this Agreement will not exceed the fees actually paid by Customer to Port Ledger for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.
8. Indemnification
Customer will defend, indemnify, and hold harmless Port Ledger and its affiliates from and against any claims, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: Customer Data; Customer's products and imports; Customer's certifications, entries, and filings; Customer's use of or reliance on AI Output; and Customer's violation of law or of this Agreement.
9. Data, confidentiality & security
As between the parties, Customer owns its Customer Data (including lab reports and supplier and production data) and grants Port Ledger a limited license to process it solely to provide and support the Service. Port Ledger will keep Customer Data confidential, will not sell it, and will not use it except to provide the Service. AI review runs with zero data retention — prompts and report files are not retained by the AI gateway and are not used to train models. Processing of personal data is governed by our Data Processing Agreement, and your use of our website is also subject to our Privacy Policy.
10. Fees, term & termination
Fees, subscription scope, and term are as set out in the applicable order or plan. Either party may terminate for material breach that remains uncured after reasonable written notice. On termination, Customer's right to use the Service ends, and Customer Data is exported or deleted in accordance with the Data Processing Agreement. Sections that by their nature should survive (including Sections 2–4 and 6–8) survive termination.
11. Governing law
This Agreement is governed by the laws of the United States and the state in which Port Ledger is established, without regard to conflict-of-law rules, and the courts located there will have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief to protect its intellectual property or confidential information.
12. Changes
We may update this Agreement from time to time; material changes will be communicated to active subscribers. Continued use of the Service after changes take effect constitutes acceptance.
Contact
Questions about this Agreement? Contact us.
This Agreement is a general template provided for convenience and is not legal advice. Have it reviewed by qualified counsel and tailored to your business before relying on it.