Terms of Use

1. Legal Status of the Platform

The Broker Exchange Platform (hereinafter, the “Platform”) is designed and operated as a neutral, web-based digital service offering that enables and supports lawful commercial interactions exclusively among duly licensed customs brokers operating within the regulatory framework established by U.S. Customs and Border Protection (CBP). At no time shall the Platform be deemed to engage in, or facilitate, directly or indirectly, the conduct of “customs business,” as that term is specifically defined under 19 CFR § 111.1. The Platform disclaims all responsibilities related to the preparation, filing, or submission of customs entry documentation or correspondence with federal agencies and shall not be construed as an agent or representative of any Importer of Record (IOR) or customs broker.

2. Eligibility and Licensing

Eligibility to use the Platform is strictly limited to individuals and entities holding a valid and active customs broker license issued by CBP pursuant to 19 CFR Part 111. This includes satisfaction of all licensing, permitting, and district-based operational requirements under 19 CFR § 111.19. Additionally, employees acting under the direct supervision of a licensed customs broker, consistent with 19 CFR § 111.28, may be authorized users, subject to full supervisory responsibility and accountability of the supervising licensee. By registering, all users represent and warrant ongoing compliance with these eligibility requirements and agree to promptly notify the Platform in writing of any material change in licensing status, including but not limited to suspension, revocation, expiration, or transfer.

3. Confidentiality and Information Control

All users are required to maintain strict confidentiality concerning all importer-specific, shipment-level, or trade-sensitive information accessed, viewed, transmitted, or posted using the Platform. Disclosure of such information is strictly prohibited unless authorized in writing by the IOR, as mandated by 19 CFR § 111.24.

This includes commercial invoices, packing lists, HTS classifications, values, origin declarations, and any other data covered under the broker-client confidentiality doctrine. Users must retain importer consents for a minimum of five (5) years under 19 CFR § 111.23 and shall produce such documentation to the Platform or regulatory authorities upon lawful request.

4. Power of Attorney (POA)

Prior to representing an IOR in connection with any customs transaction, a broker must obtain a legally sufficient and duly executed Power of Attorney (POA), which shall meet the formal and procedural standards established in 19 CFR § 141.32 and be administered in accordance with 19 CFR § 111.36(c)(3). The Platform may offer digital transmission and storage options for POAs, but each broker shall remain solely responsible for POA validity, including ensuring proper signatory authority and adherence to electronic signature laws under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), codified at 15 U.S.C. §§ 7001–7031.

5. Commission and Pricing Disclosure

Users are authorized to disclose and negotiate compensation structures, including flat fees, per-entry charges, or percentage-based commissions for services rendered in connection with customs brokerage. All pricing arrangements must comply with applicable federal and state antitrust laws, including but not limited to the Sherman Act (15 U.S.C. § 1) and the Federal Trade Commission Act (15 U.S.C. § 45). Under no circumstance shall the Platform, its operators, or any affiliated user participate in, facilitate, or encourage any agreement to fix prices, allocate markets, or otherwise restrain trade. Each broker remains independently responsible for fee determination and client disclosures.

6. Limitations of Liability

The Platform disclaims all warranties, express or implied, with respect to Platform performance, broker performance, or the legality, accuracy, or completeness of any entry-related data transmitted through or stored on the Platform. Under no circumstance shall the Platform, its owners, officers, affiliates, or contractors be liable for indirect, consequential, incidental, exemplary, or punitive damages arising from: (a) Errors in entry preparation or classification; (b) Failure to obtain or validate POAs; (c) Noncompliance with federal regulations; (d) Loss of data, network downtime, or cybersecurity breach; (e) Broker misconduct or breach of duty. All users expressly assume the risk of Platform use.

7. Indemnification

To the fullest extent permitted by law, each user agrees to indemnify, defend, and hold harmless the Platform, its owners, operators, affiliates, directors, officers, and agents from and against any and all claims, penalties, losses, liabilities, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of:

• Violation of these Terms;
• Breach of broker-client confidentiality under 19 CFR § 111.24;
• Improper use or execution of POAs under 19 CFR § 141.32;
• Regulatory enforcement or third-party claims related to services arranged through the Platform.

8. Use Restrictions

Users are expressly prohibited from:

• Uploading or transmitting importer documents without valid authorization;
• Engaging in identity misrepresentation or falsification of broker licensure or permit status;
• Circumventing access controls or system architecture;
• Using the Platform to advertise services unrelated to customs brokerage;
• Disseminating data harvested from the Platform for marketing, resale, or redistribution. Violation of these restrictions shall result in immediate termination of access and may be reported to CBP or relevant authorities.

9. Platform Fees

The Platform may impose charges for account access, data usage, system enhancements, or value-added functionality. These fees shall be detailed in the user interface and shall be construed as consideration solely for technological services. No Platform fee shall be interpreted as compensation for brokerage activity, nor does payment of such fee create a principal-agent or fiduciary relationship between the Platform and any user.

10. Governing Law

These Terms shall be governed by the customs laws of the United States and interpreted under federal law. Venue for disputes shall lie in the U.S. Court of International Trade.

11. Modification and Termination

This Agreement and all legal obligations arising under or in connection with Platform use shall be governed exclusively by the federal customs laws of the United States, including the Tariff Act of 1930, as amended, and the regulations promulgated under 19 CFR Chapter I, Subchapter B, including but not limited to Part 111. Jurisdiction and venue for any claim or dispute shall lie exclusively with the United States Court of International Trade.

12. Privacy and Data Security

The Platform adopts a data minimization policy and collects only that information necessary to maintain account functionality and compliance with regulatory reporting requirements. Data is encrypted using commercially reasonable methods and access is restricted to authorized personnel only. The Platform contracts with infrastructure providers that offer SSAE-18 or equivalent security controls. Users have the right to request access to or deletion of personal data stored by the Platform, subject to legal exceptions and retention mandates. All data processing shall conform to standards articulated under the Federal Trade Commission Act and related consumer privacy principles.

13. Intellectual Property

All proprietary content, including source code, technical architecture, interface design, logos, documentation, and know-how relating to the Platform, are the exclusive intellectual property of the Platform and may not be reproduced, reverse-engineered, redistributed, or exploited without written authorization. By uploading documents to the Platform, users grant a limited, revocable license to store and transmit such documents solely for purposes of facilitating broker-to-broker transactions. No license to modify, sublicense, or publicly display any Platform feature is granted.

14. Communications and Notices

All formal communications shall be directed to the email address on file associated with each registered account. Notices posted to the Platform user interface shall be deemed constructively received. Users are responsible for maintaining current and valid contact information. Legal process or compliance correspondence may be sent to the Platform’s designated agent for service, whose details shall be made available on the Platform’s website.

15. Severability and Waiver

If any provision or clause in these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed, and the remainder shall remain in full force and effect. No waiver of any term shall be deemed a waiver of any other term or any subsequent breach unless explicitly stated in writing.

16. Entire Agreement

These Terms of Use, together with any Platform policies referenced herein or incorporated by hyperlink, constitute the entire agreement between the Platform and the user with respect to Platform access and services. No oral statement, external document, or representation may modify these Terms unless formally amended in writing and posted by the Platform.

17. Acceptable Use Policy (AUP)

Users must use the Platform only for lawful purposes consistent with federal and international customs laws. Prohibited conduct includes:

• Unauthorized probing, scanning, or penetration of the Platform infrastructure;
• Uploading malicious scripts, executable code, or otherwise harmful digital agents;
• Impersonating other customs brokers or presenting falsified POAs;
• Coordinating fraudulent customs entries or circumventing compliance safeguards. The Platform reserves the right to suspend or terminate access for violations of this AUP and to report such conduct to federal authorities.