Terms of Service

Last Revised: [October/18/2025]

These Terms of Service (the Terms of Service) constitute a binding agreement between you and Kendrick Trade, LLC (Kendrick Trade, us, or we) regarding your use of our website (https://www.kendricktrade.com/) (the Site) and the services and content available through the Site (collectively, the Offerings).

BY ACCESSING THE SITE OR USING THE OFFERINGS IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF SERVICE AND OUR PRIVACY NOTICE (INCORPORATED HEREIN BY REFERENCE), AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS THE SITE OR USE THE OFFERINGS.

THESE TERMS OF SERVICE INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION AND A JURY AND CLASS ACTION WAIVER. MORE INFORMATION CAN BE FOUND IN SECTION 12 (DISPUTE RESOLUTION; JURISDICTION; AND CLASS ACTION WAIVER).

1. OFFERINGS.
Kendrick Trade provides online tools and services to help users analyze trade compliance scenarios and manage related documentation (the Offerings), including without limitation: (a) USMCA Qualification tools to assist with analysis of qualification requirements and certificate/document generation; (b) Tariff Genie, a duty-calculation and research tool that aggregates and computes potential U.S. duty impacts (e.g., base rates and additional measures) based on user inputs; and (c) Document Solicitation, a workflow for requesting, receiving, organizing, and reviewing compliance documents from suppliers and other third parties. Offerings may be delivered via our website, APIs, dashboards, email, and file-upload/download features. We do not provide legal advice and you remain solely responsible for your compliance decisions.

1.1 Use and Restrictions.
Subject to these Terms of Service, Kendrick Trade grants you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to access and use the Offerings for your personal or internal commercial use. We reserve all rights not expressly granted.
You agree not to: (i) license, assign, distribute, sell, transfer, exploit or otherwise make available the Offerings; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Offerings; (iii) access or use the Offerings for any unlawful purpose or beyond the scope of the rights granted; (iv) obtain or attempt to obtain access to areas of the Site or our systems that are not intended for you; (v) remove, disable, circumvent, or implement any workaround to any copy protection, rights management, or security features; (vi) flood the Offerings with requests or use them in a manner that disables, disrupts, impairs, harms, or overburdens the Offerings or our systems; or (vii) collect information from the Offerings using automated software tools or manually on a mass basis.

In connection with the foregoing, you are expressly forbidden from engaging in web scraping on the Site or utilizing its Content for the creation or training of machine learning models, artificial intelligence systems, or any related technology without our explicit written consent. Web scraping includes the use of robots, spiders, scripts, services, software, or any manual or automatic tools designed for data mining or extracting content, data, or information from the Site, or any automated means of accessing or collecting such content, data, or information.

1.2 Tariff Genie (Additional Terms).
Tariff Genie provides computational outputs based on user inputs and referenced data sources. Calculations may reference public, third-party, or proprietary datasets that can change without notice. Outputs are estimates for planning and internal analysis only and may not reflect current law, agency interpretation, effective dates, exclusions, quotas, currency effects, or product-specific conditions. You are solely responsible for verifying all results with authoritative sources and advisors before acting. You agree not to rely on the Offerings as a substitute for professional advice or official rulings.

1.3 Document Solicitation (Additional Terms).
Document Solicitation enables you to (a) configure solicitations; (b) send messages to suppliers/third parties; (c) collect documents via upload links without account creation; and (d) review, compare, and track responses.
(a) Your Responsibility for Permissions.You represent and warrant that you have a lawful basis (e.g., contract, consent, legitimate interest) to contact each recipient and to request/process any documents or data you solicit. You are solely responsible for the content of messages you send and for compliance with anti-spam, privacy, and communications laws (e.g., CAN-SPAM and analogous laws).
(b) Supplier Uploads.Upload links and portals are for the intended recipient only. You are responsible for directing suppliers on what to provide and for validating authenticity and accuracy.
(c) Automations.If you enable automated follow-ups, you instruct us to send messages on your behalf according to your configuration (cadence, business hours, skip-weekends, etc.). You remain the sender for compliance purposes.
(d) Comparisons & AI-Assistance.Any comparison, extraction, or AI-assistance features are heuristic tools to help your team review documents. Outputs may contain errors and are not determinations of legal sufficiency or authenticity.

1.4 APIs and Rate Limits.
If we provide APIs or automated access for any Offering, you must comply with our usage limits, credentials, and documentation. We may rate-limit, throttle, or suspend access for abuse, harm, or instability without notice.

1.5 Changes to the Offerings.
We may, from time to time and in our sole discretion, develop and provide updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (Updates). Updates may also modify or discontinue certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Offerings, with or without notice to you.

1.6 No Guarantee; Temporary Interruptions.
We work hard to provide quality Offerings; however, we do not promise or guarantee specific results from using the Offerings. Temporary interruptions may occur due to events outside our control. We have no control over third-party networks or services used to provide the Offerings.

1.7 Access.
You are responsible for all applicable taxes, data plans, internet fees, and other fees associated with your access and use of the Offerings.

2. ACCOUNT REGISTRATION.

2.1 Login Required.To access some Offerings, you may be required to set up an account and password. You agree that all information you provide is true and accurate and you will maintain and update it as required to keep it current, complete, and accurate.

2.2 Passwords and Security.You are responsible for maintaining the security and confidentiality of your account information and for all activities that occur under your account. You agree to immediately notify us of any unauthorized access to or use of your account. We are not responsible for any loss or damage arising from your failure to protect your account information.

3. PAYMENT AND BILLING.
If you purchase Offerings, you agree to pay all applicable fees.

3.1 Processor.Payments are processed by Paddle, the merchant of record. You authorize Paddle to charge your selected payment method for recurring and one-time fees, taxes, and adjustments.

3.2 Subscriptions and Auto-Renewal.Certain Offerings (e.g., Tariff Genie usage tiers, Document Solicitation tiers) are sold as subscriptions that auto-renew at the then-current price unless canceled via your Paddle account settings at least 48 hours before the next renewal. We may change prices or packaging on renewal with notice via Paddle or the email on file.

3.3 Credits and Overage.Some features (e.g., HTS searches, solicitations, storage allotments, or emails sent) may be governed by usage credits. Unused credits do not carry over unless stated otherwise. If enabled, overage may be billed at posted overage rates.

3.4 Trials and Promotions.If you receive a free or discounted trial, continued access past the trial end will be billed automatically unless you cancel before the trial ends.

3.5 Refund Policy.(a) All payments for Offerings made via Kendrick Trade are processed through our payment partner, Paddle, which acts as Merchant of Record; (b) Refunds for paid Offerings are provided at Paddle’s discretion and handled case-by-case (refunds may be denied for fraud or abuse); (c) You may be entitled to a refund if a technical issue prevents or unreasonably delays delivery; for digital content made immediately available, once use begins you waive the right to cancel; subscription-based Offerings may be canceled up to 48 hours before the next renewal date and there are no refunds for unused periods; (d) Sales tax refunds must be requested within 60 days with valid documentation; (e) You agree to contact Paddle or us before initiating a chargeback; fraudulent or meritless chargebacks may result in loss of access; (f) For refund inquiries, contact Paddle Buyer Support or terms@kendricktrade.com.

3.6 Taxes.You are responsible for all applicable taxes.

4. OTHER TERMS & CONDITIONS.
Policies, rules, or guidelines applicable to specific portions or features of the Offerings are incorporated by reference. We may suspend or terminate access for violations and may delete associated data without liability.

5. USER DATA.
User Data means data you or your users upload or provide (e.g., bills of materials, HTS codes, product descriptions, values, origins). Supplier Data means contact details, messages, files, certificates, and other materials provided by your suppliers or third parties in response to your solicitations. User Data and Supplier Data are collectively Customer Materials. Output means system-generated results, including calculations, certificates, reports, comparisons, and AI-assistance summaries based on Customer Materials and our reference data.

5.1 General & License.You retain ownership of Customer Materials. You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and create derivative works from Customer Materials solely to provide, secure, maintain, and improve the Offerings. We may de-identify or aggregate Customer Materials to improve features and performance, provided such results do not identify you or your suppliers.

5.2 Obligations.You are solely responsible for Customer Materials and compliance with all laws. You must maintain your own copies. You agree you will not upload or transmit Customer Materials that are unlawful, infringing, deceptive, or harmful, or that contain malicious code, spam, or attempts to breach security. You represent and warrant that you have provided all notices and obtained all consents required to contact third parties and process Supplier Data, and that you will not upload or request uploads of sensitive personal data unless required and lawfully authorized.

5.3 Output.Output depends on Customer Materials, configuration choices, and referenced datasets and may contain inaccuracies or omissions. We do not guarantee the accuracy, completeness, or legal sufficiency of any Output.You are responsible for verifying Output and for decisions taken in reliance on it. For clarity, Tariff Genie outputs are estimates for planning; Document Solicitation comparisons/AI assistance are review aids, not validations or legal determinations.

5.4 User Data Warranty.You represent and warrant that you own or control all rights in and to the Customer Materials and have the right to grant the foregoing license.

5.5 Retention & Deletion.Customer Materials are retained for up to 5 years as follows: accessible in your account for approximately 1 year, then stored in a secure deep archive for approximately 4 years, after which they are deleted. You can request earlier deletion through your account (where available) or by contacting us, understanding that deletion may disable certain features or records.

5.6 Feedback.Any ideas or suggestions (Feedback) you provide are entirely voluntary, and we may use them for any purpose without compensation.

5.7 Messaging on Your Behalf.You authorize us to send emails and other messages to recipients you specify in Document Solicitation according to your configuration. You acknowledge that you (not Kendrick Trade) are the sender for compliance purposes and you will include any legally required disclosures, opt-outs, or identification. We may suspend messaging we reasonably believe is spam, unlawful, or harmful.

6. THIRD-PARTY WEBSITES.
The Site may link to or reference third-party websites, products, or services. We are not responsible for third-party content, policies, or practices and do not endorse them.

7. COMPANY INTELLECTUAL PROPERTY.

7.1 Ownership.The Offerings and Output (exclusive of Customer Materials contained therein) are the property of Kendrick Trade or its licensors and are protected by law. Reference datasets, rules, and transformations incorporated in the Offerings (excluding Customer Materials) are our intellectual property or used under license. You acquire no ownership rights by using or downloading Content or Output.

7.2 Limitations on Use of Content.Except for a single copy made for personal or internal commercial use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Content from the Offerings without our prior written permission. The foregoing restriction does not apply to Output used by you for its intended, legal purpose. You will not use the Offerings to train machine-learning or AI systems or build competitive datasets or services.

7.3 No Warranty for Third-Party Infringement.We do not warrant that your use of materials displayed on, or obtained through, the Offerings will not infringe rights of third parties.

8. CONFIDENTIAL INFORMATION.
Except for Customer Materials provided through the Offerings, all communications you send to us will be treated as non-confidential and non-proprietary (subject to our Privacy Notice), unless we mutually agree otherwise in writing.

9. DISCLAIMER.
ALL OFFERINGS AND OUTPUT ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITATION: (A) THE OFFERINGS OR OUTPUT MAY NOT MEET YOUR REQUIREMENTS; (B) THE OFFERINGS MAY BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) RESULTS MAY NOT BE ACCURATE, COMPLETE, EFFECTIVE, OR RELIABLE; AND (D) ANY CONTENT OR PRODUCTS MAY BE OUT OF DATE. USE OF THE OFFERINGS AND DOWNLOADING OF ANY CONTENT OR OUTPUT IS AT YOUR OWN RISK.

Tariff Genie and Document Solicitation.Calculations, flags, comparisons, and AI-assistance are advisory tools and may not reflect all applicable rules, exemptions, effective dates, or agency guidance. You are solely responsible for validation and for decisions taken in reliance on any Output.

10. LIMITATION OF LIABILITY & INDEMNIFICATION.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KENDRICK TRADE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOST USE, DATA, BUSINESS, OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY AND UNDER ANY THEORY.

10.1 Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE OFFERINGS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO KENDRICK TRADE FOR THE OFFERINGS GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

10.2 Indemnification.You agree to defend, indemnify, and hold harmless Kendrick Trade and its officers, directors, employees, agents, licensors, and service providers from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys fees) arising from: (a) your use or misuse of the Offerings or Output; (b) your violation of these Terms of Service; (c) your violation of applicable laws; or (d) Customer Materials.

11. TERMINATION OF USE.
You may terminate these Terms by deleting your account and discontinuing use of the Offerings. We may terminate or suspend your access at any time with or without notice for any reason, including breach. Upon termination, your right to use the Offerings ceases immediately. Sections 3, 5, and 7–13, and any unpaid fees, survive termination.

12. DISPUTE RESOLUTION; JURISDICTION; AND CLASS ACTION WAIVER.

12.1 Dispute Resolution and Arbitration Agreement.YOU AND WE AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OF SERVICE, YOUR USE OF THE OFFERINGS, OR ANY OUTPUT WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF PERMITTED AND CLAIMS REGARDING THE VALIDITY, PROTECTION OR ENFORCEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS MUST BE BROUGHT IN COURT. THIS AGREEMENT IS GOVERNED BY THE FEDERAL ARBITRATION ACT.

12.1.2 Prohibition of Class Actions and Non-Individualized Relief.ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF.

12.1.3 Arbitration Rules.Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. The arbitrator may grant whatever relief would be available in court, consistent with these Terms.

12.1.4 Demand for Arbitration.A party intending to arbitrate must send a written Demand for Arbitration to the other party and to the AAA, including the information specified in the AAA Rules. Demands to Kendrick Trade must be sent to: Kendrick Trade, LLC, 12081 W. Alameda Pkwy 415, Lakewood, CO 80228, Attn: Manager, Kendrick Trade LLC.

12.1.5 Fees.Payment of filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated. Each party bears its own costs and an equal share of arbitrator/administrative fees.

12.1.6 Opt-Out Procedure.IF YOU DO NOT WISH TO BE BOUND BY ARBITRATION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS BY MAILING YOUR OPT-OUT NOTICE TO THE ADDRESS ABOVE.

12.2 Amendment to Arbitration Provisions.If we amend this Section 12 in the future (other than to update notice addresses or links), we will notify you at the email on file.

12.3 Venue and Procedure.The arbitration hearing shall be held in Denver, Colorado. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by submission of documents only, subject to the arbitrator’s discretion to require an in-person hearing. In-person hearings may be attended by telephone unless the arbitrator requires otherwise.

12.4 Jury Trial, Governing Law, and Class Action Waiver.IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND KENDRICK TRADE EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS. THIS SECTION 12 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

13. MISCELLANEOUS PROVISIONS.

13.1 International Use.Access outside the United States is at your own risk and responsibility for compliance with local laws.

13.2 U.S. Export Controls.The Offerings may be subject to U.S. export laws. You will comply with all applicable export laws and obtain required approvals before exporting or re-exporting the Offerings.

13.3 Notice to California Residents.California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at the address/number provided by statute.

13.4 Notices.Notices to us must be sent to customerservice@kendricktrade.com or to Kendrick Trade, LLC, 12081 W. Alameda Pkwy 415, Lakewood, CO 80228, Attn: Manager. Notices to you may be sent to the email/address on file and deemed delivered as stated herein.

13.5 No Resale Right.Except for internal commercial use or as otherwise agreed by us, you agree not to resell, reproduce, duplicate, distribute, or commercially exploit the Offerings beyond the rights granted in Section 1.1.

13.6 Force Majeure. We are excused from non-delivery or delay arising from events beyond our reasonable control.

13.7 Severability. If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.

13.8 No Waiver.Our failure to enforce any provision shall not constitute a waiver.

13.9 Entire Agreement.These Terms constitute the entire agreement and supersede all prior agreements regarding the subject matter. To the extent anything in or associated with the Offerings conflicts with these Terms, these Terms control.

13.10 Anti-Spam & Communications.You are responsible for compliance with applicable anti-spam and communications laws when using messaging features (including automated follow-ups). We may throttle, delay, or block messages we reasonably believe are unlawful or harmful.

13.11 Third-Party Services & Data Sources.The Offerings may depend on third-party services or data sources outside our control. Availability, accuracy, and terms for those services or data may change without notice. We disclaim responsibility for third-party acts or omissions.

14. CHANGES TO TERMS OF SERVICE.
We may revise and update these Terms from time to time. If we seek your explicit agreement, modifications are effective when you agree. Otherwise, changes are effective 15 days after posting for current users and immediately for new users. Your continued use after effectiveness constitutes acceptance. If you do not agree, discontinue use.

15. QUESTIONS.
If you have questions about the Offerings or these Terms of Service, please email us at terms@kendricktrade.com.

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