Terms and Conditions of Service

These Terms and Conditions of Service constitute a legally binding agreement between Mendiola Customs Brokerage ("Company") and the Client.

1. Definitions

(a) "Company" shall mean Mendiola Customs Brokerage, and its agents, employees, representatives, contractors, and service providers acting on its behalf.

(b) "Client" shall mean the person or entity for which the Company is rendering services, as well as its agents, employees, representatives, and authorized users. Client is responsible for providing notice of these Terms and Conditions to its agents, employees, representatives, and authorized users, and for ensuring their compliance.

(c) "Third Parties" shall include, but not be limited to, carriers, freight forwarders, agents, warehousemen, bonded facilities, cartage companies, customs custodians, government agencies, software providers, hosting providers, payment processors, and others involved in the handling, transportation, storage, release, transmission, processing, or support of merchandise, data, or services.

(d) "Documentation" shall mean all information and materials received directly or indirectly from Client, whether in paper, oral, image, or electronic form, including but not limited to invoices, packing lists, bills of lading, airway bills, certificates, declarations, permits, statements, correspondence, uploaded files, and supporting records.

(e) "Portal" shall mean any web-based portal, application, dashboard, account system, upload interface, automation workflow, software tool, or related digital platform made available by Company in connection with its services.

(f) "Authorized User" shall mean any individual authorized by Client, directly or indirectly, to access or use the Portal or services on Client's behalf.

(g) "Third Party Facilitator" shall mean any freight forwarder, consultant, customs service provider, service bureau, contractor, employee, representative, agent, assistant, secretary, vendor, affiliate, or other third party authorized, permitted, or enabled by Client, directly or indirectly, to create, access, manage, assist with, or use Client's Portal account or related services.

(h) "Freight Forwarder" shall mean a person or entity engaged in the business of dispatching shipments in foreign commerce between the United States, its territories or possessions, and foreign countries, and handling the formalities incident to such shipments on behalf of others.

2. Scope of Services

Company provides customs brokerage and related support services, which may include use of the Portal for communication, document upload, workflow management, data organization, payment processing, and related activities. Client acknowledges that Portal access is provided solely in connection with Company's services and does not create any obligation on Company's part to provide software services independent of those services.

3. Portal Access and Account Security

(a) Client is responsible for maintaining the confidentiality and security of all usernames, passwords, multifactor authentication methods, access codes, and other credentials used to access the Portal.

(b) Client is solely responsible for all activity occurring under its accounts and by its Authorized Users, Third Party Facilitators, or any other persons using credentials, devices, access methods, email addresses, phone numbers, or other contact points associated with Client, whether or not such activity was specifically authorized by Client in each instance, until Company is notified of unauthorized use and has had a reasonable opportunity to act.

(c) Client shall ensure that only properly authorized individuals access the Portal on its behalf. Client shall promptly remove access for any person who is no longer authorized.

(d) Client shall promptly notify Company of any suspected unauthorized access, credential compromise, misuse of the Portal, or other security incident involving Client's account or data.

(e) Company may suspend, restrict, reset, or terminate Portal access at any time if Company reasonably believes doing so is necessary for security, legal, operational, billing, or compliance reasons.

4. Authority of Signer; Binding Effect; Ratification of Account Activity

(a) Any individual who signs a Power of Attorney, agreement, certification, instruction, authorization, or other document on behalf of a Client represents, warrants, and covenants that he or she has full power and authority to execute and deliver such document on behalf of the Client and to bind the Client to its terms.

(b) Client acknowledges and agrees that Company is entitled to rely on any such signature, authorization, instruction, submission, approval, or communication as valid and binding upon the Client without any independent duty to investigate the signer's, submitter's, or user's authority.

(c) If a Portal account, submission, request, upload, or other activity is initiated, created, completed, or assisted by any employee, officer, owner, manager, member, assistant, secretary, consultant, representative, Third Party Facilitator, or other person acting or purporting to act on behalf of Client, and a Power of Attorney or other binding document is thereafter signed on behalf of Client by an authorized individual, such signature shall constitute Client's confirmation, adoption, and ratification of the Portal account, all related submissions and activity, and the authority of the person or persons who created, accessed, used, or assisted with the account or related process on Client's behalf.

(d) Such ratification and authorization shall apply regardless of whether the signer personally created the Portal account, personally accessed the Portal, personally reviewed all account details, or later chooses to create, claim, replace, or supersede the original account with another account or user profile.

(e) By signing a Power of Attorney or other binding document, Client confirms that the persons who created, accessed, used, or assisted with the Portal account or related process on Client's behalf were authorized, or are thereby ratified and authorized, to act on Client's behalf in connection with the matters addressed therein, and Client shall remain fully responsible and bound with respect to all such actions.

5. Responsibility for Authorized Users, Delegated Users, and Account Activity

(a) Client is fully responsible for all acts, omissions, instructions, submissions, approvals, uploads, transmissions, authorizations, communications, and other activity of its Authorized Users, Third Party Facilitators, and any other person accessing or using the Portal, account, email, phone number, device, or other communication channel associated with Client or its account.

(b) All such actions shall be deemed taken on Client's behalf and shall be binding upon Client, whether or not specifically authorized in each instance, unless and until Client provides Company with written notice that such person is no longer authorized and Company has had a reasonable opportunity to act on such notice.

(c) Client shall bear all risk arising from any lack of authority, misuse of credentials, internal miscommunication, delegation, forwarding of access, or unauthorized use within Client's organization or by persons to whom Client has directly or indirectly provided access, information, documents, or credentials.

6. Third Party Facilitator Access

If Client authorizes or permits any Third Party Facilitator to create, access, manage, assist with, or use Client's Portal account or related services, Client acknowledges and agrees that:

(a) such Third Party Facilitator may have access to Client's account details, records, communications, documents, data, and other account information;

(b) such Third Party Facilitator may submit information, upload documents, communicate with Company, provide instructions, make requests, receive notices, and otherwise act on Client's behalf in connection with the Portal and the services;

(c) Company may rely on the acts, omissions, instructions, submissions, approvals, and communications of such Third Party Facilitator as if made directly by Client; and

(d) Client remains fully responsible and liable for all activity conducted by or through any Third Party Facilitator to the same extent as if Client had taken such action directly.

The same standards, authorizations, assumptions, protections, limitations, and allocations of responsibility set forth in these Terms and Conditions shall apply in full to any Third Party Facilitator access or activity.

7. Electronic Communications and Records

Client consents to receive electronically all notices, disclosures, invoices, statements, requests for information, alerts, records, and other communications from Company through the Portal, by email, or by other electronic means. Client agrees that such electronic communications satisfy any legal requirement that communications be in writing.

8. Electronic Acceptance

Client agrees that checking a box indicating acceptance of these Terms and Conditions, clicking to accept these Terms and Conditions, creating an account, submitting information through the Portal, continuing to use the Portal or services after being presented with these Terms and Conditions, or signing any related document electronically constitutes Client's electronic signature, acceptance, and agreement to be bound by these Terms and Conditions to the fullest extent permitted by law.

9. Limitation of Actions

(a) Unless subject to a specific statute, all claims against the Company for a potential or actual loss, damage, penalty, expense, delay, data issue, security incident, or other claim arising out of the services or Portal must be made in writing and received by the Company within ninety (90) days of the event giving rise to the claim. Failure to provide timely written notice shall constitute a complete defense to any suit or action commenced by Client.

(b) All suits against the Company must be filed and properly served as follows:

(i) For claims arising out of the preparation and/or submission of an import entry, within ninety (90) days from the date of liquidation of the entry; and

(ii) For any and all other claims, within two (2) years from the date of the event giving rise to the claim.

10. Information Supplied by Client

Client acknowledges that it is required to review all documents, transmissions, declarations, filings, data fields, and submissions prepared, displayed, organized, transmitted, or filed with any government agency and/or Third Party on Client's behalf, and to immediately advise the Company in writing of any errors, discrepancies, inaccurate statements, or omissions.

Client further acknowledges that Company relies on the accuracy, completeness, and timeliness of information supplied by Client and/or Client's agents, vendors, suppliers, manufacturers, freight forwarders, carriers, Third Party Facilitators, and other representatives. Client shall indemnify, defend, and hold Company harmless from and against any and all claims, liabilities, penalties, fines, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to inaccurate, incomplete, untimely, or false information or Documentation furnished by Client or on Client's behalf.

11. Uploaded Materials and Client Responsibility

(a) Client represents and warrants that it has the right and authority to upload, transmit, submit, and share all Documentation and other materials provided through the Portal or otherwise to Company.

(b) Client remains solely responsible for the content, legality, accuracy, completeness, and adequacy of all Documentation and other materials provided to Company.

(c) Company may rely on any Documentation, instruction, upload, request, submission, or communication received through the Portal, by email, or by other communication channels that reasonably appears to have been provided by Client, an Authorized User, or a Third Party Facilitator.

12. Automated Processing Disclaimer

The Portal and related services may use automated tools, including but not limited to document recognition, text extraction, data organization, data population, validation, or other software-assisted processes, to assist with workflow efficiency. Such tools are intended solely to assist in processing and organizing information. Client remains solely responsible for reviewing all extracted, displayed, populated, transmitted, or submitted information for accuracy, completeness, and compliance before relying on it or authorizing its use.

13. Guidance Disclaimer; Changes in Law

Any guidance, comments, assistance, or communications provided by Company regarding tariff classification, valuation, country of origin, admissibility, trade agreement eligibility, duty rates, trade remedies, other government agency requirements, customs compliance matters, or related issues are provided for general informational purposes in connection with the requested services and shall not be considered legal advice.

Client remains solely responsible for its compliance positions, declarations, records, and business decisions. Company shall not be responsible for changes in statutes, regulations, duty rates, tariffs, taxes, fees, trade remedies, governmental actions, Presidential Proclamations, agency interpretations, or other legal requirements that occur before, during, or after shipment, entry, release, liquidation, or other transaction processing, including any changes affecting duties, taxes, fees, admissibility, or required documentation.

14. Portal Availability and Service Changes

(a) The Portal and related services are provided on an "as available" and "as is" basis.

(b) Company does not guarantee uninterrupted availability, continuous uptime, error-free operation, or that the Portal will be available at all times or free from delays, interruptions, outages, maintenance periods, cyber incidents, or Third Party failures.

(c) Company may modify, suspend, restrict, discontinue, replace, or update any portion of the Portal, its features, workflows, interfaces, or functionality at any time without liability.

(d) Company may offer certain features in testing, beta, pilot, preview, or experimental form. Such features may be changed or discontinued at any time and are provided without any additional warranty.

15. Acceptable Use

Client shall not, and shall not permit any Authorized User, Third Party Facilitator, or third party to:

(a) use the Portal for any unlawful, fraudulent, deceptive, or unauthorized purpose;

(b) upload malicious code, malware, ransomware, or harmful content;

(c) interfere with or disrupt the integrity, security, or performance of the Portal;

(d) attempt to gain unauthorized access to any account, system, network, or data;

(e) copy, scrape, reverse engineer, decompile, disassemble, or attempt to derive source code from the Portal, except to the extent such restriction is prohibited by law; or

(f) use the Portal in any manner that could expose Company, other clients, or third parties to operational, legal, or security risk.

16. Disclaimers; Limitation of Liability

(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services or the Portal.

(b) Company's liability shall be limited to $50.00 per transaction, or the amount of fees paid to Company for the transaction, whichever is less.

(c) In no event shall Company be liable for any consequential, indirect, incidental, exemplary, statutory, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of use, loss of data, business interruption, storage charges, demurrage, detention, liquidated damages, penalties, or damages arising from delay of services, Portal downtime, data issues, or system interruptions.

(d) Client agrees that Company shall not be liable for the acts, omissions, defaults, delays, insolvency, outages, breaches, or other conduct of any Third Party.

(e) Company shall not be liable for any loss, damage, expense, penalty, or delay arising out of events beyond its reasonable control, including but not limited to acts of God, weather events, natural disasters, labor disputes, supply chain disruptions, war, terrorism, civil unrest, governmental actions, internet outages, cyber incidents, utility interruptions, platform failures, hosting failures, or transportation delays.

17. Third-Party Services

Company may use Third Party hosting providers, storage providers, payment processors, communication vendors, document processing vendors, analytics providers, authentication providers, cloud service providers, and other service providers in connection with the Portal and related services. Client acknowledges that portions of the Portal and related services may depend on Third Party systems outside Company's direct control, and Company shall not be liable for delays, outages, errors, data loss, security incidents, or other failures caused by such Third Party systems or services.

18. Intellectual Property and Limited License

The Portal, software, workflows, designs, content, trademarks, branding, and related materials made available by Company are and shall remain the property of Company and/or its licensors. Subject to these Terms and Conditions, Company grants Client a limited, non-exclusive, non-transferable, revocable right to access and use the Portal solely for Client's internal business use in connection with services provided by Company. No ownership rights are transferred to Client.

19. Indemnification

Client agrees to indemnify, defend, and hold Company harmless from and against any and all claims, demands, liabilities, penalties, fines, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to:

(a) the importation, exportation, transportation, storage, or handling of Client's merchandise;

(b) any act or omission of Client or Client's agents, employees, representatives, contractors, vendors, suppliers, manufacturers, carriers, freight forwarders, Authorized Users, or Third Party Facilitators;

(c) any violation of federal, state, local, or foreign law or regulation relating to the merchandise, data, transaction, or use of the Portal;

(d) any inaccuracy, omission, false statement, or failure to disclose material information by Client or on Client's behalf; or

(e) Client's breach of these Terms and Conditions.

In the event any claim, suit, or proceeding is brought against Company, Company may provide written notice to Client at the address or email address on file.

20. No Duty to Maintain Records for Client

Client acknowledges that Company shall maintain only those records required to be maintained by applicable law and regulation and shall not act as Client's recordkeeper or recordkeeping agent unless separately agreed to in writing. Client remains solely responsible for maintaining its own records and complying with all importer, exporter, and other recordkeeping obligations imposed by law.

21. Invoices and Payment

Unless different terms are expressly agreed to by Company in writing:

(a) Company may issue invoices to Client electronically or by any other reasonable method.

(b) Client agrees that all invoiced charges are due upon receipt.

(c) Any unpaid balance may accrue interest at the maximum lawful rate permitted by applicable law.

(d) In any dispute or collection action involving monies owed to Company, Company shall be entitled to recover all costs of collection, including reasonable attorneys' fees, court costs, and applicable interest to the fullest extent permitted by law.

(e) Company may require advance payment of duties, taxes, fees, bonds, shipping charges, storage charges, software-related charges, subscription-related charges, or other amounts prior to undertaking services, transmitting filings, providing Portal access, or arranging release.

(f) Payment of any invoice issued by Company shall constitute Client's confirmation, adoption, and ratification of the authority of the individual or individuals who initiated, requested, authorized, created, accessed, or assisted with the services, account, Portal activity, or related submissions on Client's behalf, and shall further constitute Client's acceptance of Company's Terms and Conditions of Service, as amended from time to time to the extent permitted therein.

22. Suspension or Termination

Company may suspend or terminate Client's access to the Portal or any portion of the services at any time, with or without notice, for nonpayment, suspected fraud, misuse, legal compliance concerns, security concerns, inactivity, or breach of these Terms and Conditions. Suspension or termination of Portal access shall not relieve Client of any payment obligation or other obligation accrued prior to such suspension or termination.

23. Insurance

Company is under no obligation to procure insurance on Client's behalf unless Company expressly agrees to do so in writing.

24. Data Security and Privacy

(a) Company maintains reasonable administrative, technical, and physical safeguards designed to protect Client information against unauthorized access, use, alteration, or disclosure.

(b) Client acknowledges that no website, server, platform, database, transmission method, or electronic system can be guaranteed to be completely secure or free from unauthorized access, misuse, corruption, or loss.

(c) Accordingly, Company does not warrant that Client information will be immune from unauthorized access, loss, misuse, alteration, or disclosure caused by criminal acts, system failures, Third Party service providers, or other circumstances beyond Company's reasonable control.

(d) Company shall not sell Client data in the ordinary course of business. Company may disclose, transfer, process, host, store, or share Client information when reasonably necessary to provide services, operate the Portal, comply with legal obligations, protect Company's rights, investigate misuse, support transactions, or in connection with a merger, acquisition, sale, reorganization, restructuring, financing, or transfer of all or part of Company's business or assets.

(e) In the event of a security incident, Company may take such actions as it deems reasonably necessary to protect the Portal, Client accounts, and data, including suspending access, requiring credential resets, restricting functionality, or engaging third-party response providers.

(f) Company will comply with applicable legal and regulatory obligations in the event of a reportable security incident.

(g) Client acknowledges and accepts the inherent risks associated with the electronic transmission, processing, and storage of information.

25. Privacy Policy

Use of the Portal may also be subject to any separate Privacy Policy, notice, or data practices disclosure made available by Company, as amended from time to time. To the extent applicable, such policy or notice is incorporated herein by reference.

26. Notice of Dispute; Exclusive Forum; Waiver of Jury Trial

Before filing any lawsuit or other formal proceeding arising out of or relating to these Terms and Conditions, the Portal, or the services provided by Company, Client must first provide Company with a written Notice of Dispute describing the nature of the claim and the relief requested. Company and Client shall then have sixty (60) days from receipt of the Notice of Dispute to attempt in good faith to resolve the matter informally.

If the dispute is not resolved within that sixty (60) day period, then any claim, dispute, suit, action, or proceeding arising out of or relating to these Terms and Conditions, the Portal, or the services provided by Company shall be brought exclusively in the state courts located in Hidalgo County, Texas, or, if federal jurisdiction exists, in the federal court serving Hidalgo County, Texas. Client irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or inconvenient forum.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND CLIENT EACH KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE PORTAL, OR THE SERVICES PROVIDED BY COMPANY.

27. No Modification Except in Writing

These Terms and Conditions may not be modified, altered, or amended except by a written agreement signed by both Client and Company. Any attempted unilateral modification shall be null and void.

28. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and any invalid or unenforceable provision shall be enforced to the maximum extent permitted by law.

29. English Language Controls

If these Terms and Conditions are translated into Spanish or any other language, the English-language version shall control in the event of any conflict or inconsistency.