Terms of Service

1. Who We Are; Agreement to These Terms

EntryCert (the "Service") is a software platform operated by SideDrop LLC, a New York limited liability company located in Brooklyn, New York ("EntryCert," "we," "us," or "our"). The Service is available at entrycert.com and its subdomains.

These Terms of Service (the "Terms") are a binding agreement between EntryCert and the business on whose behalf the Service is used ("Customer," "you," or "your"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2. Business Use Only; Authority to Bind

The Service is offered solely for business use by companies that import, distribute, or manufacture consumer products and by their authorized suppliers and service providers. It is not offered to consumers, and consumer-protection laws applicable to consumer transactions do not apply to it.

The individual who accepts these Terms represents that they (a) are at least 18 years old, (b) are acting on behalf of the Customer, and (c) have the authority to bind the Customer to these Terms. If you do not have that authority, you must not accept these Terms or use the Service.

3. The Service; Not a Government Service

EntryCert is a compliance-workflow platform for U.S. consumer-product importers. It helps you collect certificate data from your vendors, validate that data against Consumer Product Safety Commission ("CPSC") rules, file Certificates of Compliance to the CPSC Product Registry under your own CPSC account, generate certificate documents, and hand off filing packets to your customs broker.

EntryCert is independent and privately operated. EntryCert is not affiliated with, endorsed by, sponsored by, or operated by the U.S. Consumer Product Safety Commission, U.S. Customs and Border Protection, or any other government agency. References to the CPSC, its Product Registry, its rules, and its eFiling program describe the government systems the Service interacts with; they do not imply any government relationship, approval, or status.

4. Not Legal or Compliance Advice

The Service is a software tool. Nothing in the Service — including validation results, rule checks, error messages, AI-generated suggestions, documentation, or communications from us — is legal advice, regulatory advice, compliance advice, or customs-brokerage advice, and none of it creates any advisor-client relationship.

Validation against CPSC rules is an aid, not a determination. A certificate passing our checks does not mean it is accurate, complete, lawful, or that the CPSC or any other authority will accept it, and a flagged issue does not mean a filing is defective. You remain solely responsible for your own regulatory compliance, including determining which products require certification, which rules and testing requirements apply, and whether any filing is accurate and lawful. Consult your own attorney, compliance professional, or customs broker for advice.

5. Your Account

You are responsible for all activity under your organization's account, including activity by your employees, agents, and the vendors and other users you invite. You will keep credentials and sign-in methods confidential, ensure that each user's contact email is accurate, and notify us promptly at hello@entrycert.com of any suspected unauthorized access. We may suspend accounts that we reasonably believe are compromised. You are responsible for maintaining the accuracy of the company, certifier, and contact information you provide.

6. Certifier of Record — You File Under Your Own CPSC Account

This section is central to how the Service works, so we state it plainly:

1. You are always the certifier of record. All filings to the CPSC Product Registry are made under your own CPSC certifier account, using registry credentials you supply. EntryCert never certifies any product on your behalf, never files under a shared or platform account, and is not your agent, broker, or representative before the CPSC or any agency.
2. You are solely responsible for every submission. You are responsible for the accuracy, completeness, and truthfulness of all data, certificates, test reports, and other materials submitted through the Service, whether entered by you, your employees, or your vendors, and whether or not the Service's validation or AI features reviewed them. You must review and approve each filing before it is submitted.
3. Filing outcomes are yours. To the maximum extent permitted by law, EntryCert is not liable for the outcome of any filing or failure to file, including rejections by the CPSC Product Registry, shipment holds or delays at any port, examination or added scrutiny by any agency, storage, demurrage, or other logistics costs, civil or criminal penalties, recalls, import refusals, or any other regulatory or commercial consequence.
4. Your credentials. You represent that the CPSC registry credentials you supply are your own and that you are authorized to use them. We use them only to submit and manage filings you initiate.

7. AI-Assisted Features

The Service includes optional AI-assisted features, such as lab-report analysis that suggests citations, matches laboratories, and extracts fields from documents you upload. These features produce suggestions only:

• Every AI output requires human review and confirmation before it becomes part of any certificate or filing. The Service is designed so that no AI output reaches a filing without a person accepting it.
• AI outputs may be incomplete, inaccurate, or wrong. We make no warranty of any kind as to the accuracy, completeness, or fitness of any AI output, and you must independently verify anything an AI feature suggests before relying on it.
• You are responsible for anything you confirm. A confirmed suggestion is your data and your submission, exactly as if you had typed it yourself.

8. Your Data — Ownership, License, Export, Deletion

You own your data. As between you and EntryCert, you retain all rights, title, and interest in the data you and your invited users submit to the Service — vendor, product, and certificate data, lab-report and other uploaded documents, shipment and filing records, and account information (collectively, "Customer Data").

Our license is limited to running the Service. You grant us a non-exclusive, worldwide license to host, store, process, transmit, display, and back up Customer Data solely as needed to provide, secure, support, and improve the Service, to comply with law, and as you otherwise direct (for example, filing to the CPSC Product Registry or sharing a broker handoff link). We do not sell Customer Data and do not use one customer's data to serve another. Customer Data is isolated per organization, and within your organization each vendor can access only its own records.

Free export. You may export a complete copy of your organization's data at any time, self-serve and free of charge. We will never gate export behind a plan, fee, or support ticket.

Deletion. Upon termination of your subscription and your written request, we will delete your organization's Customer Data — database records and stored files — in accordance with our data-lifecycle practices, subject to the export window in Section 14, residual copies in routine encrypted backups (which age out on the backup schedule), and records we are legally required to retain. Deletion is permanent. Note that anything already filed with the CPSC resides in the CPSC's own Product Registry, which we do not control; deletion from the Service does not and cannot remove records the government retains.

9. Vendor and Third-Party Data

Much of the data in the Service originates from your vendors, factories, laboratories, and other third parties you work with. You are responsible for having the rights and permissions necessary for that data to be submitted to and processed by the Service, and for its accuracy. EntryCert does not verify the authenticity of vendor-supplied documents, including lab reports, and is not responsible for false, forged, inaccurate, or incomplete materials supplied by your vendors or other third parties. Disputes between you and your vendors, laboratories, brokers, or other partners are between you and them.

10. Fees, Billing, and Taxes

• Subscriptions. The Service is sold as a monthly subscription in tiers described at purchase. Fees, tier limits, and features are those stated in your checkout or order flow at the time you subscribe, and your subscription renews automatically each billing period until cancelled.
• Payment via Stripe. Payments are processed by Stripe through Stripe-hosted checkout and billing pages. We do not receive or store your full payment-card details. Your use of Stripe's pages is also subject to Stripe's terms.
• No refunds. Except where a refund is required by applicable law, all fees are non-refundable and non-creditable, including for partial billing periods, unused capacity, or downgrades. Cancelling stops future renewals; it does not refund the current period.
• Changes to fees. We may change subscription pricing with at least 30 days' notice; changes apply from your next renewal after the notice period.
• Late or failed payment. If payment fails or is overdue, we may suspend the Service after notice until payment is made (see Section 14).
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, other than taxes on our income.

11. Acceptable Use

You will not, and will not permit anyone using your account to:

• submit false, misleading, or fraudulent data, certificates, or test reports, or use the Service in connection with any unlawful filing or activity;
• misrepresent your identity, your authority, or your relationship to any certifier account or credentials;
• probe, scan, penetration-test, or otherwise test the security of the Service without our prior written consent, or interfere with or disrupt the Service or its infrastructure;
• attempt to access another customer's data, circumvent access controls or usage limits, or share broker handoff links beyond their intended recipients;
• reverse engineer, copy, resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted by these Terms;
• upload malicious code or use the Service to send spam or unlawful communications; or
• use the Service to build a competing product.

We may investigate suspected violations and may suspend or terminate access as described in Section 14.

12. Third-Party Services and Links

The Service interacts with systems we do not control, including the CPSC Product Registry and its eFiling API, Stripe, email delivery providers, and your customs broker's recipients of handoff links. We are not responsible for the availability, performance, decisions, or acts of any third party or government system, including Registry outages, API changes, or processing delays. Broker handoff links are secure, expiring links you choose to share; you are responsible for sharing them only with intended recipients.

13. Our Intellectual Property; Feedback

The Service — including its software, design, validation rule implementations, documentation, and the EntryCert name and logo — is owned by SideDrop LLC and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription in accordance with these Terms. No rights are granted except as expressly stated; we reserve all others. If you send us feedback or suggestions, we may use them without restriction or obligation to you.

14. Term, Suspension, and Termination

• Term. These Terms apply from your first acceptance or use of the Service and continue while you have an active account.
• Cancellation by you. You may cancel your subscription at any time, effective at the end of the current billing period.
• Suspension by us. We may suspend your organization's access, or specific users or features, if: payment is overdue after notice; we reasonably believe you have violated Section 11 (Acceptable Use) or Section 6 (Certifier of Record); your use threatens the security, integrity, or availability of the Service or other customers; or suspension is required by law. Where practicable we will give notice and an opportunity to cure before suspending.
• Termination by us. We may terminate these Terms for material breach that remains uncured 30 days after notice, or immediately for fraudulent or unlawful filings, security abuse, or non-payment continuing after suspension. We may also discontinue the Service or your access with at least 60 days' notice, in which case we will refund any prepaid fees covering the period after discontinuation.
• Export window. For at least 30 days after termination or expiration (except termination for your fraud or unlawful use), we will make your data export available so you can take a complete copy. After the export window, we may delete Customer Data, and will delete it on your written request, as described in Section 8.
• Survival. Sections that by their nature should survive — including 6, 8 (ownership), 9, 10 (amounts owed), 13, and 15 through 20 — survive termination.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENTRYCERT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT VALIDATION RESULTS OR AI OUTPUTS WILL BE ACCURATE OR COMPLETE; OR THAT ANY FILING WILL BE ACCEPTED BY THE CPSC OR ANY OTHER AUTHORITY. NO ORAL OR WRITTEN INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties; in that case the above exclusions apply to the maximum extent permitted.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION — INCLUDING SHIPMENT DELAYS, PORT HOLDS, DEMURRAGE, REJECTED OR REFUSED ENTRIES, RECALLS, OR REGULATORY PENALTIES — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. Liability cap. ENTRYCERT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FROM ALL CLAIMS AND ALL THEORIES OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO ENTRYCERT FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
3. Scope of exclusions. The exclusions and cap above do not apply to the extent liability cannot be excluded or limited under applicable law (such as liability for a party's fraud, willful misconduct, or gross negligence where such limits are not permitted), and do not limit your payment obligations under Section 10 or your indemnification obligations under Section 17.
4. Basis of the bargain. These limitations are a fundamental basis of the bargain between the parties and apply notwithstanding the failure of any limited remedy.

17. Indemnification

You will defend, indemnify, and hold harmless EntryCert, SideDrop LLC, and their members, managers, officers, employees, and agents from and against any third-party or governmental claim, demand, investigation, proceeding, fine, penalty, loss, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) any data, certificate, test report, or other material you or your users submit through the Service, including its accuracy, completeness, or truthfulness; (b) data or documents supplied by your vendors, factories, laboratories, or other third parties; (c) your filings with, or obligations to, the CPSC, U.S. Customs and Border Protection, or any other authority, including any violation of law or regulation; (d) your breach of these Terms, including Sections 6, 9, and 11; or (e) your products, including any product-safety claim. We will give you prompt notice of any such claim and reasonable cooperation at your expense; you may not settle a claim in a way that imposes obligations on us without our written consent.

18. Dispute Resolution — Arbitration, Class-Action Waiver, Governing Law

Please read this section carefully. It requires individual arbitration of most disputes and waives class actions and jury trials.

• Informal resolution first. Before filing any claim, the party with the dispute will send a written description to the other (for us: hello@entrycert.com), and both parties will try in good faith to resolve it within 30 days.
• Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court for intellectual-property infringement or unauthorized access to the Service.
• Class-action and jury waiver. All disputes will be arbitrated on an individual basis only. NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, and the arbitrator may not consolidate claims of multiple parties. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL to the extent a dispute proceeds in court.
• Governing law and venue. These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. For any matter not subject to arbitration, the state and federal courts located in New York County or Kings County, New York have exclusive jurisdiction, and each party consents to personal jurisdiction there.
• One-year limitation. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrues, or it is permanently barred.

19. Changes to These Terms or the Service

We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email to your account contact or by prominent notice in the Service before the changes take effect; non-material changes (such as clarifications) may take effect on posting with an updated "Last updated" date. Your continued use of the Service after a change takes effect constitutes acceptance; if you do not agree, your remedy is to stop using the Service and cancel before the change takes effect. We are continuously improving the Service and may add, change, or remove features, provided we do not materially reduce the core functionality of your paid subscription during a paid period without notice.

20. General Terms

• Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets with notice to us. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of government (including CPSC or Registry outages or changes), natural disasters, war, terrorism, labor disputes, internet or utility failures, and third-party service failures.
• Entire agreement. These Terms, together with your order or checkout terms and any policies expressly referenced here, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. Terms in your purchase order or vendor-onboarding forms do not apply, even if acknowledged.
• Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full effect — except that if the class-action waiver in Section 18 is held unenforceable as to a particular dispute, the arbitration provision is void as to that dispute only.
• No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later. Waivers must be in writing.
• Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or fiduciary relationship, and no third-party beneficiaries.
• Notices. We may send notices to your account owner's email address; you will keep it current. Legal notices to EntryCert must be sent to hello@entrycert.com.
• Export and sanctions. You may not use the Service in violation of U.S. export-control or sanctions laws, and you represent that you are not on any U.S. government restricted-party list.

21. Contact

Questions about these Terms: hello@entrycert.com

EntryCert is operated by SideDrop LLC, Brooklyn, New York, USA.