TERMS OF SERVICE — FLUXO DOCUMENTS
These Terms of Service ("Agreement") govern your access to and use of Fluxo Documents, an AI-assisted shipping document review service ("Service") operated by Fluxo Trade LLC, a Florida limited liability company ("Fluxo Trade," "we," "us," or "our"). By creating an account or using the Service, you agree to be bound by this Agreement. If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
Note: Fluxo Trade LLC is pending formation. This Agreement becomes effective upon entity formation and launch date. Prior to entity formation, all references to "Fluxo Trade LLC" refer to the platform operated by its founder pending formal incorporation.
1. DESCRIPTION OF SERVICE; SCOPE LIMITATION
1.1 Fluxo Documents provides AI-assisted review of shipping and trade documents, including but not limited to bills of lading, commercial invoices, packing lists, certificates of origin, and customs declarations. The Service analyzes submitted documents and generates review output identifying potential compliance issues, discrepancies, and items for user attention before customs submission or commercial use.
1.2 The Service is provided for informational purposes only. Fluxo Trade is not a licensed customs broker, freight forwarder, trade attorney, or compliance advisor. Nothing generated by the Service constitutes legal advice, customs advice, or a representation that your documents comply with applicable import, export, or customs regulations at any origin or destination.
1.3 Review output generated by the Service does not constitute and should not be relied upon as a guarantee, certification, or assurance of customs clearance, regulatory approval, or document compliance. Fluxo Trade expressly disclaims any such representation.
1.4 The AI review functionality is powered by third-party large language model technology. Review output reflects probabilistic analysis and is subject to error. You are solely responsible for verifying all output before acting on it.
2. USER RESPONSIBILITIES
2.1 Document Accuracy. You are solely responsible for the accuracy, completeness, and authenticity of all documents you submit to the Service. Fluxo Trade has no obligation to verify the accuracy of submitted documents and assumes no liability for errors or omissions in submitted materials.
2.2 Regulatory Compliance. You are solely responsible for compliance with all applicable import and export laws, customs regulations, sanctions regimes, trade control requirements, and related obligations at all origin and destination jurisdictions. The Service does not relieve you of any such obligation.
2.3 Authority to Submit. You represent and warrant that you have full legal authority to submit each document uploaded to the Service and to grant Fluxo Trade the rights described in Section 3 of this Agreement with respect to all data contained in those documents. If you are a customs broker, freight forwarder, trade agent, or other intermediary submitting documents on behalf of a third party, you represent and warrant that your authority to act for that party extends to the submission of their documents to third-party platforms and the grant of data rights described herein. Fluxo Trade is entitled to rely on this representation without independent verification.
2.4 Third-Party Confidentiality. You are responsible for ensuring that your submission of documents containing third-party commercial information does not violate any confidentiality obligation, non-disclosure agreement, or applicable law.
3. DATA AND DOCUMENT HANDLING
3.1 Document Processing. Documents submitted to the Service are transmitted to and processed by Anthropic's Claude API for the purpose of generating review output. By submitting documents, you consent to this transmission and processing. Anthropic's processing of submitted content is governed by Anthropic's applicable terms and privacy policies.
3.2 Document Retention. Fluxo Trade does not permanently retain uploaded document files in their original form. Review results, extracted data fields, and associated metadata are retained in Fluxo Trade's systems as described in this Section.
3.3 Data Use for Platform Development. You grant Fluxo Trade a perpetual, irrevocable, worldwide license to retain, store, access, analyze, and use data derived from your submitted documents — including but not limited to document fields, trade data, shipment metadata, HS codes, declared values, trade lanes, origin and destination information, counterparty jurisdictions, and review results — for the following purposes: (a) providing, operating, and maintaining the Service; (b) improving and developing platform features and AI review functionality; (c) building, training, and refining Fluxo Trade's internal trade intelligence systems and AI models; (d) informing Fluxo Trade's internal product development across its platform, including financing, risk assessment, and market intelligence tools; and (e) any other internal business purpose related to the operation and development of Fluxo Trade's platform and products.
3.4 Scope of Internal Use. The license granted in Section 3.3 is for Fluxo Trade's internal use only. Fluxo Trade does not sell, license, or otherwise transfer your identifiable document data to unaffiliated third parties for their independent commercial use. This restriction does not apply to: (a) service providers and subprocessors acting on Fluxo Trade's behalf under confidentiality obligations; (b) disclosures required by law, regulation, or valid legal process; or (c) disclosures in connection with a merger, acquisition, or sale of substantially all of Fluxo Trade's assets, provided that the successor entity remains bound by the terms of this Agreement.
3.5 Jurisdictional Notice — Brazilian Users. If you are accessing the Service from Brazil or submitting documents in connection with Brazilian trade, processing of your data is subject to applicable provisions of Lei Geral de Proteção de Dados (LGPD). The legal basis for data processing under Section 3.3 is your informed consent provided at account creation, together with Fluxo Trade's legitimate interest in operating and improving its platform. You may contact legal@fluxotrade.co to exercise applicable rights under LGPD.
3.6 Jurisdictional Notice — EU/EEA Users. If you are accessing the Service from the European Union or European Economic Area, processing of your data under Section 3.3 is conducted on the basis of your consent and Fluxo Trade's legitimate interests under GDPR Article 6(1)(a) and (f). You may contact legal@fluxotrade.co to exercise applicable rights under GDPR including the right to access, rectify, or request erasure of personal data.
3.7 Jurisdictional Notice — Argentine Users. If you are accessing the Service from Argentina, data processing is subject to Ley de Protección de Datos Personales (PDPA). Contact legal@fluxotrade.co for data subject requests.
4. INTELLECTUAL PROPERTY
4.1 User Documents. You retain ownership of all documents you upload to the Service. This Agreement does not transfer ownership of your documents to Fluxo Trade.
4.2 Platform and Output. Fluxo Trade retains all right, title, and interest in and to the Service, the review output generated by the Service, the AI models and review methodology, and all trade intelligence, benchmarks, and analytical products derived from aggregated platform data. Nothing in this Agreement grants you any ownership interest in Fluxo Trade's platform, models, or derived data products.
4.3 License to Process. The data license granted in Section 3.3 is the operative grant for Fluxo Trade's use of your submitted data.
5. ACCOUNTS; ACCESS
5.1 Account Creation. You must create an account to access the Service. You agree to provide accurate registration information and to keep that information current. You are responsible for all activity that occurs under your account.
5.2 Non-Transferability. Accounts are personal to the registered user or entity and are non-transferable. You may not share account credentials or permit third parties to access the Service using your account.
5.3 Suspension and Termination. Fluxo Trade may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Grounds for suspension or termination include but are not limited to: violation of this Agreement, fraudulent activity, suspected misuse of the Service, or non-payment of applicable fees.
5.4 Trial Access. Trial access to the Service is provided at Fluxo Trade's sole discretion. Fluxo Trade may impose a spending cap on trial accounts. If your account reaches the applicable trial spending cap (currently USD $10.00, subject to change), Fluxo Trade may limit or terminate trial access without prior notice. Trial access does not create any entitlement to continued free access.
5.5 Effect of Termination. Upon termination of your account, your right to access the Service ceases. Fluxo Trade's rights to data retained under Section 3.3 survive termination of your account.
6. ACCEPTABLE USE
6.1 You agree not to use the Service to: (a) upload fraudulent, forged, fabricated, or materially altered documents; (b) facilitate or attempt to facilitate customs fraud, smuggling, import/export violations, or evasion of applicable tariffs, duties, or trade controls; (c) evade or circumvent any applicable sanctions, export control regime, or financial crime compliance requirement; (d) upload documents in violation of any confidentiality obligation or applicable law; (e) attempt to reverse engineer, scrape, or extract Fluxo Trade's AI models, review methodology, or platform intelligence; or (f) interfere with or disrupt the Service or its underlying infrastructure.
6.2 Fluxo Trade reserves the right to immediately terminate access and, where appropriate, report suspected fraudulent or illegal activity to relevant authorities.
7. LIMITATION OF LIABILITY
7.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLUXO TRADE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE FEES ACTUALLY PAID BY YOU TO FLUXO TRADE IN THE THIRTY (30) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, FLUXO TRADE'S LIABILITY IS LIMITED TO USD $100.00.
7.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLUXO TRADE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, CUSTOMS DELAYS, CARGO HOLDS, REGULATORY PENALTIES, BORDER DELAYS, DEMURRAGE, LOSS OF BUSINESS, OR ANY OTHER COMMERCIAL LOSS, WHETHER OR NOT FLUXO TRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Basis of the Bargain. The parties acknowledge that the limitations of liability in this Section 7 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. The Service would not be provided without these limitations.
8. GOVERNING LAW; DISPUTE RESOLUTION
8.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any litigation not subject to arbitration under Section 8.2 shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably consents to the personal jurisdiction and venue of those courts.
8.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service that cannot be resolved through good-faith negotiation within thirty (30) days of written notice shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida (or remotely by mutual agreement), before a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
8.3 Class Action Waiver. You waive any right to participate in a class action, class arbitration, or representative proceeding with respect to any claim arising under this Agreement.
8.4 Exceptions. Nothing in Section 8.2 prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.
9. CHANGES TO TERMS
9.1 Fluxo Trade may modify this Agreement at any time. If modifications are material, Fluxo Trade will provide at least fourteen (14) days' prior notice by email to the address associated with your account, or by prominent notice within the Service.
9.2 Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to a modification, you must cease using the Service before the effective date of the change.
10. GENERAL PROVISIONS
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all prior agreements, representations, and understandings.
10.2 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
10.3 No Waiver. Fluxo Trade's failure to enforce any provision of this Agreement does not constitute a waiver of its right to enforce that provision in the future.
10.4 Assignment. You may not assign this Agreement or any rights under it without Fluxo Trade's prior written consent. Fluxo Trade may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
10.5 Contact. Questions regarding this Agreement may be directed to legal@fluxotrade.co.
Fluxo Documents — Terms of Service v1.0
Effective Date: To be confirmed on launch — Florida / Miami-Dade County
Fluxo Trade LLC (pending formation)