Terms & Conditions

Orchera CARM Proxy AI - Professional Edition | Effective: March 27, 2026

1. Definitions

• "Software" means the Orchera CARM Proxy AI application, including all source code, compiled binaries, configuration files, documentation, and associated resources.
• "Licensee" (also "you") means the individual or organization that has obtained a license to use the Software.
• "Licensor" means Orchera and its authorized representatives.
• "AI Assistant" means the automated processing component that extracts invoice data, performs validation, and prepares draft customs declarations.
• "Declarant of Record" means the licensed customs broker or authorized person who assumes legal responsibility for all declarations submitted to the CBSA.

2. Grant of License

Subject to the terms of this Agreement, the Licensor grants you a non-exclusive, non-transferable, revocable license to install and use the Software on a single machine for the purpose of customs declaration preparation and automation assistance.

3. AI Assistant Disclaimer

The AI Assistant is a tool, not a declarant. The Software performs data extraction, field validation, HS code classification lookups, financial calculations, and declaration drafting in a support capacity only. It does not possess legal authority to:

• File customs declarations on behalf of any person or entity;
• Make binding classification determinations under the Customs Tariff;
• Issue advance rulings under section 43.1 of the Customs Tariff;
• Accept liability for errors, omissions, or misclassifications.

You, the Licensee, are the Declarant of Record under the Customs Act (R.S.C., 1985, c. 1 (2nd Supp.)) for all declarations prepared using this Software. You assume full legal responsibility for the accuracy and completeness of every submission.

4. Human-in-the-Loop Requirement

The Software includes a mandatory Human-in-the-Loop (HITL) approval gate. No declaration is created or transmitted without explicit authorization from a licensed customs broker. Disabling, bypassing, or circumventing the HITL approval gate is a violation of this Agreement.

5. Restrictions

You may NOT:

• Distribute, sublicense, or transfer the Software without written consent;
• Remove or alter any copyright notices, branding, or compliance warnings;
• Use the Software to file declarations directly with CBSA production systems without independent professional verification;
• Use the Software for fraudulent, deceptive, or illegal customs declarations;
• Reverse-engineer the AI processing logic for competing products.

6. Data Ownership

All data processed by the Software - including invoices, declarations, audit trails, and Business Numbers - remains the sole property of the Licensee. The Licensor does not collect, transmit, or retain any Licensee data.

7. CBSA Non-Affiliation

Orchera is not affiliated with, endorsed by, or authorized by the Canada Border Services Agency (CBSA), the Canada Revenue Agency (CRA), or the Government of Canada. The Software is an independent third-party tool.

8. AI Component Limitations

The AI processing component uses locally-hosted models. AI-generated outputs including HS code suggestions, duty rate lookups, and data extraction results are provided as recommendations only and may contain errors. The broker must independently verify all AI-generated data before relying on it for any customs filing.

9. Indemnification

You agree to indemnify, defend, and hold harmless Orchera, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses arising from:

• Your use of the Software;
• Declarations prepared using the Software;
• Violations of this Agreement;
• Violations of any applicable law or regulation.

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR SHALL NOT BE LIABLE FOR PENALTIES, FINES, OR ASSESSMENTS IMPOSED BY CBSA; MISCLASSIFICATION OF GOODS; INCORRECT DUTY OR TAX CALCULATIONS; LOSS OF BUSINESS, REVENUE, OR DATA; OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12. Dispute Resolution

Any dispute arising from this Agreement shall first be submitted to good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding mediation administered by ADR Chambers in Toronto, Ontario. If mediation fails, the dispute shall be resolved by the courts of the Province of Ontario.

13. Changes to Terms

Orchera reserves the right to modify these Terms at any time. Updated terms will be included in new releases of the Software. Continued use of the Software after changes constitutes acceptance.

14. Third-Party Liability

Orchera is not responsible for any actions, penalties, or decisions made by CBSA, CRA, or any government authority based on declarations prepared using the Software.

15. Termination

This license is effective until terminated. The Licensor may terminate this Agreement immediately if you breach any term. Upon termination, you must cease all use of the Software and destroy all copies.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

17. Acceptance

By installing, copying, or otherwise using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.