Terms of Service

0. Agreement to these Terms

These Terms of Service (the Terms) form a binding agreement between Tiana and Co. LLC, a New York limited liability company (“Tiana & Co.,” “we,” “us,” or “our”), and the person or entity that purchases or uses the Service (“you,” “your,” or the “Customer”).

By checking the acceptance box at checkout, or by accessing or using any part of the Service, you agree to these Terms. If you are agreeing 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.

If you do not agree to these Terms, do not purchase or use the Service.

These Terms incorporate by reference our Privacy Policy and Refund Policy, each of which forms part of this agreement.

PLEASE READ SECTION 13 (DISCLAIMERS), SECTION 14 (LIMITATION OF LIABILITY), SECTION 15 (INDEMNIFICATION), AND SECTION 18 (DISPUTE RESOLUTION) CAREFULLY. THEY LIMIT OUR LIABILITY TO YOU, REQUIRE YOU TO INDEMNIFY US IN CERTAIN CIRCUMSTANCES, AND AFFECT HOW DISPUTES BETWEEN US ARE RESOLVED, INCLUDING BY WAIVING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1. Definitions

• “Service” means the Tiana & Co. website at www.tiana-co.com, the products described in Section 3, and the Outputs.
• “Output” means any report, screening result, formatted data file, summary, or other material generated by the Service and delivered to you.
• “Customer Data” means information you submit to the Service, including supplier names and identifiers, product descriptions, manufacturing details, testing information and feedback.
• “HS code” means a 6-digit code of the Harmonized Commodity Description and Coding System, the internationally standardized product nomenclature maintained by the World Customs Organization.
• “HTSUS code” means the 8- or 10-digit United States Harmonized Tariff Schedule code used on a customs entry, which extends the HS code with U.S.-specific detail and determines duty rates and statistical reporting.
• “Government Sources” means the third-party governmental databases, lists, publications, and datasets consulted in producing an Output, as identified in that Output.

2. Eligibility and business use only

The Service is offered solely for business and commercial purposes and is not intended for personal, family, or household use. By using the Service, you represent and warrant that:

(a) you are at least 18 years old and have the legal capacity to enter into this agreement;

(b) you are purchasing and using the Service in the course of a trade or business, and not as a consumer;

(c) you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and you are not a person or entity identified on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List, the BIS Entity List or Denied Persons List, or the UFLPA Entity List; and

(d) all information you provide at checkout, including your email address and business identity, is accurate and complete.

We may refuse, suspend, or cancel any order at our discretion, including where we have reason to believe a representation in this Section is inaccurate.

3. What the Service is

Tiana & Co. is an on-demand, pay-per-report research, screening, and data-formatting tool for small importers. Each purchase is a single one-time transaction. There is no subscription, and nothing auto-renews.

The following products are currently offered:

3.1 Supplier Screening Report

A cited research report containing two checks against publicly available U.S. government sources, based on the supplier name and identifiers you submit:

(a) Forced-labor check — a search of published forced-labor source material, including the UFLPA Entity List and U.S. Customs and Border Protection Withhold Release Orders, for the supplier names and identifiers you provide.

(b) Sanctions check — a search of published U.S. sanctions source material, including the OFAC Specially Designated Nationals and Blocked Persons List, the OFAC Consolidated Sanctions List, and the non-OFAC constituent lists of the U.S. Consolidated Screening List, for the supplier names and identifiers you provide.

What this product is: an aggregation and summary of what specified public Government Sources published as of the snapshot date stated on the report.

PDF copy. The report is also delivered as a downloadable PDF reproducing the on-screen report, including its citations, source dates, and disclaimers. The PDF is a point-in-time record and is never updated. Every limitation in these Terms — in particular Sections 4.4, 4.5, and 11 — applies to the PDF and to any copy of it, however and to whomever it is transmitted.

What this product is not: it is not a sanctions or export-control compliance program, not a substitute for your own due diligence, and not a determination that any supplier, shipment, or transaction is lawful, permissible, or admissible into the United States. It does not screen you, your customers, your financial institutions, or any party other than the specific names you submit.

Tariff nomenclature content. Where this report references an HS code, that reference reflects an HS code you selected or supplied, used by us only as a lookup key for identifying potentially applicable safety rules. See Section 3.3 for how HS code search works and what it is not. Nothing in this report is a classification opinion, a customs ruling, or advice as to the correct classification, valuation, duty rate, or admissibility of any merchandise. You are solely responsible for determining the correct classification of your merchandise.

3.2 Certificate paperwork (CPSC Product Registry data)

A tool that takes product and certificate data you enter and formats it into a CSV file (.csv) laid out to match the official CPSC bulk-upload schema, together with disclaimers and notes intended to accompany a handoff to your licensed customs broker. Where the data allows, it also arranges the same data into a draft of the certificate itself — a General Certificate of Conformity or Children’s Product Certificate laid out on the elements 16 CFR 1110.11 requires — for you, as certifier, to review, complete and issue. Data you enter includes data read, at your request and behind an explicit consent step, from a certificate, test report or invoice you add, which you then confirm on the form; the document itself is discarded after that read and is not stored.

What this product is: a data-formatting utility. It arranges information you provide into an official template layout and returns that file to you.

What this product is not: it is not a certificate of compliance (a certificate draft is not a certificate until you, the certifier, issue it), not a substitute for the testing or evidentiary basis that a General Certificate of Conformity (“GCC”) or Children’s Product Certificate (“CPC”) legally requires, and not a submission on your behalf. We do not transmit, file, upload, or submit anything to CPSC, U.S. Customs and Border Protection (“CBP”), or any other agency. You or your licensed customs broker are solely responsible for reviewing the output, deciding whether to submit it, and submitting it.

Template source and version. The file layout is derived from a single published schema — the CPSC bulk-upload template accompanying the CPSC User Guide for CSV Upload — and does not vary based on the data you enter. Each generated file states the guide version and the date on which it was retrieved. This template is for uploading certificate data to the CPSC Product Registry. It is not, and does not produce, an ACE entry transmission; the record layouts used by a filer to transmit at entry are a separate specification, and a file built to this template will not satisfy them. Published schemas and their required fields change without notice. A file generated on one date may not conform to the schema in effect when you submit it. We use reasonable efforts to track updates to the published guide, but we do not warrant that any generated file reflects the current version, and you are responsible for verifying, at the time of submission, that the file matches the schema then in effect. We have no obligation to notify you that a file generated previously has become outdated.

Handoff notes. Any notes accompanying a generated file describe what the file contains and identify matters to raise with your licensed customs broker or, if you file your own entries, with your own filing personnel. They are not instructions to any filer, not a filing recommendation, and not advice as to what should be declared, classified, or submitted. Your filer exercises independent judgment over the filing. Nothing in the Service assists with, or constitutes guidance on, the preparation or transmission of a customs entry.

Your data, your file. A generated file contains only data you entered. We do not verify, validate, correct, or assess the accuracy of that data, whether any required field has been completed correctly, or whether the resulting file will be accepted by any system or agency.

Certifier responsibility. You acknowledge that under applicable law the certifier — the manufacturer or importer — is legally responsible for the truth and accuracy of a GCC or CPC and for maintaining the underlying test records. Formatting data does not transfer that responsibility to us, and we make no assessment of whether your product has been properly tested, whether the correct safety rules have been identified, or whether any certificate you issue is accurate or complete.

Certificate draft. A certificate draft contains only data you entered, arranged on the elements 16 CFR 1110.11 lists; a line marked to complete stands wherever you entered nothing. It is issued, if at all, by you. We do not verify that your product was tested, that the laboratory named is accepted by CPSC, or that the rules cited are the correct ones; we do not sign, issue, certify, file, upload, or transmit it; and a marketplace, broker, or agency that receives it receives your certificate, not ours. The certifier-responsibility paragraph above applies to it in full.

3.3 Certificate check (“Which safety certificate does my product need?”) — free

A free tool that helps you identify federal agency requirements a product may be subject to at import. It covers three agencies: whether a product may be subject to a CPSC certification requirement, and if so whether a General Certificate of Conformity or a Children’s Product Certificate is the applicable certificate type; whether a device may need FCC equipment authorization, and if so whether Certification or a Supplier’s Declaration of Conformity is the procedure generally associated with it; and whether FDA food facility registration, prior notice of imported food, the Foreign Supplier Verification Program, or drug or medical device establishment registration and listing may apply.

Other agencies. For some product categories the tool also names another agency that commonly regulates that category at import, such as USDA, EPA, DOT, TTB, or FDA for cosmetics. Those entries are general pointers drawn from published CBP reference material. They are not an analysis of your product and not a determination that any requirement of that agency does or does not apply.

How HS code search works. Entering an HS code is optional. You may either enter an HS code you already have, or search the published tariff nomenclature by keyword. Keyword search returns entries from the published nomenclature whose official text matches your search term. It does not analyze, classify, or make any determination about your merchandise. You select which HS code, if any, describes your goods. We use the HS code you select solely as a lookup key, because CPSC indexes its eFiling requirements by HS code.

What this product is: a lookup and routing aid that (i) searches published tariff nomenclature text, (ii) checks an HS code you select against published CPSC source material, and (iii) maps answers you provide about your product to the certificate type, equipment authorization procedure, or registration, listing, and notice requirements generally associated with those answers under the CPSC, FCC, and FDA rules it cites.

What this product is not: it is not a classification opinion, service, or aid as to the correct classification of your merchandise; not a duty, tax, valuation, or landed-cost calculation; not an HTSUS code or any part of a customs entry; not a determination that any certification, authorization, registration, or other agency requirement does or does not apply to your product; and not a certificate, equipment authorization, registration, listing, or prior notice of any kind. Only CBP can issue a binding classification ruling under 19 C.F.R. Part 177, and a licensed customs broker or attorney determines the HTSUS code used on an actual filing.

Limits of a negative result. If the tool does not identify an applicable rule, that means only that no rule matched the sources checked, for the answers you provided and the HS code you selected (if any), as of the stated source date. It is not a determination that no certification, authorization, or registration requirement applies to your product. An incorrect HS code selection, an incorrect answer, a rule not present in the sources checked, or a product falling under a rule indexed differently will each produce a result that does not reflect your actual obligations. Do not treat a negative result as authorization to import without the certification, authorization, or registration that may be required.

Limits of exemption and carve-out coverage. The tool checks only the specific exemptions, exclusions, and agency determinations expressly named in its output. Others exist. A result stating that no listed carve-out applies is not a statement that no carve-out exists.

No fee, same terms. This tool is provided free of charge. These Terms — including Sections 4, 5, 6, 11, 13, 14, 15, and 18 — apply to it in full, and its results are “Outputs” as defined in Section 1. Provision without charge does not create any warranty, guarantee, or heightened duty of care, and does not waive any limitation in these Terms.

3.4 Supplier request (“Which documents do I need from my supplier?”) — free

A free tool that generates a template you send your supplier to request the compliance data you need to import, organized by stage and by the U.S. agency that may regulate the product.

What it is: a document-generation aid that assembles a request for data and documents the supplier already holds, in the supplier’s language where available, in sections by product type.

What it is not: it is not a determination of which agencies or rules apply to your product; not advice on how to comply; not a classification; and not a filing or certificate. Which agencies apply depends on what the product is, and a licensed customs broker or the agency confirms it — listing a section is not a statement that it applies.

Your responsibility: you choose what to send and are responsible for the request’s content and any data you receive and use. The pack does not verify anything a supplier provides.

No fee, same terms: Sections 4, 5, 6, 11, 13, 14, 15, and 18 apply in full.

3.5 Paid deliverable packages

Certain free tools — the customs-hold check (“Shipment stuck at customs?”) and the document check (“Do my shipping documents match?”) — offer a paid, one-time deliverable package: an assembled, formatted document set built from information you provide and, for the customs-hold check, the notice and documents you upload. The tool’s answer on screen is free; the assembled package is the paid product.

What it is: a document-assembly and formatting aid that arranges your own information — a cover or summary, an organized copy of the documents you provided, and notes citing the public rules referenced — into a package for you to hand to a licensed customs attorney, a customs broker, or a marketplace, as applicable.

What it is not: it is not legal, customs, or compliance advice; not a filing, a certificate, or a submission on your behalf; and not a determination or guarantee of any outcome — including that a shipment will be released, that a detention response will succeed, or that a marketplace will accept a listing. The CPC check (“Will the marketplace accept my certificate?”) is free and offers no package; where its result points to reissuing the certificate, the paid product is the certificate paperwork under Section 3.2. The CPC check is not affiliated with, endorsed by, or connected to any marketplace, and does not have access to any marketplace’s internal review criteria.

Delivered immediately; nothing stored. The package is built in your browser and downloaded at the time of purchase. We store only the email you provide at checkout (for the payment receipt) and the payment reference — no details of the case, notice, documents, shipment, or listing are stored. Because nothing is stored, the package cannot be re-issued, re-downloaded, or re-accessed after the download session ends. Keep the downloaded file; if you need it again, run the tool and purchase again. This is a deliberate design choice to keep your data with you.

Same terms: Sections 4, 5, 6, 8, 11, 13, 14, 15, and 18 apply in full. Because the package is a digital deliverable made available immediately, it is non-refundable once delivered, as described in Section 8 and the Refund Policy.

3.6 Changes to the product lineup

We may add, modify, or discontinue products at any time. Discontinuing a product does not affect Outputs already delivered to you.

4. What the Service is not: no customs brokerage, no legal advice, no reliance

4.1 Not a licensed customs broker. Tiana & Co. is not a licensed customs broker and does not hold a customs broker license under 19 U.S.C. § 1641 or 19 C.F.R. Part 111. We do not conduct customs business on your behalf. We do not transact with CBP, file entries, make entry, or advise on the classification, valuation, rate of duty, admissibility, or entry of merchandise. A licensed customs broker or attorney makes the actual filing decisions and submissions.

4.2 Not legal advice. Nothing in the Service or any Output is legal advice, and no attorney-client relationship is created. Outputs are research and informational materials.

4.3 No guarantee of outcome. Nothing in any Output constitutes a guarantee, warranty, or assurance that goods will clear customs, that a shipment will not be detained, excluded, seized, or subjected to a withhold release order, that a product complies with any regulation, that a supplier is free of forced-labor or sanctions risk, or that any penalty, fine, or enforcement action will be avoided.

4.4 Limits of a negative result. A result reading “no match found,” “could not corroborate,” “could not confidently resolve,” or similar language means only that no match was found in the specific Government Sources consulted, as of the snapshot date stated on that Output. It is not a statement that no risk exists, that a supplier is trustworthy, or that a transaction is lawful. Screening against public lists cannot detect unlisted entities, aliases, transliteration variants, shell or successor entities, undisclosed subsidiaries or subcontractors, upstream supply-chain participants, or risk that has not been publicly reported.

4.5 Point-in-time snapshot. Government Sources change frequently and without notice. Every Output reflects the state of those sources on its stated snapshot date only. We have no obligation to update, monitor, re-screen, or notify you of any change after delivery, and you should not treat an Output as current beyond that date.

4.6 You retain all compliance obligations. You remain solely and fully responsible for compliance with all laws applicable to your imports, including the Uyghur Forced Labor Prevention Act, U.S. economic sanctions administered by OFAC, the Consumer Product Safety Act and Consumer Product Safety Improvement Act, and all CBP requirements. Certain of these regimes impose strict liability — meaning you may be liable regardless of intent or good faith. Use of the Service does not satisfy, reduce, or shift any legal duty you owe, and does not establish reasonable care, due diligence, or a defense in any enforcement proceeding. You agree not to represent to any regulator, court, counterparty, or marketplace that use of the Service constitutes a compliance program or satisfies any diligence obligation.

4.7 Independent judgment. You agree to exercise your own independent judgment, and to consult a licensed customs broker, attorney, or other qualified professional, before making any import, sourcing, certification, or business decision. You agree that you are not relying on Tiana & Co. for any such determination.

5. Automated and AI-assisted generation

Outputs are produced using automated systems, which may include artificial intelligence and large language models, applied to data retrieved from Government Sources and to Customer Data. The free certificate check uses no language model at all — it is fully deterministic. In the paid report, every verdict is produced by deterministic code; only the per-check narrative paragraph is model-generated.

That paragraph is checked by code before it is delivered and discarded if it claims verification the underlying sources do not support, characterizes overall risk in its own words, or refers to a citation number that does not exist. A discarded paragraph is replaced by the deterministic finding text. These are three specific guards, not a general accuracy review: nothing checks that a generated sentence is supported by the source it sits beside, and no automated check guarantees that text you submitted is never reproduced.

You acknowledge that automated systems can and do produce errors, including incorrect summaries, mischaracterized findings, omitted results, false matches, missed matches, and inaccurate or non-existent citations. Outputs are not reviewed by a human before delivery.

You are responsible for independently verifying every material statement, finding, and citation in an Output against the underlying Government Source before relying on it. Each Output identifies its sources so that you can do so.

6. Your responsibilities and warranties

You represent, warrant, and agree that:

(a) Accuracy. You are solely responsible for the accuracy, completeness, and legality of all Customer Data, including supplier names and identifiers, product descriptions, manufacturing details, and testing information. Outputs depend entirely on what you submit; incorrect, incomplete, or ambiguous input will produce unreliable results.

(b) Right to submit. You have all rights, consents, and lawful bases necessary to submit the Customer Data to us and to have us process it, including with respect to any information relating to an identifiable individual (such as the name of a sole proprietor or an individual contact at a supplier).

(c) No prohibited purpose. You will not use the Service, or any Output, to harass, defame, disparage, coerce, or unlawfully disadvantage any supplier or other party.

(d) Verification. You will independently verify any material finding before acting on it.

(e) Underlying evidence. For the certificate paperwork, you have or will obtain the testing, records, and evidentiary basis legally required to support any certificate you issue, and the data you submit accurately reflects that basis.

7. Optional free-text context

Where the Service offers an optional free-text field in which you describe your own situation, concern, or reason for asking, that text is used only to shape how an Output’s narrative is framed. It never changes what is checked, which sources are consulted, or how a finding is characterized, and it is never reproduced verbatim in a delivered Output. Attempting to use such a field to influence a finding is a breach of these Terms.

8. Payment, taxes, and refunds

8.1 Pricing and charges. Payments are processed by Stripe, Inc. under its own terms. We do not store full payment card numbers. Each Output is a single one-time charge at the price displayed at checkout. Prices may change at any time, but a change does not affect an order already placed.

8.2 Refunds. Refunds are governed by our Refund Policy, incorporated by reference.

8.3 Payment disputes. If there is a problem with an order, we ask that you contact support@tiana-co.com first and give us a reasonable opportunity to resolve it. Most issues are resolved faster and more completely this way than through a card dispute. Nothing in these Terms limits, waives, or conditions any right you have under applicable law or under the rules of your card network or bank to dispute a charge.

We may suspend or terminate access to the Service where we reasonably determine that an account is being used fraudulently or abusively.

9. Access to Outputs, retention, and security

9.1 Access links. A purchased Output is accessed through a private link — a long, randomly generated web address — displayed after payment and sent to the email address you provide at checkout.

9.2 Expiration and re-access. Access links expire after the period stated at the time of purchase (currently 60 days). We retain the underlying record and can re-issue an expired link upon verification of the email address on file, through the re-access page for that product.

9.3 Your responsibility for links. Anyone who has the link can view the Output. You are responsible for keeping your access link confidential, for maintaining an accurate and secure email address on file, and for all access obtained through your link or email address. Email-based verification is a convenience mechanism, not a high-assurance security control; do not submit information you cannot accept being disclosed if your email account is compromised.

9.4 Retention. We retain Output records and Customer Data for 12 months after purchase, after which they may be deleted, and for any longer period required by law. You may request deletion as described in our Privacy Policy, subject to our legal retention obligations.

9.5 Security. We use commercially reasonable measures to protect the Service. We do not warrant that the Service is free from unauthorized access, and you should not submit trade secrets or highly sensitive information to the Service.

10. Privacy and data protection

Our handling of Customer Data is described in our Privacy Policy. To the extent you submit information relating to identifiable individuals, you act as the controller (or business) and we act as processor (or service provider) on your documented instructions, and you warrant that you have a lawful basis for the processing.

11. Confidentiality of Outputs and restrictions on redistribution

This Section protects you as much as us. Please read it.

Outputs may name suppliers and characterize publicly reported information about them. Because Outputs are generated from automated searches of public sources, they may contain errors, including false matches to the wrong entity.

Accordingly, you agree that Outputs are provided for your internal business use only, and that you will not publish, post, distribute, or otherwise disclose an Output — in whole or in part — to any person other than your own personnel, your licensed customs broker, and your professional advisors, each of whom must be bound to the same restriction. In particular, you will not:

(a) publish or post an Output publicly, including on any marketplace, forum, or social platform;

(b) provide an Output to a supplier’s competitor, customer, or counterparty for the purpose of disadvantaging that supplier;

(c) state or imply that Tiana & Co. has concluded that any named party has engaged in forced labor, sanctions evasion, or other unlawful conduct; or

(d) resell or redistribute Output content, or hold the Service out as your own screening infrastructure.

If you believe an Output contains a factual error about a third party, contact support@tiana-co.com and we will review it and, where appropriate, correct the record.

12. Intellectual property, license, and acceptable use

12.1 Our IP. We own the Service, its underlying methodology, templates, report formats, software, and the “Tiana & Co.” name and marks. Nothing in these Terms transfers ownership of any of it.

12.2 Your license. Subject to these Terms and payment, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use each Output for your internal business purposes.

12.3 Your data. You retain ownership of Customer Data. You grant us a license to use it to provide the Service, and, in de-identified and aggregated form that does not identify you or any supplier you submitted, to operate and improve the Service.

12.4 Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

12.5 Acceptable use. You will not: attempt to access another customer’s Output; probe, scan, scrape, reverse-engineer, overload, or interfere with the Service or its underlying systems; use automated means to access the Service except as we expressly permit; circumvent access controls or usage limits; use the Service to develop a competing product; or use the Service for any unlawful purpose.

13. Disclaimers

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY LAW, TIANA & CO. DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL 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, TIMELY, SECURE, OR ERROR-FREE; ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; ANY GOVERNMENT SOURCE IS ACCURATE, COMPLETE, OR CURRENT; ANY SHIPMENT WILL CLEAR CUSTOMS; OR ANY PRODUCT, SUPPLIER, OR TRANSACTION COMPLIES WITH ANY LAW.

WE ARE NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, AVAILABILITY, OR TIMELINESS OF ANY GOVERNMENT SOURCE OR ANY OTHER THIRD-PARTY SERVICE, INCLUDING STRIPE AND OUR HOSTING AND EMAIL PROVIDERS.

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

14. Limitation of liability

14.1 Exclusion of indirect damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, TIANA & CO. WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Excluded categories.

WITHOUT LIMITING SECTION 14.1, WE WILL NOT BE LIABLE FOR: A SHIPMENT BEING DELAYED, DETAINED, EXCLUDED, SEIZED, OR SUBJECTED TO A WITHHOLD RELEASE ORDER; ANY FINE, PENALTY, DUTY, TAX, OR ASSESSMENT; ANY ENFORCEMENT ACTION OR INVESTIGATION; ANY RECALL; ANY MARKETPLACE SUSPENSION OR DELISTING; ANY LOST SALE OR TERMINATED SUPPLIER RELATIONSHIP; OR ANY OTHER CONSEQUENCE OF YOUR IMPORT, SOURCING, CERTIFICATION, OR BUSINESS DECISIONS, WHETHER OR NOT THOSE DECISIONS RELIED ON AN OUTPUT.

14.3 Aggregate cap.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

14.4 Carve-outs. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or death or personal injury caused by negligence.

14.5 Independence and essential purpose. Each limitation in this Section applies independently. If any limitation is held unenforceable, the remaining limitations remain in full effect. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.6 Basis of the bargain. You acknowledge that the pricing of the Service reflects the allocation of risk in Sections 13 and 14, and that we would not offer the Service at these prices without it.

15. Indemnification

You will defend, indemnify, and hold harmless Tiana & Co. and its members, managers, officers, employees, contractors, and agents from and against any third-party claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost, and expense (including reasonable attorneys’ fees) arising out of or relating to:

(a) your Customer Data, including its inaccuracy, incompleteness, or unlawfulness, or your lack of rights to submit it;

(b) your use of the Service or any Output, including any import, sourcing, certification, or business decision you make;

(c) any certificate, filing, declaration, or submission you make to any agency, whether or not it incorporates an Output;

(d) your breach of these Terms or violation of any law; or

(e) your publication, disclosure, or redistribution of an Output in breach of Section 11, including any claim by a supplier or other third party named in an Output.

We will notify you of the claim, give you control of the defense (except that you may not settle in a way that imposes liability or admission on us without our consent), and reasonably cooperate at your expense.

16. Suspension and termination

We may suspend or terminate your access to the Service, in whole or in part, immediately and without liability, if we reasonably believe you have breached these Terms, that your use poses a security or legal risk, or that continued service would violate applicable law, including sanctions law. You may stop using the Service at any time. Sections 4, 6, 8.2, 9.3, 11, 12.1, 12.4, 13, 14, 15, 17, 18, and 19 survive termination.

17. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date reflects the current version. Material changes will be posted at least 7 days before they take effect, and, where we have your email address, sent to that address. Changes apply prospectively only and do not alter the terms governing an Output you already purchased. Purchasing or using the Service after a change takes effect constitutes acceptance of the updated Terms.

We maintain prior versions of these Terms, each with a digest identifying its exact text, in the Terms archive. When these Terms are accepted, that acceptance is recorded against the digest of the version then in force.

18. Governing law and dispute resolution

18.1 Governing law. These Terms and any dispute arising out of them or the Service are governed by the laws of the State of New York, without regard to conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution first. Before filing a claim, you agree to contact support@tiana-co.com with a written description of the dispute and to negotiate in good faith for at least thirty (30) days.

18.3 Venue. Any dispute not resolved informally is subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and both parties consent to personal jurisdiction and venue there. Either party may bring an individual claim in a small-claims court of competent jurisdiction.

18.4 Class action waiver.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

18.5 Jury trial waiver.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

18.6 Limitations period.

ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY LAW.

19. General

19.1 Entire agreement. These Terms, together with the policies incorporated by reference, are the entire agreement between us regarding the Service and supersede all prior understandings. Any purchase order or other terms you issue are of no effect.

19.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full effect.

19.3 No waiver. Our failure to enforce a provision is not a waiver of it.

19.4 Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

19.5 Force majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of government, changes in law, outages of Government Sources or third-party providers, natural disasters, and network failures.

19.6 Independent contractors. No partnership, joint venture, agency, fiduciary, or employment relationship is created by these Terms.

19.7 No third-party beneficiaries. These Terms create no rights in any third party.

19.8 Notices. We may send notices to the email address on file. You may send notices to support@tiana-co.com. Where written legal notice is required, it may also be served on Tiana and Co. LLC at its registered address on file with the New York Department of State.

19.9 Headings. Headings are for convenience only and do not affect interpretation.

19.10 Interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter.

20. Contact

Tiana and Co. LLC
Email: support@tiana-co.com

End of Terms.