Home > > TERMS OF INTTRA-TENDER USE AGREEMENT

TERMS OF INTTRA-TENDER USE AGREEMENT

Updated July 3, 2007

This Agreement sets out the terms and conditions upon which You shall be entitled to have electronic access to a proprietary data processing application offered by INTTRA Inc. known as INTTRA-Tender (the "Application").   The Application supports the exchange and processing of electronic messages and data ("Data") related to the negotiation of ocean tenders between shippers and carriers (the "Licensed Use") through use of proprietary tools, processes and technology of INTTRA and its application service provider(s).  You may wish to receive services, directly or indirectly from certain Ocean Carriers and will identify such Ocean Carriers for participation in the utilization of the Application in connection with the Licensed Use (a "Tender Participant").  Any obligation that you may have to provide and/or receive Data is as between you and the Tender Participant.

ALL REFERENCES TO "YOU," OR "YOUR", OR "CUSTOMER" IN THIS AGREEMENT SHALL MEAN THE ORGANIZATION ON BEHALF OF WHOM YOU ARE ENTERING INTO THIS AGREEMENT (the "TENDER CUSTOMER"), AND BY CLICKING THE "OK" BUTTON AND REGISTERING FOR THE USE OF THE APPLICATION YOU REPRESENT AND WARRANT (A) THAT YOU ARE CURRENTLY EMPLOYED BY OR ARE AN AGENT OR AUTHORIZED REPRESENTATIVE OF SUCH ORGANIZATION, (B) THAT YOU HAVE THE AUTHORITY AND LEGAL ABILITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION, AND (C) THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.   IF YOU ARE UNABLE TO AGREE TO THESE CONDITIONS, DO NOT PROCEED WITH YOUR REGISTRATION AS A TENDER CUSTOMER OF INTTRA-TENDER.

  1. Role of Customer: Once You have completed the documents and process necessary to gain access to the Application, including your acceptance of the terms of this Agreement, (collectively, the "Registration Documents") and have been accepted by INTTRA as an eligible registrant on INTTRA-Tender (a "Tender Customer"), INTTRA shall issue to You a set of unique identification numbers and an INTTRA generated organization number ("Tender Agreement Number").  In addition INTTRA shall be permitted to create a Tender Customer profile containing the information submitted in the Registration Documents (the "Tender Customer Profile").  As a Tender Customer, you shall be permitted to input/send Data, in a pre-defined format, to the Application.  This Agreement does not, by itself, grant to Tender Customer any further right to access, copy, use, modify, sublicense, distribute, transfer or transmit any Data accessed on or through the Application.

  2. Registration: INTTRA will verify your registration by contacting the receiver of the tender you specify in the registration process.

  3. Acceptable Use Policies Applicable to INTTRA Websites: In addition to the terms and conditions of this Agreement, access and use of any website operated by INTTRA or any of INTTRA's application service providers by You and by any individual Organization Administrator or User is subject to INTTRA's Website Legal Terms and Conditions as currently constituted and as may be updated from time to time in accordance with its terms.  After INTTRA posts such changes to the INTTRA website, Your continued use of the Application or Portal shall constitute Your agreement to such changes. Therefore, You should regularly review the current INTTRA Website Legal Terms and Conditions.  By registering as a Tender Customer, You are agreeing to these Terms of Use on behalf of both your organization and any Organization Administrator or User who may be granted access to a website subject to the Terms of Use as a result of this registration.   In the event of any conflict between this Agreement and the INTTRA Website Legal Terms and Conditions, the terms and conditions of this Agreement shall govern to the extent necessary to resolve any conflict. 

  4. Change of Information and Services: In its sole discretion, INTTRA shall control the appearance, development and operation of the Application. INTTRA shall in its sole discretion set standards for the messaging performance and data exchange between INTTRA, the Tender Customer and the Tender Participant.  Information on Application may be changed and updated without prior notice.  INTTRA may also make improvements and/or changes in the Application at any time without prior notice.

  5. Tender Customer Profile: By completing the Registration Documents, You represent and warrant that all information contained in Your Tender Customer Profile is accurate as of the date of submission.   You further agree to keep your Tender Customer Profile updated at all times during your interaction with the Application.  You agree to indemnify and hold INTTRA harmless from and against all claims, damages and costs suffered by INTTRA arising from any error in the Tender Customer Profile You submit to INTTRA or any failure by You to update Your Tender Customer Profile upon a change in the information required by the Tender Customer Profile. 

  6. Privacy Policy:  All personally identifiable information submitted by You in your Registration Documents shall be treated by INTTRA in accordance with INTTRA's Privacy and Security Policy then in effect, as posted at inttra.com.    In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of INTTRA's Privacy and Security Policy, the terms and conditions of this Agreement shall govern to the extent necessary to resolve any conflict.  Data submitted by You shall only be provided to the specific Tender Participant(s) that have been selected by You for participation in INTTRA-Tender.  INTTRA will not provide Your Data to any other Tender Participants or Tender Customers.

  7. Passwords and Access Codes:  You agree that all passwords, access codes, user identification numbers or other security or authorization items issued to You (the "Codes") are confidential information to be shared with Your authorized personnel and contractors solely on a "need to know" basis.  You agree to take all reasonable precautions to protect the security of the Codes and to prevent unauthorized disclosure or use thereof.  If You become aware of any unauthorized access or use of the Codes, You will immediately notify INTTRA.  At no time shall a User access the Application using the Codes of another User.

  8. Submission of Data: As a Tender Customer you shall be permitted to submit Data to the Application in accordance with the following:

    a. INTTRA will use commercially reasonable efforts to advise You if any data interchange is rejected or fails but shall have no liability for any failure to do so at any time;
    b. Unless this Agreement is terminated pursuant to Section 20 below, Data stored in the Application will be available on-line for a period of twelve (12) months following receipt and then is overwritten with new Data;
    c. By submitting Data to the Application You grant to INTTRA all necessary rights to copy, store, translate, publish and provide access to the Data to those parties required for the Licensed Use of the Application.
    d. You agree that in no circumstances will INTTRA be liable to You for any claim of any nature relating to any use that the Tender Participant makes of the Data available through the Application and that any restrictions on the use of that Data are personal as between You and the Tender Participant.

  9. Ownership of Data: All Data accessible through the Application is, and shall continue to be, owned exclusively by the rightful holders of the copyright in that Data who have granted to INTTRA the express or implied right to process the Data in connection with the services provided by INTTRA through the Application and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights. Nothing contained in this Agreement shall be construed as granting to INTTRA or to You, or acknowledging, any ownership right by INTTRA or You in the Data. Under no circumstances will You acquire any ownership rights or other interest in any Data solely by virtue of being a Tender Customer as provided in this Agreement and You shall indemnify and hold-harmless INTTRA from any damages, costs, expenses or losses suffered by INTTRA in connection with any claim by a third party relating to Your use of the Data.

  10. Access to the Application:  In order to access and interact with the Application, Tender Customer must be able to operate and maintain the necessary software and hardware, including, without limitation, Web browser software and appropriate communications infrastructure.  Acquiring, installing, maintaining and operating any software and hardware needed to do so is solely Tender Customer's responsibility.  INTTRA is in no way responsible or liable for Tender Customer's access to the Internet, including without limitation any connection speed issues, bandwidth or latency-related problems, that may affect Tender Customer's ability to access and use the Application.

  11. Network Integrity:

    a. Prohibited Acts. As a Tender Customer, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Application; (ii) post or transmit to the Application any unlawful, fraudulent, harassing, libelous, or obscene Information of any kind; (iii) post or send to the Application any Information that contains a virus, bug, or other harmful item; (iv) post or transmit into or on the Application any Information in violation of another party's copyright or intellectual property rights; (v) take any action which imposes an unreasonable or disproportionately large load on the Application infrastructure; or, (vi) use any device or technology to provide repeated automated attempts to access any portion of the Application.
    b. Right to Regulate. You acknowledge that INTTRA has the right, but no obligation, to monitor the Application and to disclose any information necessary to operate the Application, to protect INTTRA, and INTTRA customers and licensors, and to comply with legal obligations or governmental requests. INTTRA reserves the right to refuse to post or to remove any information in the Application, in whole or in part, for any reason.
    c. Law Compliance. You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your use of the Application.

  12. Linked Sites: Certain portions of the Application may contain links to other websites not controlled by INTTRA ("Linked Sites").  You acknowledge that INTTRA neither endorses nor assumes any responsibility for any Linked Sites or the content thereon.  Use of any Linked Sites is entirely at Your own risk.

  13. No Other Warranties:  EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR UNLESS AS OTHERWISE SET OUT IN A WRITTEN AGREEMENT BETWEEN YOU AND INTTRA PURSUANT TO WHICH INTTRA HAS, FOR GOOD AND VALUABLE CONSIDERATION, MADE EXPRESS REPRESENTATIONS AND WARRANTIES TO YOU THAT REMAIN IN FORCE, INTTRA DOES NOT, BY VIRTUE OF YOUR REGISTRATION AS A TENDER CUSTOMER, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU OR ANY OTHER PARTY WITH RESPECT TO ANY DATA OR ANY SOFTWARE OR RELATED SERVICES PROVIDED THROUGH YOUR INTERACTION WITH THE APPLICATION, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY.  WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY ARE EXPRESSLY EXCLUDED AND DISCLAIMED.  YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE APPLICATION MAY NOT BE FREE OF INTERRUPTIONS AND THAT THE SOFTWARE, DATA AND CONTENT MAY CONTAIN BUGS, ERRORS, TECHNICAL PROBLEMS OR OTHER LIMITATIONS AND THAT THE APPLICATION MAY BE UNAVAILABLE FROM TIME TO TIME AND MAY LOSE OR CORRUPT DATA FROM TIME TO TIME.

  14. Limitation of Liability: UNLESS AS OTHERWISE EXPRESSLY SET OUT IN A WRITTEN AGREEMENT BETWEEN YOU AND INTTRA WHICH INTTRA HAS ENTERED INTO FOR GOOD AND VALUABLE CONSIDERATION, IN NO EVENT SHALL INTTRA, ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY LOSS OF DATA OR INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR GOODWILL OR ANY OTHER PECUNIARY LOSS INCLUDING ANY "BENEFIT OF THE BARGAIN" DAMAGES OR SIMILAR CLAIM) THAT MAY ARISE OUT OF OR RESULT FROM YOUR INTERACTION WITH THE APPLICATION, ANY ELECTRONIC AGREEMENT OR OTHER CONTRACT ENTERED INTO BETWEEN YOU AND THE CUSTOMER OR ANY THIRD PARTY, OR THE USE OR INABILITY TO USE OR ACCESS THE APPLICATION, ANY DATA OR ANY SOFTWARE OR RELATED SERVICES.  THIS SECTION SHALL APPLY EVEN IF INTTRA HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF THE APPLICABLE DAMAGES OR LIABILITY OCCURRING, REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE FORESEEABLE OR UNFORESEEABLE, AND REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES AND MAY NOT BE ENFORCEABLE IN CERTAIN JURISDICTIONS.

  15. Contacting INTTRA: Should You desire to contact INTTRA, you may do so at: The INTTRA Inc., 1 Upper Pond Rd., Morris Corporate Center II, Building D, Parsippany, NJ 07054, USA. Phone: (973) 263-5100. Fax: (973) 263-5916 Attention:  Contract Administration.

  16. Location & Interpretation: The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement shall be governed and construed by the laws of the State of New York applicable to contracts fully performed within that State. In the event that any suit, action or other legal proceeding shall be instituted under or in connection with this Agreement, each of the parties hereto agrees to submit, and hereby submits to the jurisdiction of the United States District Court for the Southern District of New York, and further agrees to comply with all the requirements necessary to give such court jurisdiction. All matters arising hereunder shall be determined in accordance with the law and practice of such court.

  17. Equitable Relief: You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to INTTRA or its licensors and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, INTTRA and its licensors will be entitled to injunctive relief for any breach of this Agreement.

  18. Severability: In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

  19. Entire Agreement and Amendments: Except for any addendum, exhibits, or supplemental letter agreements entered into by the parties relating to INTTRA-Tender (all of which are hereby made expressly subject to the terms and conditions of this Agreement), this Agreement constitutes the entire agreement between You and INTTRA pertaining to the subject matter hereof. INTTRA may amend this Agreement from time to time and shall send written notice of such amendment to the designated contact email address set out in Your Tender Customer Profile.  Failure by You to provide confirmation of Your acceptance of the amended Agreement in the manner specified may result in suspension of your access to the Application. 

  20. Termination: Either Party, in its sole and absolute discretion, may terminate the Agreement at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, You agree to cease all use of, and further attempts to access, the Application and, upon request by INTTRA, to return all Information in your possession relating to the Application, and all copies thereof. Notwithstanding any other Section in this Agreement, in the event of termination of this Agreement: (i) INTTRA shall have no obligation to retain any information or Data beyond ninety (90) days from the date of termination, (ii) if requested in writing by Tender Customer within ninety (90) days of the date of termination, INTTRA will deliver to Tender Customer a copy of all Data in an "as is" format, and (iii) upon delivery of any such Data or upon ninety (90) days from termination, whichever occurs first, INTTRA may permanently delete all such Data from its information systems and shall have no further obligation to store such Data.

  21. Survival of Certain Provisions: Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.

  22. Waiver: No delay or omission to exercise any right or remedy accruing to INTTRA upon any breach or default by You shall constitute a waiver by INTTRA of any breach or default.

  23. Headings: All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.