INTTRA Legal Terms and Conditions

Updated January 10, 2007

TABLE OF CONTENTS

1. Background
INTTRA, Inc. (“INTTRA”, “We” or “Us”) operates a transportation network infrastructure designed to integrate shippers and logistics providers with INTTRA’s member ocean carriers (“Carriers”) to provide containerized-ocean-transport services (“Portal”).  The Portal can be accessed via “INTTRA-ACT”, the Web-based user interface found at the INTTRA Web site and/or via “INTTRA-LINK”, an INTTRA product offering connectivity provided via standardized methodologies and transactions used to support the electronic communication of messages between the INTTRA-LINK user and INTTRA’s transportation network infrastructure.  INTTRA offers You access to data, information, products that may be provided by or through the Portal, INTTRA-ACT and/or INTTRA-LINK, and/or services that may be provided by or through the Portal, INTTRA-ACT and/or INTTRA-LINK ("Services"). (“You”, “Your”, “Yourself”, “User”, or “Customer” shall be synonymous for purposes of this agreement and shall mean the party making use of the Portal.) Customer’s access to, and use of the Portal, including the INTTRA Web site, is subject to these INTTRA Legal Terms and Conditions. INTTRA and Customer are hereinafter also referred to collectively as the “Parties” or individually as a “Party”.

2. Use of the INTTRA Portal
By registering, accessing, browsing, viewing, downloading, generating, receiving or transmitting any data, information or messages to or from the Portal, You hereby accept for Yourself and on Your company's behalf, without limitation or qualification, these INTTRA Legal Terms and Conditions as well as the INTTRA Privacy and Security Policy (collectively the "Portal Agreement") as currently constituted and as may be updated from time to time in accordance with its terms. After INTTRA posts changes to the Portal Agreement to the INTTRA Web site, Your continued use of the Portal shall constitute Your agreement to such changes. Therefore, You agree to regularly revisit and review the INTTRA Legal Terms and Conditions and INTTRA Privacy and Security Policy.  We may also require that You accept other terms and conditions that govern the use of particular Services at the time You register for or use that Service. This Portal Agreement incorporates by reference the Terms and Conditions of any Service for which You register or use.  Any capitalized terms used herein but not defined herein shall have the meanings given such terms in any Terms and Conditions of any Service for which You may register or use.

3. Change of Information and Services
In its sole discretion, INTTRA shall control the appearance, development and operation of the Portal, INTTRA-ACT and INTTRA-LINK. INTTRA shall in its sole discretion set standards for the messaging performance between INTTRA and the Customer. Information on INTTRA-ACT may be changed and updated without prior notice. INTTRA may also make improvements and/or changes in the Services, Portal, INTTRA-ACT and/or INTTRA-LINK, and/or cease to provide any of the foregoing, at any time without prior notice.

4. Intellectual Property
Except as expressly licensed under this Portal Agreement or under separate written agreement with INTTRA, each Party reserves any and all title, right and interests it may have in its trademarks, copyrights and other intellectual property rights. As between Customer and INTTRA, INTTRA shall own all intellectual property rights in the Portal, INTTRA-ACT and INTTRA-LINK, separately and as a whole, including all rights in and to trade secrets, patents, copyrights, trademarks, and know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

INTTRA shall own any data that it creates as a result of or derived from operating the Portal, INTTRA-ACT and/or INTTRA-LINK, and further, Customer shall not object to any use by INTTRA of any such data, except as otherwise provided in this Portal Agreement. INTTRA grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable license under INTTRA’s copyrights in any information and data provided to Customer (including data from third parties), directly or indirectly, by or through the Portal, INTTRA-ACT, or INTTRA-LINK (“Portal Data”), to use that Portal Data solely for Customer’s internal systems processing. Except as expressly licensed in the previous sentence, Customer shall not at any time display, perform, distribute, or use any Portal Data in any form at any time without the express written consent of INTTRA.

5. Errors
While INTTRA has used reasonable efforts to ensure that Portal Data is accurate and up to date, INTTRA is not responsible or liable for any errors, inaccuracies or omissions from the results obtained from the use of any such Portal Data . ALL PORTAL DATA IS PROVIDED "AS IS" WITH NO GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS OF RESULTS OBTAINED FROM THE USE OF THAT PORTAL DATA.

6. Copyright
Unless otherwise noted, everything Customer sees or reads on the Portal, INTTRA-ACT, and INTTRA-LINK, including, but not limited to, textual, graphical and all other content created by or for INTTRA Inc., is (as between Customer and INTTRA) the property of INTTRA Inc., and is protected by copyright and may not be reproduced, distributed, publicly performed or displayed, transmitted, or used, except as provided in these INTTRA Legal Terms and Conditions, without written permission of INTTRA. INTTRA also owns the copyright in INTTRA-ACT as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the content in INTTRA-ACT. Re-publication or citation of any content generated by the Portal, INTTRA-ACT and/or INTTRA-LINK without INTTRA's written consent is expressly prohibited, except as otherwise set forth herein. The Portal, INTTRA-ACT and/or INTTRA-LINK may contain other proprietary notices and copyright information, the terms of which must be observed and followed. INTTRA is a trademark of INTTRA Inc.

Claims of Copyright Infringement
INTTRA respects the intellectual property rights of others, and We ask that everyone using the Portal do the same. Anyone who believes that his or her work has been reproduced on the Portal in a way that constitutes copyright infringement may notify INTTRA's Legal Department by providing the following information:

• Identification of the copyrighted work that You claim has been infringed;
• Identification of the material that You claim is infringing, including a description of where it is located on the Portal so that We can locate it;
• Your address, telephone number and, if available, e-mail address, so that We can contact You about Your complaint; and
• A signed statement that the above information is accurate; that You have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that You are the copyright owner or are authorized to act on the copyright owner's behalf in this situation.

Notices of copyright infringement claims should be sent to INTTRA as follows:

By mail:
INTTRA, Inc.
Attn: Legal Department
1 Upper Pond Rd.,
Morris Corporate Center II, Building D
Parsippany, NJ 07054
USA

By phone: +1 (973) 263 5100
By fax: +1 (973) 263 5969
By e-mail: copyright.compliance@inttra.com

If You give notice of copyright infringement by e-mail or phone, INTTRA's Legal Department will begin investigating the alleged copyright infringement; however, We must receive Your signature by mail or fax before We are required to take any action.  More information about U.S. copyright law can be found at the United States Copyright Office.

7. Hyperlinked Web Sites
INTTRA makes no warranties or representations whatsoever regarding any other Web sites Customer may access through the Portal, INTTRA-ACT and/or INTTRA-LINK. When accessing a non-INTTRA Web site, Customer understands that that Web site is independent from INTTRA and that INTTRA has no control over the content of that Web site. In addition, a link to a non-INTTRA Web site does not mean that INTTRA endorses or accepts any responsibility for the content or the use of such Web site. It is up to Customer to take precautions to ensure that whatever is selected for Customer’s use is free of viruses and other items of destructive nature.

8. Received Information and Comments
Information or data provided to INTTRA by Customer may be used and/or transmitted to third parties in furtherance of INTTRA's business purposes so long as such transmissions are in accordance with the INTTRA Privacy and Security Policy. INTTRA assumes no responsibility and shall not be liable for any loss of, erroneous or unjustified transfer to any third party of, or any third party's unjustified access to or alteration of confidential data or information provided to INTTRA by Customer. You agree that INTTRA may use and/or transmit to third parties without limitation any comments sent to INTTRA regarding or through the Portal, INTTRA-ACT or INTTRA-LINK. Received comments will not be treated as confidential.

9. Third Party Services/Products
You understand that some of the Services provided through INTTRA are provided by third parties (“Third Party Service Providers”).  Third Party Service Providers may provide data, information, and Services including, but not limited to, INTTRA-Tender, advertising and other Services available via the Portal, INTTRA-ACT or INTTRA-LINK.  Customer expressly acknowledges and agrees that Third Party Service Providers are intended third party beneficiaries of this Portal Agreement as it pertains to Customer’s use of Services provided by Third Party Service Providers, and acknowledges and agrees that each Third Party Service Provider shall have the right to enforce this Portal Agreement directly against Customer in its own name with respect to Customer’s use of Services provided by that Third Party Service Provider.

10. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET OUT IN THE PORTAL 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: (a) INTTRA DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU OR ANY OTHER PARTY WITH RESPECT TO ANY DOCUMENTS, ANY PORTAL DATA OR OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, INTTRA-ACT AND/OR INTTRA-LINK;AND (b)INTTRA, ON ITS OWN BEHALF AND ON BEHALF OF CARRIERS AND INTTRA’S SHAREHOLDERS, EMPLOYEES, RELATED PARTNERSHIPS, AFFILIATES, AGENTS, REPRESENTATIVES, SUPPLIERS, PREDECESSORS, SUCCESSORS, AND ASSIGNS (collectively “the INTTRA Parties”), AND THIRD PARTY SERVICE PROVIDERS, SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE PORTAL, INTTRA-ACT AND INTTRA-LINK, AND ANY DOCUMENTS, ANY PORTAL DATA OR OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, INTTRA-ACT AND/OR INTTRA-LINK, INCLUDING, BUT NOT LIMITED TO, (i) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, OR QUIET ENJOYMENT, (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (iii) THAT THE PORTAL, INTTRA-ACT, INTTRA-LINK AND/OR THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE.  THERE IS NO WARRANTY OF TITLE OR OF NON-INFRINGEMENT.

CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR THE USE OF THE PORTAL, SERVICES, PORTAL DATA, DOCUMENTS AND ANY OTHER DATA OR INFORMATION OFFERED BY OR THROUGH THE PORTAL, INTTRA-ACT AND INTTRA-LINK. YOU ACKNOWLEDGE THAT THE PORTAL, INTTRA-ACT AND INTTRA-LINK, AND ANY DOCUMENTS, ANY PORTAL DATA OR OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, INTTRA-ACT AND/OR INTTRA-LINK MAY CONTAIN BUGS, TECHNICAL PROBLEMS OR OTHER LIMITATIONS AND THAT THE PORTAL, INTTRA-ACT, INTTRA-LINK, ANY SOFTWARE AND/OR SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, INTTRA-ACT AND/OR INTTRA-LINK MAY LOSE OR CORRUPT DOCUMENTS AND/OR PORTAL DATA AND OTHER DATA OR INFORMATION FROM TIME TO TIME. INTTRA ASSUMES NO RESPONSIBLIITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, OR USE OF, THE PORTAL, INTTRA-ACT OR INTTRA-LINK OR YOUR DOWNLOADING OF ANY MATERIAL, PORTAL DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PORTAL, INTTRA-ACT OR INTTRA-LINK.

11. Limitation of Liability
IN NO EVENT WILL INTTRA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS PORTAL AGREEMENT OR ANY DOCUMENTS, ANY PORTAL DATA AND OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED THROUGH YOUR INTERACTION WITH THE PORTAL, INTTRA-ACT AND/OR INTTRA-LINK PROVIDED HEREUNDER, AS WELL AS ANY INFORMATION AND DOCUMENTS, ANY DATA OR MESSAGES GENERATED, RECEIVED, TRANSMITTED, DOWNLOADED OR OTHERWISE DISSEMINATED WHICH ARE RELATED TO OR STEM FROM CUSTOMER’S USE OF OR REGISTRATION AT THE PORTAL THROUGH INTTRA-ACT AND/OR INTTRA-LINK, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, OR BUSINESS INTERRUPTION.  NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS PORTAL AGREEMENT, THE AGGREGATE CUMULATIVE LIABILITY OF INTTRA AND ALL OTHER INTTRA PARTIES, AS WELL AS THIRD PARTY SERVICE PROVIDERS, IN ANY AND ALL CIRCUMSTANCES, TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS PORTAL AGREEMENT, ITS TERMINATION, OR ANY SERVICES, WILL NOT EXCEED $500.00.  FURTHER, CUSTOMER UNDERSTANDS INTTRA IS NOT AN AGENT OF AND ASSUMES NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS NOR ANY ASPECT OF THE SERVICES RELATED TO THOSE THIRD PARTY SERVICE PROVIDERS.

THIS SECTION 11 APPLIES: (a) EVEN IF INTTRA HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS PORTAL AGREEMENT, AT LAW, OR IN EQUITY FAIL OF THEIR ESSENTIAL PURPOSE; AND (b) REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, TRADE USAGE OR ANY OTHER CAUSE OF ACTION OR BASIS, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

12. Indemnification
Without limiting the generality or effect of other provisions of this Portal Agreement, as a condition of registration or usage of the Portal, INTTRA-ACT and/or INTTRA-LINK and INTTRA Services, Customer agrees to indemnify, hold harmless, and upon INTTRA’s request to defend the INTTRA Parties against all third party claims, liabilities and damages incurred or allegedly incurred arising out of Customer’s use of the Portal, INTTRA-ACT, INTTRA-LINK, and/or the Services, and engagement in transactions on the Portal, INTTRA-ACT, INTTRA-LINK, and/or the Services.

13. Network Integrity

14. Access to the Portal
In order to access and interact with the Portal, INTTRA-ACT, INTTRA-LINK and/or the Services, 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 Customer’s responsibility.  INTTRA is in no way responsible or liable for Customer’s access to the Internet, including, without limitation, any connection speed issues, bandwidth or latency-related problems, that may affect Customer’s ability to access and use the Portal, INTTRA-ACT, INTTRA-LINK and/or the Services.

15. Termination
INTTRA retains the right to terminate this Portal Agreement and Customer’s access to the Portal through INTTRA-ACT or INTTRA-LINK for any reason at any time without prior notice. Upon termination, Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 16, 17, 18, and 19 of this Portal Agreement shall survive. You have the right to terminate this Portal Agreement upon thirty (30) days written notice to INTTRA. After any termination of this Portal Agreement, You shall have no right to use or otherwise access the Portal.

16. Law and Venue
The Portal, INTTRA-ACT, INTTRA-LINK, the Services, and this Portal Agreement, shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to the conflict of laws rules thereof. Each of the Parties irrevocably submits to the exclusive jurisdiction and venue of the courts of the U.S. District Court for the Southern District of New York and waives any objection to venue in such court.  If such court lacks subject matter jurisdiction, the Parties irrevocably submit to the exclusive jurisdiction and venue of the state courts of New York encompassed within New York County.

17. Language
It is the express will of the parties that this Portal Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

18. General Provisions.
If any provision (or portion thereof) of this Portal Agreement shall be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof. In addition, in the event that any provision (or portion thereof) of this Portal Agreement is determined by a court to be unenforceable as drafted by virtue of the scope, duration, extent, or character of any obligation contained therein, it is the Parties' intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under such applicable law.

INTTRA may assign this Portal Agreement, in whole or in part, at any time with or without notice to You.  You may not assign this Portal Agreement.

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.

INTTRA is a U.S.-based company and subject to U.S. export control laws.  Customer acknowledges, agrees, warrants and represents that it will not use Services, the Portal, INTTRA-ACT and/or INTTRA-LINK for the purposes of engaging in any transaction that violates the U.S. export control laws.  Customer also acknowledges, agrees, warrants and represents that it is not a national of any country subject to U.S. export control laws and that it is not a Special Designated National on the U.S. Treasury Department’s list of Specially Designated Nationals.

Force Majeure.  INTTRA shall not be liable for delays or failures in its performance to the extent such failures or delays result from acts beyond INTTRA’s reasonable control, including, but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, epidemics, embargoes or other similar governmental action.

If You have any questions or comments about privacy, the use of this Web site, the Portal, INTTRA-ACT or INTTRA-LINK, You can contact: