INTTRA Legal Terms and Conditions
Updated August 2012
TABLE OF CONTENTS
1. Definitions “Affiliate”
means any entity which Controls, is Controlled by, or is under common Control with Customer or with INTTRA, as applicable.
means the combination of these INTTRA Legal Terms and Conditions and the INTTRA Privacy and Security Policy
, and any referenced addendums, amendments or schedules.
means INTTRA member ocean carriers and other carriers to which INTTRA provides connectivity via the Portal.
means non-public information of either Party, in whatever form that it is disclosed under this Agreement and that (i) is marked as confidential; (ii) if disclosed verbally, is identified as confidential at the time of disclosure; or (iii) by its nature reasonably should be understood to be confidential. Confidential Information may include information regarding a Party’s products, business plans, customers, technology, software, trade secrets, technical data, methodologies, or a third party’s confidential information.
means possession, directly or indirectly, of power to direct or cause the direction of management and operating policies of an entity through the ownership of more than fifty percent (50%) of its voting or equity securities or the maximum allowed by law, contract, voting trust, or otherwise.
, or “Yourself”
means collectively (a) the company or other legal entity defined as the “Customer” in the important message paragraph at the top of this page, and (b) any Affiliate of Customer designated by Customer to make use of the Services under this Agreement, provided that Customer shall be wholly responsible for all actions or omissions by any such affiliated entity in connection with this Agreement.
means the Web-based user interface that provides access to the Portal via the Internet.
means connectivity provided via standardized methodologies and transactions to support the electronic communication of messages between INTTRA’s customers and the Portal, as may be expanded from time to time.
means the INTTRA proprietary information service that provides access to data and benchmarking statistics in the ocean container industry, and which is a service provided by INTTRA to Carriers and Customers, designed to allow a Carrier to provide more efficient services to the Carrier’s customers.
means INTTRA and Customer collectively.
means INTTRA or Customer individually.
means the platform transportation network infrastructure including the Services offered through the Portal that is designed to integrate shippers and logistics providers with multiple member ocean carriers to provide electronic containerized-ocean-transport services via a variety of means, including, but not limited to, the Web and certain proprietary software.
means the services, products, data and information, including OceanMetrics, provided by or through INTTRA or the Portal which may be accessed by Customer via INTTRA Act and/or INTTRA Link.
INTTRA Inc. (“INTTRA
” or “Us
”) operates a platform transportation network infrastructure designed to integrate shippers and logistics providers with INTTRA’s member ocean Carriers to provide electronic containerized-ocean-transport services. The Portal may be accessed via INTTRA Act, INTTRA Link and/or certain other proprietary software. Customer’s access to, and use of the Portal, including the INTTRA Web site is subject to this Agreement
3. Use of the INTTRA Portal and Services
By registering, accessing, browsing, viewing, using, downloading, generating, receiving or transmitting any data, information or messages to or from the Portal, Customer hereby accepts, without limitation or qualification, this Agreement as currently constituted and as may be updated from time to time in accordance with its terms. In the event INTTRA posts changes to the Agreement and/or to the INTTRA Web site, Your continued use of the Portal and/or Services shall constitute Your agreement to such changes. You agree to regularly revisit and review the INTTRA Legal Terms and Conditions and the INTTRA Privacy and Security Policy which is incorporated herein by reference.
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 Agreement incorporates by reference the Terms and Conditions of any Service for which You register or use. In the event of any conflict, the order of precedence shall be (i) THESE INTTRA LEGAL TERMS AND CONDITIONS, AND (ii) THE INTTRA PRIVACY AND SECURITY POLICY.
4. Change of Information and Services
In its sole discretion, INTTRA shall control the appearance, development and operation of the Portal or the Services, INTTRA Act and INTTRA Link. INTTRA shall in its sole discretion set standards for the messaging performance between INTTRA and the Customer. Information on the Portal may be changed and updated without prior notice. INTTRA may also make improvements and/or changes in the Portal, INTTRA Act, INTTRA Link, or the Services, and/or cease to provide any of the foregoing, at any time without prior notice.
5. Fees; Payment Terms
INTTRA reserves the right, for Customer's access to the Portal and use of any Services, to charge a connection fee, maintenance fee, transaction fee, or other fee upon prior written notice of thirty (30) days to the Customer.
6. Intellectual Property 6.1
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, the Services, INTTRA Act and INTTRA Link, separately and as a whole, including all rights in and to databases, 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, INTTRA Link, and/or the Services. INTTRA grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable license in any information and data provided to Customer (including data from third parties), directly or indirectly, by or through the Portal, INTTRA Act, INTTRA Link, and/or the Services (“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, copy, distribute, or use any Portal Data in any form at any time or permit any entity under its Control to cause any distribution, disclosure, or transfer to any third party of: (i) access to the Services; (ii) data and information derived from the Services; or (iii) use of the Services, without INTTRA’s express written consent.
Customer may display or publish such Portal Data to shippers, forwarders, consignees, importers and exporters (“Third Parties”), provided that: (i) any such Third Party has a direct contractual and/or legal interest in and entitlement to such data; (ii) such data is necessary to facilitate completion of Customer’s transactions; (iii) such use is consistent with this Agreement, applicable laws and regulations governing Customer’s use of the Services; and (iv) to the extent such data is Confidential Information, such Third Party is bound by written confidentiality obligations at least as protective as Section 16 below. In no event will You acquire any ownership rights or other interest in any data or database by or through Your use of the Portal, the Services, INTTRA Act, and/or INTTRA Link.
If applicable, for each Customer’s customer seeking access to the Services, data or information, You warrant and represent that You shall have appropriate authority from such Customer to allow INTTRA to obtain, transmit, and use data or other information regarding such Customer in furtherance of this Agreement.
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 omission in the Portal Data or in the data from which the Portal Data is derived. 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.
Unless otherwise noted, everything Customer sees or reads on the Portal, INTTRA Act, INTTRA Link, and/or regarding the Services including, but not limited to, textual, graphical and all other content created by or for INTTRA, is (as between Customer and INTTRA) the property of INTTRA, and is protected by copyright and may not be reproduced, distributed, publicly performed or displayed, transmitted, or used, and related rights except as provided in these INTTRA Legal Terms and Conditions, without written permission of INTTRA. Re-publication or citation of any content generated by the Portal, Services, INTTRA Act and/or INTTRA Link without INTTRA's written consent is expressly prohibited, except as otherwise set forth herein. The Portal, Services, 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.
9. 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 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.
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
Notices of copyright infringement claims should be sent to INTTRA at the address provided in Section 21.
10. Hyperlinked Web Sites
INTTRA makes no warranties or representations whatsoever regarding any other Web sites Customer may access through the Portal and/or the Services. 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 the Customer to take precautions to ensure that whatever is selected for Customer’s use is in all ways suitable and free of viruses and other items of destructive nature.
11. Received Information and Comments
Customer shall not object to, and agrees to allow without limitation, INTTRA’s use or transmission, including to third parties, of any data, including but not limited to information or comments, provided to INTTRA by Customer so long as such transmissions are in accordance with the INTTRA Privacy and Security Policy and/or are in furtherance of INTTRA’s business purposes. 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, data, information or comments provided to INTTRA by Customer, nor will Customer object to INTTRA assigning, transferring or sublicensing use or transmission of such data.
12. Disclaimer of Warranties
INTTRA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE PORTAL, INTTRA ACT, INTTRA LINK, AND OCEANMETRICS AND INCLUDING ANY DOCUMENTS, PORTAL DATA OR OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR THROUGH YOUR INTERACTION WITH THE PORTAL, SERVICES, INTTRA-ACT AND/OR INTTRA-LINK, INCLUDING, BUT NOT LIMITED TO, (i) WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) THE PORTAL, INTTRA ACT, INTTRA LINK, OCEANMETRICS, AND/OR THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR FREE OF ANY VIRUSES. 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, SERVICES, INTTRA ACT AND INTTRA LINK. THE PARTIES AGREE THAT THE PORTAL AND/OR SERVICES IS NOT TO BE USED TO FACILITATE COLLUSION OR OTHER CONDUCT IN VIOLATION OF THE ANTITRUST LAWS OR ANY APPLICABLE COMPETITION LAWS.
13. Limitation of Liability
IN CONSIDERATION OF THE SERVICES PROVIDED BY INTTRA, INTTRA SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS 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 AND/OR SERVICES 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, INTTRA LINK, AND/OR OCEANMETRICS, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, OR BUSINESS INTERRUPTION. THE FOREGOING SHALL APPLY: (A) EVEN IF INTTRA HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY, REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LIABILITY.
IN CONSIDERATION OF THE SERVICES PROVIDED BY INTTRA, THE AGGREGATE CUMULATIVE LIABILITY OF INTTRA IN ANY AND ALL CIRCUMSTANCES, TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION, OR ANY SERVICES, WILL NOT EXCEED USD FIVE THOUSAND $5000.00.
Customer will indemnify, hold harmless, and defend INTTRA, and all of its current and former officers, directors, members, shareholders, agents and employees (the "Indemnified Parties") from any and all Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs)), which arises out of: (a) Customer’s breach of Sections 6, 16 or 19.4 herein, or (b) Customer’s or Customer’s customer use of or access to the Portal, INTTRA Act, INTTRA Link and/or the Services. INTTRA will provide Company with reasonably prompt notice in writing of any Claim. Company will not settle any claim without INTTRA’s prior written consent, which will not be unreasonably withheld.
15. Network Integrity 15.1
As a condition of Customer’s use of the Portal, INTTRA Act, INTTRA Link and/or the Services, Customer agrees not to use the Portal, INTTRA Act, INTTRA Link and/or the Services for any unlawful purpose or any purpose prohibited by these INTTRA Legal Terms and Conditions or the INTTRA Privacy and Security Policy.
As an INTTRA Customer, You agree not to: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Portal, INTTRA Act, INTTRA Link and/or the Services; (ii) post or transmit to the Portal, INTTRA Act, INTTRA Link and/or the Services any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (iii) post or send to the Portal, INTTRA Act, INTTRA Link and/or the Services any information that contains a virus, bug, or other harmful item; (iv) post or transmit into or on the Portal, INTTRA Act, INTTRA Link and/or the Services any information in violation of another party's contractual rights or copyright or other intellectual property rights; (v) take any action which imposes an unreasonable or disproportionately large load on the Portal, INTTRA Act, INTTRA Link and/or the Services infrastructure; (vi) use any device or technology to provide repeated automated attempts to access any portion of the Portal, INTTRA Act, INTTRA Link and/or the Services; (vii) use the Portal, INTTRA Act, INTTRA Link and/or the Services in any manner that could damage, disable, overburden, or impair the Portal, INTTRA Act, INTTRA Link and/or the Services or interfere with any other party's use and enjoyment of the Portal, INTTRA Act, INTTRA Link and/or the Services; (viii) attempt to gain unauthorized access to any Service offered on the Portal, INTTRA Act or INTTRA Link, including, but not limited to, access through other accounts not legally registered to Customer, through any means; (ix) pass User-IDs or passwords to any third party without written consent from INTTRA; (x) use any robot, spider or other automatic device, process or means to access the Portal and/or the Services or use any manual process to monitor or copy content from the Portal for any other unauthorized purpose without INTTRA’s prior express written permission; and (xi) pass INTTRA tracking, booking, shipping instruction, schedules or WEB B/L Information and Documents to any third party outside Customer’s organization, other than those for whom Customer is legally acting on behalf of, without the written consent of INTTRA.
Customer may not obtain or attempt to obtain any information through any means not intentionally provided to Customer by INTTRA. In addition, Customer agrees not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, de-compile, or dissemble any aspect of the Portal, INTTRA Act, INTTRA Link and/or the Services (including any prices or service descriptions) unless specifically authorized by this Agreement or permitted by law despite this contractual prohibition. Actual or attempted unauthorized use of the Portal, INTTRA Act, INTTRA Link and/or the Services may result in criminal and/or civil prosecution.
You acknowledge that INTTRA has the right, but no obligation, to monitor the Portal, INTTRA Act, INTTRA Link and the Services and to disclose any information necessary to operate the Portal, INTTRA Act, INTTRA Link and/or Services, 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 Portal, INTTRA Act, INTTRA Link and the Services, in whole or in part, for any reason.
You agree to comply with all laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding or relating to Your use of the Portal, INTTRA Act, INTTRA Link and/or Services.
16. Confidential Information 16.1
Each Party acknowledges that it may have access to Confidential Information of the other Party and agrees, for the duration of this Agreement and three (3) years thereafter, to hold the other's Confidential Information in confidence. The Parties agree not to disclose each other's Confidential Information to any third party (other than those of its employees or agents under nondisclosure obligations) or to use each other's Confidential Information for any purpose other than as contemplated by this Agreement. Each Party agrees to take commercially reasonable steps, which are at least as stringent as it takes to protect its own Confidential Information, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Section 16.
The obligation in Section 16.1 will not apply to any information which: (i) at the time of disclosure is in the public domain; (ii) after disclosure, becomes part of the public domain, except by breach of this Agreement; (iii) was already in the receiving Party’s possession at the time of disclosure by the disclosing Party; (iv) resulted from the receiving party’s own research and development, independent of disclosure from the disclosing Party; (v) the receiving Party receives from third parties, provided such information was not obtained by such third parties from the disclosing Party on a confidential basis; or (vi) is produced in compliance with applicable law, a court order, in connection with a subpoena or similar legal process, to satisfy a port, state or customs security initiative or reports to government authorities, or produced in compliance with the Privacy and Security Policy.
Within thirty (30) days of termination of this Agreement, each Party will return or destroy all Confidential Information, written and electronic, of the other Party in its possession and will not make or retain any physical or electronic copies of such Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement.
17. 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.
18. Term and Termination of Services
The term of this Agreement shall continue unless terminated in accordance with this Section 18.
Either Party may terminate this Agreement: (i) for any reason upon thirty (30) days’ notice to the other Party; (ii) if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of same; (iii) if the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iv) if the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. Upon termination of this Agreement: (i) INTTRA will immediately cease providing Services and; (ii) any and all payment obligations of Customer under this Agreement shall be due and paid by Customer, if applicable. Sections 6, 12, 13, 14 16, 18, and 19 shall survive after the expiration or early termination of this Agreement.
19. General Provisions 19.1
This Agreement is the entire agreement between the Parties with respect to the subject matter of this Agreement and replaces and supersedes all prior verbal understandings, or written communications or representations, if any, between the Parties regarding this subject matter.
No right or license under this Agreement may be assigned or otherwise transferred by Customer without INTTRA’s prior written consent, which will not be unreasonably withheld. The foregoing notwithstanding, upon written notice to INTTRA, Customer may assign, or otherwise transfer this Agreement to any affiliated entity which Controls, is Controlled by, or is under common Control with Customer, or to the surviving entity as a result of a merger, acquisition or reorganization of all or substantially all of Customer’s assets or stock provided such entity is not deemed by INTTRA to be a direct competitor of INTTRA and agrees in writing it will be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and INTTRA.
All notices shall be in writing and sent by first class mail, overnight mail, courier, or transmitted by facsimile and confirmed by mailing, to the addresses indicated by each Party, and providing at least ten (10) days prior written notice to the other Party. Notice shall be deemed to have been given upon personal delivery (in the case of overnight mail, courier or facsimile) or five (5) business days after being sent by first class mail.
INTTRA is a U.S.-based Customer, and subject to U.S. control laws. Customer acknowledges, agrees, warrants and represents that it will not use the Portal, INTTRA Act, INTTRA Link, OceanMetrics, and/or the Services for the purpose of engaging in any transactions that violates the U.S. control laws. Customer also acknowledges, agrees, warrants and represents that it is not a national of any country subject to U.S. control laws and that it is not a Special Designated National on the U.S. Treasury Department’s list of Specially Designated Nationals.
The waiver by either Party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect.
References in this Agreement to “notice in writing” or “written notice” or other similar reference shall not include electronic or email notice and only hard copy writings are acceptable.
Each Party agrees to bear its own costs relating to the Services, including, but not limited to, costs associated with support, maintenance, testing, interface development and EDI mapping.
This 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.
It is the express will of the parties that this 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.
20. 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.
21. Contact Information
If You have any questions or comments about privacy, the use of the Portal, the Services, INTTRA Act, INTTRA Link, and/or OceanMetrics, You may contact:
1 Upper Pond Rd.,
Morris Corporate Center II, Building D
Parsippany, NJ 07054
By e-mail: email@example.com