GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION-RELATED SERVICES (“TERMS”)
(Formerly known as the INTTRA Website Legal Terms and Conditions, INTTRA Legal Terms and Conditions, or INTTRA Legal Terms)
UPDATED DECEMBER 30, 2020
PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY VENDOR WEBSITE AND/OR THE SERVICES, AS DEFINED BELOW. BY DOING ANY OF THE FOLLOWING: REGISTERING FOR VENDOR OR CONTINUED USE OF THE SERVICES, YOU (A) AGREE TO THE TERMS ON BEHALF OF THE BUSINESS THAT YOU REPRESENT (“YOU” or “CUSTOMER”) (INDIVIDUAL CONSUMER USE OF THE SERVICES IS PROHIBITED), (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF SUCH ORGANIZATION TO AGREE TO THESE TERMS, AND (C) AGREE TO USE ELECTRONIC SIGNATURES, AND TO BE SUBJECT TO THE PROVISIONS OF THE U.S. E-SIGN ACT (I.E. THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (ESIGN, PUB.L. 106-299, 14 STAT. 464, ENACTED JUNE 30, 2000, 15 U.S.C. CH. 96)). IF THESE STEPS ARE NOT WHAT YOU INTEND, OR IF YOU DO NOT FULLY UNDERSTAND AND AGREE WITH THESE TERMS AND CONDITIONS, WHICH INCLUDE A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, AND SELECTION OF GOVERNING LAW AND CHOICE OF FORUM (INCLUDING MANDATORY ARBITRATION INSTEAD OF COURT), THEN DO NOT ACCESS ANY VENDOR WEBSITE OR USE THE SERVICES.
“Affiliate” means an entity that is directly or indirectly owned or controlled by a party. For purposes of this definition, “control” refers to the power to direct the management or affairs of an entity and “ownership” refers to the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
“Agreement” means the combination of these Terms and any referenced addendums, amendments, exhibits, Order Forms, schedules, SOWs, and/or other contract documents.
“Alliance Intermediary” means a third party that has a contract with Us permitting such action on behalf of customers, that You identifies who may act as an intermediary on Your behalf, such as sending and receiving Transaction Data, for interacting with the Services and Platform.
“Carrier” means a third-party ocean carrier participant and other freight carriers to which Vendor provides connectivity via the Services and Platform.
“Confidential Information” means any non-public information that is marked or otherwise designated in writing as confidential at the time of disclosure, or absent a marking that a reasonable person would expect to be confidential under the circumstances, and which is disclosed by a party to the other party.
“Container Transaction” (formerly Transacted Containers) means each individual container handled via the Platform via any means, such as referenced in a booking request, referenced on an eVGM submission, etc. An individual container is counted as a Container Transaction each time it is referenced in a Service. For example, the same container referenced on a booking request, shipping instruction, and eVGM submission will count as three Container Transactions.
“Content” means any data sourced or created by Us (independently or with another party’s assistance) for inclusion in services provided by Us to customers or published, including without limitation, port codes, restricted party lists, harmonized commodity codes, etc. Content may be derived from proprietary, third-party, and/or publicly-available data.
“Customer”, “You”, “Your”, or “Yourself” means collectively you and the company or other legal entity you represent defined as the “Customer” in the paragraph at the top of this page, and, if permitted, any Affiliate of Customer designated by Customer to make use of the Services under this Agreement, provided that Customer is wholly responsible for all actions or omissions by any such affiliated entity in connection with this Agreement.
“Documentation” means the then-current user guides, training materials, technical manuals, and any other reference materials that We generally make available or distribute to users of the Services or Platform.
“Intellectual Property Rights”, means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Vendor”, ”We”, ”Our”, or ”Us” means any of the following INTTRA Inc. , E2open, LLC, or Affiliate as identified on Your Order Form. If You are using any Services not subject to an Order Form, it means INTTRA Inc.
“Vendor Materials” means any of the following: technology, equipment, information (including Content), and materials provided or developed by Vendor or its Affiliates (independently or with Your cooperation), in the course of performance under the Agreement.
“Order Form” means the order form, contract, or agreement, in a form provided by Us, identifying Services ordered by or made available to You and signed or otherwise accepted by both You and Us. Order Forms may be in any media, such as electronic terms and conditions or paper ordering documents. Formerly called “Service Order”.
“Platform“ or “Portal“ means Our proprietary network infrastructure, products, and services for the exchange of transportation data including, without limitation, the Services delivered and accessed via a variety of means as determined by Us, including, but not limited to, the internet, EDI, API, Document Conversion, and/or certain other proprietary software.
“Professional Services” means training, general consulting, configuration, implementation, and/or other such services identified on an Order Form.
“Service(s)” means services, products, data, and information provided by or through Us, authorized third-party services or data providers, and/or the Platform that You may access or use via the Platform or any other means that We authorize; and the use of any website owned or operated by Us, whether logged in or not, including inttra.com. At Our discretion, some Services may be available to You upon registration and without an Order Form or payment to Us, while others will be unavailable until You purchase a subscription or otherwise order them via an Order Form.
“Terms” means these terms and conditions. Formerly called “INTTRA LEGAL TERMS AND CONDITIONS” OR “GENERAL TERMS AND CONDITIONS FOR E2OPEN TMS Services”.
“Third-Party Data” means any data transmitted to, from, and/or through any E2open service by third-parties using the Platform, such as Carriers. An example of Third-Party Data is Carrier-provided data You received through the Platform that facilitates or describes the status of a cargo shipment related to You.
“Trading Partner” means Your identified third-party logistic providers, channel partners, suppliers, and/or contract manufacturers.
“Transaction Data” means any data transmitted to, from, and/or through any of the Platform or Services by, about, and/or related to You or the Services provided to You. Transaction Data includes Third-Party Data and Content related to You, and any data transmitted to or from Trading Partners.
“User”means any individual or automated system granted access to the Platform or Services through a unique user ID authorized to access and/or use the Platform or Services in accordance with the terms of this Agreement. Formerly called “Permitted User.”
2.Use of Vendor Websites, Platform, and Services
2.1.All Vendor websites, products, and services are designed and offered exclusively for bona fide business use only and are not for use by individuals or for any use that is not expressly granted to You. Any individual use is expressly prohibited. Any use for any purpose that is competitive with Vendor or its Affiliates, including all of their service offerings, or that may devalue Vendor or its Affiliates’ commercial interests, is expressly prohibited.
2.2.We grant You a non-exclusive, non-transferable, worldwide right during the term of the Agreement to access and use the Services, Platform, and Vendor Materials directly or via an Alliance Intermediary solely for Your internal business purposes as contemplated by the Agreement. You allow Us to modify any Transaction Data submitted by Customer to correct any messages that do not conform to the standards set by Vendor or, if applicable, the standards of the intended third-party recipient of such data, e.g. a Carrier. Users must successfully register with Vendor and are not permitted to access the Platform or Services until such time as their registration is approved by Vendor.
2.3.By registering, accessing, browsing, viewing, using, downloading, generating, receiving or transmitting any data, information or messages to or from the Platform, via the Services, and/or via any Vendor website or service, You accept, without limitation or qualification, these Terms as currently constituted and as may be updated from time to time in Our sole discretion. When We post changes to the Terms, Your continued use of the Platform and/or Services will constitute agreement to such changes. You will regularly revisit and review Our website for changes to these Terms. We may also require that You accept other terms and conditions that govern the use of particular Services at the time You register for, order, or use that Service.
2.4.We deliver the services in accordance with the Documentation. The Documentation is subject to change from time to time at Vendor’s sole discretion. We control the appearance, development, and operation of the Platform, the Services, and Vendor websites, including standards for data transmission. Content and Third-Party Data are subject to change without prior notice. For Services that rely on or use Third-Party Data, such data is subject to change at any time, with or without notice. We may make improvements, updates, and/or changes to the Platform, Services, and/or Vendor websites or cease to provide any of the foregoing at any time without prior notice to the Customer; provided that We will endeavor to provide 30 days prior notice to You if it is to discontinue or materially change any Service.
2.6.You are responsible for Transaction Data provided by You and for the administration, authorization, and termination of all User access. You will provide Us with accurate, complete, and updated registration information of its Users. Notwithstanding the foregoing, We may refuse registration of, or suspend, a User’s access to the Subscription Services if, in Our judgment, a significant threat to the security or functionality of the Platform or Services or any component thereof is imminent. We will notify You of any such occurrence. You are responsible for the security of its access to the Platform and/or Services and the security of each User’s access authorization. You will not permit Users to share User IDs and passwords. You will promptly notify Us of any unauthorized use of the Platform or Services, or any other breach of security suspected or known to You. You are also responsible for maintaining the required hardware, software, internet connections, and other resources necessary for Users to access the Services.
2.7.You will comply with and will ensure all Users comply with:
the Acceptable Use Policy posted at https://www.e2open.com/acceptable-use-policy/, and the Security Policy located at http://www.e2open.com/company/customer-security-policy.
2.8.You will not, without Our prior written express consent, directly or indirectly: (i) transfer, assign, lease, loan, resell, distribute or otherwise grant any rights in the Platform, Services, Documentation, or Vendor Materials in any form to any third party, including commercial time-sharing, rental or service bureau use; (ii) reverse engineer, decompile, disassemble, or attempt to discover the source code from any Services, the Platform, or Vendor Materials; (iii) copy, modify, or create derivative works based on the Platform, Services, Documentation, or E2open Materials; (iv) remove or alter any notices of Intellectual Property Right or confidentiality or similar legends appearing in or on any aspect of any Platform, Services, Document, or Vendor Materials; (v) attempt to gain unauthorized access to any Service and/or the Platform, including, but not limited to, access through other accounts not legally registered to You, through any means; (vi) use any robot, spider or other automated device, process or means to access the Platform and/or the Services or use any manual process to monitor or copy content from the Platform for any other unauthorized purpose; or (vii) obtain or attempt to obtain any information through any means not intentionally provided to You by Us, including, without limitation, the practice known as screen scraping or any other forms of data harvesting.
2.9.Users may access certain Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications is governed by an end-user license agreement presented upon download/access to the mobile application in addition to the terms of the Agreement. In the event of a conflict, the terms presented on the app store will govern but only to the extent necessary to resolve the conflict.
2.10.We have the right, but not obligation, to monitor the Platform and/or the Services and to disclose any information necessary for their operation, to protect Us, and Our customers and licensors, and to comply with legal obligations or governmental requests. We reserve the right to refuse to post or to remove any information in the Platform and/or the Services, in whole or in part, for any reason.
2.11.We may engage third parties (subcontractors) to perform the Services or operate the Platform, or any part thereof. We are responsible for its subcontractors.
3.Term and Termination of Services
3.1.The term of this Agreement will continue unless terminated in accordance with this section. Either party may terminate this Agreement (i) at any time upon 30 days’ notice to the other party; provided that where there is an Order Form, the term of the Order Form will continue subject to this Agreement until its expiration; (ii) if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 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 60 days of filing. Order Forms are non-cancelable and fees paid under them are non-refundable during the Order Form term.
3.2.For any breaches of obligations related to the use of the Platform or Services or obligations related to Our Intellectual Property Rights, We may, upon email notice to Customer, immediately suspend Services, in whole or in part, until such breach is remedied; provided that if We reasonably determines that Customer is unable or unwilling to cure such a breach, We may immediately terminate this Agreement, in whole or in part. MONETARY DAMAGES MAY BE BOTH INCALCULABLE AND AN INSUFFICIENT REMEDY FOR ANY SUCH BREACH AND THAT ANY SUCH BREACH WOULD CAUSE US IRREPARABLE HARM. ACCORDINGLY, IN THE EVENT OF ANY BREACH OR ANTICIPATED BREACH, WE, IN ADDITION TO ANY OTHER REMEDIES AT LAW OR IN EQUITY IT MAY HAVE, ARE ENTITLED TO SEEK EQUITABLE RELIEF, INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE, WITHOUT THE REQUIREMENT OF POSTING BOND OR OTHER SECURITY.
3.3Upon termination of the Agreement or Order Form, all rights granted to You will automatically terminate and You will immediately discontinue any applicable use of the Service or Platform. The following provisions will survive: those related to Our intellectual property and proprietary rights, those related to payment terms and taxes, those related to confidential information, limitations of liability, warranty disclaimers, indemnities, those related to term and termination, those related to compliance, and Section 11, General Provisions.
The following terms apply only to Services that have a fee associated with them as set forth on an Order Form. Some Services may be accessible without a fee, requiring only successful registration on the Platform.
4.1.All fees for Services are set forth in an Order Form. Unless otherwise specified in an Order Form, the following terms apply: (a) We will invoice You as follows: (i) for monthly, annual, or other recurring or subscription charges: annually in advance; (ii) for one-time charges: immediately upon order; and (iii) for Services that are priced based on Container Transaction Volume: monthly in arrears; (b) You will pay all invoices within 30 days of receipt; (c) all fees charged and invoices issued by Us are in United States Dollars and Customer will make all payments in United States Dollars in accordance with reasonable payment instructions that may be issued by Us on an invoice or otherwise communicated to You; and (d) for any payment not received when due Your balance due will accrue interest at a rate of 1½% per month, or the highest rate allowed by applicable law, whichever is lower.
4.2. All prices for Services delivered as a subscription service or otherwise where the fees reoccur each period, will increase by 5% each Contract Year. If Contract Year is not defined elsewhere, means each one-year period commencing on the Effective Date and each anniversary thereafter. At all other times, We may modify pricing for any Services upon 90 days’ notice to Customer. During such notice period, Customer may terminate its use of the Services and any applicable Order Form for such affected Service but only for the affected Service, and will receive a refund of any prepaid fees, if any. The annual fee increase is not subject to the notice and termination portion of this section.
4.3.You must raise all invoice disputes before the due date of an invoice; otherwise You waives any right to dispute and accept the fees invoiced. In order for a dispute to be valid, You must include a detailed description of the disputed items, the reason for the dispute, the requested resolution of the dispute, and pay all undisputed amounts when due. You will cooperate with Us to investigate and resolve the dispute in good faith.
4.4.In addition to Our other rights, including the right to terminate this Agreement, in whole or in part, based on non-payment, We may, after notice to You, limit or suspend Your access to any or all Services, in whole or in part, until Your account is made current.
4.5.You are responsible for any and all applicable taxes relating to this Agreement, other than taxes based on Our net income.
4.6.Any term(s) contained in Your purchase order, acknowledgment form, or any other form that is different from, or in addition to this Agreement will not have any effect of modifying or adding any terms to the Agreement. No agent, employee, or representative of Ours has any authority to alter or delete the terms of this Agreement or bind Us to any warranty, covenant, or representation other than as set forth in this Agreement.
5.1.Each Party reserves any and all title, right and interests it may have in its trademarks, copyrights, and other intellectual property rights. As between You and Us. We will own all intellectual property rights in the Platform, the Services, and Our websites, 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. We will own any data that it creates as a result of or derived from operating the Platform, and/or the Services (for avoidance of doubt, the data described in this sentence does not include data submitted by Customer). We grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable right to access and use Third-Party Data and Content for Your internal business uses.
5.2.Except as expressly permitted herein or in an Order Form, Customer will not at any time display, perform, copy, distribute, or use any Third-Party Data, or Content 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 Our express written consent.
5.3.Customer may display or publish Transaction Data to shippers, forwarders, consignees, importers and exporters (“Specified Third Parties”), provided that: (i) any such Specified 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 Specified Third Party is bound by written confidentiality obligations at least as protective as in these Terms. In no event will You acquire any ownership rights or other interest in any Content, Third-Party Data or database by or through Your use of the Platform and/or the Services.
5.4.You warrant and represent that You have all necessary rights and authority to process Transaction Data via the Platform and/or Services.
5.5.Notwithstanding any other section of the Agreement, You grant to Us, with respect to all Transaction Data, a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sell, distribute, perform and display such data (in whole or in part); and to incorporate it in other works in any form, media, or technology (“Derived Works”). We will own all rights in Derivative Works. We will provide or sell Transaction Data and Derivative Works, to government authorities, government agents, governmental entities, ports, customs authorities, and to other third parties that will use Transaction Data and Derived Works for their business purposes, including but not limited to statistical analysis, financial trading, or transportation operations.
5.6.You may provide ideas, concepts, or techniques for new services or products to Us. Such information is not confidential or proprietary and We will have an unrestricted, irrevocable, worldwide, royalty-free right to use, communicate, reproduce, publish, display, distribute, make derivative works of, and exploit such information in any manner it chooses with no duty to account to You.
5.7.Unless otherwise noted, everything Customer sees or reads on Our websites, Platform and/or regarding the Services including, but not limited to, textual, graphical and all other content created by or for Us, is, as between You and Us. Our property 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 Terms, without Our written permission. Re-publication or citation of any content generated by the Platform and/or Services without Our written consent is expressly prohibited, except as otherwise set forth herein. Our websites, Platform, and/or Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed. INTTRA, Cloud Logistics, and TMS Made Easy and any other marks identified as such are Our trademarks and may not be used without prior written permission. We assert no claims to the marks of Carriers and/or others displayed by Us on Our websites, Platform, and/or Services.
5.8.Anyone who believes that his or her work has been reproduced on the Platform in a way that constitutes copyright infringement may notify Our 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 Platform 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, Our legal department will begin investigating the alleged copyright infringement; however, We must receive Your signature by mail before We are required to take any action. More information about U.S. copyright law can be found at the United States Copyright Office, which can be found here: http://www.copyright.gov/.
Notices of copyright infringement claims should be sent to firstname.lastname@example.org or email@example.com.
5.9. You agree that We may identify You as a user of Our services and that We may use Your business name and logo in doing so, including in sales presentations, marketing materials, and on its websites. Upon Our request, the parties will cooperate to timely issue a mutually-agreed joint press release, case study, and/or reference regarding Your use of Our services.
6.1.Each Party acknowledges that it may have access to Confidential Information of the other Party and agrees, for the duration of this Agreement and 3 years thereafter, to hold the other’s Confidential Information in confidence subject to the limitations of Section 6.2. 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 6.
7.Disclaimer of Warranties; Errors
7.1.While We have used reasonable efforts to ensure that the Vendor Materials are accurate and up to date, We are not responsible or liable for any errors, inaccuracies, or omission in the Vendor Materials or Third-Party Data or in the data from which the Vendor Materials are derived. THE PLATFORM, SERVICES, VENDOR MATERIALS, AND THIRD-PARTY DATA ARE PROVIDED “AS IS” WITH NO GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS OF RESULTS OBTAINED FROM THE USE THEREOF.
7.2.We make no warranties or representations whatsoever regarding any other Web sites Customer may access through the Platform and/or the Services. When accessing a non-Vendor website, Customer understands that that website is independent from Us and that we have no control over the content of that website. In addition, a link to a non-Vendor website does not mean that We endorse or accept any responsibility for the content or the use of such website. 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.
8.Limitation of Liability
8.1.To the maximum extent permitted by law, We will not be liable under any contract, tort (including negligence), strict liability, or other legal or equitable theory: (a) for any loss of business, loss of use or of data, delay or interruption of business, or lost goodwill; (b) for any cost of procurement of substitute goods, software, or services; or (c) for any incidental, indirect, consequential, or punitive damages (including, without limitation, lost profits), even if advised of the possibility of such damages.
8.2.Our maximum aggregate liability will not exceed the total fees paid or payable by You for the specific Service giving rise to the liability, as such fees are identified on an Order Form or in an SOW, during the 12 month period preceding the event or action giving rise to liability (or if such claim arises during the initial 12 months of this Agreement, the fees expected to be paid during such 12 month period), or $5,000, whichever amount is more. The foregoing limitation applies notwithstanding the failure of any agreed or other remedy of its essential purpose.
8.3.You agree that any claim or cause of action arising out of or related to your use of the Platform, Services or otherwise related to this Agreement must be asserted within one year after such claim or cause of action arose. You expressly waive any right you may otherwise have under any statute or law for any claims not made within such one-year period.
8.4.The limitations of liability set forth in this section reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms found to have failed of its essential purpose and will inure to the benefit of Us, including our Affiliates, and/or its respective suppliers.
Customer will indemnify, hold harmless, and defend Us (including our Affiliates), and all of its (including its Affiliates) 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, fines, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs)), which arises out of: (a) Customer’s breach of this Agreement, or (b) Customer’s or Customer’s customer use of or access to Our websites, Platform, and/or the Services. We will provide Customer with reasonable notice of any Claim. Customer will not settle any claim without Our prior written consent, which will not be unreasonably withheld.
When using the Service, Customer will have the option to provide certain personal or business contact information, including but not limited to, name, address, email address and telephone number (collectively, the ‘Personal Data’). Customer will likely need to submit some Personal Data in order to submit transactions via the Platform. Customer agrees to:
- Provide true, accurate, current, and complete Personal Data as prompted by the Service processes.
- Maintain and promptly update the Personal Data to keep it accurate, current, and complete.
- Maintain the security and confidentiality of any usernames, passwords and any other security or access information used by the Customer to access the Service.
- Refrain from impersonating any person or entity or misrepresent Customer’s identity or affiliation with any person or entity, including using another person’s Personal Data.
- Immediately notify Us in writing if Customer becomes aware of any loss, theft or use by any other person or entity of any of its Personal Data in connection with the Service or any other breach of security that the Customer becomes aware of involving or relating to the Service.
- Only insert Personal Data into fields clearly designated to hold Personal Data. Examples of such fields include Name, Phone Number, Address, etc. We will only monitor these fields as it relates to Personal Data rights and regulations. We will not monitor fields for compliance with data protection laws that are not clearly intended to contain Personal Data (for example, Cargo Description). We will disclose fields not clearly intended to contain Personal Data to third parties, such as to a Carrier, without identifying them as containing Personal Data and if You insert Personal Data in such fields it may be further disclosed (including by publication or public display) to other third parties, such as in customs filings.
Where the Customer is based in the European Economic Area (EEA) and in the course of using the Platform or the Services, the Customer provides Personal Data to Us, the Customer acknowledges that this Personal Data will be transferred to countries outside of the EEA (including to the US, UK, India, Malaysia, Singapore, and China) which may not provide a similar level of data protection to that provided by countries within the EEA. As such, the parties agree to comply with the Standard Contractual Clauses set out in Schedule 1 (which are incorporated herein by reference) in connection with the Services in order to address the relevant European data transfer restrictions. We will apply the E.U.-U.S. Privacy Shield and Swiss – U.S. Privacy Shield Principles to all Personal Data that Customer transfers to Us that originates from the European Economic Area or Switzerland. Should any competent national or international court rule that the E.U.-U.S. Privacy Shield and Swiss – U.S. Privacy Shield Principles are no longer valid measures for the processing of the Personal Data, the parties shall promptly negotiate and take the necessary alternative measures to ensure compliance with applicable data protection laws.
The following terms apply for any INTTRA services, including the INTTRA ocean shipping and booking Platform, regardless of which E2open, LLC affiliate You contract with:
Both parties are data controllers and will comply with the relevant data protection and privacy obligations.
For the purposes of the Standard Contractual Clauses, attached as Schedule 1, the parties agree that (i) the Customer is the Data Exporter and (ii) We are the Data Importer.
If the CCPA is applicable, We are a business not a service provider.
The following terms apply for all other Services.
We are a data processor and You are the data controller. The Standard Contractual Clauses, attached as Schedule 1, do not apply. If applicable, the data processing agreement between You and Us governs the processing of personal data.
If the CCPA is applicable, We are a service provider.
11.1.This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be amended, nor any obligation waived, except by a writing signed by the authorized representatives of both parties. No terms, provisions or conditions of any purchase order, acknowledgment, or other business form that You may use in connection with the acquisition of the Services or use of the Platform will have any effect on the rights, duties or obligations of the parties relating to Your Use of the Services or the Platform provided under, or otherwise modify, this Agreement, regardless of any failure by Us to object to such terms, provisions or conditions. The parties exclude in its entirety the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
11.2.No right or license under this Agreement may be assigned or otherwise transferred by Customer without Our prior written consent. The foregoing notwithstanding, upon written notice to Us, Customer may assign, or otherwise transfer this Agreement to any Affiliate 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 Us to be a direct competitor of Vendor and agrees in writing it is bound by the terms of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and Vendor. Notwithstanding the foregoing, Customer understands and agrees that We set fees charged to Customer upon Customer’s structure, size, and estimated usage of the Services as of the date of an Order Form. If Customer undergoes a merger or acquisition, Customer’s use of the Services may change materially. Fees do not include additional volume which results from a merger or acquisition. If Customer wishes to use the Services for the newly acquired or merged company it will provide written notice to Us. We reserve the right to revise fees in such event, and the Parties will negotiate such revised fees in good faith. If the Parties are unable to come to an agreement, We reserve the right to limit, suspend, and/or terminate Services.
11.3.All written notices will 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 10 days prior written notice to the other Party. Notice is 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. You are to provide written notice to Us as follows:
If your Order Form is with INTTRA Inc. or you use any Services without an Order Form:
By mail (all written notices via this method):
9600 Great Hills Trail, Suite 300E
Austin, TX 78759 USA
By e-mail: firstname.lastname@example.org
For claims or questions regarding copyright, contact: email@example.com
In all other cases:
By mail (all written notices via this method):
9600 Great Hills Trail, Suite 300E
Austin, TX 78759 USA
By e-mail: firstname.lastname@example.org
For claims or questions regarding copyright, contact: email@example.com
11.4.References in this Agreement to “notice in writing” or “written notice” or other similar reference will not include electronic or email notice and only hard copy writings are acceptable. Other reference to “notice” will mean notice by any reasonable communication means, such as Vendor sending an email to Customer’s most current email address in its files.
11.5.You will comply with all applicable laws and regulations governing the use, access, or export of the Services, Platform, or any part thereof. Without limitation, the Platform or Services or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nations, the United States Department of Commerce’s Table of Denial Orders, or other similar lists of parties that We are prohibited from doing business with. Both parties will comply at all times with all applicable laws and regulations, including without limitation, anti-corruption laws including, such as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
11.6.If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible, and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision.
11.7.In the event of any conflict between contract documents You have with Us, the order of precedence is (i) any Order Form (ii) these Terms, and then (iii) any other applicable terms. Should a conflict exist between several Order Forms then the terms of the most recent Order Form will control.
11.8.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. The Parties are independent contractors acting for their own account, and neither party is authorized to make any representation or commitment on behalf of the other. This Agreement will not be construed as creating a partnership, joint venture, franchise, agency, or similar relationship between the Parties.
11.9If after good faith negotiations between the senior leadership of the parties performed within 30 days of being notified of a dispute, a dispute arising out of or related to this Agreement cannot be resolved directly by the parties, then any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the then-current American Arbitration Association (AAA) rules for arbitration of commercial disputes; provided that the foregoing will not preclude the parties from immediately seeking any preliminary or injunctive remedies available under applicable laws for any purpose before any competent tribunal, without limitation, courts, and that any question regarding the existence, validity or termination of this proviso will be determined by such tribunal. The arbitration will be conducted by one arbitrator who is mutually agreeable to the parties and who has no prior relationship with either of the parties. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The place of arbitration will be in New York, NY, USA. The dispute resolution process described in this section will apply regardless of the country of origin of any dispute. The costs of the arbitration, including administrative and arbitrator fees, will be shared equally by the parties. Each party will bear its own costs and attorney and witness fees. In the event that arbitration is unenforceable, the parties irrevocably submits to the exclusive jurisdiction and venue of the state courts with jurisdiction in New York County, New York and waives any objection to venue or forum in such court. The parties agree to waive jury trial.
11.10.This Agreement is governed by, construed, and enforced under the laws of the State of New York, USA, without regard to its conflicts of laws principles.
11.11.This Agreement was drafted, negotiated, and entered into by the Parties in English. Notwithstanding the translation of this Agreement into any other language, by any party, for convenience or any other purpose, the English text will govern and control.
11.12.Order Forms may be executed in identical counterparts each of which are deemed an original and all of which together will constitute one instrument. Signatures transmitted by facsimile transmission will constitute legally binding and effective execution and delivery.
11.13.We will not be liable for delays or failures in its performance to the extent such failures or delays result from acts beyond Our 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.
12.The following additional terms and conditions apply if You use Bill of Lading Services (for example BL Data or BL Image):
You are liable to Us and the Transmitting Carrier(s) for, and will indemnify, hold harmless, and defend Us and Transmitting Carrier(s) (and its and their current and former officers, directors, shareholders, agents, property and employees) against and from any and all Claims. Claims include, but are not limited to, any action, cause of action, suit, proceeding (arbitral or otherwise), claim, or demand of any party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, interest and expenses (including without limitation reasonable attorneys’ fees and costs)), which arise(s) out of: (a) Customer’s breach of this section 12; (b) Customer’s use of or access to (i) Our systems and/or BL Data Service, or (ii) BL Data; (c) the use or misuse by any party with whom the Customer has shared BL Data or whom Customer has designated as an intermediary to receive BL Data from Us on its behalf (including Our alliance partner), or any access by such party to (i) Our systems, BL Data Services, or (ii) BL Data; or (d) any mis-delivery, non-delivery, theft, conversion, misuse, fraud or inaccurate submission, receipt or distribution of any BL Data. We and/or each Transmitting Carrier may, at their/its expense, employ separate counsel to monitor and participate in the defense of any Claim. We and the Transmitting Carrier(s), will provide Customer with reasonably prompt notice in writing of any Claim.
You are liable to Us and the Carrier(s) for, and will indemnify, hold harmless, and defend Us and Carrier(s) (and its and their current and former officers, directors, shareholders, agents, property and employees) against and from any and all Claims. Claims include, but are not limited to, any action, cause of action, suit, proceeding (arbitral or otherwise), claim, or demand of any party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, interest and expenses (including without limitation reasonable attorneys’ fees and costs)), which arise(s) out of: (a) Customer’s breach of this section 12; (b) Customer’s use of or access to (i) Our systems and/or BL Image Services, or (ii) BL Image; (c) the use or misuse by any party with whom the Customer has shared BL Image or whom Customer has designated as an intermediary to receive BL Image from Us on its behalf (including Our alliance partner), or any access by such party to (i) Our systems and/or BL Image Services, or (ii) BL Image; or (d) any mis-delivery, non-delivery, theft, conversion, misuse, fraud or inaccurate submission, receipt or distribution of any BL Image. We and/or each Carrier may, at their/its expense, employ separate counsel to monitor and participate in the defense of any Claim. We and the Carrier(s) will provide Customer with reasonably prompt notice in writing of any Claim.
For purposes of BL Image only, Carrier(s) will have the right to enforce this Agreement with respect to only the BL Image Service for the benefit of Carrier. Carrier(s) may enforce any such rights without joining Us to such enforcement action. Nothing in this Agreement or the relationships created by it will be construed to make or constitute Us as an agent, servant, employee or partner of either Customer, Affiliate(s) or any Carrier(s).
We and Carriers (including each of their respective employees, agents, officers, directors, licensors or affiliates) will have no liability for any inaccuracies, errors, or omission contained within any data caused by or attributable to BL Image(s) or BL Data; Your interaction with BL Image(s) or BL Data; any electronic agreement or other contract entered into between You or any third party; and Your use or inability to use BL Image(s) or BL Data or third party use of, or reliance on, the BL Data or BL Image.
WE AND CARRIER(S) DO NOT WARRANT AGAINST, AND WILL NOT BE LIABLE FOR, ERRORS IN THE TRANSMISSION OR CONTENT OF BL DATA, AND SPECIFICALLY DO NOT WARRANT AGAINST ERRORS THAT WOULD RESULT IN THE DISCLOSURE OF BL DATA TO THIRD PARTIES.
12.1.If you Use BL Image Services, the following terms apply:
Registration to use the BL Image application is required. You may elect to obtain BL Image by contacting customer service. We will work with You to gather information about the selected Carrier(s) You wish to register with for BL Image, as well as Your contacts at the Carrier(s). You also need to appoint a person as Your BL Approval Contact. The BL Approval Contact is responsible for approving and removing Customer users for BL Image access. Each Carrier You wish to register with must first approve Your request for BL Image access.
The BL Images offered to Carrier-approved Customers by a requested Vendor approved Carrier (“Carrier-Specific Services”) depend on, and are subject to, the BL Image permitted by each such specific Carrier. To the extent permitted by each individual Carrier, the BL Images offered may include but not be limited to the following: remote printing of Sea Waybills (“Waybills”);
remote printing of negotiable Bills of Lading (“Negotiable B/Ls”) Originals; remote printing of Negotiable B/Ls – copies; remote printing of non-Negotiable B/Ls – originals; remote printing of non-Negotiable B/Ls – copies; Customer authorization to sign Waybills as Agent for Carrier; Customer authorization to sign non-Negotiable B/Ls as Agent for Carrier; Customer authorization to sign Negotiable B/Ls as Agent for Carrier; and Customer authorization to print Waybills on Carrier paper stock. In their sole discretion, We and each Carrier may modify or change the BL Images provided to Customer from time to time.
Any Data accessed through Us and/or a BL Image (a) do not constitute “Electronic Bills of Lading”, “paperless trading”, a “contract of carriage”, or a “contract of transport” (as those terms may be used generally in the shipping industry), (b) will not be used to create unauthorized documents of any kind, including unauthorized bills of lading or Waybills, (c) have no commercial value in and of themselves, (d) may not be used to transfer by endorsement or otherwise the rights under a contract of carriage, and (e) may not be used for purposes of transferring ownership of cargo or as negotiable instruments. BL Image(s) merely provides an alternative method of exchanging Data electronically between Parties or “Allowed Parties” (defined below) to assist in the preparation of documents prior to actual issuance of traditional paper bills of lading or Waybills by the individual Carrier(s) or Carrier’s authorized agent. Although not necessarily printed by the Carrier, the Waybill or bill of lading to which the electronic data relates is issued by the Carrier. Only the Carrier and its authorized representatives and agents have authority to issue, sign, mark or alter any such document on behalf of the Carrier. Customer is authorized to remotely print such paper bill of lading or sea waybill in accordance with this Agreement but only if so specified and approved by the Carrier as a Carrier-Specific Service. Nothing in this Agreement constitutes an agreement to carry any goods or forms any part of a contract for the carriage of goods.
Once You are approved by (1) Us, and (2) the individual Carrier(s) from which you have requested BL Image access, and your BL Image access is activated, You are permitted to view, print, request changes to, approve, and share Data supplied by the Parties directly or via Alliance Intermediary, if applicable, to the extent authorized by the Carrier. This Agreement does not, by itself, grant to You any further right to access, copy, use, modify, sublicense, distribute, transfer or transmit any Data accessed on or through BL Image(s). Specifically, this Agreement does not, by itself, grant to You any right to sign any bill of lading or Waybill on behalf of Carrier(s), unless the specific Carrier has authorized You to sign such bill of lading or Waybill as agent for the Carrier. Customer will ensure that any bill of lading or Waybill is printed at Customer’s printer as soon as reasonably practicable onto Carrier’s paper stock as appropriate or, in the case of a Waybill, if and as permitted by the individual Carrier, onto good quality plain white paper consistent with relevant Carrier’s requirements. Customer will ensure that any bill of lading or Waybill once printed is (a) legible, showing the complete contents of the document without distortion or addition incorrectly centered portrait orientation, (b) is appropriately aligned and set out for the relevant paper size, and (c) accurately reflects the relevant Data supplied by the Parties as well as any additional information supplied by Allowed Parties or any third party. If any document which is printed (whether or not in full) pursuant to this Agreement does not comply, or if any electronic data is made available to the Customer in error, the Customer will immediately contact the Carrier and comply with said Carrier’s instructions in relation thereto. If there is any inconsistency between a Waybill or bill of lading that is printed and the latest document available in electronic form at www.inttra.com, the latter will prevail. A Carrier’s paper stock will remain the property of that particular Carrier until printed and executed pursuant to this Agreement. The Customer will make no alteration to the individual Carrier’s paper stock and unconditionally guarantees the secure and safekeeping of such Carrier’s paper stock to prevent release to any third party or the unauthorized or unlawful use of such Carrier’s paper stock by the Customer, its employees, agents or any third party. Customer will report immediately to Us and the relevant Carrier(s) any breach or suspected breach of security, including, but not limited to, loss or theft of Carrier’s paper stock, even if temporary. Customer will acknowledge receipt of Carrier’s paper stock, indicating the exact quantity received. Customer will also maintain an inventory of Carrier’s paper stock, including the serial number of each, whether actually used or wasted, and supply such inventory records to the relevant Carrier upon its request. Customer will ensure that the number of attempts to print an original bill of lading does not exceed the number of originals shown on the face of the bill of lading as having been issued. If for technical reasons (for example, difficulties in printing) more attempts to print are required, the express prior written authority of the Carrier must be obtained. This will be at the Carrier’s absolute discretion, which in any event will be conditional on (a) the Carrier receiving a letter of indemnity, signed by the Customer, in the terms provided by or agreed with the Carrier, and (b) any paper document which is to be replaced pursuant to such authority having first been destroyed.
As a BL Image Customer, You are permitted to access, receive and exchange, and/or submit Data through the Platform in accordance with the following:
- WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO ADVISE YOU IF ANY DATA INTERCHANGE IS REJECTED OR FAILS BUT WILL HAVE NO LIABILITY FOR ANY FAILURE TO DO SO AT ANY TIME.
- All Data is accessible online for a maximum period of ninety (90) days following receipt by Us. After 90 days, such Data may be archived.
- By submitting Data through the Platform You grant to Us and Carrier(s) all necessary rights to copy, store, translate, publish and provide access to the Data to those authorized parties required for the Licensed Use of BL Image.
- YOU AGREE THAT IN NO CIRCUMSTANCES WILL WE OR CARRIER(S) BE LIABLE TO YOU FOR ANY CLAIM OF ANY NATURE RELATING TO ANY USE THAT THE CARRIER(S) OR OTHER THIRD PARTIES MAKE OF THE DATA AVAILABLE THROUGH BL IMAGE. Further, there may exist additional restrictions on the use of the Data arising from agreements as between You and the Carrier(s) or, if applicable, between You and Alliance Intermediary. The Carrier(s), through the use of BL Image(s), assume(s) no more legal obligation than that required by applicable law. The contract of carriage obligations of the Carrier(s) under the conditions of the bill of lading or Waybill are not reduced nor modified by this Agreement.
As a BL Image(s) Customer, You are permitted to receive and distribute Data from BL Image(s) only in accordance with the specific functionality of BL Image(s) and pursuant to the following:
- You agree not to alter, change, misuse or use the Data in any unlawful way or for any unlawful purpose.
- You agree that You are responsible for ensuring the accuracy of any and all Data supplied by the Parties as well as any additional information supplied by Allowed Parties or any third party and for informing the Carrier(s) via a Carrier change request if any Data submitted to BL Image(s) are inaccurate.
- You agree and understand that You are not authorized to make corrections to Data, any Waybill or bill of lading, or any information supplied by Allowed Parties or any third party. Only the respective Carrier(s) are authorized to make corrections to the Data.
- Except to the extent expressly set forth in this Agreement, You agree and undertake not to disclose or distribute the Data to any non-Allowed Parties in any format and/or through any means (e.g. email).
- You agree that You are responsible for protecting the confidentiality of any information shared with a third party. Customer agrees to limit Data sharing to the following “Allowed Parties” and for the following “Allowed Uses”. Allowed Parties include only (a) entities which have been lawfully named on the bill of lading or Waybill; (b) legally authorized relevant government entities; and (c) Customer’s legally authorized brokers, agents, logistic providers, and banks and, if applicable, Alliance Intermediary. Allowed Uses include only customs filing, relevant governmental requirements, import documentation, accounting record keeping and cargo release and, if applicable, data transmission to or from Alliance Intermediary. Sharing of Data for other uses or with other parties not listed above is specifically prohibited.
- For BL EDI Only. We will provide a user ID and password to the Customer’s Security Administrator(s). The user ID and password are required to download Data from Us. Customer will ensure the proper and secure management and use of such user ID and password and accepts responsibility for any unauthorized access to Us by any person other than an employee of Us using such user ID and password.
All Data accessible through BL Image(s) are, and will continue to be, owned exclusively by the rightful holders of the copyright in the relevant Data. Such holders have granted to Us the express or implied right to process the Data in connection with the services provided by Us through BL Image(s) and the Data are protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights. Under no circumstances will You acquire any ownership rights or other interest in any Data solely by virtue of being a BL Image Customer.
No Customer-Affiliate(s) will have access to or be entitled to use the Platform or Carrier-Specific Services unless each such Affiliate(s) is first approved by the respective Carrier(s).
This Agreement gives Customer the right to access BL EDI either directly or via an Alliance Intermediary. Customer acknowledges and agrees that the following additional terms apply to Customer’s access to BL EDI via the Alliance Intermediary: (a) neither Us nor any Carrier(s) will have any liability to Customer or any Customer-Affiliate(s) arising from, or any way related to (i) any action or inaction on the part of Alliance Intermediary, or (ii) any Data transmitted between Customer and Alliance Intermediary; (b) Alliance Intermediary is not a party to this contract, and the relationship between Customer and Alliance Intermediary is, instead, covered by the corresponding agreement between Customer and Alliance Intermediary, if any; and (c) nothing in this Agreement will be construed to make or constitute either Us or any Carrier as an agent, servant, employee or partner of Alliance Intermediary.
BL Image Services will continue in effect until terminated by either Party upon 30 days prior written notice to the other. Termination of BL Image will not constitute termination of the Terms. Notwithstanding the foregoing, BL Image will be automatically terminated as part of a termination of the Terms, with cause or without cause, as applicable, in accordance with the corresponding terms of the Terms.
BL Image Service will not in any way reduce, increase or modify any separate right or obligation of Customer or of the Carrier, nor will it increase Carrier’s liability in any way under any other document or agreement between Customer and the Carrier, including, without limitation, the Carrier’s contract of carriage rights and obligations under the bill of lading or Waybill.
12.2.If you Use BL Data Services, the following terms apply:
You may select to obtain BL Data by contacting customer services. Once Customer is activated and approved by both We and the individual Transmitting Carrier(s) from which Customer has requested BL Data access, Customer is permitted to access and receive BL Data transmitted by those Transmitting Carriers to the extent authorized below. Except as set forth in this Agreement, BL Data does not grant to Customer any right to copy, use, modify, sublicense, distribute, transfer or transmit any BL Data accessed through the Platform.
To protect the confidentiality of BL Data, We strongly recommends that Customer implement secure communication protocols, such as secure FTP or AS2. If Customer, nonetheless, elects to access BL Data utilizing non-secure communication protocols, Customer acknowledges that the use of such non-secure protocols may result in unauthorized access to BL Data and fully assumes all liability arising from or relating to such unauthorized access.
Notwithstanding anything to the contrary contained in this Agreement, the following terms apply to the receipt, use and distribution of BL Data by Customer or any party acting on behalf of Customer:
- Limited Use of BL Data (i) ANY BL DATA ACCESSED OR RECEIVED THROUGH EDI DOES NOT CONSTITUTE “ELECTRONIC BILLS OF LADING”. UNLESS A SEPARATE WRITTEN AUTHORIZATION BY TRANSMITTING CARRIER IS PROVIDED, BL DATA WILL NOT BE USED TO CREATE BILLS OF LADING AND WAYBILLS, WILL HAVE NO COMMERCIAL VALUE IN AND OF THEMSELVES, MAY NOT BE USED TO TRANSFER BY ENDORSEMENT OR OTHERWISE THE RIGHTS UNDER A CONTRACT OF CARRIAGE, AND MAY NOT BE USED FOR PURPOSES OF TRANSFERRING OWNERSHIP OF CARGO OR AS NEGOTIABLE INSTRUMENTS. WE MERELY PROVIDES AN ALTERNATIVE METHOD OF ACCESS TO AND RECEIPT OF BL DATA ELECTRONICALLY BY CUSTOMER FROM THE TRANSMITTING CARRIERS OR THEIR AUTHORIZED AGENT(S); (ii) BL Data may be used only for purposes of updating Customer’s backend systems or data visibility tools to allow Customer and Allowed Parties (as defined below) to view, download, and use the BL Data. BL Data may not be used as a substitute for Transmitting Carrier’s carrier-generated freight invoices. In the event of a discrepancy between data included in the BL Data and data within any official document issued by the Transmitting Carrier, such as freight invoices or transport documents, the document issued by the Transmitting Carrier will take precedence; (iii) NOTHING IN THIS AGREEMENT IS OR WILL BE CONSIDERED AN AGREEMENT TO CARRY ANY GOODS OR FORM ANY PART OF A CONTRACT FOR THE CARRIAGE OF GOODS; and (iv) Customer will not use BL Data in any unlawful way or for any unlawful purpose.
- Distribution of BL Data: (i) Customer agrees that it is legally responsible for protecting BL Data from any misuse, and will not disclose or distribute the BL Data, in any format and/or through any means (including, without limitation, via email or internet), other than to those persons or entities lawfully listed on the transport documents, legally authorized relevant government entities, and Customer’s legally authorized brokers, agents, logistics providers and banks (collectively “Allowed Parties”); (ii) Customer will limit any sharing of BL Data with Allowed Parties only to the following uses: data visibility, customs filing, governmental requirements, import documentation, accounting record keeping and cargo release. Further, any sharing of BL Data will also be in accordance with the terms set forth herein; (iii) Sharing of BL Data for other uses or with other parties not listed above is specifically prohibited; and (iv) further, Customer acknowledges that there may exist additional restrictions on the use and distribution of the BL Data arising from agreements personal as between Customer and the Transmitting Carrier.
BL Data Services will continue in effect until terminated by either Party upon 30 days prior written notice to the other. Termination of BL Data will not constitute termination of the Terms. Notwithstanding the foregoing, BL Data will be automatically terminated as part of a termination of the Terms, with cause or without cause, as applicable, in accordance with the corresponding terms of the Terms.
BL Data Service will not in any way reduce, increase or modify any separate right or obligation of Customer or of the Transmitting Carrier, nor will it increase Transmitting Carrier’s liability in any way under any other document or agreement between Customer and the Transmitting Carrier, including, without limitation, the Transmitting Carrier’s contract of carriage rights and obligations under the bill of lading.
13.Professional Services Terms
The following terms and conditions apply only to Professional Services.
13.1.Standard Integration Services. Unless otherwise specified on an Order Form, the following terms apply to standard integration services: (i) We perform standard integration services in accordance with the applicable Documentation; (ii) You will perform all technical and development work on its systems to conform with the Documentation; (iii) You will fully cooperate with Us in the performance of Our responsibilities as set forth in the Documentation; (iv) You will make appropriate IT/eCommerce and operational resources available to complete a minimum of one Integration within 45 days of the Order Form effective date; (v) If during the course of a standard integration We and/or You reasonably determines that Your systems require a custom integration, then We will stop work and negotiate the terms of a custom integration Order Form, including additional cost to be paid to Us for custom work; (vi) We reserves the right to suspend all work on or cancel any or all Integrations if We, in its sole reasonable discretion, determines that Customer failed to provide resources or work with Us as reasonably required to complete Our obligations; and (vii) We may terminate any or all Integration Order Forms, in whole or in part, due to Your failure to perform its obligations and upon such termination, We will have no obligation to perform its obligations and no Fees will be refunded to Customer.
13.2.Custom integration services and other Professional Services. An Order Form with attached statement of work will be agreed by the parties for any custom integrations or professional services other than standard integration services.
14.Transportation Management System Services Terms
The following terms and conditions apply only to Services that are identified as a transportation management system on an Order Form such as those delivered under the Cloud Logistics™ by E2open brand.
14.1Customer is responsible for directly transferring and procuring the necessary license and rights to use mileage and/or mapping software that is compatible with the Services (each, “Mileage and/or Mapping Software”). The Mileage and/or Mapping Software is integral to Customer’s receipt of the full benefits of the Services and obtaining a license from the vendor is Customer’s sole responsibility. E2open will have PC Miler, Rand McNally, SMC3 for LTL, Google Maps, and other necessary third-party software functionality embedded in its TMS application and is responsible for providing support relating to the inoperability of the Services with the Mileage Software and/or Mapping Software. Customer is responsible for:
- transferring its current license and applicable fees for the Mileage Software (PC Miler or Rand McNally) and/or Mapping Software (Google Maps) if those components are being accessed within the Services;
- transferring its current SMC3 LTL Rateware XL, Czar-Lite license, or individual tariffs and applicable fees with that provider for LTL rating if that component is being accessed within the Services;
- the fees associated with accessing the carrier safety/insurance websites if that component is being accessed within the Services; and
- the fees associated with other, optional third-party software to which the Services is integrated including, but not limited to, DAT Rateview, BreakthroughFuel, LocusTraxx and Truckstop.com.
Standard contractual clauses for the transfer of personal data from the European Community to third countries (controller to controller transfers (based on Commission Decision 2004/915/EC notified with document number C(2004) 5721)
For the purposes of the clauses:
- “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” will have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” will mean the competent data protection authority in the territory in which the data exporter is established);
- “the data exporter” will mean the controller who transfers the personal data;
- “the data importer” will mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
- “clauses” will mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.
The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.
I.Obligations of the data exporter
The data exporter warrants and undertakes that:
- The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
- It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
- It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
- It will respond to inquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
- It will make available, upon request, a copy of the clauses to data subjects who are third-party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter will inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter will abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter will also provide a copy of the clauses to the authority where required.
II.Obligations of the data importer
The data importer warrants and undertakes that:
- It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
- It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, is obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data.
- It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
- It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfill the undertakings set out in these clauses.
- It will identify to the data exporter a contact point within its organization authorized to respond to inquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such inquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I (e).
- At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfill its responsibilities under clause III (which may include insurance coverage).
- Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request is subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
- It will process the personal data in accordance with the data processing principles set forth in Annex A.
- It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and
- the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
- the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
- data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
- with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer
III.Liability and third party rights
- Each party is liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party is liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
- The parties agree that a data subject will have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter will have the burden to prove that it took reasonable efforts).
IV.Law applicable to the clauses
These clauses are governed by the law of the country in which the data exporter is established.
V.Resolution of disputes with data subjects or the authority
- In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
- The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
- Each party will abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
- In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
- In the event that:
- the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to clause VI(a);
- compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
- the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
- a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
- a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
- then the data exporter, without prejudice to any other rights which it may have against the data importer, is entitled to terminate these clauses, in which case the authority will be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
- Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
- The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
VII.Variation of these clauses
- The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
VIII.Description of the Transfer
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I (e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.
DATA PROCESSING PRINCIPLES
Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorized by the data subject.
Data quality and proportionality:
Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer,) unless such information has already been given by the data exporter.
Security and confidentiality:
;Technical and organizational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
Rights of access, rectification, deletion and objection:
As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organization holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
The data importer will take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
Data used for marketing purposes:
Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
For purposes hereof “automated decision” will mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer will not make any automated decisions concerning data subjects, except when:
- such decisions are made by the data importer in entering into or performing a contract with the data subject, and
- (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
Or where otherwise provided by the law of the data exporter.
DESCRIPTION OF THE TRANSFER
The personal data transferred concern the following categories of data subjects:
- Employees and contractors of the data exporter.
- Customers of the Data Exporter.
Purposes of the transfer(s)
The transfer is made for the following purposes:
- To allow the data importer to operate the Platform and to permit data exporters access to multiple shipping carriers through a single platform.
- To allow the data importer to provide services to the data exporter’s customers.
- To allow the data importer to market to the data exporter.
Categories of data
The personal data transferred concern the following categories of data;
- Business contact details such as name, title, contact details (including postal address);
- Business invoicing and billing information;
- Business Expertise and details of services provided;
- Details of relevant communications for business development activities; and
- Business records and transactions.
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
- Shipping Carriers;
- Staff and authorized personnel of the data importer;
- Data importer’s affiliates;
- Processors and third party providers performing services on behalf of the data importer (provided these have committed to the relevant data protection principles set out in this Agreement);
- Regulatory bodies and auditors for statutory purposes;
- Data importer’s partners; and
- Data exporters agents and affiliates.
Sensitive data (if appropriate)
The personal data transferred concern the following categories of sensitive data:
- Not Applicable
Data protection registration information of data exporter (where applicable):
- To be advised by data exporter
Additional useful information (storage limits and other relevant information):
- Not Applicable
Contact points for data protection inquiries
- Data Exporter: As provided on the Platform
- Data Importer: As provided on the Platform, currently firstname.lastname@example.org