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”</.strong> 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.