TERMS & CONDITIONS

Introduction

The following terms and conditions ("Terms and Conditions") govern your use of this information service which consists of both web sites and service offerings (“Information Services”). By accessing, viewing, or using the content, material, or services available on or through this Information Service, you indicate that you have read and understand these Terms and Conditions, and that you agree to them and intend to be legally bound by them. If you do not agree to these Terms and Conditions, you are not granted permission to use this Information Service and should exit immediately.

Appropriate Use
You warrant:

1. For TransCore freight match services, you are a bona fide shipper, freight broker or motor carrier at least 21 years of age.
2. That your use of the TransCore Information Service is solely for your commercial purposes relating to freight matching or other services offered by TransCore on the Information Service and that you shall not reproduce, republish, resell, or distribute such information in any format, in whole or in part, for sale or commercial use by third parties.
3. Your access or use of the Information Service is not for the purpose of competing with TransCore with respect to the services offered on the Information Service.
4. That without prior written permission of TransCore, you will not allow non-registered users access to the TransCore Information Service and will never provide your password to any non-registered user, nor will you share any information from the Information Service with any non-authorized users.
5. You agree that any violation of the above warranties may result in (a) immediate termination of your registration and access to the Information Service, (b) enforcement by TransCore availing itself of any other legal remedy under state and/or federal law. If a legal remedy is sought by TransCore, you shall be responsible for legal costs, including without limitation, reasonable attorney fees.

Proprietary Rights

Information provided by TransCore or its third party information providers is protected by federal copyright law, and is proprietary to TransCore and/or its third party information providers.

Copyright. The protected information found on the TransCore Information Service includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. As between you and TransCore, TransCore owns, solely and exclusively, all rights, title and interest in and to the TransCore Information Service, all the content (including, for example, audio, photographs, illustrations, graphics, pictures, drawings, sketches, other visuals, video, copy, recordings, software, artwork, images text forms, etc.), code, data and materials thereon, the look and feel, design and organization of the TransCore Information Service, and the compilation of the content, code, data and materials on such Information Service, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein. Your use of the TransCore Information Service does not grant to you ownership of any content, code, data or materials you may access on these Information Services.

Trademarks. All trademarks, logos, service marks and trade names displayed on TransCore’s Information Service are registered to TC License, Ltd. and may not be used unless authorized by TransCore. Those that are not the property of, or licensed to TC License, Ltd., are acknowledged on the Information Service. Nothing contained on any TransCore Information Service should be construed as granting, by implication, any license or right to use any trademark without our written permission or that of the third party rights holder. Your misuse of any trademark is strictly prohibited. If you would like to license the use of any of our trademarks or have questions regarding trademarks, please contact us.

Other Sites This Information Service may, from time to time, contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which TransCore exercises no control, and TransCore expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites. TransCore does not control, endorse, promote, or have any affiliation with any other Web site unless expressly stated herein.

Site Content TransCore may make changes to the Content, this Information Service, or the products or services made available in connection with this Information Service at any time, with or without notice, and makes no commitment to update any of these items.

Communications With The Information Service TransCore welcomes your feedback and suggestions about how to improve our products and services and this Information Service. By transmitting any suggestions, information, material, or other content (collectively, "User Content") to TransCore, you automatically grant TransCore the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such User Content (in whole or part) throughout the universe and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such User Content. Further, TransCore is free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send to this Information Service for any purpose whatever, including, but not limited to, creating and marketing products or services using such information.

Privacy Statement TransCore respects the privacy and security of its users. TransCore's goal is to provide users with a personalized Internet experience that delivers the information, resources, and services that are most relevant and helpful to the user. In order to achieve this goal, TransCore may collect information during user visits to understand what differentiates users. This Privacy Statement discloses the information gathering and dissemination practices of TransCore in connection with www.transcorefreightsolutions.com and all other World Wide Web sites owned or operated by TransCore, its affiliates, and its subsidiaries (collectively, the “Site”). TransCore may be contacted by mail at P.O. Box 23519, Portland Oregon 97281-3519, by phone at 800.547.5417 inside the United States, or 1.503.643.4331 outside the United States.

Disclaimer of Warranty and Liability THIS INFORMATION SERVICE AND THE CONTENT ON AND MADE AVAILABLE THROUGH THIS INFORMATION SERVICE, AND THE SERVICES AND PRODUCTS OFFERED IN CONNECTION THEREWITH ARE MADE AVAILABLE ON AN "AS IS" BASIS ONLY. USE OF THIS INFORMATION SERVICE IS ENTIRELY AT YOUR OWN RISK. TRANSCORE MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THIS INFORMATION SERVICE AND THE CONTENT ON AND MADE AVAILABLE THROUGH THIS INFORMATION SERVICE, AND THE SERVICES AND PRODUCTS OFFERED IN CONNECTION THEREWITH, EXPRESS AND IMPLIED, WRITTEN AND ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, AND OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUALITY, SYSTEMS INTEGRATION, AND NON-INFRINGEMENT. ANY AND ALL INFORMATION PROVIDED BY TRANSCORE, UNDER OR IN CONNECTION WITH THE INFORMATION SERVICE IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. TransCore shall not be liable for any direct, special, indirect, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including, without limitation, lost revenues or lost profits, which may or does result from the use of, access to, or inability to use this Information Service, the Content, or the products or services connected therewith, regardless of legal theory, whether or not any party had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose. You acknowledge that TransCore's sole obligation and exclusive responsibility in the event of material and continuing non-conformity, defect or error in the information of service shall be to take reasonable corrective actions upon discovery of the problem, and in no event shall TransCore and/or its third party information provider's cumulative liability under this agreement exceed the total fees paid by Customer to TransCore during the preceding 30 day period. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to you. In such jurisdictions, TransCore's liability is limited to the greatest extent permitted by law.

Indemnification You agree to defend, indemnify, and hold harmless TransCore, its contractors, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation attorneys' fees and litigation expenses) relating to or arising from this Information Service your (or your customer's use) use of this Information Service (or any derivatives of this Information Service offered by you), your fraud, violation of law, or willful misconduct, and any breach by you of these Terms and Conditions.

Some Services Unavailable Worldwide This Information Service may refer to some services or programs that are not available worldwide, without specifically identifying that the offers are geographically limited. Our reference to such services or programs does not imply that TransCore intends to offer such services or programs in all countries or locations.

Use of the Internet Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Neither TransCore nor its contractors will be liable for any loss resulting from a cause over which they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

Changes TransCore may from time to time revise these Terms and Conditions by updating this posting. Notice of any new or revised Terms and conditions, as well as the location of the new or revised Terms and Conditions, will be posted on the Information Service for at least 30 days after the change. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.

Termination To preserve the integrity of its services, TransCore reserves the right to suspend or cancel service at any time upon notice and reasonable opportunity to cure if, in TransCore's sole opinion, you are not handling third party financial or other obligations in a manner generally acceptable to the industry. TransCore reserves the right to terminate your access to this Information Service in the event that you violate these Terms and Conditions or for any reason whatever or no reason, upon written notice.

Miscellaneous Provisions TheseTerms and Conditions and any updates hereto represent the entire agreement between you and TransCore with respect to the subject matter hereof, supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements between us, and will be governed by and construed in accordance with the laws of the State of Delaware. The waiver or failure of TransCore to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions. In the event TransCore retains legal counsel to enforce this Agreement the prevailing party shall be entitled to receive its attorney’s fees, including fees on appeal or other judicial review, in addition to damages incurred, whether or not suit or action is commenced. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.

Purchasing Services For credit card customers, I understand my credit card will be charged for the services selected immediately upon receipt of my access passwords. Thereafter, my credit card will be charged in advance for services provided. Subscription price will be prorated for partial month at start up. Subscriptions shall automatically renew unless terminated in writing upon 30 days advance notice. TransCore may cancel any or all services if Subscriber is in material violation of any term or conditions of this Agreement. Cancellation of service will be effective 30 days after receipt of the written notice of cancellation. Payment is due while service is active even if not used. Prices are subject to change upon notice. TransCore does not guarantee the credibility of any contact made, nor any contracts or agreements entered into, either written or verbal, between any parties as a result of this information service. TransCore reserves the right to deny or cancel service to anyone at its sole discretion and to cancel service upon reasonable notice if complaints are received.

Security Deposit Payment is due in U.S. funds in advance of services provided, unless otherwise agreed in writing. TransCore reserves the right to a security deposit payable in advance of initiating any service. If any amount due TransCore is not paid as specified, such amount will be subject to a finance charge, equal to 1.5% of the unpaid balance per month (18% per annum). TransCore shall apply all payments on accounts first to finance charges, and the remainder, if any, to the principal.

Disputes All billing disputes must be presented in writing to TransCore within 30 days of invoice date. Direct inquiries to the Customer Financial Services Department, TransCore Commercial Services, LLC, P.O. Box 23519, Portland, Oregon 97281-3519, or via FAX at 503.672.5108, or by e-mail to billingservices@transcore.com.

Cancellation Policy You may request to cancel your subscription at any time. A 30 day written notice is required. In the event Customer terminates a contract early, TransCore reserves the right to charge back multiple month term contract sign-up discounts received by Customer. You may re-activate to active customer status at any time. To cancel subscription, contact TransCore at 1 (866) 487-8253. Upon termination, TransCore shall remit all prepaid unused subscription fees after adjustment for any multiple month or multiple location discounts to reflect actual service provided otherwise no credit will be issued for unused time.

System Requirements Customer agrees to abide by recommended system requirements, including amendments and upgrades thereto as published by TransCore from time to time, and agrees that TransCore's products shall not be installed or used on any computer system that does not meet minimum requirements.

Images of People or Places Images of people or places displayed on the Information Service are either the property of, or used with permission by, TransCore. The use of these images by you or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or by specific permission provided elsewhere on the Information Service. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statues.

Mis-Use of Postings, Monitoring, Indemnification Although TransCore may from time to time monitor or review discussions, chats, social media postings, transmissions, bulletin boards, and the like on the Information Service, TransCore is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Information Service. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law. TransCore will fully cooperate with any law enforcement authorities or court order requesting or directing TransCore to disclose the identity of anyone posting any such information or materials. TransCore reserves the right to remove messages or material posted by users of the Information Service to message boards or other areas, in its sole discretion. By submitting messages and/or materials to the Information Service, each user agrees to indemnify, defend and hold harmless TransCore from all damages, costs and expenses, including reasonable attorneys' fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to the user's submission.

TransCore Disclaimer TransCore presents information in many ways; most often on our websites; always as a service to TransCore members/users. Our goal is to provide the most accurate information available in our complex and constantly changing transportation marketplace. While we endeavor to be as accurate and timely as possible; we make no warranty or guarantee concerning accuracy, reliability, completeness, or suitability and provide all information AS IS. TransCore does not make safety determinations; we report safety data using FMCSA records. The TransCore CarrierWatch product is an aggregation point for content TransCore receives from reliable government and commercial sources. TransCore endeavors to keep this information as updated as possible. We make every effort to ensure the quality of our Information Service, however it is the sole responsibility of any member/user of our Information Service to check the credentials, including but not limited to the safety/authority record, of any party introduced to them by our service.