Tratics® Terms and Conditions
IMPORTANT: BEFORE ACCESSING OR USING ANY PART OF THE WWW.TRATICS.COM WEBSITE (THE “WEBSITE”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (THE “TERMS AND CONDITIONS”). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TRATICS INC. (“TRATICS”). FOR PURPOSES OF THESE TERMS AND CONDITIONS, “TRATICS” SHALL INCLUDE ANY PARENT, SUBSIDIARY, OR AFFILIATED COMPANY. THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE AND ALL SERVICES, PRODUCTS, APPLICATIONS, SOFTWARE, PROGRAMS, TOOLS, MATERIALS, CONTENT, WEBSITES OR PAGES, MOBILE APPLICATIONS, INSTALLED APPLICATIONS, ELECTRONIC DATA INTERCHANGE, E-MAIL, AND SERVICE OFFERINGS OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR USED IN ANY MANNER RELATED THERETO (COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICE” AND/OR THE “SERVICES”). TRATICS IS WILLING TO ALLOW YOU ACCESS TO AND USE OF THE WEBSITE ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE WEBSITE OR THE SERVICES. BY ACCESSING, VIEWING, OR USING THE WEBSITE AND SERVICES, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS HEREIN AND, AS THEY MAY CHANGE FROM TIME TO TIME, THAT YOU AGREE TO THEM AND INTEND TO BE LEGALLY BOUND BY THEM. “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL USING THE SERVICE AND IF YOU USE THE SERVICE ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, OR OTHER BUSINESS ENTITY, THEN “YOU” SHALL INCLUDE THAT BUSINESS ENTITY AND ANY INDIVIDUALS ASSOCIATED THEREWITH USING THE SERVICE. IF YOU ARE USING THE SERVICE ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU ARE NEVERTHELESS INDIVIDUALLY BOUND BY THESE TERMS AND CONDITIONS EVEN IF YOUR COMPANY HAS A SEPARATE AGREEMENT WITH TRATICS.
The Terms and Conditions are as follows:
1. LIMITATIONS ON SERVICE: YOU agree to comply with and adhere to the Terms and Conditions and any other policies issued by TRATICS related to the SERVICES. Violation of any of the Terms and Conditions stated herein or any other TRATICS policies may result in termination of YOUR access to and/or use of the SERVICES. TRATICS reserves the right to, and YOU hereby acknowledge and agree that, TRATICS may in its sole discretion refuse access to and/or use of the SERVICES to anyone for any reason at any time, including to YOU.
2. AMENDMENTS AND UPDATES TO THE TERMS AND CONDITIONS: TRATICS reserves the right to update, augment and/or change the Terms and Conditions from time to time without notice. YOU agree that any new features that augment or enhance the SERVICE, including the release of new tools and/or resources, shall be subject to the Terms and Conditions. Continued use of the SERVICE after any such changes shall constitute YOUR express, irrevocable consent to such changes. YOU can review the most current version of the Terms and Conditions at any time at www.TRATICS.com.
3. MODIFICATIONS TO THE SERVICE: TRATICS, in its sole discretion, has the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the SERVICE (or any part thereof) with or without notice for any reason at any time.
4. TRATICS SERVICE: The SERVICE is an internet based software platform that provides information to facilitate a transparent rail marketplace for North America. The SERVICE is not itself, nor is it an agent for a rail carrier or any other form of freight transportation provider (individually or collectively referred to as a “Transportation Provider” or “Transportation Providers”). All rail shipping rates, quotes, and tariffs are entered into the system directly by YOU. All market competitive rates are provided by the Surface Transportation Board’s (STB) Waybill Sample data, and TRATICS is not responsible for the accuracy or completeness of that information.
5. SUBSCRIPTION FEES AND PAYMENT TERMS: TRATICS offers payment based service plans under which TRATICS charges a subscription fee for use of the SERVICES. Subscription fee rates will be established upon the opening of an account with TRATICS by YOU or by the business entity with whom YOU are employed. All users are subject to credit approval. All charges are payable in US Dollars and are due upon receipt or upon agreed-upon terms. Any payment which is past due shall be subject to an additional charge at the rate of 1.5% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. Overpayments do not accrue interest and are subject to Virginia State Law. In the event the TRATICS retains an attorney or collection agency to collect unpaid charges or for the enforcement of these Terms and Conditions, all unpaid charges will be subject to a late payment penalty of 33% and YOU shall also be liable for all attorneys and collection agency fees incurred, together with related costs and expenses. TRATICS reserves the right to amend or adjust the subscription fee from time to time and will provide thirty (30) day notice of any subscription fee adjustments to YOU prior to enacting the change. When paying by credit card or electronic funds, YOU agree to be responsible for all charges payable, including any adjustments. These charges and adjustments, if any, will be automatically debited to YOUR credit card or bank account.
6. USER INFORMATION REQUIRED; RIGHTS GRANTED BY YOU TO TRATICS; AUTHORIZATION: YOU must provide YOUR first name, last name, company/business name, a valid email address and any other information requested in order to complete the signup/login process. YOU agree that this information provided by YOU will be accurate and current and YOU further agree to maintain and promptly update this information as necessary. By entering YOUR rail rate information and other content to TRATICS through the SERVICES to access and use the SERVICES, YOU are licensing that Content to TRATICS for the purpose of providing the SERVICES. TRATICS may use and store the content in accordance with these TERMS AND CONDTIONS and our Privacy Statement. You represent that YOU are entitled to submit it to TRATICS for use for this purpose, without any obligation by TRATICS to pay any fees or be subject to any restrictions or limitations.
7. ACCOUNT SECURITY: YOU agree that YOU are responsible for maintaining and protecting the security of YOUR SERVICES account and password. YOU further agree that TRATICS is not liable for any loss or damage resulting from YOUR failure to comply with this security obligation. YOU will refrain from charging anyone for access to any portion of the SERVICE, or any information therein. YOU will not allow non-registered users access to the SERVICE nor share any information from the SERVICE with any non-authorized users. Further, YOU agree YOU are fully responsible for anything that happens through YOUR account.
8. INFORMATION PROVIDED BY YOU TO TRATICS: By providing information through the SERVICE, YOU represent and warrant that YOU are entitled to submit the information and that the information is true, accurate, complete, current, and not in violation of any contractual restrictions or other third party rights. It is YOUR responsibility to ensure the accuracy of all information provided and to keep YOUR profile information accurate and updated.
9. USER ELIGIBILITY AND REQUIREMENTS: To be eligible to use the SERVICE, YOU must meet the following criteria and represent and warrant that YOU: (1) are 18 years of age or older; (2) are not currently restricted from the SERVICES, or not otherwise prohibited from having an account, (3) have full power and authority to agree to these Terms and Conditions and doing so will not violate any other agreement to which YOU are a party; (4) will not violate any rights of TRATICS, including these TERMS AND CONDITIONS and/or any intellectual property rights such as copyright, patent, licensing, or trademark rights; (5) agree to provide at YOUR cost all equipment, software, and internet access necessary to use the SERVICES; and (6) agree not to reproduce, copy, sell, resell, or exploit any portion of the SERVICE (including, but not limited to, the HTML/CSS or visual design elements of the WEBSITE), or use the SERVICE or access the SERVICE without the express written permission of TRATICS. Violation of this paragraph may result in civil and/or criminal penalties and fines as well as liability for attorney fees. TRATICS is subject to copyright © TRATICS LLC. All rights reserved.
10. COMPLIANCE WITH LAWS: YOU agree that YOU are responsible for, warrant compliance with, and will adhere to any and all applicable federal, state, local, foreign and international laws, regulations, ordinances, executive orders, rules, orders, standards, conventions, directives, and treaties.
11. MISUSE OF THE SERVICES: YOU agree to use the SERVICE only for the purpose for which it is intended. YOU agree not to modify, adapt, reverse engineer, create derivative works from, or hack the SERVICE or modify another WEBSITE so as to falsely imply that it is associated with the SERVICE, TRATICS, any TRATICS affiliates or any other TRATICS service. YOU agree not to use the SERVICE for any illegal or unauthorized purpose or activities. YOU agree not to upload, post, host or transmit unsolicited emails or text messages including “junk mail” and “spam” messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms and Conditions. YOU agree not to knowingly transmit any worm or virus or code of a destructive nature which interferes in any way with the SERVICE.
12. DISALLOWED CONTENT: TRATICS does not pre-screen content, but TRATICS has the right, but not the obligation, in its sole discretion, with or without notice, to refuse or remove any content for any reason or upon cancellation or termination of SERVICE. Further, TRATICS, has the right, but not the obligation, with or without notice, to remove content and accounts containing content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms and Conditions.
13. DELETED CONTENT: Content cannot be recovered once it is deleted. TRATICS has no obligation to store, maintain or provide YOU with a copy of any content that YOU or other users provide when using the SERVICES.
14. LIMITED LICENSE: On the condition that YOU comply with all YOUR obligations under these Terms and Conditions, we grant YOU a limited, revocable, nonexclusive, non-assignable license and right to access the SERVICES, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of TRATICS), view information and use the SERVICES that we provide on TRATICS webpages and in accordance with these Terms and Conditions. We reserve all rights not expressly granted in these Terms and Conditions, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in TRATICS and all related items, including any and all copies made of the TRATICS WEBSITE. The limited license provided herein is revocable at any time and for any reason by TRATICS.
15. INTELLECTUAL PROPERTY: All content and SERVICES on the TRATICS WEBSITE, including, but not limited to, trademarks and logos, designs, text, graphics, sounds, images, software, source code, and other WEBSITE materials (the “Materials”) are the intellectual property of TRATICS. No rights of any kind are licensed or extended to YOU regarding the Materials and/or any TRATICS intellectual property, except to the extent that a limited license to access and use the SERVICES is provided as set forth in Section 14 of the Terms and Conditions. None of the Materials may be copied, reproduced, or distributed in any form without the prior written permission of TRATICS. YOU may not, directly or indirectly scrape, harvest, or otherwise extract data from the WEBSITE and/or the SERVICES through the use of bots, crawlers, spider technology and/or other similar software without TRATICS’s prior written authorization. YOU may not reverse engineer or create derivative products from the Materials. TRATICS, the TRATICS logo, and other marks related to TRATICS products and services (“TRATICS Marks”) are the exclusive and valuable property of TRATICS. The TRATICS Marks can only be reproduced or displayed with specific written permission from TRATICS.
16. NO WARRANTY OF ACCURACY OF INFORMATION: TRATICS is not responsible for and does not endorse, review, or monitor any person using or subscribing to the SERVICE. TRATICS does not have any obligation to verify the identity of the person using or subscribing to the SERVICE. TRATICS does not warrant the accuracy of information provided by users or subscribers and does not warrant and shall not be liable to YOU for the accuracy or timeliness of information provided through the SERVICES. The SERVICE may, from time to time, contain links to other Internet websites for the convenience of users. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which TRATICS exercises no control, and TRATICS 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.
17. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.
18. MOBILE DEVICES: The SERVICE may provide certain services that are available to YOU via YOUR mobile phone or other mobile device if YOU have subscribed to them (collectively, the “Mobile SERVICES”). YOUR mobile carrier’s normal messaging, data, and other rates and fees may apply to YOUR use of the Mobile SERVICES. In addition, downloading, installing, or using certain Mobile SERVICES may be prohibited or restricted by YOUR mobile carrier, and not all Mobile SERVICES may work with all carriers or devices. Therefore, YOU are responsible for checking with YOUR mobile carrier to determine if the Mobile SERVICES are available for YOUR mobile devices, what restrictions, if any, may be applicable to YOUR use of the Mobile SERVICES and how much they will cost YOU. By using the Mobile SERVICES, YOU agree that TRATICS may communicate with YOU by SMS, MMS or other electronic means to YOUR mobile device and that certain information about YOUR usage of the Mobile SERVICES may be communicated to TRATICS. In the event YOU change or deactivate YOUR mobile telephone number, YOU agree to promptly update YOUR mobile subscription account information with us to ensure that the messages TRATICS intends to send to YOU are not sent to another entity who acquires such mobile telephone or number.
20. COMMUNICATIONS: The SERVICE may include certain communications via email from TRATICS, such as service announcements, administrative messages, newsletters, etc. YOU understand that these communications shall be considered part of using the SERVICES.
22. DISCLAIMER OF WARRANTIES: YOUR use of the SERVICE is at YOUR sole risk. TRATICS, the SERVICE, the information contained on or made available through the SERVICE or WEBSITE, as well as any SERVICE offered in connection with TRATICS are made “as is,” “as available” and with all inaccuracies. To the fullest extent permissible under applicable law, TRATICS disclaims any and all warranties and representations and makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice. TRATICS does not represent or warrant that the SERVICE will meet YOUR specific requirements. TRATICS does not represent or warrant that the SERVICE will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms, that the quality of any products, services, information or other material purchased or obtained by YOU through the SERVICE will meet YOUR expectations, or that any errors in the SERVICE will be corrected. THE OPERATION OF THE SERVICE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. TRATICS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, TRATICS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE TRATICS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. YOU AGREE THAT TRATICS IS NOT RESPONSIBLE FOR ANY CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, THEFT, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF THE SERVICE.
23. LIMITATION OF LIABILITY: In no event shall TRATICS have any liability for damage, loss, or delay to goods shipped incidental to use of the SERVICES of any kind. TRATICS’s sole responsibility is to provide the TRATICS platform for use, subject to the Terms and Conditions, and TRATICS’s liability is limited to a refund of the total subscription fee paid by YOU or on YOUR behalf in the thirty days immediately prior to any claim or related claims brought by YOU for any reason. To the extent the foregoing may be disallowed by applicable law, TRATICS’s liability shall be limited to the fullest extent otherwise permitted by law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRATICS, ITS PARENTS, SUBSIDIARIES AND AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THIS SERVICE, THE CONTENT, OR THE PRODUCTS OR SERVICES CONNECTED THEREWITH, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY OF THE SERVICE, ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR TERMINATION OF THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE, 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 THEIR ESSENTIAL PURPOSE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY OF THE AFOREMENTIONED DAMAGES, ANY DAMAGES YOU MAY INCUR BECAUSE SERVICES RECEIVED THROUGH THE SERVICE.
24. INDEMNIFICATION: YOU agree to defend, indemnify, and hold harmless TRATICS, its parents, subsidiaries and affiliated companies, and all of their respective directors, officers, employees, agents, and vendors 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 the SERVICE, YOUR access and/or use of the SERVICE (or any derivatives of the SERVICE offered to YOU) or any use under YOUR username and password whether or not authorized by YOU, YOUR fraud, violation of law, or willful misconduct, and any breach by YOU of these Terms and Conditions, including, but not limited to, YOUR use of our WEBSITE, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by YOU.
25. CONFIDENTIALITY: YOU shall not directly or indirectly disclose to anyone, or use for YOUR own benefit, or anyone else’s benefit, Confidential Information as defined herein except as necessary to facilitate transactions associated with using or subscribing to the SERVICE. “Confidential Information” shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, or pricing information. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media, or other form). The failure to mark, label or identify any of the above-described information as confidential shall not affect its status as part of the Confidential Information. TRATICS expressly agrees not to disclose to any third parties and/or parent, subsidiary and/or affiliated companies any Transportation Provider rate, service and/or pricing practice information it becomes aware of through its provision of SERVICES.
26. NO ASSIGNMENT: YOU shall not resell or assign YOUR rights or obligations under these Terms and Conditions.
27. GOVERNING LAW: These Terms and Conditions are governed by and construed in accordance with the laws of the State of Virginia, without reference to its conflict of laws rules. YOU hereby expressly submit and consent to exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction in the State of Virginia.
28. NO WAIVER: YOU agree that the failure of TRATICS to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Failure to enforce a breach or waiver of any provision or right shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right to thereafter enforce such, or any other, term or provision.
29. COMPLETE AGREEMENT: YOU agree that the Terms and Conditions constitute the entire, complete and exclusive agreement and understanding between YOU and TRATICS regarding the SERVICE and governs YOUR access to and use of the SERVICE, superseding any prior agreements, arrangements, or understandings, verbal or written, or whether established by custom, practice, policy or precedent, between YOU and TRATICS relating to the subject matter herein (including, but not limited to, any prior versions of the Terms and Conditions). YOU also may be subject to additional terms and conditions that may apply when YOU use or purchase certain other services, third-party content or third party software. Notwithstanding this section, if YOU use another TRATICS product or service, the terms and conditions of that product or service apply.
30. AGREEMENT UNAFFECTED BY UNENFORCEABLE TERM: In the event any terms or conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable as written. The representations, rights and obligations hereunder shall survive relief and termination for any reason.
31. FORCE MAJEURE: Under no circumstances shall TRATICS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or nonperformance of third parties.
32. TERMINATION OF SERVICE BY YOU: YOU may terminate YOUR access at any time by contacting us at firstname.lastname@example.org. If YOU terminate service, there will not be any refunds issued for funds already paid. These Terms and Conditions shall survive any termination.