Terms of Use - Version 6.1
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Before using the whole or any part of the Service (as defined below), please read the following terms and conditions which govern use of the Service. By using the Service or any portion thereof, you agree to these terms and conditions of use. If you do not agree, please do not use the Service or any part thereof. The Service is intended for use by businesses for business purposes and is not intended to be used by individuals for personal, family or household purposes.



CARGOSMART LICENSE AGREEMENT AND TERMS OF USE

ARTICLE 1
THE SERVICE



Section 1.01. The Service.
The “Service” consists of various services and information provided by CargoSmart Limited (“CargoSmart”) including, without limitation, the services and information provided on and/or in connection with:

(i) the CargoSmart web sites operating under the domain names www.cargosmart.com, www.cargosmart.cn, and such other domain names which CargoSmart may register and/or make available to you from time to time (“CargoSmart Web Sites”); and

(ii) the CargoSmart Desktop application, the CargoSmart Short Message Service application (“SMS”) (via wireless communications link),  the CargoSmart EDI Integration Service (as defined in Section 2.05 (iii)) or any other network communications infrastructure or any software or other functions made available to you by CargoSmart or its third party service providers (all together, with the CargoSmart Web Sites, the “CargoSmart Network”),

and includes all Content and the structuring, processing, translating and generating of such Content.

References to the “Service” are to the Service as a whole or any part thereof, as the context may require.

Content” means all and any Data (including, without limitation, any e-mail notifications and Worksheets (and documents generated thereby) made available to you  by CargoSmart as may be Posted to or otherwise accessible on or through the CargoSmart Network.

Data” means programs, text, messages, software, sound, pictures, video, graphics, any products or materials and any information in whatever form.

Posted” means uploaded, downloaded, posted, exchanged, transmitted to, generated in, communicated to, or included in.

User” means any person who accesses or uses the Service.

Worksheets” means the CargoSmart Booking Worksheet and the Shipping Instructions Worksheet as identified as such on the CargoSmart Web Sites, and any other software or other functions (and upgrades thereof) made available to you by CargoSmart.

You agree that there are no standards of performance for the Service except those that are expressly set forth in this Agreement.

Section 1.02. Your Eligibility.
As a condition for your use of the Service, you undertake, represent and warrant that:

(a) you have the legal and other requisite authority to enter into this Agreement with valid and binding effect on you and/or any entity you represent and on behalf of which you are entering into this Agreement; and

(b) you will only use the Service in compliance with this Agreement.

Section 1.03. Changes to the Service and Additional Terms.
(a) You acknowledge and agree that nothing in this Agreement constitutes an undertaking by CargoSmart to continue providing the Service, or any aspect of the Service. CargoSmart may, in its sole discretion and without specific notice to you, make additions to, change, modify, discontinue, delete or suspend the Service or any aspect thereof, including access to the Service or any Content item. Use of the Service after any change to it shall be deemed to constitute full acceptance of the Service as changed.

(b) This Agreement governs your use of the Service provided by CargoSmart.  Specific additional terms and conditions may apply to you and your use of certain portions of the Service and other items provided to you via or in connection with the Service, including, without limitation, the terms contained in the CargoSmart Carrier Service Agreement (including any amendments thereto), any EDI agreement, any CargoSmart Desktop License Agreement, and certain terms specified by a Participating Carrier (as defined in Section 6.04(a)(ii)) in relation to the preparation, transmission, storage, printing or other use of bills of lading, sea waybills or other shipping documents (“Internet Bill of Lading Agreement”) (if applicable) (singly and collectively, the “Service Agreements”).  Nothing contained in any such Service Agreements shall be construed as to reduce or limit your obligations contained in this Agreement. In addition to the terms contained in this Agreement and the Service Agreements are the terms contained within the Privacy and Security Statement which can be viewed by accessing the "Privacy and Security Statement" link on the CargoSmart Web Site. The Privacy and Security Statement is incorporated into this Agreement as if fully set forth herein.  Such additional terms are deemed to be set out in full in this Agreement together with any other specific terms, guidelines and rules Posted to the CargoSmart Web Sites from time to time and all are incorporated herein as such.

Section 1.04. Variations of this Agreement.
CargoSmart may at any time and in its sole discretion vary this Agreement (including, without limitation, changes to or the imposition of fees for use of the Service or any portion thereof) by publishing the amended terms and conditions on the CargoSmart Web Sites together with a notice that this Agreement has been updated or otherwise amended. You acknowledge and agree that by doing this, CargoSmart has provided you with sufficient notice of the variation, even where CargoSmart does not use additional means of notification. The amended Agreement shall be effective automatically upon being Posted to the CargoSmart Web Sites or on any later date specified in such notice. Your continued use of the Service will be deemed your full acceptance of this Agreement, as amended.

Section 1.05. License to Use.
(a) CargoSmart hereby grants to you, during the term of this Agreement and for your own internal business purposes only (which shall not include any business whose purpose is competitive with the commercial purpose or purposes or principles of CargoSmart), a limited, temporary, non-exclusive, non-transferable, non-sublicensable, personal and revocable license to access and use those portions of the Service applicable to your status as a Company Member (see Article 6), an Associate (see Article 7), a Carrier Member (see Article 8), an Individual Member (see Article 9) or as a person viewing non-password protected portions of the Service upon the terms and subject to the conditions of this Agreement. CargoSmart reserves all rights not expressly granted by it under this Agreement. You may not sell, lease, furnish or otherwise permit or provide access to the Service or its Content to any third parties, unless permitted to do so by this Agreement (including without limitation by Section 2.01) or by CargoSmart in writing.

(b) Unless expressly permitted by this Agreement (including without limitation by Section 2.01) or otherwise by CargoSmart in writing, you may not: (1) copy (including into computer memory and central processing unit cache) or otherwise reproduce any Content; (2) except to the extent any law applicable to this Agreement prohibits such a restriction, alter, modify or adapt the Service or any Content, including but not limited to translating, reverse engineering (whether by decompiling, disassembling or otherwise) or preparing derivative works thereof; (3) lend, republish, transmit, publicly display, link to, frame or distribute in any way any Content, except that you may:

(i) display, print, copy into computer memory and download Content for your own internal business purposes as necessary to effectively use the Service (and you acknowledge that any such copies remain the property of CargoSmart);

(ii) share limited portions of the Content with your customers and business affiliates in a manner and to no greater extent than required in the ordinary course of the shipping business, provided that such business (both yours and those of your business affiliates) shall not include any business remotely in the nature of the Service and you do not present any shared information or data in an unfair, misleading or discriminatory manner,

provided that you do not obscure, alter, remove or delete any copyright and other applicable notices contained in such Content and you specify the source of such Content.

(c) If applicable law authorizes you to perform certain types of reverse engineering and declares unenforceable contractual restrictions that conflict with that law, then you may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law but only once you have given CargoSmart prior notice in writing (to be given in accordance with Section 5.13).

Section 1.06. Termination of Use and Access.
You acknowledge and agree that CargoSmart may, in its sole discretion, limit, suspend or terminate your use of and access to the Service or any portion thereof for any reason. Neither CargoSmart nor any of its Related Parties (as defined in Section 3.04) will be liable to you or to any third party for limiting, suspending or terminating your use of the Service or any portion thereof or any Losses (as defined in Section 4.01) related to the limitation, suspension or termination of such use and access.

Section 1.07. Proprietary Rights.
(a) Any and all intellectual property rights associated with Content or Data relating to the Service (“IPR’s”) are the sole property of CargoSmart or third parties suppliers.  The Content, including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content is protected by copyright and database right and other laws in various countries throughout the world.  Elements of the Service are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All trademarks and/or service marks that appear in and/or on the Service, whether registered or unregistered, including, without limitation, ‘CargoSmart’, are trademarks, service marks or trade dress (“Marks”) owned by CargoSmart, its Affiliates or other entities that have granted CargoSmart the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of CargoSmart.  You acknowledge and agree that: (1) CargoSmart has certain IPR’s; (2) CargoSmart, its Affiliates and third party information providers, including without limitation, Participating Carriers (as defined in Section 6.04(a)(ii)), advertisement providers (if any), licensors and co-branders have certain proprietary rights in their respective Content including copyright, trademarks and/or service marks, whether registered or unregistered (including, without limitation the mark, “CargoSmart”); and (3) you are not granted any express or implied right in any such Content and the Posting of any Data (including displaying any Marks) on the Service neither constitutes a waiver of any proprietary rights nor a transfer by implication, estoppel, or otherwise of any such rights nor the grant of any license to you or any third party.

In this Agreement, an “Affiliate” means: (1) with respect to CargoSmart, a subsidiary of CargoSmart, any shareholder of CargoSmart, CargoSmart's ultimate holding company and any other subsidiary of that ultimate holding company together with CargoSmart's Subcontractors (as defined in Section 5.08); and (2) with respect to any other entity, a subsidiary of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)) and any holding company of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)), and any other subsidiary of such holding company.

(b) You warrant and agree that you will not: (1) misappropriate or otherwise misuse any Content; (2) infringe any of CargoSmart’s IPR’s, (3) remove or alter any copyright notices or other proprietary notices Posted on the CargoSmart Network, or any portion thereof; (4) remove, alter, block, circumvent or otherwise interfere with any copyright management information or any technological measure used by CargoSmart or other providers of Data to protect their Data; or (5) use any variations of such trademarks and/or service marks which are confusingly similar thereto.

Section 1.08. Your Grant of License to CargoSmart.
You hereby grant to CargoSmart, with respect to all Data which you may from time to time Post on the CargoSmart Network, including without limitation via e-mail, EDI message or SMS message, or documents generated thereby, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Data (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed.

Section 1.09. Submissions.
CargoSmart may collect ideas, concepts, or techniques for new services or products through your Postings of Data to the CargoSmart Network or via the Service or otherwise made known to CargoSmart (“Comments”).  If such Comments are received, you acknowledge that (a) they will not be considered confidential or proprietary, (b) CargoSmart is under no obligation to keep such information confidential, and (c) CargoSmart will have an unrestricted, irrevocable, world-wide, royalty free right to use, communicate, reproduce, publish, display, distribute and exploit such Comments in any manner it chooses. 


ARTICLE 2
ADDITIONAL OBLIGATIONS


Section 2.01. Confidential Information.
You agree to treat all materials related to the Service, including its Content (including, without limitation, company names) as strictly confidential and agree not to disclose such information to any third party unless such information:

(i) becomes generally available to the public other than as a result of a disclosure by you;

(ii) was available to you on a non-confidential basis prior to its disclosure;

(iii) is required to be disclosed by law, provided that any such disclosure shall be subject to you giving advance notice to CargoSmart in accordance with Section 5.13 of the legal requirement to disclose and providing CargoSmart with a reasonable opportunity to defend against disclosure under any such legal requirement (including any steps to be taken by you that CargoSmart may reasonably require) and, in any event, any such disclosure shall be limited to the maximum extent permitted by law; or

(iv) is permitted to be disclosed pursuant to Section 1.05(b)(ii).

Section 2.02. No Illegal Use.
(a) You acknowledge and agree that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement, and that you will not use or permit anyone else to use the Service, or any part thereof, including its Content (including, without limitation, any technical data and personal information) for any unlawful purpose. You agree to use the Service in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of CargoSmart, negatively reflect on the goodwill or reputation of CargoSmart and shall take no actions which would cause CargoSmart to be in violation of any laws, rulings or regulations applicable to CargoSmart.

(b) Certain jurisdictions control the export of products and information. You agree to comply with all such applicable restrictions and not to export or re-export any Content (including any software made available via the Service) to countries or persons prohibited under the applicable export control laws or regulations. If you access and download any Content (including any software made available via the Service), you represent that you are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Content (including any software made available via the Service).

Section 2.03. Specific Conduct Rules.
Without limiting the applicability of any other obligations or limitations of your use, you agree not to:

(a) post, link, e-mail or otherwise transmit any Data to or via the CargoSmart Network that is unlawful, harmful or otherwise objectionable or violates any governmental agency, local, state, national or foreign laws;

(b) post any Data to or via the CargoSmart Network that does not relate to, and fall within the scope of, permitted topics and subject matter as selected and approved by CargoSmart from time to time and notified to you as such;

(c) disguise, alter or misrepresent any Content or the origin of such material including, by impersonating any person or entity, creating a false identity or falsely stating or otherwise misrepresenting your affiliation with a person or entity or by manipulating headers or other identifiers;

(d) post, link, e-mail or otherwise transmit any Content or Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure/confidentiality agreements or undertakings);

(e) post, link, e-mail or otherwise transmit any Data that infringes any Marks, patents, trademarks, trade secrets, copyright or other proprietary rights of any party or rights of publicity or privacy;

(f) download, upload, post, link, e-mail or otherwise transmit any Data to or via the CargoSmart Network that contains viruses, Trojan horses, worms, time bombs, cancelbots or any other harmful or deleterious programs;

(g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(h) attempt to gain or gain unauthorized access to other computer systems through CargoSmart Network or the Service or any portion thereof;

(i) interfere with another individual's or entity's use and enjoyment of the Service;

(j) use the Service to engage in any activity that could be construed to constitute unsolicited or unauthorized advertising or promotional materials;

(k) use or access the Service in any way that, in CargoSmart's judgment, adversely affects the performance or function of the Service or interferes with the ability of authorized parties to access the Service or any portion thereof; or

(l) post, link, e-mail or otherwise transmit any Data which is defamatory in any way or of an obscene nature; and

WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER OBLIGATIONS AND IN CONSIDERATION OF YOUR REGISTRATION WITH AND/OR YOUR USE OF AND/OR ACCESS TO THE SERVICE, YOU AGREE TO:

(m) ensure that any and all Data submitted to CargoSmart and/or the Cargosmart Network is true, accurate, current, complete and not misleading as of the time sent, and that you shall promptly update any Data so submitted and reasonably expected to be relied on by CargoSmart or any other Users (including those contemplated by the disclosure provisions in the Privacy and Security Statement), to keep it true, accurate, current, complete and not misleading; and

(n) comply with the acceptable use policies of all third party networks over which the Service is used and any applicable local laws, rules and regulations regarding on-line conduct.

Section 2.04. Access to the Service.

In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and data, and/or wireless communications networks, as applicable to the parts of the Service you use, and pay any fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Service, including a computer and modem, handheld wireless device or other access device, as applicable. CargoSmart is not responsible for any equipment (including, without limitation, computer equipment and handheld wireless devices, and the costs thereof) or on-line or wireless service or any charges you may incur in connection with your access to or use of the Service.

Section 2.05. EDI Integration Service.
Subject to the terms and conditions of the EDI agreement you may have with CargoSmart, you may use the EDI Integration Service to the extent that such function is available to you. You undertake and agree that:

(i) the EDI Integration Service is intended to provide Content to Users to assist in integrating information with Participating Carriers, Non-Participating Carriers, logistics providers and/or other third parties designated by you or by CargoSmart (“EDI Parties”) as the case may be;

(ii) Data from EDI Parties will be structured in accordance with the agreed method of interchange based on the EDIFACT or ANSI X.12 standard for presentation and structuring or such other protocol agreed with CargoSmart (“Adopted Protocol”) and transmitted in accordance with the legal and technical procedures and rules applicable using the Adopted Protocol and transmitted to, received, sent or stored electronically (if applicable) with EDI Parties relating to the transport services (“Message”);

(iii) each Message’s contents shall be: (a) understood as an expression of the sender’s legal intent; (b) deemed “written” and “signed” by the sender. You agree that you and the EDI Parties shall not contest the validity or enforceability of Messages under the provisions of applicable laws relating to whether certain agreements are to be in writing or signed by them to be bound thereby.  Messages, if introduced as evidence on paper in any judicial, arbitration mediation or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form.  You undertake to procure, assist and ensure that no claim or allegation shall be made against CargoSmart and/or its Affiliates and if such claim or allegation nevertheless be made, you shall indemnify the Indemnified Party (hereinafter defined) against all consequences.  The “EDI Integration Service” (also known as “EDI Service”) means the permitting, exchange or communication of Data by electronic interchange (including translating, structuring, processing, receiving, sending, storing and forwarding), in accordance with uniform specification on procedures, structure and format of Data of the Adopted Protocol between you and EDI Parties.


ARTICLE 3
CARGOSMART WARRANTY AND EXCLUSIVE REMEDY; DISCLAIMERS OF ALL OTHER WARRANTIES; LIMITATION OF LIABILITY; AND YOUR NOTIFICATION AND ASSUMPTION OF CERTAIN SPECIFIED RISKS


Section 3.01. Provision of Services, Exclusive Remedy.
(a) CargoSmart uses commercially reasonable efforts to make the Service available. In the event that the Service is not available as a result of a failure by CargoSmart to perform its obligations under this Agreement, CargoSmart will endeavor, giving due regard for the cost, time, and effect on other Users of the Service, to correct any such failure.

(b) IN THE EVENT THAT THE SERVICE OR ANY PORTION THEREOF IS NOT AVAILABLE OR IF YOU BECOME DISSATISFIED WITH THE SERVICE OR ANY PORTION THEREOF, IN ANY WAY AND FOR ANY REASON, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE OR THE APPLICABLE PORTION THEREOF AND NOTIFY CARGOSMART OF YOUR TERMINATION OF USE.

Section 3.02. Disclaimer of All Other Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT  THE SERVICE AND THE DATA AND CONTENT, WHETHER SUPPLIED BY CARGOSMART OR BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, COMPANY MEMBERS, INDIVIDUAL MEMBERS, ASSOCIATES, CARRIER MEMBERS, PARTICIPATING CARRIERS AND NON-PARTICIPATING CARRIERS)  IS PROVIDED "AS IS" AND NEITHER CARGOSMART NOR ITS AFFILIATES GIVE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE SERVICE, AND CARGOSMART AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, FREEDOM AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR FREEDOM FROM INFRINGEMENT) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY AGREE THAT CARGOSMART AND ITS AFFILIATES GIVE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT ANY BOOKING REQUEST, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE WILL BE PROCESSED BY CARGOSMART OR RECEIVED AND ACTED UPON BY ANY PARTICIPATING CARRIER OR OTHER USER.

Section 3.03. Notification and Assumption of Risk.
(a) The Service may be interrupted and have errors. You acknowledge and agree that, without limitation, CargoSmart does not warrant that:

(i) you will be able to use the Service or that it will continue to be made available in its current or any other form at the current domain name or any other domain names;

(ii) the Service will be uninterrupted or error-free (including virus-free);

(iii) Data will be Posted to, updated, removed, edited or accessible on the Cargosmart Network in a timely fashion; or that

(iv) defects will be corrected. CargoSmart and its Affiliates (and their Affiliates) (as defined in Section 1.07) assume no responsibility for misdelivery, delay, deletion, alteration or failure to store any of your Postings, personalized settings, requests for delivery or other requests and communication with or through the Service or in respect of any Content. By using the Service you agree that you will not rely on the Service being available, uninterrupted or error-free.

(b) Data Posted by CargoSmart: Content is for reference only. You acknowledge that although CargoSmart believes the Data Posted by CargoSmart to the Service to be generally reliable, any Data Posted, including but not limited to, Data relating to sailing schedules, shipment details, vessel information, rail shipment information, milestone notifications, shipment exception alerts, reports, details of rates, Carrier Members' training materials and marketing materials on the Service or any portion thereof, may be inaccurate, incomplete or not useful for your particular purpose, and is for your reference only. By using the Service, you agree that you will not rely on any Content and that you will evaluate and assume all risks associated with the use of any such Content.

(c) Data Posted to the Service by Users: You acknowledge that although CargoSmart encourages communication between Users, CargoSmart is not able to ensure that Data Posted to the Service or any portion thereof by Users, including, without limitation, Company Members, Individual Members, Associates, Carrier Members, Participating Carriers and Non-Participating Carriers (as defined in Section 6.04(c)) is accurate, current, true and/or Posted to the CargoSmart Network in accordance with any and all applicable law. You also acknowledge and agree that CargoSmart cannot prevent people acting under false pretenses, or prevent persons lacking the requisite legal capacity and powers from using the Service. Furthermore, you acknowledge that a reference to or an appearance on the CargoSmart Network is not an indication of the creditworthiness, trustworthiness or acceptability of any User. CargoSmart cannot and does not control whether or not the Users, including, without limitation, Company Members, Individual Members, Associates, Carrier Members, Participating Carriers and Non-Participating Carriers will, or have the ability to, complete their transaction with you. By using the Service, you agree that you must bear all risks directly and/or indirectly associated with your use of any Content, information and/or documents generated thereby, and your dealings with other Users including, without limitation, Company Members, Individual Members, Associates, Carrier Members, Participating Carriers and Non-Participating Carriers, and CargoSmart and its Affiliates do not make or give any representation or warranty about the Content and Data Posted to the CargoSmart Network or any portion thereof by Users.

(d) Transmissions to and from the CargoSmart Network: You acknowledge that the technical processing and transmission of the Service may involve (1) changes to conform and adapt to technical requirements of connecting networks or devices and; (2) transmissions over various networks, and that no data transmission or confidentiality of such data transmission over the networks comprising the Internet or other wireless communications networks can be guaranteed as totally secure and further that Data transmitted by you to or through the CargoSmart Network or over such various networks may be viewed, cached, stored, and/or otherwise used by the operators or owners of such various networks. By using the Service and transmitting Data to or through the CargoSmart Network or any portion thereof, you agree to assume all risks connected with the transmission and technical processing of such Data and/or Content and accordingly, CargoSmart and its Affiliates are not responsible for the security of any such Data and CargoSmart and its Affiliates shall have no liability for interruptions or omissions in Internet, network or hosting services.

Section 3.04. Limitation of Liability.
(a) EXCEPT AS OTHERWISE SET FORTH IN THIS ARTICLE 3, IN NO EVENT WILL CARGOSMART, ITS AFFILIATES, AND/OR THEIR SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS AND AGENTS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY  INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL CLAIMS, LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PRESENT OR PROSPECTIVE PROFITS, OPPORTUNITY, BUSINESS OR DATA), FINES OR PENALTIES ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING UNDER INDEMNITY) OR TORT (INCLUDING NEGLIGENCE), OR WHETHER ARISING UNDER STATUTE BY MEANS OF STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL THEORY (INCLUDING UNDER CRIMINAL LAW), EVEN IF CARGOSMART OR THE RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.

(b) WITHOUT LIMITING THE GENERALITY AND APPLICABILITY OF THE FOREGOING OR OF ARTICLE 4, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER CARGOSMART NOR ANY OF THE RELATED PARTIES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR LOSS CAUSED BY OR CONNECTED WITH (I) SHUTDOWN, DELAY, INTERRUPTION OR DEFECT IN THE COMMUNICATIONS WITH AND OPERATIONS WITH THE SERVICE; (II) ANY ERROR, OMISSION, FAILURE, DELAY, ALTERATION, THEFT, USE OR DESTRUCTION OF INFORMATION (WHETHER RESIDING ON THE SERVICE OR ON YOUR EQUIPMENT), REGARDLESS OF CAUSE (UNAUTHORIZED ACCESS, VIRUS OR OTHERWISE) OR SOURCE (CARGOSMART OR THIRD PARTY PROVIDER); (III) ANY ERRONEOUS, NON-CURRENT, INCOMPLETE OR MISLEADING INFORMATION OR DATA OBTAINED OR DERIVED FROM ANY SOFTWARE, PRODUCTS, SERVICES OR OTHER DATA AND CONTENT USED OR OBTAINED ON, THROUGH OR IN CONNECTION WITH THE SERVICE; (IV) ANY UNAUTHORIZED OR INCORRECT PREPARATION, STORAGE, TRANSMISSION, PRINTING OR OTHER USE OF BILLS OF LADING, SEA WAYBILLS OR OTHER SHIPPING DOCUMENTS (WHETHER SUCH ERROR MANIFESTS AS DELIVERY TO A WRONG RECIPIENT, DELAYED DELIVERY, PARTIAL MISDELIVERY, FAILURE OR REFUSAL TO DELIVER; INCORRECT OR INCOMPLETE INFORMATION CONTAINED IN SUCH SHIPPING DOCUMENTS OR OTHERWISE);(V) ANY ERROR, OMISSION, FAILURE OR DELAY CAUSED BY YOUR COMMUNICATIONS PROVIDERS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET SERVICE PROVIDER AND ANY WIRELESS SERVICE PROVIDER; OR (VI) FAILURE OF ANY OF YOUR BOOKING REQUESTS, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE TO BE PROCESSED BY CARGOSMART AND/OR RECEIVED AND ACTED UPON BY ANY PARTICIPATING CARRIER OR OTHER USER.

(c)IF, NOTWITHSTANDING THE RELEASES AND INDEMNITY SET FORTH IN ARTICLE 4, ANY OR ALL OF CARGOSMART OR THE RELATED PARTIES ARE FOR ANY REASON HELD LIABLE TO YOU OR ANY OTHER PERSON IN ANY CIRCUMSTANCE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON IS LIMITED TO US$100 OR ITS EQUIVALENT IN LOCAL CURRENCY.

(d) YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY OTHERWISE HAVE UNDER ANY STATUTE OR LAW.

Section 3.05. Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW OR LIMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT CASE, THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT PERMITTED BY LAW AS SET FORTH IN SECTION 5.13(b) OF THIS AGREEMENT.


ARTICLE 4
RELEASES AND INDEMNITY


Section 4.01. Disputes With Users.

CargoSmart is not a party to any transactions between any of the Users of the Service or any portion thereof, including, without limitation, transactions you may have with any Participating Carrier and any transaction entered into by you by using the booking request, shipping instruction, bill of lading document manager, Relationship Manager or any other services, or the invoices and payments function of the Service. Accordingly, if you have a dispute with another User, including, without limitation, any Participating Carrier, you hereby waive and release CargoSmart and all Related Parties that are not acting as a carrier or provider of any transportation service in the relevant dispute (the "Indemnified Party") from all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including without limitation, attorneys' fees), of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (collectively, "Losses"), arising out of or in any way connected with such disputes and you agree to defend, indemnify and hold each Indemnified Party harmless for any such Losses.

Section 4.02. Your Use of the Service.
Subject to Section 4.01 you agree to defend, indemnify and hold each Indemnified Party harmless from all Losses due to or arising out of or in connection with your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another or use, transfer or other disposition subsequent to the time when you knew or should have known that a bill of lading and/or invoice obtained on or through the Service was delivered to you in error or contained incomplete, incorrect or other misleading information. This indemnity (together with the one given in Section 4.01) may, without in any way limiting the Indemnified Party, be claimed as a debt or a liquidated demand.

Section 4.03. Assumption of Defense.
The Indemnified Party reserves the right, at its own expense, to assume the defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of or compromise any such matter without the prior written consent of the Indemnified Party.


ARTICLE 5
MISCELLANEOUS


Section 5.01. Governing Law and Jurisdiction.

(a) To the fullest extent permitted by law, this Agreement shall be governed and construed in accordance with the substantive laws of England excluding (i) the United Nations Convention on Contracts for the International Sale of Goods; (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the fullest extent permitted by law, the controlling language for this Agreement is English. Any translation (if any) is provided for your convenience, and you may view the English language version by (a) returning to the home page for the country that you have selected, and (b) then clicking on the link to the Terms of Use located at the bottom of the page of the CargoSmart Web Sites.

(b) BY ACCESSING OR USING THE SERVICE, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, AND THAT PROPER VENUE SHALL LIE IN THE AFOREMENTIONED COURTS, AND YOU AGREE NOT TO COMMENCE OR PROSECUTE ANY SUCH CLAIMS, ACTIONS, OR PROCEEDINGS OTHER THAN IN THE AFOREMENTIONED COURTS. THIS JURISDICTION AGREEMENT IS IRREVOCABLE AND IS FOR THE EXCLUSIVE BENEFIT OF CARGOSMART.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.02. Injunctive Relief.
You acknowledge and agree that any breach or threatened breach by you of any provision of this Agreement, including, but not limited to, Section 2.01, (Confidential Information); and Section 1.07 (Proprietary Rights) may give rise to continuous injury to CargoSmart and the Related Parties irreparable by the payment of damages. Accordingly, CargoSmart and any affected Related Party are entitled to seek immediate injunctive relief or specific performance in such circumstances in addition to and without affecting any other rights or legal remedies which may be available to them.

Section 5.03. Links to or from Other Web Sites and other Resources.
(a) Hyperlinks and other pointers (“Links”) to web sites, web-pages, resources, advertisements or sponsorships  other than those of CargoSmart's Affiliates (“Third Party Resources”).
You acknowledge that the Service, or any portion thereof, may contain Links to other locations or to other web sites on the Internet. These Links may lead to Third Party Resources published or operated by third parties who are not affiliated with or in any way related to CargoSmart, including, without limitation, Participating Carriers, financial institutions and co-branders.  By providing Links to Third Party Resources , CargoSmart shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or the services or products they provide on their Third Party Resources, or to have any form of cooperation with such third parties or such Third Party Resources. CargoSmart does not make any warranties or representations regarding such Third Party Resources. In particular, CargoSmart does not endorse any data available on or through such Third Party Resources and does not make any warranties regarding the availability of such Third Party Resources. By using any Link to such Third Party Resources, you acknowledge and agree that: (1) you must bear all risks pertaining to the availability of such Third Party Resources; (2) CargoSmart does not authorize infringement of any proprietary rights in materials on such Third Party Resources by Linking to such material; (3) CargoSmart is not in any way responsible for the data or content of any externally linked web sites or Third Party Resources; (4) CargoSmart is not responsible for any damages or losses incurred or suffered by you arising out of or in connection with your use of the Links to such Third Party Resources; (5) CargoSmart is not a party to any contractual arrangements entered into between you and the provider of the Third Party Resources; and (6) any Links to such Third Party Resources that contain downloadable software are provided for your convenience only, and CargoSmart is not responsible for any difficulties you may encounter in downloading the software or for any consequences from your doing so or your use thereof. Use of any software downloaded from the Internet may be governed by a licence or other agreement with the relevant software provider, and your failure to observe the terms of such licence or other agreement may result in an infringement of intellectual property rights of the relevant software provider for which CargoSmart is not in any way responsible.

(b) Hyperlinks to web sites of CargoSmart's Affiliates. You acknowledge that CargoSmart may also include hyperlinks to other CargoSmart's Affiliates' web sites for your convenience. The products and services offered on these web sites may be limited to persons located or residing in only that particular jurisdiction and the content on these linked web sites may not be intended for persons located or residing in jurisdictions that restrict the distribution of such content. The terms and conditions governing the use of the web site of each Affiliates may differ, and you agree that you shall consult, carefully read and comply with the applicable terms and conditions before using such web sites.

(c) Links from external web site to the CargoSmart Web Sites. You may set up hypertext links from other web sites to any of the CargoSmart Web Sites, if you first obtain our written approval (which may be withdrawn without explanation or notice if CargoSmart, in its sole discretion, decides that such set up is excessive or inappropriate) and you agree that:

(i) the CargoSmart Web Sites may only be accessed in accordance with this Agreement and any other terms set forth in CargoSmart’s written approval to so link to the CargoSmart Web Sites;

(ii) you shall ensure that any of the CargoSmart Web Sites are accessed with its domain name displayed and nothing on the other web sites suggest or could be understood to imply that any part of any of the CargoSmart Web Sites are part of any other web site;

(iii) any link to any of the CargoSmart Web Sites shall always be an active and direct link to the particular CargoSmart Web Sites, and shall be made directly to the home or front page of the particular CargoSmart Web Site only and no "framing" or "deep-linking" of any of the CargoSmart webpages or any Content is allowed;

(iv) you will not use or display CargoSmart logos, trade names and trademarks as a hyperlink without CargoSmart's prior approval;

(v) CargoSmart is not responsible for the setup of any hyperlink from a third party web site to any of the CargoSmart Web Sites. Any link so set up shall not constitute any form of co-operation with, or endorsement by, CargoSmart of such third party web site; and

(vi) CargoSmart is not liable for any loss or damage incurred or suffered by you or any third party arising out of or in connection with any  failure to comply with such link.

Section 5.04. Monitoring.
To ensure compliance with laws, regulations, requests by government agencies and self-regulatory organizations, this Agreement and any operating rules pertaining to the Service, CargoSmart shall have the right, but not the obligation, to monitor all Content, whether publicly Posted or privately transmitted to, from or through the Service. CargoSmart may edit, refuse to Post, remove or otherwise act upon Content that CargoSmart, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Under no circumstances shall CargoSmart be deemed to have any responsibility for any Content solely by virtue of CargoSmart providing the Service or exercising its monitoring rights.

Section 5.05. Disclaimer of Agency and Fiduciary Role.
Unless otherwise agreed in writing, CargoSmart and you are independent contractors. This Agreement is not intended to and does not create any agency, partnership, joint venture, employer-employee or franchiser-franchise relationship or any other fiduciary relationship under any jurisdiction either between CargoSmart and each User or among such Users. Except as otherwise expressly provided, CargoSmart is not the agent, fiduciary, trustee, partner or other representative of anyone using the Service.

Section 5.06. No Financial or Professional Service.

(a) You understand and agree that the Service, including the Content, does not constitute an offer to buy, sell, or trade in any goods or services or any insurance, trade finance or any other financial instruments or commodities or participate in any trading system or undertake, or participate in, a particular trading strategy.

(b) Decisions to buy or sell any goods or services including financial instruments should be based on your own judgment and upon advice from your independent legal and financial advisors obtained outside the Service. You agree not to rely on any Content, whether provided by CargoSmart or any User of the Service or any service provider, as recommendations or advice to enter into any transactions or otherwise treat the Content as investment advice.

(c) You represent and warrant that you are sophisticated in financial and commercial affairs generally and that you are independently, or in concert with your independent advisors, capable of evaluating the worth of each transaction you enter with CargoSmart Users or CargoSmart or otherwise, be it buying, or selling, without reliance on the Service.

(d) You agree that neither CargoSmart, nor any other User of the Service, provides any legal, tax, or accounting advice or advice regarding the suitability or profitability of any goods or services on or through the Service or by providing access to the Service.

Section 5.07. Suspension and Termination.
The original term of this Agreement shall commence on the date you access the Service. You agree that CargoSmart, in its sole discretion, may terminate or suspend your use of the Service or any portion thereof at any time and for any or no reason, even if access and use continues to be allowed to others. Upon such suspension or termination, you must immediately (a) discontinue use of the Service, and (b) destroy any copies you have made of any portion of the Service. Accessing the Service after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that CargoSmart shall not be liable to you or any third party for any termination or suspension of your access to the Service. All licenses granted by you, the covenants, representations and warranties made by you, the limitations of liability set forth in this Agreement and all provisions in relation to confidentiality and the indemnity given pursuant to Article 4 shall survive indefinitely, regardless of any termination of or any revocation or suspension of authorization to use and/or access the Service or any portion thereof. Upon termination of your rights to access and use any portion of the Service, all licenses granted to you hereunder (or, in the case of termination or suspension of your rights to access and use only a portion of the Service, the license rights applicable to those portions terminated or suspended) shall immediately cease and be of no further force or effect.

Section 5.08. Assignment and Sub-Contracting.

CargoSmart shall have the right to assign or subcontract any or all of its obligations under this Agreement at any time. You undertake that no claim or allegation shall be made against any person performing or undertaking such obligations (including without limitation to all servants, agents and Subcontractors of CargoSmart) other than CargoSmart, which imposes or attempts to impose upon any such person, any liability whatsoever or howsoever arising whether or not arising out of negligence on the part of such person and, if any such claim or allegation should nevertheless be made, you will indemnify CargoSmart against all consequences thereof. Without prejudice to your indemnity obligations herein, every Subcontractor of CargoSmart shall have the benefit of every right, defense, limitation and liberty of whatsoever nature herein contained or otherwise available to CargoSmart as if such provisions were expressly for its benefit, and in entering into this Agreement, CargoSmart does so not only on its own behalf but also as agent and trustee for such persons. The term "Subcontractor" as used herein shall include both direct and indirect subcontractors hired by CargoSmart to perform CargoSmart's own obligations under this Agreement or the obligations of any person for whom CargoSmart acts as agent including, without limitation, any person who provides hosting services in respect of the Service or any portion thereof, such services including without limitation, managing communication protocols and housing the CargoSmart Network or any portion thereof and any and all software in respect of the Service or any portion thereof.  For the avoidance of doubt, providers for the World Wide Web and the wireless communication networks referred to in Section 2.04 are not subcontractors of CargoSmart.

Section 5.09. Carrier's Information.

Content on the CargoSmart Network or any portion thereof may contain general information about Participating Carriers and any of their Affiliates from time to time. EXCEPT FOR THE TERMS OF USE, AND TERMS IN THE PRIVACY AND SECURITY STATEMENT AND UNLESS EXPRESSLY STATED IN CERTAIN DISCLAIMERS AND NOTICES, THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INDUCEMENT TO ENTER INTO A LEGALLY BINDING CONTRACT BY THE PARTICIPATING CARRIER AND DOES NOT FORM PART OF THE TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES RENDERED BY SUCH PARTICIPATING CARRIERS.

Section 5.10. CargoSmart Privacy Policy.

Subject to you indicating otherwise on your registration form or notifying CargoSmart by e-mail or in writing, to the maximum extent permitted by applicable law, you hereby provide CargoSmart and its Affiliates with all necessary consents, licenses, permits and authorizations as may be required by any applicable law or otherwise (including all privacy and other data protection regulations and legislation) as shall be necessary for the transfer of personally identifiable information (as defined in the Privacy and Security Statement) to CargoSmart or its Affiliates, and/or third parties including without limitation the parties listed in Clause 6 of the Privacy and Security Statement, wherever they may be situated, and for the use and processing of such information by CargoSmart, its Affiliates or their Affiliates and/or third parties, including without limitation the parties listed in Clause 6 of the Privacy and Security Statement. CargoSmart's use of personally identifiable information is subject to our Privacy and Security Statement.

Section 5.11. Copyright Infringement Policy.
CargoSmart accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Furthermore, CargoSmart has implemented procedures to review and act on written notifications of alleged infringements that conform to the requirements set forth below (“Infringement Notice”). Upon receiving an Infringement Notice, CargoSmart may, but is not obliged to, in CargoSmart's sole discretion, limit, suspend, or terminate your right to use the Service if CargoSmart determines, in its sole and absolute discretion, that you are involved in activity that infringes a copyright, patent, trademark or other proprietary right.

The Infringement Notice must be:

(a) directed to CargoSmart's designated agent:

Director (Copyright Agent)
CargoSmart Limited
2680 Zanker Road #120
San Jose, CA 95134, U.S.A.
Telephone: 1-408-325-7600

E-mail: copyright@cargosmart.com

(b) and include the following information:

(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interests believed to be infringed;

(ii) a description of the copyrighted work or other materials believed to be infringed;

(iii) a description of the material believed to be infringing the copyrighted work, and information that allows CargoSmart to locate the material;

(iv) information that will reasonably allow CargoSmart or its representatives to contact you, such as your name, address, telephone number, and e-mail address;

(v) a statement that you, in good faith, believe that the allegedly infringing use is not authorized by the copyright owner or other proprietary right owner, its agent or the law;

(vi) a sworn affidavit, made under penalty of perjury, that the above information in your Infringement Notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Section 5.12. Child Online Protection Act Notification.
Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at, among other locations, the Electronic Frontier Foundation Web site, http://eff.org/Censorship/Censorware/, and at the GetNetWise Web site, http://www.getnetwise.org.

Section 5.13. General Information.
(a) The failure or delay of CargoSmart to exercise or enforce any right, remedy or power provided under this Agreement (or any other document referred to in it) or provided by law shall not constitute a waiver of such right, remedy or power or affect the same. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The single or partial exercise of any right, remedy or power provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, remedy or power.

(b) If any of the provisions of this Agreement are found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that gives effect to the intent of these terms of use so that this Agreement shall remain in full force and effect.

(c) Except as explicitly stated otherwise, notices from you shall be given to CargoSmart by e-mail and notices by CargoSmart shall be sent to the email address you provide to CargoSmart, or such other address, as CargoSmart or you respectively shall specify. Notice shall be deemed to be given 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail to the address provided by you or on your behalf to CargoSmart. In such case, notice shall be deemed to be given 3 days after the date of mailing.

(d) Transmissions to and from the Service or any portion thereof or directed to CargoSmart, including without limitation, e-mails, can be intercepted by third parties and may not be immediately received by the appropriate business unit at CargoSmart. Please do not use e-mail to send CargoSmart communications that: (1) contain confidential information; (2) CargoSmart requires to be in writing; or (3) need the immediate attention of the appropriate CargoSmart business unit. Instead, please call at 1-408-325-7600 or write to: 2680 Zanker Road #120, San Jose CA 95134, U.S.A., Attention: Customer Care.

(e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.

(f) This Agreement contains the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings between the parties. This Agreement may, however be amended or varied in accordance with the terms and conditions of this Agreement and additional agreements may apply to you by virtue of your use of services, programmes or functions forming part of the Service.

Section 5.14. Contracts (Rights of Third Parties) Act 1999.
The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 (the "Act"), by any person who is not a party to this Agreement save that the benefits conferred on the Related Parties pursuant to Section 3.04, Subcontractors pursuant to Section 5.08, Participating Carriers pursuant to Section 6.04 (if applicable) and the Indemnified Parties pursuant to Article 4 respectively shall be enforceable by virtue of the Act. Further, no Related Party, Subcontractor, Participating Carrier, nor Indemnified Party may enforce or take any step to enforce any such provisions of Sections 3.04, 5.08, 6.04 or Article 4, respectively, without the prior written consent of CargoSmart, which may, if given, be given on such terms and subject to such conditions as CargoSmart may in its absolute discretion determine.

Section 5.15. Written Document.
You may preserve this Agreement in written form by printing it for your records, and you waive any other requirement that this Agreement be evidenced by a written document.


ARTICLE 6
ADDITIONAL TERMS APPLICABLE TO MEMBERS


Section 6.01. Conflict with General Terms.
The terms and conditions set forth in this Article 6 are specific to a Company Member's use of the specific services (which form part of the Service) made available to Company Members. Unless specifically excluded by this Article 6, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article will not limit or reduce any Company Member's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement. Without prejudice to the generality of the foregoing, this Article 6 shall not preclude CargoSmart from relying on any provision in this Agreement (including Articles 3 and 4) in respect of any Company Member or former Company Member.

Section 6.02. Becoming a Company Member.
(a) To become a “Company Member” (previously known as “Member”), you must: (i) be a company (or other body corporate), sole proprietor or partnership (or an individual or group of individuals acting in the course of business), that meets the eligibility criteria referred to in Section 1.02 above and such other criteria as CargoSmart may set from time to time, (ii) complete and submit a registration form, (iii) be approved by CargoSmart, and (iv) agree to be bound by the terms in this Agreement, including this Article 6. The registration form can be submitted by you or the Participating Carrier on your behalf either in hard copy, facsimile, via e-mail or on-line.  CargoSmart reserves the right to, in its sole discretion, reject any application for registration, withdraw or revoke the approval of any Company Member or limit, suspend or terminate the Company Member's use of and/or access to the Service or any portion thereof.  References in this Article 6 to a “Company Member” are to companies or other corporate bodies who have complied with the conditions set out in this Section 6.02 (a) and references in this Article 6 to ‘you’ are to you as a Company Member (or prospective Company Member).

(b) When registering as a Company Member, you must designate and specify in the appropriate part of the registration form, an account administrator and contact person (“Administrator”). The Administrator shall be deemed to be your agent, and in your name, place and stead, have full power and authority, acting singly, to do all such acts and things which may be deemed proper in or in connection with your account, including, without limitation, managing your accounts and nominating and appointing additional persons authorized to use and/or access the Service for and on your behalf (each such person a “Designated User”) and further nominating and appointing such Designated User(s) (as the Administrator may select) (each such Designated User as selected a “Group Administrator”) to perform the administrative tasks within groups of Designated Users (each such group a “Group”). You shall only permit your current employees to be and remain, designated as Administrator or Designated User. CargoSmart may, in its sole discretion, reject any request for designation of a particular Administrator or Designated User, withdraw or revoke the approval of any Administrator or Designated User or limit, suspend or terminate the Administrator's or Designated User's use of and/or access to the Service or any portion thereof. You agree that the nominated Administrator and any Designated User shall have sufficient and proper authority and capacity to validly and effectually bind you, and you hereby undertake to ratify any and all actions of (i) any Administrator which you from time to time appoint and (ii) any Designated User appointed from time to time by such Administrator.

(c) You shall require and shall cause your Administrator and each Designated User to comply with this Agreement. You, your Administrator and any Designated Users (collectively and individually, the “Group Members") shall be jointly and severally liable for all acts and omissions of any other Group Member, whether arising under contract (including the giving of an indemnity), tort (including negligence), statute, by means of strict liability or otherwise.

Section 6.03. Member, Administrator And Designated User Obligations.

(a) Provide Accurate and Updated Information.  In submitting registration Data or other information to or through the Service or any portion thereof, each Group Member or other User gaining access to the Service through your membership agrees and warrants and represents that any and all submitted Data is true, accurate, current, complete and not misleading as of the time sent, and that each of the Group Members shall promptly update any Data submitted and reasonably expected to be relied on by CargoSmart or any other Users, and to keep it true, accurate, current, complete and not misleading.

(b) CargoSmart will assign a unique password to the Administrator and each Designated User. The password is for the sole use of the recipient. The Administrator and each Designated User are each responsible for maintaining the confidentiality and security of their password and for any and all activity that occurs under your account, including by properly exiting from their account at the end of each session, not disclosing it to third parties and seeking to deactivate their password in the event the Administrator or Designated User no longer acts in such capacity.

(c) You shall procure that each Group Member agrees to immediately notify CargoSmart (i) if it believes its password is known to a third party, (ii) of any unauthorized use of a password or (iii) of any other breach of confidentiality or security of which it becomes aware, and take any and all reasonable steps which CargoSmart may require in respect of such unauthorized use or breach of security.

(d) You  are responsible, under contract, tort or otherwise, for all activities occurring through the use of a Group Member’s password (regardless of whether it occurs with a Group Member’s permission) and shall be held liable for Losses incurred by CargoSmart or any other User of the Service due to anyone using a his or her Group Member password. Without prejudice to the generality of Article 3, CargoSmart and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with any member of the Group Member’s failure to comply with this Section 6.03.

Section 6.04. Company Member Services.
Your attention is drawn to the fact that when viewing Content, purchasing services, making bookings, giving or receiving instructions (including, without limitation, shipping and payment instructions) to or from a third party supplier (including, without limitation, a Participating Carrier, logistic providers or financial institutions) (“Third Party Services”) through the Service, you may be subject to further terms and conditions in respect of such Third Party Services, which may be imposed by such third party supplier. Your acceptance of such terms and conditions is at your own risk.

(a) Bill of Lading Service.

(i) Your use of the Bill of Lading Service and the provisions of this Section 6.04 are at all times subject to Internet Bill of Lading Agreement and the terms and conditions provided in any carriage contract between you and a Participating Carrier. 

The “Bill of Lading Service” means the function provided by CargoSmart through the Service which allows for, amongst other things, the transmission of, amendment to, request for, and printing of or other processing of, bills of lading, sea waybills or other shipping documents.

(ii) Unless otherwise provided in the Internet Bill of Lading Agreement, you may at any time print a copy (but not an original) of a bill of lading, sea waybill or other shipping document to the extent such print function is available to you. A “Participating Carrier” shall mean a carrier, non-vessel owning carrier or operator, freight forwarder or a provider of any transportation service who engages CargoSmart as its agent to provide certain of its services.

You agree that you will not reprint an original bill of lading unless the Participating Carrier, in its sole absolute discretion, permits you to do so. The Participating Carrier may demand additional assurances and protections, including bank guarantees, letters of indemnity and other requirements, as a condition for permitting you to reprint a bill of lading. You agree and warrant that you will only reprint a bill of lading in compliance with such requirements and conditions.

(iii)Additional Limitation Relating to Bills of Lading. Save and except to the extent authorized via the Relationship Management Service as described in Section 6.04(d), you acknowledge and agree that the authority to print any original (if this is provided in the Internet Bill of Lading Agreement) or copy of a bill of lading is strictly limited to Company Members and their Administrators and Designated Users, and cannot be delegated or endorsed to any business associate (including an Associate as defined in Section 7.02) or any other person.  For the avoidance of doubt, in the event that you delegate or endorse the authority to print any original bill of lading to a business associate (including an Associate) or any other person, you shall remain fully liable for all the actions or omissions of such business associate (including the Associate) and third party as if such actions or omissions were performed by you and you shall fully indemnify CargoSmart and all Related Parties for all Losses arising out of or in any way connected with such delegation or endorsement. Without limiting the generality and applicability of the foregoing, you acknowledge and agree that, save and except to the extent authorized via the Relationship Management Service (1) you shall not designate any business associate or other third party as an Administrator or a Designated User or otherwise give such third party access to the bill of lading print function, and (2) you shall not electronically endorse or transfer any bill of lading.

(iv) Indemnification. For avoidance of doubt, you specifically acknowledge and agree that you, in accordance with Section 4.02, will be liable for defending, indemnifying, and holding harmless each Indemnified Party from all Losses due to or arising out of any violation of the provisions in this Article (including your use of the Bill of Lading Service).

(v) A BILL OF LADING CREATED USING THE BILL OF LADING SERVICE CAN BE INCORRECTLY DELIVERED, MISAPPROPRIATED AND CONTAIN ERRORS. YOU ACKNOWLEDGE AND AGREE THAT CARGOSMART AND ITS AFFILIATES (AND THEIR AFFILIATES) (AS DEFINED IN SECTION 1.07) DO NOT WARRANT THAT BILLS OF LADING, SEA WAYBILLS OR OTHER SHIPPING DOCUMENTS PREPARED, TRANSMITTED, STORED, PRINTED (OR OTHERWISE DELIVERED) ON OR THROUGH THE SERVICE WILL BE FREE FROM ERRORS, BE TIMELY AND ACCURATELY DELIVERED, OR BE SAFE FROM INTERCEPTION OR OTHER MISAPPROPRIATION BY UNAUTHORIZED PERSONS, REGARDLESS OF THE SOURCE OF SUCH PROBLEMS (INCLUDING SYSTEM FAILURES, SYSTEM CONFIGURATION ERRORS, MECHANICAL PROBLEMS, COMMUNICATION ERRORS, SECURITY SHORTCOMINGS, MISTAKES BY THE PARTICIPATING CARRIER OR CARGOSMART OR OTHERWISE). ERRONEOUS CONTENT, INCORRECT DELIVERY AND MISAPPROPRIATION OF SHIPPING DOCUMENTS MAY RESULT IN SIGNIFICANT LOSSES TO YOU, INCLUDING LOSS OF ANY SHIPPED GOODS. SUCH LOSSES MAY NOT BE COVERED BY YOUR INSURANCE. YOU ACKNOWLEDGE THAT YOU HAVE THE OPTION TO OBTAIN SHIPPING DOCUMENTS BY MORE TRADITIONAL MEANS AND AGREE TO CAREFULLY EVALUATE THE RISKS ASSOCIATED WITH THE BILL OF LADING SERVICE. BY USING THE BILL OF LADING SERVICE TO PREPARE, TRANSMIT, STORE, PRINT, OR OTHERWISE CREATE OR USE BILLS OF LADING, SEA WAYBILLS OR OTHER SHIPPING DOCUMENTS YOU AGREE TO ASSUME ALL RISKS ASSOCIATED THEREWITH AND NEITHER CARGOSMART, NOR ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE YOU SUFFER AS A RESULT OF YOUR USE OF THE BILL OF LADING SERVICE. 

(b) Online Booking Service.

The online booking service for carriage of cargo (the “Booking Service”) is a tool provided to Company Members to facilitate initial information exchange prior to contract formation with a Participating Carrier.

(i) CargoSmart will act upon a booking request by correlating information provided by a Group Member with information provided by the Participating Carrier. Where the Booking Service finds an apparent match, CargoSmart will issue a conditional confirmation. The actual provision of carriage is subject to final acceptance by the Participating Carrier, availability of Participating Carrier's equipment or vessels and upon the terms and subject to the conditions set forth in the Participating Carrier's standard bill of lading and any other terms or conditions of the Participating Carrier. In consideration of the use of the Booking Service, you may not revoke a booking request that has been conditionally confirmed unless the Participating Carrier has rejected your offer for carriage made on the terms and conditions set forth in the Participating Carrier's standard bill of lading.

(ii) In providing the Booking Service, CargoSmart is acting as an on-line booking agent of the relevant Participating Carrier pursuant to a separate agreement and for the avoidance of doubt you agree that no obligations or rights with respect to the provision of carriage by the relevant Participating Carrier (or delay or failure (in part or in total) to so provide) shall arise under the terms of this Agreement and the provision of carriage is governed in every respect (material or immaterial) by the standard terms of the relevant Participating Carrier's bill of lading and any other terms or conditions of the Participating Carrier.

(iii) You undertake to procure, assist and ensure that no claim or allegation shall be made against any Indemnified Party in respect of or in connection with the Booking Service or the carriage of cargo and, if such claim or allegation nevertheless be made, you shall indemnify the Indemnified Party against all consequence save to the extent that such claim or allegation was caused by CargoSmart's gross negligence or willful misconduct.

(c) Other services.

Subject to the terms of this Agreement and subject to the relevant Participating Carrier's approval, you may have access to certain Data and/or Content Posted by a Participating Carrier via the Service or any portion thereof (including, without limitation, the EDI Integration Service, SMS and/or via email notification). Subject to the terms of this Agreement, a Company Member may request a carrier or provider of transportation services who is not a Participating Carrier (each such person a “Non-Participating Carrier”) to Post certain Data about itself and the transportation services it provides on the CargoSmart Network or any portion thereof (“Contributed Data”). A Company Member may also request CargoSmart to send such Contributed Data via the EDI Integration Service, SMS and/or via email notifications.

(i) You understand and agree that CargoSmart is not a party to any agreement or transaction between you  and the relevant Participating Carrier or Non-Participating Carrier as the case may be. Consequently, you acknowledge and agree that CargoSmart has no control over (a) the truth or accuracy of any Contributed Data or any Data provided to the CargoSmart Network by the Users, Participating Carriers and/or any Non-Participating Carriers in conjunction with their use of the Service whether communicated through the Service or any portion thereof or otherwise; or (b) the quality, safety, legality or any other aspect of the transportation services provided and you agree to release and indemnify CargoSmart and all Related Parties as set forth in Article 4.

(ii)Non-Participating Carrier's General Obligations. You undertake to require and shall cause each Non-Participating Carrier you have requested to Post Content, Data and Contributed Data via the Service or any portion thereof, to comply with and/or be bound by the rules and provisions as set out herein including Sections 2.02 and 2.03 above and such terms and conditions as CargoSmart may from time to time stipulate including, without limitation, below:

(I) Each such Non-Participating Carrier must agree with CargoSmart on the form and quality of Contributed Data and to provide such Contributed Data in the format and using the protocol specified by CargoSmart.

(II) CargoSmart may limit the amount of and/or remove Contributed Data in the event of capacity problems or other problems affecting the Services.

(III) CargoSmart may limit the hours during which any such Non-Participating Carrier may input Contributed Data.

(IV) CargoSmart may, without notice and at its sole discretion, revoke, limit or deny Posting privileges and remove any Posted materials where the form and quality of the Contributed Data does not conform to the specifications of CargoSmart.

(V)Any and all Contributed Data Posted by each such Non-Participating Carrier must be true, accurate, current, complete and not misleading as of the time sent.

(d) Relationship Management.

The “Relationship Management Service” permits an Administrator to establish a relationship with any third party trade associate that becomes an Associate (as defined in Article 7 below), thereby authorizing the Associate to (1) receive certain information about the relevant Company Member's account and (2) print bills of lading and, when available, endorsement(s) for certain shipments.

(i) You agree that by your Administrator completing and submitting the “Relationship Management Form” available on the CargoSmart Web Site, you instruct CargoSmart to issue to the designated recipient a relationship proposal containing certain information about Company Member as specified in the Relationship Management Form (“Relationship Proposal”).

(ii) You and your Associate shall be jointly and severally liable for the consequences of any intentional or unintentional disclosure of any shared information to any unauthorized employee or third party.


ARTICLE 7
ADDITIONAL TERMS APPLICABLE TO ASSOCIATES


Section 7.01. Conflict with General Terms.
The terms and conditions set forth in this Article 7 are specific to an Associate's use of the specific services (which form part of the Service) made available to Associates. Unless specifically excluded by this Article 7, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article shall not otherwise limit or reduce any Associate's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement whether as Associate or in any other relevant capacity. Without prejudice to the generality of the foregoing, this Article 7 shall not preclude CargoSmart from relying on any provision in this Agreement (including Article 3 and Article 4) in respect of any Associate or former Associate.

Section 7.02. Becoming An Associate.
You may only become and remain an "Associate" upon: (1) becoming and remaining a Company Member; (2) accepting additional specific terms of use applicable to Associates as set forth in this Agreement; (3) accepting the Relationship Proposal; and (4) being approved by CargoSmart. CargoSmart reserves the right to, in its sole discretion, reject any request for appointment of an Associate, withdraw or revoke the approval of any Associate and to limit, suspend or terminate the Associate's use of and access to the Service or any portion thereof.  References in Article 7 to an “Associate” are to Company Members who have complied with the conditions set out in this Section 7.02 and references in Article 7 to “you” are to you as an Associate (or prospective Associate).

Section 7.03. Associate Services.
An Associate may, through the Relationship Management Service, (1) receive and use information about the Inviting Company Member's account as specified by the Inviting Company Members' Administrator; and (2) print bills of lading and when available, endorsement(s) for certain shipments to the extent authorized by the Inviting Company Members' Administrator. “Inviting Company Member” means the Company Member who has made a Relationship Proposal to you.

Section 7.04. Associate Obligations.
(a) You acknowledge and agree that any information you receive from and about the Inviting Company Member as a result of or through the relationship management relationship is confidential information belonging to the Inviting Company Member, and you agree not to disclose such information in any unauthorized manner. You and the Inviting Company Member and your Associates and Administrators and Designated Users shall be jointly and severally liable for the consequences of any intentional or unintentional disclosure of any shared information to any unauthorized employee of such Inviting Company Member or Associate or third party.

(b) The Relationship Management Services shall continue unless and until the earlier of the Relationship Management Services being withdrawn or terminated by CargoSmart or the date agreed by you and the Inviting Company Member and set out in the relevant Relationship Management Form. By accepting the Relationship Proposal, you represent and warrant that any of your Group Members accessing your account for as long as the relationship management relationship is in place is authorized to view, print and/or otherwise use the shared information specified in the Relationship Management Form.


ARTICLE 8
ADDITIONAL TERMS APPLICABLE TO CARRIER MEMBERS

Section 8.01. Conflict with Other Terms.
The terms and conditions set forth in this Article 8 are specific to a Carrier Member's use of the specific services (which form part of the Service) made available to Carrier Members. Unless specifically excluded by this Article 8, the terms and conditions set forth in this Article shall supplement the terms and conditions set forth in the rest of this Agreement and in the applicable CargoSmart Carrier Service Agreement, which shall remain applicable. This Article shall not otherwise limit or reduce Carrier Member's duties, obligations or responsibilities for the use of and/or access to the Service under this Agreement whether as a Carrier Member or in any other relevant capacity. Without prejudice to the generality of the foregoing, this Article 8 shall not preclude CargoSmart from relying on any provision in this Agreement (including Article 3 and Article 4) in respect of any Carrier Member or former Carrier Member.

Section 8.02. Becoming a Carrier Member.
(a) You may only become and remain a “Carrier Member” upon (i) entering into a carrier service agreement with CargoSmart (a “CargoSmart Carrier Service Agreement”); (ii) meeting the eligibility criteria referred to in Section 1.02 above and such additional criteria as CargoSmart may set from time to time; (iii) completing and submitting a registration form (if any); (iv) being approved by CargoSmart; and (v) agreeing to be bound by the terms of this Agreement, including, without limitation, Articles 1 through 5 and this Article 8. The registration form can be submitted either in hard copy, via facsimile, via e-mail or on-line.  Except as otherwise explicitly set forth in the CargoSmart Carrier Service Agreement, CargoSmart reserves the right to, in its sole discretion, reject any application for registration, withdraw or revoke the approval of any Carrier member, and to limit, suspend or terminate the Carrier Member's use of and access to the Service or any portion thereof. References in Article 8 to a “Carrier Member” are to entities who have complied with the conditions set out in this Section 8.02 and references in Article 8 to “you” are to you as a Carrier Member (or prospective Carrier Member).

(b) When registering as a Carrier Member, you must designate at least one account administrator (“Super Administrator”). You may, through the Super Administrator, establish and designate one or more sub-administrators (“Carrier Group Administrator"). The Super Administrator and the Carrier Group Administrator (collectively the “Administrators Group”) will be your authorized representatives and shall be deemed to be your agents and in your name, place and stead, have full power and authority, acting singly, to do all such acts and things which may be deemed proper in or in connection with your account, including, without limitation, managing your accounts and nominating and appointing additional persons authorized to use and/or access the Service for and on your behalf (each such additional authorized person a “Carrier General User”). You shall only permit your current employees and/or authorized agents to be, and remain, designated as Super Administrator, Carrier Group Administrator or Carrier General User. CargoSmart may, in its sole discretion, reject any request for designating any particular person as Super Administrator, Carrier Group Administrator or Carrier General User, and at any time without prior notice withdraw or revoke the approval of any Super Administrator, Carrier Group Administrator or Carrier General User's use of and/or access to the Service or any portion thereof. You agree that the Super Administrator, Carrier Group Administrator and any Carrier General User have sufficient and proper authority and capacity to validly and effectually bind you and you hereby undertake to ratify any and all actions of (i) any Super Administrator which you from time to time appoint and (ii) any Carrier Group Administrator and Carrier General User appointed from time to time by such Super Administrator.

(c) You shall require and shall cause your Super Administrator, Carrier Group Administrator and each Carrier General User to comply with this Agreement. You, and the Super Administrator, Carrier Group Administrator and any Carrier General User (collectively and individually, the “Carrier Member Group”), shall be jointly and severally liable for all acts and omissions by any other Carrier Member Group member, whether arising under contract (including indemnity), tort (including negligence), statute by means of strict liability or otherwise.

(d) By becoming a Carrier Member, you represent and warrant that for so long as you remain a Carrier Member, any member of the Carrier Member Group who accesses, receives or uses Carrier Member Services or any personally identifiable information or other User information made available to it by virtue of its status as member of the Carrier Member Group is authorized to so access, receive or use such Services and information.

Section 8.03. Carrier Member, Super Administrator And Carrier General User Obligations in addition to any obligations set forth in the relevant CargoSmart Carrier Service Agreement.

(a) Provision of Accurate and Updated Information: In submitting registration information or other information to or through CargoSmart, the Service or any portion thereof you agree, warrant and represent on behalf of yourself and the Carrier Member Group that any and all Data Posted to the CargoSmart Network is true, accurate, current, complete and not misleading as of the time sent, and that you or the appropriate member of the Carrier Member Group shall promptly update any such Posted Data reasonably expected to be relied on by CargoSmart or any other User, and to keep such Data true, accurate, current, complete and not misleading.

(b) CargoSmart will assign a unique password (“Carrier Member Password”) to each of the Super Administrator, Carrier Group Administrator and each Carrier General User. The Carrier Member Password is for the sole use of the applicable recipient and you are responsible for maintaining the confidentiality and security of the Carrier Member Password and for any and all activity that occurs under your account, including by properly exiting from your account (and procuring that each of the Super Administrator, Carrier Group Administrator and each Carrier General User properly exit from their accounts) at the end of each session, not disclosing it to third parties, and seeking to deactivate the appropriate Carrier Member Password in the event the Super Administrator, Carrier Group Administrator or Carrier General User no longer acts in such capacity.

(c) Each Carrier Member Group member agrees to immediately notify CargoSmart (i) if it believes its Carrier Member Password is known to a third party; (ii) of any unauthorized User of a Carrier Member Password; or (iii) of any other breach of confidentiality or security of which it becomes aware, and take any and all reasonable steps which CargoSmart may require in respect of such unauthorized use or breach of confidentiality or security.

(d) Each Carrier Member Group member acknowledges and agrees that any information it receives from and about any User as a result of or through the Carrier Member relationship with CargoSmart is confidential information belonging to such User and each Carrier Member Group member agrees not to disclose such information in any unauthorized manner. The Carrier Member, its Super Administrator, Carrier Group Administrator and Carrier General User shall be jointly and severally liable for the consequences of any intentional or unintentional disclosure of any shared information to any unauthorized employee of such Carrier Member or any third party.

(e)Each Carrier Member Group member is responsible, under contract, tort or otherwise, for all activities occurring through the use of a Carrier Member Group's Carrier Member Password (regardless of whether or not it occurs with Carrier Member Group's permission). Without prejudice to the generality of Article 3, CargoSmart and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with Carrier Member Group's failure to comply with this Article 8.

Section 8.04. Carrier Member Services.
The Services provided to the Carrier Member subject to this Article 8 (including any other relevant Article of this Agreement and the CargoSmart Carrier Service Agreement) are those at any time and from time to time made available to the Carrier Member by CargoSmart on the Service or any portion thereof, including, without limitation, the Carrier Member portion of the CargoSmart Web Sites (accessible through the Carrier Member's Password), together with the services set forth in the relevant CargoSmart Carrier Service Agreement, as amended from time to time.


ARTICLE 9
ADDITIONAL TERMS APPLICABLE TO INDIVIDUAL MEMBERS

Section 9.01. Conflict with General Terms.
The terms and conditions set forth in this Article 9 are specific to an Individual Member's use of specific services (which form part of the Service) made available to Individual Members. Unless specifically excluded by this Article 9, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article will not limit or reduce Individual Member's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement. Without prejudice to the generality of the foregoing, this Article 9 shall not preclude CargoSmart from relying on any provision in this Agreement (including Articles 3 and 4) in respect of any Individual Member or former Individual Member.

Section 9.02. Becoming an Individual Member.
To become a “Individual Member”, you must (i) be an individual intending to use the Service in the course of business and who meets the eligibility criteria referred to in Section 1.02 above and such other criteria as CargoSmart may set from time to time, (ii) complete and submit a registration form, (iii) be approved by CargoSmart and (iv) agree to be bound by the terms in this Agreement, including this Article 9. References in Article 9 to an “Individual Member” are to persons who have complied with the conditions set out in this Section 9.02 and references in Article 9 to “you” are to you as an Individual Member (or prospective Individual Member).

Section 9.03. Individual Member Obligations.
(a) Provision of Accurate and Updated Information: In submitting registration information or other information to or through CargoSmart, the Service or any portion thereof you agree, warrant and represent that any and all Data Posted to the CargoSmart Network is true, accurate, current, complete and not misleading as of the time sent, and that you shall promptly update any such Posted Data reasonably expected to be relied on by CargoSmart or any other User, and to keep such Data true, accurate, current, complete and not misleading.

(b) CargoSmart will assign a unique password to you.  The password is for your sole use and you are responsible for maintaining the security and confidentiality of the password and for any and all activity that occurs under your account, including by properly exiting from your account at the end of each session, not disclosing it to third parties and seeking to deactivate your password in the event you no longer act in the capacity of an Individual Member.

(c) You agree to immediately notify CargoSmart (i) if you believe your password is known to a third party, (ii) of any unauthorized use of a password or (iii) of any other breach of security of which you become aware, and take any and all reasonable steps which CargoSmart may require in respect of such unauthorized use or breach of security.

(d) You are responsible, under contract, tort or otherwise, for all activities occurring through the use of your password (regardless of whether or not it occurs with the Individual Member's permission). Without prejudice to the generality of Article 3, CargoSmart and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with your failure to comply with this Article 9.

ARTICLE 10
ADDITIONAL TERMS APPLICABLE TO VDC SERVICE MEMBERS

CargoSmart uses the best endeavours to provide services but shall in no event be liable to you or to any third party for any carrier fee, penalty, indirect, special, incidental, punitive, or consequential damages including but not limited to loss of profits, loss of data, loss of business or other loss even if you or to any third party or CargoSmart has been advised by the other of the possibility of such. The foregoing shall apply regardless of the negligence or other fault of either you or to any third party or CargoSmart and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. Liability will be neither required nor accepted regarding the performance, timeliness, accuracy or completeness of the VDC Services.

You agree and acknowledge that the role of CargoSmart’s VDC Services is solely administrative in nature and that the activities involved are provided on an “as is” basis. CargoSmart is under no obligation to verify the truthfulness, accuracy, source or completeness of the shipping instructions, information, data or information received from and sent to the Carrier and/or you.

You agree that the acceptance of this VDC Services shall constitute acceptance of the CargoSmart Terms of Use, the Privacy and Security Statement and Copyright Infringement Policy, which together with any subsequent amendments are expressly incorporated herein and made as an integral part hereof.