Terms of Use and Membership Agreement (Revised March 6, 2008)

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES ICT ("ICT") provides a web site located on the internet at http://www.sme-center.com.au (the "Site") that allows registered and approved customers (the "Members") the opportunity to gain access to relevant industry information and a broad selection of services including viewing, information exchange, messaging, educational material delivery, certification, authentication, validation etc (collectively, the services offered on the Site from time to time are referred to as the "Services"). This Membership Agreement governs your use of this Site and the Services. The first portion of this Agreement includes terms relevant to all Services, and later sections of this Agreement contain relevant terms for specific Services. Additionally, to the extent not inconsistent with this Membership Agreement, your use of the Site and the Services is subject to the Terms of Use posted on the Site.

  • Agreement with Terms and Conditions.

    This Membership Agreement describes the terms and conditions applicable to your use of the Site and the Services. You (Applicants and Members are sometimes herein referred to as Access, Associate or executive/professional) must accept all of the terms and conditions of this Membership Agreement without modification in order to be considered for membership.

    You may accept the Membership Agreement by either:

    • printing, signing and delivering a copy to an authorized representative of ICT, or
    • by clicking the "REGISTER" button and completing the registration process, in which case you are stating that you are eligible for an account and that you agree to be bound by all of these terms and conditions of this Membership Agreement.

    ICT may amend the terms and conditions of this Membership Agreement (including the Fee Schedule) at any time by posting the amended terms and conditions on the Site, in which case, they shall take effect with respect to existing Members no less than 30 days following such posting. ICT also reserves the right to modify, add to, delete or discontinue some or all of our services at any time at our sole discretion.

  • Eligibility for Membership; Business Purpose.

    The Site and the Services are available to qualified participants who are capable of forming legally binding contracts under applicable law. We may refuse to accept an application for membership at our sole discretion and/or limit or deny a Member's use of the Site and/or the Services at any time at our sole discretion.

    To become a Member, you must register as such by filling out and submitting the Registration Form, and by selecting a User Name and Password.

    By using the Site or the Services, you agree to be bound by all of these terms and conditions of this Membership Agreement. By using the Site or the Services, you are representing and warranting that all transactions undertaken through this Site shall be for BUSINESS PURPOSES only, NOT FOR PERSONAL, FAMILY OR HOUSEHOLD USE.

  • Fees and Payment Terms.

    The Fee Schedule at the end of this agreement sets forth the fees and payment terms applicable to the use of each of the Services. ICT reserves the right to change the Fee Schedule at any time at its discretion, and such changes shall take effect in the same manner as any other revision to the terms and conditions of SME Membership Agreement, as described in paragraph 1 above, except that the Fee Schedule in effect on the date a transaction is initiated on the Site and shall govern the transaction. You should check the fees and terms each time you participate in a transaction. You are responsible for paying all taxes applicable to any transaction or use of the Site or the Services, and for all hardware, software, communications and other costs you incur to access or use the Site or the Services. ICT may, at its sole discretion and without limiting its other rights, limit or deny a Member's use of the Site and/or the Services if any charges are unpaid when due. ICT may impose a periodic Membership Fee, in an amount and frequency as provided in the Fee Schedule

  • If a Membership Fee is applicable.

    It is due initially at the time the Registration Form is submitted, and must be received prior to application approval. Thereafter, Members must be current on their Membership Fees in order to be in good standing and able to use the Site and the Services. Membership Fees are subject to adjustment by ICT in the same manner as changes to the Fee Schedule.

  • Credit Check Authorization.

    By submitting a Registration Form or becoming a Member, you hereby grant ICT (including any of its employees, agents, affiliates or subsidiaries) permission, on an ongoing and recurring basis, to investigate and/or check your credit. This grant includes, but is not limited to, the right to retrieve, review and assess reports from third-party sources. For example, each applicant and Member expressly consents, without limitation of the foregoing general grant, to the use of the applicant's or Member's report, trade references provided by the applicant or Member, and any other sources ICT may find useful or helpful in assessing the creditworthiness of applicant or Member in connection with membership status or any transaction via the Site. This grant shall be deemed to continue from the date of agreement to these terms and for so long as you are a Member or applicant for membership or, if later, until you have made full payment for all products or services purchased, sold or offered through the Site and full payment for all use of the Services. Notwithstanding the foregoing, ICT is under no obligation to investigate or check the creditworthiness or suitability of any member, and you acknowledge and agree that it shall be your sole responsibility in each instance to verify the creditworthiness and suitability of any other member with whom you choose to do business or interact with via the site or the service.

  • Access to the Site.
    • a. Equipment and Connections.

      Member is responsible for providing all equipment necessary to access the Internet and the Site. Access to the Site currently requires use of Microsoft Internet Explorer 5.0 or higher or Netscape Navigator 4.5 or higher.

    • b. Availability of the Site.

      The Site is generally available 24 hour a day, 7 days a week. However, ICT retains the right to make the Site and Services unavailable from time to time for any reason, including scheduled and unscheduled maintenance, as well as for equipment or software failures. Member agrees that ICT shall not be liable for any damages arising from any interruption, suspension or termination of the Site and/or the Services.

    • Use of Passwords.

      Access to and use of the Site and the Services is through a combination of a Login ID and Password or smartcard. Each Member will choose his or her own unique User Names and Passwords. No Member or other person is authorized to access the Site or the Services using the Login ID and Password of any other Member. Each Member organization is solely responsible for maintaining the confidentiality of the Login IDs and Passwords and for controlling access and use of the Login IDs and Passwords within the organization. You agree to notify ICT immediately in the event of any unauthorized use of your accounts, User Names or Passwords.

  • System Integrity
    • Applicable Laws.

      Member agrees to comply with all applicable local, state, federal, and international laws, statutes, rules and regulation relating to Member's use of the Site and the Services. Without limiting the foregoing, Members are responsible for observing all applicable tariffs and trade laws.

    • No Unauthorized Access.

      Member shall not provide access to the Site to other persons through use of Member's Login ID or Password. The Member is solely responsible to ensure that no other person utilizes Member's User Names or Passwords. ICT is specifically not responsible for the use of any Member's Login ID or Password by another party. Member shall be responsible for any damages or liability resulting from another party obtaining his or her Login ID or Password. In addition, a Member's continued membership is subject to termination by ICT in its sole discretion in the event of any unauthorized access to the Site by a person using such Members' Login ID or Password.

    • Malicious Intent.

      Member agrees not to tamper in any way with the software or functionality of the Site. Without limiting the foregoing, Member agrees not to put any material into the Site or the Services which contains any viruses, time bombs, trojan horses, worms, cancel, aborts or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.

    • Maintenance of Confidential Information;

      Privacy’s member agrees not to disclose other Members' confidential information, including, but not limited to, identity, terms and pricing. Member agrees not to invade another Member's privacy. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member. Use or distribution of tools designed for compromising privacy or security is strictly prohibited. ICT's use of information set forth on the Site will be made in accordance with the current ICT Privacy Policy, the terms and provisions of which are herein incorporated by reference.

  • Information posted on the Site.
    • a. Member is solely responsible for information, which it posts on the Site. ICT does not endorse the view any information posted on the Site by Members or third parties. Member agrees that ICT has no obligation to monitor content on the Site or links to other web sites contained on the Site, and expressly disclaims any responsibility to filter any such content. However, ICT may take any action with respect to such information it deems necessary or appropriate in its sole discretion if ICT believes such information may give rise to liability to ICT or other parties or interfere or impair ICT's relationship with any Member Information posted on the Site (a) must not be fraudulent or involve the sale of stolen items;
    • (b) must not infringe any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (c) must not violate any applicable law, statute, rule or regulation; (d) must not be obscene, indecent or contain pornography; (e) must not be defamatory ,trade libelous, threatening or harassing; and (f) must not link directly or indirectly to pages or sites outside of the Site. In addition, you may not post on the Site or sell on the Site any product or service which could cause ICT to violate any applicable law, statute, rule or regulations.
    • No Warranties/Limitation of Liability Regarding Information and Transactions.

    The Site is not guaranteed to be or operate error free. ICT does not warrantee that the Services will be correct, accurate, reliable or uninterrupted, that defects will be corrected, or that the Services it make available will be free from viruses or other harmful components, and you agree that your use of the Services is at your risk. Moreover, you acknowledge and agree that the Site is dependent upon the integrity and reliability of the computer hardware and software used by the various Members, of telephone lines and the Internet in general, and of the information submitted by the Members. Accordingly, it is the responsibility of the Members to verify that information they have posted to the site has been recorded and is being displayed accurately in each instance. In the event of any inaccuracy, contact the site administrator immediately at info@sme-center.net.

    ICT makes no representations or warranties, of any kind, either express or implied, as to the accuracy of postings made on the site, and shall not be liable for any incorrect postings, it being the sole and exclusive responsibility of each member (whether a Buyer or Seller) to verify that information submitted by it to the site has been submitted and is being displayed accurately.

  • Intellectual Property Matters

    Member acknowledges that all data developed and/or collected by ICT in connection with the operation of the Site and the Services shall be the exclusive property of ICT's use or disclosure of such data will not be made in a manner which includes the identity of any Member, and shall be made in accordance with ICT's then current Privacy Policy, which policy is expressly incorporated herein by this reference. To enable us to use information provided by you without violating any rights you have in the information, Member grants to ICT a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise the copyright and publicity rights (but not other rights) you have in such information in any media whether or not now known. ICT's use of such information will be in accordance with the Privacy Policy. All third party content published on the Site is property of the respective copyright owners and may not be copied or distributed in anyway by Members for commercial purposes.

  • Limitation on Member’s Use of Information.

    The information available to Member at the Site is provided to Member for the sole purpose of transacting business on the Site. Accordingly, Member is granted, so long as it is in good standing under this Agreement, a nonexclusive right and license to use such for its internal business use only, and any copying, retransmission, republication, or other distribution of the information is strictly forbidden without the express prior written permission of ICT.

  • Termination and Expiration.
    • Termination Rights.

      Either ICT or Member may terminate this Membership Agreement any time, at will, in writing or via email. The Member may also cancel by selecting Cancel My Membership on the Member's account page. The Membership Fee (if applicable) is non-refundable.

    • Member Obligations Upon Termination or Expiration.

      Member agrees that, upon termination of this Membership Agreement, Member will:
      i. Pay all outstanding amounts due to ICT in full within thirty (30) days.
      ii. Honor all outstanding transactions in connection with use of the Site and pay all fees and charges due or to become due to ICT in connection therewith.

    • Relationship between ICT and Members.

      Member and ICT are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of this Agreement, use of the Site or the Services.

    • Dispute Resolution and Applicable Law.

      This Membership Agreement and the relationship between Member and ICT shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia without regard to its conflict of law provisions. Member and ICT agree that any controversy or claim arising out of or relating to this Membership Agreement, the relationship between Member and ICT, or the use of the Site or the Services, shall be submitted to the personal and exclusive jurisdiction of the state courts located within New South Wales, Australia.

    • General Release and Indemnity.

      Except to the extent expressly provided herein, ICT is not involved in the actual transactions between Members. Accordingly, ICT has no control over the truth or accuracy of postings, the ability of sellers to sell products and services or buyers to purchase products and services. Because ICT is not involved in Member-to-Member transactions, in the event of and dispute between you and another Member, you release ICT, its agents and employees from any claims and damages of every nature (including, without limitation, actual, special, incidental and consequential), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute. As an additional condition of membership, each Member agrees to indemnify, hold harmless, and defend ICT, and each of its respective shareholders, affiliates, sub-contractors, agents, and employees against all such claims, and all claims, liabilities and damages incurred or allegedly incurred by any participating Member of the Site, including but not limited to, any product or services sold on the Site for failure of a product to meet specifications or breach of warranty.

    • Disclaimer of Warranties/Third Party Services

      In addition to any other disclaimers of warranties contained herein, ICT provides the site and the services on an "as is" and "as available" basis and without warranty, express or implied. Member agrees that use of the site and the services is at member's sole risk. ICT expressly disclaims all warranties of any kind, including, but not limited to, sequence, timing, accuracy or completeness of the services or information, or that any such information may be relied upon for trading purposes, as well as the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Agents and employees of ICT are not authorized to make warranties binding on ICT. Accordingly oral or written statements not included in the membership agreement do not constitute warranties, should not be relied upon and are not part of this agreement. Member acknowledges that the site makes available to member the opportunity to obtain certain products or services provided by independent third parties (the "third party services"). Member agrees that it will obtain and use the third party services subject to the separate terms and conditions applicable thereto, as established by the third party service provider. ICT has not made any warranty, express or implied, with regard to the third party services and they are available through the site on an "as is" and "as available" basis. Member will look solely to the third party service provider, to the exclusion of ICT, in connection with any defects, claims, warranties or causes of action related to the third party services. All of the warranty disclaimers set forth above shall apply to member's access and use of any third party services.

    • Limitation of Liability

      As a condition of membership to the Site, and in consideration of the Services provided by ICT, Member agrees that neither ICT, nor any officer, affiliate, director, shareholder, agent or employee of ICT will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, including loss of profits, loss of data, loss of earnings, loss of business opportunities, and damages, expenses, or costs resulting directly or indirectly from any cause whatsoever, even if advised of the possibility of such losses. The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of ICT and its affiliates, subcontractors, employees, and agents, which, but for this provision, would give rise to a cause of action in contract, or any other legal doctrine. Notwithstanding the forgoing, in no event shall ICT's cumulative liability under this agreement, whether arising from contract, warranty, negligence, tort or otherwise, exceed, in the aggregate the amount of the most recent one year's membership fee (if applicable) actually paid by member hereunder or if no membership fee has been paid, an amount equal to the average fees paid by member on a monthly basis during the three-month period preceding the occurrence that gave rise to such claim.

    • Other General Provisions

      This Membership Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Membership Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. ICT's failure to insist upon or enforce strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and ICT nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this determination shall not affect such provision in any other respect or any other provision of this Agreement which shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission from ICT. In the event of the termination or expiration of this Membership Agreement, each provision hereby shall survive except for those requiring the provision of Services or access to the Site.

    • ICT reserves the right to revoke the access privileges of any Member that fails to conduct business in an honest and fair manner, or abide by applicable laws, or who engages in activities or practices in order to manipulate or circumvent the Site. In addition, ICT retains the right to halt any transaction, prevent or restrict access to the Site or the Services or take any other action t restrict access to or availability of objectionable material, unlawful items or other items or practices prohibited by this Membership Agreement or rules adopted by members or third parties.
    • Load Matching

      Our Load Matching application (the "Load Matching Service") is a real-time forum for non-carriers to match loads with available carrier capacity. There is presently no charge for the Load Matching Service. ICT reserves the right to impose charges for using the Load Matching Service in the future by posting a notice of such charges on the Site. Such charges and any future changes therein will take effect upon posting on the Site.

    • Postings

      Members are solely responsible for information they post to the Load Matching Services portion of the Site, and ICT shall have no duty to monitor any such information for any purpose. ICT may, however, remove or modify any such information, in whole or in part, for any reason or no reason, in its sole discretion.

    • Prohibited Material

      Members agree not to furnish to the Site any information or material that (a) is fraudulent or involves the sale or attempted sale of stolen items; (b) infringes any third party’s rights, including but not limited to copyright, patent, trademark trade secret or other proprietary rights or rights of publicity or privacy; (c) violates any applicable law, statute, rule or regulation (d) is obscene or indecent or contains pornography; or (e) is defamatory, trade libelous, threatening or harassing. Members further agree to ensure the currency and accuracy of all information posted with the Load Matching Service.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SHIPMENT MANAGEMENT

  • Shipment Manager

    Shipment Manager allows you to obtain quotations on your shipment and to tender your shipment through a carrier for which we are a freight broker. You may not ship hazardous or non-hazardous waste through the service. The shipment of hazardous materials through this service is subject to the prior approval of ICT. Note: All shipments are subject to the terms of this Membership Agreement, the Shipment Manager Agreement, the Service Guide, and the Bill of Lading that will be issued in connection with each shipment (collectively the ýShipment Manager Documentsý). In the event of a conflict between the terms and conditions of the above referenced Shipment Manager Documents, the following order of precedence shall control: first the Shipment Manager Agreement, second the Bill of Lading, third the Service Guide, and fourth this Membership Agreement, all as the same may be in effect at the time of contracting, each of which are hereby incorporated into this Membership Agreement, and made a part hereof by reference. Payments shall be in accordance with the Fee Schedule and the Shipment Manager Documents.

FEE SCHEDULE GENERAL:

All transactions and fees are in U.S. dollars unless otherwise indicated. ICT reserves the right to modify this Fee Schedule and to modify, add to, delete or discontinue some or all of the Services.

MEMBERSHIP FEE:

ICT is currently waiving its Transportation.com Membership Fees. However, we reserve the right to charge membership fees for our services in the future and will notify all current members by email 30 days prior to any Membership Fee changes.

LOAD MATCHING SERVICES:

ICT is currently waiving its Transportation.com Load Matching Services Fees. However, we reserve the right to charge for the service in the future and will notify all current members by email 30 days prior to any Load Matching Services Fee changes.

SHIPMENT MANAGER SERVICES:

Shipment charges will be quoted on an individual basis at the time of shipment.

CONSULTING SERVICES:

Consulting Services will be provided on an agreed upon fixed fee schedule based on project and/or hourly rate plus applicable expenses.

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