TransCore Link Logistics: General Terms and Conditions

IMPORTANT   IMPORTANT     This is a legal agreement between TransCore Link Logistics Corporation (“TransCore”) and your company (“COMPANY”) (which refers to you personally if you are acting on your own behalf, or the company or other legal entity for which you are an authorized representative).      1. LICENSE   TransCore grants Company the NON-EXCLUSIVE, NON TRANSFERABLE, REVOCABLE LICENSE to use their software, and/or On-Line service as modified or enhanced from time to time, and accompanying documentation (the "SYSTEM") on the following terms. TransCore (or its licensor, in the case of any incorporated third party software) retains ownership of the SYSTEM, data, and accompanying documentation and all rights not specifically given to Company in this license.  TransCore grants to Company the right to use the SYSTEM or access its On-Line Services on a per user basis in the location specifically registered on the Subscription Agreement.  Company may not use the software or access the online Services from or on behalf of another office, user, or location other than that as specified on the Subscription Agreement.  Company may not reverse engineer, decompile or disassemble the SYSTEM and Company may not remove, alter or deface any proprietary notices on the SYSTEM. Company shall not transfer or assign the SYSTEM, any accompanying documents, this Agreement, access codes, or any rights granted hereunder without the prior written consent of TransCore. Transcore reserves the right to deny or cancel service to anyone at its sole discretion and to cancel service if complaints are received. Failure to comply with these terms and conditions, subscription agreement or policies will result in immediate discontinuance of access and service, and possible legal action.     2.  COMPUTER REQUIREMENTS   To access the SYSTEM, TransCore requires the following minimum computer specifications: 1000 megahertz (MHz) Pentium processor or higher, Windows Operating System (Win 98 SE, Win 2000 SP4 or Win XP SP2), Win ME, Microsoft IE 6.0 + SP1 or higher, .NET 1.1 Framework  + (SP1)  (Recommended: .NET 1.1 + .NET 2.0 Framework), 128 megabytes (MB) RAM (Recommended: 256 MB), Available hard disk space 800 MB, 800 x 600 256 color display (Recommended: 1024 x 768 High Color), Windows Installer 3.0, DSL internet connection you may access the Company’s websites from a personal computer for such purpose only (minimum requirements: 1000 megahertz (MHz) Pentium processor or higher, Windows Operating System (Win 98 SE, Win 2000 SP4 or Win XP SP2), Win ME, Microsoft IE 6.0 + SP1 or higher, .NET 1.1 Framework  + (SP1)  (Recommended: .NET 1.1 + .NET 2.0 Framework), 128 megabytes (MB) RAM (Recommended: 256 MB), Available hard disk space 800 MB, 800 x 600 256 color display (Recommended: 1024 x 768 High Color), Windows Installer 3.0, DSL internet connection.     3. COPYRIGHTS AND TRADEMARKS   Company should assume that everything Company sees or reads on the Site is copyrighted unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on the Site without the written permission of TransCore. TransCore neither warrants nor represents that Company’s use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with TransCore.   Images of people or places displayed on the Site are either the property of, or used with permission by, TransCore. The use of these images by Company, or anyone else authorized by Company, is prohibited unless specifically permitted by these Terms and Conditions or by specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statues.     The source code is and shall remain the property of the TransCore.  This Agreement does not grant access to the source code for any purpose, nor is Company permitted to use registered trademarks of the Company, including the name of the Company, or any of its product names in any of Company’s business materials, including without limitation, advertisements, websites, and other promotional items.  All rights and privileges not granted to Company by this Agreement are and shall remain solely vested in the Company.     The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, including, but not limited to, Link  Logistics, freightfirst, loadlink, loadlinkonline, linklive, linkdispatch, linkwireless, driverlink, NADB, IOAC, 3sixty, are registered and unregistered Trademarks of TransCore and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Site without the written permission of TransCore or such third party that may own the Trademarks displayed on the Site. Company’s use of the Trademarks displayed on the Site, or any other content on the Site, except as permitted in writing by TransCore or as otherwise provided in these Terms and Conditions is strictly prohibited. Company is also advised that TransCore will aggressively enforce its intellectual property rights to the fullest extent of the law.     4. DISCLAIMER   TransCore has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Company’s linking to any other off-site pages or other sites are at Company’s own risk.     While TransCore uses reasonable efforts to include accurate and up to date information on the Site, TransCore makes no warranties of representations as to its accuracy. TransCore assumes no liability or responsibility for any errors or omissions in the content of the Site.   Company’s use of and browsing in the Site are at Company’s own risk. Neither TransCore nor any other party involved in creating, producing or delivering the Site is liable for any direct, incidental, consequential, indirect or punitive damages arising out of Company’s access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to Company "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to Company. Check Company’s local laws for any restrictions or limitations regarding the exclusion of implied warranties. TransCore also assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect Company’s computer equipment or other property on account of Company’s access to, use of, or browsing in the Site or Company’s downloading of any materials, data, text, images, video, or audio from the Site.     Although TransCore may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site or posting service, TransCore is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Site. Company is prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law. TransCore will fully cooperate with any law enforcement authorities or court order requesting or directing TransCore to disclose the identity of anyone posting any such information or materials. TransCore reserves the right to remove messages or material posted by users of the Site to message boards or other areas, in its sole discretion. By submitting messages and/or materials to the Site, each user agrees to indemnify, defend and hold harmless TransCore from all damages, costs and expenses, including reasonable attorneys' fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to the user's submission.   TransCore may at any time revise these Terms and Conditions by updating this posting and notifying Company of such changes.  Company agrees that Company’s continued use of the Software and/or On-Line Services will constitute Company’s acceptance of the revised Terms and Conditions.     5. GENERAL   Company acknowledges that Company has read these Terms and Conditions, and that these Terms and Conditions together with Company’s Subscription Agreement are the complete and exclusive agreements between Company and TransCore regarding the SOFTWARE, ON-LINE SERVICES and accompanying documentation. This Agreement shall at all times be governed by and construed and interpreted pursuant to the laws of the Province of Ontario, and the laws of Canada applicable therein. Company submits to the jurisdiction of the courts of Ontario, and agrees that any claim, action or proceeding instituted in connection with this Agreement shall be brought in Ontario and that the courts of Ontario shall have exclusive jurisdiction in respect of any such claim, action or proceeding. The headings herein have been inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.