These Terms constitute a legal agreement between you and Railinc. By accessing, purchasing, and/or using the Site and/or Services, you acknowledge you have read, understood, and agree to be bound by all terms and conditions stated in or incorporated by reference in this legal document. If you do not agree with these Terms in full, please do not select the option which denotes your agreement, use this Site, and/or purchase any Services herein.
If you are using Railinc’s Services on behalf of or in the service of an organization, corporation, limited liability company, and/or any other legal entity (“Company”), then you are agreeing to these Terms on behalf of that Company. You represent and warrant that you are duly authorized and have legal capacity to bind your Company to the terms and conditions herein. You represent and warrant that the execution of these Terms and the performance of the Company’s obligations hereunder are enforceable and binding on your Company and you as an agent of your Company. In that case, ‘you’ and ‘your’ refers to both that Company and you as an agent of the Company.
Railinc may modify the Terms from time to time. When changes are made, we will notify you by making the revised version available on this Site, which will indicate the date on which revisions were last made. We will also require your express agreement to these modifications before you are allowed to sign on to your account. You should revisit these Terms on a regular basis as revised versions will be binding on you. You specifically agree that all additional purchases and/or usage of Services are bound by the latest version of these Terms in place at the time of your agreement. If you have questions or wish to report a violation of these Terms, please contact firstname.lastname@example.org. These Terms were last updated on July 17, 2020.
You agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by any Railinc registration form, and (b) to maintain and update this information to keep it true, accurate, current, and complete at all times. If any information you provide is untrue, inaccurate, not current, or incomplete, Railinc may terminate your account and refuse any and all current or future use of the Service.
You agree not to resell, transfer, give use of or access to the Service (or any portion thereof, including the unauthorized reselling or transferring of access to restricted Services) to any third party.
You acknowledge and agree that you must: (a) provide for your own internet access and pay any service fees associated with such access and (b) provide all equipment necessary for you to make such internet connection, including, but not limited to a computer and modem or other access device.
By using the Site, including any third party websites, applets, software, and content contained therein, you agree to the following: (1) USE OF RAILINC CONTENT & SERVICES ARE ENTIRELY AT YOUR OWN RISK; (2) RAILINC CONTENT & SERVICES ARE PROVIDED “AS IS”; (3) RAILINC DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS, OR SERVICES, (B) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (C) WARRANTIES THAT THE SERVICES SHALL RUN BUG-FREE OR ERROR-FREE OR THAT ANY SUCH ERRORS OR BUGS WILL BE FIXED, (D) WARRANTIES THAT THE SERVICES SHALL RUN WITHOUT ANY INTERRUPTION OR DELAY, (E) WARRANTIES THAT THE SERVICES WILL BE COMPLETELY SECURE, AND (F) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. IT IS UNDERSTOOD THAT THE PROVISION OF SERVICES IS DEPENDENT UPON THE CONTINUED AVAILABILITY OF COMMUNICATIONS FACILITIES TO RAILINC AND THAT RAILINC DOES NOT WARRANT SUCH AVAILABILITY. ADDITIONALLY, RAILINC MAKES NO WARRANTIES REGARDING RAILINC CONTENTS & SERVICES THAT HAVE BEEN MODIFIED OR ALTERED BY ANY PARTY OTHER THAN RAILINC, OR ANY PROBLEMS CAUSED BY COMPUTER HARDWARE OR OPERATING SYSTEMS.
IN NO EVENT SHALL RAILINC, NOR ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, ASSIGNS, PARENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO USE OF THE SERVICE AND/OR CONTENTS, THE INABILITY TO GAIN ACCESS TO OR USE THE SERVICE, OR OUT OF ANY BREACH OF ANY WARRANTY EVEN IF RAILINC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Furthermore, Railinc’s liability arising out of the Site, Services, or content based on whether for negligence, breach of contract, warranty or otherwise, shall in no event exceed an amount equivalent to the proportionate charge to you for the specific product and the period of service during which such failure to perform the service and/or breach allegedly occurred. In no event shall Railinc be liable for any lost profits, revenue or business opportunities, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, or for any claim or demand against you by any other party. No claim, dispute, arbitration, or lawsuit may be made more than one (1) year after the events giving rise to the dispute. The remedies specified in herein are exclusive, and you hereby release Railinc from any further liability.
Data, including without limitation rail event reports, shipment tracking, and tracing information may be provided by individual railroads, the Association of American Railroads, various government entities, and other third parties. Neither Railinc nor any of its data or Service providers guarantees the accuracy, completeness, or timeliness of information on this Site, and they shall not be liable for any errors or delays in content or for any actions taken in reliance on the Service.
Railinc is the owner and/or authorized user of any trademark, registered trademark, and/or service mark or the copyright owner or licensee of the Services and content on this Site, including but not limited to any screens appearing at the Site. You may not download and/or save a copy of any of the screens for any purpose except for your personal use or records or as otherwise provided in these Terms. If you make any use of this Site other than as expressly provided in these Terms, you may violate copyright and other laws of the several states, the United States, or other countries and may be subject to penalties. Railinc does not grant any license or other authorization to any user of its registered trademarks, service marks, other copyrightable material, or other intellectual property by placing them on this Site.
You agree to defend, indemnify, and hold Railinc, its parent, and its affiliates harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software, or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account, regardless of any negligence of Railinc.
The prevailing party in any arbitration or other proceeding relating to or arising from this agreement shall be entitled to its reasonable attorney's fees, expenses, and court costs in investigating, prosecuting, or defending such action or proceeding (including upon appeal), in addition to any other relief which may be awarded.
If you believe your copyright has been infringed at Railinc.com, or in Railinc Services, please provide Railinc at email@example.com with a signed document of one authorized containing the following:
Identification of the copyrighted work(s) claimed to have been infringed;
Identification of the material Railinc allegedly is infringing;
All necessary contact information of the complaining party, including address, telephone number, and an electronic mail address;
A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Railinc reserves the right to change any information on this Site, including but not limited to revising and/or deleting information without prior notice. The content presented at this Site may vary depending upon your browser limitations.
Except for an action for injunctive relief, any controversy, claim or alleged breach arising out of these Terms shall be resolved by means of binding arbitration before a single arbitrator in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in Wake County, North Carolina. No demand for arbitration may be made more than one (1) year after the events giving rise to the dispute. The arbitrator shall issue an award which shall be final and binding upon the parties. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. The arbitrator's award may be entered in any court of competent jurisdiction, and the award may then be enforced as between the parties, without further evidentiary proceedings, the same as if entered by the court at the conclusion of a judicial proceeding in which no appeal was taken.
The parties acknowledge that the contemplated transactions and relationship involve interstate commerce and agree that the enforcement of this arbitration provision, the confirmation of any award issued to either party by reason of an arbitration proceeding, and all other rights and duties of the parties shall be governed by the Federal Arbitration Act set forth in 9 U.S.C. § 1, et seq.
The prevailing party in any arbitration or other proceeding relating to or arising from this Agreement shall be entitled to its reasonable attorney's fees, expenses, and court costs in investigating, prosecuting, or defending such action or proceeding (including upon appeal), in addition to any other relief which may be awarded.
Links to External Websites
Clicking on certain links within this Site may take you to external websites. You acknowledge and agree that Railinc has no responsibility for the accuracy or availability of information provided by linked sites. Links to external websites do not constitute an endorsement by Railinc of the sponsors of such sites or the content, products, advertising or other materials presented on such sites.
Information in the many web pages that are linked to Railinc's Site comes from a variety of sources. Some of this information comes from Railinc licensees, but some may come from unaffiliated organizations and individuals. Railinc does not author, edit, or monitor these unofficial pages or links. You acknowledge and agree that Railinc shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on such external sites or resources.
Any software that is made available through the Site ("Software") is the copyrighted work of Railinc and/or its third-party suppliers and is also considered a Service herein. In addition to these Terms, you may also sign a separate agreement, which governs the use of such Software. In such an event, the terms of that separate agreement, to the extent that it contains overlapping subject matter, shall govern.
Railinc Services Made Available Through the Website
Any Services you may purchase or otherwise obtain from Railinc – whether in electronic, printed, or video format – is only for use by the individual or entity ordering the Service. The Service may not be copied or distributed to any other individual or entity for any commercial purpose without prior written authorization by Railinc. In addition to these Terms, you may also sign a separate agreement which governs the use of such Services. In such an event, the terms of that separate agreement, to the extent that it contains overlapping subject matter, shall govern.
"Commercial purpose" is defined as reselling or redistribution, including but not limited to using Services to enhance the value of any shipment monitoring or logistics service sold to third parties.
Certain manuals or videos may contain instructional materials. Represented activities could present a danger to individuals if the instructions are not carefully followed. Also, references to specific strategies, cases, or resources are to be regarded as illustrative only.
User Conduct on the Service
In some instances, the Service allows users to post, view, and send messages. In those instances, you may not:
Restrict or inhibit any other user from using and enjoying the Service;
Post or transmit any unlawful, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would amount to a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or foreign law, including without limitation U.S. export control laws and regulations;
Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Railinc) or engage in spamming or flooding;
Post or transmit any information or software that is or contains a virus, trojan horse, worm, or other harmful component;
Post, publish, transmit, reproduce, distribute, or exploit any information, software, or other material obtained through the Service for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material);
Upload, post, publish, transmit, reproduce, or distribute information, software, or other material obtained through the Service; or
Upload, post, publish, reproduce, transmit, or distribute any component of the Service itself or any of its derivative works.
You acknowledge and agree Railinc has the right to monitor the Service electronically from time to time and to disclose any information as necessary or appropriate to comply with any law, regulation, or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Railinc reserves the right to remove or refuse to post any information or materials, in Railinc's sole discretion.
Unless otherwise indicated for a particular communication, any communications or material of any kind that you e-mail, post, or otherwise transmit through this Site, including data, questions, comments, or suggestions (collectively, "Communications") will be treated as non-confidential and nonproprietary.
By submitting Communications to Railinc or the Site, you grant or warrant that a third-party owner of the material has granted: (i) Railinc an irrevocable, royalty-free, worldwide, non-exclusive right to use, display, reproduce, modify, and distribute the material; and (ii) users of the Site the right to download to one computer or print one copy of the material for personal and non-commercial use so long as those users do not remove or modify the trademark, copyright, service mark, or other proprietary notices. In addition, Railinc is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose, including but not limited to developing and marketing products using such information, without compensation to you.
Failure to Comply With These Terms; Termination
This Site is solely intended for the convenience of Railinc's customers. Railinc reserves the right to exclude from this Site any person at any time with or without cause. You acknowledge and agree that Railinc may terminate your password and/or account or deny you access to all or part of the Services without prior notice if you engage in any conduct or activity that Railinc, in its sole discretion, determines violates any of the Terms, Railinc rights, or is otherwise inappropriate for continued access.
You acknowledge and agree that Railinc, in its sole discretion, may deny you access available through the Site to any materials stored on the Internet or to any third party services, merchandise, or information on the Internet.
Except for the obligation to make payments, neither Railinc nor you will be liable for any failure or delay in the performance of any of its obligation herein because of any cause beyond its reasonable control, including but not limited to fire, flood, explosion, earthquake, terrorist acts, strike, labor shortage or dispute, riot, sabotage, war, insurrection, embargo, government act or requirement, civil or military authority, act of God, failure of third party service providers or the Internet, or any other event, occurrence, or condition that is not caused, in whole or in part, by the delayed party and that is beyond the reasonable control of the delayed party (“Force Majeure Event), provided that the delayed party: (i) gives the other party notice of such Force Majeure Event within 10 days of its occurrence and (ii) uses reasonable commercial efforts to promptly correct such failure or delay in its performance. Both Railinc and you also shall take all reasonable action to minimize the effects of any such Force Majeure Event, occurrence, or condition. If Railinc is unable to provide the Railinc Services for a period of sixty (60) consecutive days as a result of a continuing Force Majeure Event, you may cancel the Services without liability beyond payment for the Railinc Services already performed or provided by Railinc prior to the Force Majeure Event.
Railinc takes reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those individuals or entities you identify. However, the Internet is an open system and Railinc cannot and does not guarantee that the personal information you have entered will not be intercepted by others and decrypted, and Railinc shall have no liability in such event.
If you wish to make purchases through the Service, you may be asked to supply certain information, including credit card or other payment information. You agree that all information you provide through the Service for purposes of making purchases will be accurate, complete, and current. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases through the Service.
These Terms are not superseded or amended by the terms and conditions of any payment, supplier, or similar electronic portal entered into by the Parties. Railinc does not agree to enter into any such electronic payment portal and payment of Railinc invoices is not contingent upon agreeing to the use of any electronic payment portal.
You are required to make payment within thirty (30) days from the date of an invoice from Railinc (Due Date). All purchases are non-refundable. You shall pay a late payment charge computed at the rate of 1.5 percent (1.5%) per month, or the maximum late payment charge permitted by law, whichever is less, on any unpaid amount for each calendar month (or fraction thereof), that such payment is in not made by the Due Date.
However, in the event you dispute an invoice, including the price charged, in whole or in part, you must notify Railinc in writing of the nature of the dispute with evidence verifying that the invoice is incorrect within 90 days of the invoice date. You are required to make payment on any undisputed portion of the invoice in accordance with these payment terms. Railinc shall conduct an investigation into your complaint and, if deemed valid, will credit the excessive amount within thirty (30) days of the notice. Claims for billing discrepancies for which notice is provided more than 90 days from the date of invoice are considered an accepted variant and therefore waived.
Security and Privacy Statement
Your use of the Sites and the information provided under these Terms do not constitute a joint venture, partnership, or agency relationship between you and Railinc.
These Terms and the relationship between you and Railinc shall be governed by, and construed in accordance with, the laws of the State of North Carolina without regard to its conflicts of law provisions. You agree that this agreement was made in the state of North Carolina. You and Railinc hereby consent to venue and jurisdiction for any dispute and/or action arising under or in relation to these Terms and/or Railinc Services permitted hereunder in a federal or state court exclusively in Wake County, North Carolina. No action, regardless of form, arising out of these Terms and/or Railinc Services may be brought by either your or Railinc more than one (1) year after the events giving rise to the alleged cause of action or dispute.
Recognizing the global nature of the Internet, you agree to comply with all applicable laws and regulations. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
Headings of these Terms are for convenience only and shall have no legal meaning or effect.
These Terms contains the entire agreement between you and Railinc with regard to your use of this Site. The Terms, and not the conduct between you and Railinc or any trade practice, shall control the interpretation of the agreement. No transmission by you to Railinc can serve to modify or amend in any fashion any provision of these Terms. Should any part of these Terms be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver by Railinc of any provision herein shall not constitute either an ongoing waiver of a requirement of these Terms or a waiver of any other breach of this agreement.
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