These Terms of Use (“Terms”) apply to and shall govern your use of and/or reliance upon this website or affiliated Railinc Corp. ("Railinc" or “We”) websites ("Site(s)"), your purchase(es) and/or continued use of any material, software, products and/or services (“Service(s)”) published and/or made available for purchase or otherwise through the Site.

If you are using Railinc’s Services on behalf of, or in the service of an organization, corporation 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 create binding and enforceable legal obligations that apply to your Company and that by accessing the provisions on this Site and/or manually clicking assent hereto you are agreeing to the Terms and are creating legal obligations for you and your Company.  As used herein, ‘you’ and ‘your’ refers to both that Company and you as an agent of that Company.

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 the Terms, including all terms and conditions stated in or incorporated by reference herein. By signing up for an account, you are indicating your consent to receiving marketing emails from Railinc.  If you wish to be removed from this list, please email Railinc at corpcomms@railinc.com and request to opt out from the marketing messages.

Railinc may modify the Terms from time to time. When modifications are made, we will notify you by making the modified version available on this Site, which will indicate the date on which modifications were last made and became effective. You agree that all purchases and/or usage of Services are governed by the version of these Terms available on the Site at the time of such purchase and/or usage. If you have questions or wish to report a violation of these Terms, please contact legal@railinc.com.

These Terms were last updated on March 4, 2022.

Your Obligations

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 reserves the right to terminate your account and prohibit your use of the Service.

Any Services you purchase or otherwise obtain from Railinc – whether in electronic, printed, or video format – is only for your use. You agree not to resell, transfer, give use of or access to the Services (or any portion thereof, including the unauthorized reselling or transferring of access to the Services) to any third-party.

The Services may not be copied or distributed to any other individual or entity for any Commercial Purpose or other unauthorized purpose without prior written authorization by Railinc. "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.

In addition to these Terms, you may also be required to sign a separate agreement which governs the use of such Services. In such an event, the terms of that separate signed agreement, to the extent that there are any inconsistencies with these Terms, shall govern. Certain manuals or videos available on the Railinc Site may contain instructional materials. You acknowledge that references to specific strategies, cases, or resources are to be regarded as illustrative only.

You acknowledge and agree that you must: (a) provide for your own internet access and pay any 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. You agree to provide all technical information reasonably necessary for maintaining secure data connectivity between the Parties including, but not limited to all of your current/active and planned IP addresses.

You further acknowledge that there are technical limitations to the number of unique product and mark permissions/accesses which may be attributed to each SSO ID.  Therefore, you may be required to assign different product and mark permissions/accesses across multiple SSO IDs.

Disclaimer of Warranties and Liability

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 OF 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 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 ANYINDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO USE OF THE SERVICE AND/OR CONTENTS, OR THE INABILITY TO GAIN ACCESS TO OR USE THE SERVICE, EVEN IF RAILINC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Furthermore, Railinc’s liability arising out of your use of the Site, Services, or content, whether based on negligence, breach of contract, warranty or any other legal theory, shall in no event exceed an amount equivalent to the proportionate charge to you for the specific period of Services during which such failure and/or breach allegedly occurred, and you hereby release Railinc from any further liability arising out of your use of the Site, Services, or content. 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. The remedies specified in herein are exclusive.

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/or other third-parties. Neither Railinc nor any of its above-referenced data or service providers guarantee the accuracy, completeness, or timeliness of information on this Site, and you release them from any liability for any errors or delays in content or for any actions taken by you in reliance on the Service attributable to data they may have provided.

Indemnification

You agree to defend, indemnify, and hold Railinc, its parent and affiliates, and their employees, agents, and officers (“Indemnities”) harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) resulting from third-party claims 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 any Indemnities.

Railinc’s Rights

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 on the Site. You may not download and/or save a copy of any of the screens for any purpose except for your authorized business 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.

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 be required to sign a separate agreement which governs the use of such Software. In such an event, the terms of that separate signed agreement, to the extent that they are any inconsistencies with these Terms, shall govern.

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.

Copyright Infringement

If you believe your copyright has been infringed at by any content on the Site, or by any Railinc Services, please provide Railinc, at legal@railinc.com, with a document signed by someone in the Company authorized containing the following:

  1. Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site;
  2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located so that We can locate it;
  3. Your address, telephone number, and, if available, e-mail address, so that We may contact you about your complaint; and
  4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agents, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Governing Law

These Terms 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. The parties hereby consent to venue and jurisdiction for any dispute and/or action arising under or in relation to these Terms permitted hereunder in a federal or state court exclusively in Wake County, NC or Eastern District of the North Carolina Federal District Court, including any action seeking injunctive relief. No action, regardless of form, arising out of these Terms and/or Services may be brought by either Party more than one (1) year after the events giving rise to the Dispute. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Terms.

Links to External Websites

Clicking on certain links within this Site may take you to external websites. You acknowledge and agree that Railinc does not guarantee and 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, content, products, advertising, or other materials presented on such sites. 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.

User Conduct

In some instances, the Services allow users to post, view, and send messages. In those instances, you may not:

  1. Restrict or inhibit any other user from using the Service;
  2. 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;
  3. 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;
  4. Post or transmit any information or software that is or contains a virus, trojan horse, worm, or other harmful component; or
  5. Post, publish, transmit, reproduce, distribute, or exploit any information, software, or other material obtained through the Service itself or its derivative works for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material).

You acknowledge and agree Railinc has the right to monitor the Services 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, which are visible to third-parties, 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 any 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. If you are unable to provide such grant or warranty, you should not make any Communications through the Site or Services.

Failure to Comply With The Terms; Termination

This Site is solely intended for the use by Railinc's customers. 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 the reasonable control of the party failing, or delaying, to perform, 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, pandemic, endemic, 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 party failing, or delaying, to perform, and that is beyond the reasonable control of such party (“Force Majeure Event), provided that the delayed party: (i) gives the other party notice of such Force Majeure Event within 10 calendar 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 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 Services already performed or provided by Railinc prior to the Force Majeure Event.

Payment

If you wish to purchase the Service, you may be asked to supply certain information, including credit card or other payment information. You agree to pay all charges incurred by users of your account at the prices in effect when such charges are incurred. You agree that all fees charged are exclusive of all taxes imposed on the transaction, which you are responsible for and agree to report and pay in full to the appropriate taxing authority.

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) calendar 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 calendar days of the invoice date. You are required to make payment on any undisputed portion of the invoice in accordance with the payment terms herein. 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

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.

Registration and other information about you are subject to Railinc's privacy policy and shall be used only in accordance with that policy. For information on the use and/or removal of your information by Railinc, please see the Railinc Privacy Policy.  The Privacy Policy is posted at the bottom of the webpage of the Service and at the following link https://public.railinc.com/privacy.

Miscellaneous

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.

Recognizing the global nature of the Internet, you agree that your use of the Site and/or the Services will be in compliance with all applicable laws and regulations, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. You may not transfer or provide the Services to anyone on the U.S. government exclusion lists at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern.  You represent and warrants that You are not on the exclusion lists or under the control of or an agent for anyone on those lists.

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 and/or the Services. The language of the Terms, and not the conduct between you and Railinc or any trade practice, shall control the interpretation of the Terms. 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, and any provision held to be invalid or unenforceable shall be reconstituted in a way to render them valid and enforceable while best meeting the intent of the parties. The waiver by Railinc of any provision herein shall not constitute either an ongoing waiver of a requirement of or a waiver of any other breach of these Terms.

 

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