Service Provider Terms of Use

Last revision dated 09/21/2011

INTRODUCTION

Purpose.

The CargoFactor mission is to connect the Expedite Logistic Industry’s participants to enable them to be more productive and successful. To achieve our Mission, we make services available through our website, to help you, your connections, and other professionals meet, exchange information, make deals, and make decisions in a network of trusted and privileged relationships.

Scope and Intent.

You agree that by registering on CargoFactor.com, or by using the our website, you are entering into a legally binding agreement with Notus Data, LLC dba CargoFactor, 4505 Stanhope, Dallas, Texas 75205, USA if you reside in the United States based on the terms of this CargoFactor User Agreement and the CargoFactor Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a CargoFactor user (“User”).

If you are using CargoFactor on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become a CargoFactor User, do not conclude the Agreement, do not access, view, download or otherwise use any CargoFactor webpage, information or services. By clicking “Acceptance of Pricing, Terms & Conditions,” you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the CargoFactor User Agreement and Privacy Policy are also collectively referred to as CargoFactor’s “Service Provider Terms of Use.”

OUR OBLIGATIONS

Compliance Administration

CargoFactor will provide TSA-IACSSP regulatory administration services for subscription service providers that include:

Service Provider Administration & Profiling Services

Administration of TSA Security Threat Assessment (STA) applications
Administration of employee training and certification in accordance with the current TSA guidelines
Administration of online company profile including

• Required legal information
• Station profiles as required by IACMS
• Insurance and certifications
• Employee identification report with IACMS support documentation
• Employee training report with quick links to results and certificates

Administration of TSA required documentation standards

• Online access to STA applications
• Online access to employee training results and certificates

Compliance Portal

CargoFactor will provide subscription service providers and their customers access to the CargoFactor website to enable access to service provider approved operational and regulatory information. Service providers will be granted a user license granted through the assignment of a login and password. Service provider customers will access the website via a service provider authorization key assigned by CargoFactor.

Your user license is granted through the assignment of a login and password. This login and password is used to access your profile, account information and for establishing relationships with your customer companies. This login and password is assigned an individual and should not be used by any other user. It is understood by the user that this login provides the ability to access Sensitive and Secure Information, and this login must be kept secret. If another user license is necessary for your organization, this may be requested by contacting admin@cargofactor.com.

SERVICE PROVIDER OBLIGATIONS

Applicable Laws, Regulations and This Agreement

You must comply with all applicable laws, industry related regulations and this agreement.

License and warranty for your submissions to CargoFactor.

You own the information you provide CargoFactor under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential unless expressly noted, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your CargoFactor profile information accurate and updated.

Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, (3) are not a competitor of CargoFactor or are not using the Services for reasons that are in competition with CargoFactor; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of CargoFactor, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

Sign-In Credentials/User License.

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your CargoFactor account to another party; and (5) refrain from charging anyone for access to any portion of CargoFactor, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. You may close your account by providing a request in writing to admin@cargofactor.com.

Indemnification.

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through CargoFactor.

Payment.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to CargoFactor storing your payment card information. You also agree to pay the applicable fees for the services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the period during which you cancel your subscription.

Notification of acts contrary to the Agreement.

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Export Control.

Your use of CargoFactor services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

GENERAL TERMS

You may terminate this Agreement, for any or no reason, at any time, with notice to CargoFactor pursuant to Section 9.C. This notice will be effective upon CargoFactor processing your notice. CargoFactor may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only CargoFactor or the party paying for the services may terminate the account. Termination of your CargoFactor account includes disabling your access to CargoFactor and may also bar you from any future use of CargoFactor.

Misuse of the Services.

CargoFactor may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users who should not have access to Sensitive Security Information to access the website; creating multiple or false profiles; using the Services commercially without CargoFactor’s authorization, infringing any intellectual property rights, or any other behavior that CargoFactor, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, CargoFactor has adopted a policy of terminating accounts of Users who, in CargoFactor’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

Effect of Termination.

Upon the termination of your CargoFactor account, you lose access to the Services. The terms of this Agreement shall survive any termination.

Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other CargoFactor services, third-party content or third party software.

Amendments to this Agreement

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.cargofactor.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per the Termination Section.