Ryan Transportation Services, Inc., “RTS” a federally licensed transportation broker of property operating under MC# 196502, arranges for transportation of goods in interstate commerce and has developed and owns this “Customer Portal” designed to provide transparency, define, measure and achieve specific service and performance criteria for the transportation and storage of customers’ products and supplies; and
By using this Portal, Customer agrees to be bound by these terms and conditions, as they may be modified and placed on this Portal at any time by RTS. If Customer does not agree with any of these terms and conditions, do not use the Portal. RTS reserves the right to seek all remedies available by law and equity in the event of a violation of these terms and conditions.
All data, content, information and materials that found at or comprising the Portal, including, but not limited to, customer information, account information, user information, logins and passwords, images, illustrations, graphics, photographs, audio clips, video clips, text, artwork, software or HTML code (collectively “Content”) are protected by privacy, confidentiality, trademark, service mark, copyright and/or other intellectual property rights or licenses held by RTS, its affiliates or third parties who have licensed such materials and content to RTS.
3. USE OF PORTAL
a. License. Subject to these terms and conditions, RTS agrees to provide Customer access to Customer’s shipment information with RTS through the Portal. RTS grants to Customer a limited, nontransferable, nonexclusive license for the term of this Agreement to access and use the Portal and the software used by RTS at the Portal solely to access Customer’s shipment information. Customer may display and print for its own use and for the use of Customer’s
employer information received via the Portal that pertains to Customer or Customer’s employer and its business with RTS. In the event Customer or Customer’s employer is no longer a customer or partner of RTS, Customer shall immediately cease using the Portal.
b. Restrictions on Use. Customer shall not, directly or indirectly, (i) license, sell, lease, assign or otherwise transfer Content on the Portal or Portal software, (ii) alter or permit a third party to alter any part of the Content, Portal or Portal software; (iii) access or use any Content, information or materials of any third party available at the Portal; (iv) use or permit the use of the Portal, Content or Portal software except for the Customer’s access to its own customer information; (v) distribute copies of information, materials or Content found on the Portal in any form (including by e-mail or other electronic means), without prior written permission, or (vi) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Portal software. “Scrapping” of data or any other unauthorized use is subject to Ten Thousand Dollars ($10,000) liquidated damages.
c. Customer Data. Customer agrees that it is solely responsible for the accuracy of any and all information input by Customer or provided to RTS for use in conjunction with the Portal (the “Data”). Data shall not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, violates the privacy rights of any third party, or contains anything that is obscene, defamatory, harassing, offensive or malicious.
d. Passwords. Customer is responsible for all use of its account and maintaining the confidentiality of all passwords and information. Sharing of passwords and account numbers and information is at Customer’s own risk. Customer is responsible for the security of all Data saved to the Portal.
RTS has taken reasonable efforts to ensure that the Content contained on the Portal is accurate. However, all Content is provided “AS IS,” and RTS does not warrant and makes no representation that Content provided on the Portal is accurate, appropriate or applicable.
Without limiting the foregoing, RTS further disclaims and does not represent or warrant the following:
a. That the Portal will operate without interruption, errors defects, bugs, viruses or other harmful components or that any defects appearing on the Portal will be corrected.
b. Liability or responsibility or damage as to the correctness, completeness, reliability or accuracy in the representation of each tracking update, pick up, delivery times, final rate, route or servicing carrier.
c. Liability or responsibility for damage, theft, loss, injury or claim of liability of any kind based on or resulting from any Content contained on the Portal or as a result of unauthorized access to, damage to or interception of any data or communications sent to or from, scraped from
or stored on the Portal.
d. Liability or responsibility to any person, firm or corporation for any loss, damage, injury, claim or liability of any kind or character based on or resulting from any Data or Content contained on the Portal or the accidental release of such Data or Content.
6. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
a. RTS AND ITS SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. RTS DOES NOT WARRANT THAT THE PORTAL IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR WILL NOT CAUSE LOSS OF OR DAMAGE TO DATA STORED ON COMPUTING DEVICES ON WHICH IT IS INSTALLED. THE PORTAL MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS FROM A COMPUTER WITH WHICH THE PORTAL IS USED OR ACCESSED. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
b. UNDER NO CIRCUMSTANCES SHALL RTS OR ITS SUPPLIERS BE LIABLE FOR ANY TYPE OF DAMAGES OR CLAIMS RELATED TO THE PORTAL, INCLUDING BUT NOT LIMITED TO, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF RTS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
The license to access and use the Portal granted in these terms and conditions of use will terminate automatically in the event that Customer is no longer a customer or vendor of RTS as determined by RTS. The license to access and use the Portal granted in these terms and conditions of use may be terminated at any time by RTS, without notice to Customer, in the event of a breach by Customer.
8. APPLICABLE LAW
These terms and conditions, and any other legal notices published by RTS on the Portal, shall constitute the entire agreement between you and RTS concerning use of the Portal. Any modification to these terms and conditions must be in writing and signed by authorized representatives of both parties to be enforceable. Failure by RTS to invoke or enforce any or all of
the provisions of these terms and condition shall not constitute a waiver of any or all such provisions, nor shall any assertion or showing of “custom” or “usage” be deemed a waiver of the written terms and conditions contained herein. If any part of these terms and conditions is held unenforceable, the rest shall continue in effect. The person(s) agreeing to these terms and conditions on behalf of Customer has actual authority to enter into and bind the Customer.