Terms and Conditions

1. Unless otherwise provided by the Service Agreement, subscription begins on the date service is made available to the Customer. Unsigned service agreements become null and void 30 days from the order date. TransCore may cancel any or all service without notice if Customer is in violation of any term or condition of this agreement. On termination, TransCore agrees to remit all prepaid unused subscription fees after adjustment for any multiple month or location discounts to reflect actual service provided.

2. To preserve the integrity of its services, TransCore reserves the right to suspend or cancel service at any time without notice to Customer if, in TransCore’s sole opinion, Customer is not handling third party financial or other obligations in a manner generally acceptable to the industry.

3. Payment is due in U.S. funds in advance of services provided unless otherwise agreed in writing. TransCore may require a security deposit payable in advance of initiating any service. If any amount due TransCore is not paid as specified, such amount will be subject to a finance charge, equal to 1-1/2% of the unpaid balance per month (18% per annum). TransCore shall apply all payments on accounts first to finance charges, and the remainder, if any, to the principal.

4. Prepaid transaction charges included as part of a monthly subscription expire each month. Unused transactions are non-refundable.

5. Customer acknowledges that inclusion of telephone numbers in Comment Line fields is strictly prohibited. TransCore reserves the right to remove telephone numbers from Comment Lines without notice.

6. All billing disputes must be presented in writing to TransCore within 30 days of invoice date. Direct inquiries to the Customer Financial Services department, TransCore Commercial Services, Inc. P.O. Box 23519, Portland, Oregon 97281-3519, or via FAX at (503) 672-5108

7. The availability and content of any TransCore information service is subject to rapid and constant change. Neither TransCore nor any of its third party information providers make any warranties, whether oral, written, express or implied, with respect to the information or service to be provided under this agreement, including without limitation: (a) any warranty of merchantability or fitness for a particular purpose, (b) that information will be error-free, or (c) that service will be uninterrupted. In no event will TransCore or its third party information providers be liable to Customer or any other person for any loss, liability, damage or expense arising out of or in connection with this agreement or the services rendered. NEITHER TRANSCORE NOR ITS THIRD PARTY INFORMATION PROVIDERS SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING DAMAGES RESULTING FROM:USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS EVEN IF TRANSCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Customer agrees not to make any unlawful use of the information or service(s) provided under this agreement, and agrees to indemnify and hold both TransCore and its third party information provides harmless from any claim, loss or damage, including attorneys fees, costs of settlement, and federal, state or local taxes arising from the Customer’s use or application of information provided hereunder, which obligation shall continue notwithstanding termination or expiration.

9. Customer acknowledges that TransCore’s sole obligation and exclusive responsibility in the event of material and continuing non-conformity, defect or error in the information of service shall be to take reasonable corrective actions upon discovery of the problem, and in no event shall TransCore and/or its third party information provider’s cumulative liability under this agreement exceed the total fees paid by Customer to TransCore during the preceding 30 day period.

10. Customer acknowledges the terms of the attached Privacy Statement which discloses the information gathering and dissemination practices of TransCore and all World Wide Web sites owned or operated by TransCore, its affiliates, and its subsidiaries.

11. Customer has reviewed and agrees to abide by recommended system requirements, including amendments and upgrades thereto as published by TransCore from time to time, and agrees that TransCore’s products shall not be installed or used on any computer system that does not meet minimum requirements.

12. All materials delivered to Customer, including manuals and computer disks or CD ROMS, are and shall remain the sole property of TransCore. Any duplication of such materials without prior written permission from TransCore is prohibited. Each subscription is good for use at only one physical/geographical location.

13. Use of any import/export capability to transfer TransCore information from Customer’s computer system shall be restricted to one or more identified computers located at the address(es) noted on the Service Agreement, and shall not be distributed to any other location.

14. INFORMATION PROVIDED BY TRANSCORE OR ITS THIRD PARTY INFORMATION PROVIDERS IS PROTECTED BY FEDERAL COPYRIGHT LAW, AND IS PROPRIETARY TO TRANSCORE AND/OR ITS THIRD PARTY INFORMATION PROVIDERS. CUSTOMER SHALL USE THE INFORMATION PROVIDED BY TRANSCORE SOLELY FOR ITS OWN INTERNAL BUSINESS PURPOSES, AND SHALL NOT REPRODUCE, REPUBLISH, RESELL, OR DISTRIBUTE SUCH INFORMATION IN ANY FORMAT, IN WHOLE OR IN PART, FOR SALE OR COMMERCIAL USE BY THIRD PARTIES. CUSTOMER AGREES THAT ANY VIOLATION OF THIS PROVISION IS SUBJECT TO LEGAL ACTION FOR DAMAGES AND/OR EQUITABLE RELIEF BY TRANSCORE, AND BY ANY AFFECTED THIRD PARTY INFORMATION PROVIDER.

15. U.S. GOVERNMENT RESTRICTED RIGHTS. Products described or referenced in this agreement are commercial computer software programs developed at private expense. Use, duplication or disclosure by the U.S. Government are subject to the provisions of this agreement as prescribed by the applicable provisions of the DOD FAR supplement and similar regulations of other U.S. Federal agencies applicable to the delivery of commercial software including the restrictions as set forth in FAR 52.227-19(c)(2).

16. This agreement including any Addenda hereto represents the entire agreement between parties. All matters shall be governed by the laws of the State of Delaware. In the event TransCore retains legal counsel to enforce this agreement the prevailing party shall be entitled to receive its attorney’s fees, including fees on appeal or other judicial review, in addition to damages incurred, whether or not suit or action is commenced.

 Privacy Statement

This Privacy Statement discloses the information gathering and dissemination practices of TC IP, Ltd., its parent, affiliate, and subsidiary companies ("TransCore") in connection with the World Wide Web site located at www.datpartners.com (collectively, the "Site"). The Site is controlled and operated by TransCore Commercial Services, Inc. from its offices in the United States. This Privacy Statement addresses only TransCore's practices regarding information collected directly from the Site – it does not address or govern any information gathering or dissemination practices related to information collected by way of other means or media, whether off-line or otherwise. TransCore can be contacted by mail at 11000 SW Stratus Street, Suite 100, Beaverton, Oregon, 97008, by phone at 1.800.547.5417 (within the United States) or 1.503.643.4331(outside the United States), or by e-mail at inquiries@transcorebusiness.com.

1. Collection of Personal Information from Site Visitors

TransCore may collect or track (1) the home server domain names, e-mail addresses, type of client computer, files downloaded, search engine used, operating system, and type of Web browser of visitors to the Site, (2) the e-mail addresses of visitors that communicate with TransCore via e-mail, (3) information knowingly provided by the visitor in online order forms, sign-up forms, contact forms, online resume submissions, registration forms, surveys, e-mail, and other online avenues (including, without limitation, demographic and personal profile data), and (4) aggregate and user-specific information regarding which pages Site visitors access.

TransCore may place Internet "cookies" on visitors' hard drives. Internet cookies save data about individual visitors, such as the visitor's name, password, user-name, shopping cart, screen preferences, and the pages of a site viewed by the visitor. When the visitor revisits the Site, TransCore may recognize the visitor by the Internet cookie and customize the visitor's experience accordingly. Visitors may decline Internet cookies, if any, by using the appropriate feature of their Web client software, if available.

TransCore also may use Web bugs to gather, store, and track certain information related to your visit to and activity on the Site. A Web "bug" is a file object, which can be a graphic image such as a transparent one pixel-by-one pixel graphics file, which is placed on a Web page or in an e-mail message to monitor user activity. A Web bug can gather, for example, the IP address of your computer, the time the Web page was viewed, and the type of browser used.

When a visitor performs a search within the Site, TransCore may record information identifying the visitor or linking the visitor to the search performed. TransCore may also record limited information for every search request and use that information to solve technical problems with the services available directly or indirectly in connection with the Site and to calculate overall usage statistics.

2. Use of Personal Data Collected

Personal data collected by TransCore may be used by TransCore for many reasons, for example, for editorial and feedback purposes, for marketing and promotional purposes, for a statistical analysis of users' behavior, for product development, for content improvement, for fulfillment of a requested transaction or record keeping, or to customize the content and layout of the Site. Aggregate data on visitors' home servers may be used for internal purposes, and individually identifying information, such as names, postal and e-mail addresses, phone numbers, and other personal information which visitors voluntarily provide to TransCore may be added to TransCore's databases and used for future calls and mailings regarding Site updates, new products and services, and upcoming events.

TransCore also may use Site visitor data to contact the Site visitors regarding account status and changes to the subscriber agreement, privacy statement, and any other policies or agreements relevant to Site visitors.

3. Disclosure of Personal Data to Third Parties

Aggregate data on visitors' home servers may be provided to marketing, promotion, and similar firms. Identifiable and non-identifiable visitor information and data which visitors provide to TransCore may be provided to third parties who provide products, information, or services which TransCore believes that visitors may be interested in directly or indirectly purchasing or obtaining. Identifiable or non-identifiable data also may be disclosed or distributed to another party with which TransCore enters or reasonably may enter into a corporate transaction, such as, for example, a merger, consolidation, acquisition, or asset purchase, or to a third party pursuant to a subpoena, other form of legal process, or a request by or on behalf of any local, state, federal, or other government department or agency.

While TransCore may undertake efforts to see that any third party to which TransCore shares, rents, sells, or otherwise discloses personal data is under a contractual obligation to use the personal data solely for the purposes for which the data was disclosed, such third parties are independent third parties over which TransCore exercises no control, and TransCore is not responsible for their conduct, actions, omissions, or information handling or dissemination practices and TransCore will not be liable therefore.

This Site may contain links to other World Wide Web sites or advertisements for or placed by third parties. TransCore is not responsible for the privacy practices of such Web sites, advertisers, or third parties, or for the content of such sites or advertisements. It is possible that these links or advertisements, themselves, may be used by third parties or others to collect personal or other information about Site visitors. It is solely the visitors' obligation to review and understand the privacy practices and policies of these other Web sites and of these advertisers and third parties.

4. Security Measures

TransCore has implemented numerous security features to prevent the unauthorized release of or access to personal information. For example, employees responsible for operation and maintenance of the Site are asked to sign a non-disclosure agreement. Please be advised, however, that the confidentiality of any communication or material transmitted to or from TransCore via this Site or e-mail cannot be guaranteed. Accordingly, TransCore is not responsible for the security of information transmitted via the Internet. Instead of communicating with TransCore via e-mail or the Internet, visitors can contact TransCore by mail at 11000 SW Stratus Street, Suite 100, Beaverton, Oregon, 97008, or by phone at1.800.547.5417 (within the United States) or 1.503.643.4331 (outside the United States).

5. Opt-Out Right

Except in connection with TransCore's provision of services, information, and products requested by a visitor, the visitor may opt out of having his or her personally identifiable information, which has been voluntarily provided to TransCore through an account registration, customer order, or electronic news or information subscription, prospectively retained by TransCore, used by TransCore for secondary purposes, or disclosed by TransCore to third parties by contacting TransCore via postal mail, e-mail, or telephone at the addresses set out above. (This does not apply to collection of the type of Web browser of the visitor to the Site or to information provided or collected that does not meet the above description.)

6. Access to and Ability to Correct Personal Data

Upon a visitor's request via postal mail, e-mail, or phone, TransCore will provide to the visitor a summary of any personally identifiable information retained by TransCore regarding the visitor, which information has been voluntarily provided to TransCore through the Site through an account registration, customer order, or electronic news or information subscription. A visitor may modify, correct, change or update their personally identifiable information by contacting TransCore via postal mail, e-mail, or telephone at the addresses or numbers above.

7. Right to Change Privacy Statement

TransCore may change this Privacy Statement at any time. Notice of any new or revised Privacy Statement, as well as the location of the new or revised statement, will be posted on the Site for at least 60 days after the change. It is the obligation of users visiting the Site before the change to learn of changes to the Privacy Statement since their last visit. Any change to this Privacy Statement shall be effective as to any visitor who has visited the Site before the change was made.

8. Date Privacy Statement Effective

This Privacy Statement is effective March 26, 2003.

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