Welcome to CSX Corporation's I-Supplier Portal Web Site (the "Site"). Users of this site, accept the terms and conditions of this Use Agreement. The terms "you" or "your" refer to the individual(s) accessing the Site and the trade member on whose behalf those individual(s) are doing so.
1.You agree to use the Site only in accordance with this Use Agreement. CSX may amend or terminate this Use Agreement at any time by posting a new agreement. You also agree to abide by any other rules, procedures, standards, requirements, or conditions established by CSX regarding use of the Site that are communicated to you via the Site or other means.
CSX grants you a non-transferable, non-exclusive license to access this Site to view, enter, and download information and to interact with the Site where the Site is designed to permit such interaction, solely for your own company's internal use, subject to your ongoing compliance with all terms of this Use Agreement. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or use it in any manner not expressly authorized by this Use Agreement. To preserve CSX's intellectual property and confidential information, you agree not to copy, reverse engineer, translate port, modify or make derivative works of the Site. You agree not to use the Site for any use involving the processing of data of other persons or entities. You do not receive any, and CSX retains all, ownership rights in the Site.
2. Access to the Site may be limited or unavailable during periods of peak demand, systems upgrades, maintenance, or for other reasons. CSX will not be liable to you if you are unable to access information through the Site.
3. The Site is provided to you on an "AS IS" and "WITH ALL FAULTS" basis. CSX reserves the right to make changes and improvements to, or discontinue the Site or any part of it. Further, CSX does not represent that the Site is appropriate or authorized for use in all countries, states, counties or other jurisdictions; accordingly, you are responsible for compliance with all applicable laws in accessing the Site.
CSX MAKES AND YOU RECEIVE NO WARRANTY, WHETHER EXPRESS OR IMPLIED. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL CSX BE LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY YOU (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS, EXPENDITURES, INVESTMENTS, OR COMMITMENTS, LOSS OF ANY GOODWILL, OR DAMAGES RESULTING FROM LOST, DAMAGED OR MISAPPROPRIATED DATA, INABILITY TO USE DATA, DELAYS, INTERRUPTIONS, OR COMPUTER VIRUSES), IRRESPECTIVE OF WHETHER CSX HAS BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH IN THIS USE AGREEMENT IS FOR ANY REASON WHATSOEVER HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT CSX'S LIABILITY SHALL NOT EXCEED TEN U.S. DOLLARS ($10).
In addition, CSX has no obligation or liability resulting from any cause beyond its reasonable control, including but not limited to: failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. CSX is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Site.
4. This Site, all portions thereof, and software are Copyright © Oracle, All Rights Reserved. All information and data contained on the Site are Copyright (c) CSX, All rights reserved. The Site also contains confidential information that you may be obligated to protect from disclosure under the terms of your other agreements with CSX. The information on the Site is the property of CSX and is protected by copyright and other applicable intellectual property law. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit that information in any manner unless the use is permitted by your other agreement(s) with CSX or CSX otherwise gives you express written consent. You agree not to alter or remove any copyright notice or proprietary legend at the Site. You also agree not to use the information on the Site for any unlawful purpose. You agree to comply with reasonable written requests by CSX to protect CSX's rights in the information and the Site. Trademarks of CSX used on the Site are the property of CSX. Other products or names may be the trademarks of their respective owners.
5. You will be responsible for the confidentiality and use of your password(s). You will be responsible for all access and use of this Site, and all information entered, through and under your password(s) and any information so received by CSX will be deemed to have been received from you. You agree immediately to notify CSX, and to cooperate with CSX in addressing, if you become aware of:
a) Any loss or theft of your access password(s); or
b) Any unauthorized use of any of your password(s) or of the Site, or any information on the Site.
Upon the reassignment or termination of any of your employees, you will take all steps necessary to secure your and CSX's data, software, hardware, and other property from intrusion by such employee. Such steps shall include, but are not limited to, your removing the affected employee's id from the Site and removing or adjusting a reassigned employee's id to match that employee's new responsibilities, or other steps as deemed necessary by CSX in its sole discretion to prevent unauthorized access by such employee.
6. You acknowledge that data may be accessed by unauthorized third parties when communicated between you and CSX using the Internet or any other electronic means. To reduce this risk, whenever you access the Site you agree to use the highest level data security protocol supported by the Site. However, because absolute security is impossible to obtain, you recognize and agree that CSX is not liable for any security breach.
7. You may use applications commonly known as Web Browser software that are compatible with the Site and other applications expressly approved by CSX in order to access or log on to the Site or to automate the process of obtaining, downloading, transferring or transmitting any content or information to or from the Site. You agree not to use any other software, program, application or device for any of these purposes.
8. You agree to reimburse CSX for, and hold harmless and indemnify CSX against, any costs, losses or liabilities that arise, directly or indirectly, from the unauthorized use of CSX's systems, servers, software, devices, telephones, on-line services or to other property of CSX by you or your agents or employees. You further agree to defend, indemnify and hold CSX harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of this Use Agreement. This obligation survives the termination of this Use Agreement.
9. CSX reserves the right to terminate or restrict your access to the Site or any portion of it in CSX's sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to the unauthorized use of your password(s) or breach of this Use Agreement. In the event of a termination of this Use Agreement by CSX, CSX has no liability to you.
10. The Site may provide you with the capability to send electronic communications, such as e-mail, directly to CSX or CSX's representative and to interact within applicable areas of the Site. You agree to the following terms with respect to your use of any electronic communications through the Site:
a. You will not transmit information to CSX using electronic communications except through those electronic features designated by CSX for those express purposes. You acknowledge that CSX will not act upon any information transmitted through electronic communications other than those you transmit through the designated features.
b. CSX may, but is not obligated to, review or retain your electronic communications for, among other reasons, monitoring the quality of service you receive, your compliance with this Use Agreement or the security of the Site. CSX is entitled to disclose your electronic communications to the same extent it may disclose other information about you. In no event will CSX be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of such activities by CSX.
c. You will not use any electronic communication feature of the Site for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or injurious or detrimental to the Site.
d. You agree not to submit to the Site any information that infringes upon or violates the privacy, rights, trademarks, copyrights or other intellectual property rights of others, anything that is illegal, defamatory, obscene, harassing, offensive, objectionable or sexually explicit, that encourages a violation of the law, that contains a virus, that is off-topic, or, without CSX's permission, that contains any solicitation or advertising.
e. CSX has the right, but is not obligated to, monitor the Site to determine your compliance with this Use Agreement, with your other agreement(s) with CSX, and with applicable laws.
f. You agree to be bound by this Use Agreement and any other affirmance, assent or agreement you transmit through electronic means, including but not limited to any consent you give to receive communications from CSX through electronic transmission. Use of the site constitutes acceptance of this Use Agreement.
CSX Corporation is committed to Internet privacy and information security. There are times, however, when we may need information from you, such as your name, e-mail address, and mailing address. Usually, we use the information we collect to respond to your inquiry, process a payment, or allow you to access specific account information. We will not share your information with anyone other than CSX Corp.'s subsidiaries or affiliates. At times we conduct on-line surveys to better understand our visitors' needs. When we conduct a survey, we will let you know how we will use your information at the time we collect it.
12. You acknowledge that by using this Site, you agree to be bound by the terms of this Agreement.
a. Either party may terminate this Use Agreement at any time without cause. Upon any termination, your obligations under this Use Agreement continue, except that you agree to no longer access or use the Site.
b. You understand that CSX may comply with law enforcement requests or subpoenas regarding your use of the Site.
c. No waiver by either party of any breach or default under this Use Agreement may be deemed to be a waiver of any prior or subsequent breach or default.
d. You agree to pay, and to indemnify and hold CSX harmless from, any sales, use, business, occupation, value added, excise or similar tax not based upon CSX's net income, as well as the collection or withholding thereof, including penalties and interest owed to any state, federal, foreign, or other governmental entity arising from or related to your use of the Site. Your obligation hereunder will survive the termination or expiration of this Use Agreement.
e. If any provision of this Use Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement remain in effect and the invalid or unenforceable provision is deemed replaced by a valid, enforceable provision that effectuates the intent of the original provision.
f. CSX reserves all rights not granted expressly by CSX to you in this Use Agreement.
g. You (the individual accessing the site) represent and warrant that you have full power and authority to use the Site and to enter into this Agreement on behalf of the trade member.
h. You agree that CSX may notify and communicate with you via email (and/or attachments thereto) to your email address of record, or via any other means permitted by this Agreement, regarding any matter regarding the Site or your use thereof. You recognize and understand that email sometimes fails to transmit or be received. This consent will remain in effect until revoked by you or CSX (revocation may take several days to place into effect, and in the interim you will continue to receive email notices). You agree to maintain a valid email address. If your email address changes, you agree to notify CSX immediately. CSX is not responsible for undelivered electronic communications.
i. CSX may modify the terms of this Agreement at any time by providing written notice to you in any form permitted by this Agreement, including email (and/or attachments thereto) sent to your email address of record, or by posting a new Agreement on the Site. If you do not agree with the modified terms, you may discontinue use of the Site. If you use the Site after such modification has been posted or provided you, then you are conclusively deemed to agree with the modified Agreement.
TERMS AND CONDITIONS FOR ELECTRONIC PAYMENTS
1) Authorization. Should Supplier provide or enter bank account and routing numbers for purposes of receiving payment for goods and services provided to CSX Corporation and its subsidiaries, this action does hereby authorize CSX to initiate direct credit entries to Supplier's asset account as indicated on Page 1, and does further authorize the financial institution named there to credit such entries directly to the Supplier's account. Supplier represents to CSX that the asset account is, and shall be during the term of this Agreement maintained primarily for business, and not personal, family or household purposes.
2) Accounting Data. Supplier acknowledges that the electronic payment will be formatted according to National Automated Clearinghouse Association for Corporate Trade Payment (CTP), and will include the electronic transmission of payment remittance information.
3) Law Governing. This agreement shall be construed in accordance with and governed by the laws of the State of Florida.
4) Notices. Except as otherwise provided herein, all notices to be given hereunder shall be in writing and shall be validly given if hand delivered or if sent by prepaid registered mail or certified mail addressed, if to Supplier, at the address set forth at the beginning of this Agreement; and if to CSX, to the Manager P&M Systems, EDI & Data Rationalization, 500 Water St J-430, Jacksonville, FL 32202. This Agreement may only be amended or terminated by 15 days advance written notice to the other party.
This Agreement applies to CSX Corporation and its Subsidiaries, including but not limited to:
CSX Corporation, CSX Transportation, CSX Intermodal, CSX Technology, Bulk Intermodal Services, and Total Distribution Services
5) Effect on other Agreements. All other credit terms and requirements between CSX and Supplier remain in effect.