TMC Connect

Website Terms of Use

Acceptance of Terms of Use

Transportation Management Center (“TMC”), a division of C.H. Robinson Worldwide, a Delaware corporation (“TMC”, “CHRW”, , “Us” or “We” or “Our”) provides this website at http://connect.mytmc.com/ (the “Website”) for use by the general public as well as registered members (“Members”) (the general public as well as Members collectively referred to as “User,” “You,” or “Your”).  The Website is offered to You on the condition of Your acceptance without modification of all of the terms and conditions set forth in these terms of use including the General Provisions and Privacy Policy (“Terms of Use”). By using the Website, You acknowledge Your acceptance of the Terms of Use and agree to be contractually bound by them.  If You do not accept the Terms of Use, You must immediately cease all usage of this Website.

GENERAL PROVISIONS

Date of Last Update: September 15, 2009

Revisions to the Website

We reserve the right, in Our sole discretion and at any time and without prior notice, to modify or update these Terms of Use.  The Terms of Use, including any modifications, shall become effective immediately upon being posted on the Website. Your continued use of the Website after modifications and/or updates are posted on the Website constitutes an acknowledgement and acceptance of the revised Terms of Use.  The Terms of Use may not be revised except as provided in this paragraph. The date of the most recent updates will be posted.  Any reference to the “Terms of Use” or to “General Terms of Use,” “Event and Transaction Policies,” and “Privacy Policy,” either on the Website or other electronic communication referring to the Website, means the most recently updated version.

Description of Services

Through this Website, CHRW provides Users with access to a variety of resources, including information that can be searched and perused, information that can be downloaded; opportunities for Members to join TMC Connect, to upload information and to connect with other Members; community forums and postings; and calendars of events (collectively the “Services”).  Many of the Services may be accessed by the general public. Some Services may be accessed only by Members.  All of the Services, including any updates, enhancements, new features, and/or the addition of any new Website features, are subject to these Terms of Use.

We reserve the right, in Our sole discretion and at any time without prior notice, to add, delete or modify some or all of the Services at any time, to modify the way in which Services may be accessed and used on the Website, and to set or change policies and protocols for the reservation of certain services to Members. The description of Services on the Website will be kept up to date.

Membership and Member Access

TMC Connect is an electronic forum dedicated to exchanging and developing innovative transportation and supply chain ideas, share experiences, learn about best practices, benchmark Your organization, and network with people You might otherwise never meet.  We reserve the right, in Our sole discretion, to establish and to change at any time without prior notice: (i) the categories, benefits, obligations, and terms of membership, (ii) the form of membership applications and criteria for acceptance of such applications; (iii) the rules governing participation in Services and activities of TMC Connect, (iv) the designation of Services reserved for exclusive access by Members; and (v) the process by which Members receive individual passwords and accounts for use of the Website. A Member's right to use the Website and the Services is personal to the Member and specifically to the named individual(s) on each account. Members agree not to resell or make any commercial use of any of the Services without the express written consent of CHRW.

We further reserve the right, in our sole discretion, unilaterally to: (i) admit, or decline to admit, any corporate or natural person (“Person”) to the membership, (ii) renew or decline to renew the membership of any Member, or (iii) expel any Member for violation of these Terms of Use or any other applicable policy of TMC and/or CHRW.

Each individual Member, and each individual end user of each Member company, will select a unique account, unique user identification (“User ID”), and unique password for access to the Members-only areas of the Website. Any User ID and/or password, and any authorization codes or similar verification identifier provided to any User by Us remain the property of CHRW. They should be maintained as confidential and should not be disclosed or distributed to third parties. It is Your responsibility to notify Us if You need to change or discontinue Your User ID and password.

Use Restrictions

You agree to use the Website solely for proper purposes, with due regard for the rights, interests and security of others, and consistent with applicable policies of TMC, CHRW and the law. By way of example, and not by limitation, when using the Website and the Services, You agree that You WILL NOT:

(i) disguise the origin of information transmitted through the Website;

(ii) place false or misleading information on the Website;

(iii) use or access any service, information, application or software available via the Website in a manner not expressly permitted by CHRW;

(iv) input or upload to the Website any information that is intended to damage, interfere with, intercept or expropriate the Website or any information on the Website or the Services, including but not limited to data that contains viruses, Trojan horses, worms, time bombs or other computer programming routines;

(v) input or upload to the Website or post any Information that infringes the Intellectual Property (defined below) rights of another or that violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane sexually explicit or otherwise objectionable, which encourages conduct that would constitute a criminal offense, or give rise to civil liability, or information that is protected or considered by the United States Government to be sensitive or classified;

(vi) attempt to circumvent restrictions on the Website that reserve access to certain areas and/or information to Members;

(vii) frame or utilize framing techniques to enclose any portion or aspect of the Website without the express prior written consent of CHRW;

(viii) use the Website for anything other than lawful purposes and will not use the Website for any purpose in violation of any local, state or national laws of any country;

(ix) use anyone else's Member account or log-in at any time, with or without the permission of the account holder or purport to give permission to non-Members to access any Member's account; or

(x) disrupt the normal flow of dialogue or information exchange on the Website, or post information unrelated to the business of CHRW.

Website Postings and Communication

You are responsible for any information You post on the Website and are responsible for the consequences of posting such information. You acknowledge that any reliance on material posted by other Users will be at Your own risk. CHRW does not screen communications between and among Users over the Website in advance and is not responsible for screening or monitoring material posted by Users. We will not treat information that You post to areas of this site that are viewable by others as proprietary, private, or confidential. CHRW has no liability or responsibility to members or registrants for performance or nonperformance of such activities. However, if notified by a User of a posting or communication that allegedly does not conform to these Terms of Use, We may investigate the allegation and determine in good faith and in our sole discretion whether to remove or request the removal of the communication or Posting. We reserve the right to take any action We believe appropriate, in our sole discretion, with respect to information posted on the Website, including but not limited to termination of the right to use the Website and/or termination of membership

By posting information, You grant to CHRW a royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, translate, distribute, perform and display the information alone or as part of other works in any form, media, or technology whether now known or hereafter developed. The rights of the aforementioned license shall always be subject to the confidentiality requirements of these Terms of Use. You also grant to other Users the right to access, view, store, and reproduce the information for personal use, but not for redistribution without the express, written permission from the registrant or member from whom the information derived.

No Solicitation or Spam

Unsolicited advertising/marketing email communications are prohibited and violations are reported to the Federal Trade Commission in accordance with the CAN-SPAM Act (www.ftc.gov/spam).

The following practices are not permitted to occur, whether through Your access to and/or use of the Website and/or the Services, or otherwise:

(i) Telemarketing activities (phone solicitations) of other Members;

(ii) Soliciting or spamming other Members;

(iii) Soliciting other Members via the U.S. Mail system;

(iv) Retransmitting confidential information related to a Member.

The following practices are highly encouraged:

(i)     Contributing opinions and thoughts to forum and blog topics, both in public and private groups

(ii) Connecting and messaging with other members

(iii) Referring other transportation and supply chain professionals to request membership

TMC Connect has established an environment conducive to professional collaboration between its Members and Users.  Any activities that in our opinion detracts from that positive atmosphere, can and will result in termination of access privileges and/or membership.  If You have any questions regarding the appropriateness of your actions, please contact CHRW.

Monitoring

CHRW has the right, but not the obligation, to monitor the content of this Website, including but not limited to postings and other communications or material uploaded by Users, to determine compliance with these Terms of Use and any other applicable policies of CHRW or law, regulation or authorized governmental request.  We reserve the right, in Our sole discretion and without prior notice, to edit, refuse to post or remove any material submitted to or posted on the Website that We find to be in violation of these Terms of Use or otherwise objectionable.

Intellectual Property Ownership

The Website contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. The entire contents of the Website are copyrighted as a collective work under the United States copyright laws.  CHRW and/or its third party licensors own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.

Other material, including authored works as well as trade names and logos of other Persons and Users appearing on the Website are the property of their respective owners.

No license, express or implied, is granted by these Terms of Use to any User to modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content of the Website, in whole or in part; provided that User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of CHRW and the copyright owner.  In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.  You acknowledge that You do not acquire any ownership rights by downloading copyrighted material.

CHRW Trade Names and Logo

CHRW retains all intellectual property rights title and interests, including but not limited to in any and all copyrights, trademarks and trade name protection, to “C.H. Robinson Worldwide, Inc.”, “CHRW”, and “TMC Connect” as well as to the domain and URL “connect.mytmc.com,” and any related service marks, logos and designs, which are the property of CHRW. Neither the Website nor these Terms of Use grant any license, express or implied, to any User to utilize CHRW trade names or logo without Our prior written permission. For the avoidance of doubt, absent Our express prior written permission, the utilization of the trade names “C.H. Robinson Worldwide, Inc.” or “CHRW” or “TMC Connect” by a User on such User's web site or on other documentary or electronic communications whatsoever in a manner that implies endorsement of such User by CHRW is expressly prohibited. CHRW reserves all rights under equity and law to enforce this prohibition. “YourMembership.com”® is a federally registered trademark of YourMembership.com Inc., and neither Your access to and/or use of the Website or the Services, grant You any license, right, or title, whether express or implied, to utilize the YourMembership.com® trade mark without prior permission.

Links

C.H. Robinson makes no representations whatsoever about any other web sites which You may access through this Web Site. When You access a non-CHRW web site through this Web Site, please understand that it is independent from CHRW, and that CHRW has no control over the content on that web site. In addition, a link to a non-CHRW web site does not mean that CHRW either endorses or accepts any responsibility for the content, or the use, of such web site. It is up to You to take precautions to ensure that whatever You select for Your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. 

 Non-disclosure and Confidentiality

You agree to hold in trust and strict confidence any confidential or proprietary information or trade secrets ("Confidential Information") to which You may gain access over the Website or in the course of the use of any Service, and agree that such Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party, except as may be required by a competent legal authority. All Confidential Information remains the property of CHRW. No documentary or electronic copies of Confidential Information will be made or retained without the permission of CHRW and all such documentary or electronic copies shall be returned to CHRW immediately upon request.

Disclaimers

(i) No Warranties

C.H. Robinson DOES NOT WARRANT THAT THE WEB SITE IS ERROR-FREE OR THAT THE WEB SITE WILL BE PROVIDED. MATERIALS FOUND WITHIN THIS WEB SITE MAY CONTAIN TECHNICAL INACCURACIES OR OTHER ERRORS. ALL MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHRW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not allow the disclaimer of implied warranties, so these limitations may not apply; however, they SHALL apply to the greatest extent permitted by law.

(ii) No Endorsement or Joint Venture

CHRW claims no ownership of any postings of any information or communications by any User and does not represent or guarantee the truthfulness, accuracy, or reliability of any of any such material or endorse any opinions expressed by any User. Mere membership in TMC Connect, acceptance into a particular class of membership, sponsorship of TMC Connect or of any event of TMC Connect, and/or postings by any User on the Website do not constitute an endorsement of the products or services of any User or Member. Users are advised to conduct their own due diligence on the products and services of other Users. Any contract or agreement between or among any Users for the purchase, sale or delivery of any products or services are strictly between such Users and CHRW shall have no involvement or liability under such arrangement whatsoever. No use of the Website by any User shall create a joint venture, partnership, contractor or employee relationship between CHRW and such User.

(iii) Discontinuation of Service and Force Majeure

CHRW reserves the right, in Our sole discretion and without prior notice, to modify or discontinue any Services or the Website. We shall not be liable to any User or any third party in the event of such discontinuance. You acknowledge and accept that CHRW does not guarantee continuous, uninterrupted or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control. CHRW shall not be responsible for any failure or delay in performance with respect to the Website or any Service due to any force majeure, including but not limited to war, social disturbance, strike, accident or act of God, telecommunications or internet failure, hacker attacks, act of government or restriction imposed by law, or any other similar cause beyond Our control.

(iv) YourMembership.com Terms of Use and Privacy Policy

The Website is built on a member community software platform proprietary to YourMembership.com Inc. YourMembership.com Inc.'s separate Terms of Use and Privacy Policy are posted on the Website.  Users are encouraged to become familiar with the YourMembership.com, Inc. policies, but Users are also cautioned that the YourMembership.com policies are completely separate and distinct from these Terms of Use.

(v) Local Laws

We make no representation that materials on the Websites are appropriate or available for use in all locations, and accessing them from territories where the contents are illegal or unlawful is prohibited.  Those who choose to access this site from locations other than Minnesota, USA, the state of origin, do so on their own initiative and are responsible for compliance with local laws.

Special Notices

(i) California Consumer Protection Notice

Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised that the provider of the electronic commercial service on this site is C.H. Robinson Worldwide, Inc., 14701 Charlson Road, Eden Prairie, MN 55347. Users are notified in advance regarding any applicable service charges. For more information or to resolve a complaint, please contact us at the above address. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon Your request, You may have these Terms of Use sent to You by email.

(ii) The Digital Millennium Copyright Act Notice.

Members may post content to the Website, which may include copyrighted works. The Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”) provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. Upon Our receipt of a valid DMCA notification, the offending content will be taken down. The following information must be included in your notification: (i)a description of the copyrighted work that is the subject of claimed infringement; (ii) a description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for You, including your address, telephone number and/or e-mail address; (iv) a statement by You that You have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by You, signed under penalty of perjury, that the information in the notification is accurate and that You have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf. Any claim regarding potentially infringing posted material should be sent to: C.H. Robinson Worldwide, Inc., 14701 Charlson Road, Eden Prairie, MN 55347.

(iii) Communications Decency Act Notice

Under the Communications Decency Act, 47 U.S.C. Section 230 (“CDA”), CHRW is not liable for defamation or other claims arising from content posted to the Website by Members. Because it permits posting by members, TMC Connect Website is an “interactive computer service” under the CDA. CHRW is not responsible for, and do not exercise any editorial or other control over, any content posted by Members, but rather merely serves as a “publisher” of such content.

Limitations of Liability

NEITHER TMC NOR CHRW WILL BE LIABLE TO YOU OR ANY OTHER USERFOR ANY DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND/OR CONSEQUENTIAL, (SUCH DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, AND/OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SERVICES) HOWEVER ARISING, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE NEITHER TMC NOR CHRW SHALL HAVE ANY LIABILITY TO YOU FOR ANY CLAIM BROUGHT AGAINST YOU BY A THIRD PARTY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IF TMC AND/OR CHRW IS RESPONSIBLE FOR ANY DAMAGES, YOU EXPRESSLY AGREE THAT THE MAXIMUM AMOUNT YOU MAY RECOVER FOR ANY AND ALL CLAIMS RELATING TO THIS YOUR USE OF THE WEB SITE SHALL NOT EXCEED TWO HUNDRED DOLLARS ($200). Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so these exclusions may not apply; however, they shall apply to the greatest extent permitted by law.

 Indemnification

You agree to indemnify and hold CHRW, its owners, subsidiaries, affiliates, officers, advisors, agents and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Your use of the Website and Services, the violation of these Terms of Use, or infringement of these Terms of Use by any other Person using Your computer. You shall notify CHRW immediately In the event of any third party claim, and shall cooperate fully with CHRW in any defense of such claim.

Termination

You agree that CHRW, in its sole discretion, may terminate or suspend Your use of the Website and the Services at any time and for any or no reason. Upon such suspension or termination, You must immediately (i) discontinue use of the Web Site, and (ii) destroy any copies You have made of any portion of any content or material obtained from the Website. Accessing the Website or the Services after such termination, suspension or discontinuation shall constitute an act of trespass. Further, You agree that CHRW shall not be liable to You or any third party for any termination or suspension of Your access to the Website and/or the Services.

Governing Law and Venue

These Terms of Use shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota, as it is applied to agreements entered into and to be performed entirely within such State. Any action You, any third-party, or CHRW may bring to enforce these Terms of Use or, in connection with, any matters related to this Web Site shall be brought only in either the state or Federal Courts located in Hennepin County, Minnesota, and You expressly consent to the jurisdiction of said courts. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Except to the extent that You and CHRW have entered into a written agreement regarding the provision of services (including but not limited to transportation services, logistics services, warehouse services or any other services) by CHRW to You, or by You to CHRW, and such written agreement expressly contemplates the use of this Web Site, these Terms of Use are the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by CHRW.

Assignment

CHRW has the right to transfer or assign the Website and Our rights and obligations pursuant to these Terms of Use to any other Person without your consent. You do not have the right to assign or transfer Your rights or obligations pursuant to these Terms of Use to any other Person without Our consent. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of any successors and permitted assigns.

Complete Agreement

These Terms of Use constitute the complete agreement between CHRW and any User of the Website or Services, and supersede all previous written or oral agreements with respect to the subject matter.

Severability and No Waiver

If any provision of these Terms of Use are held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of CHRW to act or exercise Our rights under these Terms of Use upon Your breach of any other terms hereof shall not be construed as a waiver of such a breach or prevent Us from thereafter enforcing strict compliance with any or all of the provisions of these Terms of Use.

PRIVACY POLICY

Date of Last Update: September 15, 2009

CHRW respects and strives to vigorously protect the privacy of its Members and all other Users of the Website.

Collection of Personal Information

CHRW collects personal information on the Website in the following ways:

• Subject to applicable membership policies of CHRW, Users may register to join TMC Connect. The membership registration process requires the collection from the User of such information as name, company, mailing address, and email address.  Members also may post a detailed personal profile which may include contact information, biographical information, a photo, and links to other Members. Users who successfully register as Members will select a User ID and password. This information is voluntarily submitted.
• CHRW does not collect any personally identifiable information from unregistered Users browsing the public areas of the Website. CHRW logs IP addresses for system administration purposes. This information is used to diagnose server problems, monitor traffic patterns, analyze trends, administer the website, track member user patterns, and identify the most popular areas of the website to deliver content most relevant to registered members. IP addresses are not linked to personally identifiable information. They are only used to gather broad demographic information for aggregate use. Should CHRW share aggregated demographic information with partners and/or advertisers, such information will not be linked to personal information that identifies individual members.

Use of Personal Information

Personal information collected on the Website is used by CHRW for administration of Services, and for exchange among Members over Members-only areas of the Website.  No personal information collected on the Website is or will be sold or rented to, or shared with, any third party other than as expressly described in this Privacy Policy.

Access to Personal Information

Access to Member profile information over the Website is restricted to other Members.

Access to the databases containing personal information collected on the Website is restricted to the leadership and employees of CHRW who are responsible for collecting the data and whose duties require them to use the data.

Communications and Opt-Out

CHRW sends all newly registered Members a welcome email to verify their email addresses. At times, CHRW sends Service announcements to registered Users. Members cannot unsubscribe from Service announcements that discuss upcoming changes that affect their accounts. In addition, we communicate with Members via personal emails or phone calls to provide requested Services.

Members may choose to receive, or may opt-out of, monthly e-newsletters containing information on TMC Connect Services and announcements.

Corrections and Concerns

Members may access their own profiles at any time through the Members-only portion of the Website to update and/or correct their personal information.