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TransportMAX User Agreement
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TransportMAX User Agreement

This TransportMAX User Agreement (this "User Agreement") is entered into by and between TransportMAX, LLC, a Delaware limited liability company ("TransportMAX") and you, the User. The terms and conditions of this User Agreement govern your access to, and use of, the TransportMAX web site located at www.transportmax.com (the "Site"), and those e-commerce services offered by TransportMAX at and through the Site (the "Services").

Your use of the Site and Services is further subject to the terms and conditions of the TransportMAX Privacy Policy of TransportMAX. This User Agreement, the privacy policy, as well as any other policies or User terms and conditions that are posted on the Site (collectively, the "Policies") may be changed from time to time, subject to prior notice to Users via e-mail as provided in Section V(D) herein. Each of the Policies is hereby incorporated by reference and shall be binding upon all Users, subject only to the notice and terminations provisions set forth in Section V(D) herein.

You are urged to regularly visit all of the Policies on the Site and to review the terms and conditions provided therein. Your continued use of the Site and/or Services shall constitute your assent to the Policies, as well the current fee schedule.

AGREEMENT

I. Acceptance

In order to participate in the TransportMAX Site you must first accept the terms and conditions of this User Agreement. In order to accept, you must complete all of the following items in Subsections A or B, below, based on your status as a User: A. TRANSIT AGENCIES: If you are a Transit Agency (an entity that provides a transportation service to the public (i.e., a metropolitan transit authority, government transit agency)) you must: (i) print this User Agreement, (ii) send in a signed version of this User Agreement (signed by an individual who is authorized to execute binding contracts on behalf of your agency or entity), (iii) send in proof of the signer's ability to bind your agency or entity (i.e., copy of warrant, or other indicia of authority), and (iv) send in the applicable Transit Agency Membership Fee, described on Exhibit A, attached hereto (collectively the "Application Packet"). Completed Application Packets should be sent to: TransportMAX, LLC, 1666 K Street, Suite 1100, Washington, DC 20006, Attention: Accounting Department.

The party completing the application on behalf of a Transit Agency should also designate the Transit Agency's account administrator (the "Administrator"). The Administrator shall be responsible for granting and monitoring access, security or other restrictions limiting access to the Site by authorized parties, on behalf of the acting Transit Agency. Upon completing the appropriate method of acceptance, the Administrator will receive an e-mail notification, within two business days, including your Access Information (as defined in Section VIII, below).

B. NON-TRANSIT AGENCIES: If you are a Non-Transit Agency (an entity that provides products and/or services to be purchased through the Site) you must: (i) print this User Agreement, and review its terms with the appropriate reviewing authority (i.e., company counsel), (ii) accept this User Agreement after such review, by clicking on the check box next to the text "I have read and accept the terms and conditions set forth in this user agreement" at the end of this User Agreement, and (iii) pay the Non-Transit Agency Membership Fee, described on Exhibit A, attached hereto, by providing all requested billing information necessary for invoicing.

The party completing the application on behalf of a Non-Transit Agency should also designate the Non-Transit Agency's account administrator (the "Administrator"). The Administrator shall be responsible for granting and monitoring access, security or other restrictions limiting access to the Site by authorized parties, on behalf of the acting Non-Transit Agency. Upon completing the appropriate method of acceptance, the Administrator will receive an e-mail notification, within 2 business days, including your Access Information (as defined in Section VIII, below). The notification will only be sent by e-mail, so you must ensure the e-mail address you provide for the Administrator is accurate. In the event that your invoice provided is not paid your Site access will be terminated and you will be charged a re-processing fee in order to regain access to the Site. If you experience problems with the acceptance process, please contact: TransportMAX customer support at support@TransportMAX.com.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT YOU WILL NOT RECEIVE ACCESS TO THE SITE OR SERVICES.

II. Definitions

A. "You" and "your" refer to User, whether such terms are capitalized or not.

B. "We", "our" and "us" refers to TransportMAX, whether such terms are capitalized or not.

C. "User" refers to the company or entity that is bound under this User Agreement, including all employees that may access the Site, and shall include both Transit Agencies and Non-Transit Agencies.

III. Authorization

A. Authorization. By signing this User Agreement, or accepting it on-line, you are representing to TransportMAX that you are: (i) an individual over 18 years of age, (ii) are an authorized representative of a business, government agency or authority, or other organization that may wish to purchase the type of products and services offered at TransportMAX and/or to offer products and services for sale at TransportMAX, and (iii) are authorized to bind your organization to commercial contracts, including this User Agreement, without limitation as to dollar size, frequency or type of transaction, except as may be expressly states in your warrant or other indicia of authority.

B. Misrepresentation. Misrepresentation, in any way, of your identity or authority, may result in the termination of this User Agreement and/or suspension from the Site.

IV. Nature of the TransportMAX Site

A. Nature of the Exchange. TransportMAX is an open, neutral and non-discriminatory site. The TransportMAX online Internet-based marketplace (the "Exchange"), allows Non-Transit Agencies, via the Site, to market products and services related to the transportation industry, and allows Transit Agencies and Non-Transit Agencies to negotiate the purchase of such products and services through the Site. Accordingly, TransportMAX is only a venue to facilitate the purchase and sale of transportation products and services. Although TransportMAX collects certain fees, as outlined in Exhibit A, we are not involved in any transaction between Users. Accordingly, we are in no way responsible for the quality, legality, safety or price of the products and services and we are in no way responsible for, and make no warranties concerning, the truthfulness, accuracy or completeness of any information posted on the Site.

B. Site Capabilities. Users will be offered the following general capabilities: (i) Transit Agencies will be able to view offers for products and services, utilize the Exchange Services to participate in various types of purchasing schemes, as further described in Section VI and on the Site, and to negotiate sales terms. Payment and delivery of the products and services, however, will be conducted directly between the parties, outside of the Exchange.

(ii) Non-Transit Agencies will be able to offer products and services for sale, through the various purchasing schemes offered on the Site. Non-Transit Agencies will also have the same rights as Transit Agencies to make purchases.

C. Right to Limit or Restrict Access. It is the intent of TransportMAX to allow all interested parties to utilize TransportMAX, however, we reserve the right to limit or restrict access to the Site and/or Services for any reason or no reason, within the law, subject to prior notice to Users via e-mail as provided in Section V(D) herein.

D. No Representation or Warranties. TransportMAX does not pre-qualify any Users of the Site. TransportMAX makes no representation or warranty regarding the reputation of any User, and acceptance as a User by this Exchange is no guarantee as to the quality, creditworthiness or reputability of any User. TransportMAX cannot verify that Users are who they claim to be and there are potential risks associated with transacting with other Users.

E. Additional Services. TransportMAX may provide additional services in the future, which shall be governed by this User Agreement. TransportMAX reserves the right to change, add, delete, discontinue and otherwise modify any part of the Site and Services at any time, without notice. TransportMAX reserves the right to discontinue the Site entirely, subject to prior notice to Users via e-mail as provided in Section V(D) herein.

V. Use of the TransportMAX Site

A. Use of TransportMAX. No party may use TransportMAX for anything other than a lawful and legitimate business purpose. You may not use TransportMAX, and you hereby covenant and agree not to use TransportMAX, for any unlawful or damaging purpose, including without limitation: (i) the sale of stolen property, controlled substance, or any other unlawful material; (ii) promotion of any unlawful activity or purpose, including any activity that could give rise to criminal or civil liability, including the export laws of the United States; (iii) any activity that infringes on the intellectual property rights of another person or entity, including the copyright, patent, trademark and trade secret rights of others; (iv) use of this Site to disseminate any untrue, malicious, fraudulent, harassing, offensive, libelous, obscene or defamatory material, or any material not related to the central purpose of the Site or which is invasive of privacy; (v) use of this Site to disseminate or introduce viruses, worms, robots, spiders or other programming routines that are intended to disrupt or interfere with the intended operation of the Site or any other site on the World Wide Web; (vi) any posting of false or misleading information regarding prices or products; (vii) bad faith use of the TransportMAX procurement process, including the placement of false bids, illegitimate orders, collusion between a buyer and seller to cause harm to a competitor, or unlawful "kickbacks" or refunds; (viii) the unauthorized alteration of any data, information or content supplied by another User; (ix) the collusion between sellers, price fixing or sharing of information in violation of U.S. federal or state antitrust laws; and (x) use of the Site to disseminate unsolicited or unauthorized advertising, promotional material, "spam," "chain letters," or any other form of solicitation, except in those areas of the Site that are intended and designated for such purpose.

B. Further Restrictions. You further covenant and agree that you will not: (i) use the Site, or any part thereof, to harass or harm any other User or any other person in any way; (ii) impersonate any person or entity, including, but not limited to, a TransportMAX officer, employee, director, or representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of User Content (as defined in Section XI, below) transmitted on or through the Site; (iv) interfere with or disrupt the Site or servers of networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (v) "hack," infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Site; (vi) harvest, collect or store information about the Users of this Site or the User Content posted by others on this Site or use such information for any purpose inconsistent with the purpose of the Site; or (vii) violate any applicable, local, state, national or international law or regulation.

C. Violation of this User Agreement. Any party that uses TransportMAX in violation of this User Agreement or Policies may have its registration revoked and may be barred from future use of the Site and Services. Users that engage in any unlawful, prohibited or damaging use of the Site will be liable to us for all damages we incur as a result of such actions.

D. Modification of this User Agreement and Policies. TransportMAX reserves the right to modify this User Agreement at any time with prior notice to Users via e-mail. We will advise all registered Users of any material substantive changes to this User Agreement or any Policy and their effective date via e-mail only. Users must affirmatively select the e-mail notification option on the initial User log-on screen. If a User does not affirmatively accept the e-mail notification option, any and all changes to the terms of this User Agreement or any Policy shall be deemed assented to by User. Users will have ten (10) business days following the date that the e-mail notification is first sent to terminate this User Agreement by sending TransportMAX an e-mail termination notice. Failure to terminate in writing within such ten (10) business day period or continued use of the Site and/or Services after the expiration of such ten (10) business day period constitutes a User's assent to any and all of the revised terms of, or exhibits to, this User Agreement or any Policy.

VI. Services and Purchasing Arrangements

TransportMAX may provide for several types of purchasing arrangements. TransportMAX will develop different offering and purchasing methods to the extent such methods are viable and useful to our users. Examples include:

A. Users posting a catalog of products and services for purchasing;

B. Users posting specific products or services;

C. Requests for bids, proposals or quotes prepared and issued by Users for response by other Users; and

D. Different types of auctions, including forward, reverse and private auctions.

Additional details regarding each type of purchasing scheme will be provided on the Site.

VII. Termination

This User Agreement shall be in effect as of your acceptance of this User Agreement and shall remain in effect until terminated by User, which termination may be effected at any time, by e-mail notice to TransportMAX. TransportMAX may terminate this User Agreement for "cause" upon e-mail notice to User. As used herein the term "cause" shall mean the material breach of any obligation by User of any Term or provision of this User Agreement or any Policy. By way of illustration and in no way limiting TransportMAX's rights or remedies, the failure of User to timely pay any amount owed to TransportMAX or any breach of Sections III, V, XII and XIII in this User Agreement shall be considered a "material" breach. TransportMAX may terminate this User Agreement for convenience upon thirty (30) days' prior e-mail notice to User. In the event that User terminates this Agreement within the ten (10) business day period described in Section V.D. herein, or TransportMAX terminates this Agreement other than for "cause" as provided above, a Transit Agency User shall be entitled to a pro rata refund of its Annual Membership Fee and a Non-Transit Agency User shall be entitled to a pro rata refund of its Supplier Usage Plan Fee, provided in either case that such refund exceeds five hundred dollars ($500). In all other cases, termination of this User Agreement, for any reason, whether by User or by TransportMAX shall result in no refund to User of any applicable fees, including, without limitation, any annual Membership Fees. The following terms and provisions shall survive the expiration or termination of this User Agreement: Sections IX, X, XII, XIII, XIV, XV, XVII and XIX. Termination by either party shall not relieve User of its obligations under any binding agreement with any other User or its obligations to pay TransportMAX all applicable Fees.. The termination or expiration of this Agreement will in no way limit or waive a party's rights or remedies.

VIII. User Security and Access Responsibilities

All Users must designate their Administrators as required in Section I herein. Administrators will be issued Site access information (including any User names and passwords) by which the User may access the Site and Services ("Access Information"). The Administrator may be allowed to create new accounts for other individuals within the User's organization, and any information regarding the creation of additional User accounts will be detailed on the Site. Furthermore, the Administrator may create differing levels of access for the employees of User, which shall be the sole responsibility of the Administrator. Each User and Administrator is solely responsible for maintaining the security of its Access Information, for creating additional and revoking existing accounts or access, additional accounts, for creating levels of access and for disseminating the Access Information to other individuals, and TransportMAX shall have no responsibility for the maintenance of such Account Information. Users shall be solely liable for any unauthorized access of the Site through the use of User's Access Information and User hereby releases TransportMAX and its affiliates (including our own and our affiliates' officers, directors, employees, parents, shareholders, subsidiaries, agents, partners, members, managers, licensors, successors or assigns) from any damages and claims from such unauthorized access. Users must immediately change their Access Information upon learning of any unauthorized access. The User, through the Administrator, has the responsibility for ensuring that all Administrator contact information, including, without limitation, the Administrator's e-mail, is current as information regarding User access will only be sent to the Administrator.

IX. Fees

A. General. The following provisions are applicable to all types of fees. User agrees to pay those fees as outlined on Exhibit A, attached hereto, and as further described below. NEW TYPES OF FEES OR MODIFICATIONS TO EXISTING FEES MAY BE ADDED BY TRANSPORTMAX AT ANY TIME, AND WILL BE POSTED ON EXHIBIT A ON THE ELECTRONIC VERSION OF THIS USER AGREEMENT POSTED ON THE SITE. Users will be bound to the new or modified fees, subject only to the notice of termination rights set forth in Section V.D. herein. Except as expressly provided for herein, all fees are non-cancelable and non-refundable.

B. Fees. Fees for Users shall be calculated pursuant to the Pricing Structure attached hereto as Exhibit A, and incorporated herein by reference. ("Fee(s)"). Currently, while Users shall come to an agreement in the Exchange, final transactions, including signing of agreements or purchase orders, exchanging of monies, delivery of products and services, etc., shall be conducted outside of the Exchange, strictly between the buying and selling parties. TransportMAX will provide access to a monthly, consolidated report online to Non-Transit Agencies, which will describe the chargeable transactions agreed to or consummated by the Non-Transit Agency for the immediately preceding month. Fees are due and payable by Users to TransportMAX upon execution of this User Agreement, subject to any payment terms detailed in Exhibit A. A late payment fee of the lesser of 1.5% per month or the maximum rate permissible by law will be added to any fees that are not paid on time by Non-Transit Agencies. Except as expressly provided for herein, Fees due TransportMAX are absolute and not contingent upon the Non-Transit Agency receiving payment from any other User or third party, and are not subject to any refund, discount or offset.

C. Membership Fees. All Users shall be subject to a pre-paid, annual, non-refundable membership fee for access to the Site ("Membership Fee"), as set forth in Exhibit A.

D. Other Fees. TransportMAX reserves the right to charge other fees, which shall be posted on the Site, including fees or charges related to auctions, cancellations, bid requests and other Services, subject to prior notice to Users via e-mail as provided in Section V(D) herein.

E. Evasion of Fees. The Services of TransportMAX are highly valuable and the Fees we charge are necessary for the operation of TransportMAX. Therefore, you agree that you will not engage in any practice to evade the payment of applicable Fees to TransportMAX. In addition to any other remedies TransportMAX may have, any party that participates in the evasion of a Fee shall be subject to temporary or permanent disbarment from the TransportMAX Site and Services, in the sole discretion of TransportMAX. Evasion of a Fee shall include, without limitation: (i) failing to report, false reporting, or underreporting of transactions; (ii) unbundling of products and/or services that are normally bundled together, in order to lower the applicable Fee or affect plan usage, and; (iii) entering into subsequent agreements without the involvement of TransportMAX to avoid Fees. Should any Non-Transit Agency fail to pay any of the fees or charges that are owed to TransportMAX, that User shall be liable for the costs incurred by TransportMAX in collecting the fees, including reasonable attorney's fees.

F. Audit Rights. Each Non-Transit Agency specifically consents and agrees to audits of its books and records solely for the purposes of verifying transactions and fees due TransportMAX, as reasonably requested by TransportMAX, during regular business hours and at the expense of TransportMAX. Such audits may be conducted by TransportMAX personnel or by an accounting or other professional firm retained by TransportMAX. Such audits may be conducted up to one year after termination of Non-Transit Agency's User Agreement with TransportMAX. Non-Transit Agencies agree to immediately correct any discrepancies in Fees and reported usage. Any underpayment of more than 5% of the total Fees due to TransportMAX shall result in User reimbursing TransportMAX the full cost of any audit performed on User. User shall pay all costs of collection of the Fees incurred by TransportMAX, including reasonable attorney's fees.

X. Sale Policies

A. Method and Terms of Payment. Unless otherwise agreed to by the buying and selling Users, the method of payment shall be at the discretion of the applicable selling Non-Transit Agency. All credit terms, payment conditions, and other payment policies shall be set by Non-Transit Agency, subject to applicable law.

B. Pricing and Product Availability. All prices are set by the selling Non-Transit Agencies. TransportMAX makes no representation or warranty that the prices posted on the TransportMAX Site are current and accurate, and the final price of any product or service may differ. Users are responsible for ensuring that the final price is accurate and correct and User is solely responsible for the final purchase price. Certain products or services advertised on the TransportMAX Site may no longer be available and TransportMAX makes no guarantees that any posted products or services will be available.

C. Sales Tax. User may be subject to certain taxes, including without limitation, sales taxes. Users are responsible for reporting and remitting all applicable local, state and federal taxes or any exemption from taxation.

D. Modification or Cancellation. TransportMAX has no control over the policies of any Non-Transit Agency, including cancellation policies, change order policies, restocking fees, or other modification or cancellation policies. Users must work directly with Non-Transit Agencies to make any changes or effect cancellations of their orders.

E. Shipping. Methods of shipping shall be determined by the policies of Non-Transit Agencies.

F. Returns. Unless otherwise agreed to by the buying and selling Users, each transaction is subject to the return policies of the selling Non-Transit Agency. Returns of products shall be made to the selling Non-Transit Agency. Do not return products to TransportMAX, as such returns shall be refused and shipped to the returning party at its expense.

G. Quality of Goods and Services. Your rights regarding the quality of products and services are governed by the agreement between you and the applicable Non-Transit Agency, and any applicable law. We encourage you to carefully consider all of the terms and conditions of any purchase agreement before executing such agreement.

XI. User Registration Information and Content

A. User Registration Information. Each User must provide certain information about itself to TransportMAX ("Registration Information") in order to become a User of the TransportMAX Site. TransportMAX may use the Registration Information and obtain and publish information regarding User purchases subject to the provisions of the TransportMAX Privacy Policy. Registration Information may include, but is not limited to: company name, address, company phone, facsimile, URL, DUNS number, trading partner type, payments method, invoice billing address, and administrator name, title, address, phone, extension, facsimile, username, and password information. Representing yourself as someone other than who you are, or providing false or misleading Registration Information may result in termination of this Agreement, in TransportMAX's sole discretion.

B. User Content. In order to participate in the Exchange, Users may post information and/or other content on the Site, including documents, text, photos, graphics, price lists, proposals and other content ("User Content"). Although Users shall remain the owner of such User Content, User grants TransportMAX and its third party service providers, an irrevocable, non-exclusive, unlimited, worldwide, perpetual, fully paid license to display, reproduce, modify for formatting purposes, copy and otherwise disseminate the User Content. User is solely responsible for all User Content and User represents, warrants and covenants that (i) all User Content, shall be true, correct, accurate and complete at all times, and (ii) that User shall not post or otherwise use any User Content that infringes a third party's intellectual property rights. User shall immediately update and correct all erroneous or outdated, inaccurate or improper User Content. TransportMAX shall have no responsibility to monitor, remove or otherwise edit the User Content; however, TransportMAX reserves the right, at its sole discretion, to refuse to post or to remove any User Content, in whole or in part, for any reason.

C. Use of Name. User hereby grants TransportMAX the limited right to list the User's corporate name or transit agency as a registered Exchange member, on the Site. TransportMAX will not issue any press release incorporating User's name without prior consent.

XII. Intellectual Property

Except for User Content, the TransportMAX Site, including all names, graphics, designs, text, code and all other content on the Site are owned by TransportMAX or its licensors, along with all trademarks, service marks, copyrights, logos, patents and other intellectual property rights related thereto, and represent the intellectual property of TransportMAX or its licensors. As between User and TransportMAX, all right, title and interest in and to the intellectual property of TransportMAX, including any enhancements, improvements or additions to, or derivations or translations therefrom, are the property of TransportMAX, unless otherwise specifically agreed to in writing by TransportMAX. TransportMAX grants its Users permission to print out pages from the Site, solely in connection with such User's legitimate use of the Site. Users are prohibited from downloading, printing, copying, using, publishing, displaying, redistributing or otherwise disseminating information obtained from the TransportMAX Site in any manner, or using the intellectual property of TransportMAX in any manner inconsistent with the evaluation and consummation of transactions between Users in accordance with the terms this User Agreement. Notwithstanding the above, Users may download and make one copy of the information contained on the Site for archival purposes.

XIII. User Representations, Warranties and Covenants

User hereby represents, warrants and covenants to TransportMAX that it:

A. Will comply with the terms and provisions of this User Agreement;

B. Will comply with all applicable international, federal, state and local laws, rules and regulations;

C. Will post only true and accurate information on the Site;

D. Will not participate in any form of anti-competitive behavior, price manipulation, whether directly or indirectly;

E. Will make only irrevocable offers for sale on the Site, subject to posted terms and conditions;

F. Has, and will have, the authority to make purchases and enter into binding agreements;

G. Will not submit false bids or requests for bids, and will only submit bids in good faith;

H. Will not attempt to evade any TransportMAX Fees;

I. Has, and will have, the requisite legal title in any products to sell such products through the Site;

J. Will conduct its operations in a professional and ethical manner;

K. Will not provide, and has not provided, any Registration Information that is false, inaccurate or misleading;

L. Will not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary right; and

M. Will not use the Site or Services for any unlawful or damaging purpose, as described in Sections V(A) and V(B), herein.

A breach of any of these representations, warranties and covenants may result in temporary suspension or termination.

XIV. TransportMAX Disclaimer and Liability Limitations

A. Disclaimer. TRANSPORTMAX IS NOT A PARTY TO THE TRANSACTIONS CONSUMMATED THROUGH THE USE OF THE SITE AND DOES NOT CONTROL ANY OF THE USERS THAT MARKET AND/OR ADVERTISE PRODUCTS AND SERVICES ON THE SITE. ACCORDINGLY, WE PROVIDE NO WARRANTIES REGARDING ANY OF THE PRODUCTS OR SERVICES DELIVERED UNDER ANY TRANSACTION FOR WHICH THE TRANSPORTMAX SITE WAS UTILIZED. THE SITE, AND ANY INFORMATION INCLUDED ON THE SITE, AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, COMPLETENESS AND EFFORT IS WITH THE USER. TRANSPORTMAX MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOUR RELIANCE ON ANY INFORMATION OR DATA POSTED ON THE SITE IS AT YOUR OWN RISK. TRANSPORTMAX EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TRANSPORTMAX FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM USAGE OF TRADE AND COURSE OF DEALING. ANY WARRANTIES RELATING TO PRODUCTS OR SERVICES PURCHASED USING THE SITE AND/OR SERVICES ARE LIMITED SOLELY TO WARRANTIES, IF ANY, PROVIDED BY THE NON-TRANSIT AGENCY OF SUCH PRODUCTS OR SERVICES.

B. Limitation of Liability. EXCEPT FOR THE E-COMMERCE SERVICES PROVIDED ON THIS SITE, TRANSPORTMAX DOES NOT SELL PRODUCTS AND SERVICES TO USERS. IN NO EVENT WILL TRANSPORTMAX OR OUR AFFILIATES (INCLUDING OUR OWN AND OUR AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SHAREHOLDERS, SUBSIDIARIES, AGENTS, PARTNERS, MEMBERS, MANAGERS, LICENSORS, SUCCESSORS OR ASSIGNS), BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE SITE OR SERVICES, OR THE INTERRUPTION OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF TRANSPORTMAX, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT TRANSPORTMAX'S MAXIMUM LIABILITY, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE FEES ACTUALLY PAID TO TRANSPORTMAX FOR THE APPLICABLE TRANSACTION GIVING RISE TO THE LIABILITY OR CLAIM.

XV. User Indemnification and Release

A. Indemnification. User agrees to indemnify, defend and hold TransportMAX and our affiliates (including our own and our affiliates' officers, directors, employees, parents, shareholders, subsidiaries, agents, partners, members, managers, licensors, successors or assigns) harmless from any liability, loss, actual or threatened claim and expense (including reasonable legal costs) arising from or related to: (i) your breach of any of the representations, warranties or covenants contained in this User Agreement, (ii) your use of the Site or Services, (iii) any transaction between you and any other user of the Site or Services and (iv) the use or operation of any product or service purchased or sold by Users through the Site. TransportMAX reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In no event shall you settle or otherwise resolve any matter subject to indemnification by you without the prior written consent of TransportMAX.

B. Release. Due to the nature of the Site and Services, User hereby releases TransportMAX and our affiliates (including our own and our affiliates' officers, directors, employees, parents, shareholders, subsidiaries, agents, partners, members, managers, licensors, successors or assigns) from claims, demand and damages of every kind and nature, now known or unknown, disclosed and undisclosed, arising out of any transaction between Users.

XVI. Government Entities

To the extent User is an employee of, and/or is a federal, state, local or quasi-government entity, User shall comply with all applicable government rules and regulations, including the specific procurement regulations of User. User is solely responsible for disclosing to other Users of the Site any applicable government rules and regulations, including the specific procurement regulations of User.

XVII. Applicable Law and Dispute Resolution

A. Applicable Law. This User Agreement shall be governed by the laws of the District of Columbia, including the construction, interpretation and enforcement of this User Agreement, without regard to its choice of law principles. The parties consent to the exclusive jurisdiction of the state and Federal courts of the District of Columbia and the parties hereby waive any objections based upon venue or forum non conveniens. It is the intent of the parties that this User Agreement shall be governed by the applicable laws of the District of Columbia. ANY CLAIM OR CAUSE OF ACTION AGAINST TRANSPORTMAX, ARISING OUT OF OR RELATED TO THIS USER AGREEMENT, THE USE OF THE SITE AND/OR THE USE OF THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

B. Dispute Resolution. Except for disputes alleging a breach by User of its obligations to pay fees or other amounts owed TransportMAX, including those obligations specified in Section IX herein, or disputes seeking solely injunctive relief to enforce the intellectual property provisions contained in Section XII herein, all disputes or claims of any nature or kind relating in any manner to this User Agreement, any other agreement between you and TransportMAX, or your use of the Site, shall be resolved by arbitration, which shall be final and binding upon all parties and shall be the exclusive remedy for any dispute related to the use of the Site or Services. All final arbitration decisions may be entered as a judgment by any court with jurisdiction. Arbitration of disputes shall be in accordance with the rules of the American Arbitration Association. All arbitration proceedings shall be held in the District of Columbia, and shall consist of a panel of three arbitrators. Disputes alleging a breach by User of its obligations to pay fees or other amounts owed TransportMAX, including those obligations specified in Section IX herein, or disputes seeking solely injunctive relief to enforce the intellectual property provisions contained in Section XII herein shall be resolved solely by courts located within the District of Columbia as provided in Section XVII(A) herein.

XVIII. Antitrust Policy

It is vital that each and every User of the TransportMAX Site adhere to and abide by United States federal and state antitrust and competition laws and regulations. Each User must be familiar with the confidentiality and security procedures that TransportMAX has put into place and observe them.

Users offering products or services for sale may make pricing and product information available to all other Users. The information accessible by all other Users should be limited to User's product descriptions, pricing and other information that is publicly available, without access to or use of the Site. In other cases, a posting User may make specific pricing, warranty, discount or other sensitive or competitive information available to a limited number of Transit Agencies or other Users on a restricted and confidential basis.

Because Users may operate both as buyers and sellers of products and services, a business unit or a division of a particular User may be purchasing, selling, or have access to pricing or other information about, products and services offered for sale by another User who competes with the purchasing User's other business units or divisions. Therefore, in each case where a User will be posting its own data or sharing or accessing data of other Users, whether as a buyer or seller of goods or services, such a User is solely responsible for ensuring its compliance with antitrust and similar laws. Such compliance may include verifying and monitoring the nature of the posted data (i.e., is the data publicly available?), verifying and monitoring the identity of the parties who will have access to such data and, where appropriate, adopting "firewalls" between business units or divisions. All Users should consult with their legal counsel to implement appropriate antitrust safeguards and procedures.

XIX. Miscellaneous

The parties are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this User Agreement. There are no third party beneficiaries of this User Agreement. Our failure to exercise or enforce any of our rights will not constitute a waiver of such right. Except as expressly stated in this User Agreement, the remedies under this User Agreement are non-exclusive. If it is determined by a court of competent jurisdiction that a provision of this User Agreement is unenforceable, the remainder of this User Agreement will remain in full force and effect. This User Agreement may not be assigned, in whole or in part, by the User, without the prior written consent of TransportMAX. The parties agree that the United States Convention on Contracts for the International Sale of Goods is specifically excluded from application to this User Agreement. The headings and captions in this User Agreement are included for purposes of clarity and do not represent material terms or conditions of this User Agreement.

Exhibit A

TransportMAX Pricing Structure

A. NON-TRANSIT AGENCY USERS ("Supplier(s)")

The following sets forth all fees that apply to Non-Transit Agency Users ("Supplier(s)"). All capitalized terms shall have the same meaning as in the User Agreement unless otherwise defined herein.

Tier

Total Annual TransportMAX Sales up to (“Plan Limit”)

Supplier Usage Plan Fees

Discounted DBE Supplier Usage Fees

1

$2,500

Free

Free

2

$10,000

$100

$50

3

$50,000

$400

$200

4

$100,000

$667

$334

5

$250,000

$1,333

$667

6

$500,000

$2,333

$1,167

7

$1,000,000

$4,000

$2,000

8

$2,500,000

$8,333

$4,167

9

$5,000,000

$13,333

$6,667

10

$10,000,000

$20,000

$10,000

Terms

General

• All Suppliers are charged an annual $25 Membership Fee and are required to select a Usage Plan.

• Except as otherwise provided for in the User Agreement, all Usage Plans require an annual (12 month) contract, are non-refundable and do not guarantee receipt of any sale on the marketplace.

• Sales on the marketplace accrue against a Supplier's Usage plan based on the "online award"1 of an RFQ or a Catalog sale, independent of a formal purchase order from the buying organization. This accrual occurs immediately upon the Online Award or Catalog Sale, whether the buyer's obligation to pay is immediate or not.

• Suppliers can change or terminate plans at any time provided their current contract is paid in full.

• Tier 1 plans provide Suppliers up to $2500 in sales on the marketplace free of charge and can be selected only once in a 12 month period.

• If a Supplier exceeds the Tier 1 sales limit they are automatically renewed at Tier 2.

• Tier 2 through Tier 10 Usage plans automatically renew (at the same Tier) at the end of the contract period or when the plan limit is exceeded, whichever comes first.

Payment

• Annual Membership Fees must be paid in full in advance by invoice.

• Tier 2 through Tier 4 plans must be paid in full in advance by invoice.

• Tier 5 through Tier 10 plans can be paid through invoice installments on a quarterly basis (with the first payment paid in advance by invoice at the time of selection) or paid in full by invoice. In the case of quarterly installments, any outstanding Usage Plan fees are due and payable upon termination of the Usage Plan.

Storefronts

Standard Supplier Storefront are free of charge.

1 "Online Award" is defined as a transaction completed on the marketplace. TransportMAX is not responsible for differences between an "Online Award" and the final purchase order from the buyer.

2 TransportMAX partners and affiliates are independent entities operating on their own behalf.

B. TRANSIT AGENCY USERS

The following sets forth all fees that apply to Transit Agency Users. All capitalized terms shall have the same meaning as in the User Agreement unless otherwise defined herein.

Annual Transit Agency User Membership Fee

Tier (Ranked by Annual Operating Expense)

Membership Fee

Tier 1 - OPEX over: $100M

$20,000

Tier 2 - OPEX between: $50M - $100M

$13,333

Tier 3 - OPEX between: $25M - $50M

$6,667

Tier 4 - OPEX between: $10M - $25M

$3,333

Tier 5 - OPEX between: $5M - $10M

$1,333

Tier 6 - OPEX under: $5M

$667

All fees are quoted in US Dollars.

Should a buyer and seller initiate a buy or sell transaction for items or services through the TransportMAX Marketplace and subsequently discontinue negotiations, any transaction for the same or similar items or services, made within ninety (90) days shall be deemed to have been sold through TransportMAX and applied against the Supplier's Usage Plan, with the applicable Fees due to TransportMAX.


I have read and accept the terms and conditions set forth in this user agreement.
Please email me when a change is made to the user agreement.
 
 
  
 
 




Suppliers select a Usage Plan online. Suppliers pay a $25 Registration Fee then select the Flat Fee Usage Plan. No Transaction Fees! The Tier 1 Plan provides up to $2500 in online sales for FREE! Download our Fee schedule for more details.
TransportMAX Pricing Plan


+ Agencies - Information on integration, Help files

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