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Terms of Use
 

Last Updated: 01 January, 2014

Before using the whole or any part of the Service (as defined below), please read the following terms and conditions which govern use of the Service. By using the Service or any portion thereof, you agree to be bound by the terms and subject to the conditions of this Agreement (as defined herein).

 

OOCL LICENSE AGREEMENT AND TERMS OF USE

ARTICLE 1
THE SERVICE

Section 1.01.

The Service consists of various services and information provided by Orient Overseas Container Line("OOCL*") on:

(i)         the OOCL web site currently operating under the domain name http://www.oocl.com/ ("OOCL Web Site"); or

(ii)         SMS (as defined below), the OOCL EDI Integration Service (as defined in Section 2.05(iii)), IVR (as defined below) or any other network communications infrastructure or software or other functions made available to you by OOCL or its third party service providers (all together, with the OOCL Web Site, the “OOCL Network”),

and includes all Content and the structuring, processing, translating and generating of such Content.

OOCL* as defined in OOCL Bill Of Lading

References to the “Service” are to the Service as a whole or any part thereof, as the context may require.

Agreement” means the Terms of Use, the Privacy and Security Statement and the relevant additional terms described in Section 1.03(b), which together constitute a single binding agreement of terms and conditions for your use of the Service.

Bill of Lading Handling Service” means certain services which allows for, amongst other things, the transmission of, storage of and printing of bills of lading, sea waybills or other shipping documents that OOCL in its absolute discretion provide to Registered Users (see Article 6) via the OOCL Web Site from time to time.

Bill of Lading Internet Processing Service” means certain services which allows for, amongst other things, the preparation of, transmission of, amendment to, request for, storage of and printing of or other processing of, bills of lading, sea waybills or other shipping documents that OOCL may in its absolute discretion provide to Company Members (see Article 7) via the OOCL Web Site at its absolute discretion from time to time.

Content” means all and any Data (including, without limitation, any e-mail notifications (and documents generated thereby) made available to you by OOCL) as may be Posted to or otherwise accessible on or through the OOCL Network.

Data” means programs, text, messages, software, sound, pictures, video, graphics, any products or materials and any information in whatever form.

Interactive Voice Response Service” or “IVR” means an automated telephony system that interacts with callers, accepts a combination of voice telephone input and touch-tone keypad selection and provides appropriate responses.

Posted” means uploaded, downloaded, posted, exchanged, transmitted to, generated in, communicated to, or included in.

Privacy and Security Statement” means all the terms and conditions in the Privacy and Security Statement  which can be viewed by accessing the “Privacy and Security Statement” link on the OOCL Web Site.

Short Message Service” or “SMS” means the service for sending short messages to and from mobile devices.

System Administrator” means CargoSmart Limited or such other entity that OOCL may engage from time to time to host and maintain the Service or any portion thereof and to administer the registration of Company Members and Associates (as hereinafter defined) and to manage their profiles.

Terms of Use” means all the terms and conditions of this OOCL License Agreement and Terms of Use.

User” means any person who accesses or uses the Service.

Unless otherwise stated, references to Sections or Articles are to sections and articles of this Terms of Use.

You agree that there are no standards of performance for the Service except those that are expressly set forth in this Agreement.

Section 1.02. Your Eligibility.

As a condition for your use of the Service, you undertake, represent and warrant that:

(a)        you have the legal and other requisite authority to enter into this Agreement with valid and binding effect on you and/or any entity you represent and on behalf of which you are entering into this Agreement; and

(b)        you will only use the Service in compliance with this Agreement.

Section 1.03. Changes to the Service and Additional Terms.

(a)        You acknowledge and agree that nothing in this Agreement constitutes an undertaking by OOCL to continue providing the Service, or any aspect of the Service. OOCL may, in its sole discretion and without specific notice to you, make additions to, change, modify, discontinue, delete or suspend the Service or any aspect thereof, including access to the Service or any Content item. Use of the Service after any change to it shall be deemed to constitute full acceptance of the Service as changed.

(b)        This Agreement governs your use of the Service provided by OOCL.  Specific additional terms and conditions may apply to you and your use of certain portions of the Service and other items provided to you via or in connection with the Service, including, if relevant: (1) the terms and conditions described as “Terms and Conditions for OOCL B/L Internet Service” for Bill of Lading Handling Service (the “Registered User Bill of Lading Agreement”); (2) terms and conditions contained in EDI agreement; and (3) the terms and conditions provided in any carriage contract between you and OOCL.  For the avoidance of doubt, the Privacy and Security Statement, together with such additional terms, as applicable, are deemed to be set out in full in this Terms of Use together with any other specific terms, guidelines and rules Posted from time to time and all are incorporated as such.

Section 1.04. Variations of this Agreement.

OOCL may at any time and in its sole discretion vary this Agreement (including, without limitation, changes to or the imposition of fees for use of the Service or any portion thereof) by publishing the amended terms and conditions on the OOCL Web Site together with a notice that this Agreement has been updated or otherwise amended. You acknowledge and agree that by doing this, OOCL has provided you with sufficient notice of the variation, even where OOCL does not use additional means of notification. The amended Agreement shall be effective automatically upon being Posted to the OOCL Web Site or on any later date specified in such notice. Your continued use of the Service will be deemed your full acceptance of this Agreement, as amended.

Section 1.05. License to Use.

(a)        OOCL hereby grants to you, during the term of this Agreement and for your own internal business purposes only (which shall not include any business whose purpose is competitive with the commercial purpose or purposes or principles of OOCL), a limited, temporary, non-exclusive, non-transferable, non-sublicensable, personal and revocable license to access and use the Service as provided, upon the terms and subject to the conditions of this Agreement. OOCL reserves all rights not expressly granted by it under this Agreement. You may not sell, lease, furnish or otherwise permit or provide access to the Service or its Content to any third parties, unless permitted to do so by this Agreement (including without limitation by Section 2.01) or by OOCL in writing.  The license provided to you under this Section 1.05 is limited to those parts of the Service corresponding to your status as a Registered User (see Article 6); a Company Member (see Article 7) or an Associate (see Article 8).

(b)        Unless expressly permitted by this Agreement (including without limitation by Section 2.01) or otherwise by OOCL in writing, you may not: (1) copy (including into computer memory and central processing unit cache) or otherwise reproduce any Content; (2) alter, modify or adapt the Service or any Content, including but not limited to translating, reverse engineering (whether by decompiling, disassembling or otherwise) or preparing derivative works thereof; (3) lend, republish, transmit, publicly display, link to, frame or distribute in any way any Content, except that you may:

(i)         display, print, copy into computer memory and download Content for your own internal business purposes as necessary to effectively use the Service and you acknowledge that any such copies remain the property of OOCL;

(ii)         share limited portions of the Content with your customers and business affiliates in a manner and to no greater extent than required in the ordinary course of the shipping business, provided that such business (both yours and those of your business affiliates) shall not include any business remotely in the nature of the Service and you do not present any shared information or data in an unfair, misleading or discriminatory manner, and provided that you specify the source of such Content.

(c)        If applicable law authorizes you to perform certain types of reverse engineering and declares unenforceable contractual restrictions that conflict with that law, then you may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law but only once you have given OOCL prior notice in writing (to be given in accordance with Section 5.13).

Section 1.06. Termination of Use and Access.

You acknowledge and agree that OOCL may, in its sole discretion, limit, suspend or terminate your use of and access to the Service or any portion thereof for any reason. Neither OOCL nor any of its Related Parties (as defined in Section 3.04) will be liable to you or to any third party for limiting, suspending or terminating your use of the Service or any portion thereof or any Losses (as defined in Section 4.01) related to the limitation, suspension or termination of such use and access.

Section 1.07. Proprietary Rights.

(a)        You acknowledge and agree that: (1) OOCL has certain proprietary rights in the Service and Content (including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content); (2) OOCL, its Affiliates and third party information providers, including without limitation, advertisement providers (if any), licensors and co-branders have certain proprietary rights in their respective Content including copyright, patent, trade secrets, trademarks right and/or service marks, whether registered or unregistered (including, without limitation the mark, “OOCL”, together the “Marks”); and (3) the Posting of any Content or Data (including displaying any Marks) on the Service neither constitutes a waiver of any proprietary rights nor a transfer by implication, estoppel, or otherwise of any such rights nor the grant of any license to you or any third party.

In this Agreement, an “Affiliate” means: (1) with respect to OOCL, a subsidiary of OOCL, any shareholder of OOCL, OOCL's ultimate holding company and any other subsidiary of that ultimate holding company together with OOCL's Subcontractors (as defined in Section 5.08); and (2) with respect to any other entity, a subsidiary of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)) and any holding company of such entity (as defined in Section 736 of the Companies Act 1985 (as amended)), and any other subsidiary of such holding company.

(b)        You warrant and agree that you will not: (1) misappropriate or otherwise misuse any Content or Marks; (2) violate any such proprietary rights, (3) remove or alter any copyright notices or other proprietary notices Posted on the OOCL Network, or any portion thereof; (4) remove, alter, block, circumvent or otherwise interfere with any copyright management information or any technological measure used by OOCL or other providers of Content or Data to protect their Content and Data; or (5) use any variations of such trademarks and/or service marks which are confusingly similar thereto.

Section 1.08. Your Grant of License to OOCL.

You hereby grant to OOCL, with respect to all Content or Data which you may from time to time Post on the OOCL Network, including without limitation via e-mail, EDI message or SMS message, or documents generated thereby, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content or Data (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed.

Section 1.09. Submissions.

OOCL may collect ideas, concepts, or techniques for new services or products through your Postings of Data to the OOCL Network or via the Service or otherwise made known to OOCL (“Comments”).  If such Comments are received, you acknowledge that (a) they will not be considered confidential or proprietary, (b) OOCL is under no obligation to keep such information confidential, and (c) OOCL will have an unrestricted, irrevocable, world-wide, royalty free right to use, communicate, reproduce, publish, display, distribute and exploit such Comments in any manner it chooses.

ARTICLE 2
ADDITIONAL OBLIGATIONS

Section 2.01. Confidential Information.

You agree to treat all materials related to the Service, including its Content (including, without limitation, company names) as strictly confidential and agree not to disclose such information to any third party unless such information:

(i)         becomes generally available to the public other than as a result of a disclosure by you;

(ii)         was available to you on a non-confidential basis prior to its disclosure;

(iii)        is required to be disclosed by law, provided that any such disclosure shall be subject to you giving advance notice to OOCL in accordance with Section 5.13 of the legal requirement to disclose and providing OOCL with a reasonable opportunity to defend against disclosure under any such legal requirement (including any steps to be taken by you that OOCL may reasonably require) and, in any event, any such disclosure shall be limited to the maximum extent permitted by law; or

(iv)        is permitted to be disclosed pursuant to Section 1.05(b)(ii).

Section 2.02. No Illegal Use.

(a)        You acknowledge and agree that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement, and that you will not use or permit anyone else to use the Service, or any part thereof, including its Content (including, without limitation, any technical data and personal information) for any unlawful purpose or in a manner that violates any applicable internal, local, state, national or international law, rule, regulation, court order, administrative proceeding, or any applicable agreement.  You agree to use the Service in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of OOCL, negatively reflect on the goodwill or reputation of OOCL and shall take no actions which would cause OOCL to be in violation of any laws, rulings or regulations applicable to OOCL.

(b)        Certain jurisdictions control the export of products and information. You agree to comply with all such applicable restrictions and not to export or re-export any Content (including any software made available via the Service) to countries or persons prohibited under the applicable export control laws or regulations. If you access and download any Content (including any software made available via the Service), you represent that you are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Content (including any software made available via the Service).

Section 2.03. Specific Conduct Rules.

Without limiting the applicability of any other obligations or limitations of your use of the Service, you agree not to:

(a)        post, link, e-mail or otherwise transmit any Data to or via the OOCL Network that is unlawful, harmful or otherwise objectionable or violates any governmental agency, local, state, national or foreign laws;

(b)        post any Data to or via the OOCL Network that does not relate to, and fall within the scope of, permitted topics and subject matter as selected and approved by OOCL from time to time and notified to you as such;

(c)        disguise, alter or misrepresent any Content or Data or the origin of such material including, by impersonating any person or entity, creating a false identity or falsely stating or otherwise misrepresenting your affiliation with a person or entity or by manipulating headers or other identifiers;

(d)        post, link, e-mail or otherwise transmit any Content or Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure/confidentiality agreements or undertakings);

(e)        post, link, e-mail or otherwise transmit any Content or Data that infringes any Marks, patents, trademarks, trade secrets, copyright or other proprietary rights of any party or rights of publicity or privacy;

(f)         download, upload, post, link, e-mail or otherwise transmit any Data to or via the OOCL Network that contains viruses, Trojan horses, worms, time bombs, cancelbots or any other harmful or deleterious programs;

(g)        interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(h)        attempt to gain or gain unauthorized access to other computer systems through the OOCL Network or the Service or any portion thereof;

(i)         interfere with another individual's or entity's use and enjoyment of the Service;

(j)         use the Service to engage in any activity that could be construed to constitute unsolicited or unauthorized advertising or promotional materials;

(k)         use or access the Service in any way that, in OOCL's judgment, adversely affects the performance or function of the Service or interferes with the ability of authorized parties to access the Service or any portion thereof; or

(l)         post, link, e-mail or otherwise transmit any Data which is defamatory in any way or of an obscene nature; and

WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER OBLIGATIONS AND IN CONSIDERATION OF YOUR REGISTRATION WITH AND/OR YOUR USE OF AND/OR ACCESS TO THE SERVICE, YOU AGREE TO:

(m)       ensure that any and all Data submitted to OOCL and/or the OOCL Network is true, accurate, current, complete and not misleading as of the time sent, and that you shall promptly update any Data so submitted and reasonably expected to be relied on by OOCL or any other Users (including those contemplated by the disclosure provisions in the Privacy and Security Statement), to keep it true, accurate, current, complete and not misleading; and

(n)        comply with the acceptable use policies of all third party networks over which the Service is used and any applicable local laws, rules and regulations regarding on-line conduct.

Section 2.04. Access to the Service.

In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and data, and/or other wire or wireless communications networks, as applicable to the parts of the Service you use, and pay any fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Service, including a computer and modem, handheld wireless device or other access device, as applicable. OOCL is not responsible for any equipment (including, without limitation, computer equipment and handheld wireless devices, and the costs thereof) or on-line or wire or wireless service or any charges you may incur in connection with your access to or use of the Service.

Section 2.05. EDI Integration Service.

Subject to the terms and conditions of the EDI agreement you may have with OOCL, you may use the EDI Integration Service to the extent that such function is available to you. You undertake and agree that:

(i)         the EDI Integration Service is intended to provide Content to Users to assist in integrating information with OOCL, logistics providers and/or other third parties designated by you or by OOCL (“EDI Parties”) as the case may be;

(ii)         Data from EDI Parties will be structured in accordance with the agreed method of interchange based on the EDIFACT or ANSI X.12 standard for presentation and structuring or such other protocol agreed with OOCL (“Adopted Protocol”) and transmitted in accordance with the legal and technical procedures and rules applicable using the Adopted Protocol and transmitted to, received, sent or stored electronically (if applicable) with EDI Parties relating to the transport services (“Message”);

(iii)        you will procure, assist and ensure that no claim or allegation shall be made against OOCL and/or its Affiliates with respect to the EDI Service (defined below) and/or the Data exchanged via the EDI Service, and if such claim or allegation nevertheless be made, you shall indemnify the Indemnified Party (hereinafter defined) against all consequences.  The “EDI Integration Service” (also known as “EDI Service”) means the permitting, exchange or communication of Data by electronic interchange (including translating, structuring, processing, receiving, sending, storing and forwarding), in accordance with uniform specification on procedures, structure and format of Data of the Adopted Protocol between you and EDI Parties.

Section 2.06. Requests and Instructions.

You acknowledge and agree that OOCL may choose at its option to rely on all service requests, instructions, messages (including the Message), authorizations, acceptance, approvals and/or acknowledgements (“Requests”) sent by you to OOCL via the OOCL Network and that it may choose at its option to treat such Requests as: (a) an expression of your legal intent; (b) “written” and “signed” by you; and (c) binding and conclusive evidence against you.  You agree that you shall not contest the validity or enforceability of Requests under the provisions of applicable laws relating to whether certain agreements are to be in writing or signed by them to be bound thereby.  Requests, if introduced as evidence on paper in any judicial, arbitration mediation or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form.

ARTICLE 3
OOCL
WARRANTY AND EXCLUSIVE REMEDY; DISCLAIMERS OF ALLOTHER WARRANTIES; LIMITATION OF LIABILITY; AND YOURNOTIFICATION AND ASSUMPTION OF CERTAIN SPECIFIED RISKS

Section 3.01. Provision of Services, Exclusive Remedy.

(a)        OOCL uses commercially reasonable efforts to make the Service available. In the event that the Service is not available as a result of a failure by OOCL to perform its obligations under this Agreement, OOCL will endeavor, giving due regard for the cost, time, and effect on other Users of the Service, to correct any such failure.

(b)        IN THE EVENT THAT THE SERVICE OR ANY PORTION THEREOF IS NOT AVAILABLE OR IF YOU BECOME DISSATISFIED WITH THE SERVICE OR ANY PORTION THEREOF, IN ANY WAY AND FOR ANY REASON, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE OR THE APPLICABLE PORTION THEREOF AND NOTIFY OOCL OF YOUR TERMINATION OF USE.

Section 3.02. Disclaimer of All Other Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BEYOND THE WARRANTIES STATED IN THIS ARTICLE, THE SERVICE AND THE DATA AND CONTENT, WHETHER SUPPLIED BY OOCL, THE SYSTEM ADMINISTRATOR OR BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, COMPANY MEMBERS AND ASSOCIATES) ARE PROVIDED "AS IS" AND NEITHER OOCL NOR ITS AFFILIATES, NOR THE SYSTEM ADMINISTRATOR GIVE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE SERVICE, AND OOCL AND ITS AFFILIATES AND THE SYSTEM ADMINISTRATOR HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, FREEDOM AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR FREEDOM FROM INFRINGEMENT) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY AGREE THAT OOCL AND ITS AFFILIATES AND THE SYSTEM ADMINISTRATOR GIVE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT ANY BOOKING REQUEST, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE WILL BE PROCESSED BY OOCL OR RECEIVED AND ACTED UPON BY ANY USER.

Section 3.03. Notification and Assumption of Risk.

(a)        The Service may be interrupted and have errors. You acknowledge and agree that, without limitation, OOCL does not warrant that:

(i)         you will be able to use the Service or that it will continue to be made available in its current or any other form at the current domain name or any other domain names;

(ii)         the Service will be uninterrupted or error-free (including virus-free);

(iii)        Data will be Posted, updated, removed, edited or accessible on the OOCL Network; or 

(iv)        defects will be corrected.

OOCL and its Affiliates (and their Affiliates) (as defined in Section 1.07) and the System Administrator assume no responsibility for misdelivery, delay, deletion, alteration or failure to store any of your Postings, personalized settings, requests for delivery or other requests and communication with or through the Service or in respect of any Content. By using the Service you agree that you will not rely on the Service being available, uninterrupted or error-free.

(b)        Data Posted by OOCL: Content is for reference only. You acknowledge that although OOCL believes the Data Posted by OOCL and/or the System Administrator to the Service to be generally reliable, any Data Posted, including but not limited to, Data relating to sailing schedules, shipment details, vessel information, rail shipment information, milestone notifications, shipment exception alerts, reports, details of rates,  OOCL’s training materials and marketing materials on the Service or any portion thereof, or any Data provided via the Service or any portion thereof, may be inaccurate, incomplete or not useful for your particular purpose, and is for your reference only. By using the Service, you agree that you will not rely on any Content and that you will evaluate and assume all risks associated with the use of any such Content and/or Data.

(c)        Data Posted to the Service by Users: You acknowledge that although OOCL encourages communication between Users, OOCL is not able to ensure that Data Posted to the Service or any portion thereof by Users, including, without limitation, Company Members and Associates is accurate, current, true and/or Posted to the OOCL Network in accordance with any and all applicable law. You also acknowledge and agree that OOCL cannot prevent people acting under false pretenses, or prevent persons lacking the requisite legal capacity and powers from using the Service. Furthermore, you acknowledge that a reference to or an appearance on the OOCL Network is not an indication of the creditworthiness, trustworthiness or acceptability of any User. OOCL cannot and does not control whether or not the Users, including, without limitation, the Registered Users, Company Members and Associates will, or have the ability to, complete their transaction with you. By using the Service, you agree that you must bear all risks directly and/or indirectly associated with your use of any Content, information and/or documents generated thereby, and your dealings with other Users including, without limitation, the Registered Users, Company Members and Associates, and OOCL and its Affiliates do not make or give any representation or warranty about the Content and Data Posted to the OOCL Network or any portion thereof by Users.

(d)        Transmissions to and from the OOCL Network: You acknowledge that the technical processing and transmission of the Service may involve (1) changes to conform and adapt to technical requirements of connecting networks or devices and; (2) transmissions over various networks, and that no data transmission or confidentiality of such data transmission over the networks comprising the Internet or other wireless communications networks can be guaranteed as totally secure and further that Data transmitted by you to or through the OOCL Network or over such various networks may be viewed, cached, stored, and/or otherwise used by the operators or owners of such various networks. By using the Service and transmitting Data to or through the OOCL Network or any portion thereof, you agree to assume all risks connected with the transmission and technical processing of such Data and/or Content and that OOCL and its Affiliates are not responsible for the security of any such Data, and OOCL and its Affiliates shall have no liability for interruptions or omissions in Internet, network or hosting services.

Section 3.04. Limitation of Liability.

(a)        EXCEPT AS OTHERWISE SET FORTH IN THIS ARTICLE 3, IN NO EVENT WILL OOCL, ITS AFFILIATES, AND/OR THEIR SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS AND AGENTS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL CLAIMS, LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PRESENT OR PROSPECTIVE PROFITS, OPPORTUNITY, BUSINESS OR DATA), FINES OR PENALTIES ARISING FROM ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING UNDER INDEMNITY) OR TORT (INCLUDING NEGLIGENCE), OR WHETHER ARISING UNDER STATUTE BY MEANS OF STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL THEORY (INCLUDING UNDER CRIMINAL LAW), EVEN IF OOCL OR THE RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.

(b)        WITHOUT LIMITING THE GENERALITY AND APPLICABILITY OF THE FOREGOING OR OF ARTICLE 4, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER OOCL NOR ANY OF THE RELATED PARTIES SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR LOSS CAUSED BY OR CONNECTED WITH (I) SHUTDOWN, DELAY, INTERRUPTION OR DEFECT IN THE COMMUNICATIONS WITH AND OPERATIONS WITH THE SERVICE; (II) ANY ERROR, OMISSION, FAILURE, DELAY, ALTERATION, THEFT, USE OR DESTRUCTION OF INFORMATION (WHETHER RESIDING ON THE SERVICE OR ON YOUR EQUIPMENT), REGARDLESS OF CAUSE (UNAUTHORIZED ACCESS, VIRUS OR OTHERWISE) OR SOURCE (OOCL OR THIRD PARTY PROVIDER); (III) ANY ERRONEOUS, NON-CURRENT, INCOMPLETE OR MISLEADING INFORMATION OR DATA OBTAINED OR DERIVED FROM ANY SOFTWARE, PRODUCTS, SERVICES OR OTHER DATA AND CONTENT USED OR OBTAINED ON, THROUGH OR IN CONNECTION WITH THE SERVICE; (IV) ANY UNAUTHORIZED OR INCORRECT PREPARATION, STORAGE, TRANSMISSION, PRINTING OR OTHER USE OF BILLS OF LADING, SEA WAYBILLS OR OTHER SHIPPING DOCUMENTS (WHETHER SUCH ERROR MANIFESTS AS DELIVERY TO A WRONG RECIPIENT, DELAYED DELIVERY, PARTIAL MISDELIVERY, FAILURE OR REFUSAL TO DELIVER; INCORRECT OR INCOMPLETE INFORMATION CONTAINED IN SUCH SHIPPING DOCUMENTS OR OTHERWISE); (V) ANY ERROR, OMISSION, FAILURE OR DELAY CAUSED BY YOUR COMMUNICATIONS PROVIDERS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET SERVICE PROVIDER AND ANY WIRELESS SERVICE PROVIDER; OR (VI) FAILURE OF ANY OF YOUR BOOKING REQUESTS, SHIPPING, PAYMENT OR OTHER INSTRUCTIONS GIVEN VIA THE SERVICE TO BE PROCESSED BY OOCL AND/OR RECEIVED AND ACTED UPON BY ANY USER.

(c)        IF, NOTWITHSTANDING THE RELEASES AND INDEMNITY SET FORTH IN ARTICLE 4, ANY OR ALL OF OOCL OR THE RELATED PARTIES ARE FOR ANY REASON HELD LIABLE TO YOU OR ANY OTHER PERSON IN ANY CIRCUMSTANCES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON IS LIMITED TO US$100 OR ITS EQUIVALENT IN LOCAL CURRENCY.

(d)        YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY OTHERWISE HAVE UNDER ANY STATUTE OR LAW.

Section 3.05. Exclusions and Limitations.

SOME JURISDICTIONS DO NOT ALLOW OR LIMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT CASE, THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT PERMITTED BY LAW AS SET FORTH IN SECTION 5.13(b) OF THIS AGREEMENT.

ARTICLE 4
RELEASES AND INDEMNITY

Section 4.01. Disputes With Users.

OOCL is not a party to any transactions between any of the Users of the Service or any portion thereof and any other Users of the Service or any portion thereof. Accordingly, if you have a dispute with another User, you hereby waive and release OOCL and all Related Parties that are not acting as a carrier or provider of any transportation service in the relevant dispute (the "Indemnified Party") from all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including without limitation, attorneys' fees), of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed (collectively, "Losses"), arising out of or in any way connected with such disputes and you agree to defend, indemnify and hold each Indemnified Party harmless for any such Losses.

Section 4.02. Your Use of the Service.

With respect to claims and/or disputes of the nature referred to in Section 4.01, you agree to defend, indemnify and hold each Indemnified Party harmless from all Losses due to or arising out of or in connection with your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another or use, transfer or other disposition subsequent to the time when you knew or should have known that a bill of lading, sea waybill, other shipping documents and/or invoice obtained on or through the Service was delivered to you in error or contained incomplete, incorrect or other misleading information. This indemnity (together with the one given in Section 4.01) may, without in any way limiting the Indemnified Party, be claimed as a debt or a liquidated demand.

Section 4.03. Assumption of Defense.

The Indemnified Party reserves the right, at its own expense, to assume the defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of or compromise any such matter without the prior written consent of the Indemnified Party.

ARTICLE 5
MISCELLANEOUS

Section 5.01. Governing Law and Jurisdiction.

(a)        To the fullest extent permitted by law, this Agreement shall be governed and construed in accordance with the substantive laws of England excluding (i) the United Nations Convention on Contracts for the International Sale of Goods; (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the fullest extent permitted by law, the controlling language for this Agreement is English. Any translation (if any) is provided for your convenience, and you may view the English language version by (a) returning to the home page for the country that you have selected, and (b) then clicking on the link to the Terms of Use located at the bottom of the page of the OOCL Web Site.

(b)        BY ACCESSING OR USING THE SERVICE, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, AND THAT PROPER VENUE SHALL LIE IN THE AFOREMENTIONED COURTS, AND YOU AGREE NOT TO COMMENCE OR PROSECUTE ANY SUCH CLAIMS, ACTIONS, OR PROCEEDINGS OTHER THAN IN THE AFOREMENTIONED COURTS. THIS JURISDICTION AGREEMENT IS IRREVOCABLE AND IS FOR THE EXCLUSIVE BENEFIT OF OOCL.

(c)        Without prejudice to Section 5.01(b) above, you hereby agree that OOCL may bring any claim, action or proceedings arising out of or in connection with the Service or any portion thereof and/or this Agreement in any court of competent jurisdiction at the option of OOCL.

(d)        EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.02. Injunctive Relief.

You acknowledge and agree that any breach or threatened breach by you of any provision of this Agreement, including, but not limited to, Section 2.01, (Confidential Information); and Section 1.07 (Proprietary Rights) may give rise to continuous injury to OOCL and the Related Parties irreparable by the payment of damages. Accordingly, OOCL and any affected Related Party are entitled to seek immediate injunctive relief or specific performance in such circumstances in addition to and without affecting any other rights or legal remedies which may be available to them.

Section 5.03. Links to or from Other Web Sites and other Resources.

(a)        Hyperlinks and other pointers (“Links”) to web sites, web-pages, resources, advertisements or sponsorships  other than those of OOCL's Affiliates (“Third Party Resources”).
You acknowledge that the Service, or any portion thereof, may contain Links to other locations or to other web sites on the Internet. These Links may lead to Third Party Resources published or operated by third parties who are not affiliated with or in any way related to OOCL, including, without limitation, financial institutions and co-branders.  By providing Links to Third Party Resources, OOCL shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or the services or products they provide on their Third Party Resources, or to have any form of cooperation with such third parties or such Third Party Resources. OOCL does not make any warranties or representations regarding such Third Party Resources. In particular, OOCL does not endorse any data available on or through such Third Party Resources and does not make any warranties regarding the availability of such Third Party Resources. By using any Link to such Third Party Resources, you acknowledge and agree that: (1) you must bear all risks pertaining to the availability of such Third Party Resources; (2) OOCL does not authorize infringement of any proprietary rights in materials on such Third Party Resources by Linking to such material; (3) OOCL is not in any way responsible for the data or content of any externally linked web sites or Third Party Resources; (4) OOCL is not responsible for any damages or losses incurred or suffered by you arising out of or in connection with your use of the Links to such Third Party Resources; (5) OOCL is not a party to any contractual arrangements entered into between you and the provider of the Third Party Resources; and (6) any Links to such Third Party Resources that contain downloadable software are provided for your convenience only, and OOCL is not responsible for any difficulties you may encounter in downloading the software or for any consequences from your doing so or your use thereof. Use of any software downloaded from the Internet may be governed by a licence or other agreement with the relevant software provider, and your failure to observe the terms of such licence or other agreement may result in an infringement of intellectual property rights of the relevant software provider for which OOCL is not in any way responsible.

(b)        Hyperlinks to web sites of OOCL's Affiliates. You acknowledge that OOCL may also include hyperlinks to other OOCL's Affiliates' web sites for your convenience. The products and services offered on these web sites may be limited to persons located or residing in only that particular jurisdiction and the content on these linked web sites may not be intended for persons located or residing in jurisdictions that restrict the distribution of such content. The terms and conditions governing the use of the web site of each Affiliate may differ, and you agree that you shall consult, carefully read and comply with the applicable terms and conditions before using such web sites.

(c)        Links from external web site to the OOCL Web Site. You may set up hypertext links from other web sites to the OOCL Web Site if you first obtain OOCL’s written approval (which may be withdrawn without explanation or notice if OOCL, in its sole discretion, decides that such set up is excessive or inappropriate) and you agree that:

(i)         the OOCL Web Site may only be accessed in accordance with this Agreement and any other terms set forth in OOCL’s written approval to so link to the OOCL Web Site;

(ii)         you shall ensure that the OOCL Web Site is accessed with its domain name displayed and nothing on the other web sites suggest or could be understood to imply that any part of the OOCL Web Site is part of any other web site;

(iii)        any link to the OOCL Web Site shall always be an active and direct link to the OOCL Web Site, and shall be made directly to the home or front page of the OOCL Web Site only and no "framing" or "deep-linking" of any part of the OOCL Web Site or any Content is allowed;

(iv)        you will not use or display OOCL logos, trade names and trademarks as a hyperlink without OOCL's prior approval;

(v)        OOCL is not responsible for the setup of any hyperlink from a third party web site to the OOCL Web Site. Any link so set up shall not constitute any form of co-operation with, or endorsement by, OOCL of such third party web site; and

(vi)        OOCL is not liable for any loss or damage incurred or suffered by you or any third party arising out of or in connection with any  failure to comply with such link.

Section 5.04. Monitoring.

To ensure compliance with laws, regulations, requests by government agencies and self-regulatory organizations, this Agreement and any operating rules pertaining to the Service, OOCL shall have the right, but not the obligation, to monitor all Content, whether publicly Posted or privately transmitted to, from or through the Service. OOCL may edit, refuse to Post, remove or otherwise act upon Content that OOCL, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Under no circumstances shall OOCL be deemed to have any responsibility for any Content solely by virtue of OOCL providing the Service or exercising its monitoring rights.

Section 5.05. Disclaimer of Agency and Fiduciary Role.

Unless otherwise agreed in writing, OOCL and you are independent contractors. This Agreement is not intended to and does not create any agency, partnership, joint venture, employer-employee or franchiser-franchise relationship or any other fiduciary relationship under any jurisdiction either between OOCL and each User or among such Users. Except as otherwise expressly provided, OOCL is not the agent, fiduciary, trustee, partner or other representative of anyone using the Service.

Section 5.06. No Financial or Professional Service.

(a)        You understand and agree that the Service, including the Content, does not constitute an offer to buy, sell, or trade in any goods or services or any insurance, trade finance or any other financial instruments or commodities or participate in any trading system or undertake, or participate in, a particular trading strategy.

(b)        Decisions to buy or sell any goods or services including financial instruments should be based on your own judgment and upon advice from your independent legal and financial advisors obtained outside the Service. You agree not to rely on any Content, whether provided by OOCL or any User of the Service or any service provider, as recommendations or advice to enter into any transactions or otherwise treat the Content as investment advice.

(c)        You represent and warrant that you are sophisticated in financial and commercial affairs generally and that you are independently, or in concert with your independent advisors, capable of evaluating the worth of each transaction you enter with any Users or OOCL or otherwise, be it buying, or selling, without reliance on the Service.

(d)        You agree that neither OOCL, nor any other User of the Service, provides any legal, tax, or accounting advice or advice regarding the suitability or profitability of any goods or services on or through the Service or by providing access to the Service.

Section 5.07. Suspension and Termination.

The original term of this Agreement shall commence on the date you access the Service. You agree that OOCL, in its sole discretion, may terminate or suspend your use of the Service or any portion thereof at any time and for any or no reason, even if access and use continues to be allowed to others. Upon such suspension or termination, you must immediately (a) discontinue use of the Service, and (b) destroy any copies you have made of any portion of the Service. Accessing the Service after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that OOCL shall not be liable to you or any third party for any termination or suspension of your access to the Service. All licenses granted by you, the covenants, representations and warranties made by you, the limitations of liability set forth in this Agreement and all provisions in relation to confidentiality and the indemnity given pursuant to Article 4 shall survive indefinitely, regardless of any termination of or any revocation or suspension of authorization to use and/or access the Service or any portion thereof. Upon termination of your rights to access and use any portion of the Service, all licenses granted to you hereunder (or, in the case of termination or suspension of your rights to access and use only a portion of the Service, the license rights applicable to those portions terminated or suspended) shall immediately cease and be of no further force or effect.

Section 5.08. Assignment and Sub-Contracting.

OOCL shall have the right to assign or subcontract any or all of its obligations under this Agreement at any time on any terms whatsoever consistent with any applicable law. You undertake that no claim or allegation of whatsoever nature shall be made against any person performing or undertaking such obligations (including without limitation to all employees, representatives, servants, agents and Subcontractors of OOCL) other than OOCL, which imposes or attempts to impose upon any such person, any liability whatsoever or howsoever arising whether or not arising out of negligence on the part of such person and, if any such claim or allegation should nevertheless be made, you will indemnify OOCL against all consequences thereof.  For the avoidance of doubt, the provisions of Section 5.08 shall extend to claims or allegations of whatsoever nature against the employees, representatives, servants, agents and subcontractors of the System Administrator. Without prejudice to your indemnity obligations herein, every Subcontractor of OOCL of any nature whatsoever (including but not limited to the System Administrator) shall have the benefit of every right, defence, limitation and liberty of whatsoever nature herein contained or otherwise available to OOCL as if such provisions were expressly for its benefit, and in entering into this Agreement, OOCL does so not only on its own behalf but also as agent and trustee for such persons. The term "Subcontractor" as used herein shall include both direct and indirect subcontractors hired by OOCL to perform OOCL's own obligations under this Agreement or the obligations of any person for whom OOCL acts as agent including, without limitation, the System Administrator, and any person who provides hosting services in respect of the Service or any portion thereof, such services including without limitation, managing communication protocols and housing the OOCL Network or any portion thereof and any and all software in respect of the Service or any portion thereof.  An indirect subcontractor is a person with whom OOCL is not in contractual privity.  For the purpose of this Section 5.08, all Subcontractors shall be deemed to be parties to the contract evidenced by this Agreement.  For the avoidance of doubt, providers for the World Wide Web and the wireless communication networks referred to in Section 2.04 are not Subcontractors of OOCL.

Section 5.09.
OOCL's Information.

Content on the OOCL Network or any portion thereof may contain general information about OOCL and any of its Affiliates from time to time. EXCEPT FOR THE TERMS OF USE, AND TERMS IN THE PRIVACY AND SECURITY STATEMENT AND UNLESS EXPRESSLY STATED IN CERTAIN DISCLAIMERS AND NOTICES, THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INDUCEMENT TO ENTER INTO A LEGALLY BINDING CONTRACT BY OOCL AND DOES NOT FORM PART OF THE TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES RENDERED BY OOCL.

Section 5.10.
OOCL Privacy Policy.

Subject to the extent that you have notified OOCL in writing that you object to disclosures, you hereby provide OOCL and its Affiliates with all necessary consents, licenses, permits and authorizations as may be required by any applicable law or otherwise (including all privacy and other data protection regulations and legislation) as shall be necessary for the transfer of personally identifiable information (as defined in the Privacy and Security Statement) to OOCL and the parties listed in Clause 6 of the Privacy and Security Statement, wherever they may be situated, and for the use and processing of such information by OOCL, and the parties listed in Clause 6 of the Privacy and Security Statement.

OOCL's use of personally identifiable information is subject to the Privacy and Security Statement.

Section 5.11. Copyright Infringement Policy.

OOCL accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Furthermore, OOCL has implemented procedures to review and act on written notifications of alleged infringements that conform to the requirements set forth below ("Infringement Notice"). Upon receiving an Infringement Notice, OOCL may, but is not obliged to, in OOCL's sole discretion, limit, suspend, or terminate your right to use the Service if OOCL determines, in its sole and absolute discretion, that you are involved in activity that infringes a copyright, patent, trademark or other proprietary right.

The Infringement Notice must be:

(a)        directed to OOCL's designated agent,

Public Relations and Promotion Department (Copyright Agent)
Orient Overseas Container Line Ltd.
31/F Harbour Centre,
25 Harbour Road,
Wanchai,  Hong Kong
Telephone: 2833 3308

(b)        and include the following information:

(i)         An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interests believed to be infringed;

(ii)         a description of the copyrighted work or other materials believed to be infringed;

(iii)        a description of the material believed to be infringing the copyrighted work, and information that allows OOCL to locate the material;

(iv)        information that will reasonably allow OOCL or its representatives to contact the complaining party, such as the complaining party’s name, address, telephone number, and e-mail address;

(v)        a statement that the complaining party, in good faith, believe that the allegedly infringing use is not authorized by the copyright owner or other proprietary right owner, its agent or the law;

(vi)        a sworn affidavit, made under penalty of perjury, that the above information in the complaining party’s Infringement Notice is accurate and that the complaining party is the copyright owner or authorized to act on behalf of the copyright owner.

Section 5.12. Child Online Protection Act Notification.

Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at, among other locations, the Electronic Frontier Foundation web site, http://eff.org/Censorship/Censorware/, and at the GetNetWise web site, http://www.getnetwise.org/.

Section 5.13. General Information.

(a)        The failure or delay of OOCL to exercise or enforce any right, remedy or power provided under this Agreement (or any other document referred to in it) or provided by law shall not constitute a waiver of such right, remedy or power or affect the same. If on one or more occasions OOCL fails or neglects to call upon you to comply with the conditions provided for in this Agreement or otherwise then that shall not constitute a waiver of OOCL’s right to call upon you to comply with the conditions provided for in this Agreement or otherwise on subsequent or similar occasions.  OOCL’s failure to act with respect to a breach by you or others does not waive OOCL’s right to act with respect to subsequent or similar breaches. The single or partial exercise of any right, remedy or power provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, remedy or power.

(b)        If any of the provisions of this Agreement are found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that gives effect to the intent of these terms of use so that this Agreement shall remain in full force and effect.

(c)        Except as explicitly stated otherwise, notices from you shall be given to OOCL by e-mail and notices by OOCL shall be sent to the email address you provide to OOCL, or such other address, as OOCL or you respectively shall specify. Notice shall be deemed to be given 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail to the address provided by you or on your behalf to OOCL. In such case, notice shall be deemed to be given 3 days after the date of mailing.

(d)       Transmissions to and from the Service or any portion thereof or directed to OOCL, including without limitation, e-mails, can be intercepted by third parties and may not be immediately received by the appropriate business unit at OOCL. Please do not use e-mail to send OOCL communications that: (1) contain confidential information; (2) OOCL requires to be in writing; or (3) need the immediate attention of the appropriate OOCL business unit. Instead, please call at (852) 2833 3308 or write to:

Orient Overseas Container Line Limited
31st Floor, Harbour Centre,
25 Harbour Road,
Wanchai, Hong Kong
Attention: Public Relations and Promotion Department  (OOCL Web master)

(e)        The section titles in this Agreement are for convenience only and have no legal or contractual effect.

(f)         This Agreement contains the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings between the parties. This Agreement may, however be amended or varied in accordance with the terms and conditions of this Agreement and additional agreements may apply to you by virtue of your use of services, programmes or functions forming part of the Service.

Section 5.14. Contracts (Rights of Third Parties) Act 1999.

The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 (the "Act"), by any person who is not a party to this Agreement save that the benefits conferred on the Related Parties pursuant to Section 3.04, Subcontractors pursuant to Section 5.08, and the Indemnified Parties pursuant to Article 4 respectively shall be enforceable by virtue of the Act. Further, no Related Party, Subcontractor, nor Indemnified Party may enforce or take any step to enforce any such provisions of Sections 3.04, 5.08 or Article 4, respectively, without the prior written consent of OOCL, which may, if given, be given on such terms and subject to such conditions as OOCL may in its absolute discretion determine.

Section 5.15. Written Document.

You may preserve this Agreement in written form by printing it for your records, and you waive any other requirement that this Agreement be evidenced by a written document.

 

ARTICLE 6
ADDITIONAL TERMS APPLICABLE TO REGISTERED USERS

Section 6.01. Conflict with General Terms.

The terms and conditions set forth in this Article 6 are specific to a Registered User's use of the specific services (which form part of the Service) made available to Registered Users. Unless specifically excluded by this Article 6, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article will not limit or reduce any Registered User's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement. Without prejudice to the generality of the foregoing, this Article 6 shall not preclude OOCL from relying on any provision in this Agreement (including Articles 3 and 4) in respect of any Registered User or former Registered User.

Section 6.02. Becoming a Registered User.

(a)        To become a "Registered User", you must: (i) be a company (or other body corporate), sole proprietor or partnership or an individual or group of individuals acting in the course of business, that meets the eligibility criteria referred to in Section 1.02 above and such other criteria as OOCL may set from time to time, (ii) log-in, complete and submit a registration form through “Our e-Portals” section of the OOCL Web Site, (iii) be approved by OOCL, and (iv) agree to be bound by the terms in this Agreement, including the additional terms identified in Section 1.03 and this Article 6.  OOCL reserves the right to, in its sole discretion, reject any application for registration, withdraw or revoke the approval of any Registered User or limit, suspend or terminate the Registered User’s use of and/or access to the Service or any portion thereof.  References in this Article 6 to ‘you’ are as a Registered User (or prospective Registered User).

Section 6.03. Registered User's Obligations.

(a)        Provide Accurate and Updated Information. In submitting registration Data or other information to or through OOCL or the Service or any portion thereof, Registered User agrees and warrants and represents that any and all submitted Data is true, accurate, current, complete and not misleading as of the time sent, and that the Registered User shall promptly update any Data submitted and reasonably expected to be relied on by OOCL or other Users, and to keep it true, accurate, current, complete and not misleading.

(b)        OOCL will assign a unique password to the Registered User. The password is for the sole use of the Registered User and the Registered User is responsible for maintaining the confidentiality and security of its password and for any and all activity that occurs under its account, including by properly exiting from its account at the end of each session, not disclosing it to third parties and seeking to deactivate its password in the event the Registered User no longer acts in such capacity.

(c)        Registered User agrees to immediately notify OOCL (i) if it believes its password is known to a third party, (ii) of any unauthorized use of a password or (iii) of any other breach of confidentiality or security of which it becomes aware, and take any and all reasonable steps which OOCL may require in respect of such unauthorized use or breach of security.

(d)        Registered User is responsible, under contract, tort or otherwise, for all activities occurring through the use of its password (regardless of whether it occurs with Registered User’s permission). Without prejudice to the generality of Article 3, OOCL and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with Registered User’s failure to comply with this Section 6.03.

Section 6.04. Registered User Services.

(a)        Bill of Lading Handling Service.

(i)         To the extent the Bill of Lading Handling Service is available to you, your use of the Bill of Lading Handling Service is at all times subject to this Agreement, including without limitation, the additional terms identified in Section 1.03 and this Section 6.04(a), and any other terms and conditions required by OOCL from time to time.

(ii)         Unless you are permitted by the Registered User Bill of Lading Agreement with OOCL, you may at any time print a copy (but not an original) of a bill of lading or other shipping document to the extent such print function is available to you.

You agree that you will not reprint an original bill of lading unless OOCL, in its sole absolute discretion, permits you to do so. OOCL may demand additional assurances and protections, including bank guarantees, letters of indemnity and other requirements, as a condition for permitting you to reprint a bill of lading. You agree and warrant that you will only reprint a bill of lading in compliance with such requirements and conditions.

(iii)        Additional Limitation Relating to Bills of Lading. You acknowledge and agree that the authority to print any original (if specifically permitted by OOCL in the Registered User Bill of Lading Agreement) or copy of a bill of lading is strictly limited to Registered User, and cannot be delegated or endorsed to any business associate or any other person without OOCL’s written approval.  For the avoidance of doubt, in the event you have OOCL’s approval to delegate or endorse the authority to print any original or copy bill of lading to a business associate or any other person, you shall remain fully liable for all the actions or omissions of such business associate and third party as if such actions or omissions were performed by you and you shall fully indemnify OOCL and all Related Parties for all Losses arising out of or in any way connected with such delegation or endorsement.   Without limiting the generality and applicability of the foregoing, Registered User acknowledges and agrees that (1) it shall not designate any business associate or other third party or otherwise give such third party access to the bill of lading print function, and (2) it shall not electronically endorse or transfer any bill of lading.

(iv)        Indemnification. For avoidance of doubt, you specifically acknowledge and agree that you, in accordance with Section 4.02, will be liable for defending, indemnifying, and holding harmless each Indemnified Party from all Losses due to or arising out of any violation of the provisions in this Article (including your use of the Bill of Lading Handling Service).

(v)        A Bill of Lading, SEA WAYBILL or other shipping documents created using the Bill of Lading HANDLING Service can be incorrectly delivered, misappropriated and contain errors. You acknowledge and agree that OOCL and its Affiliates (and their Affiliates) (as defined in Section 1.07) do not warrant that bill of lading, SEA WAYBILL or other shipping documents prepared, transmitted, stored, printed (or otherwise delivered) on or through the Bill of Lading HANDLING Service will be free from errors, be timely and accurately delivered, or be safe from interception or other misappropriation by unauthorized persons, regardless of the source of such problems (including system failures, system configuration errors, mechanical problems, communication errors, security shortcomings, mistakes by OOCL or otherwise). Erroneous content, incorrect delivery and misappropriation of shipping documents may result in significant losses to you, including loss of any shipped goods. Such losses may not be covered by your insurance. You acknowledge that you have the option to obtain shipping documents by more traditional means and agree to carefully evaluate the risks associated with the Bill of Lading HANDLING Service. By using the Bill of Lading HANDLING Service to prepare, transmit, store, print, or otherwise create or use bill of lading, SEA WAYBILL or other shipping documents you agree to assume all risks associated therewith and neither OOCL, nor its Affiliates are responsible or liable for any loss or damage you suffer as a result of your use of the Bill of Lading HANDLING Service.

(b)        Internet Work Order Service.

To the extent the internet work order ("Internet Work Order Service") is available to you, it is a tool provided to Registered Users to facilitate information exchange and contract formation for the provision of transportation service by the Registered User.

(i)         Registered User may be engaged to provide certain of its transportation services to its customers through the Internet Work Order Service by accepting an internet work order proposal (including together (if relevant) amendments thereto "the Internet Work Order Proposal") online. By accepting the Internet Work Order Proposal online, Registered User undertakes to perform the work order in accordance with the direction set out in the Internet Work Order Proposal and the additional terms and conditions governing the transportation service provided by Registered User Posted on and or referred to in the OOCL Web Site ("IWO Contract"). In consideration of the use of the Internet Work Order Service, Registered User may not unilaterally revoke an IWO Contract that has been accepted by them.

(ii)         Registered User undertakes to procure, assist and ensure that no claim or allegation shall be made against any Indemnified Party in respect of or in connection with Internet Work Order Service or the carriage of cargo and, if such claim or allegation nevertheless be made, Registered User shall indemnify the Indemnified Party against all consequence save to the extent that such claim or allegation was caused by OOCL's gross negligence or willful default.

(iii)        Subject to the terms of this Agreement, Registered User may have access to certain Data Posted on the OOCL Web Site.

 

ARTICLE 7
ADDITIONAL TERMS APPLICABLE TO COMPANY MEMBERS

Section 7.01. Conflict with General Terms.

The terms and conditions set forth in this Article 7 are specific to a Company Member's use of the specific services (which form part of the Service) made available to Company Members. Unless specifically excluded by this Article 7, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article will not limit or reduce any Company Member's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement. Without prejudice to the generality of the foregoing, this Article 7 shall not preclude OOCL from relying on any provision in this Agreement (including Articles 3 and 4) in respect of any Company Member or former Company Member.

Section 7.02. Becoming a Company Member.

(a)        To become a Company Member”, you must: (i) be a company (or other body corporate), sole proprietor or partnership or an individual or group of individuals acting in the course of business, that meets the eligibility criteria referred to in Section 1.02 above and such other criteria as OOCL may set from time to time, (ii) complete and submit a registration form, (iii) be approved by OOCL, and (iv) agree to be bound by the terms in this Agreement, including the additional terms identified in Section1.03 and this Article 7. The registration form can be submitted by you either in hard copy, facsimile, via e-mail or on-line. OOCL reserves the right to, in its sole discretion, reject any application for registration, withdraw or revoke the approval of any Company Member or limit, suspend or terminate the Company Member's use of and/or access to the Service or any portion thereof.  References in this Article 7 to ‘you’ are to you as a Company Member (or prospective Company Member or your Associates (if relevant)).

(b)        When registering as a Company Member, you must designate and specify in the appropriate part of the registration form (or through such other means as required by or acceptable to OOCL), an account administrator and contact person (“Administrator”). The Administrator shall be deemed to be your agent, and in your name, place and stead, have full power and authority, acting singly, to do all such acts and things which may be deemed proper in or in connection with your account, including, without limitation, managing your accounts and nominating and appointing additional persons authorized to use and/or access the Service for and on your behalf (each such person a “Designated User”) and further nominating and appointing such Designated User(s) (as the Administrator may select) (each such Designated User as selected a “Group Administrator”) to perform the administrative tasks within groups of Designated Users (each such group a “Group”). You shall only permit your current employees to be and remain, designated as Administrator or Designated User. OOCL may, in its sole discretion, reject any request for designation of a particular Administrator or Designated User, withdraw or revoke the approval of any Administrator or Designated User or limit, suspend or terminate the Administrator's or Designated User's use of and/or access to the Service or any portion thereof. You agree that the nominated Administrator and any Designated User shall have sufficient and proper legal or other authority and capacity to validly and effectually bind you, and you hereby undertake to ratify any and all actions of (i) any Administrator which you from time to time appoint and (ii) any Designated User appointed from time to time by such Administrator.

(c)        You shall require and shall cause your Administrator and each Designated User to comply with this Agreement. You, your Administrator and any Designated Users (collectively and individually, the “Group Members") shall be jointly and severally liable for all acts and omissions of any other Group Member, whether arising under contract (including the giving of an indemnity), tort (including negligence), statute, by means of strict liability or otherwise.  You undertake, represent and warrant that the Group Members will only use the Service, including without limitation the Bill of Lading Internet Processing Service in accordance and in compliance with this Agreement.

Section 7.03. Company Member, Administrator And Designated User Obligations.

(a)        Provide Accurate and Updated Information.  In submitting registration Data or other information to or through the Service or any portion thereof, each Group Member or other User gaining access to the Service through your membership agrees and warrants and represents that any and all submitted Data is true, accurate, current, complete and not misleading as of the time sent, and that each of the Group Members shall promptly update any Data submitted and reasonably expected to be relied on by OOCL or any other Users, and to keep it true, accurate, current, complete and not misleading.

(b)        Through the System Administrator, a unique password will be assigned to the Administrator and each Designated User.  Such password will be generated and managed by the System Administrator and will not be available to OOCL. The password is for the sole use of the recipient. The Administrator and each Designated User are each responsible for maintaining the confidentiality and security of their password and for any and all activity that occurs under your account, including by properly exiting from their account at the end of each session, not disclosing it to third parties and seeking to deactivate their password in the event the Administrator or Designated User no longer acts in such capacity.

(c)        You shall procure that each Group Member agrees to immediately notify the System Administrator (i) if it believes its password is known to a third party, (ii) of any unauthorized use of a password or (iii) of any other breach of confidentiality or security of which it becomes aware, and take any and all reasonable steps which System Administrator may require in respect of such unauthorized use or breach of security.

(d)        You  are responsible, under contract, tort or otherwise, for all activities occurring through the use of a Group Member’s password (regardless of whether it occurs with a Group Member’s permission). Without prejudice to the generality of Article 3, OOCL and the Related Parties cannot and shall not, directly or indirectly, be liable for any loss or damage arising out of or in connection with any member of the Group Member’s failure to comply with this Section 7.03.

Section 7.04. Company Member Services.

Your attention is drawn to the fact that when viewing Content, purchasing services, making bookings, giving or receiving instructions (including, without limitation, shipping and payment instructions) to or from a third party supplier (including, without limitation, logistic providers or financial institutions) (“Third Party Services”) through the Service, you may be subject to further terms and conditions in respect of such Third Party Services, which may be imposed by such third party supplier. Your acceptance of such terms and conditions is at your own risk.

(a)        Bill of Lading Internet Processing Service.

(i)         Additional Terms.

(A)        You agree that the provision of the Bill of Lading Internet Processing Service is at your request and for your benefit and at your risk, and your use of the Bill of Lading Internet Processing Service is at all times subject to (1) your agreeing to be bound by the terms and conditions of this Agreement, including but not limited to the additional conditions identified in Section 1.03 and this Section 7.04(a) and the terms and conditions provided in any carriage contract between you and OOCL; and (2) receive originals or copies of bill of lading and other related documents for any transaction for which you have requested such document in electronic form for printing on OOCL’s pre-printed bill of lading forms or on plain paper, as the case may be.  You acknowledge and agree that your choice of electronic delivery is irrevocable once a request for documentation in its final form has been made.  To the extent that a contract of carriage may be concluded between you and OOCL, such a contract of carriage shall be subject to the terms and conditions set out in OOCL's bill of lading and such terms and conditions are deemed to be set out in full and are expressly incorporated herein and can be viewed at the OOCL Web Site at http://www.oocl.com/ .

(B)        Unless you are permitted by OOCL and corresponding arrangement required by OOCL are in place and subject to your strict compliance with Section 7.04(a)(ii) on printing of an original, otherwise you may at any time print a copy (but not an original) of a bill of lading or other shipping document to the extent such print function is available to you.

(ii)         Use of the Bill of Lading Internet Processing Service.

(A)        Instructions.

(I)         You may give bill of lading processing instructions to OOCL either via the OOCL Web Site or the EDI Integration Service, by fax, mail or through other means expressly permitted by OOCL in writing (the "Instructions").

(II)         All Instructions including any subsequent changes thereto received by OOCL that are relied on or acted on by OOCL shall be irrevocable and binding on you whether or not such Instructions are authorised by you.

(III)        OOCL reserves the right to refuse Instructions and/or withdraw the Bill of Lading Internet Processing Service in whole or in part without giving any reason whatsoever and OOCL shall not be liable to you or to any third party for any Losses related to its refusal to accept Instructions and/or the withdrawal of the Bill of Lading Internet Processing Service. OOCL will only carry out an Instruction in so far as it is practicable and reasonable for OOCL to do so and in accordance with its regular business practice and procedure. Instructions received outside OOCL's normal working hours shall be considered to have been received on the next working day.

(B)        Modifications to the Bill of Lading Internet Processing Service.

You acknowledge and agree that nothing in this Agreement constitutes an undertaking by OOCL to continue providing the Bill of Lading Internet Processing Service, or any aspect of the Bill of Lading Internet Processing Service, in its present form or at all. OOCL may for any reason whatsoever and without specific notice to you, make additions to, change, modify, discontinue, delete or suspend all or any aspect of the Bill of Lading Internet Processing Service. Use of the Bill of Lading Internet Processing Service after any change shall be deemed to constitute full acceptance of the Bill of Lading Internet Processing Service as amended.

(C)        Liability.

            (I)         All dealings between you and OOCL are subject to OOCL's applicable bill of lading terms as incorporated herein by virtue of Section 7.04(a)(i)(A) above. The liability of OOCL is subject to such terms and conditions and OOCL shall have the benefit of all exclusions and limitations of liability contained therein.

            (II)         In addition to the exclusions and limitations of liability in OOCL's bill of lading terms, OOCL shall have no liability or responsibility whatsoever for any Losses suffered by the Group Members arising out of, resulting from or in any way connected with their use of, or attempt to use, the Bill of Lading Internet Processing Service, including without limitation, any Losses suffered by you arising out of, resulting from or in any way connected with:-

(aa)       the giving of any unauthorised, forged, fraudulent or insufficient Instructions;

(bb)      misunderstanding or misinterpretation of any Instructions;

(cc)       discrepancies between the details contained in any Instructions and the bill of lading or sea waybill;

(dd)      the failure of OOCL to effect or act on any Instructions for any reason whatsoever including without limitation, any mechanical failure, malfunction, interruption or inadequacy of any computer system, communication system, or electrical supply, or failure, delay or error in transmission howsoever caused.

(ee)       any failure and/or breach on your part of the warranties and undertakings referred to in Section 7.04(a)(ii)(D) herein.

(D)        Warranties and Undertaking. 

(I)         You warrant and undertake that you will comply with all instructions and security procedures on the OOCL Web Site (as amended from time to time) and especially with the instructions relating to the printing of an original bill of lading. In particular you should note that unless otherwise agreed by OOCL, there is only one opportunity to print the number of original bill of lading or sea waybill authorised by OOCL and you undertake to ensure that your printing facility is in proper working order.

(II)         You warrant and undertake that you will comply with this Agreement (as amended from time to time) in all dealings with OOCL.

(III)       You warrant and undertake that, in the event that OOCL supplies you with blank pre-printed bill of lading forms, you shall have sole responsibility for such forms as are in your custody and you shall take all reasonable security measures with respect to such forms as will prevent unauthorised access or use thereof. Upon the termination of your use of the Bill of Lading Internet Processing Service or at the request of OOCL, you shall promptly return all unused blank pre-printed bill of lading forms to OOCL. Blank pre-printed bill of lading forms shall remain the property of OOCL at all times.

(IV)       Where OOCL has agreed that you must print certain original bill of lading or sea waybill via OOCL Web Site on OOCL's pre-printed bill of lading forms then you warrant and undertake to print the same on the pre-printed bill of lading forms supplied by OOCL. You agree that any bill of lading or sea waybill printed otherwise shall be void and you shall surrender to OOCL all such bill of lading printed. OOCL shall in no event be liable for any Losses and/or consequence as a result of, arising out of or in connection with the use of such bill of lading or sea waybill by any party.

(V)        You warrant and undertake not to print any original bill of lading or sea waybill unless OOCL, in its sole discretion, permits you to do so. You warrant and undertake not to print original bill of lading or sea waybill in a number greater than that authorised by OOCL and if any additional original bill of lading are inadvertently printed then you undertake to destroy them and notify OOCL of such destruction forthwith.

(VI)       You warrant and undertake not to use bill of lading or sea waybill in electronic form ("electronic bills") for any purpose other than for printing on the appropriate OOCL's pre-printed bill of lading forms or on plain paper (if permitted to do so). You further warrant and undertake not to send, transmit or provide any other person or entity with access to such electronic bills save that you may assign the right to print the electronic bill of lading or sea waybill within the Group Members. All transfer of the electronic bills is prohibited and shall in no event constitute an endorsement of the bill of lading. OOCL shall not be liable for any Losses arising from or in connection with such endorsement and/or assignment of the print function between individuals in the Group Members.

(VII)      You warrant and undertake not to misuse the Bill of Lading Internet Processing Service for the purpose of printing original bill of lading or sea waybill without the authority of OOCL, including without limitation not to alter or modify bill of lading or sea waybill whether in electronic form or otherwise, not to duplicate or reissue original bill of lading without OOCL's express authority, not to pass off copies and/or draft of bill of lading as originals nor to alter copies and/or drafts so as to make them resemble originals.

(E)        Reprinting an original bill.  You agree that you will not re-print an original bill of lading under any circumstances including without limitation, on account of a paper jam, mechanical failure, technical problem, interruption or inadequacy of data transmission, computer system or communication/ electrical supply failure unless OOCL expressly permit you to do so and subject to conditions set out in Section 7.04(a)(ii)(H) herein to re-print a specified number of original bill of lading.  You agree and warrant that you will only re-print a bill of lading in compliance with such requirements and conditions.

(F)        Amendment after original bill has been issued. 

(I)         In certain circumstances you may, at the sole discretion of OOCL, amend certain particulars of a bill of lading after the original bill of lading has been issued subject to such conditions as OOCL may in its absolute discretion impose from time to time.

(II)         OOCL may, at your request, agree to issue and/or permit you to print one set of such amended bill of lading via the OOCL Web Site subject to the conditions set out in Sections 7.04(a)(ii)(G) and (H) herein and such conditions as OOCL may in its absolute discretion impose from time to time.

(G)        (I)         You shall maintain complete, current and accurate records of all transactions involving or utilizing the OOCL Web Site and upon request by OOCL, you shall provide OOCL's representatives copies of such records.

(II)         All your bookings, documents and records kept in or reproduced from electronic form or otherwise, pertaining to the Bill of Lading Internet Processing Service shall be binding and conclusive evidence against you.

(H)        Conditions for reprint and/or amendment.  When applying for reprint and/or amendment of an original bill of lading previously printed or attempted to be printed by you ("Previous Bill of Lading"), you may be asked to comply with one or more of the following conditions:

(I)         You shall provide a letter of indemnity in terms acceptable to OOCL; and/or

(II)         you shall provide a bank guarantee acceptable to OOCL.

(III)        You shall deliver all Previous Bills of Lading printed by you and anyone in the Group Members to OOCL.

(IV)       If the Previous Bill of Lading or any parts of Previous Bill of Lading are damaged or defaced during printing then you undertake to immediately destroy all parts of the Previous Bill of Lading printed and confirm in writing of such destruction to OOCL forthwith.

(I)         Additional Limitation Relating to Bills of Lading. Save and except to the extent authorized via the Relationship Management Service as described in Section 7.04(c), you acknowledge and agree that the authority to print any original (if this is provided in this Section 7.04(a)) or copy of a bill of lading is strictly limited to Company Members and their Administrators and Designated Users, and cannot be delegated or endorsed to any business associate (including an Associate as defined in Section 8.02) or any other person.  For the avoidance of doubt, in the event that you have OOCL’s written approval to delegate or endorse the authority to print any original or copy bill of lading to a business associate (including an Associate) or any other person, you shall remain fully liable for all the actions or omissions of such business associate (including the Associate) and third party as if such actions or omissions were performed by you and you shall fully indemnify OOCL and all Related Parties for all Losses arising out of or in any way connected with such delegation or endorsement. Without limiting the generality and applicability of the foregoing, you acknowledge and agree that, save and except to the extent agreed by OOCL through the Relationship Management Service (1) you shall not designate any business associate or other third party as an Administrator or a Designated User or otherwise give such third party access to the bill of lading print function, and (2) you shall not electronically endorse or transfer any bill of lading.

(J)        Indemnification. For avoidance of doubt, you specifically acknowledge and agree that you, in accordance with Section 4.02, will be liable for defending, indemnifying, and holding harmless each Indemnified Party from all Losses due to or arising out of any violation of the provisions in this Article (including your use of the Bill of Lading Internet Processing Service).

(K)        A Bill of Lading, SEA WAYBILL OR OTHER SHIPPING DOCUMENTS created using the bill oF lading INTERNET PROCESSING service can be incorrectly delivered, misappropriated and contain errors. You acknowledge and agree that OOCL and its Affiliates (and their Affiliates) (as defined in Section 1.07) do not warrant that bill of lading, SEA WAYBILL or other shipping documents prepared, transmitted, stored, printed (or otherwise delivered) on or through the BILL OF INTERNET PROCESSING LADING Service will be free from errors, be timely and accurately delivered, or be safe from interception or other misappropriation by unauthorized persons, regardless of the source of such problems (including system failures, system configuration errors, mechanical problems, communication errors, security shortcomings, mistakes by OOCL or otherwise). Erroneous content, incorrect delivery and misappropriation of shipping documents may result in significant losses to you, including loss of any shipped goods. Such losses may not be covered by your insurance. You acknowledge that you have the option to obtain shipping documents by more traditional means and agree to carefully evaluate the risks associated with the bill of lading INTERNET PROCESSING Service. By using the bill of lading INTERNET PROCESSING Service to prepare, transmit, store, print, or otherwise create or use bill of lading, SEA WAYBILL or other shipping documents you agree to assume all risks associated therewith and neither OOCL, NOR ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE YOU SUFFER AS A RESULT OF YOUR USE OF THE BILL OF LADING INTERNET PROCESSING SERVICE.

(b)        Online Booking Service.

The online booking service for carriage of cargo (the “Booking Service”) is a tool provided to Company Members to facilitate initial information exchange prior to carriage contract formation with OOCL.

(i)         OOCL will act upon a booking request by correlating information provided by a Group Member. Where the Booking Service finds an apparent match, OOCL will issue a conditional confirmation. The actual provision of carriage is subject to final acceptance by OOCL, availability of OOCL's equipment or vessels and upon the terms and subject to the conditions set forth in OOCL's bill of lading and any other terms or conditions of OOCL. In consideration of the use of the Booking Service, you may not revoke a booking request that has been conditionally confirmed unless OOCL has rejected your offer for carriage made on the terms and conditions set forth in OOCL's bill of lading.

(ii)         In providing the Booking Service, for the avoidance of doubt, you agree that no obligations or rights with respect to the provision of carriage by OOCL (or delay or failure (in part or in total) to so provide) shall arise under the terms of this Agreement and the provision of carriage is governed in every respect (material or immaterial) by the standard terms of OOCL's bill of lading and any other terms or conditions of OOCL.

(iii)        You undertake to procure, assist and ensure that no claim or allegation shall be made against any Indemnified Party in respect of or in connection with the Booking Service or the carriage of cargo and/or container, if such claim or allegation nevertheless be made, you shall indemnify the Indemnified Party against all consequence save to the extent that such claim or allegation was caused by OOCL's gross negligence or willful default.

(c)        Relationship Management.

The “Relationship Management Service” permits an Administrator to establish a relationship with any third party trade associate that becomes an Associate (as defined in Article 8 below), thereby authorizing the Associate to (1) receive certain information about the relevant Company Member's account and (2) print bill of lading or sea waybill and, when available, endorsement(s), for certain shipments to the extent authorized by the Inviting Company Member (as defined in Section 8.03).

(i)         You agree that by your Administrator completing and submitting the “Relationship Management Form” available on the OOCL Web Site, you instruct OOCL to issue to the designated recipient a relationship proposal containing certain information about Company Member as specified in the Relationship Management Form (“Relationship Proposal”).

(ii)         You and your Associate shall be jointly and severally liable for the consequences of any intentional or unintentional disclosure of any shared information to any unauthorized employee or third party.

ARTICLE 8
ADDITIONAL TERMS APPLICABLE TO ASSOCIATES

Section 8.01. Conflict with General Terms.

The terms and conditions set forth in this Article 8 are specific to an Associate's use of the specific services (which form part of the Service) made available to Associates. Unless specifically excluded by this Article 8, the terms and conditions of this Article shall supplement the terms and conditions set forth in the rest of this Agreement, which shall remain applicable. This Article shall not otherwise limit or reduce any Associate's duties, obligations, or responsibilities for the use of and/or access to the Service under this Agreement whether as Associate or in any other relevant capacity. Without prejudice to the generality of the foregoing, this Article 8 shall not preclude OOCL from relying on any provision in this Agreement (including Article 3 and Article 4) in respect of any Associate or former Associate.

Section 8.02. Becoming An Associate.

You may only become and remain an "Associate" upon: (1) becoming and remaining a Company Member; (2) accepting additional specific terms of use applicable to Associates as set forth in this Agreement; (3) accepting the Relationship Proposal; and (4) being approved by OOCL. OOCL reserves the right to, in its sole discretion, reject any request for appointment of an Associate, withdraw or revoke the approval of any Associate and to limit, suspend or terminate the Associate's use of and access to the Service or any portion thereof.  References in Article 8 to “you” are to you as an Associate (or prospective Associate).

Section 8.03. Associate Services.

An Associate may, through the Relationship Management Service, (1) receive and use information about the Inviting Company Member's account as specified by the Inviting Company Members' Administrator; and (2) print bill of lading or sea waybill and when available, endorsement(s), for certain shipments to the extent authorized by the Inviting Company Member’s Administrator. “Inviting Company Member” means the Company Member who has made a Relationship Proposal to you.

Section 8.04. Associate Obligations.

(a)        You acknowledge and agree that any information you receive from and about the Inviting Company Member as a result of or through the relationship management relationship is confidential information belonging to the Inviting Company Member, and you agree not to disclose such information in any unauthorized manner. You and the Inviting Company Member and your Associates and Administrators and Designated Users shall be jointly and severally liable for the consequences of any intentional or unintentional disclosure of any shared information to any unauthorized employee of such Inviting Company Member or Associate or third party.

(b)        The Relationship Management Service shall continue unless and until the earlier of the Relationship Management Service being withdrawn or terminated by OOCL or the date agreed by you and the Inviting Company Member and set out in the relevant Relationship Management Form. By accepting the Relationship Proposal, you represent and warrant that any of your Group Members accessing your account for as long as the relationship management relationship is in place is authorized to view, print and/or otherwise use the shared information specified in the Relationship Management Form.

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