Welcome to our website(s). If you continue to browse and use the websites you are
agreeing to comply with and be bound by these general terms and conditions of use,
as well as the full detailed terms and conditions, which together with our privacy
policy govern Worldwide Information Network, Ltd.
The term Worldwide Information Network, Ltd. (a Hong Kong Corporation), or 'us'
or 'we' refers to the owner of this website. The main business office of Worldwide
Information Network, Ltd. is located in 29/F Wing on Centre, 111 Connaught Road
Central, Hong Kong. The term 'you' refers to the user or viewer of our website(s).
The use of this and affiliated websites is subject to the following terms of use:
WORLDWIDE INFORMATION NETWORK (hereinafter, WIN) detailed legal Terms and Conditions,
updated January 2013:
- Definitions
- “Affiliate” means any entity which Controls, is Controlled by, or is under common
Control with Customer or with WIN, as applicable.
- “Agreement” means the combination of these WIN Legal Terms and Conditions and the
WIN Privacy and Security Policy, and any referenced addendums, amendments or schedules.
- “Carriers” means ocean and air carriers and/or other carriers to which WIN provides
connectivity via the Portal
- “Confidential Information” means non-public information of either Party, in whatever
form that it is disclosed under this Agreement and that (i) is marked as confidential;
(ii) if disclosed verbally, is identified as confidential at the time of disclosure;
or (iii) by its nature reasonably should be understood to be confidential. Confidential
Information may include information regarding a Party’s products, business plans,
customers, technology, software, trade secrets, technical data, methodologies, Shipment
Transaction Data or a third party’s confidential information.
- “Control” means possession, directly or indirectly, of power to direct or cause
the direction of management and operating policies of an entity through the ownership
of more than fifty percent (50%) of its voting or equity securities or the maximum
allowed by law, contract, voting trust, or otherwise.
- “Customer”, “You”, “Your”, or “Yourself” means collectively (a) the company or other
legal entity defined as the “Customer” in the important message paragraph at the
top of this page, and (b) any Affiliate of Customer designated by Customer to make
use of the Services under this Agreement, provided that Customer shall be wholly
responsible for all actions or omissions by any such affiliated entity in connection
with this Agreement.
- “WIN WEB” means the Web-based user interface that provides access to the Portal
via the Internet.
- “WIN XML” means connectivity provided via standardized methodologies and transactions
to support the electronic communication of messages between WIN’s customers and
the Portal, as may be expanded from time to time.
- “Parties” means WIN and Customer(s) collectively.
- “Party” means WIN or Customer individually.
- “Portal” means the platform transportation network infrastructure including the
Services offered through the Portal that is designed to integrate customers with
each other, shippers (ocean, air, et al) and logistics providers with multiple carriers
to provide electronic services via a variety of means, including, but not limited
to, the Web and certain proprietary software.
- “Services” means the services, products, data and information, including provided
by or through WIN or the Portal which may be accessed by Customer via WIN WEB and/or
WIN XML.
- Background
- WIN, Ltd., (“WIN”, “We” or “Us”) operates a platform transportation network infrastructure
designed to integrate member-to-member forwarders, brokers, carriers, shipment parties,
and logistics providers via electronic services via a portal accessible on the web.
The Portal may be accessed via WIN WEB, WIN XML and/or certain other proprietary
software. Customer’s access to, and use of the Portal, including the WIN Web site
is subject to this Agreement
- Use of the WIN Portal and Services
By registering, accessing, browsing, viewing, using, downloading, generating, receiving
or transmitting any data, information or messages to or from the Portal, Customer
hereby accepts, without limitation or qualification, this Agreement as currently
constituted and as may be updated from time to time in accordance with its terms.
In the event WIN posts changes to the Agreement and/or to the WIN Web site, your
continued use of the Portal and/or Services shall constitute your agreement to such
changes. You agree to regularly revisit and review the WIN Terms and Conditions.
We may also require that you accept other terms and conditions that govern the use
of particular Services at the time you register for or use that Service. This Agreement
incorporates by reference the Terms and Conditions of any Service for which you
register or use.
- Change of Information and Services
In its sole discretion, WIN shall control the appearance, development and operation
of the Portal or the Services, WIN WEB, WIN XML. WIN shall in its sole discretion
set standards for the messaging performance between WIN and the Customer. Information
on the Portal may be changed and updated without prior notice. WIN may also make
improvements and/or changes in the Portal, WIN WEB, WIN XML, or the Services, and/or
cease to provide any of the foregoing, at any time without prior notice.
- Fees; Payment Terms
WIN reserves the right, for Customer's access to the Portal and use of any Services,
to charge a subscription fee, connection fee, maintenance fee, transaction fee,
or other fee. Fee schedules may be changed upon prior written notice of thirty (30)
days to the Customer. WIN has the absolute, unequivocal right to DENY access to
the Portal, WIN WEB and WIN XML for non-payment of fees.
- Intellectual Property
- Each Party reserves any and all title, right and interests it may have in its trademarks,
copyrights and other intellectual property rights. As between Customer and WIN,
WIN shall own all intellectual property rights in the Portal, the Services, WIN
WEB and WIN XML, separately and as a whole, including all rights in and to databases,
trade secrets, patents, copyrights, trademarks, and know-how, as well as moral rights
and similar rights of any type under the laws of any governmental authority, domestic
or foreign. WIN shall own any data that it creates as a result of or derived from
operating the Portal, WIN WEB, WIN XML, and/or the Services. WIN grants Customer
a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable
license in any information and data provided to Customer (including data from third
parties), directly or indirectly, by or through the Portal, WIN WEB, WIN XML, and/or
the Services (“Portal Data”), to use that Portal Data solely for Customer’s internal
systems processing.
- Except as expressly licensed in the previous sentence, Customer shall not at any
time display, perform, copy, distribute, or use any Portal Data in any form at any
time or permit any entity under its Control to cause any distribution, disclosure,
or transfer to any third party of: (i) access to the Services; (ii) data and information
derived from the Services; or (iii) use of the Services, without WIN’s express written
consent.
- Customer and WIN may display or publish such Portal Data to shippers, forwarders,
brokers, agents, consignees, other logistics service providers, importers and exporters
(“Third Parties”), provided that: (i) any such Third Party has a direct contractual
and/or legal interest in and entitlement to such data; (ii) such data is necessary
to facilitate completion of Customer’s transactions; (iii) such use is consistent
with this Agreement, applicable laws and regulations governing Customer’s use of
the Services; and (iv) to the extent such data is Confidential Information, such
Third Party is bound by written confidentiality obligations at least as protective
as Section 16 below. In no event will you acquire any ownership rights or other
interest in any data or database by or through your use of the Portal, the Services,
WIN WEB, and/or WIN XML.
- If applicable, for each WIN Customer’s customer seeking access to the Services,
data or information, you warrant and represent that you shall have appropriate authority
from such Customer to allow WIN to obtain, transmit, and use data or other information
regarding such Customer in furtherance of this Agreement.
- Errors
While WIN has used reasonable efforts to ensure that Portal Data is accurate and
up to date, WIN is not responsible or liable for any errors, inaccuracies or omission
in the Portal Data or in the data from which the Portal Data is derived. ALL PORTAL
DATA IS PROVIDED "AS IS" WITH NO GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS
OF RESULTS OBTAINED FROM THE USE OF THAT PORTAL DATA.
- Copyright
Unless otherwise noted, everything Customer sees or reads on the Portal, WIN WEB,
WIN XML, and/or regarding the Services including, but not limited to, textual, graphical
and all other content created by or for WIN, is (as between Customer and WIN) the
property of WIN, and is protected by copyright and may not be reproduced, distributed,
publicly performed or displayed, transmitted, or used, and related rights except
as provided in these WIN Legal Terms and Conditions, without written permission
of WIN. Re-publication or citation of any content generated by the Portal, Services,
WIN WEB, and/or WIN XML without WIN's written consent is expressly prohibited, except
as otherwise set forth herein. The Portal, Services, WIN WEB, and/or WIN XML may
contain other proprietary notices and copyright information, the terms of which
must be observed and followed. WIN is a trademark of WIN Ltd.
- Claims of Copyright Infringement
WIN respects the intellectual property rights of others, and asks that everyone
using the Portal do the same. Anyone who believes that his or her work has been
reproduced on the Portal in a way that constitutes copyright infringement may notify
WIN's Legal Department by providing the following information:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that you claim is infringing, including a description
of where it is located on the Portal so we can locate it;
- Your address, telephone number and, if available, e-mail address, so that we can
contact you about your complaint; and
- A signed statement that the above information is accurate; that you have a good
faith belief that the identified use of the material is not authorized by the copyright
owner, its agent, or the law; and, under penalty of perjury, that you are the copyright
owner or are authorized to act on the copyright owner's behalf in this situation.
If you give notice of copyright infringement by e-mail or phone, WIN's Legal Department
will begin investigating the alleged copyright infringement; however, we must receive
your signature by mail or fax before we are required to take any action. Notices
of copyright infringement claims should be sent to WIN at the address provided in
Section 21.
- Hyperlinked Web Sites
WIN makes no warranties or representations whatsoever regarding
any other Web sites Customer may access through the Portal and/or the Services.
When accessing a non-WIN Web site, Customer understands that that Web site is independent
from WIN and that WIN has no control over the content of that Web site. In addition,
a link to a non-WIN Web site does not mean that WIN endorses or accepts any responsibility
for the content or the use of such Web site. It is up to the Customer to take precautions
to ensure that whatever is selected for Customer’s use is in all ways suitable and
free of viruses and other items of destructive nature.
- Disclaimer of Warranties
WIN DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH
REGARD TO THE PORTAL, WIN WEB, WIN XML, AND INCLUDING ANY DOCUMENTS, PORTAL DATA
OR OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR
THROUGH YOUR INTERACTION WITH THE PORTAL, SERVICES, AND/OR WIN-LINK, INCLUDING,
BUT NOT LIMITED TO, (i) WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE; AND (ii) THE PORTAL, WIN XML, AND/OR THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED,
ERROR-FREE, OR FREE OF ANY VIRUSES. THERE IS NO WARRANTY OF TITLE OR OF NON-INFRINGEMENT.
CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR THE USE OF THE PORTAL, SERVICES,
PORTAL DATA, DOCUMENTS AND ANY OTHER DATA OR INFORMATION OFFERED BY OR THROUGH THE
PORTAL, SERVICES, WIN WEB, AND WIN XML. THE PARTIES AGREE THAT THE PORTAL AND/OR
SERVICES IS NOT TO BE USED TO FACILITATE COLLUSION OR OTHER CONDUCT IN VIOLATION
OF THE ANTITRUST LAWS OR ANY APPLICABLE COMPETITION LAWS.
- Limitation of Liability
IN CONSIDERATION OF THE SERVICES PROVIDED BY WIN, WIN SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF,
BASED ON, OR RESULTING FROM THIS AGREEMENT OR ANY DOCUMENTS, ANY PORTAL DATA AND
OTHER DATA OR INFORMATION, ANY SOFTWARE OR ANY OF THE SERVICES PROVIDED THROUGH
YOUR INTERACTION WITH THE PORTAL AND/OR SERVICES PROVIDED HEREUNDER, AS WELL AS
ANY INFORMATION AND DOCUMENTS, ANY DATA OR MESSAGES GENERATED, RECEIVED, TRANSMITTED,
DOWNLOADED OR OTHERWISE DISSEMINATED WHICH ARE RELATED TO OR STEM FROM CUSTOMER’S
USE OF OR REGISTRATION AT THE PORTAL THROUGH WIN XML, INCLUDING DAMAGES FOR LOST
PROFITS, LOST REVENUES, OR BUSINESS INTERRUPTION. THE FOREGOING SHALL APPLY: (A)
EVEN IF WIN HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) REGARDLESS
OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY, REGARDLESS OF WHETHER SUCH LIABILITY
SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LIABILITY.
IN CONSIDERATION OF THE SERVICES PROVIDED BY WIN, THE AGGREGATE CUMULATIVE LIABILITY
OF WIN IN ANY AND ALL CIRCUMSTANCES, TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION, OR ANY SERVICES, WILL NOT
EXCEED USD ONE THOUSAND $1000.00.
- Indemnification
Customer will indemnify, hold harmless, and defend WIN, and all of its current and
former officers, directors, members, shareholders, agents and employees (the "Indemnified
Parties") from any and all Claims. “Claim” means any action, cause of action, suit,
proceeding, claim, or demand of any third party (and all resulting judgments, bona
fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including,
without limitation, reasonable attorneys' fees and costs)), which arises out of:
(a) Customer’s breach of Sections 6, 16
or 19.4 herein, or (b) Customer’s or Customer’s customer
use of or access to the Portal, WIN WEB, WIN XML and/or the Services. WIN will provide
Company with reasonably prompt notice in writing of any Claim. Company will not
settle any claim without WIN’s prior written consent, which will not be unreasonably
withheld.
- Network Integrity
- As a condition of Customer’s use of the Portal, WIN XML and/or the Services, Customer
agrees not to use the Portal, , WIN XML and/or the Services for any unlawful purpose
or any purpose prohibited by these WIN Legal Terms and Conditions or the WIN Privacy
and Security Policy.
- As an WIN Customer, You agree not to: (i) use any device, software or technique
to interfere with or attempt to interfere with the proper working of the Portal,
WIN XML and/or the Services; (ii) post or transmit to the Portal, WIN XML and/or
the Services any unlawful, fraudulent, harassing, libelous, or obscene information
of any kind; (iii) post or send to the Portal, WIN XML and/or the Services any information
that contains a virus, bug, or other harmful item; (iv) post or transmit into or
on the Portal, WIN XML and/or the Services any information in violation of another
party's contractual rights or copyright or other intellectual property rights; (v)
take any action which imposes an unreasonable or disproportionately large load on
the Portal, WIN XML and/or the Services infrastructure; (vi) use any device or technology
to provide repeated automated attempts to access any portion of the Portal, WIN
XML and/or the Services; (vii) use the Portal, WIN XML and/or the Services in any
manner that could damage, disable, overburden, or impair the Portal, WIN XML and/or
the Services or interfere with any other party's use and enjoyment of the Portal,
WIN XML and/or the Services; (viii) attempt to gain unauthorized access to any Service
offered on the Portal, or WIN XML, including, but not limited to, access through
other accounts not legally registered to Customer, through any means; (ix) pass
User-IDs or passwords to any third party without written consent from WIN; (x) use
any robot, spider or other automatic device, process or means to access the Portal
and/or the Services or use any manual process to monitor or copy content from the
Portal for any other unauthorized purpose without WIN’s prior express written permission;
and (xi) pass WIN tracking, booking, shipping instruction, schedules or WEB B/L
Information and Documents to any third party outside Customer’s organization, other
than those for whom Customer is legally acting on behalf of, without the written
consent of WIN.
- Customer may not obtain or attempt to obtain any information through any means not
intentionally provided to Customer by WIN. In addition, Customer agrees not to copy,
modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, de-compile,
or dissemble any aspect of the Portal, WIN XML and/or the Services (including any
prices or service descriptions) unless specifically authorized by this Agreement
or permitted by law despite this contractual prohibition. Actual or attempted unauthorized
use of the Portal, WIN XML and/or the Services may result in criminal and/or civil
prosecution.
- You acknowledge that WIN has the right, but no obligation, to monitor the Portal,
WIN XML and the Services and to disclose any information necessary to operate the
Portal, WIN XML and/or Services, to protect WIN, and WIN customers and licensors,
and to comply with legal obligations or governmental requests. WIN reserves the
right to refuse to post or to remove any information in the Portal, WIN XML and
the Services, in whole or in part, for any reason.
- You agree to comply with all laws, statutes, ordinances, and regulations (including
unfair competition, anti-discrimination or false advertising) regarding or relating
to Your use of the Portal, WIN XML and/or Services.
- Confidential Information
- Each Party acknowledges that it may have access to Confidential Information of the
other Party and agrees, for the duration of this Agreement and three (3) years thereafter,
to hold the other's Confidential Information in confidence. The Parties agree not
to disclose each other's Confidential Information to any third party (other than
those of its employees or agents under nondisclosure obligations) or to use each
other's Confidential Information for any purpose other than as contemplated by this
Agreement. Each Party agrees to take commercially reasonable steps, which are at
least as stringent as it takes to protect its own Confidential Information, to ensure
that Confidential Information is not disclosed or distributed by its employees or
agents in violation of this Section 16.
- The obligation in Section 16.1 will not apply to any
information which: (i) at the time of disclosure is in the public domain; (ii) after
disclosure, becomes part of the public domain, except by breach of this Agreement;
(iii) was already in the receiving Party’s possession at the time of disclosure
by the disclosing Party; (iv) resulted from the receiving party’s own research and
development, independent of disclosure from the disclosing Party; (v) the receiving
Party receives from third parties, provided such information was not obtained by
such third parties from the disclosing Party on a confidential basis; or (vi) is
produced in compliance with applicable law, a court order, in connection with a
subpoena or similar legal process, to satisfy a port, state or customs security
initiative or reports to government authorities, or produced in compliance with
the Privacy and Security Policy.
- Within thirty (30) days of termination of this Agreement, each Party will return
or destroy all Confidential Information, written and electronic, of the other Party
in its possession and will not make or retain any physical or electronic copies
of such Confidential Information, except as required to comply with any applicable
legal or accounting record keeping requirement.
- Access to the Portal
In order to access and interact with the Portal, WIN XML and/or the Services, Customer
must be able to operate and maintain the necessary software and hardware, including,
without limitation, Web browser software and appropriate communications infrastructure.
Acquiring, installing, maintaining and operating any software and hardware needed
to do so is solely Customer’s responsibility. WIN is in no way responsible or liable
for Customer’s access to the Internet, including, without limitation, any connection
speed issues, bandwidth or latency-related problems, that may affect Customer’s
ability to access and use the Portal, WIN XML and/or the Services.
- Term and Termination of the Services
The term of this Agreement shall continue unless terminated in accordance with this
Section 18. Either Party may terminate this Agreement: (i) for
any reason upon thirty (30) days’ notice to the other Party; (ii) if the other Party
breaches any material term or condition of this Agreement and fails to cure such
breach within thirty (30) days after receipt of written notice of same; (iii) if
the other Party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or composition
for the benefit of creditors; or (iv) if the other Party becomes the subject of
an involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of creditors,
if such petition or proceeding is not dismissed within sixty (60) days of filing.
Upon termination of this Agreement: (i) WIN will immediately cease providing Services
and; (ii) any and all payment obligations of Customer under this Agreement shall
be due and paid by Customer, if applicable. Sections 6,
12, 13, 14,
16, 18, and 19 shall survive
after the expiration or early termination of this Agreement.
- General Provisions
- This Agreement is the entire agreement between the Parties with respect to the subject
matter of this Agreement and replaces and supersedes all prior verbal understandings,
or written communications or representations, if any, between the Parties regarding
this subject matter.
- No right or license under this Agreement may be assigned or otherwise transferred
by Customer without WIN’s prior written consent, which will not be unreasonably
withheld. The foregoing notwithstanding, upon written notice to WIN, Customer may
assign, or otherwise transfer this Agreement to any affiliated entity which Controls,
is Controlled by, or is under common Control with Customer, or to the surviving
entity as a result of a merger, acquisition or reorganization of all or substantially
all of Customer’s assets or stock provided such entity is not deemed by WIN to be
a direct competitor of WIN and agrees in writing it will be bound by the terms and
conditions of this Agreement. Subject to the foregoing, this Agreement will bind
and inure to the benefit of the successors and assigns of Customer and WIN.
- All notices shall be in writing and sent by first class mail, overnight mail, courier,
or transmitted by facsimile and confirmed by mailing, to the addresses indicated
by each Party, and providing at least ten (10) days prior written notice to the
other Party. Notice shall be deemed to have been given upon personal delivery (in
the case of overnight mail, courier or facsimile) or five (5) business days after
being sent by first class mail.
- WIN is a Hong Kong limited corporation, and subject to various laws and regulations.
Customer acknowledges, agrees, warrants and represents that it will not use the
Portal, WIN XML, and/or the Services for the purpose of engaging in any transactions
that violates the law in any manner or form. Customer also acknowledges, agrees,
warrants and represents that it is not a national of any country subject to sanctions
under U.S. or U.N. sanctions, and that it is not a Special Designated National on
the U.S. Treasury Department’s list of Specially Designated Nationals.
- The waiver by either Party of a breach or right under this Agreement will not constitute
a waiver of any other or subsequent breach or right.
- If any provision of this Agreement shall be held by a court of competent jurisdiction
to be contrary to law, that provision shall be changed and interpreted so as to
best accomplish the objectives of the original provision to the fullest extent allowed
by law, and the remaining provisions will remain in full force and effect.
- References in this Agreement to “notice in writing” or “written notice” or other
similar reference shall not include electronic or email notice and only hard copy
writings are acceptable.
- Each Party agrees to bear its own costs relating to the Services, including, but
not limited to, costs associated with support, maintenance, testing, interface development
and XML or EDI mapping, unless otherwise agreed in writing.
- This Agreement, shall be governed by and construed in accordance with the substantive
laws of Hong Kong, without regard to the conflict of laws rules thereof. 19.10 It
is the express will of the parties that this Agreement and all related documents
have been drawn up in English. C'est la volonté expresse des parties que la présente
convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
- Force Majeure
WIN shall not be liable for delays or failures in its performance to the extent
such failures or delays result from acts beyond WIN’s reasonable control, including,
but not limited to, fire, flood, earthquake, elements of nature or acts of God,
acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines,
epidemics, embargoes or other similar governmental action.
- Contact Information
If You have any questions or comments about privacy, the use of the Portal, the
Services, WIN XML,
You may contact: service@winwebconnect.com
- By mail:
- WIN, Ltd.
- 29 Bangkok Business Centre, 21st Floor,
- Sukhumvit Soi 63 (Ekamai)
- BANGKOK 10110
- Thailand