Please note that you need to register with a different ID for each role you will take in a given transaction. The Freightgate Marketplace™ has a special section for carriers (airlines, IATA license holders, steamship lines, VOCCs and NVOCCs as defined by the FMC). Please register and follow the procedures in the confirmation email and return the appropriate documentation if applicable.

THE FOLLOWING DESCRIBES THE TERMS ON WHICH FREIGHTGATE OFFERS YOU ACCESS TO OUR SERVICES. BY CLICKING THE "I ACCEPT" BUTTON, BY SIGNING THIS AGREEMENT OR BY USING THE SYSTEM, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. Welcome to the Freightgate User Agreement. This Agreement describes the terms and conditions applicable to your use of our services at Freightgate.com. Freightgate.com and the Freightgate Marketplace are owned and operated by Ediideas, Inc d.b.a. Uptime a Delaware Corporation (referred to here in after as we, We, us, Us, Freightgate, Freightgate.com or Provider). If you do not accept these terms and conditions or have any questions please contact agreement@freightgate.com. We may amend this Agreement at any time by posting the amended terms on our site. If you wish to receive an email update for each amendment to this Agreement please mark the check box at the bottom of this page. The amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be otherwise amended except in writing signed by both parties. This agreement was revised on January 1, 2000.

1. Eligibility for Membership. Our services are available only to companies and individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. Our services are intended for the logistic and freight community, including but not limited to shippers and receivers of goods, airlines, steamship lines, freight forwarders, truckers, customs house brokers, logistic providers, warehouse operators, pick and pack operators, NVOCCs. If you do not qualify, please do not use our services. Freightgate may refuse our services (such as, but not limited to placing or accepting an offer) to anyone at any time, in our sole discretion. Please apply for the appropriate category (Role) that describes your participation in the logistic process.
2. Validation. In an attempt to make dealing on Freightgate safer, we require our users to validate their account. A Member agrees to provide the requested information as specified in the confirmation email.
3. Fees. Joining Freightgate is free. Our then-current Fees and Credit Policies for special services including but not limited to accepting an offer in the Freightgate Marketplace are incorporated herein by reference. Unless otherwise stated, all fees are quoted in U.S. Dollars; percent refer to a percentage of gross revenue (e.g. the offer price). You are responsible for paying any and all applicable taxes and for all hardware, software, service and other costs you incur to place or accept an offer, procure a listing from us or access our servers. We may in our sole discretion add, delete or change some or all of our services at any time, including but not limited to charging additional fees for a given service.
4. Freightgate is Only a Venue. Our site acts as the venue for placing and accepting an offer. We are not involved in the actual transaction between the parties. As a result, we have no control over the quality, safety or legality of the offers or services provided, the truth or accuracy of the listings, the ability of placing or accepting an offer. We cannot and do not control whether or not the transaction is completed between the parties. In addition, note that there are risks of dealing with foreign nationals, underage persons or people acting under false pretense. Because user authentication on the Internet is difficult, Freightgate cannot and does not confirm that each user is who they claim to be. Therefore, because you must be careful in dealing with other users to avoid fraud, we have established a user-initiated feedback system to help you evaluate who you are dealing with. Because we do not and cannot be involved in user-to-user dealings, in the event that you have a dispute with one or more users, you release Freightgate (and our agents, employees, officers and directors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You further agree to indemnify and defend (with council of our choice) Freightgate (and our agents, employees, officers and directors) in any actions arising in connection with or out of your use of the service. If you are a California resident, you waive California Civil Code ?1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." For legal reasons, we cannot nor do we try to control the information provided by other users which is made available through our system. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution -- and common sense - when using our site.
5. No Agency. You and Freightgate are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
6. Placing an Offer. As the party registering as a SHIPPER (e.g. a shipper, consignee or their designated agent or freight forwarder) you can place an offer by filling out the appropriate forms in the Freightgate Marketplace system. The system provides for various ways of finalizing a transaction (as listed below and amended from time to time at our sole discretion), once finalized you are obligated to complete the transaction by tendering the freight to the carrier that accepts your offer and pay the amount offered in consideration for said carrier's service. You further agree to be bound by the standard terms and agreements that carrier has in place or established with you, including but not limited to payment terms, re-weighing and dimensionalising. Freightgate reserves the right to keep track of your successful and un-successful transactions and display it to potential carriers as we see fit at our sole discretion. You may not place bogus offers in any way that distract from other legitimate offers or entice carrier to committing space to you in favor of other users (process manipulation). As your offer will stay anonymous until it is accepted, you may not enter any text that would show your identity in the remarks, special instruction or other fields that would allow bypassing the Freightgate System for any given transaction. A transaction is finalized:
   A. if the offer was placed as 'firm' by acceptance by a carrier.
   B. if the offer was placed 'tentative' by you confirming the carrier's acceptance.
   C. if a counter offer was made, by you accepting that counter offer.
7. Accepting an Offer. As a party registering as a CARRIER, you will need to send a signed copy of this agreement including the "Fee & Credit Policy" to us, accompanied with the proof of carrier requirements, before you will be able to accept an offer. We may from time to time amend our "Fee & Credit Policy" or this agreement by sending you notice as provided herein.
8. Your Information. Your information includes any information you provide to us or other users during the registration, posting or accepting of an offer process, in any public message area (including the Chat or the feedback area), through any email feature or otherwise (defined herein as "Your Information"). With respect to Your Information:
   8.1 You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. However, we may take any action with respect to such information we deem necessary or appropriate in our sole discretion if we believe it may create liability for us or may cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
   8.2 Solely to enable Freightgate to use Your Information you supply us with, to facilitate transactions pursuant to this agreement, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or hereafter devised, with respect to Your Information.
   8.3 Freightgate may at its sole and absolute discretion deem it necessary to have you make certain relevant data available and you shall provide such relevant data in a fashion acceptable to Freightgate. Such relevant data may include but shall not be limited to scheduling data, tracing and tracking data, freight rates, plane or vessel capacity information or other such information you make from time to time available to the general public. Solely to enable Freightgate to use, redistribute, transmit or make otherwise available such information, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or hereafter devised, with respect to such relevant data.
9. No Price Manipulation. By placing an offer, you can not change the price of your offer after you post it.
10. System Integrity. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Freightgate site or any transaction conducted on our site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.
11. Feedback. You may not take any actions which may undermine the integrity of the feedback system, such as: leaving positive feedback for yourself using secondary User IDs or third parties; leaving negative feedback for other users using secondary accounts or third parties (feedback bombing); or leaving negative feedback if a user fails to perform some action that is outside the scope of the transaction (feedback extortion). We may at our sole discretion implement a policy to automatically suspend your membership based on your feedback ratio. This will prevent you from placing or accepting any Offers. Because feedback ratings are not designed for any purpose other than for facilitating trading between Freightgate users, we may suspend or terminate your account if you choose to market or promote your Freightgate feedback rating in any venue other than Freightgate.
12. Breach. We may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, any of your current offers or transactions, and any other information you place on the site if you breach this Agreement or if we are unable to verify or authenticate any information you provide to us.
13. No Warranty. WE AND OUR SUPPLIERS PROVIDE THE FREIGHTGATE WEB SITE AND OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
14. Limit of Liability. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 2 (two) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $250. THE SUM OF SUCH FEES PAID TO US, MAY ONLY INCLUDE FEES RECEIVED BY US FROM YOU FOR THE SERVICE THAT IS GIVING RISE TO OUR LIABILITY. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.
15. Force Majeure. Neither party shall be liable for any loss or damage or be deemed in breach of the Agreement to the extent that performance of each party's obligations is delayed or prevented as a result of any event or circumstance beyond its reasonable control, including without limitation, war, invasion, storm, act of foreign enemy, civil war, hostilities, strike, or act of God, for a duration of such contingency, or for a period of thirty (30) days, whichever is shorter. If the force majeure lasts more than thirty (30) days, Freightgate and / or The Freightgate Marketplace may terminate this Agreement by written notice.
16. General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your listing.
17. Confidentiality. You shall keep in confidence, and shall not use nor disclose to any third party, any information concerning this User Agreement or any of the terms stated herein, or any other non-public information concerning this User Agreement and The Freightgate Marketplace that may be disclosed to You in connection with your involvement with our services. You shall not use the name of The Freightgate Marketplace in any publicity release, advertising or otherwise without our prior written approval. This provision shall survive the termination of this Agreement and/or the rendering of services hereunder to You.
18. Assignment. The Freightgate Marketplace shall at any time have the right to assign this Agreement to any of its successors, assignees, affiliates or licensees at its sole discretion. Upon such assignment, Freightgate, The Freightgate Marketplace and Ediideas, Inc. shall be fully relieved of any and all obligations hereunder.
19. Notices. Except as explicitly stated otherwise, any notices shall be given by email to agreement@freightgate.com (in the case of Freightgate) or to the email address you provide to Freightgate during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Freightgate during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
20. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Orange County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Freightgate may seek any interim or preliminary relief from a court of competent jurisdiction in Orange County, California necessary to protect the rights or property of you or Freightgate pending the completion of arbitration.
21. General. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

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