Initial Sign Up Registration

Initial Sign Up Registration Form

In order to utilize the ORISS invoicing application, your company needs to register. Contact the customer you wish to invoice and obtain the necessary information required to complete the registration form below. Simply fill out the registration information, process electronic contract, and submit. You will receive confirmation of your registration by e-mail.
If you plan to register with more than one railroad, please follow this process:
  1. Complete this registration process for your first railroad
  2. WAIT until you receive your user ID and password from Transentric
  3. Use your new user ID to log into the ORISS system
  4. Click on registration on the menu bar
  5. Go to customers and select an additional railroad
  6. Click on the create button
  7. You will be transferred to an additional registration screen. Please fill out the required information.
  8. You will be notified when the additional railroad has approved your registration.
* Indicates Required Field
*Indicates Required Field for the Invoice. These fields are not required for this Registration.
If you have chosen "Purchase Orders and Invoicing or Fuel Unlimited Invoicing only" as the Application Type, you are required to enter the following information.

Although either E-Mail or Fax is required, Transentric would like both.

EULA - ORISS SERVICES AND DISTRIBUTION AGREEMENT

RIGHT TO ACCESS AND USE WEBSITE AGREEMENT

            This Right to Use Website Agreement ("Agreement") is by and between you ("Customer" or "you") and Transentric LLC ("Transentric"), and is effective as of the date you first access a Transentric product or service website (the "Website"), including, but not limited to, the Websites for the Online Rail Industry Supply System, Agilink���, ShipmentVision���, BulkVision, EquipVision, and YardVision.

            ACCESS TO AND USE OF ANY WEBSITE IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY TRANSENTRIC SOFTWARE USED IN CONNECTION WITH THE OPERATION OF A WEBSITE OR TO ACCESS AND/OR USE A WEBSITE PURSUANT TO THIS AGREEMENT, AND ANY DOCUMENTATION ASSOCIATED WITH SUCH SOFTWARE (COLLECTIVELY, THE "SOFTWARE"), INCLUDES ANY CORRECTIONS, BUG FIXES, ENHANCEMENTS, UPDATES, RELEASES, VERSIONS OR OTHER MODIFICATIONS TO THE ORIGINAL SOFTWARE AND ANY SUPPLEMENTS TO THE ORIGINAL DOCUMENTATION.

PURPOSE OF ACCESS TO AND USE OF WEBSITE.
            You agree that your access to and use of any Website will be limited to entering or viewing the transactions and data for which the Website is intended.

DISCLAIMER OF WARRANTIES.
            EACH WEBSITE IS PROVIDED "AS IS" WITH ALL FAULTS. TRANSENTIC DOES NOT MAKE ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE OPERATION OF ANY WEBSITE AND CUSTOMER'S ACCESS THERETO AND USE THEREOF. IN PARTICULAR, TRANSENTRIC (1) DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND (2) DOES NOT WARRANT THAT YOUR ACCESS TO, USE OF AND THE OPERATION OF ANY WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY ERRORS OR DEFECTS IN ANY WEBSITE WILL BE CORRECTED. TRANSENTRIC ASSUMES NO RESPONSIBILITY FOR THE CONTENT OF DATA TRANSMITTED BY CUSTOMER'S ACCESS TO AND/OR USE OF ANY WEBSITE OR THAT SUCH DATA WILL BE TRANSMITTED WITHOUT ERROR.

Limitation of Liability.
            TRANSENTRIC DISCLAIMS ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS AND LOST DATA, BY REASON OF ITS NEGLIGENCE OR OTHERWISE IN CONNECTION WITH THE OPERATION OF ANY WEBSITE AND/OR CUSTOMER'S ACCESS TO AND USE THEREOF, AND WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Customer Indemnification.
            Customer shall indemnify Transentric against any claims, including reasonable attorneys' fees, resulting from Customer's access to and/or use or misuse of any Website.

Term of Agreement.
            This Agreement shall automatically terminate upon your breach of any of its provisions. Notwithstanding the above, Transentric may immediately seek any and all equitable relief to which it may be entitled upon any such breach by you. Upon termination, you agree to immediately ceasing accessing and using all Websites. All provisions of this Agreement relating to proprietary rights shall survive any termination of this Agreement.

Intellectual Property Rights.
            Transentric shall have sole and exclusive ownership of all right, title and interest in and to any Website and the Software. No title to or ownership of any Website or Software, or any part or copy thereof, is transferred to you. Transentric retains all rights not expressly granted. Nothing in this Agreement constitutes a waiver of Transentric's rights under copyright, patent or trade secret laws or any other law, regulation or treaty in any jurisdiction.

Governing Law.
            This Agreement will be governed and construed in accordance with the laws of the State of Nebraska, excluding choice of law principles thereof. The U.S. federal and state courts located in Omaha, Nebraska shall have sole and exclusive jurisdiction and venue to adjudicate over any actions relating to the subject matter of this Agreement. The parties hereto consent to the exclusive jurisdiction of the courts specified above, and expressly waive any objection to the jurisdiction or convenience of such courts.

Severability.
            If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be deemed deleted from this Agreement and the remainder of the Agreement will continue in full force and effect and will be enforced to the maximum extent permissible so as to effect the intent of the parties.

Waiver.
            All waivers of any right under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision in any other occasion.

Modifications.
            Transentric may amend this Agreement and/or modify the terms of access to and use of any Website from time to time.

Assignment.
            You may not assign this Agreement to any other party. Transentric may assign this Agreement to a successor in interest or an affiliate of Transentric.

I agree to the terms and conditions of EULA.

CONTRACT - ORISS SERVICES AND DISTRIBUTION AGREEMENT

RECITALS:
            Customer desires to obtain from Transentric, Inc., a Delaware corporation with offices located at 1400 Douglas Street, Suite 0840, Omaha, NE 68179-0840, and Transentric desires to provide to Customer, certain electronic data exchange services under the terms and conditions set forth in this Agreement.

AGREEMENT:

1. The Services.
            Transentric will provide to Customer online railroad industry supply system electronic data exchange services (the ���Services���) by giving Customer online access to a website maintained by Transentric (the ���System���) for the exchange of various transaction documents (e.g., purchase orders, invoices, acknowledgements) between Customer and its customers in the railroad industry.

2. Scope.
            This is not an exclusive agreement. Customer may purchase services similar to the Services from others and Transentric intends to provide the Services to others.

3. Representations and Warranties.
            a. Transentric represents and warrants that it has full right and authority to enter into this Agreement and that neither Transentric nor its employees, contractors or agents, if any, are under any pre-existing obligation or obligations inconsistent with the provisions of this Agreement or the performance of the Services for Customer.
            b. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR USE FOR A PARTICULAR PURPOSE SHALL APPLY. TRANSENTRIC MAKES NO WARRANTY THAT THE SERVICE OR THE SYSTEM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE PROVISION OF THE SERVICES OR THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE.

4. Limitation of Liability.
            a. Transentric shall have no liability to Customer or any third party for any and all claims, whether in an action in contract or in tort, including, but not limited to negligence, arising out of, connected with or resulting from the performance or breach of this Agreement, the provision of the Services, or access to the System.
            b. IN NO EVENT SHALL TRANSENTRIC BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S FAILURE TO PROVIDE ACCEPTABLE SERVICE TO ITS CUSTOMERS, WHETHER RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT OR NOT, OR FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS LOSSES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE, EVEN IF TRANSENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
            c. This Section 4 states Transentric's entire responsibility and Customer's sole remedy under this Agreement.

5. Force Majeure.
            Transentric shall not be responsible for any failure to fulfill its obligations hereunder that is due to causes or conditions beyond Transentric's reasonable control.

6. Payment.
            a. Customer shall pay Transentric Twenty-Five Dollars ($25.00) (U.S.) per month (the ���Monthly Rate���) for the Services; provided, however, that the Monthly Rate may be adjusted as provided in Subsection 6.b., below. Payment for the Services shall be due for each month during the term of this Agreement whether or not Customer accesses the System during such month for the purpose of electronically exchanging documents with its customers as contemplated herein. Transentric shall invoice Customer monthly for the Services. Transentric shall address invoices for Services to the address first shown above. The preferred method of invoicing is by email. Transentric will invoice by FAX or postal service if requested by Customer. The total amount of each invoice will be remitted by Customer to Transentric within thirty (30) days of the invoice date with payment sent to Transentric at 12567 Collections Center Drive, Chicago, IL 60693, or, at Transentric���s written direction, by wire transfer to an account designated by Transentric. Any invoice payment not timely received by Transentric will accrue interest at a rate of 1.5% monthly, calculated from the date it was due.
            b. Transentric may adjust the Monthly Rate one or more times during the term of this Agreement on thirty (30) days' advance written notice (the ���Notice Period���) to Customer of such adjustment. During the Notice Period Customer may terminate this Agreement upon ten (10) days��� written notice to Transentric unless Transentric withdraws its notice Customer: Telephone: FAX: Invoice Address: City/State/Zip: Invoice Email Address: Attention: Agreement Date: ____________________________________________________________________ prior to the conclusion of the Notice Period. Any such adjustment will become effective on the first day of the first complete calendar month following the conclusion of the Notice Period.

7. No Agency.
            Transentric is an independent contractor with respect to its performance of the Services and the operation of the System. In no event shall this Agreement or the provision of the Services by Transentric or its operation of the System be construed to imply or provide that Customer or Transentric has been granted any express or implied right to create any obligation on behalf of or in the name of the other, or to bind the other in any manner with respect to either party's relation with third parties.

8. Confidentiality.
            a. Transentric acknowledges that confidential and proprietary information related to Customer and its businesses will come into Transentric's possession under the terms of this Agreement. Transentric agrees to take reasonable steps to prevent disclosure of any information regarding Customer to any other person or entity, including other users of the System.
            b. Customer acknowledges that the System software and all documentation necessary for its operation, maintenance and support are a trade secret of Transentric that has significant value to Transentric, which value would be lost or diminished if disclosed to third parties. Customer agrees to take all reasonable steps to prevent disclosure of any data or information concerning the Services or the System to any other person or entity.
            c. The parties shall be liable for any breach of the confidentiality provisions of this Agreement by their respective employees or agents.
            d. Customer hereby grants Transentric the right to disclose to third party potential users of the System that Customer is a user of the System for the purpose of facilitating use of the System by such third parties to interchange data with Customer. Such right shall not be construed as a right or obligation by Transentric to establish or maintain any commercial relationship between Customer and any third party and does not include the right to use Customer's name in advertising or promotional materials of general distribution unless specifically so authorized by Customer in accordance with Section 17, and Transentric shall not be Customer's agent or contractor for such purpose.

9. No License.
            This Agreement does not grant Customer any right or license in or to the System. Customer's only right is to use the System on Transentric's computer to exchange data electronically. Customer shall have no right to record the System or any part thereof, whether on electronic or any other media.

10. Notices.
             Unless otherwise specifically provided, all notices required or permitted to be given under this Agreement shall be in writing and delivered personally, or mailed by United States Certified Mail, Return Receipt Requested, to the undersigned at the parties' respective addresses first shown above.

11. Term: Termination.
            a. The term of this Agreement will commence on the date this Agreement is executed and will extend indefinitely thereafter until terminated by either party as provided herein.
b.             Either party may terminate this Agreement, effective as of the last day of any month, on thirty (30) days' prior written notice to the other party.

12. Severability.
            a. The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability, and for that purpose the provisions of this Agreement shall be read as if they cover only the specific situation to which they are being applied.
            b. Any provision in this Agreement which is not enforceable in any specific situation shall neither affect the enforceability of that provision in any other situation, nor the enforceability of any other provision of this Agreement.

13. Waiver.
            Waiver by either party of any provision of this Agreement in any instance shall not constitute a waiver of that provision in any other instance, or waiver of any other provision of this Agreement.

14. Entire Agreement.
            This Agreement is the complete and exclusive statement of the Agreement between the parties, and supersedes all proposals or prior Agreements, oral or written, and all other communications and correspondence between the parties relating to its subject matter.

15. Amendments.
            The Agreement may not be modified or amended except by written agreement signed by both parties.

16. Assignment.
            Neither Party shall assign or in any manner transfer its interests or any part thereof in this Agreement to any third party without the prior written consent of the other Party, except by reason of merger, reorganization, sale of all or substantially all of the assets of a party, change of control or operation of law. Any assignment in violation of this Section 16 is void.

17. Governing Law.
            This Agreement shall be governed by and enforced in accordance with the laws of the State of Nebraska.
I agree to the terms and conditions of CONTRACT.
User Signature :
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