ShippersEdge Universal Terms of Service

Effective 2015-01-01

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. BY USING SHIPPERSEDGE YOU AGREE TO THESE TERMS.

1. OVERVIEW

This Universal Terms of Service Agreement (this "Agreement") is entered into by and between Shippers Resource Center, ("SRC") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of ShippersEdge products and services (individually and collectively, the "Services") purchased or accessed through SRC and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services you purchase or access through SRC or this Site.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and agreements, which are incorporated herein by reference:

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

"Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Service Agreement" means the Agreements including addenda thereto, describing the Purchased Services, that are entered into between You and Us from time to time. These documents shall be deemed incorporated herein by reference.

"Purchased Services" means services that You or Your Affiliates purchase from Us as detailed in the or addenda thereof, including ShippersEdge Web-based applications and platform provided by and/or other designated services including associated offline components, but excluding Third Party Applications.

"Third-Party Applications" means applications, connections, interoperability with, or data provided by third parties.

"External Service Providers" means services other than those that are computer related, offered by someone other than Us..

"User" or "Users" means individuals who are authorized by You to use the Services, for whom Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with whom You transact your business. Notwithstanding the

aforementioned use by any party that provides its customers with multi-carrier shipment management technology is prohibited.

"We," "Us" or "Our" means Shippers Resource Center. Inc., as described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services.

2. SERVICES PROVIDED

2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement, as outlined in the attached Schedule of Services, and as may be updated from time to time through addenda. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. User Accounts. Unless otherwise specified in Schedule of Services, Purchased Services are User Accounts and may be accessed only by You or Users as described in Section 1 of this Agreement. Unless otherwise stated in the Schedule of Service You may increase or decrease the number of User accounts up to three (3) times per year without penalty, but at no time may have less than one User Account. It is understood by both parties that the Services provided hereunder cover those defined in Section 1, "Purchased Services", and not include other services that may be provided by the Shippers Resource Center, but may be referenced in the Schedule of Service as provided under such separate agreements.

3. USE OF THE SERVICES

3.1 Our Responsibilities. We shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give advance notice notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

3.2. Your Responsibilities. You shall (i) be responsible for Users´ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the instructions provided by SRC and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks, or (g) allow access to any party not meeting the definition of "User" as described in Section 1 of this Agreement.

3.3. Usage Limitations. Purchased Services may be subject to limitations established by us to assure reliable availability for all users, as for example, limits on disk storage space, number or age of records, or the number of calls You are permitted to make against Our application programming interface. Should You demonstrate to Us to our reasonable satisfaction that such limitations are impeding Your ability to conduct business, You may terminate this Agreement with cause, as outlined in paragraph 11.3.

4. THIRD PARTY PRODUCTS, DATA AND INTEROPERABILITY

4.1. Acquisition of Third-Party Products and Services. We may offer connections, interoperability and data with Third parties. These will be specified within the Schedule of Service or addenda. Any interoperability contracted by You with third-parties is solely between You and the applicable third-party provider. We do not warrant the accuracy or interoperability of any data or services provided by Third-Party Services.

4.2. Third-Party Applications and Your Data. If You authorize or contract with us to connect, interoperate, or use data of another application, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. User Fees. You shall pay all fees specified in the Schedule of Services. Except as otherwise specified herein or in the Schedule of Service (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) unless specifically stated in the Schedule of Service payment obligations are non-cancelable and fees paid are non-refundable, and User fees that are based on monthly periods begin on the purchased service start date and each monthly anniversary thereof; therefore, fees for services added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the contract term.

5.2. Invoicing and Payment. Unless credit terms have been extended to you in advance of this agreement, you will be required to make payment electronically or by valid credit card. You authorize Us to initiate such payment transactions for all Purchased Services. Payment for Purchased Services charged on a Monthly Fee basis shall be made in advance (no later than the first day of the month), and all other amounts upon invoicing. If credit terms have been approved and you are in good credit standing we may invoice you and you agree to pay within 15 days of invoice date. You are responsible for maintaining complete and accurate billing and contact information to us.

5.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition continuation or renewal of service on prepayment of charges, or payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 15 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

5.5. Payment Disputes. We shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted in the Schedule of Service or by addendum to this agreement, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

6.4. Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data, except as use may be permitted in the Schedule of Services or addenda; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. Except as otherwise provided in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the ServIces or prevent or address service or technical problems, or at Your request in connection with customer support matters.

7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party´s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7.5 Disclosures to External Service Providers  If your Service Agreement provides for Us to contract and present you with opportunities from transportation and other external service providers, you agree to allow us share certain information and work within the constraints outlined in the Service Agreement.

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties. We warrant that the Purchased Services shall available at least 98% of the time, and that the functionality of the Purchased Services will not be materially decreased during the service term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.

8.2. Mutual Warranties. Each party warrants that it has the legal power to enter into this Agreement, on behalf of the party for which it represents named herein.

8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney´s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

9.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney´s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

9.3. Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party´s sole liability to, and the indemnified party´s exclusive remedy against, the other party for any type of Claim described in this Section.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement and its addenda commence on the date You accept it and continues until all User services agreed to granted in accordance with this Agreement and the Schedule of Service and addenda have expired or been terminated.

11.2. Term of Service. Purchased services commence on the start date specified in Schedule A and continue for the term specified therein. This agreement shall automatically renew for additional periods of 30 days unless either party gives the other notice of non-renewal at least 30 days before the end of the service period described in the Schedule of Service. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

11.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. (ii) We propose a modification or addenda to this Agreement for which You do not accept.

11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the service term, after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term described in the Schedule of Service, within seven (7) days after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of service, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

11.6. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 10 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

12. NOTICES, GOVERNING LAW AND JURISDICTION

12.1. General. ANY TERMS OR CONDITIONS NOT HEREIN EXPRESSLY PROVIDED FOR SHALL BE DETERMINED IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE.

12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery. (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). All notices to You shall be addressed to the system administrator designated by You for Your relevant Services account on file in ShippersEdge. In the case of suspension of service such notices may be made electronically (eg. via email). Notices sent via personal delivery or US mail will be addressed to US at Shippers Resource Center, Inc., 900 W 128^th Street STE 111, Burnsville MN 55337, and to You at the address on file in the Account Information in the ShippersEdge database.

12.3. Agreement to Governing Law and Jurisdiction. Each party agrees to irrevocable consent to the jurisdiction and venue of the District Court of Dakota County, Minnesota or the U.S. District Court located in St. Paul, Minnesota.

13. GENERAL PROVISIONS

13.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

13.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment)

13.7. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, nor withstanding the your assignment to a party deemed by us to be a competitor to Us, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party´s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party´s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the service term after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8. Entire Agreement. This Agreement, including all Schedules of Service, exhibits and addenda hereto constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. (Your continued use of the Purchased Services 30 days after notice by Us shall be deemed as electronic acceptance). Should you decline acceptance you are consenting to terminate this Agreement with cause, as outlined in paragraph 11.3. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Schedule of Service, the terms of such exhibit, addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

If you have any questions regarding this Agreement, please contact us at:

Shippers Resource Center

900 W 128^th Street STE 111

Burnsville MN 55337

(952) 224-2400