IMPORTANT

This is a legal agreement between TransCore Link Logistics Corporation ("TransCore") and your company ("COMPANY") (which refers to you personally if you are acting on your own behalf, or the company or other legal entity for which you are an authorized representative).

TRANSCORE IS WILLING TO ISSUE TO COMPANY A SUBSCRIPTION TO ACCESS ITS ONLINE SERVICES ONLY ON THE CONDITION THAT COMPANY ACCEPTS ALL THE TERMS CONTAINED IN THESE GENERAL TERMS AND CONDITIONS (BOTH SIGNUP FORM AND GENERAL TERMS AND CONDITIONS COMBINED HEREIN AFTER REFERRED TO AS "AGREEMENT"). PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCESSING THE ONLINE SERVICES. BY USING THE ONLINE SERVICES AND DATABASE FACILITIES COMPANY AGREE STO BE BOUND BY THE TERMS OF THE AGREEMENT. IF COMPANY DOES NOT AGREE TO THE TERMS OF THE AGREEMENT, TRANSCORE IS UNWILLING TO PROVIDE COMPANY WITH ACCESS TO ONLINE SERVICES AND DATABASE FACILITIES.

TransCore grants Company the NON-EXCLUSIVE, NON TRANSFERABLE, REVOCABLE LICENCE to use their online service as modified or enhanced from time to time, and accompanying documentation (the "SYSTEM") on the following terms. TransCore (or its licensor, in the case of any incorporated third party software) retains ownership of the SYSTEM, data, and accompanying documentation and all rights not specifically given to Company in this license. TransCore grants to Company the right to access its SYSTEM for a single user in the location specifically registered on the sign up form. Company may not reverse engineer, decompile or disassemble the online services and Company may not remove, alter or deface any proprietary notices on the SYSTEM. Company shall not transfer or assign the SYSTEM, any accompanying documents, this Agreement, access codes, or any rights granted hereunder without the prior written consent of TransCore.

PURPOSE: This Agreement is provided to Company for the sole purpose of accessing and interacting with TransCore’s SYSTEM and database facilities during the term of the Agreement. Company is permitted to electronically transmit requests regarding available transportation service requirements, with a view to receiving an electronic transmission from TransCore identifying possible matching opportunities.

ACCESS: Company is permitted to electronically transmit information concerning transportation related services. Company may conduct two searches per day with a maximum of twenty refreshes to the SYSTEM. Company acknowledges that all information provided by TransCore to Company is solely for Company’s own internal business use. Company may not use or access the online Services from or on behalf of another office, user, or location other than that as specified on the sign up form. Company is prohibited from utilizing the data or services on behalf of another office or company or rebroadcasting or redistributing any information. Any such actions or misuse of the SYSTEM will result in immediate discontinuance of access and service, termination of the Agreement and possible legal action.

FEES: Company understands Company’s credit card will be charged or Company’s account will be debited for the services selected immediately upon receipt of Company’s access passwords. Thereafter, Company’s credit card will be charged or account debited up to 5 business days prior to Company’s renewal. Failure to pay will result in termination of service. Payment is due while service is active even if not used. Prices are subject to change without notice. A $26.75 NSF fee shall be applied should Company’s payment (credit card or EFT) be rejected for any reason by Company’s financial institution. The NSF fee shall increase by an additional $26.75 for each successive occurrence. A $53.50 reconnection fee will be applied should Company’s service be cancelled or suspended for non-payment. All service charges and/or reconnection fees must be paid in full before an account can be reinstated.

TERMINATION: Company may terminate (without refund or credit) this Agreement by providing 30 days prior written notice to TransCore. TransCore reserves the right to deny or cancel service to anyone at its sole discretion and to cancel service if complaints are received. Failure to comply with the terms and conditions of this Agreement will result in immediate discontinuance of access and service, and possible legal action. Further, this Agreement shall terminate in the event that Company breach any of its terms or conditions or in the event that Company cease to be entitled to continued use of the Online Services due to non-payment of the required subscription fees. Upon termination of this Agreement, Company shall forthwith cease all use of the Online Services.

SERVICING: Following reasonable notice, TransCore may interrupt access to the database facilities in order to maintain, modify, or enhance said facilities. While TransCore shall use reasonable efforts to assure the access to the database is uninterrupted, TransCore assumes no responsibility for interruptions of or delays in access of the same. TransCore may, from time to time, and in its sole discretion, change the content or format of the database facilities in accordance with general changes made to its standard service offerings.

PERSONAL INFORMATION: By entering into this Agreement, Company understand and agree that the collection, use, storage, and disclosure of Company’s personal information by TransCore shall be subject to TransCore’s Privacy Policy, as amended from time to time, and accessible at www.freightfirst.com or www.transcore.ca. As a condition of continued access and service, Company acknowledge that it may be required, and Company agree to provide, certain personal information to TransCore from time to time regarding, but not limited to, Company’s insurance coverage, operating authorities, customs bonds, articles of incorporation, company resolutions, banking information, email and personal information regarding the officers of Company. This personal information, excluding banking information may be posted on TransCore’s database and can be viewed by other subscribers. Personal information may also be disclosed to other TransCore subscribers, their employees, agents, suppliers, and subcontractors when requested by the other party and when deemed necessary by TransCore in its sole discretion. Personal information provided to TransCore by third-party agents regarding, but not limited to, full credit reports including all data will be posted and viewed by other subscribers. Company’s personal information will be provided to them by TransCore if requested in writing. TransCore will take reasonable precautions to ensure Company’s privacy is protected. These precautions will include, but are not limited to, firewalls, software and data security management.

COMPUTER REQUIREMENTS: To access the SYSTEM, TransCore requires the following minimum computer specifications: 1000 megahertz (MHz) Pentium processor or higher, Windows Operating System (Win 98 SE, Win 2000 SP4 or Win XP SP2), Win ME, Microsoft IE 6.0 + SP1 or higher, .NET 1.1 Framework + (SP1) (Recommended: .NET 1.1 + .NET 2.0 Framework), 128 megabytes (MB) RAM (Recommended: 256 MB), Available hard disk space 800 MB, 800 x 600 256 color display (Recommended: 1024 x 768 High Color), Windows Installer 3.0, DSL internet connection you may access the Company’s websites from a personal computer for such purpose only (minimum requirements: 1000 megahertz (MHz) Pentium processor or higher, Windows Operating System (Win 98 SE, Win 2000 SP4 or Win XP SP2), Win ME, Microsoft IE 6.0 + SP1 or higher, .NET 1.1 Framework + (SP1) (Recommended: .NET 1.1 + .NET 2.0 Framework), 128 megabytes (MB) RAM (Recommended: 256 MB), Available hard disk space 800 MB, 800 x 600 256 color display (Recommended: 1024 x 768 High Color), Windows Installer 3.0, DSL internet connection.

COPYRIGHTS AND TRADEMARKS: Company should assume that everything Company sees or reads on the Site is copyrighted unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on the Site without the written permission of TransCore. TransCore neither warrants nor represents that Company’s use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with TransCore.

Images of people or places displayed on the Site are either the property of, or used with permission by, TransCore. The use of these images by Company, or anyone else authorized by Company, is prohibited unless specifically permitted by these Terms and Conditions or by specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statues.

The source code is and shall remain the property of the TransCore. This Agreement does not grant access to the source code for any purpose, nor is Company permitted to use registered trademarks of the Company, including the name of the Company, or any of its product names in any of Company’s business materials, including without limitation, advertisements, websites, and other promotional items. All rights and privileges not granted to Company by this Agreement are and shall remain solely vested in the Company.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, including, but not limited to, Link Logistics, freightfirst, loadlink, loadlinkonline, linklive, linkdispatch, linkwireless, driverlink, NADB, IOAC, 3sixty, are registered and unregistered Trademarks of TransCore and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Site without the written permission of TransCore or such third party that may own the Trademarks displayed on the Site. Company’s use of the Trademarks displayed on the Site, or any other content on the Site, except as permitted in writing by TransCore or as otherwise provided in these Terms and Conditions is strictly prohibited. Company is also advised that TransCore will aggressively enforce its intellectual property rights to the fullest extent of the law.

DISCLAIMER: TransCore has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Company’s linking to any other off-site pages or other sites are at Company’s own risk.

While TransCore uses reasonable efforts to include accurate and up to date information on the Site, TransCore makes no warranties of representations as to its accuracy. TransCore assumes no liability or responsibility for any errors or omissions in the content of the Site. Company’s use of and browsing in the Site are at Company’s own risk. Neither TransCore nor any other party involved in creating, producing or delivering the Site is liable for any direct, incidental, consequential, indirect or punitive damages arising out of Company’s access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to Company "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to Company. Check Company’s local laws for any restrictions or limitations regarding the exclusion of implied warranties. TransCore also assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect Company’s computer equipment or other property on account of Company’s access to, use of, or browsing in the Site or Company’s downloading of any materials, data, text, images, video, or audio from the Site.

Although TransCore may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site or posting service, TransCore is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Site. Company is prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law. TransCore will fully cooperate with any law enforcement authorities or court order requesting or directing TransCore to disclose the identity of anyone posting any such information or materials. TransCore reserves the right to remove messages or material posted by users of the Site to message boards or other areas, in its sole discretion. By submitting messages and/or materials to the Site, each user agrees to indemnify, defend and hold harmless TransCore from all damages, costs and expenses, including reasonable attorneys' fees and costs arising out of all claims, challenges or actions, including claims for infringement, libel and slander, related to the user's submission.

TransCore may at any time revise these Terms and Conditions by updating this posting and notifying Company of such changes. Company agrees that Company’s continued use of the Software and/or On-Line Services will constitute Company’s acceptance of the revised Terms and Conditions.

TRANSMISSION OF INFORMATION: Company acknowledges that Company is solely responsible for ensuring the accuracy and completeness of any electronic information submitted to TransCore. TransCore shall not be liable to Company or to any third-party for any malfunction, interruption, failure, delay, error, or omission in the communication or transmission of information from Company or any other subscribers or third parties to TransCore.

CUSTOMER REMEDIES: For Online Services, TransCore’s entire liability and Company’s exclusive remedy hereunder shall be the return of one month’s subscription fee to TransCore’s Online Services.

LIMITED WARRANTY: Company acknowledge that neither TransCore, nor any third-party supplier of information to TransCore (including any other subscriber), guarantees or warrants the accuracy, completeness, merchantability, or fitness for a particular purpose, of the information supplied to Company, whether supplied directly by TransCore or a third-party supplier (including any other subscriber) through TransCore’s or third-party suppliers’ database facilities. Company acknowledge that every business decision to some degree or another represents an assumption of risk, and that neither TransCore nor any third-party supplier of information to TransCore, in furnishing information through the facilities of TransCore, can or will underwrite or assume Company’s risk in any manner whatsoever. Information provided by any such means by any third-party supplier of credit information is to be used solely in connection with a present or prospective credit or financial transaction with the business entity reported upon or for other legitimate business purposes, and is to be maintained in confidence and disclosed only to persons whose duties reasonably relate to the business purposes for which the information was requested. The company does not warrant that the online services will meet Company’s requirements, that operation of the online services will be uninterrupted or error-free, or that all online service errors will be corrected. TransCore is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of new online service, nor for problems in the interaction of the online services with non TransCore software. TransCore will have no responsibility to replace, or refund any license fee for media damaged by accident, abuse or misapplication. TransCore will have no responsibility to pay for any incurred fees or damages.

JURISDICTION AND VENUE: This Agreement and the terms hereof shall at all times be governed by and construed and interpreted pursuant to the laws of the Province of Ontario and the laws of Canada applicable therein. Company submits to the courts of Ontario, and agree that any claim, action, or proceeding instituted in connection with this Agreement shall be brought in Ontario and that the courts of Ontario shall have exclusive jurisdiction in respect of any such claim, action, or proceeding.

ASSIGNMENT: Company may not assign this Subscription Agreement. Company acknowledge that the Online Services which form the subject matter of this of this Agreement, were compiled, revised, selected, and arranged by TransCore through the application of methods and judgments developed and applied through the expenditure of substantial time, money, and effort, and constitute valuable copyright including protected compilations, and trade secrets of TransCore. Company agree not to sell, transfer, assign, publish, distribute, disseminate, allow any third-party access to, or convey any part of the Online Database. Company further agrees not to save, or permit any third-party to save, all or any portion of the Software or Online Database. Company shall, however, have the right to print single copies of search results performed or approved reports obtained by Company in the normal course of access in the database.

CHANGES TO AGREEMENT: TransCore may change, modify, add, or remove additions, requirements, or restrictions contained in this Agreement at any time. TransCore shall notify Company in advance of any such changes to the Agreement by posting notices of such changes on its websites at www.transcore.ca, or by sending notice via email or regular mail. Company’s continued use of the Online Services shall be deemed an acceptance by Company of the Agreement as amended. If Company does not agree to one or more of the amendments to the Agreement, Company must immediately cease using the Software and/or Online Services and notify the Company that Company are terminating the Agreement.

HEADINGS: The Headings herein have been inserted solely for the convenience of reference and shall not affect the constitution or interpretation of this Agreement.

LANGUAGE: The Parties confirm that it is their wish that this Agreement be drawn up in English only. Les parties aux présentes confirment que s’est leurs volontées que la présente convention soit rédigée en anglais seulement.

INDEMNIFICATION: Company agree to indemnify and hold TransCore, and its employees, agents, suppliers, subcontractors, harmless from all claims, damages, and other liabilities asserted against or incurred by TransCore which arise from any negligent or intentional act or omission by Company, any other Subscriber, supplier, or any breach by Company of any provision of this Agreement.

LIMITED LIABILITY: IN NO EVENT SHALL TRANSCORE OR ITS EMPLOYEES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OTHER PERCUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ONLINE SERVICES, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE. COMPANY FURTHER AGREE THAT TRANSCORE AND ITS EMPLOYEES, AGENTS, SUPPLIERS, OR SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY CLAIM MADE AGAINST COMPANY BY ANY THIRD PARTY. IF COMPANY’S RIGHTS HEREUNDER ARE GOVERNED BY THE LAWS OF A JURISDICTION WHICH DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO COMPANY OR MAY APPLY ONLY IN PART. TRANSCORE DOES NOT GUARANTEE THE CREDIBILITY OF ANY CONTACT MADE, NOR ANY CONTRACTS OR AGREEMENTS ENTERED INTO, EITHER WRITTEN OR VERBAL, BETWEEN ANY PARTIES AS A RESULT OF THE TRANSCORE’S ONLINE DATABASE.

Company acknowledges that Company has read these Terms and Conditions, and that these Terms and Conditions together with Company’s signup form are the complete and exclusive agreements between Company and TransCore regarding the SYSTEM. This Agreement shall at all times be governed by and construed and interpreted pursuant to the laws of the Province of Ontario, and the laws of Canada applicable therein. Company submits to the jurisdiction of the courts of Ontario, and agrees that any claim, action or proceeding instituted in connection with this Agreement shall be brought in Ontario and that the courts of Ontario shall have exclusive jurisdiction in respect of any such claim, action or proceeding. The headings herein have been inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.