WEB ACCESS AGREEMENT IMPORTANT -- READ CAREFULLY:

This Web Access Agreement ("Agreement") is a legal contract between You, the User, and DATA2LOGISTICS, LLC (including its wholly owned subsidiary, Data2Logistics Europe BV)(“Data2Logistics”) for obtaining access to Data2Logistics’ access-controlled website (“Website”). The Website is designed to provide Data2Logistics’s clients the limited right to use Data2Logistics’ software applications (the “Web Tools”) to access, edit, view online, and print information compiled by Data2Logistics in conjunction with Data2Logistics’ provision of contracted freight bill services (“Services”). This Agreement does not modify in any way the terms of any signed contract you have with Data2Logistics for the provision of Services and applies only to your access and use of the Website and the Web Tools. Clients of Data2Logistics may also authorize its carriers, trading partners and/or subcontractors to access its information solely to assist such users with the provision of its services to such clients. Accordingly, this Agreement sets forth the rights and responsibilities with respect to such third parties’ use of the Website. Clients, carriers, trading partners and subcontractors are all referred to herein as Users.

BY CLICKING THE “I ACCEPT THE TERMS OF THE AGREEMENT” ICON BELOW, OR BY ACCESSING THE WEBSITE OR OTHERWISE USING THE WEB TOOLS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE WEBSITE OR USE THE WEB TOOLS, AND EXIT NOW.

1. Access Conditions and Credentials. Anyone who enters the Website who does not meet the access conditions shall be in trespass of this Website and in violation of this Agreement.

A. By Clients. If you are a Data2Logistics Client (“Client”) , Your access to this Website is restricted solely to persons who (a) are presently employees of a party who has a signed contract with Data2Logistics for the provision of Services, and (b) have properly received a username and password (“Credentials”) from Data2Logistics to access the Data2Logistics Website. Should Client authorize or permit any third party to access the Web Tools on its behalf or otherwise, including by instruction to Data2Logistics to provide proper Credentials, Client represents that it has the rights and authority to permit such access, hereby agrees to defend, indemnify and hold Data2Logistics harmless from and against any claims arising out of or relating to Data2Logistics’ providing such access to Client’s freight data; and Client shall pay all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of attorneys and liquidated damages) brought against and/or incurred by Data2Logistics pursuant thereto.

B. By Carriers. If you are a Client carrier (“Carrier”), Your access to this Website is restricted solely to persons who (a) are presently employees of a party who has a signed contract with Client for the provision of freight services, and (b) have properly received Credentials from Data2Logistics to access the Data2Logistics Website.

C. By Trading Partners and Subcontractors. If you are neither a Client nor a Carrier, Your access to this Website is subject to Data2Logistics’ discretion. If granted, your access is restricted solely to persons who (a) are presently employees of a party who (i) is not a competitor of Data2Logistics and (ii) has a signed contract with Client for the provision of services, and (b) have properly received Credentials from Data2Logistics to access the Data2Logistics Website.

D. Terms Applicable to all Users

(i) All Credentials must be obtained from Data2Logistics, and User agrees that it will not share or re-use Credentials which have not been provided by Data2Logistics

(ii) You shall not grant access to or allow any third party (including any other employees of Company) to use the Credentials issued to You, nor grant access to or allow any third party (including any other of Your employees) to use the Web Tools. You may not link to any page on the web site other than the home page, or frame any material from the Website for use on any other site.

(iii) The password will automatically expire. Data2Logistics reserves the right to grant or deny an extension or reinstatement at its own discretion. Data2Logistics shall have the right to terminate Your access to the Website at its sole discretion at any time and to restrict Your access to various files, pages or locations within the Website.

(iv) You are responsible for all necessary software, hardware, and internet access costs associated with Your access to the Website, including any fees associated with any web browser or Internet service provider used by You to access the Website.

2.Right of Use. Subject to the access conditions above and the terms of this Agreement, DATA2LOGISTICS grants you a limited, personal, nontransferable, revocable, nonexclusive right to operate the Web Tools based upon your User status as follows:

A. Clients: to view on line and to download, and correct data applicable to your company’s freight shipments.

B. Carriers: to view on line data and upload invoices and supporting documents only.

C. Trading Partners and Subcontrators: to view online data only and exchange documents.

D. Terms applicable to all Users

(i) You will not reverse engineer, decompile, screen-scape, or disassemble the Web Tools or any Data2Logistics or third party software located or described on the Website or any part thereof.

(ii) Data2Logistics may provide you with technical support related to the Web Tools but is under no obligation to do so. Should any supplemental software code be provided to you as part of our optional support of the Web Tools such software shall be considered part of the Web Tools and subject to the terms and conditions of this Agreement.

(iii) User agrees to use only those internet browsers which Data2Logistics has certified as compatible with the Website as provided at https://connect.data2logistics.com/Help/Index

(iv) Credentials will be issued, monitored and controlled by Data2Logistics. Data2Logistics reserves the right to deny Credentials at its sole discretion and to terminate any User’s Credentials for any or no reason. Data2Logistics may change Your access to the Web Tools without notice and without liability to You.

3. COPYRIGHT. All title and copyright in and to the Web Tools (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Web Tools) are owned by Data2Logistics or its suppliers. All title and copyrights in and to other contents of the Website are owned by Data2Logistics and/or third party users and are protected by copyright laws and international treaty provisions. Data2Logistics and third party contributors reserve all rights not expressly granted under this Agreement. Any redistribution, retransmission, or republication of any copyrighted material is strictly prohibited without express written consent of the copyright owner.

4. DISCLAIMER OF WARRANTY. THE WEB TOOLS AND THE ACCOMPANYING FILES ARE PROVIDED "AS IS." DATA2LOGISTICS DOES NOT REPRESENT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERRORFREE. DATA2LOGISTICS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WEB TOOLS OR SUCH FILES. DATA2LOGISTICS AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

YOU ASSUME THE ENTIRE RISK OF USING THE WEB TOOLS. IN NO EVENT WILL DATA2LOGISTICS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A DATA2LOGISTICS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to You.

5. MISCELLANEOUS
You will not assign, transfer, timeshare or delegate any rights or duties under this Agreement, except as expressly provided herein or in another written agreement between the parties.

In the event of any dispute involving this Agreement, Data2Logistics and You each consent to exclusive jurisdiction and venue in either the State or federal courts in the State of Florida, and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified, the entire Agreement shall remain in full force and effect. No decision, action or inaction by Data2Logistics shall be construed to be a waiver of any rights or remedies available to it.

If you are located outside of the United States, this Agreement will be enforceable in arbitral proceedings under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by a single arbitrator reasonably acceptable to both parties. The proceedings shall be conducted in the English language in New York, N.Y., U.S.A. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

BY CLICKING THE “I ACCEPT THE TERMS OF THIS AGREEMENT” BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS ABOVE.