Terms and Conditions for FedEx LTLselect Website

THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF LTLSELECT. YOUR VIEWING

OR USE OF THIS SITE WILL CONSTITUTE YOUR AGREEMENT, ON BEHALF OF YOURSELF AND

THE ENTITY YOU REPRESENT (HEREINAFTER COLLECTIVELY "YOU" OR "YOUR"), TO ALL OF THE

TERMS AND CONDITIONS PROVIDED BELOW.

FEDEX MAY MAKE FUTURE CHANGES OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS

AT ANY TIME WITHOUT NOTICE, AND YOUR SUBSEQUENT VIEWING OR USE OF LTLSELECT WILL

CONSTITUTE YOUR AGREEMENT TO THE CHANGES AND MODIFICATIONS. THERE MAY BE

ADDITIONAL TERMS AND CONDITIONS PROVIDED THROUGHOUT LTLSELECT GOVERNING YOUR

USE OF PARTICULAR FUNCTIONS, FEATURES, INFORMATION AND APPLICATIONS AVAILABLE

THROUGH LTLSELECT.

1. Definitions

2. Use of LTLselect

3. LTLselect Login Registration

4. Changes to LTLselect

5. Termination of use

6. Ownership

7. Disclaimer of warranty

8. Limitation of Liability

9. Indemnity

10. Links to other web sites

11. Privacy Notice

12. Export

13. Controlling Law and Severability

14. Terms of Carriage

15. Acceptable Use

16. Contacts

17. Courtesy Rate Quote

18. FedEx Tracking Signature Proof of Delivery

19. FedEx Tracking Updates

20. SMS Text Messaging

Section 1. Definitions.

Content: information, graphics, products, software, features, functionality, services, and links.

FedEx: FedEx Freight, Inc., its parent and its parent's subsidiary companies

Freight Company: a company which provides shipping transportation services (and may include FedEx)

which you elect to integrate and interact with via LTLselect.

including: is illustrative, rather than exhaustive, and means “including, without limitation.”

LTLselect: the FedEx provided Content that constitutes this website.

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Section 2. Use of LTLselect.

LTLselect is provided solely for the use of current and potential FedEx customers to interact with FedEx

and other Freight Companies. LTLselect may not be used by any other person or entity, or for any other

purpose. Specifically, all shipping, tracking, rating, receiving FedEx invoices and remitting payment using

electronic funds transfer ("EFT"), drop-off location, identifying and preparing international documents,

estimating duties and taxes, and other information and services may only be used by current and potential

FedEx customers for their own shipments. Use of LTLselect to provide information to or prepare shipments

by or for the benefit of third party shippers is expressly prohibited.

The use of non-authorized scripting technologies to obtain information from LTLselect or submit information

through LTLselect is strictly prohibited.

FedEx does not accept ideas, concepts, or techniques for new services or products through LTLselect. If

such information is received, it will not be considered confidential and FedEx will be deemed free to use,

communicate and exploit such information in any manner it chooses.

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Section 3. LTLselect Login Registration.

You must register on LTLselect to access interactive features on LTLselect. The availability of services

available through LTLselect varies by country and Freight Company (including, FedEx). In the future, FedEx

may add other features that may be accessed through LTLselect Login. In such event, previously registered

users will not be required to re-register.

By registering on LTLselect, You agree to provide accurate and current information about yourself as

prompted by the LTLselect Login Registration pages and maintain and promptly update your online profile

information to keep it accurate and current.

You agree to register only for LTLselect services offered by those Freight Companies which you utilize.

You will need to arrange to have Content offered by other Freight Companies integrated into LTLselect

through a third party. You may need to agree to additional terms and conditions in order to access or use

the Content of Freight Companies. If such Freight Company is not FedEx, FedEx is not a party to such

agreement and you must work directly with such Freight Company regarding issues you have with its

Content.

When you register using LTLselect Login Registration, You will select a user ID and password. You are

responsible for maintaining the confidentiality of the password and user ID, and you are responsible for all

activities that occur under your password and user ID. You agree to (a) immediately notify FedEx of any

unauthorized use of your user ID and password, and (b) ensure that you exit from Your LTLselect session

at the end of each visit.

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Section 4. Changes to LTLselect.

LTLselect may be changed, deleted or updated at any time without notice.

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Section 5. Termination of Use.

FedEx may discontinue, suspend or modify LTLselect at any time without notice, and FedEx may block,

terminate or suspend your and any user's access to LTLselect at any time for any reason in its sole

discretion, even if access continues to be allowed to others.

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Section 6. Ownership.

LTLselect and its Content are protected by United States and international copyright, trademark and other

laws.© FedEx. All rights reserved. Specifically, FedEx does not convey to anyone, through allowing access

to LTLselect, any ownership rights in LTLselect or in any Content appearing on or made available through

LTLselect. Customer may not copy, modify, translate, transmit, distribute, adapt, reproduce, decompile,

reverse engineer or disassemble any part of LTLselect or any Content.

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Section 7. Disclaimer of Warranty.

LTLSELECT AND ITS CONTENT ARE PROVIDED "AS IS". FEDEX AND ITS LICENSORS DISCLAIM

ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET

ENJOYMENT, TITLE AND NON-INFRINGEMENT, REGARDING LTLSELECT AND ANY CONTENT AND

YOUR ABILIITY OR INABILITY TO USE LTLSELECT OR ANY CONTENT.

FEDEX DOES NOT WARRANT THAT LTLSELECT WILL MEET ANY OR ALL OF YOUR

REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR

THAT ANY DEFECT WITHIN LTLSELECT WILL BE CORRECTED. FURTHERMORE, FEDEX DOES NOT

WARRANT NOR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF YOUR USE OF

LTLSELECT IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR

OTHERWISE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY

FEDEX OR AN AUTHORIZED REPRESENTATIVE OF FEDEX SHALL CREATE A WARRANTY.

LTLSELECT PROVIDES ACCESS TO INFORMATION PROVIDED BY THIRD PARTIES, INCLUDING

FREIGHT COMPANIES. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN THIS

SECTION, FEDEX MAKES NO REPRESENTATION OR WARRANTIES REGARDING THOSE FREIGHT

COMPANIES OR THE CONTENT OR SERVICES (INCLUDING TRANSPORTATION SERVICES)

PROVIDED BY SUCH FREIGHT COMPANIES.

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Section 8. Limitation of Liability.

USE OF LTLSELECT AND ANY CONTENT IS AT YOUR SOLE RISK. FEDEX WILL IN NO EVENT BE

LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY DIRECT,

INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES UNDER ANY THEORY OF LAW

FOR ANY ERRORS IN OR THE USE OF OR INABILITY TO USE LTLSELECT AND ITS CONTENT OR

THE CONTENT OF OTHER FREIGHT COMPANIES INCLUDING WITHOUT LIMITATION, DAMAGES

FOR LOST PROFITS, BUSINESS, DATA, OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF YOU

HAVE ADVISED FEDEX OF THE POSSIBILITY OF SUCH DAMAGES.

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Section 9. Indemnity.

You agree to defend, indemnify and hold harmless FedEx, its parent and affiliate companies and their

respective officers, directors, employees, agents and representatives from any and all claims arising out of

Your breach of any of these terms and conditions, and any of Your activities conducted in connection with

LTLselect (including, (a) Your Content; (b) any infringement or misappropriation of any intellectual property

rights by You or Your Freight Companies in connection with Your use of LTLselect; (c) any violation of law

by You or Freight Companies in connection with use of LTLselect; or (d) Your use of any non-FedEx

Content).

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Section 10. Links to other web sites.

There are links on the LTLselect site that allow you to visit the sites of third parties, including Freight

Companies. Neither these sites nor the companies to whom they belong are controlled by FedEx. FedEx

makes no representations concerning the Content provided or made available on such sites nor the quality

or acceptability of the Content or other products or services offered by any persons or entities referenced

in any such sites.

FedEx has not tested and makes no representations regarding the correctness, performance or quality of

any Content found at any such sites or integrated into LTLselect. You should research and assess the risks

which may be involved in accessing and using any Content on the Internet before using it.

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Section 11. Privacy Notice.

The FedEx Privacy notice governs FedEx’s use of information acquired from you through LTLselect.

Information that is transmitted to or processed by Freight Companies (other than FedEx) which you elect

to integrate into LTLselect is subject to the privacy notice or policy of the applicable Freight Company.

You are solely responsible for Your Content. Except as provided by the Privacy Notice, You are responsible

for protecting the security of Your Content, including any access to Your Content that You might provide to

Your employees, customers or other third parties, and when it is in transit to and from LTLselect.. You must

take and maintain appropriate steps regarding the security, protection and backup of Your Content, which

might include the use of encryption technology to protect Your Content from unauthorized access. You are

responsible for providing any necessary notices to users and recipients, and for obtaining any legally

required consents from users and recipients, concerning your or their use of LTLselect. You are responsible

for complying with any laws or regulations that might apply to Your Content. You are responsible for any

losses or other consequences arising from your failure to encrypt or back up Your Content.

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Section 12. Export.

You assume all responsibility for compliance with all laws and regulations of the United States and any

other country from which You may access LTLselect regarding access, use, export, re-export and import

of any Content appearing on or available through LTLselect.

You acknowledge and agree that You will not export or import any Content to any country to which export

or import is restricted under United States law, that You are not a national of any such country, You are not

a Denied Party listed on the U.S. Denied Persons List, You are not a Special Designated National on the

U.S. Treasury Department's list of Specially Designated Nationals, and that the Content will not be used in

the design, development or production of nuclear, chemical or biological weapons.

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Section 13. Controlling Law and Severability.

This Agreement and Your use of LTLselect is governed by and construed in accordance with the laws of

the United States and the State of Tennessee, excluding its conflict of laws provisions. If for any reason a

court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be

unenforceable, that provision shall be enforced to the maximum extent permissible.

Any cause of action with respect to LTLselect or this Agreement must be instituted within one year after the

claim or cause of action has risen or be barred and must be brought in a court of competent jurisdiction

within Shelby County, Tennessee. This Agreement may not be changed or modified without the written

consent of FedEx.

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Section 14. Terms of Carriage.

(i) Customer agrees that domestic and international carriage by FedEx of any shipments tendered

to FedEx using LTLselectshall be in accordance with the terms, conditions and limitations of

liability set out on the NONNEGOTIABLE Air Waybill, Label, Manifest, or Pick-Up Record

(collectively "Shipping Documentation") and as appropriate any transportation agreement

between Customer and FedEx covering such shipment and in any applicable tariff, or Standard

Conditions of Carriage, copies of which are available upon request, and which are incorporated

into this Agreement by reference. If there is a conflict between the Shipping Documentation

and any such document then in effect or this Agreement, the transportation agreement, tariff,

Standard Conditions of Carriage, or this Agreement will control, in that order of priority..

(ii) In the event Customer uses LTLselect to process shipments tendered to FedEx for delivery to

locations outside the United States or country of shipment origin, Customer will, at Customer's

sole expense, assure that the terms and conditions of international carriage supplied by FedEx

from time to time (and which may be amended or modified from time to time at FedEx's sole

discretion) are placed on the Shipping Documentation as may be instructed by FedEx, for all

such international shipments. Customer will defend, indemnify and hold harmless FedEx, its

officers, directors, employees and agents from and against any and all losses, damages, claims

and other items of cost and expense arising out of Customer's failure to apply the international

carriage terms to the Shipping Documentation for such international shipments, including

without limitation claims from the recipient of any shipment, and Customer's failure to follow

FedEx's instructions in regard to the placement of the terms on the Shipping Documentation

for such international shipments.

(iii) Printed Signature. Customer acknowledges that if LTLselect is used to process shipments to

locations outside the United States or country of shipment origin, Customer must enter the

name of the person completing the Shipping Documentation to print in lieu of its manual

signature on the Shipping Documentation, as applicable, for all shipments tendered by

Customer to FedEx using LTLselect. Customer further acknowledges that such printed name

shall be sufficient to constitute the Customer's signature, and Customer's acceptance of

FedEx's terms and conditions of carriage contained in the applicable transportation agreement,

tariff, Standard Conditions, or Shipping Documentation, under which the shipment is accepted

by FedEx, or its independent contractor.

(iv) Unless otherwise indicated, the shipper's address indicated on the face of any Shipping

Documentation is the place of execution and the place of departure and the recipient's address

listed on the face of the Shipping Documentation is the place of destination. Unless otherwise

indicated on the face of the Shipping Documentation the first carrier of all shipments is FedEx

Freight, Inc. 1715 Aaron Brenner Drive, Suite 600, Memphis, Tennessee 38120.

(v) The terms and conditions for using the delivery and related services of other Freight

Companies are contained in your agreement with such Freight Company.

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Section 15. Acceptable Use

General Restrictions. You may not: (a) resell or sublicense LTLselect; or (b) use or access LTLselect: (i)

in a way prohibited by law, regulation, governmental order or decree; (ii) to violate any rights of others; (iii)

to try to gain unauthorized access to, test the vulnerability of, or disrupt LTLselect or any other service,

device, Content, account or network; (iv) to spam or distribute malware; (v) in a way that could harm

LTLselect or impair anyone else’s use of it; (vi) in a way intended to work around LTLselect’s technical or

usage limitations; or (vii) in any application or situation where failure of LTLselect could lead to the death

or serious bodily injury of any person, or to severe physical or environmental damage. All of the foregoing

restrictions apply to LTLselect as a whole or any part of LTLselect. You must ensure that your users comply

with the terms of this Agreement, and you agree that if you become aware of any violation by one of your

users, you will immediately terminate that user’s access to LTLselect. If FedEx have reason to believe that

you or your users have breached this Agreement, FedEx or our designated representative may review your

use of LTLselection, including your account, Your Content, and Your records, to verify your compliance

with this Agreement.

Content Restrictions. You will not, and none of Your users will, transmit, post, submit or otherwise provide

Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death,

disability, disfigurement, or physical or mental illness to anyone; (b) may create a risk of any other loss or

damage to any person or property; (c) may constitute or contribute to a crime or tort; (d) contains any

information or content that is illegal, unlawful, harmful, abusive, pornographic, racially or ethnically

offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to

other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; or (e) contains any

information or content that You do not have a right to make available under any law or under contractual or

fiduciary relationships. You are responsible for any content, product or service that a third party licenses,

sells or makes available to you that you install or use with LTLselect. Your use of that Content, product or

service is governed by separate terms between you and that third party. FedEx is not a party to and are not

bound by any of those separate terms. You represent and warrant that Your Content does not and will not

violate any third-party rights, including any intellectual property rights, and rights of publicity and privacy.

You will ensure that your use of LTLselect complies at all times with your privacy policies and all applicable

laws and regulations, including any encryption requirements.

Violations of Acceptable Use. If you become aware that any of Your Content or any user’s access to or

use of Your Content violates this section, you will take immediate action to remove the applicable part of

Your Content or suspend the user’s access. FedEx may also ask you to take action within a certain time

period, and if you fail to comply with the request, FedEx may suspend your account.

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Section 16. Contacts.

Subject to the terms listed here, contacts and contact related information will remain in your account as

long as you use LTLselect. If you do not use LTLsection for a period of 6 months, FedEx will delete your

contacts and contact related information.

However, FedEx will not delete Your LTLselect account. If you have any concerns, please email FedEx at

webmaster@LTLselect.com. The contact feature is provided free of charge by FedEx. You should maintain

a back-up copy of your contacts and contact related information as FedEx will not be responsible for the

loss of contacts or contact related information contained in the contact feature. FedEx may modify or

terminate this feature at any time for any reason.

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Section 17. Courtesy Rate Quote.

The courtesy rate reflected by the courtesy rate quote on LTLselect, if shown, may be different than the

actual charges for your shipment. Differences may occur based on actual weight, dimensions, and other

factors. For shipments transported by FedEx, consult the applicable transportation agreement, Shipping

Documentation, or the FedEx Rate Sheets for details on how shipping charges are calculated. For

shipments transported by other Freight Companies, consult your agreement(s) with the applicable Freight

Companies.

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Section 18. Verification.

FedEx has the right to verify your compliance with this Agreement. If FedEx seek to verify that compliance,

you will provide information or other materials reasonably requested by FedEx to assist in the verification.

FedEx monitors the overall performance and stability of the infrastructure of LTLselect. You may not block

or interfere with that monitoring. If FedEx reasonably believes a problem with LTLselect may be attributable

to Your Content or Your use of LTLselection, You will cooperate with FedEx to identify the source of and

resolve that problem.

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Section 19. FedEx Tracking Updates.

In addition to the LTLselect Terms of Use, the following additional terms and conditions govern the access

and use of this tracking update subscription application to request tracking information updates ("Tracking

Updates"). With respect to Tracking Updates regarding shipments transported by FedEx, the following

applies: FedEx authorizes You to request Tracking Updates for a shipment for which You are the shipper,

recipient or third-party payor and You agree to only request Tracking Updates for a shipment for which You

are the shipper, recipient, or third-party payor subject to these Terms and Conditions. You acknowledge

and agree that Tracking Updates are the private property of FedEx, are provided to you free of charge and

that any use of Tracking Updates information is at your sole risk. With respect to Tracking Updates

regarding shipments transported by other Freight Companies, consult your agreement(s) with the

applicable Freight Companies. In all events, Tracking Updates are provided "AS IS" and FedEx disclaims

all Warranties or conditions, Express or Implied.

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Section 20. Text messaging functionality.

You will not send text messages to any party who has not consented to receive messages from you. You

represent, warrant and covenant that the recipient of any text message has given you prior consent to

receive such messages. Third-party text messaging service providers may charge a fee for this service.

This charge is in addition to any charges from your mobile carrier. You alone are responsible for payment

of such charges, including those incurred by the recipient of your message.

Privacy Policy Notice for FedEx LTLselect Website

(December 2017)

LTLselect is a cloud-based multi-carrier Transportation Management System provided at no cost

This website is owned and operated by FedEx and provides an Internet platform for you to

search for, compare, and contract with freight carriers for your transportation needs.

Because this website involves carriers that compete with FedEx (and also collect transactional

information about shippers that compete against each other), please note that the carriers on this

website will not agree, discuss, or exchange information on any of the following topics:

▪ prices, quantities, and major terms & conditions;

▪ capacity or utilization rates;

▪ who should bid or win RFQs, and bidding strategies;

▪ whether to refuse or cease to buy from, sell to, or otherwise deal with a supplier or

customer commercially;

▪ detailed transactional information and procurement, sales, or production plans and

forecasts of any of the above.

Additionally, since this website provides a comparison-shopping service connecting buyers and

sellers, there will not be favoritism shown to any seller(s) or buyer(s) over others. Shippers will

not have access to which carriers other shippers consider / compare.

Our services are provided to Customers within the United States, and this Privacy Notice is

governed by U.S. legal requirements. If you access our services from outside the U.S., such as by

using our websites, you agree to the application of U.S. law. The Privacy Notice was posted and

is effective as December 1, 2017. We reserve the right to change our Privacy Notice at any time.

What Information We Collect

“Personal Data” is any information that can directly or indirectly be used to identify a natural

person, which may include name, physical and mailing address, email address, billing

information, business profile, telephone number, purchasing history and product and service

preferences.

Why We Collect Your Information

This website/service enables both carriers and shippers to establish an account, compile various

categories of data about the carriers and shippers from them and third parties, and provide a

FedEx-designed web interface by which a subscribing shipper can describe transportation

requirements, search for a carrier able to provide that transportation service, compare the prices

and features offered by various carriers, and interact with a selected carrier to buy (contract for)

the desired transportation.

How We Collect Your Information

You voluntarily share information.

There is some information that you voluntarily share with us. This includes information used to

provide you services or to create an account on our websites. Some examples of information you

share with us include the following:

• Name, address, phone and email

• Shipping preferences

We collect some information automatically when you visit this website through the use of

cookies and other technology.

When you visit this website, we collect your IP address and other information about you, as we

do with other visitors to the website. Examples of information we may automatically collect

when you visit our websites, access our mobile apps or open one of our emails include:

• Internet Protocol address

• Unique device or user ID

• System and browser type

• Referring website address

• Content and pages you access on our websites

• Dates, times and locations when actions take place

How Is Your Information Shared?

Although FedEx has access to your data, it will only be shared with third parties to provide you

with the services offered on LTLselect, complying with laws, or preventing crimes (see section

below).

Complying with Laws and/or Preventing Crimes

We may share your information in response to subpoenas, court orders, or other legal process; to

establish or exercise our legal rights; to defend against legal claims; or as otherwise required by

law. In such cases, we reserve the right to raise or waive any legal objection or right available to

us.

We may also share your information when we believe it is appropriate to investigate, prevent, or

take action regarding illegal or suspected illegal activities; to protect and defend the rights,

property, or safety of our company or this website, our customers, or others; and in connection

with our Terms of Service and other agreements.

How We Protect Your Information

Do Not Track

Do Not Track (DNT) is a privacy preference that you can set in certain web browsers. When you

turn on DNT, the browser may send a signal or other message to web services requesting that

they not track you. At this time, our information collection practices will continue to apply as

described in this Privacy Notice, regardless of any DNT signals that are sent by certain browsers

or selected by you. For more information about DNT, please visit AllAboutDNT.org.

Children’s Online Privacy

Our websites are for a general audience and are not geared toward children. We do not

knowingly or intentionally collect Personal Data from children under age 16. If you are under the

age of 16, please do not submit any Personal Data to us, and rely on a parent or guardian to assist

you. If you believe your child may have disclosed personally identifiable information to us,

please contact us at dataprivacy@fedex.com and we will remove it.

Frequently Asked Questions

What happens when I leave a Digital Platform to visit a linked Web site?

A cookie is a series of data characters that, when programmed into a web site, is placed by the

web server into the browser's application folder on your computer. Once placed onto your

machine, the cookie will allow the website to "recognize" your computer or mobile device.

In addition to the information provided above, cookies are used to achieve several goals. The

first is to provide LTLselect with the capability to personalize information for visitors to this

website. Cookies can also help us recognize you as a previous visitor and remember any

preferences that may have been set when you previously visited our website using the same

browser.

In some instances, cookies are used to allow LTLselect the opportunity to associate individual

customers with their information profiles. For example, through the use of cookies, this website

can "remember" your user ID when you login on your computer. Personal Data may also be

combined with Device Data to provide you with more customized content. For example, when

you access a page on this website, a cookie is automatically set by us, or our service providers to

recognize your browser as you navigate on the Internet.

What are cookies and how does LTLselect use them?

Certain components of the website consists of or includes products and services hosted by third-

party businesses. When you access one of these third-party components, the only information

transferred to the third-party is the fact that you came from this website. This practice allows the

third-party to monitor its own website traffic, but does not provide them with any information

about you, other than as stated above. Once you leave this website, the third-party may monitor

its own website traffic and may install other cookies or web beacons in order to collect

information about you. LTLselect is not responsible or liable for the independent activities or

privacy policies at third-party sites. You should consult the privacy policies and other terms and

conditions at those sites to determine how your information may be used and the practices of

those third party sites.

Can cookies be removed from my computer?

Yes, cookies can be removed from your computer. Also, depending on what type of web browser

and what browser version you are using, you may be able to change the properties on your

cookie file so that cookies are not used or saved. Please check with your browser provider for

more information on removing cookies. Please note that if you refuse to accept cookies, you may

not be able to access many of the tools offered on or through this website.

Who can I contact with my questions?

You can email support@LTLselect.com

Terms and Conditions for project44 API Technology

1.0 SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of this Agreement, p44 will provide Customer with access to the Services through the internet. The

Services are subject to modification from time to time at p44’s sole discretion, for any purpose deemed appropriate by p44, provided that such

modification will not materially affect the basic functionality of the Services. p44 will use reasonable efforts to give Customer prior written

notice of any such modification.

1.2 p44 will undertake commercially reasonable efforts to make the Services available in accordance with the SLA attached as Exhibit A.

Notwithstanding the foregoing, p44 reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance,

or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to p44.

1.3 Subject to the terms hereof, p44 will provide reasonable support to Customer for the Services from Monday through Friday during p44’s

normal business hours.

2.0 RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the

source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);

modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau

purposes or for any purpose other than its own use for the benefit of End Users; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual

property, consumer and child protection, obscenity or defamation).

2.2 Subject to the restrictions set forth in Section 4, (a) Customer will use reasonable efforts to actively market the Services, and will ensure that its marketing and advertising efforts will not be contrary to the interests of p44 and will preserve the professional image and reputation of p44 and

the Services and (b) Customer will attribute the Services in Customer’s marketing and operational materials and websites by displaying that such

services are “Powered by p44.” Except as otherwise agreed in writing, each party shall be responsible for its own costs and expenses in connection with any marketing activities. p44 will, in its sole discretion, determine the nature and extent of its marketing efforts regarding the

Services in p44's own business judgment and discretion.

2.3 Customer will cooperate with p44 in connection with the performance of this Agreement by making available such personnel and information

as may be reasonably required, and taking such other actions as p44 may reasonably request. Customer will also cooperate with p44 in

establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer also agrees to send project44-provided information to each Customer carrier for the purpose of ensuring that

Customer carriers maintain and support the API infrastructure required to support the Services. This includes but is not limited to, sending a

project44 provided template to each Customer carrier prior to using the Services. Customer agrees that SLAs in Exhibit A will not be enforceable

if Customer does not comply with carrier outreach.

2.4 Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may

change the individual designated as Primary Contact at any time by providing written notice to p44.

2.5 Customer hereby agrees to indemnify and hold harmless p44 against any damages, losses, liabilities, settlements and expenses (including

without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or

otherwise from Customer’s use of Services. Although p44 has no obligation to monitor the content provided by Customer or Customer’s use of the Services, p44 may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in

violation of the foregoing.

2.6 Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and

user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

2.7 Customer acknowledges and agrees that the Services operates on or with or using application programming interfaces (APIs) and/or other

services operated or provided by third parties (“Third Party Services”). p44 is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is

solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or

conditions thereof. p44 does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and

is governed by such third party’s terms and conditions.

3.0 CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information

relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The

Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to

protect against disclosure or unauthorized use of such Proprietary information that the party takes with its own proprietary information, but in no

event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without

any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or

(c) was rightfully disclosed to it [without restriction] by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information

pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such

disclosure to contest such order. In any event, p44 may collect data with respect to and report on the aggregate response rate and other aggregate

measures of the Services’ performance.

3.2 Customer acknowledges that p44 does not wish to receive any Proprietary Information from Customer that is not necessary for p44 to

perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, p44 may reasonably presume that any unrelated

information received from Customer is not confidential or Proprietary Information.

3.3 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is

approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis

as reasonably necessary to potential investors or acquirors.

4.0 INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly set forth herein, p44 alone (and its licensors, where applicable) will retain all intellectual property rights relating to the

Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer

or any third party relating to the Service and/or the Software, which are hereby assigned to p44. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any

rights of ownership in or related to the Service or Software, or any intellectual property rights.

4.2 During the Service Term and for a period three years thereafter, Customer hereby agrees to furnish and make available to p44 all of the data

and information described on Exhibit B attached hereto and made a part hereof (the “Data”). The Data shall be transmitted or made available to

p44 with such frequency and in such format as p44 shall reasonable designate. If requested by p44, Customer shall provide the Data to p44 in accordance with the parameters, protocols and procedures as p44 shall reasonably establish. Such operational arrangements do not need to be

signed as a supplement or amendment to this Agreement. All data sent electronically shall be transmitted in accordance with these operational

arrangements. Each party, at its own expense, shall provide and maintain the equipment, software, services and testing necessary to effectively and reliably transmit and receive data. Customer agrees that, during the period it is obligated to provide Data to p44 hereunder, Customer will

not transmit, provide or make available the Data to any third party in any form, or otherwise commercially exploit the Data in a manner that is

reasonably likely to be competitive with or erode the value of p44’s services and products.

4.3 p44 is hereby granted the right to use and use and exploit the Data in aggregated, unidentifiable form together with similar data furnish by

third parties, provided that the Data will not constitute in excess of twenty percent (20%) of any such combined data set, for the purpose of

providing and improving the Services and for developing and delivering any service or product (including informational products) that may from time to time be offered or developed by p44. Without limiting the generality of the foregoing permitted uses of the Data, p44 may: (i) combine

the Data with the data and information of third parties; (ii) sell and/or sublicense the Data, whether standing alone or in combination with the data

and information of third parties, to third parties; and (iii) create derivative works of the Data to develop products and data streams for marketing

and sale to customers of p44.

4.4 Customer grants p44 the right to use Customer’s name and logo on p44’s website and/or in p44 marketing materials, solely to identify

Customer as a Services user. Customer also agrees to participate in a case study and provide a testimonial upon the successful deployment of the

Services. Any other use of Customer’s name or logo must be pre-approved in writing by Customer.

5.0 PAYMENT OF FEES

5.1 Customer will pay p44 the applicable fees as set forth on the Order Form (the “Fees”). To the extent applicable, Customer will pay p44 for additional services, such as integration fees or other consulting fees. All payments will be made in accordance with the Payment Schedule and

the Method of Payment. If not otherwise specified, payments will be due within thirty (30) days of invoice.

5.2 Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all

expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or

provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on

p44's net income) unless Customer has provided p44 with a valid exemption certificate. In the case of any withholding requirements, Customer

will pay any required withholding itself and will not reduce the amount paid to Customer on account thereof.

6.0 TERMINATION

6.1 Subject to earlier termination as provided below, this Service Agreement is for the Service Term as specified in the Order Form.

6.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service

Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the

breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice,

(i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an

assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.

6.3 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without

limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of

liability.

7.0 WARRANTY DISCLAIMER

THE SERVICES AND p44 PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. p44 (AND ITS AGENTS, AFFILIATES, LICENSORS AND

SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.0 LIMITATION OF LIABILITY

IN NO EVENT WILL p44 (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT,

PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR

ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR

ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES,

WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF p44 HAS

BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF p44, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER

OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO p44 HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE

DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING

ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.0 U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions,

laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled

Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an

embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated

Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is

representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S.

Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by p44 are “commercial items”

and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release,

performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be

governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this

Agreement.

10.0 MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or

sublicensable by Customer except with p44’s prior written consent. p44 may transfer and assign any of its rights and obligations under this

Agreement with written notice to Customer. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings

relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as

otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind p44 in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the

prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to

have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. p44 will not be liable for any loss resulting from a

cause over which it does not have direct control. This Agreement will be governed by the laws of the State of Illinois, U.S.A. without regard to

its conflict of laws provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive

Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules.

The arbitration shall take place in Cook County, Illinois, USA, in the English language and the arbitral decision may be enforced in any court. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to

exclusive jurisdiction and venue in the state and Federal courts located in Chicago, Illinois. The prevailing party in any action or proceeding to

enforce this Agreement will be entitled to recover costs and attorneys’ fees.. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by p44. p44 is permitted to disclose that Customer is one of its customers to any third-party at

its sole discretion.

1. AVAILABILITY

a. Definitions.

i. “Target Availability” will mean 99.8% Availability of the Services.

ii. “Availability” will be calculated monthly as a percentage using the following formula:

1. the total number of Available Hours for the month converted into minutes

2. minus the total number of minutes of Unavailability and the result divided by

3. the total number of Available Hours for the month converted into minutes.

iii. “Available Hours” in a month means the total number of hours in the month (24 hours per day, seven days per week) minus any time during such month which there is an Extraordinary Circumstance [or routine

maintenance].

iv. “Unavailability” shall be defined as any period of time, in excess of 600 seconds, during which the Service is either unreachable or responds to all valid requests with invalid responses for all of Client’s Internal Users, for

reasons attributable to p44 or its third-party hosting p44. The failure or unavailability of one or more third-party

Carrier and other providers which are supported by the Service shall not be counted as Unavailability

hereunder.

v. “Extraordinary Circumstances” include fire, flood, earthquake, elements of nature or acts of God, acts of war,

terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like) or any other cause

beyond p44’s reasonable control

vi. All periodic routine maintenance by p44 of its systems or the Services shall be conducted during weekends or on weekdays outside of the hours of 8:00am to 12:00am EST. p44 shall make commercially reasonable efforts

to notify Client of any emergency maintenance as soon as practicable.

b. p44 will use commercially reasonable efforts to achieve the Target Availability in each calendar month, exclusive of

Extraordinary Circumstances.

c. In the event p44 fails to meet the Target Availability in any month, p44 will reimburse to Client an amount (“Availability

Payment”) equal to the pro-rated Services Fee for a period of time which varies according to the actual Availability

achieved of the Service for that month, as follows:

Availability (Actual) Pro-Rated Services Fee

At least 98% but less than 99.8% 1 day

At least 95% but less than 98% 3 days

At least 90% but less than 95% 7 days

Less than 90% One-half month

To receive an Availability Payment Client must a) must have complied with all project44 requests to provide information to Customer carriers, as

described in Section 2.2 b) provide written notice to p44 of the purported failure within 5 days following the end of the applicable month.

Notwithstanding the foregoing, in no event shall aggregate Availability Payments made to Client hereunder in any twelve (12)-month Term exceed one-half of Client’s Services Fee for such Term. Notwithstanding anything to the contrary in the Agreement, the forgoing Availability

Payments shall be Client’s sole and exclusive remedies arising from or relating to any failure of p44 to meet the Target Availability.

2. SUPPORT

a. p44 will provide Client with support via e-mail, to assist Client in using the Services, identifying, reproducing, and

verifying problems with p44’s Services, and to provide Client with work-arounds or other available solutions. Client agrees

to make reasonable efforts to resolve technical support problems before contacting p44.

i. Support is available via email at support@p-44.com during the hours of 9:00AM – 6:00PM CST, Monday –

Friday (excluding p44 holidays).

EXHIBIT B

DATA

1. RATING

a. Origin and Destination

i. 5-Digit Zip Code ii. City

iii. State

b. Shipment characteristics

i. Weight

ii. Dimensions

iii. Freight class iv. Quantities

c. Pickup date

d. Carrier's rate e. Carrier transit time

2. DISPATCH

a. Origin and Destination (city, state, zip code) b. Shipment characteristics

i. Weight

ii. Dimensions iii. Freight class

iv. Quantities

v. Item description c. Pickup date

d. Delivery date (if appointment is used)

e. Transit time f. Quote Number

3. TRACKING

a. Shipment status and timestamps b. Shipment location (when available, defined as one of the following)

i. Address (City, State, Zip)

ii. Carrier Terminal (known location) c. Delivery time