BROKERPRO SOFTWARE LICENSING AGREEMENT (SLA)

This software license agreement (Agreement) is a legal agreement between you ("you", “user”, "licensee"), and INFINITY SOFTWARE SOLUTIONS, INC. (ISS, we, our or us) that describes the terms and conditions applicable to your use of the BrokerPro Transportation Management Software (“the Software”). By signing below or clicking “I ACCEPT” on the BrokerPro.com website subscription signup page, you indicate that you have read and understood and assent to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever regarding the Software and you will not be allowed access to or use of the Software.

1. LICENSE GRANTED

Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, ISS grants you a personal, limited, non-exclusive, non-transferable license, during the initial term of the Subscription and any Renewal Term to electronically access and use the Software for which the applicable fee has been paid by you.

The term Software may also include any other programs, tools, internet-based services, components, 3rd party programs, and any updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that ISS provides or makes available to you.

2. RESTRICTIONS

You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other ISS systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the BROKER PRO website; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by ISS’s other licensees or customers, or impose an unreasonable or disproportionately large load on ISS’s infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Agreement.

3. RESERVATION OF RIGHTS AND OWNERSHIP

The Software is licensed, not sold, and ISS reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. ISS and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of ISS.

4. SUBSCRIPTION

The Software is licensed on a subscription basis; billable in 3 (three), 6 (six), and 12 (twelve) month increments. The Software will be deemed accepted by you upon acceptance of this Agreement and payment of the subscription fee for the Software, selected optional features, setup fees, etc. Access to the Software will begin after your acceptance of this Agreement and after ISS receives and processes all the information, including the credit card or bank account information requested by the registration process. You must have a valid credit card or a valid debit card (Visa, MasterCard, American Express, or Discover) to obtain access to the Software. The payment information you provide must be accurate and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly subscription term (Renewal Term) at the then-current subscription rate to maintain access to the Software.

5. REGISTRATION

You must register to use the Software and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or ISS has reasonable grounds to suspect is inaccurate, not current or incomplete, ISS may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).

6. PRIVACY

For details about ISS’s privacy policies, please refer to the Privacy Policy on the ISS website. You agree to be bound by the applicable ISS Privacy Policy, as it may be amended from time to time in accordance with its terms.

7. MAINTENANCE & UPDATES

From time to time, ISS may provide, at no additional charge to Licensee, updated, corrected or enhanced versions of the Software. Such enhancements may include modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.

8. SUPPORT

ISS will provide reasonable technical support via the Internet, email and telephone. Support via telephone is available between the hours of 8am to 5pm, Monday through Friday, Central Standard Time. Telephone support is not available at other times as our offices may be closed. Support provided via Internet or email is accepted 24/7, however please allow up to 24 hours for a response to submitted issues. ISS encourages the user to make use of our online support and training documentation, FAQ’s, and videos that should answer any question that might arise.

Reasonable support is defined as support of a technical nature pertaining directly to the functionality or use of the Software. Support does not include diagnosing or correcting issues not related to the functionality of the Software, such as issues with the user’s computer equipment, network or internet connection, etc.

Support does not include training or working with a User’s IT department to diagnose issues not related to the functionality of the Software. Paid support and training is available at the rate of $145.00 per hour and must be scheduled and paid for ahead of time.

9. CANCELLATION AND REFUNDS

You may cancel your subscription within 3 (three) business days of the date of establishing the subscription for a full refund minus any setup or customization fees that may have been assessed to your account. After the initial 3 day cancellation period no refunds are granted. You may close your account at any time by contacting our support department at support@brokerpro.com. Closing your account does not entitle you to a refund, either in full or prorated, but will terminate future automatic renewals and subsequent billings.

10. AUTOMATIC RENEWALS

Except as otherwise specified on the order form all subscriptions shall automatically renew for additional periods equal to the expiring subscription term. Customers must contact support@brokerpro.com at least 14 business days prior to the contract automatic renewal date to terminate the account without charge or penalty. Once a subscription has been automatically renewed no refunds are granted.

11. MEMBER ACCOUNT, PASSWORD AND SECURITY

User will receive a password and account designation upon completing the Subscription Enrollment process. User is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under their password or account. User agrees to: immediately notify ISS of any unauthorized use of password or account or any other breach of security, and ensures that he will out from your account at the end of each session. ISS cannot and will not be liable for any loss or damage arising from User’s failure to comply with this Section 9 or from any loss or damage arising from the actions of any third party.

12. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISS, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. ISS DOES NOT WARRANT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, ISS DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO ANY TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

13. LIMITATION OF LIABILITY AND DAMAGES

THE ENTIRE CUMULATIVE LIABILITY OF ISS, ITS SUPPLIERS, AND SERVICES PROVIDERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE, UNLESS OTHERWISE SEPARATELY AGREED BY ISS IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISS, ITS SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET ISS’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ISS, ITS SUPPLIERS, SERVICE PROVIDERS, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

14. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY

Consent to Electronic Communications: ISS may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to ISS, and the services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that ISS, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more websites. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Online Services and Third Party Services.

Consenting to Do Business Electronically: The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so cover all transactions you conduct through the Software for as long as you remain a subscriber to the Software.

Hardware and Software Requirements: In order to access and retain an electronic record of Communications, you will need: a recent model laptop or computer with monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By checking the “I Accept” box on the order form or by signing below, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

Changes to Your Email Address: You agree to notify us promptly of any change in your email address.

15. ABUSE OF THE SYSTEM

Any use of ISS applications, systems and system resources that disrupts the normal use of the system for other ISS customers and users is considered to be abuse of system resources and is grounds for administrative intervention. Some examples of abuse include but is not limited to multiple enrollments for the same business, creation of fictional consumer profiles and login accounts, impersonating other customers and users in creating appointments for any business account (including own), running load tests and denial of service attacks against ISS servers and websites.

16. MINIMUM HARDWARE REQUIREMENTS

To access the Software the following is required: (1) Latest version of Chrome, Firefox, Internet Explorer or Safari web browsers. (2) High speed internet connection.

17. AMENDMENTS TO THIS AGREEMENT

ISS shall have the right to change or add to the terms of its Agreement at any time, (provided that it is not ISS’s intent that such change substantially affect the license rights granted to Licensee and for which consideration was paid by you) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means ISS determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any ISS sponsored website. Any use of the Software by you after ISS's publication of any such changes shall constitute your acceptance of this Agreement as modified.

18. TERMINATION

Your rights under this Agreement may be terminated or suspended by ISS immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 13. Upon termination you must immediately cease using the Software and Services. Any termination of this Agreement shall not affect ISS’s rights hereunder.

19. DIPSERSAL OF DATA

Within 7 days of account termination you may submit a request to ISS to have an export of your data (zipped, Excel or text format) provided to you via a secure download link at no charge. Allow up to 72 hours to receive the download link to the email address associated with your account. After 30 days from the date of account termination all data associated with that account will be deleted from ISS servers and no longer available for export or recovery.

20. MISCELLANEOUS

Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and ISS and sets forth the entire liability of ISS, its Suppliers, and service providers, and your exclusive remedy with respect to the Software, and its use. The Suppliers, agents, employees, distributors, and dealers of ISS are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on ISS. Any waiver of the terms herein by ISS must be in a writing signed by an authorized officer of ISS and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by the laws of the state of Alabama as applied to agreements entered into and to be performed entirely within, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word including means including but not limited to. This Agreement does not limit any rights that ISS may have under trade secret, copyright, patent or other laws.