TRUE LOAD TIME SUBSCRIBER AGREEMENT

This Subscriber Agreement (“Agreement”) is entered into upon your acceptance of its terms or your use of the Services, whichever occurs first. This Agreement is between you and True Load Time, Inc. (“TLT”), a Delaware corporation. Please read this Agreement carefully, as it is a binding contract.

By checking the box next to the Agreement during registration and using the site, you acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by its terms and conditions, and you represent that you are authorized to accept these terms and conditions on behalf of your organization.

Description of Services. TLT has created and maintains a database (“TLT Database”) comprising information regarding actual wait times at shipper and receiver locations. TLT provides access to the TLT Database (the “Services”) via a subscriber portal accessible on its website.

Charges. You agree to pay the monthly fee applicable to the type of subscription you selected at registration. You will be billed one month in advance, each month, based on the date of initial registration. If you cancel your subscription, you will be immediately billed for any unpaid balance on your account. You will not receive a refund or credit for a partial month when you cancel your Subscription. All Charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes owed by TLT.

Payment Terms. At registration, you will be asked to provide valid credit card information for the payment of all Charges, and you agree to maintain valid credit card information on file for as long as you are a subscriber. You hereby authorize TLT or its agent to charge your credit card on a monthly, recurring basis for payment of the Charges. If the credit card on file is expired or invalid, you agree to promptly provide a new, valid payment.

License. In exchange for your payment of the Charges, and subject to the terms of this Agreement, TLT hereby grants you a non-exclusive, non-transferable, and non-assignable right to use the Services. TLT will use its best efforts to ensure that the Services are available 24 hours per day, 7 days per week. You acknowledge and agree, however, that from time to time the Services may be unavailable due to scheduled maintenance, service upgrades, or unscheduled disruptions of service.

Account Credentials. During the registration process, you will create account credentials (username and password) that allow you to access the Services through the website. Depending upon the type of subscription you select, you may also be able to purchase additional seat licenses. Each seat license will have its own account credentials and will be assigned to a unique individual. You agree that you will not share your account credentials with any other person, for any purpose, and that you are solely responsible for all activity that occurs under your account credentials. You agree to promptly notify TLT of any known or suspected unauthorized access to or use of the Services.

Permissible Use. You agree that when accessing or using the Services, you will comply with the terms of this Agreement and any other applicable laws or regulations. Additionally, you will not, and will not permit any third party to:

• Access or use the Services except as provided in this Agreement.
• Alter, tamper with, or engage in any conduct that harms or is intended to harm the functionality or availability of the Services.
• Infringe upon the copyrights, trademarks, privacy rights, publicity rights, or other proprietary rights of TLT.
• Upload, post, or transmit any computer virus, worm, malware, or other contamination which causes the Services to become inaccessible, inoperable, or contaminated, or which is designed to be destructive, harmful or threatening to others.
• Engage in any conduct with respect to the Services that may place TLT or other subscribers at risk of civil or criminal liability.
• Transfer, disclose, sell, publish, or otherwise disseminate any information available through the Services, except as expressly authorized by this Agreement or as otherwise agreed by the Parties in a signed writing.
• Reverse engineer, disassemble, decompile, decode, or adapt any source code, object code, underlying structure, algorithms, or data of the Services, or attempt to do so.

Website. You acknowledge and agree that the Services are provided by TLT, and accessed by you, in part through TLT’s website. You accept and agree to comply with the Terms of Use and Privacy Policy posted on the website and in effect from time to time. The Terms of Use and Privacy Policy are incorporated into this Agreement by reference.

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Proprietary Rights. You agree that TLT owns and retains all right, title, and interest, including without limitation copyright and all other intellectual property rights, to the TLT Database. No portion of the TLT Database may be downloaded, copied, or otherwise reproduced or transmitted except as authorized by this Agreement. Nothing in this Agreement provides you with any title to, or ownership rights or interest in, the TLT Database.

Subscriber Data. It is anticipated that subscribers will upload or otherwise provide to TLT certain items of data (“Subscriber Data”) for TLT’s use in delivering the Services. With respect to such Subscriber Data, the following shall apply:

• TLT acknowledges and agrees that, as between you and TLT, all Subscriber Data remains your property. You hereby grant TLT a license to store, access, modify, and use Subscriber Data to provide the Services.
• You agree that all Subscriber Data you provide will be accurate and complete to the best of your knowledge and ability.
• You acknowledge and agree that Subscriber Data will be incorporated into the TLT Database and that as incorporated, will be accessible to other subscribers to the Services. You agree that TLT has no liability for the action or inaction of subscribers or other third parties, or their misuse or misappropriation of Subscriber Data incorporated into the TLT Database and accessible through the Services.

Disclaimer of Warranties

The Services are provided “as is.” TLT does not warrant or represent that the Services will meet your requirements, that availability of the Services will be uninterrupted or error free, or that all defects in the Services will be corrected.

Except as expressly provided herein, TLT makes no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including but not limited to any warranties of merchantability, non-infringement or fitness for a particular purpose, to the maximum extent permitted by applicable law.

Modification of Terms. TLT reserves the right to modify or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice and without breach of this Agreement. Changes to the terms of this Agreement, including without limitation subscription charges and pricing tiers, will be effective on 30 days’ notice. Such notice may be provided at any time by posting an updated version of this Agreement on TLT’s website. TLT will have no liability for any modification, price change, or discontinuance of the Service.

Confidentiality. You agree that all confidential, proprietary, or trade secret information that may come into your possession through your use of the Services will be kept confidential and will not be transmitted to any unauthorized person.

Applicable Law. This Agreement shall be interpreted in accordance with Delaware law, without giving effect to any rule or law as to choice of law or conflict of laws. Any litigation in connection with this Agreement or the Services shall be brought only in a state or federal court in Delaware, which courts shall have exclusive personal jurisdiction over the parties.

Force Majeure. No party will be liable for any nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, declared state of emergency, widespread outbreak of disease, including any declared epidemic or pandemic, acts of God, or other causes over which the nonperforming party has no reasonable control.

Dispute Resolution. Any dispute arising out of or relating to this Agreement or the Services shall be resolved through final, binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. Such arbitration shall be held in Birmingham, Alabama unless the parties mutually agree to a different location.

Limitation of Liability. You agree that to the maximum extent permitted by law, TLT shall not be liable for any damages (including without limitation compensatory, special, exemplary or punitive damages) related to or arising out of this Agreement or the Services.