I - TRANSPORT411

1. General Description

Transport411.com is a Web site offering an electronic directory of registered road Carriers. This service is available to Users in one of two forms, Transport411 Express or Transport411 Pro. (We will thereafter refer to either version as “Transport411” when referring to the online service.) Users may perform, among other things, searches based on various criteria and view the resulting transport suppliers that satisfy these criteria. The information displayed contains the Carrier’s coordinates and, as appropriate, certain attributes such as specialty, services, customs certifications, etc. The Web site is managed and administered by Transport411, a division of AlioSoft, Inc. Use of this Web site is governed by the terms and conditions contained in this agreement.

II - DISCLAIMER

1. Transport411 does not warrant that the Web site or any portion thereof is error- or bug-free, or that the Web site, or use thereof, will be un-interruptible. Transport411 assumes no liability of any kind for any service interruption, functional impairment, or erroneous results in the operation of the Web site.

2. Transport411 does not guarantee, represent, or warrant:

(A) The suitability, legality accuracy and/or relevancy of the information provided by users or carriers.
(B) That carriers are capable of performing or will perform their duties and/or the services they offer:
(C) The amount of revenue, profit or savings that users and carriers can derive from using the Web site;
(D) The quality of users or carriers. The acceptance of a subscription or registration does not constitute an endorsement or recommendation by Transport411 of the respective shipper or carrier.

III - LIMITATION OF LIABILITY

In no event shall Transport411 become liable for any direct or indirect, punitive, incidental, special or consequential damages arising out of, or in any way connected with, the use of the Web site or with the delay or inability to use this Web site or any information and services available on or through the Web site, including, without limitation, loss of revenue or anticipated profits or loss of business or lost sales, whether based on contract, tort (including negligence), strict liability or otherwise. This limitation on liability applies even if Transport411 has been advised of the possibility of any of these types of damages.

IV - REGISTRATION OF USERS

1. Registration on Transport411’s Web site is open to all companies, typically North-American shippers, carriers and freight forwarders. Users must:

(a) Have the full power and authority required to be bound to the terms and conditions of this agreement.
(b) Provide information that they warrant and represent to be current, up to date, and accurate. Transport411 can, at its sole discretion, from time to time, require additional information than that provided during subscription.
(c) Fill out and submit a duly completed Transport411 subscription form, and accept online the terms and conditions of this agreement.
(d) Pay the required subscription fees to access the Transport411 online directory.

2. Transport411, at its sole and complete discretion, may terminate a User’s subscription or restrict its access to the Web site if it suspects or witnesses an improper user of the Web site or online directory, or for any other reason that Transport411, as administrator of the Web site, and at its sole discretion, sees fit.

3. The present agreement becomes effective once the User receives an online payment confirmation from Transport411. A payment confirmation is also sent by email to the User, as well as the Access Code.

4. The Access Code will be required to log onto the Web site and conduct business. The Access Code is to be kept confidential by the User. Transport411 takes reasonable care to ensure that all Access Codes remain confidential; however, it is each User’s sole responsibility to ensure and keep its Access Code confidential, safe and secure, and to report any suspected breach of security to Transport411. Transport411 is not responsible for any loss or damage suffered by Users, resulting from intentional or inadvertent disclosure of said Users’ Transport411 Access Codes. Each User, as between the parties, will be responsible for any misuse of its Access Code.

5. Transport411 will not be held responsible for any damages whatsoever if it chooses, at its own discretion, to revoke the subscription of any User.

V - RULES

1. Compliance with Rules

Users and Carriers warrant and represent that they will comply with all of Transport411’s rules.

2. Use of the Web Site

(a) Users are not authorised to engage in the unwanted solicitation of Carriers.
(b) Users may only be logged in once at any given time, i.e., the access code may only be used by one User at a time, on only one computer at a time.
(c) A User may not share its access code for the benefit of another company.
(d) The use of “robots”, computer systems or software to extract the Web site content is forbidden.
(e) The use of the Web site to constitute carrier listings is forbidden.

3. Rights, Privileges, and Duties of Users and Carriers

(a) Users

The User hereby agrees to indemnify, defend, and hold Transport411, its officers, directors, employees, agents, subcontractors, its officers, employees, agents, subcontractors and representatives harmless from and against any and all law suits, claims, fines, costs, losses, liabilities of any nature, proceedings, demands, damages, and expenses (including interest, penalties, taxes, duties, fines, levies, fees, assessments, and attorney’s fees) in any manner, resulting from or arising, directly or indirectly, from its use of the Web site, including its contracting for transportation services pursuant to this agreement.

(b) Carriers

The Carrier hereby agrees to indemnify, defend, and hold Transport411, its officers, directors, employees, agents, subcontractors, its officers, employees, agents, subcontractors and representatives harmless from and against any and all law suits, claims, fines, costs, losses, liabilities of any nature, proceedings, demands, damages, and expenses (including interest, penalties, taxes, duties, fines, levies, fees, assessments, and attorney’s fees) in any manner, resulting from or arising, directly or indirectly, from its use of the Web site, including its contracting for transportation services pursuant to this agreement.

4. General

Under no circumstances are Users and Carriers licensed to sell, distribute, license or otherwise deal with the software except as specifically set out in this agreement. The software and related application services are offered “as is”, “as available”, and without warranties and/or representations as to performance or merchantability or any other warranties and/or representation, whether expressed or implied. No warranty and/or representation of fitness for a particular purpose is offered. The Users and Carriers assume the entire risk of using the service or Web site.

VI - MODIFICATION

1. This agreement constitutes the entire agreement between Transport411 and the Users or Carriers. This agreement supersedes any prior agreements in effect between Users or Carriers and Transport411. This agreement can be changed or modified by Transport411, at its sole discretion, by publishing a change or modification to, or new version of, this agreement on the Web site, subject to the following limitations:

(a) Any subscription fee increase will be effective upon no less than thirty (30) day’s notice published on the Web site.
(b) No change or modification will be made on a retroactive basis.

2. A User’s or a Carrier’s use of the Web site, after this agreement has been changed or modified by Transport411, constitutes acceptance by said User or Carrier of the change or modification to this agreement.

VII - GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, and any cause of action will be deemed to have arisen in the judicial district of Laval.

BY SUBMITTING A SUBSCRIPTION APPLICATION AND SUCCESSFUL PAYMENT, THE USER INDICATES ITS ACCEPTANCE OF THE TERMS AND CONDITIONS, SET FORTH ABOVE, AND ITS AGREEMENT TO BE BOUND AND ABIDE BY THEM IN CONNECTION WITH ALL MATTERS PERTAINING TO OR ARISING OUT OF THE USE OF THE TRANSPORT411 WEB SITE.