Indirect Air Carrier (IAC) Terms of Use

Last revision dated 08/15/2012

INTRODUCTION

The CargoFactor mission is to connect the Expedite Logistic Industry’s participants and enable them to be more efficient in establishing and maintaining a complaint regulatory program. To achieve our Mission, we make services available through our website, to help you, your connections, and other professionals meet, exchange information, make deals, and make decisions in a network of trusted and privileged relationships.

Scope and Intent.

You agree that by registering on www.CargoFactor.com (CargoFactor), or by using the website, you are entering into a legally binding agreement with Nōtus Data, Inc. dba CargoFactor, 4505 Stanhope, Dallas, Texas 75205, USA if you reside in the United States based on the terms of this CargoFactor “Indirect Air Carrier Terms of Use”.

If you do not want to register an account and become a CargoFactor User, do not conclude the Agreement, do not access, view, download or otherwise use any CargoFactor webpage, information or services. By clicking “Acceptance of Pricing, Terms & Conditions,” you acknowledge that you have read and understood this “Indirect Air Carrier Terms of Use” and that you have a “need to know” (see Sensitive Security Information) and that have you agree to be bound by all of its provisions.Sensitive Security Information

Sensitive Security Information (SSI) is defined by the U.S. government under 49 CFR parts 15 and 1520. Some information provided through www.CargoFactor.com may be designated as SSI.

OUR OBLIGATIONS

- Service Provider Administration & Profiling Services
  - Administration of TSA Security Threat Assessments (STA) applications
  - Administration of employee initial training, recurrent training and certification
  - Administration of online service provider company profiles including
    - • Required TSA identification and training information
    - • Station profiles as required by IACMS
  - Administration of TSA required documentation standards
    - • Online access to STA applications
    - • Online access to employee training results and certificates
  - Administration of Insurance Certificates

Compliance Administration

CargoFactor will provide TSA-IACSSP regulatory administration services for subscription IAC’s that include:

Compliance Portal

CargoFactor will provide subscription IAC’s and their users access to the CargoFactor website to enable access to service provider approved operational and regulatory information. IAC’s will be granted an administrative user license through the assignment of a login and password. This login and password is used to access your profile, account information and for establishing relationships with your authorized representatives. This login and password is assigned to an individual and should not be used by any other user. It is understood by the user that this login provides the ability to access Sensitive Security Information (SSI), and this login must be kept secret. You may add an unlimited number of user licenses at your designation to employees with a “need to know” of your company.

IAC OBLIGATIONS

You must comply with all applicable laws, industry related regulations and this agreement.

License and warranty for your submissions to CargoFactor

You own the information you provide CargoFactor under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential unless expressly noted, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your CargoFactor profile information accurate and updated.

Service Eligibility

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, (3) are not a competitor of CargoFactor or are not using the Services for reasons that are in competition with CargoFactor; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of CargoFactor, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

Sign-In Credentials/User License

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your CargoFactor account to another party; and (5) refrain from charging anyone for access to any portion of CargoFactor, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. You may close your account by providing a request in writing to admin@cargofactor.com.

Indemnification.

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through CargoFactor.

Payment

If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to CargoFactor storing your payment card information. You also agree to pay the applicable fees for the services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the period during which you cancel your subscription.

Notification of acts contrary to the Agreement

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Export Control

Your use of CargoFactor services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

GENERAL TERMS

Mutual rights of Cancellation

You may cancel this Agreement, for any or no reason, at any time, with a 30 day notice to admin@CargoFactor.com. CargoFactor may terminate the Agreement and your account with 30 day notice, however, if you are in violation of the terms of this agreement (see Misuse of the Services), your login may be canceled at any time, with or without notice. For avoidance of doubt, only CargoFactor or the party paying for the services may cancel the account. Termination of your CargoFactor account includes disabling your access to CargoFactor and may also bar you from any future use of CargoFactor.

Misuse of the Services

CargoFactor may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users who should not have access to Sensitive Security Information to access the website; creating multiple or false profiles; using the Services commercially without CargoFactor’s authorization, infringing any intellectual property rights, or any other behavior that CargoFactor, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, CargoFactor has adopted a policy of terminating accounts of Users who, in CargoFactor’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

Effect of Termination.

Upon the termination of your CargoFactor account, you lose access to the Services. The terms of this Agreement shall survive any termination.

Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other CargoFactor services, third-party content or third party software.

Amendments to this Agreement

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.cargofactor.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per the Termination Section.