These "Terms of Use" identify the provisions for accessing Management Dynamics' websites and using any of Management Dynamics' information services, including any data or information accessible by such information services. By accessing any area of the System, Subscriber and its Users are deemed to have agreed to these Terms of Use and to have incorporated these Terms of Use into a Subscription entered into by Subscriber and Management Dynamics, Inc. ("Management Dynamics"). Management Dynamics is a New Jersey corporation with a place of business at One Meadowlands Plaza, East Rutherford, NJ 07073.

ARTICLE I – DEFINITIONS
1.1. The following definitions will be used in reading these Terms of Use.

"Subscriber" shall include the organization identified in the Subscription which has licensed the System from Management Dynamics, as well as any legal entity controlling, controlled by, or under common control with Subscriber.

"User" means the individuals who are the recipient of any logon id and password that is used to access the System. Users include Subscriber's employees, agents, directors and representatives.

"Documentation" shall include the manuals, specifications, and written correspondence regarding the System that are accessible through Management Dynamics' websites or provided to Subscriber by an authorized representative of Management Dynamics.

"System" shall include the websites of Management Dynamics and the computer code and Documentation for any licensed product or module identified in the Subscription.

"Content" means the data, materials and information available in the System, as listed in the Subscription.

"Subscription" shall mean the document executed by Subscriber and Management Dynamics which licensed the System (in whole or part) to Subscriber and sets forth the fees, payment terms, subscription term and the like.

ARTICLE II - OWNERSHIP
2.1. Subscriber acknowledges that the System and all patent, copyright, trade secrets and other intellectual property rights in or related to the System, are the sole property of Management Dynamics, and that Subscriber shall gain no right, title or interest in the System by virtue of these Terms of Use or the Subscription, other than the non-exclusive right of use granted in the Subscription. Without limiting the foregoing, Subscriber specifically acknowledges Management Dynamics' exclusive rights to and ownership of any modifications, translations, or adaptations to the System and any other improvements or developments thereto or based thereon.

ARTICLE III - CONDUCT
3.1. Subscriber and User agree to use the System only for lawful purposes. User is prohibited from posting or transmitting through the System any unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

3.2. Subscriber shall be fully responsible for the activities of Users.

3.3. Subscriber may not adapt the System, including, but not limited to translating, reverse engineering, decompiling, modifying, disassembling, or creating derivative works. Subscriber may not take steps intended to produce a copy, in whole or part, of the System. User agrees to use the System solely as intended by Management Dynamics and will not make any attempt to break the security features of the System or access information or Content not intended for Subscriber.

ARTICLE IV – PATENTS, TRADEMARKS AND COPYRIGHTS
4.1. Management Dynamics, BridgePoint, Rate Explorer and RateQuest.net are all trademarks or service marks of the Management Dynamics. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of the Management Dynamics and its licensors may not be used without the prior written consent of Management Dynamics.

4.2. Management Dynamics warrants that to its knowledge, the use of System by Subscriber will not infringe upon any valid patent, copyright or trade secret. Management Dynamics shall defend, indemnify, and hold harmless Subscriber from and against all actions, suits, claims and demands arising out of or relating to any suit or claim by a third party that the System, or any part thereof, infringes any copyright, patent or trade secret, provided Management Dynamics takes full control of the defense and Subscriber reasonably cooperates with Management Dynamics. If the System is held to infringe, or in Management Dynamics' opinion is likely to be held to infringe any third party intellectual property right, Management Dynamics shall, at it's sole discretion and expense either: (a) secure the right for Subscriber to continue to use the System for the current term of the Subscription; (b) replace or modify System to make it non-infringing; or (c) terminate the Subscription and refund to Subscriber the subscription fees actually paid to Management Dynamics, less a pro-rata portion of the fees representing the fraction of the term during which Subscriber was provided access to System.

ARTICLE V – CONTENT, CONFIDENTIAL INFORMATION
5.1. Proprietary Rights. The parties acknowledge that the System contains Content that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. Management Dynamics owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. Subscriber may not modify, remove, delete, augment, add to, publish, reproduce, disclose, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit this Content, in whole or in part, outside of the rights granted in the Subscription.

5.2. Third-Party Content. Management Dynamics is a publisher of Content available from third parties or supplied by Subscriber. Management Dynamics has no editorial control over such Content. Management Dynamics does not guarantee the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. Under no circumstances shall Management Dynamics, or its affiliates, or any of their officers, directors, employees, or agents be liable for any loss, damage or harm caused by Subscriber's reliance on Content obtained through the System. It is the responsibility of Users to evaluate the information, figures, calculations and Content available through the System.

5.3. Subscriber Content. Subscriber may provide its own Content to the System. In this case, Subscriber is responsible for establishing and enforcing data quality standards and procedures with its Users and any of its trading partners (including suppliers, freight forwarders, and transportation service providers) who enter Content into the System. Data quality standards and procedures must ensure that the Content is complete, accurate, and conforms with the specifications required by the System.

5.4. Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. Subscriber agree to abide by these laws and their regulations, including but not limited to the US Export Administration Act and the Arms Export Control Act, and not to transfer, by electronic transmission or otherwise, any Content derived from the System to either a foreign national or a foreign destination in violation of such laws.

5.5. Confidential Information. Due to the relationship between Subscriber and Management Dynamics created by the Subscription and these Terms of Use, each party may disclose "Confidential Information" to the other party. Confidential Information shall include the costs, fees, payments terms, and other provisions in the Subscription, employee lists, customer lists, Content provided by Subscriber, and information marked as Confidential. Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party in violation of these Terms of Use; (b) was in the possession of the receiving party prior to receipt thereof from the disclosing party, provided that such possession of the receiving party is not known by the receiving party to be the subject of another confidentiality agreement with or obligation of secrecy to the disclosing party or another party; or (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to the disclosing party or another party.

5.6. The parties agree that (a) they will use the Confidential Information solely for the purposes authorized by the disclosing party and for no other purpose; (b) they will maintain the Confidential Information as confidential; and, (c) they will not at any time or in any manner, directly or indirectly, disclose to any person or entity any or all of the Confidential Information, except as authorized in the Subscription or other written notice.

ARTICLE VI - TERMINATION
6.1. Management Dynamics may suspend or terminate any User's access to all or any part of the System, without notice, at the Management Dynamics' sole discretion, including without limitation, Management Dynamics' belief that such access would violate any applicable law, be harmful to the interests of the Management Dynamics, or cause a breach of these Terms of Use. Such suspension or termination shall not reduce the subscription fees.

6.2. If either party breaches a material provision of the Subscription or these Terms of Use, the injured party may give written notice of termination to the Subscription. If the breaching party fails to cure the breach within thirty (30) days following receipt of such notice, the Subscription shall be deemed terminated.

6.3. Upon termination of the Subscription, all materials marked as Confidential Information shall be returned to their respective owner in their original form (if still available), and all Content owned by Subscriber will be purged from the System by Management Dynamics. In the event of a breach by Subscriber, no refunds or credits will be due, and all amounts not yet paid through the then current term-end date of the Subscription shall become immediately due.

6.4. All provisions in the Subscription and these Terms of Use relating to the following provisions shall survive termination of the Subscription: subscription fees, payment terms, professional service fees, publishing fees, other costs; trade secrets, patents, copyrights, confidential information, limitation of liability, warranty, and ownership.

ARTICLE VII - SECURITY
7.1. Every User is responsible for (a) keeping such User's logon id and password confidential, and (b) restricting access to such User's computers. Subscriber agrees to accept full responsibility for all activities that occur within and through the use of each User's logon id and password.

7.2. Management Dynamics will use reasonable means to secure Confidential Information and Content owned by Subscriber, including physical security to files and servers, enforcement of logon ids and passwords to access the System, provision for User profiles used to grant or revoke System services, and encryption of data transmission.

ARTICLE VIII – DISCLAIMERS, WARRANTY & LIMITATION OF LIABILITY
8.1. MANAGEMENT DYNAMICS REPRESENTS AND WARRANTS THAT IT WILL PROVIDE THE SYSTEM IN A MANNER CONSISTENT WITH GENERAL INDUSTRY STANDARDS REASONABLY APPLICABLE TO THE PROVISION THEREOF AND THAT THE SYSTEM WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ONLINE MANAGEMENT DYNAMICS HELP DOCUMENTATION UNDER NORMAL USE AND CIRCUMSTANCES. COMPANY WILL USE REASONABLE EFFORTS TO REPAIR ANY REPRODUCIBLE BUG IDENTIFIED BY SUBSCRIBER WITHIN A TIMEFRAME APPROPRIATE TO THE SEVERITY AND DEGREE-OF-EFFORT REQUIRED TO MAKE SUCH REPAIR. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (A) THAT THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE; (B) AS TO THE ACCURACY, RELIABILITY OR CURRENCY OF ANY CONTENT OR SERVICE PROVIDED THROUGH THE SYSTEM; OR (C) THAT THE SYSTEM, ITS SERVERS, OR E-MAIL SENT FROM OR ON BEHALF OF THE COMPANY, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SYSTEM, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SYSTEM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF CONTENT, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CONTENT, PROGRAMS, OR SERVICES. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SYSTEM.

8.4. THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SYSTEM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THESE TERMS OF USE AND THE SUBSCRIPTION SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID TO COMPANY BY SUBSCRIBER OVER THE PRECEDING THREE (3) MONTHS.

8.5. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO SUBSCRIBER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUBSCRIBER, AND SUBSCRIBER MAY HAVE ADDITIONAL RIGHTS.

ARTICLE IX - SEVERABILITY
9.1 The provisions of these Terms of Use are intended to be severable. If for any reason any provisions of these Terms of Use are held invalid or unenforceable, in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

ARTICLE X - APPLICABLE LAW; JURISDICTION
10.1 The System is created and controlled by Management Dynamics in the State of New Jersey. As such, the laws of the State of New Jersey will govern the Subscription and these Terms of Use, without giving effect to any principles of conflicts of laws.

10.2 Subscriber hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the federal and state courts of the State of New Jersey and of the United States of America located in the State of New Jersey for any litigation arising out of or relating to the use of the System (and agrees not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the New Jersey Courts and agree not to plead or claim in any New Jersey Court that such litigation brought therein has been brought in an inconvenient forum.

ARTICLE XI - MISCELLANEOUS
11.1. Management Dynamics reserves the right to make changes to the System at any time without notice.

11.2. Subscriber may not assign the Subscription without the prior written consent of Management Dynamics, which shall not be unreasonably withheld. Management Dynamics may assign the Subscription and these Terms of Use without restriction or notice.

11.3. All notices required hereunder shall be in writing and sent by certified mail, return receipt requested or by reputable overnight courier to the addresses shown in the Subscription, or such other addresses as requested in writing from either party.

11.4. Subscriber's purchase orders may be submitted concurrently or later for funding and administrative purpose, but terms and conditions contained therein shall have no force and effect unless a paragraph is individually initialed and the purchase order is signed by an officer of Management Dynamics.

11.5. The failure by either party to insist upon strict enforcement of any terms and conditions of the Subscription or these Terms of Use shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion.

11.6. Management Dynamics is not responsible for failure to fulfill its obligations under the Subscription or these Terms of Use due to causes beyond its reasonable control.

11.7. Subscriber agrees to allow Management Dynamics to list Subscriber's name and logo in the System for the term of the Subscription.

11.8. Use of the System or any Content is governed by the Subscription executed by the Management Dynamics and Subscriber. In the event a conflict arises between the provisions of these Terms of Use and the Subscription, the provisions of such Subscription shall prevail.

11.9. The parties acknowledge and agree that any breach of the Subscription or these Terms of Use will cause irreparable harm to the injured party for which monetary damages would be inadequate, and that in addition to such other remedies that may be available, including recovery of damages, the injured party shall be entitled to receive specific enforcement of the provisions hereof and injunctive relief. In connection with any such injunctive relief, the injured party shall not be required to show any actual damages, or to post any bond or other security.

ARTICLE XII - ACKNOWLEDGMENT
12.1 These Terms of Use, including all documents referenced herein, and the Subscription represent the entire understanding between Subscriber and Management Dynamics and supersedes any prior statements or representations. When using the System, SUBSCRIBER AND USER AGREE TO BE BOUND BY THESE TERMS OF USE.

If you have any questions about these Terms of Use or the System, please contact::

Management Dynamics, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
Attention: Jim Preuninger
201-804-6120