These Terms and Conditions of Use (the "Agreement") describe the terms and conditions applicable to Your use of the Live Cargo™ services (the "Services") provided to You by Live Cargo, Inc. ("Live Cargo”). By clicking on the “I Accept” button at the time of placing an order, or by installing the Software, you agree to all of the terms and conditions contained in this Agreement.

1. Your Use of Services. Subject to the terms and conditions of this Agreement, You may use the Services. The Services may be used only in connection with the processing of Your own information and data (which processing may include sharing and collaborating), excluding service bureau activities. You may not use the Services in any way that: (i) does not comply with the terms of this Agreement, as amended by Live Cargo from time to time, or any other terms, rules, or guidelines provided by Live Cargo concerning your use of the Services; (ii) may subject Live Cargo to unfavorable regulatory action, violate any law, infringe upon the rights of third parties, or subject Live Cargo to liability for any reason; or (iii) might adversely affect Live Cargo’s public image, reputation or goodwill. All right, title and interest in and to the Services are owned and retained exclusively by Live Cargo. Except for the rights and licenses expressly provided herein, all rights, title and interest in the Services, including all corrections, enhancements and modifications thereof, are reserved by Live Cargo.

2. Term and Termination. This Agreement allows you to access and use the Services for the term You selected by you in your purchase order. Live Cargo reserves the right to change, suspend or discontinue all or any aspect of its Services at any time, including the availability of any feature, without prior notice or liability to You. Either party may terminate this Agreement at any time for any reason or for no reason by sending notice of termination to the other party. Each party expressly waives any and all claims it may have against the other party arising out of or related to any such termination at will. Live Cargo reserves the right to terminate or suspend Your access to all or part of the Services, without notice and in its sole discretion, if Live Cargo believes that Your use of the Services does not comply with the terms of this Agreement including payment of applicable fees. Live Cargo may in its discretion delete Your data upon termination of this Agreement. In the event of the expiration of the term of this Agreement, Live Cargo may delete Your data if you fail to renew the term of this Agreement within thirty days thereafter.

3. Your Information. You represent that the information provided by You in the online registration form is accurate, complete and current, and You agree to update that information promptly if there is any change. You represent that you are at least eighteen years old and have the authority to execute this Agreement on your behalf. You may create an account on behalf of your child that is at least 13 years old. When you create an account on behalf of your child ("Child Account"), you certify that you are the legal guardian of the child and that the child is at least 13 years old. The information that you provide in the online registration form, together with any other information obtained from you or your child authorized under a Child Account of the Services are collectively referred to as “Your Information.” You acknowledge that by providing Your Information to Live Cargo, you authorize Live Cargo to use Your Information for the purpose of facilitating your use of the Services, including, without limitation, registering you to use the Services, billing you for the Services, permitting you to access your User Materials (as defined below), personalizing communications to you, and generally to improve the Services. All use by Live Cargo of your information is subject to its Privacy Policy currently located at http://www.livecargo.com/company/privacy-policy.html

4. Your Password. You are responsible for keeping your password secret and confidential. You agree that you are responsible for any communications, transactions or use of the Services, which are made using your password, together with any fees, charges or other obligation which may result from such use. You are responsible for changing your password if you believe that your password has been stolen or might otherwise be misused or compromised. You may not assign your password or any of your rights under this Agreement without the prior written consent of Live Cargo, and any attempted assignment without such consent shall be void.

5. Fee. Prices for the Services are as set forth in your registration form. Unless otherwise agreed upon, all payments are due monthly in advance. Live Cargo reserves the right to change the fees at any time with thirty days notice to You. If you are paying by credit card, you hereby authorize a recurring monthly or annual charge to Your credit card. All fees paid to Live Cargo are nonrefundable. You are responsible for paying all sales, use, excise, ad valorem and other taxes (excluding taxes based on the net income of Live Cargo) arising out of your use of or access to the Services. If Live Cargo (or its designated agent) does not receive payment when due, Live Cargo may immediately suspend your use of the Services. You are responsible for the payment of all charges associated with the use of the Services using your user ID and password. You shall be responsible for any fees or other charges incurred by you until the termination of your rights to use the Services. Any amounts payable to Live Cargo hereunder which are not paid when due shall thereafter bear interest at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less. If any payment due Live Cargo is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you will pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.

6. Conduct. You are solely responsible for all messages, data, information and other materials that you upload, store, post, e-mail or otherwise transmit to or through the Services. You will: (a) not send unsolicited e-mail that would be expected to provoke complaints, as determined by Live Cargo; and (b) ensure that all e-mails sent by you clearly identifies you as the originator of the message. You will not: (i) send any message which is harmful, threatening, abusive or harassing; (ii) send any message intended to interfere with e-mail or other communications intended for other persons; (iii) publish, post, distribute or disseminate defamatory, inflammatory, or obscene material or information, or any information, data or materials, in violation of any applicable law, rule or regulation; (iv) threaten, harass, stalk, abuse or otherwise violate the legal rights (including rights of privacy and publicity) of others; or (v) interfere with, compromise or adversely effect the ability of any other customers or other users of the Services. All use of the Services shall be subject to any other rules and/or guidelines published by Live Cargo.

7. Content. You acknowledge and agree that all right, title and interest in and to the information, data, software, photographs, graphics, videos and other material (collectively the “Live Cargo IP”) provided in connection with the Services, including, without limitation, any copyrights in or to the Live Cargo IP, belong to Live Cargo and its vendors, and you will not assert any claims to the contrary. You acknowledge that Live Cargo IP provided as part of the Services may change at any time, without any obligation on the part of Live Cargo to notify you of such changes. You may not: (i) copy, edit, alter, modify or prepare any derivative works of the Live Cargo IP or any portion thereof; (ii) remove or alter any credits, notices (including, without limitation, copyright, trademark and service mark notices), or logos which are included as a part of the Services; or (iii) resell, sublicense or otherwise transfer, distribute or make available to others all or any portion of the Live Cargo IP in any form.

8. User Materials. (a) As part of the Services, you may create or provide to Live Cargo information, data and other materials in electronic format (collectively “User Materials”). You represent that you have obtained all necessary third party rights, including, without limitation, copyrights, for any User Materials that belong to third parties. It is your responsibility to determine if it is necessary for you to obtain, and for obtaining, any licenses required to use third party content which is part of the User Materials. You agree not to use the Services for, and the User Material will not contain, any infringing, illegal, sexually explicit, hateful, vulgar, threatening, abusive, harassing, defamatory, or racially, ethnically, or otherwise objectionable material, including, without limitation, any materials that could give rise to any liability to Live Cargo or which might adversely affect Live Cargo’s public image, reputation or goodwill.

(b) YOU WILL BE RESPONSIBLE FOR MAKING BACK-UP AND ARCHIVAL COPIES OF ALL USER MATERIALS. IN NO EVENT WILL LIVE CARGO BE RESPONSIBLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS, CORRUPTION OR ALTERATION OF USER MATERIALS, OR FOR ANY LOSS ARISING OUT OF ANY BREACH OF ANY SECURITY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT OR OTHER DAMAGES OF ANY KIND.

9. Disclaimer of Warranty. THE USE OF THE SERVICES AND THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND LIVE CARGO HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIVE CARGO NEITHER WARRANTS THAT THE SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER, NOR DOES LIVE CARGO MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF THE SOFTWARE OR OTHER CONTENT PROVIDED THROUGH THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIVE CARGO, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. ANY USE OF THE SERVICES IS AT YOUR OWN RISK.

10. Limitation of Liability. LIVE CARGO WILL NOT BE LIABLE FOR ANY, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION), WHETHER ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAILS, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, EVEN IF LIVE CARGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF LIVE CARGO TO YOU FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU HEREUNDER IN THE ONE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Trademarks. Live Cargo and all other trademarks, service marks, trade names and logos of Live Cargo used in connection with the Services are the property of Live Cargo. All uses of such marks shall inure to the benefit of Live Cargo. All other trademarks, trade names, service marks, logos, product names, and Live Cargo names appearing in connection with the Services are the property of their respective owners.

12. Indemnification. You agree to defend, indemnify and hold harmless Live Cargo, its officers, directors, employees, contractors and suppliers and licensors, from and against any and all loss, claim or liability (including without limitation all attorneys’ fees and expenses) which they may incur in connection with: (a) Your breach of this Agreement or any other rules or guidelines provided by Live Cargo; (b) Your use of the Services; or (c) any User Materials.

13. Amendment. Live Cargo reserves the right to amend this Agreement and its rules and guidelines at any time by providing You with Notice of such amendment. If You do not agree to the terms of such amendment, rules or guidelines, you may terminate this Agreement and Your use of the Services and Software by providing notice of the same to Live Cargo within 10 business days of the date of such notice. Such amendment shall be effective after the expiration of such ten day period.

14. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the "Uniform Arbitration Act") and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees.

15. Miscellaneous. This Agreement and the rights granted hereunder may not be assigned or transferred by you, in whole or in part. Without limiting the foregoing, you may not provide any other person access to the Services. If any provision of this Agreement is held invalid, such invalidity shall not affect any other provisions of this Agreement. Headings are inserted for reference only and shall not be construed as a part of this Agreement. No failure or delay on the part of Live Cargo to exercise any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise thereof or of any other right. This Agreement represents the entire understanding and agreement between you and Live Cargo concerning your Use of the Services and Product, and supersedes any prior representations, understandings or agreements.