This Usage and Disclaimer Agreement (“Agreement”) is entered into between 242 LLC, a Florida limited liability company, d/b/a Event Ground Global (Licensor) and the User

1. Grant of Right to Use:
Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to User a limited and non-exclusive license to access and use Licensor’s software program, Manifest Optimization Solution (“MOS”), for User’s own business purposes and for the business purposes of its clients.

2. Scope of Use and Term:
a. User shall use MOS for its own business purposes and shall not use, or permit others to use, MOS to process information for any person or entity other than User, except that User may permit such of its clients as User authorizes to access and use MOS for that client’s business purposes.

b. The term of this license is Twelve (12) Months subject to earlier termination as set forth in Section 6 hereof. Unless this license is terminated as set forth in Section 6 hereof, or unless Licensor or user notifies the other party in writing not later than 60 days prior to the expiration of the initial or any subsequent renewed term of this Agreement of its intention to terminate this Agreement at the expiration of its term or any renewed term, this Agreement shall be renewed and extended for an additional year beyond the expiration of the Agreement’s initial or any renewed term. The License Fee for a renewed term shall be such amount as is in effect as of the expiration of the initial or a succeeding renewed term.

c. User may not copy, download, translate, decompile, or create by reverse engineering or otherwise, MOS, its source code, or adopt in any way or use it to create a derivative work.

d. MOS and all code pertaining thereto is resident on Licensor’s servers. Upon the conditions set forth in Section 3 hereof, User will be granted the right to access and use MOS.

3. Fees and Payment:
a. User’s access to and use of MOS is conditioned upon: (a) execution and delivery of this Agreement to Licensor; (b) User providing to Licensor accurate and current information about itself as specified by Licensor’s Registration Form, which form User shall update in the event any information set forth therein becomes obsolete during the term or a renewed term of this Agreement; and (c) the payment or agreement to pay in an annual payment or in monthly installments, the License Fee set forth on Schedule I hereto.

b. All payments of the License Fee and of Transactional Fees, as may apply, shall be made by User’s valid credit card. If User has elected to make payment in monthly installments, User’s credit card will automatically be debited on a monthly basis. If User has elected to pay the License Fee in a single annual payment, unless User has served notice to terminate the Agreement as provided by Section 2.2, User’s credit card will be automatically debited on the annual renewal date of this Agreement. User hereby authorizes Licensor to debit its credit card for Transactional Fees as may apply at the time such fees accrue.

c. Upon automatic renewal of the term of this Agreement, the annual License Fee shall increase ___6____% from the License Fee applicable to the expiring term.

4. Ownership:
User acknowledges that it has no ownership or, except for the limited right herein granted to access and use, other interest in MOS, and acknowledges that all such rights belong exclusively to Licensor. User shall not, by virtue of this Agreement or otherwise, acquire any proprietary right whatsoever in MOS. User may not delete any identifying mark, copyright or proprietary right notice from any document as User may print from Licensor’s website.

5. Access, Passwords and Security:
You may designate up to ___TBD__users under your account. You may assign to each user such passwords as you wish provided that any access to MOS or your unique data processed by MOS, received by Licensor by virtue of access to your account through use of passwords will be deemed to have been sent by User. Should User become aware of any authorized use of its account number, passwords, or other access information, or become aware of the theft of such information, User shall immediately notify Licensor.

6. Termination of Agreement:
a. By Licensor
Licensor may terminate this Agreement should User fail timely to pay, within 10 days of the date upon which payment is due, its License Fee or any installment thereof; should User attempt to copy, download, translate, decompile, or reverse engineer MOS or its source code; should User attempt to gain access to Licensor’s servers other than as permitted by this Agreement; should User permit persons or entities, other than User’s authorized employees or clients, to gain access to and usage MOS ; or should User breach any other provision of this Agreement, which breach is not cured within ten (10) business days of Licensor’s notification to User of such breach.

b. By User
MOS was created to optimize ground transportation services by improving the accuracy of event manifests and speed in which they may be created. MOS is not, nor is it intended to be, fulfillment software and User should not rely upon MOS for that purpose. If MOS fails to perform its intended task, User shall promptly notify Licensor of such failure, and Licensor shall use its reasonable efforts to correct any non-conformity in MOS. Should Licensor fail to correct the deficiency in MOS within __10___ days after User notifies Licensor, User may terminate this Agreement by notifying Licensor in writing of such failure. Licensor shall be permitted access to User’s data and hardware as necessary to correct such failure. In the event of termination as herein provided, User shall be relieved of any obligation to pay further installments of the License Fee. Should User have paid its License Fee in full upon execution of this Agreement, Licensor shall refund to User an amount prorated for the number of months remaining in the term of this Agreement.

7. Indemnification:
Licensor will indemnify and hold User and its officers and employees harmless from and against any and all claims, actions, damages, judgments, costs and expenses (including attorney’s fees) to the extent that such is based on a claim that the MOS software infringes any United States patents, copyrights, licenses, trade secrets or other proprietary rights, provided that User promptly notifies Licensor in writing of any such claim and provided further that Licensor shall have the exclusive right to control defense to such claim. In no event shall User settle any such claim, lawsuit or proceeding without Licensor’s prior written approval. The foregoing states the entire liability of Licensor with respect to infringement of any copyrights, patents, licenses, trade secrets or other proprietary rights by MOS or any portion thereof, and User hereby expressly waives any other such liabilities.

8. Warranties:
1. Licensor warrants that it owns or otherwise has the rights in MOS and has the right to grant to User the license and rights described in this Agreement. Licensor further warrants that MOS will permit User to prepare ground transportation manifests. Licensor’s sole obligation or liability for infringement shall be to indemnify and hold User harmless as set forth in Section 7 hereof, and with respect to the functionality of the software, Licensor’s sole obligation under this warranty shall be to use its reasonable efforts to correct, after receipt of written notice from User of the software’s failure to perform, such deficiency. Should Licensor fail to remedy material defects in the software, User’s sole remedy and Licensor’s sole liability shall be to refund of any License Fee paid hereunder for the unexpired portion of the term of this Agreement. THE WARRANTY SET FORTH IN THIS SECTION 8 IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR EXPRESSLY DISCLAIMS, AND USER HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SOFTWARE WILL MEET USER’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE IF ANY, WILL BE CORRECTED. LICENSOR’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE OR RELATED SERVICES. 2. USER AGREES THAT LICENSOR SHALL HAVE NO LIABILITY TO USER WITH RESPECT TO LICENSOR’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, OR ANY OTHER MATTER RELATING TO MOS.

9. Assignment:
This Agreement shall apply to and inure to the benefit of, and being binding upon, the parties hereto and upon their permitted successors in interest and permitted assigns. User may not assign, without the prior written consent of Licensor, which consent Licensor may grant or withhold in its unfettered discretion, User’s rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. Licensor may assign this Agreement.

10. Exclusivity:
User covenants and agrees that for the term of this Agreement, User shall use exclusively MOS for purposes of preparing ground transportation manifest, and shall not use software from any other source or provider as may provide or as may claim to provide the same service.

11. Licensor’s Remedies:
User acknowledges and agrees that if it should fail to pay the License Fee, or installments thereof, Licensor will be damaged in an amount equal to that portion of the total License Fee remaining to be paid. Unless User terminates this Agreement for cause as specified in Section 6.a. hereof, Licensor shall be entitled to recover damages as it may suffer as a consequence of User’s breach of its obligations as specified in this Agreement.

12. Miscellaneous:
1. Entire Agreement. This Agreement, including attachments, constitutes the complete understanding and agreement of the parties and supersedes and merges all previous agreements, representations, understandings and statements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a writing subscribed to and by authorized representatives of both parties.

2. Governing Law. This Agreement shall be governed by the laws of the State of Florida, without giving effect of principals of conflict of laws of each state or international treaties. Licensor and User hereby agree on behalf of themselves and any person claiming by or through them that any dispute arising from or relating to this Agreement shall be resolved by binding arbitration conducted before the American Arbitration Association or such other dispute resolution body as to which the parties may agree in Broward County, Florida. The party prevailing in such arbitration shall be awarded its costs and reasonable legal fees.

3. Notice. Any notice provided pursuant to this Agreement, shall be in writing and shall be deemed given, if mailed, three (3) days after deposit in the United States Mail, postage-prepaid, certified mail, return receipt requested. If delivered by email, it shall be deemed given as of the time of confirmed mailing. All notices to User shall be addressed as set forth on the first page hereof. All notices to Licensor shall be addressed as follows:

4. Taxes. User shall, in addition to the payments required hereunder, pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding however, income taxes on net profits which may be levied against Licensor.

5. Maintenance. User acknowledges that Licensor, to enable itself to maintain, upgrade, and to test proper performance of MOS, Licensor may take MOSoffline for not more than __12__ consecutive hours. Licensor shall provide notice to User not less than 48 hours prior to the time at which access to MOS is to be interrupted.