Velatrack^SM User Agreement

1. Velatrack^SM, Inc., has developed and is the owner of the Velatrack^SM Tracking Services (Tracking Service). We are in the business of providing shipping and tracking services to our Customer for a fee.

2. Such Tracking Services either track (i) containers our Customer is shipping and/or receiving for its own business or (ii) containers of principals for which our Customer acts as the agent for the principal or agent for an agent on behalf of such customers (“Agent Customer”).

3. Many carriers place Shipping Information regarding their customer shipments on the internet for access by such shipping customers to track the status of that customer’s shipments through that carrier. We have developed a software program that can electronically access Shipper Information by the internet or similar means for shippers that allow such access, compile such information and provide a single report for Our Customer as part of our copyrighted software program (© 2007 VelaTrack^SM, Inc.) titled Velatrack^SM which report is updated periodically and available through our designated web page, http://www.velatrack.com/. Tracking Services do not cover or include Shipper Information that is not available by such electronic access and retrieval.

4. You wish to subscribe for access to and use of such Tracking Services for either (i) your own shipments or (ii) or your Agent Customers as indicated on Schedule 1.

NOW, THEREFORE, IN CONSIDERATION OF THE PAYMENTS AND SERVICES OUTLINED HEREIN, the parties hereto agree as follows:

1. We hereby grant you, the Client, a limited, non-exclusive, nonsublicenseable and non-transferable right to access and use the Velatrack^SM Tracking Services set forth on Schedule 1.1 (the “Services”) in accordance with the specific limitations set forth in this Agreement and the performance specifications set forth in Schedule 1.1.

Additionally, you agree to (i) limit access to the Service to such uses and to employees and agents whose duties cover such access, (ii) inform such employees and agents of limitations on use, (iii) not attempt to reverse engineer, disassemble or decompile Velatrack^SM, (iv) use any device, software or technique that would interfere with or attempt to interfere with the proper working of Velatrack^SM, (v) access or allow the access of any information other than for your own shipments or those of your customers for which you are an agent, (vi) republish, redeliver or distribute any information we provide you to third parties, other than your customers relating to solely a customer’s shipment, other than as expressly permitted, or (vii) make any other use of the webpage or Services.

2. You also hereby grant us a special power of attorney on behalf of you as your agent and, if you are an agent or subagent, on behalf of your principal on your principal’s behalf to as your or its lawful attorney-in-fact with full power and authority to act for purposes of contacting and accessing by any media (including, without limitation, phone, mail, e-mail, facsimile or internet websites) shippers with which you or, if you are an agent, your principals, are shipping for or to the such parties containers and other cargo shipments (“Shipping Units”) to ascertain information related to the shipment and delivery status of such Shipping Units with us, as such attorney, authorized to do and take all action necessary and to sign all documents necessary or convenient on the undersigned’s behalf to accomplish the foregoing. You agree a third party may rely on this power of attorney without any need to inquire or confirm the authority of our attorney-in-fact. This Power of Attorney is coupled with an interest and may not be revoked.

3. The term of this Agreement shall be for a period of twelve months from the date of the Agreement; provided, that the Agreement shall continue thereafter so long as we continue to perform services for you.

4. The prices for the Tracking Services are set forth in Schedule 1.1 and will, unless otherwise agreed to in writing by Velatrack^SM and the Customer; remain fixed for the term of this Agreement. Additionally, we may increase the fees we charge under Schedule 1.1 upon sixty (60) days prior written notice to you.

5. Early Cancellation Penalty: If the subscription is cancelled prior to the expiration of 12 months, customer will be charged for the remaining balance of the one-year term or 90 days of service, whichever is less.

6. License: Client will receive or may access and retrieve the Tracking Services only in the medium(s) specified in Section 2 above and only for use by the Client's Authorized Employees solely in accordance with the terms and conditions of use set forth in the Sections 1 and 2 of the accompanying User Agreement.

7. Counterparts: This Service Agreement may be executed in two or more counterparts, which may be facsimile counterparts, each of which shall be deemed to be an original, but all of which shall be deemed collectively one and the same instrument.

The following terms and conditions are incorporated in and are a part of the attached Service Agreement between Velatrack^SM and the Client identified in the Service Agreement.

1. License. Velatrack^SM grants Client a non-exclusive, non-transferable, revocable license, without the right to sublicense, to download and use Licensed Information identified in the Service Agreement, solely and exclusively in connection with the pursuit of Client's business by the Authorized Employees designated in the Service Agreement, during the Term of this Agreement, subject to the terms of this Agreement. Velatrack^SM grants Client no other right or license with respect to Licensed Information, whether by implication, estoppel, operation of law, or otherwise. All rights not expressly granted to Client by this Agreement are reserved to Velatrack^SM or its licensors.

2. Restrictions on Use of Licensed Information. Client and its Authorized Employees shall not: (a) directly or indirectly, allow any third party to download or use Licensed Information; (b) disclose the substance of Licensed Information to any third party, except that Authorized Employees may communicate discrete data derived from Licensed Information to third parties in order to carry out Client's business; (c) modify, reverse engineer, disassemble, or decompile any software programs associated with Licensed Information; (d) store or transmit Licensed Information in or to any web site, newsgroup, mailing list, or electronic bulletin board, or regularly or systematically store Licensed Information in electronic or print form, without the prior written consent of Velatrack^SM. Any breach of these restrictions may result in immediate termination of this Agreement and liability for damages.

3. Ownership and Confidentiality of Licensed Information. Client acknowledges that Velatrack^SM owns all right, title and interest in and to Licensed Information and all associated software and other materials. Client agrees that it shall not remove, obscure, or modify any copyright, trademark, or other form of proprietary notice or indicia of origin on Licensed Information, or use Velatrack^SM trademarks or other form of proprietary notice or indicia of origin absent the prior written consent of Velatrack^SM. Client further acknowledges that Licensed Information contain valuable trade secrets and confidential information of Velatrack^SM and its licensors, and Client agrees to take all reasonable measures to maintain the confidentiality of Licensed Information and to ensure that it is not downloaded, used, or disclosed by or to third parties.

4. Injunctive Relief. Client acknowledges that any unauthorized use, disclosure, or transfer of Licensed Information may diminish substantially the value of such Information and cause Velatrack^SM irreparable harm. Therefore, Client agrees that Velatrack^SM shall be entitled to injunctive or other equitable relief, without any requirement to post an injunction or surety bond, in addition to all available legal remedies, arising from or related to any breach of the obligations of Client or its Authorized Employees of the provisions of Sections 1 through 3.

5. Payment of Subscription Fee and Taxes. Velatrack^SM will issue monthly invoices in U.S. dollars to Client for the Subscription Fee(s) set forth in the Subscription Agreement, plus payment of all applicable sales and other taxes which may be levied or assessed based on Client's payment for, or use of, Licensed Information, and any other amounts that may be due and payable under this Agreement. Client shall pay each invoice within thirty (15) days of the date of the invoice. All payments are non-refundable.

6. Disclaimer of Warranties. Client expressly acknowledges that Licensed Information and associated data are derived from third-party sources, such as ship manifests and other documents submitted to the United States Customs Service by shippers, freight forwarders, and consignees, over which Velatrack^SM has no control, and that Velatrack^SM has not made, and does not make, any representations whatsoever as to the accuracy, completeness, reliability, or timeliness of Licensed Information. Velatrack^SM accordingly makes no warranties with respect to Licensed Information or associated software, and DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OF LICENSED INFORMATION.

8. Limitation of Liability.

8.1 Direct Damages. OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR SERVICES UNDER THIS AGREEMENT FOR THE PRIOR TWELVE MONTHS.

8.2 Consequential Damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DAMAGES EXCLUDED BY THIS SECTION SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY HOLDING BY ANY COURT THAT ANY OF THE LIMITED REMEDIES SET FORTH IN THIS AGREEMENT MAY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9. Force Majeure. Velatrack^SM, Inc., shall not be deemed to be in default for any delay or failure in performance or interruption of the delivery of Licensed Information resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

10. Unauthorized Use. Client agrees to immediately notify Velatrack^SM, Inc., if it becomes aware of any unauthorized use of Licensed Information or any Software.

11. Entire Agreement and Amendment. This User Agreement and the attached Subscription Agreement constitute the entire and complete understanding of the parties and supersede all prior communications, representations, understandings, and agreements, whether oral or written, by or between the parties. This Agreement may only be amended or modified by written instrument executed by both parties.

12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Oregon or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Oregon to apply.

13. Arbitration. Any controversy, claim or dispute arising out of or related to this Agreement, other than a lawsuit for moneys owing hereunder the amount of which is not contested by Customer, will be settled by the Arbitration Services of Portland (or any successor thereto) pursuant to its commercial arbitration rules in [Portland,] Oregon before a single arbitrator agreed upon by the parties. If the parties are unable to agree upon a single arbitrator or the amount in controversy exceeds $1000.00, the arbitration will be conducted by a panel of three arbitrators, with each party selecting one arbitrator and the two selected arbitrators selecting a third. The parties will keep all facts and other information relating to the arbitration confidential to the fullest extent permitted by law. Any party may, without inconsistency with this Section 14.15, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the selection of the arbitrator(s) or the determination of the merits of the controversy, claim or dispute.

14. Attorney’s Fees. In the event of any arbitration or litigation arising out of or in any way related to any provision set forth in this Agreement, including (without limitation) any proceeding brought under the United States Bankruptcy Code, the prevailing party will be entitled to recover from the losing party, in addition to any other relief awarded, its reasonable attorney’s fees, costs and expenses incurred at arbitration, at trial, on appeal and on petition for review.

12.Governing Law and Forum Selection. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Oregon or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Oregon to apply.