1. CARRIERFINDER SERVICE: 
General.  The following terms of use are incorporated by reference, shall constitute the terms of use (“Terms of Use”) between CTG CORPORATION (“CTG”) and Customer (“Customer”, “you”, or “your”).   The term Customer shall include any Authorized User of Customer (“Authorized User”).  These Terms of Use shall be deemed to have been accepted by Customer’s execution of the Order Form, and by any of the following: (i) Customer’s commencement of use of the CARRIERFINDER Service; (ii) CTG granting access to the Customer for use of the CARRIERFINDER® Service; or (iii) CTG’s performance of any services hereunder.

Description.  The “CarrierFinder Service”, sometimes referred to as just “CarrierFinder,” or the “Service,” means the CARRIERFINDER application, data, maps and services provided by CTG.   The CARRIERFINDER Service is proprietary to CTG and is protected by intellectual property laws and international property treaties. CTG shall retain all right, title and interest in the CARRIERFINDER Service and any and all of CTG’s trade names, trademarks, logos and service marks respecting the Service, now or in the future owned or licensed by CTG or its affiliates  

2.  TERMS OF USE OF THE SERVICE: 
Grant of License. Upon execution of this Order Form and acceptance by CTG, CTG grants the Customer and any Authorized User a limited, non-exclusive right to use the CARRIERFINDER Service. Restrictions On Use.  The CARRIERFINDER Service shall be used only for your own business, which includes providing, using or showing CARRIERFINDER information, data and maps to customers or potential customers during the sales process. No license is granted to any right not specifically listed or referenced in these Terms of Use.  You shall not: (i) permit any unauthorized parties to use CARRIERFINDER; or (ii) process or permit to be processed the data and/or inquiries of any other party; or (iii) use CARRIERFINDER for competitive intelligence, competitive research analysis, or for the collection and analysis of strategic research concerning your competitor. You may not remove any proprietary notice of CTG from any copy of the CARRIERFINDER data or maps unless authorized by CTG by use of white labeling program, etc.  Only CTG shall have the right to alter, maintain, enhance, or otherwise modify the CARRIERFINDER Service.  Further, unless otherwise expressly provided for in these Terms of Use, you shall not, whether directly or indirectly: (a) reproduce, modify, adapt, or translate the CARRIERFINDER data, maps, or any portion thereof; (b) sell, lease, sublicense, or distribute the CARRIERFINDER® data, maps, or any portion thereof; (c) disassemble, decompile, or reverse engineer the CARRIERFINDER application, data, maps, or any portion thereof; or (d) engage in any other activity that violates these Terms of Use. Customer agrees that each user will have their own subscription and that access will not be shared with other users unless they are paying for the service under a multi-user subscription or they have their own subscripton.  Customer agrees only that no automatic/scripted services may be used to perform any action within the system unless this is performed within the required API. 

3.  CUSTOMER REPRESENTATIONS AND WARRANTIES:  
By using the CARRIERFINDER Service, you represent and warrant that: (a)  you have the power and authority to enter into and perform your obligations pursuant to the Terms of Use; (b) you shall comply with all Terms of Use, including, without limitation, the Terms of Use set forth in Section 2; and (c) that you are liable and responsible for any Authorized User of the Service.  Further, Customer warrants and represents that it will advise Authorize User of these Terms of Use and the rights and restrictions stated herein.  

4.  INDEMNIFICATION:
Customer shall indemnify and hold harmless CTG and its trustees, directors, officers, employees, affiliates, agents, successors, and third-party suppliers from and against any and all  losses, liabilities, judgments, obligations, expenses, damages, awards and costs (including reasonable legal fees and expenses) arising from any claim, demand, action or proceeding based upon any act or omission of Customer or any Authorized User in connection with the use of the Service or the performance of services thereunder, except to the extent that such liabilities, obligations, costs, expenses, damages and claims are caused by the negligence of CTG, its trustees, directors, officers, employees, affiliates, agents, vendors, successors or third-party suppliers.  CTG shall indemnify and hold harmless Customer and its trustees, directors, officers, employees, affiliates, agents, vendors, successors, and third-party suppliers from and against any and all losses, liabilities, judgments, obligations, expenses, damages, awards and costs (including reasonable legal fees and expenses) arising from any claim, demand, action or proceeding, including infringement to intellectual property rights of third parties, based upon any act or omission of CTG in connection with this Agreement, CTG’s obligations hereunder and at law, except to the extent that such liabilities, obligations, costs, expenses, damages and claims are caused by the negligence of Customer or Authorized User, its trustees, directors, officers, employees, affiliates, agents, vendors, successors or third-party suppliers. 

5.  DISCLAIMER OF WARRANTIES:
The information and data provided through the CARRIERFINDER Service has been prepared, supplied and compiled, in part, by third-parties.  CTG and its third-party suppliers do not independently verify the accuracy and completeness of such information and data nor do they warrant that the Service will be error-free or satisfy all the requirements of the Customer.  EXCEPT AS EXPRESSLY STATED HEREIN, CTG AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE RESPECTING THE SERVICE, OR ANY COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  The Customer accepts the information and data on an “as is” basis and CTG neither assumes nor accepts any liability, including liability in negligence or negligent misstatement, to the Customer for any inaccuracy or incompleteness in such information or data.  CTG shall have no obligation to update or correct data incorporated into the CARRIERFINDER Service except as expressly provided herein.

6.  LIMITATION OF LIABILITY:
Under no circumstances shall CTG or its parent, subsidiary or affiliate companies or anyone working for or on behalf of CTG or its parent, subsidiary or affiliate companies, or shall CTG’s third-party suppliers be liable to Customer for any indirect, incidental, consequential, special, exemplary, or punitive damages, in any case arising out of or relating to Customer’s use of any part of the CARRIERFINDER Service, no matter what the claim is based on and even if CTG has been advised of the possibility of such damages.  Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.  CTG’s aggregate liability, whether in tort, contract or otherwise and, notwithstanding any fault, negligence or strict liability of CTG regarding the Service, shall not exceed the amount paid by the Customer to CTG for the Service.  THIS SECTION SHALL NOT LIMIT THE REMEDIES OR RECOURSE AVAILABLE TO CTG AND ITS THIRD-PARTY SUPPLIERS FOR ANY DAMAGES RESULTING FROM THE BREACH OF THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE UNAUTHORIZED OR UNNACCEPTABLE USE OF THE SERVICE, OR ANY PART THEREOF.

7.  GOVERNING LAW AND CHOICE OF FORUM:
Any dispute arising hereunder shall be brought in the Commonwealth of Washington State, and governed by, interpreted and construed in accordance with the laws of the Commonwealth of Washington State without regard to choice of law principles.  

8. TERM:
Use of this service does not require a contract term but customer agrees to pay a minimum of (1) month subscription fee and fee will continue to be billed each month until terminated. Termination of service may be made at any time but customer agrees to pay the remainder of the billing month the service has been terminated. Customer may also pay in advance (1-3 years) to receive discounts for associated service. At the end of the term, customer will be automatically billed for the same period to retain discounted rates, however customer may notify CTG anytime before the end of the term to cancel automatic renewal. The customer may also cancel the service up to 30 days after the renewal and will be refunded the number of months remaining.

9. SERVICE LEVEL AGREEMENT (SLA)
CarrierFinder provides no guarantee of service availability and will offer no credits based on down time and/or availablity of service.

10.EXCLUTIONS
CTG and customer may modify individual items related to this document on Individual Case Basis.