Effective Date: March 19, 2008

THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF THE SmartBOL® WEB SITE AND THE SERVICES (AS DEFINED BELOW). YOUR VIEWING OR USE OF THIS WEB SITE WILL CONSTITUTE YOUR AGREEMENT, ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (HEREINAFTER COLLECTIVELY "YOU" OR "YOUR"), TO ALL OF THE TERMS AND CONDITIONS PROVIDED BELOW. SmartBOL MAY MAKE FUTURE CHANGES OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE AND YOUR SUBSEQUENT VIEWING OR USE OF THE SmartBOL WEB SITE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES AND MODIFICATIONS. THERE MAY BE ADDITIONAL TERMS AND CONDITIONS PROVIDED THROUGHOUT THE SmartBOL WEB SITE GOVERNING YOUR USE OF PARTICULAR FUNCTIONS, FEATURES, PAYMENT TERMS, INFORMATION AND APPLICATIONS AVAILABLE THROUGH THE SmartBOL WEB SITE. FOR PURPOSES OF THIS AGREEMENT, THE TERM “SmartBOL” SHALL MEAN ADI DATA INTERNATIONAL, INC.

1. SmartBOL Web Site Use. The SmartBOL Web Site is provided solely for the use of SmartBOL customers and other permitted entities. The SmartBOL Web Site allows shippers to manage shipping activities such as rate shipments, prepare shipping documentation and maintain shipping history any and all services provided by SmartBOL to you either now or in the future (the “Services”) Using this site and the Services, users may create Bill of Lading documents. These Terms and Conditions together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time by SmartBOL (collectively, the "Agreement"), constitutes the entire agreement between SmartBOL and you regarding the Services, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement.

2. Privacy Policy. SmartBOL is dedicated to establishing trusting relationships with its customers, based on respect for personal identity and information. To demonstrate its commitment to customer privacy, SmartBOL developed a Privacy Policy, a current copy of which is available at www.smartbol.com/privacy.html. If SmartBOL decides to change its privacy practices, it will post those changes in the Privacy Policy, and other places it deems appropriate, so that you are always aware of what information is collected, how it is used, and under what circumstances, if any, it is disclosed.

3. Registration. Certain areas of the SmartBOL Web Site may require registration for access. By registering with SmartBOL, you agree to provide accurate and current information about yourself as prompted by the SmartBOL Web Site registration form and maintain and promptly update your profile information to keep it accurate and current. If you provide any information that is inaccurate or not current, or SmartBOL has reasonable grounds to suspect that such information is inaccurate or not current, SmartBOL has the right to suspend or terminate the Services and/or your SmartBOL Web Site registration. By registering via the SmartBOL Web Site, an Account/User I.D. and Password may be provided to you. You are responsible for maintaining the confidentiality of the any Password and User I.D. provided to you, and you are responsible for all activities that occur under your Password and User I.D. You agree to (a) immediately notify SmartBOL of any unauthorized use of your User I.D. and Password, and (b) ensure that you exit from your SmartBOL Web Site session at the end of each visit.

4. Changes to the SmartBOL Web Site. The SmartBOL Web Site and its content, including without limitation the information, graphics, products, features, functionality, services, and links (collectively the "Content") and the Services may be changed, deleted or updated without notice.

5. Modifications to Services. SmartBOL reserves the right to modify or discontinue any of the Services with or without notice to you. SmartBOL shall not be liable to you or any third party should SmartBOL exercise its right to modify or discontinue the Services.

6. Term. SmartBOL may discontinue, suspend or modify the SmartBOL Web Site at any time without notice, and SmartBOL may block, terminate or suspend your and any user's access to the SmartBOL Web Site at any time for any reason in its sole discretion, even if access continues to be allowed to others. In addition to the foregoing, you acknowledge that in the event that you fail to timely pay for your use of the Services, that SmartBOL may terminate this Agreement and your access to the Services without notice and that any data or information stored on the Web Site or through the Service may be deleted by SmartBOL. You further agree that SmartBOL has no responsibility or liability whatsoever for the deletion or failure to store any information maintained or transmitted by the Service.

7. Consequences of Termination. Upon termination of this Agreement all access to the Web Site or the Services will be terminated and all your users (“End Users”) will be notified of a different website from which they may regain access to the SmartBOL Services. Every End User is a customer of SmartBOL. In addition you shall (a) cease forthwith to use any SmartBOL trademarks or any imitations or approximations thereof;(b) not hold itself out as connected with SmartBOL; and (c) not divulge or use any confidential information of SmartBOL.
8. Ownership: ADi Data International Inc. owns The SmartBOL Web Site, the Content, and the Services and its Content are protected by United States and international copyright, trademark and other laws. Specifically, SmartBOL does not convey to anyone, through allowing access to the SmartBOL Web Site, any ownership rights in the SmartBOL Services, Web Site or in any Content appearing on or made available through the SmartBOL Web Site.

9. Charges. You agree to pay all charges for your use of Services at the prices then in effect. SmartBOL reserves the right to charge value-added ("VAT"), sales or other taxes on the Services as it deems appropriate and SmartBOL reserves the right to change prices or institute new charges for access to or use of the Services. All changes will be posted by SmartBOL at the Web Site and you will receive an email notification regarding any price changes. You are responsible for regularly checking your email or the Web Site and reviewing such pricing information to obtain timely notice of such changes. Continued use of Services or non-termination of your account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.

10. Payment of your account balance is due monthly and, unless you have a qualified business account, must be made by the credit or debit card designated by you for SmartBOL use and transactions. If your account is a qualified business account and is approved by SmartBOL for corporate billing, charges will be accumulated, identified by a customer identification number and invoiced on a monthly basis. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that SmartBOL is authorized to charge your designated card.

11. Payment. SmartBOL reserves the right to suspend or terminate your account, including terminating access to the Services to any End Users, without notice upon rejection of any card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to SmartBOL when SmartBOL believes you are liable for the charge, or in the event that you default on your payment obligations to SmartBOL. Such rights are in addition to and not in lieu of any other legal rights or remedies available to SmartBOL.

12. Disclaimer of Warranty. THE SmartBOL SERVICES, WEB SITE AND ITS CONTENT ARE PROVIDED "AS IS". SmartBOL AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, REGARDING ANY SUCH CONTENT AND YOUR ABILIITY OR INABILITY TO USE THE SmartBOL SERVICES, WEB SITE AND ITS CONTENT. SmartBOL MAKES NO WARRANTY THAT (i) THE SmartBOL SERVICS OR WEB SITE WILL MEET YOUR REQUIREMENTS, (ii) USE OF THE SmartBOL SERVICES OR WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SmartBOL SERVICES OR WEB SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SmartBOL SERVICES ORWEB SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

13. Limitation of Liability: USE OF THE SmartBOL SERVICES, WEB SITE AND / OR CONTENT IS AT YOUR SOLE RISK. SmartBOL WILL IN NO EVENT BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES UNDER ANY THEORY OF LAW FOR (i) ANY ERRORS IN OR THE USE OF OR INABILITY TO USE THE SmartBOL WEB SITE AND ITS CONTENT, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR (iii) ANY OTHER MATTER RELATING TO THE SmartBOL WEB SITE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS, DATA, OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF YOU HAVE ADVISED SmartBOL OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF SmartBOL AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SERVICES OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S. $50.00. YOU HEREBY RELEASE SmartBOL AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

14. Indemnity: You hereby release, and agree to indemnify and hold harmless SmartBOL, its parent, affiliates and subsidiaries and their respective officers, directors, employees and agents from any and all claims, demands, causes of actions, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of your use or viewing of the SmartBOL Web Site and its Content.

15. Links to other web sites: There may, from time to time, be links on the SmartBOL Web Site that allow you to visit the sites of third parties. SmartBOL controls neither the third-party sites nor the companies to whom they belong. SmartBOL makes no representations concerning the information provided or made available on such third-party sites nor the quality or acceptability of the products or services offered by any persons or entities referenced in any such sites. SmartBOL has not tested and makes no representations regarding the correctness, performance or quality of any software found at any such sites. You should research and assess the risks that may be involved in accessing and using any software on the Internet before using it.

16. Export: You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which you may access the SmartBOL Web Site regarding access, use, export, re-export and import of any Content appearing on or available through the SmartBOL Web Site.

17. Jurisdiction: The laws of the State of New Jersey shall govern this Agreement. User expressly agrees that any and all dispute relating to or arising out of this Agreement shall be subject to the exclusive jurisdiction of the appropriate courts of the State of New Jersey. User hereby expressly consents to the exercise of personal jurisdiction by the courts of the State of New Jersey.

18. Trademarks: SmartBOL is a registered trade mark of ADi Data International Inc. All other company and product names on the SmartBOL web site may be trademarks of the respective companies with which they are associated.

19. Force Majeure. SmartBOL shall not be liable for non-performance or delay in performance of its obligations should a force majeure event arise, that is, should there occur events beyond SmartBOL’s control such as to render the performance of its obligations impossible, dangerous or disproportionately onerous. Force majeure events include without limitation, catastrophic incidents, vandalism, lightning, power failure, fire, flood, earthquake, acts of nature, emergency, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, riots, curfew, strike or other labor disturbance, industrial disputes, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, virus attacks, worms, Trojans, spyware, adware or other malware, failure of third-party software (including, without limitation, e-commerce software, payment gateways, chat, statistics, or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed.

20. Service Level Agreement (“SLA”). By using the Service, you hereby agree to the following SLA. SmartBOL's guarantee is that the Service will be available to 95% of each calendar month. In order to request a SLA credit, you must contact SmartBOL within seven (7) days after the last day of the calendar month in which the downtime occurred. E-mail notifications that are not sent within the first seven (7) days of the month immediately following the downtime will not be eligible for SLA credits.

The amount of the SLA credits are determined by the following table, based on the amount of uptime the Service has provided for the month in which a credit is requested.

Network Uptime for the Month Percentage of Monthly Fee Credited*
95 - 100% 0% credit
85 – 94.9% 10% credit
75 – 84.9% 25% credit
65 -74.49% 50% credit
55.0 – 64.49% 75% credit
50% and below 100% credit
* Upon proper request.

SmartBOL will apply any applicable credit to your account within two billing cycles after SmartBOL receives the credit request. SmartBOL shall not be liable to reimburse in any form for failure to meet any of the guaranteed service level where such failure arises from any one or more of the following: (i) scheduled downtime, maintenance, or upgrades, (ii) emergency maintenance or upgrades, where such maintenance or upgrades are required by the occurrence of any events outside of SmartBOL's control; (iii) failure of access to the Service, unless such failure is caused solely by SmartBOL, including failures due to third-party software, your abuse or over-utilization of resources, any acts or omissions of any person for whom SmartBOL is not responsible, or any causes whether similar or otherwise outside SmartBOL's control. Credits are exclusive of any applicable taxes charged to you or collected by SmartBOL and are your sole and exclusive remedy with respect to any failure or deficiency in service or in the availability of the Service. This SLA does not relieve you from the obligation to pay your balance in full when it is due. SLA credits are always applied within two billing cycles after the month in which the downtime eligible for SLA credit occurs.

21. Obligations of SmartBOL Partners. For purposes of this Agreement, “Partner” shall mean a SmartBOL Services user who integrates the Web Site and/or the Services into a separate web site with the intent that the Partner will offer SmartBOL’s Services to its customers. SmartBOL will provide the Services although the Services shall not be branded as a SmartBOL product. SmartBOL will co-operate with the Partner to design and create the Partner Pages, which upon completion shall be hosted within the Website. SmartBOL Partners shall host and provide back-up administration and support services for the Website; and create and host the non-SmartBOL branded web site pages (“Partner Pages”).
 
22. Development Charges. Partners requiring chargeable development services will be advised and required to approve the development cost. Partner acknowledges that all intellectual property rights in and to the custom development services provided by SmartBOL shall belong to SmartBOL and that following termination of this Agreement that Partner will not have any right, title or interest to any of the SmartBOL custom work.

23. Web Site and Partner’s Pages. Partner acknowledges that the look and feel and content of the Web Site is owned by or licensed by SmartBOL and that the Partner has no rights therein. The Partner agrees that the copyright in any material (other than Partner's material) commissioned by the Partner for inclusion in the Partner Pages or the Web Site shall if created by SmartBOL belong to SmartBOL and if created by others be licensed to Partners. The Partner grants to SmartBOL a non-exclusive, perpetual, worldwide, royalty-free license to use the Partner materials during the term for the purpose of promoting the Partner Pages and performing the Services.

24. Partner’s Material. The Partner warrants that any Partner's material supplied by it or incorporated by it into the Partner Pages or Web Site is its own original creation; or not protected by third party trademark, copyright or similar protection; or if so protected is licensed for use by SmartBOL Partners; and not offensive, defamatory, unlawful or contrary to any regulatory regime. The Partner acknowledges SmartBOLs' rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in SmartBOL s' opinion likely to be subject to third party complaint.

25. Complete Agreement. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND SmartBOL, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND SmartBOL WITH RESPECT TO THE USE OF THE WEB SITE, AND THE SERVICES, INFORMATION AND CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.

26. Independent Contractors. SmartBOL is an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on SmartBOL’s behalf and you will not make any statement, whether on your own website or otherwise, to the contrary.
27. Assignment. You shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it or purport to do any of the same without the prior written consent of SmartBOL.