TRINETICA SOFTWARE END USER LICENSE AGREEMENT

By agreeing to have any of Trinetica LLC software products installed on to your computer equipment and by subsequent use of the Software, you agree to comply with the terms of this general End User Agreement (“EULA”) where no specific agreement is in place between Trinetica LLC and the user of the software. If you do not agree to the terms of this EULA, do not install or use the Software. This EULA applies to any upgrades and supplements to the original Software provided and is referred to on your opening screen.

1. The Licensed Software is owned and copyrighted by Trinetica (“Trinetica”). The Software is licensed, not sold, only on the terms of this EULA. Acceptance and installation of the software indicates your acceptance of the terms and conditions of this EULA.

Upon receipt and installation of the software and payment of the license fee, you will acquire the right to use the Software in object code form, directly from Trinetica. You assume responsibility for the selection of the program to achieve your intended results, and for the installation, use and results obtained from the Licensed Software.

2. In consideration of your acceptance of the terms and conditions contained in this EULA, Trinetica grants you a non-exclusive license to use the Licensed Software and the associated documentation for your own needs. You are not licensed to rent, lease, and transfer or distribute the Software. You may not allow any third party to access or view the Software for any reason other than to assist you professionally in your business where the software is currently being used.

3. Title and copyright to the Software, including object code media and documentation, remain with Trinetica. You may not copy, reproduce or make data transmissions, in whole or in part, except as is necessary for back-up or archival purposes. You may not reverse engineer, translate, disassemble or decompile the Software, in whole or in part.

4. A Monthly License Fee to use, or continue to use, the Software is payable the 15th of each month. This fee will be based on loads processed by the Software. Failure to pay the Monthly License Fee will be in conflict with this EULA and will lead to termination of the contract.

5. The license is effective upon acceptance and installation of the Licensed Software and shall continue until terminated. You may terminate it at any time by destroying the Licensed Software media. Trinetica has the right to terminate this Agreement if you fail to comply with any term or condition of this EULA. Upon termination you shall stop all use of the Software and return the Licensed Software and all copies and documentation to Trinetica or destroy the Licensed Software and provide Trinetica with a statutory declaration signed by you declaring that the Licensed Software and the documentation and all copies have been returned or destroyed and the copy of the Licensed Software on the hard disk has been removed.

6. Copyright and confidentiality of the Software will survive any termination of this EULA in perpetuity.

7. Trinetica’s entire liability and your exclusive remedy, is limited to your purchase price, which shall be paid to you upon return of the Licensed Software and the statutory declaration required above certifying complete return.

In no event will Trinetica be liable for any loss of profits, loss of use, or indirect, special, incidental or consequential damages in any way related to or arising out of the use of the Software. Trinetica’s maximum liability shall in no event exceed the previous monthly subscription fee paid to Trinetica for the Licensed Software.

8. The prevailing party in any action or proceeding between Trinetica and End-User Licensee arising out of or related to this Agreement shall be entitled to recover reasonable legal fees and costs, including lawyers’ fees, which may be incurred.

9. This Agreement shall be construed and enforced in accordance with the laws of the state of Indiana and each party agrees to be subject to those relevant laws.

Copyright law protects the Licensed Software and accompanying documentation. Except as specifically authorized in writing by Trinetica, copying, duplication, sale, distribution or other use of the Licensed Software is prohibited.

It is understood and acknowledged that Trinetica has the absolute right to obtain injunctive relief to protect Trinetica’s proprietary rights.

By using the Software, you further agree that this is the complete and exclusive statement of the Agreement which supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this EULA.

If any provision of this Agreement is held to be invalid or unenforceable the remaining provisions will not be affected.