Terms of Use

This Terms of Use Agreement ("Agreement") sets forth the agreement between NextBoard, LLC ("NextBoard" or "we") and each user ("you" or "user") governing the use by you of the Nextboard software (the “Software”). Please read this Agreement carefully before using this Software. By using this Software, you agree to be bound by the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions contained in this Agreement, you may not access or otherwise use this Software or any of the NextBoard platform or services. We reserve the right to change these Terms of Use at any time. Such changes shall be indicated on the NextBoard platform and shall become effective upon posting them to this site. By continuing to use this Software after such changes are made, you acknowledge that you have read and understood the revised terms and conditions and that you agree to be bound by all changes.

NextBoard are providing a logistics service and software solution for customers to access and track information on shipments. Specific services and pricing terms depend on your purchase, license, or subscription agreement with NextBoard pursuant to separate agreement and you agree that your access to and use of the Software and services is in accordance with that separate agreement. The fees for the Services will be as described in the order form and related exhibits and attachments (collectively referred to as the ordering document) between you and NextBoard. Payment obligations are non-cancelable, and fees paid are non-refundable. You agree to pay us the fees stated in the ordering document for the duration of the subscription term, and you agree that you do not have a right to termination for convenience. As to any payments you make, our third-party payment processor will (and you hereby authorize it to) bill your payment card or make an ACH transfer for the applicable fee in advance on or shortly after the date you subscribe and/or as described in the ordering document for the duration of the subscription term. You agree to provide us with your applicable credit card and/or ACH information. Payment Terms: Subscriptions will be billed monthly, with collection on the first of every month. If you move to a higher tier of a paid plan, the change will take effect immediately and we will charge you for the additional fees associated with the new paid plan on a pro-rata basis. We reserve the right not to provide you with the Services until the relevant fee has been received in full and cleared funds. If any invoiced amount is not received by NextBoard by the due date, then without limiting NextBoard’s rights or remedies those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any charge owing by you under this or any other agreement for services is 60 days or more overdue, (or 10 or more days overdue in the case of amounts you have authorized NextBoard to charge to your credit card or ACH), NextBoard may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full, provided that NextBoard will give you at least 10 days’ prior notice that its account is overdue. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice. NextBoard can reserve the right to do system-wide maintenance resulting in potential outage so long as announced in advance. NextBoard is not responsible for outages caused by other parties (i.e. AWS or TMS outage). NextBoard is not liable or responsible for any of the freight moved, even if its software was used to acquire a carrier to move it. NextBoard is not responsible for any carrier service failures that occur. NextBoard is not responsible for the rates produced or agreed to on the system, including miscalculated or negative margin rates. Broker discretion required on finalizing all price amounts with customers and carriers. NextBoard reserves the right to cut user and tenant access for any reason at any time

You may be required to establish an account on this Software in order to take advantage of certain features of this Software. If you provide information on this Software, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Software, and (b) maintain and promptly update such information to keep it true, accurate, current and complete to the extent the Software facilitates such updates. If you provide any information that is false, inaccurate, outdated or incomplete, or NextBoard has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, NextBoard has the right to suspend or terminate your account and prohibit any and all current or future use of the Software (or any portion thereof) by you. You will create a username and password while completing the account registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify NextBoard of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You agree to be responsible for all charges resulting from the use of your account on the Software, including charges resulting from unauthorized use of your account prior to your taking steps to prevent such occurrence by changing your password and notifying NextBoard. NextBoard cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You agree to use this Software only for lawful purposes, and that you are responsible for your use of and communications on the Software. The contents you provide may not violate the law, administrative orders, public policy or the rules set out herein. You may not create an account, create account credentials, or otherwise use the Software or NextBoard services using any name, information, account, or account credentials that you do not have a right to use, or impersonate another person. You may not transfer your account to anyone else without our prior written permission. You will not share your account or account credentials with anyone, and you must protect the security of your account and your account credentials. You’re responsible for any activity associated with your account. You shall not to enter any content, information, or any other material into the Software other than that necessary to use the Software and services. You shall not to enter any content that may infringe existing rights and/or may cause offence, especially defamatory or other offensive material or material that might damage other users or the Software or NextBoard. You agree not to endanger or disturb the functioning of the Software in any way, and not to access or attempt to access data you are not allowed to access. You must use best efforts and take all reasonable measures to ensure that information transferred or data you enter are not infected with viruses, worms etc. You further agree that you will not access this Software by any means except through the interface provided by NextBoard for access to the Software. Running or displaying this Software or any information or material displayed on this Software on another website or other service or platform without the prior written authorization of NextBoard is prohibited. Any permitted links to this Software must comply with all applicable laws, rule and regulations. In using the Services, you represent and warrant that: (i) you are an individual of legal age to form a binding contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). (ii) You will only use the Services for your own internal, business or personal use, and only in a manner that complies with all laws that apply to you. (iii) You will not contribute any Content or User Submission (each of those terms as defined below) or otherwise use the Services or interact with the Services in a manner that: (a) Infringes or violates the intellectual property rights, privacy rights, or any other rights of anyone else (including NextBoard); (b) Violates any law or regulation, including, without limitation, any applicable export control laws; (c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) Jeopardizes the security of your account or anyone else’s (such as allowing someone else to log in to the Services as you); (e) Attempts, in any manner, to obtain the password, account, or other security information from any other user; (f) Violates the security of any computer network, or cracks any passwords or security encryption codes; (g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (i) Copies or stores any significant portion of the Content; (j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; (k) Uses the Services for timesharing or service bureau purposes or for any purpose other than your own use; (l) Bypasses any security or other features of the Services designed to control the manner in which the Services is used, harvests or mines Content from the Service, or otherwise accesses or uses the Services in a manner inconsistent with individual human usage; (m) Accesses, tampers with or uses non-public areas of the Services NextBoard’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of NextBoard’s providers; (n) If you are a Driver, uses the Services while driving; (o) Competes with NextBoard with respect to the Services offered; (p) Violates the terms of any agreement you enter into with NextBoard, including any Subscription Agreement, these Terms, or any Additional Terms; (q) Assists anyone else is doing any of the foregoing. If you are using the Services through NextBoard as an organization that needs logistics services (Shipper), you also agree to the additional terms in this section. You represent and warrant that you are one of the following services operators: a bona fide shipper, freight broker, third-party logistics provider (“3PL”), fourth-party logistics provider (“4PL”), freight forwarder, intermodal shipper, rail company, motor carrier, or an individual engaged in the bona fide business of shipping. You agree to maintain all requisite and appropriate authority (including all applicable permits and registrations) to operate as a Shipper and will cease immediately to use the Services if for any reason you no longer maintain such authority. Without limiting the foregoing: You will not represent yourself as operating under the authority of any person or entity without the express, verifiable authorization from such person or entity; You will not attempt to ship or broker freight without proper legal authority (including, without limitation, all necessary permits and registrations); You represent that your use of the Services is solely for your commercial purposes related to your movement of freight or other services offered on the Services and that you shall not reproduce, republish, resell, or distribute such information in any format, in whole or in part, for sale or commercial use by third parties. You agree that tracking the locations of your shipments through the Services does not guarantee your shipments will be delivered at the time you specified or the location accuracy of your shipments at any time; You agree not to ship and track through our Services contraband, stolen products, products that are illegal to transport via freight, or any other products we, in our sole discretion, deem inappropriate; You agree to insure your shipments displayed through the Services; You acknowledge that NextBoard does not provide transportation services and is not a transportation carrier. It is up to the transportation provider, Driver or vehicle operator to offer transportation services which may be scheduled through use of the Services. You further acknowledge that NextBoard, through the Services, offers information and a method to obtain such transportation services but does not provide and does not intend to provide transportation services in any way as a transportation carrier and has no responsibility or liability for any transportation services provided to you by any third parties; and If you are using the Services through NextBoard as an organization that provides logistics services (Broker, 3PL, 4PL, Freight Forwarder, Carrier or a Driver), you also agree to the additional terms in this section: You shall maintain all requisite and appropriate authority (including all applicable permits and registrations) to operate as a Broker, 3PL, 4PL, Freight Forwarder, Carrier or a Driver, as applicable, and will cease immediately to use the Services if for any reason you no longer maintain such authority. Without limiting the foregoing: You will not enter into any transaction to transport freight without the appropriate level of insurance coverage or bond; You will not enter into a transaction to transport freight outside the geographic bounds of your carrier authority; You will not enter into a transaction to transport commodities or any other freight you are not authorized to transport; You represent that your use of the Services is solely for your commercial purposes related to your movement of freight or other services offered on the Services and that you shall not reproduce, republish, resell, or distribute such information in any format, in whole or in part, for sale or commercial use by third parties; and You acknowledge that you are responsible for verifying the accuracy of any information available on the Services, including but not limited to information about loads, truck or equipment, and that you are not solely relying on the information available in the Services to contract with a Shipper. If you upload Content which includes your equipment type, you agree to allow us to use it to suggest, offer, promote or connect you with potential loads or 3PL/ 4PL parties. Furthermore, you approve of the use or display of your safety ratings and insurance certificate, as provided by the FMCSA or other authority, in the Services, and you hereby agree that NextBoard shall have no liability to you or any third party for any incorrect or inaccurate data in such ratings; and You agree your contact information may be displayed, used, and accessed by any other user of the Service. Contact information includes but is not limited to, your name, your company name, your MC and/or DOT numbers, your phone number and your email address. You hereby understand and acknowledge that it is the Users of the Services, and not NextBoard, who provide the contact information, and you further acknowledge that NextBoard makes no warranty regarding the accuracy of any such contact information. Promptly following the Effective Date (but no later than 30 days), the parties shall issue a mutually agreed joint press release regarding this Agreement and the relationship contemplated herein and also mutually agreed on joint marketing and promotion activities. Each party may use the name of the other party in press releases, product brochures and reports indicating the relationships contemplated by this Agreement. The parties shall engage in the joint marketing and promotion activities. Each party agrees to provide the other with appropriate materials (e.g., logos, slide presentations, marketing collateral, etc.) to better enable each party to execute on the joint marketing efforts. A violation of any of the foregoing is grounds for termination of your right to use or access the Services. NextBoard makes no representation that the Software or services described or offered on the Software are appropriate or available for use in jurisdictions outside the United States, or that this Agreement complies with the laws of any other country. Users of the Software who reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Software from any territory where its contents are illegal, and that you, and not NextBoard, are responsible for compliance with applicable local laws. This Agreement is effective unless and until terminated by either you or NextBoard. You may terminate this Agreement at any time, provided that you discontinue any further use of this Software. NextBoard also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Software, if in NextBoard's sole discretion you fail to comply with any term or provision of this Agreement or your use is harmful to the interests of another user or NextBoard. Upon any termination of the Agreement by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from this Software, as well as all copies of such materials, whether made under the terms of use or otherwise. NextBoard reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice. Except as otherwise expressly stated in this Agreement, you agree that NextBoard Parties shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Software. You agree that NextBoard may terminate or suspend your access to all or part of this Software, without notice, for any conduct that NextBoard, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user or NextBoard Parties.

You acknowledge that all materials on the Software, including the Software's design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, "Materials"), are the property of NextBoard or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in this Agreement are reserved to their respective copyright owners. Except as expressly authorized by this Agreement or other license, copying, downloading, or using any content contained in this Software or any NextBoard platform, including, without limitation, documents, pictures, sound documents, video sequences, or any other copyrighted or copyrightable materials is not allowed without our prior and explicit consent. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Software or services. NextBoard authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described on this Software, including custom graphics and button icons, are the sole property of NextBoard and/or its suppliers or licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of the proper owner of the Marks. NextBoard will enforce its intellectual property rights to the fullest extent of the law. The Digital Millennium Copyright Act (the “DMCA”) provides a process for online service providers, like NextBoard, to be asked to remove material that allegedly violates someone’s copyright. In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders. To learn more about the DMCA, click here. (1) Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the NextBoard’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below): (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; (b) Identification of works or materials being infringed; (c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that NextBoard is capable of finding and verifying its existence; (d) Contact information about the notifier including address, telephone number and, if available, email address; (e) A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and (f) A statement made under penalty of perjury that the information provided is accurate. (2) Once Proper Bona Fide Infringement Notification is received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to: (a) remove or disable access to the infringing material; (b) notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and (c) terminate such content provider’s access to the Services if he or she is a repeat offender. (3) Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent: (a) A physical or electronic signature of the content provider; (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (c) A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and (d) Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which NextBoard is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, NextBoard may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that NextBoard may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at NextBoard’s discretion. Please contact NextBoard’s Designated Agent at the following address: Copyright Manager NextBoard Brent Evens Phone: 717-756-2429 Email: brent@nextboardlogistics.com

Anything you post, upload, share, store, or otherwise provide through the Software or services is your “User Submission.” Some User Submissions may be viewable by other Users. In order to display your User Submissions, and to allow other Users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information. For all User Submissions, you hereby grant NextBoard a perpetual, irrevocable, transferable, worldwide, royalty- free, and non-exclusive license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer), reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Software and services, as described in more detail below. If you store a User Submission in your own personal account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant NextBoard the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the services necessary to do so. If you share a User Submission only in a manner that only certain specified Users can view (a “Limited Audience User Submission”), then you grant NextBoard the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified Users, and providing the services necessary to do so. Also, you grant such other specified Users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Software and services. If you share a User Submission publicly using the Software or on any NextBoard services and/or in a manner that more than just you or certain specified Users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant NextBoard the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Users and providing the services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Software and/or otherwise in connection with NextBoard’s business. Also, you grant all other Users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Software and services. All of the above are licenses only – your ownership in User Submissions is not affected. You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. Finally, you understand and agree that NextBoard, in performing the required technical steps to provide the Services to our Users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

NextBoard has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services (“Third-Party Services”). The Services may contain links or connections to third party websites or services that are not owned or controlled by NextBoard. When you access third party websites or use third party services, you accept that there are risks in doing so, and that NextBoard is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any on or offline transaction with any of these third parties. You agree that NextBoard shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. Some Third-Party Services may be listed on NextBoard’s Integration Hub or other pages within NextBoard’s website. Some Third-Party Services may be NextBoard partners that NextBoard is authorized to resell. NextBoard is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. You are solely responsible for procuring any and all rights necessary for it to access Third-Party Services and for complying with any applicable terms or conditions thereof. NextBoard does not make any representations or warranties with respect to Third-Party Services or any Third-Party providers. Any exchange of data or other interaction between you and a third- party provider is solely between you and such third-party provider and is governed by such third party’s terms and conditions, including any third-party services NextBoard resells to you under an ordering document. In addition, NextBoard will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Third-Party Services. If there is a dispute between participants on this site, or between users and any third party, you agree that NextBoard is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release NextBoard, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

DISCLAIMERS

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT SOME CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON THE SOFTWARE, ANY INFORMATION THEREIN, OR IT’S CONTINUATION. ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY US OR ANYTHING RELATED TO THE SOFTWARE, YOU MAY LEAVE THE SOFTWARE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH TERMS HEREIN AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSOFTWARE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY. NEXTBOARD PARTIES MAKE NO WARRANTY THAT (I) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEXTBOARD OR ON OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. LIMITATION OF LIABILITY SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEXTBOARD DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES, WITH RESPECT TO THE SERVICES LISTED OR PROVIDED ON OR THROUGH THE SOFTWARE. FURTHER, WITHOUT LIMITING THE FOREGOING, WE SHALL UNDER NO CLAIM OR CIRCUMSTANCE BE LIABLE FOR (1) ANY DAMAGES IN EXCESS OF THREE TIMES THE MOST RECENT FEE THAT YOU PAID US, IF ANY, OR $100, WHICHEVER AMOUNT IS GREATER, OR (2) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SOFTWARE OR ANY OF OUR SERVICES, ANY APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SOFTWARE EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE SHALL: APPLY REGARDLESS OF WHETHER YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND NOT APPLY TO ANY DAMAGE THAT WE CAUSE YOU INTENTIONALLY AND KNOWINGLY, OR THROUGH GROSS NEGLIGENCE, IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DEROGATED FROM IN THIS AGREEMENT. MOREOVER, WE DO NOT ACCEPT ANY LIABILITY FOR: A) DIRECT OR INDIRECT DAMAGE CAUSED BY THE USE OF INFORMATION OR DATA TO BE FOUND ON THE SOFTWARE. B) ANY MALFUNCTION OF THE SOFTWARE. C) THE SOFTWARE'S CONTENTS' FREEDOM FROM ERRORS. D) THE LEGALITY OF THIRD PARTIES' WEBSOFTWARES TO WHICH REFERENCE IS MADE THROUGH LINKS ON THE SOFTWARE. E) FOR THE CONTENTS AND INFORMATION ENTERED BY MEMBERS. F) FAILURES WITHIN THE SERVICE NETWORK NOT CAUSED BY US. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEXTBOARD AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

You agree to indemnify, defend and hold harmless NextBoard, LLC, against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys' fees, resulting or arising from or relating to your use of or conduct on the Software, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Software, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Software.

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia in the United States, without regard to its choice of law provisions. You agree to submit to personal jurisdiction in the State of Georgia and further agree that any cause of action arising from or relating to the use of this Software or this Agreement shall be brought exclusively in the Federal or State Courts residing in Fulton County, Georgia. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NEXTBOARD HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING OR LITIGATION BROUGHT AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE. IN ADDITION, NEITHER YOU NOR NEXTBOARD SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SOFTWARE USERS OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

Severability: If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement. Notices: We may notify you via postings on the Software, and/or via email or any other communications means to contact information you provide to us. You may also notify us via email at info@nextboardlogistics.com or via mail or courier at 985 Ponce de Leon Avenue NE #409 Atlanta, GA 30306; any notices that you provide without compliance with this Section on Notices shall have no legal effect. Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the products and services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in a physical writing hand signed by a duly appointed officer of BGM Software, LLC. No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Software, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Software or any content or other material used or displayed through the Software. Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially.

If you have any comments or questions regarding this Agreement, or wish to report any violation of this Agreement, please contact us. We will address any issue to the best of our abilities as soon as possible. Our contact information is info@nextboardlogistics.com.