IMPORTANT – READ CAREFULLY: WHEREAS, ATA/NAFC provides, through Ryan, Inc., its designated Service Provider, an online web-based system for access to federal, state, and local tax information tailored for the motor carrier industry (the “Service”); and

WHEREAS, Participant desires to subscribe to the Service;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations herein set forth, the receipt and sufficiency of which are hereby acknowledged, ATA/NAFC and Participant, intending to be legally bound, agree as follows:

1. Definitions.

“Authorized Users” means those persons who are designated by Participant hereunder to have access to the Service.

“Intellectual Property Rights” means any patent, copyright, trademark, trade secret, trade dress, mask work, moral right or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations and renewals).

“Internet” means the digital communications and networking infrastructure medium used for access and delivery of the Service.

“Service” means the online web-based system for access to federal, state, and local tax information tailored for the motor carrier industry as more fully described in Exhibit A.

“Service Provider” means ATA/NAFC’s exclusive contractor operating the online hosting solution for the federal, state, and local tax information. ATA/NAFC has contracted with Ryan, Inc., a Delaware corporation, (Service Provider) to provide and carry out all selling, operational, administrative and financial activities associated with the Service.

“System” means the hardware, software, software tools, and user interfaces used by the Service Provider to support and provide the Service under this Agreement.

2. Scope of Service

2.1     License. Subject to the terms of this Agreement, ATA/NAFC hereby grants to Participant a limited, non-exclusive, non-transferable license to access and use the System solely for use of the Service by Authorized Users.

2.2     Content Servicing. ATA/NAFC and Service Provider shall use commercially reasonable efforts to configure, install, house, maintain, upgrade, monitor, modify and operate the computer equipment, servers, software, telecommunications, network equipment and components, and bandwidth/connectivity (including, for all of the foregoing, any and all associated functions, protocols, methodologies and processes) necessary to host, fully operate and support the System and provide the Service. The foregoing obligation is limited to the point at which Service Provider transmits, routes or otherwise delivers data to a telecommunications provider.

2.2     Service Level Commitments. ATA/NAFC and Service Provider shall use commercially reasonable efforts to maintain that generally the system will be available on a 24/7 basis and Service Provider agrees that the system uptime performance shall be 98% of any given week, excluding periods for scheduled downtime. The foregoing obligation is limited to the point at which Service Provider transmits, routes or otherwise delivers data to a telecommunications provider.

3. Obligations of Participant

3.1     Participant System Requirements. Participant shall obtain, install, operate and maintain at its expense all such hardware and software required for Participant to access and properly use the Service. Participant also shall be responsible to provide all necessary transmission capacity and connectivity to access the Service.

3.2     Security. Participant shall use commercially reasonable efforts to ensure that only Authorized Users have access to the Service. Such efforts shall include the issuance and administration of login IDs and passwords for Participant’s Authorized Users.

4. Use Restrictions

4.1     Reverse Engineering. Participant shall not authorize, use, analyze, reverse engineer, translate, convert, decompile or apply any procedure, program or process provided as part of the Service to ascertain, derive and/or appropriate for any reason or purpose, the software (including, without limitation, the source code and object code), program interfaces, or algorithms enabling the Service or any trade secrets contained therein. Except as expressly authorized by this Agreement, Participant may not sublicense, loan, sell, assign, lease rent, transfer, act as a service bureau, distribute or grant rights in the Service to any other person or entity without the prior written consent of ATA/NAFC.

4.2     No Unauthorized Access. Participant shall only permit Authorized Users to access and use the Service pursuant to Section 2.1. In no event shall ATA/NAFC or Service Provider be responsible or liable to Participant or any third party for any unauthorized access or any actions or omissions of its Authorized Users. Participant agrees to notify ATA/NAFC or Service Provider immediately of any unauthorized use of any password or any other breach of security known to Participant.

4.3     Internal Use Only. The Service shall be made available to Participant solely for Participant’s internal use by its Authorized Users. Participant may not, without the prior written consent of ATA/NAFC, make the Service available to any third party.

4.4     Compliance with Laws. In its performance of this Agreement and use of the Service, Participant shall comply with all applicable laws, rules, regulations and orders of governmental authorities having jurisdiction.

4.5     No Harmful Components. Participant shall not, nor permit its Authorized Users to, use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the Service (including the System), including, but not limited to, any virus, cancelbot, worm, denial of service routines, Trojan Horse or any other contaminating or destructive feature (collectively, “Harmful Components”).

5. Payment Terms

5.1    Fees. The annual subscription fee will be $1,500.00. There will be a 25% fee rebate for customers that at the time of registration are active members of NAFC.

5.2    Failure of Payment. In addition to other remedies available to ATA/NAFC or Service Provider, any payment not received by Service Provider when due will bear interest at the lesser of 1.5% per month or the maximum rate allowed by law from the date due until paid. In addition, failure of Participant to pay any Fees fully when due shall be deemed a material breach of this Agreement, justifying suspension of Participant’s access to the Service. Any such suspension does not relieve Participant from paying any past due, current or future Fees.

5.3    Taxes. The Fees provided for in this Section 5 do not include any applicable duties, taxes, fees or other amounts assessed or imposed by any governmental authority. Participant will pay or reimburse Service Provider for all such amounts.

6. Term and Termination

6.1    Term. This Agreement shall continue in full force and effect for a period of 1 year from the Effective Date (“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”) unless a party provides written notice of non-renewal to the other party not more than ninety (90) days and not less than thirty (30) days before the expiration of the Initial Term or applicable Renewal Term.

6.2    Termination for Cause. Either party may terminate this Agreement at any time if such party has notified the other in writing of a material breach of this Agreement, and, where such breach is capable of being cured, the other party has failed to cure such breach within thirty (30) days; provided that, in the event of any default for failure of payment, ATA/NAFC may terminate this Agreement immediately upon notice to Participant.

6.3    Suspension. ATA/NAFC may immediately suspend the Service in ATA/NAFC’s reasonable discretion at any time, with prior written notice, if (i) Participant is in default of any of its obligations under this Agreement (including Participant’s failure to remit timely payment of the applicable Fees due pursuant to Section 5) or (ii) ATA/NAFC or Service Provider determines that Participant’s (including its Authorized Users’) use of the Service: (a) violates this Agreement, (b) is potentially illegal or harmful to ATA/NAFC, Service Provider or any third party, (c) violates the Intellectual Property Rights of any third party, or (d) could subject ATA/NAFC or Service Provider to liability. Each of the foregoing shall constitute a basis for termination pursuant to Section 5.2. Such suspension may continue until the Participant has, to ATA/NAFC’s and to Service Provider’s satisfaction, completely remedied the breach.

7. Representations and Warranties/Exclusion of Liabilities

7.1    ATA/NAFC. ATA/NAFC represents and warrants that (i) it has the right to enter into and perform its responsibilities under this Agreement; (ii) it shall use its commercially reasonable efforts to protect the System from any unauthorized third-party access, computer virus, worm, or such other similar routines, instruction or designs; (iii) it will comply with U.S. laws and regulations in the operation of the Service; and (iv) it shall use commercially reasonable efforts to operate the Service in accordance with the Service Levels set forth on Exhibit B of this Agreement. Notwithstanding the foregoing, ATA/NAFC makes no representation as to the interoperability of the Service with any third parties’ systems. Under no circumstances will ATA/NAFC or service provider be liable for any damage or loss to the extent it results from a cause over which ATA/NAFC or service provider does not have sole control, including, without limitation, (i) failure of third-party electronic or mechanical equipment or communications lines, telephone, network or other interconnection problems; (ii) actions or inaction of Participants or any third party, including, but not limited to, computer virus or penetration of the Service by any hacker or unauthorized user, and any damages resulting therefrom; or (iii) theft, operator error, severe weather, earthquakes, and strikes or other labor disturbances. ATA/NAFC’s and service provider’s sole obligation, and Participant’s exclusive remedy, for any failure or interruption in the Service, or breach by ATA/NAFC of any warranties or other obligations under this Agreement, shall be that ATA/NAFC and service provider will use commercially reasonable efforts to restore access to the Service as soon as reasonably practicable and/or to cure the breach, if such breach is capable of being cured.

7.2    Disclaimer. ATA/NAFC AND SERVICE PROVIDER MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMI­TATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANT­ABILITY OR FITNESS FOR A PARTICULAR PUR­POSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFOR­MANCE, COURSE OF DEALING OR USAGE OF TRADE. NEITHER ATA/NAFC NOR SERVICE PROVIDER WARRANTS THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTER­RUPTED, SECURE, OR VIRUS-FREE. NEITHER ATA/NAFC NOR SERVICE PROVIDER SHALL HAVE ANY LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT RESIDING IN THE SYSTEM OR FOR ANY DECISION MADE OR ACTION TAKEN BY PARTICIPANTS OR OTHERS IN RELIANCE UPON ANY CONTENT.

7.3    Disclaimer of Actions Caused by and/or Under the Control of Third Parties. Flow of data over the Internet depends in large part on the performance of Internet services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt Participants’ connections to the Internet (or portions thereof). ATA/NAFC AND SERVICE PROVIDER CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, ATA/NAFC AND SERVICE PROVIDER DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS AND IN NO EVENT SHALL ATA/NAFC OR SERVICE PROVIDER BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT OR IN TORT) THAT ARE ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE, OR PARTICIPANT’S ABILITY TO CONNECT TO THE INTERNET.

7.4    Damages Disclaimer. NEITHER ATA/NAFC NOR SERVICE PROVIDER SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TOTAL LIABILITY OF ATA/NAFC AND SERVICE PROVIDER WITH RESPECT TO PARTICIPANT, AND PARTICIPANT’S SOLE REMEDY AGAINST ATA/NAFC OR SERVICE PROVIDER FOR ALL CLAIMS OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE, AND IMPUTED NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE RECOVERY OF GENERAL MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY PARTICIPANT TO ATA/NAFC UNDER THIS AGREEMENT.

8. General Provisions

8.1    Force Majeure. Non-performance by ATA/NAFC or Service Provider will be excused to the extent that performance is rendered impossible, impracticable, or inadvisable by any Act of God or circumstances beyond the control of ATA/NAFC or Service Provider and without their fault or negligence, including without limitation, fire, war, riots, flood, earthquake, failure of third party hardware or software, governmental acts or orders or restrictions, or power or communications failure (a “Force Majeure Event”). In the event that the Force Majeure Event continues for greater than thirty (30) days, either party may terminate this Agreement upon written notice to the other party, and upon such termination, neither party shall have any further obligation or liability.

8.2    No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto, and nothing in this Agreement will be deemed to create any third-party beneficiary rights in any person or entity not a party to this Agreement.

8.3    Assignment. Participant may not sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement to any other person, without the express written consent of the ATA/NAFC. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. ATA/NAFC may at any time assign some or all of its rights and responsibilities hereunder to Service Provider.

8.4    Notices. Unless otherwise agreed by the parties, all notices required under this Agreement will be deemed effective when acceptance has been made.

8.5   Governing Law; Venue. The parties agree that this Agreement will be governed by the laws of the United States and the Commonwealth of Virginia without regard to its conflicts of laws principles. For resolution of any disputes arising out of this Agreement, the parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Arlington County, Virginia. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

8.6   Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, (i) the remaining terms and provisions of this Agreement will be unimpaired, and (ii) the invalid term or provision will be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision.

8.7   No Waiver; Amendments. No amendment, modification, termination or waiver of any provision of this Agreement, nor consent to any departure by either party therefrom, will in any event be effective unless the same will be in writing and signed by the other party, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given. The parties may only modify or amend this Agreement by a written instrument executed by a duly authorized representative of each party.

8.8   No Agency; Independent Contractors. Neither party shall, for any purpose, be deemed to be an agent of the other party. The relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

8.9   Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile, which shall be deemed an original.

8.10  Entire Agreement. This Agreement, together with any attachments, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede in all respects all prior or contemporaneous proposals, negotiations, conversations, discussions and agreements between the parties.