License to Use Services

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non- sublicensable, revocable, non-transferable license to access and use the Services solely topermit you to make legitimate requests, or accept and fulfill such requests, for cargotransportation services and goods or otherwise transact business with us, and for no otherpurposes. You shall only use the Services for their intended purposes, as permitted by thisAgreement, and only in accordance with applicable federal, state or local laws, codes, rules,regulations or orders of any governmental authority (“Applicable Law”). Any rights not expresslygranted to you herein are reserved by us

Limitation on Your Use of Services

You shall not, and shall not encourage or authorize any third party to, directly or indirectly,access or use the Services to do any of the following (each, a “Misuse”):

1. Sell, resell, license,sublicense, distribute, rent or lease the Services, including as a service bureau or outsourcingoffering or otherwise access or use the Services other than as expressly permitted hereunder;
2. Make any fictitious, fraudulent, or abusive request or submission;
3. Distribute, disseminate,post, or publish, store or transmit any:
   1. Information or material that degrades, embarrasses,harasses, humiliates, intimidates, or threatens any individual or group of individuals (in eachcase, as determined by us in our sole discretion),
   2. Any infringing, libelous, or otherwiseunlawful or tortious material, or
   3. Code, files, scripts, agents, or programs intended to do harm(including, for example, viruses, Trojan horses, worms, time bombs, and cancel bots), or othercomputer programming routines or code that may damage or detrimentally interfere with theServices or any data or personal information maintained on or in connection with theServices("Harmful Code");
4. Abuse, stalk, or otherwise violate others' legal rights, including butnot limited to rights of privacy and publicity;
5. Engage in any commercial purpose, includingadvertising or offering to sell any goods or business opportunities, conducting contests orsurveys, or advertising any employment, independent contractor positions, multi-level marketingopportunities, or securities;
6. Post, send, or otherwise disclose confidential information, tradesecrets, or other confidential and/or protected proprietary data of any entity or person, includingCargoDoorz or any of our affiliates;
7. Download or upload files that you know, or reasonablyshould know, cannot be legally distributed through the Services;
8. Upload, download, or otherwise export or re-export software from the Services
9. Copy, modify, correct, adapt,translate, enhance or otherwise prepare derivative works or improvements of the Services orany part, feature, function or user interface thereof;
10. Frame or mirror any part of the Services;
11. Access the Services in order to build a competitive product or service, or for purposes ofmonitoring its availability, performance or functionality, or for any other benchmarking orcompetitive purposes;
12. “harvest” or collect information from the Services (including information about other users of the Services or offering products or services available on orthrough the Services) using an automated software tool or manually on a mass basis;
13. Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain accessto the source code of the Services or any component thereof, except to the extent permitted byApplicable Law;
14. Integrate or link to any open source software or freeware with the Services;
15. Remove any proprietary notices, labels or marks from the Services; or
16. Engage in any otherconduct that is, or that we deem to be, in conflict with this Agreement.

We forbid each of theforegoing Misuses, and accessing the Services for any Misuse or other similar purposes is anunauthorized use of the Services.

CargoDoorz Account Credentials

For access to and use of certain features of the Site (including for registering as a Carrier,Shipper or Driver), we may provide you with a user identification and password(“CargoDoorzAccount Credentials”). The Cargodoorz Account Credentials are proprietary to and the propertyof CargoDoorz. However, you must take precautions to ensure the security of your CargoDoorzAccount Credentials. We assume no responsibility for, and will not be liable in the event that, athird party learns your CargoDoorz Account Credentials or uses it to access your CargoDoorzaccount on the Site (“Account”)or cause damage to you. You must provide accurate, current andcomplete information during the registration process and keep your CargoDoorz AccountCredentials and Account information up-to-date at all times.

You may not give access to yourAccount to any person or entity. However, if you are a Carrier, you may give those you directlysupervise or control as part of your business or employment, including Drivers (collectively, your“Agents”), access to your Account, provided that you must ensure Agents comply with thisAgreement. Any act or omission of an Agent will be deemed to be your act or omission, forwhich you will be liable in accordance with the terms of this Agreement. You will not, and if youare a Carrier, will ensure your Agents do not, share CargoDoorz Account Credentials with anyother individual or allow any third party to access or use your Account or the Services under your CargoDoorz Account Credentials.

Account Suspension; Termination

We may suspend or terminate your access to the Services or to any features or portions thereof,at any time, for no reason or any reason and without notice, including if you violate thisAgreement. If we suspend your access to the Services, we will use commercially reasonable efforts to promptly restore your access to and use of the Services after the event giving rise tothe suspension has been resolved to our satisfaction. We may permanently remove or deleteany information that you may have on file with us, including any User Content or CargoDoorzAccount Credentials without any liability whatsoever.

Cargo Transportation Services

As used in this Agreement:

“Transportation Broker,” means a person or entity that sells, offers for sale, negotiates, provides,or arranges transportation of cargo by Carrier for compensation;

“Shipper” means the owner, shipper, consignor, or consignee of the cargo being transported viathe Services;

“Carrier” means any motor carrier, trucking company, or fleet owner providing motor vehicletransportation of cargo for compensation;

and “Drivers” means those Carrier employees, contractors, owner-operators under contract withCarrier, employees of such owner-operators, or any other service providers of the Carrierassigned to operate motor vehicles providing transportation of cargo on behalf of the Carrier.

Our Obligations, Unless expressly represented to you in writing otherwise, we:

1. Are not acarrier and our sole obligation is to connect Shippers with Carriers for the transportation ofcargo;
2. Do not take possession, custody or control of any cargo;
3. Do not assume anyliability, possessory rights, obligations, or financial responsibility whatsoever for cargo, includingloss, theft, damage or delayed delivery thereof; and
4. will not be liable for loss, damage, theft,destruction, or delayed delivery of any cargo.

We do not assess the suitability, legality,regulatory compliance, quality or ability of any Carrier, Driver, Shipper or shipped cargo scheduled through the use of the Services, and we make no warranty regarding the same. Weare not responsible for any terms entered into between Shippers and any Carrier and we do not guarantee that a Shipper’s shipment request will be accepted by any Carrier.

Carrier Obligations: It is the Carrier’s obligation to provide transportation services, which may be scheduled through the use of the Services. A Carrier who accesses or uses the Services is an independent contractor and shall be solely responsible for controlling the method, manner, andmeans of transporting cargo for Shippers. The Carrier and its Drivers are responsible for determining the appropriate route for transportation. For purposes of this Agreement, any navigational directions that we offer to Carriers or Drivers are offered for convenience only, and Carrier and Drivers have no obligation to follow such navigational directions. Any transportation requests (i.e., trips) that are accepted by a Carrier or any Driver on behalf of a Carrier are subject to the rates and charges indicated on the Services and the terms and conditions of theapplicable agreement entered into between such Carrier and us and this Agreement. Carrier represents, warrants and covenants to us that Carrier:

1. shall perform all transportationservices with equipment that is regularly maintained and in good order, condition and repair andthat meets with all Applicable Law;
2. shall furnish equipment for transporting cargo that isclean, dry, leak proof, free from harmful or offensive odor, sanitary and free of anycontamination, is suitable for the particular cargo being transported and which will not cause, inwhole or in part, adulteration of the cargo;
3. shall not supply equipment that has been used totransport hazardous wastes of any kind; and
4. shall ensure all equipment and cargo has beenproperly loaded, secured, blocked and braced.

If you are a Driver, you agree that all charges andcompensation due to you as a Driver are the sole responsibility of the Carrier and not us.

Shipper Obligations. If you are a Shipper, you represent, warrant and covenant to us that you:

1. Own, possess, or otherwise have rights to transport the cargo you seek to ship by way of the Services and have obtained all relevant approvals for this purpose;
2. will not use the Servicesto ship hazardous materials or prohibited and restricted materials by applicable law;
3. shall obtain first-party insurance to cover any anticipated losses of cargo; and
4. shall not requestpick-up or delivery dates or hour that would require a Carrier to violate hours of service regulations under Applicable Law.

Privacy and Security

Privacy. Our privacy policy can be found here and explains in detail how we collect, manage,process, secure, and store User Content and private information.

Security. While we [will use commercially reasonable efforts] / [take reasonable steps] tosafeguard and prevent unauthorized access to your private information (including User Content),we cannot be responsible for the acts of those who gain unauthorized access, and we make nowarranty, express, implied, or otherwise, that we will prevent unauthorized access to yourprivate information or User Content.

Intellectual Property

Our Intellectual Property.

Except for User Content (as defined below) and unless otherwise expressly noted, we are and will remain the sole and exclusive owner of all right, title and interest in and to the Services (including any modifications and improvements thereto or derivatives thereof) and allinformation, CargoDoorz Account Credentials (as defined below), account information, articles,blog posts, data, images, passwords, screens, text, user identification, Web pages, software,trademarks, logos, service marks, trade dress or other materials (collectively “CargoDoorzContent”) appearing on the Services, including all intellectual property rights therein and thereto. Neither this Agreement nor your use of or access to the Services conveys or grants to you anyrights or licenses in or related to the Services (whether by estoppel, implication or otherwise),except for the limited license granted in Section 1 above. This Agreement does not authorizeyou to use our name, trademark or logo.

Your Intellectual Property.

We may, in our sole discretion, permit you to, from time to time, submit, upload, publish orotherwise make available to us through the Services, or over email or by phone, textual, audio,and/or visual content and information, including commentary and feedback related to theServices, ratings and reviews, and initiation of support requests (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to us, yougrant us a worldwide, perpetual, irrevocable, transferable, assignable, royalty-free license, withthe right to sublicense through multiple tiers, to host, use, access, read, store, publish,reproduce, copy, modify, create derivative works of, distribute, transmit, publicly display, publiclyperform, incorporate into other works, and otherwise exploit in any manner and for any purpose such User Content, in whole or in part, in all formats and distribution channels now known orhereafter devised, without further notice to or consent from you, and without the requirement ofpayment to you or any other person or entity. We may, but shall not be obligated to, review,monitor, or remove User Content, at our sole discretion and at any time and for any reason, without notice to you.

You represent, warrant and covenant to us that:

1. you either are the soleand exclusive owner of all User Content or you have all rights, licenses, consents and releasesnecessary to grant us the license to the User Content as set forth above;
2. all User Content willbe accurate, correct, and up to date; and
3. neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor our use of the User Content as permitted herein, will infringe, misappropriate or violate a third party'sintellectual property or proprietary rights, or rights of publicity or privacy, or result in the violationof any Applicable Law.

Indemnification

General Obligations. You agree to indemnify, defend, and hold us and our affiliates, and their respective officers, directors, employees, and agents, harmless from and against any and allclaims, demands, proceedings, suits and actions, including any related liabilities, obligations,losses, damages, deficiencies, penalties, taxes, levies, fines, judgments, settlements, expenses(including legal and accountants' fees and disbursements) and costs (collectively, “Claims”),based on, arising out of or resulting from your use of the Services, submission of User Content,or interaction with other users of the Services, including any Claims alleging facts that, if true,would constitute your breach of this Agreement or Applicable Law.

Additional Carrier Obligations. If you are a Carrier, you additionally agree to indemnify, defendand hold us, the Shipper you are providing transportation services to, and each of its and ourrespective affiliates, officers, directors, employees and agents, harmless from and against anyand all Claims based on, arising out of or resulting from the performance or breach of this Agreement by you, your Drivers and other employees and contractors, including Claims for orrelated to personal injury (including death), property damage and your possession, use, maintenance, custody or operation of all equipment used to perform transportation services. The foregoing indemnification obligation will not apply to the prorated extent that any Claim isdirectly and proximately caused by the negligence or other wrongful conduct of the party to be indemnified. You hereby expressly waive any exclusive remedy defense, including those available under any worker’s compensation or other occupational accident statutory regime tothe extent necessary to effectuate your obligations under this provision.

Additional Shipper Obligations. If you are a Shipper, you additionally agree to indemnify, defendand hold us, the Carrier providing transportation services to you, and each of its and our respective affiliates, officers, directors, employees and agents, harmless from and against anyand all Claims based on, arising out of or resulting from the performance or breach of this Agreement by you, your employees and contractors, including Claims for or related to personal injury (including death), property damage and your cargo. The foregoing indemnification obligation will not apply to the prorated extent that any Claim is directly and proximately causedby the negligence or other wrongful conduct of the party to be indemnified. You hereby expressly waive any exclusive remedy defense to the extent necessary to effectuate your obligations under this provision. We reserve the right, at your expense, to assume the exclusive defense and control of any Claim for which you are required to indemnify us and you agree to cooperate with our defense of these Claims. You agree not to settle any Claim without our prior written consent. We will use reasonable efforts to notify you of any such Claim upon becoming aware of it.

Disclaimer

DISCLAIMERS. Notwithstanding anything else set forth in this Agreement to the contrary and tothe maximum extent permitted by Applicable Law:

GENERAL. YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, ORSTATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF EXPECTATION OF PRIVACY, FITNESSFOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE, OR ANYWARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE OR TRADE PRACTICE. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEEREGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY,COMPLETENESS OR ACCURACY OF THE SERVICES, OR THAT THE SERVICES WILL BEUNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. IN NOEVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHERCONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OROTHERWISE), INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTYDAMAGE RELATED TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF ORINABILITY TO USE THE SERVICES OR FOR ANY OF THE CONTENT OR PRODUCTS OBTAINEDTHROUGH OR OTHERWISE IN CONNECTION WITH THE SERVICES, IN EACH CASEREGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY,TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER WE WEREGIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE. WE DO NOTGUARANTEE THAT THE SERVICES, OR ANY PORTION THEREOF, WILL FUNCTION ON ANYPARTICULAR HARDWARE OR DEVICE. ADDITIONALLY, THE SERVICES MAY BE SUBJECT TOMALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

THIRD PARTY ACTIONS AND CONTENT. IN ADDITION TO THE FOREGOING, IN NO EVENT WILLWE OR OUR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF, OR IN ANY WAYCONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR PRIVATEINFORMATION, CARGODOORZ ACCOUNT CREDENTIALS, ACCOUNT OR USER CONTENT,REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY,TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER WE WEREGIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE. WE DO NOTCONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES (INCLUDING INFORMATION ONTHE SERVICES PROVIDED BY CARRIERS, SHIPPERS OR DRIVERS). WE SHALL NOT BE LIABLE FOR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY SHIPPER, CARRIER, OR DRIVER), OR ANY DELAY OR FAILURE INPERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.

SERVICES NOT AVAILABLE EVERYWHERE. SINCE WE PROVIDE SERVICES AND PRODUCTS INMANY PARTS OF THE WORLD, THE SITE MAY REFER TO CERTAIN GOODS, PRODUCTS, ORSERVICES THAT ARE NOT AVAILABLE IN YOUR AREA. A REFERENCE TO GOODS, PRODUCTS,OR SERVICES WITHOUT LIMITING THEIR GEOGRAPHIC SCOPE DOES NOT IMPLY THAT WEOFFER OR INTEND TO OFFER THOSE GOODS, PRODUCTS, OR SERVICES IN ALL LOCATIONS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. WE SHALL NOT BE LIABLE (IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE) TO YOU FOR ANYCONSEQUENTIAL, INCIDENTAL, GENERAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND,INCLUDING LOSS OF OR DAMAGE TO CARGO OR LOSS OF PROFITS, REVENUES OR DATA,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
2. OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED A HUNDRED THOUSAN NAIRA ONLY (₦ 100,000).

Network Access and Devices

You are responsible for:

1. obtaining the data network access necessary to use the Services;
2. acquiring and maintaining compatible hardware or devices necessary to access and use theServices and any updates thereto,
3. securing the systems and devices you use to access theServices, and
4. backing up your User Content or other information.

Mobile network data and messaging rates and fees may apply if you access or use the Services from your mobile device.

Links to Other Websites and to the Services

The Services may include hyperlinks or references to other websites, which are provided merelyfor your convenience and our inclusion of such links and references in the Services does notimply an endorsement of the linked or framed websites, their content, or the persons or entitiesoperating those websites. We take no responsibility for the information, products, or servicesobtained on such other websites and will not be liable for any damages arising from youraccess to such websites. You assume sole responsibility for using links or pointers to thirdparties. Additionally, we bear no responsibility for websites that provide hyperlinks or referencesto the Services, unless those websites are operated by us.

Governing Law; Dispute Resolution

Governing Law. This Agreement’s interpretation or any disputes arising from your access to,dealings with, or use of the Services will be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, without regard to conflicts of law principles.

Dispute Resolution. Any dispute or claim arising out of or related to this Agreement or your oryour Agents’ use of the Services will be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed inaccordance with said Rules. The arbitration will be conducted in English in Language in corresponding region, Rivers State, Nigeria, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. You or we may apply to any court or administrative body of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief. You agree and understand that you will not bring against us or any of our affiliated entities, agents, directors, employees, or officers anyclass action lawsuit related to your access to, dealings with, or use of the Services.

Notice

We may give notice by means of a general notice on the Site, electronic mail to the emailaddress you provide to us (including via your Account), or by written communication sent byfirst class mail or pre-paid post to the mailing address you provide to us (including via yourAccount). Such notice shall be deemed to have been given immediately (if it’s a general noticeposted on the Site) or upon the expiration of 48 hours after mailing or posting (if sent by firstclass mail or pre-paid post) or upon the expiration of 12 hours after sending (if sent by email).You may give notice to us, with such notice deemed given when received by us, at any time byfirst class mail or pre-paid post to: #11, Industry Rd, Portharcourt. Rivers state. Nigeria.

Other Terms

Entire Agreement. This Agreement constitutes the entire agreement governing your access to,dealings with, and use of the Services. This Agreement expressly supersedes prior agreementsor arrangements with you, other than with respect to any Shipper, Carrier or Driver agreementwith us to the extent such agreement is inconsistent with this Agreement.

Changes. We reserve the right to occasionally make changes to this Agreement. In the event wemake any material changes to this Agreement, we will use commercially reasonable efforts tonotify you in accordance with Section 15 (Notice) at least [five (5) days] before the date suchmaterial changes become effective. If you disagree with the revised Agreement, you mayterminate this Agreement with immediate effect. Your continued access or use of the Servicesafter such revisions become effective constitutes your consent to be bound by the Agreement,as amended.

Waivers; Severability; Assignment; Relationship; No Third Party Beneficiaries; Interpretation. Anyfailure by us to assert any rights we may have under this Agreement does not constitute awaiver of our right to assert the same or any other right at any other time or against any otherperson or entity. If any provision of this Agreement is found to be invalid or unenforceable, thenthe invalid or unenforceable provision will be stricken from this Agreement without affecting thevalidity or enforceability of any other provision. You may not assign this Agreement without ourprior written approval.

We may assign this Agreement without your consent to:

1. a subsidiaryor affiliate;
2. an acquirer of our equity, business or assets; or
3. a successor by merger.

Any purported assignment in violation of this section will be void. No joint venture, partnership,employment, or agency relationship exists among you, us or any third party as a result of thisAgreement or use of the Services. This Agreement does not and is not intended to confer anyrights or remedies upon any person other than you and us and any additional parties indemnified hereunder. For all purposes of this Agreement, the words “including” and “includes”mean inclusion without limitation, and the words “or” and “any” are used in the inclusive sense.