License Agreement

Version 1: 1th September 2011

THIS LICENCE AGREEMENT is made between the parties specified in the 1st schedule hereto.

By this licence agreement Jogglerinc Limited (Jogglerinc) the licensee specified in part 1 of the 1st Schedule hereto intends to grant a licence to the party specified in part 2 of the 1st schedule hereto (hereinafter called the “User”) to enable the User to have access to and use the Jogglerair platform hereinafter specified for the purposes and in the manner set out in the 2nd schedule hereto.

1. Object of the Contract
2. Users and Registration
3. Copyright over the Software / New Releases
4. Links and Information
5. System Security / Availabilit
6. Behaviour of Users
7. Liability / Disclaimer
8. Refund policy
9. Warranty
10. Declarations
11. Indemnification
12. Changes to the Terms and Conditions - Conflicting Terms and Conditions
13. Jurisdiction, Place of Performance and Execution, Applicable Law
14. Severability Clause
Jogglerinc registered office

1. Object of the Contract

Jogglerinc with its logistics platform the Jogglerair platform offers a communication and transaction platform for haulage contracts and capacity. Using the Jogglerair platform, any User can conclude contracts and exchange data (Transactions). Jogglerinc is neither a party to nor an intermediary in Transactions but simply provides the User with the necessary infrastructure in return for a fixed usage charge. The Jogglerair platform consists of an internet based platform and locally installed client software. Jogglerair reserves the right to offer additional technologies in the future.

2. Users and Registration

1. Registration / Disclosure of User Information

(1) Shipping agents and hauliers who wish to use the Jogglerair platform from Jogglerinc must register for this purpose. The contract between Jogglerinc and the User relating to the use of the Jogglerair platform comes into effect on the date hereof in the manner hereinafter specified and by the simultaneous granting of access to the system. The User hereby agrees with Jogglerinc and accepts that by signing and completing this licence agreement and or by registering with Jogglerinc and using the Jogglerair platform the User has entered into a legally binding agreement with Jogglerinc based on the terms of this agreement and has become a User.

(2) The User further agrees with Jogglerinc and warrants that the User is not a competitor of Jogglerinc and is not using the Jogglerair platform for reasons that are in competition with Jogglerinc. Any breach of this agreement and warranty contained in this sub clause will automatically give rise to a claim by Jogglerinc against the User for substantial damages.

(3) The registration forms provided by Jogglerinc must be fully and truthfully completed with information which is correct at the date hereof which is not confidential and which is not in violation of any contractual restraints or other 3rd party rights. The User is required immediately to inform Jogglerinc of any changes to the data supplied in the registration form made after the date hereof.

(4) Jogglerinc has the right to request the signatory on behalf of the User to show suitable evidence of his authority to represent the User. Jogglerinc reserves the right to refuse registration or to revoke registration in case of misuse or if false data is supplied. There exists no automatic right to registration but on the completion of any registration the User will be issued with a customer number.

(5) Jogglerinc has the right to disclose the fact of registration of any User to any other company or other organisation or person or persons for any purposes whatsoever and to access preserve and disclose the details of any registration for any purposes for which Jogglerinc deem in its absolute discretion to be reasonably necessary for legal purposes including the enforcement of this agreement and for any legal claims by any person or persons who are not a party to this agreement.

2. Identification / Security

(1) For the purposes of identification, each User provides a personal user ID and password. Once access to the system is granted, the User can download from the Jogglerinc website the client software required to enable the User from then on to use the Jogglerair platform. To do this, the User needs his customer number, user ID and password. Alternatively, at the discretion of Jogglerair the User may receive the required client software direct from Jogglerair either electronically or on a data medium.

(2) The User undertakes to protect his password and any data on the Jogglerair platform against unauthorised access by 3rd parties. The User must immediately inform Jogglerinc if he becomes aware of a breach of the security of information stored on the Jogglerair platform, for example by theft or the unauthorised use of the User's access details, or through the passing on of company data (especially freight contracts, offers of capacity or prices) or if he believes that such happenings are a possibility.

(3) Neither the User nor any other persons are permitted to access the system by using a User ID and password that is not their own. The User undertakes to change his password regularly.

(4) The User undertakes, even after termination of the contract, to treat all information that has come into his possession through the Jogglerair platform as strictly confidential and not to pass such information on.

3. Copyright over the Software / New Releases

(1) Jogglerinc reserves the right to offer additional technologies in the future. Jogglerinc grants the User the right to use the Jogglerair platform and the associated documentation and written materials solely in the ways set out in this agreement. All rights in the products and user data entered on the Jogglerair platform remain with the original owner, except or insofar as they are granted by the terms of this agreement.

(2) Jogglerinc may introduce new releases of the client software comprised in the Jogglerair platform. Jogglerinc has the right to continually release new versions of the software in order to remain in a position to keep customers up-to-date with new developments. Installation of the new version will normally involve downloading the software update from the Jogglerair platform and will be carried out as described in the latest installation guide specified on the Help section of the Jogglerinc website. www.Jogglerair.com/help

(3) The User has the ability to make suggestions (Amendment / Proposals) to Jogglerinc for the improvement of the Jogglerair platform and Jogglerinc will give due and proper consideration to the same but for the avoidance of doubt it is hereby agreed and declared that the User has no right to require further development of the Jogglerair platform in any manner in accordance with any Amendment Proposals or otherwise.

(4) The User warrants that all Amendment Proposals made by the User do not contain confidential of proprietary information and further by submitting the same irrevocably assign to Jogglerinc all rights in and to any such Amendment Proposals and accept and agree that they the User tare not entitled to any compensation or reimbursement of any kind from Jogglerinc

(5) Jogglerinc is not under any obligation of confidentiality expressed or implied with respect to the Amendment Proposals.

(6) Jogglerinc shall be entitled to use or disclose any Amendment Proposals or refuse to use or disclose the same or any part or parts thereof for any purpose or in any way to any company or other organisations or partnerships or person or persons whatsoever in England and / or in any other part or parts of the world.

4. Links and Information

(1) The Jogglerair platform any and associated openSOCIAL application, may contain links to other web sites and other content. Jogglerinc is not responsible for the accessibility or availability of these external web sites, nor for the contents, advertising or products on them.

5. System Security / Availabilit

(1) All Users undertake not to manipulate the Jogglerair platform and the functionality contained at the Jogglerair platform and not to introduce material or data onto the Jogglerair platform which could damage or steal other computer programs, computer systems, data or information nor to overload the infrastructure of the Jogglerair platform or that of other Users with large volumes of data which in the opinion of Jogglerinc are not required for business purposes.

(2) Subject as specified in this Agreement information distributed to Users by Jogglerinc may only be passed to third parties with the prior written agreement of Jogglerinc. Information which can be viewed on the Jogglerinc home page without the use of User IDs or passwords are not covered by this restriction.

6. Behaviour of Users

(1) Users undertake to observe and apply all valid local, national and international laws, regulations, provisions and customs duties relevant to the use of the Jogglerair platform.

(2) Users recognise that the Jogglerair platform is not designed for, and may not be used to enable illegal agreements among competitors.

7. Liability / Disclaimer

(1) Jogglerinc is not liable for the actions or omissions of Users of the Jogglerair platform.

(2) Jogglerinc is not liable for damaged or loss arising to Users through their use of the Jogglerair platform, on whatever legal grounds for in particular but without in any way limiting or restricting the same faults in the conclusion of the contract, delay, warranty, breach of secondary duties, tort, loss of use, profit, income or data even if Jogglerinc knew or should have known at the date of such loss about the possibility of such loss. This strict limitation of liability is agreed to by the User as part of the calculation and agreement of the licence fee herein specified and shall apply in this strict and limited form unless the loss complained of by the User is caused entirely by malicious intent or gross negligence on the part of Jogglerinc or their lawful employees or legal representatives and only to the extent that the liability cannot be limited in law, such as, for example, product or personal injury liability.

(3) The User is aware that Jogglerinc has not created the data, information and statements that are transmitted via the Jogglerair platform. Consequently, Jogglerinc accepts no liability for the data, nor for information and statements transmitted via the Jogglerair platform, nor for their completeness, accuracy or topicality nor for their being free from copyright or other rights held by third parties.

(4) Jogglerinc does not act as a messaging service for information, declarations of intent or other legally relevant statements from Users or other hauliers and does not enter into the contractual relationship between Users and or other hauliers.

(5) Jogglerinc accepts no responsibility for the performance of services contractually agreed between any Users and or for the performance of any services in return.

(6) Jogglerinc does not check whether the information entered into the system is accurate, legally binding and reliable. Jogglerinc does not warrant that an offer will be matched by a corresponding demand or that any contract will be concluded between participants on the platform.

(7) Jogglerinc disclaims any and all implied warranties and representations including without in any way limiting or restricting the same any warranties of merchant ability fitness for a particular purpose, title, accuracy of data and non-infringement of any copyright and any rights of the User in this respect are limited to the right to terminate this agreement with compensation if any in accordance with the provisions hereof.

8. Refund policy

(1) Refunds will be given at the managers discretion.

(2) You can cancel your account at any time during the 14 day trial without financial penalty, thereafter we require by either party giving to the other not less than 1 calendar months notice. To cancel your account, log into the openSocial website, and choose the "cancel my subscription" option at the bottom of the page.

(3) There will be no credits for partial months of Service or upgrade/downgrade. In order to treat everyone equally, no exceptions will be made.

9. Warranty

(1) Jogglerair will use its best endeavours to provide and assure for the User constant availability of the Jogglerair platform and the data bank involved, as it is provided by Jogglerinc’s data processing centre. On request of any user the technical data of the connection to the data processing centre can be examined. Jogglerinc, however, does not provide any guarantee for a continuous, fast, certain and faultless availability of the Jogglerair platform and does not accept any liability whatsoever for the failure of the same howsoever caused except in accordance with the terms of this agreement.

(2) Jogglerinc reserves the right to make the Jogglerair platform unavailable for maintenance purposes. Except in the case of emergencies, these maintenance activities will be performed outside the normal business hours of industrial companies. Standard maintenance windows that are currently in force are shown on the Jogglerinc homepage.

(3) Jogglerinc provides no guarantee for links to Users' systems that were not set up by Jogglerinc.

(4) Jogglerinc provides no guarantee for the results obtained by using the Jogglerair platform, the correctness, quality, identity or reliability of Users, the content or any information obtained via the platform. Mistakes in the data content are not corrected by the system.

(5) Users are solely responsible for loss of data or damage to their systems arising from the downloading of unchecked or harmful data or the use of materials and data via the Jogglerair platform.

(6) If Jogglerinc is given remote access for the maintenance and supervision of the installation, the customer is responsible for securing the access path against unauthorised use by third parties.

10. Declarations

(1) Any declaration made by the User to Jogglerinc which has legal relevance must be made in writing in an e-mail or by post. Declarations made by Jogglerinc which have legal relevance will be sent to the e-mail address or postal address of the User provided during registration. E-mails sent by Jogglerinc to the User will be deemed to have been received if they are not returned as invalid or undeliverable within 48 hours of being sent.

(2) The use of assignment via mySOCIAL (Jogglerair instant messenger) does not generate legally binding messages. These are only additional notification functions.

11. Indemnification

(1) The User agrees to indemnify Jogglerinc for all damages, losses and costs including but without in any way limiting or restricting the same reasonably legal fees and costs related to all 3rd party claims, charges and investigations caused by either

a. failure of the User to comply with this agreement including submission by the User of content that violates 3rd party right or any applicable laws or

b. any content submitted by the User to the Jogglerair platform or

c. any activity in which the User engages on or through the Jogglerair platform.

12. Changes to the Terms and Conditions - Conflicting Terms and Conditions

(1) Jogglerinc will inform the User of changes to the General Terms and Conditions by e-mail, letter or fax 14 days before such changes come into force. In using the system for the first time after being informed of the changes and after they have come into force, the User declares his agreement to the changes and accepts the newly valid version of the General Terms and Conditions.

(2) If the User declares that he disagrees with the changes to the General Terms and Conditions, he has the right of extraordinary withdrawal from the contract from the date on which the changes are due to come into force. Notice of this termination must reach Jogglerinc at the latest by this date.

(3) Jogglerinc's General Terms and Conditions are exclusively applicable. Conditions set out by the Users which conflict with or deviates from these are not recognised by Jogglerinc unless Jogglerinc has explicitly accepted their validity in writing.

13. Jurisdiction, Place of Performance and Execution, Applicable Law

(1) Any legal case arising from this contract shall be heard in Leicester provided the contracting partners are fully registered businesses. Jogglerinc retains the right to sue in the general court of jurisdiction of the User.

(2) Place of performance and execution is the registered office of Jogglerinc (Leicester, United Kingdom)

(3) Only the law of the United Kingdom shall be applicable. The law of all other jurisdictions whatsoever, including but without in any way limiting or restricting the same EU Commercial Law is excluded.

14. Severability Clause

If individual provisions are or become inoperative, this shall not affect the validity of the remaining provisions. Inoperative provisions in the contract are to be replaced by the parties with legally valid arrangements that come closest to achieving the commercial objective of the inoperative provisions. The same applies to omissions in the provisions.

The Schedules above referred to

The 1st Schedule

Part 1

Jogglerinc who’s registered office situated at:

Joggler Inc Limited
The Poynt,
45 Wollaton Street,
Nottignham,
NG1 5FW,
UNITED KINGDOM

Company incorporated in England and Wales
Company Registration Number: 07635354
VAT number: 115 0647 44

Part 2

Each and anyone company, partnership or other organisation, person or persons who has become and immediately upon becoming a User by any of the methods and actions specified in this agreement and to whom a personal User ID and password has been issued by Jogglerinc.

The 2nd Schedule

(1) Jogglerinc operates the Jogglerair platform which is more particularly described in clause 3 of this 2nd schedule hereinafter contained and also provides the necessary access to the same for the User by way of local installation

(2) Jogglerinc grants the User the right to use the Jogglerair platform subject to the terms and conditions of this agreement for any and all of the purposes specified in the appropriate column of the Jogglerinc website Pricelist for the appropriate licence fee specified in the 3rd schedule below and to download the software and store it on a local computer within their company and to display and run it for the purpose of using the program. Use of the software on a network is permitted. The User may make the necessary number of security copies.

(3) The Jogglerair platform is a software program which enables users to conclude contracts and exchange data in accordance with the latest operation manual, a copy which is supplied to the User simultaneously with the approval and completion of this agreement.

The 3rd Schedule

(1) This licence agreement commences on the date hereof and the licence herein contained, is granted to the Licensee for the period of 1 month from the date hereof and thereafter from month to month unless or until it is terminated by either party giving to the other not less than 1 calendar months’ notice in writing or electronic form.

(2) When the contract is terminated, the right to use the password-protected areas on the Jogglerair platform lapses. Where the User gives notice of withdrawal, Jogglerinc retains the right to remove access to the Jogglerair platform immediately. Cancellations will take effect immediately. Upon the commencement of a new Service period the Service will terminate without additional notice, and you will not be charged for any subsequent Service periods.

(3) You will be billed for your first month 14 days after signing up for a paying account once the free trial has ended. An upgrade from the free trial account to any paying account will end your free trial. You will be billed for your first month immediately upon upgrading. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged monthly the new rate.

(4) The licence fee is the sum specified in the appropriate column of the Jogglerinc website pricelist per calendar month for the appropriate subscription plan which the User has specified and chosen immediately prior to the User ID and password being allocated to such User payable by the Licensee to Jogglerinc in advance on the 1st day of each calendar month by direct debit or in such other manner as the parties hereto shall have agreed in writing between them at the date hereof

(5) Jogglerinc may charge interest on any fee’s which are outstanding and unpaid on the expiry of 7 days after the due date for payment at a rate of 4% above the base lending rate from time to time of Barclay’s Bank PLC or if none then at a rate of 8% above the base rate of the Bank of England from time to time such interest to be charged on a daily basis after any such default until payment of any and or all outstanding licence fees and interest and other money if any has been made in full.

(6) Jogglerinc reserves the right to levy a further and higher charge in addition to any such interest to cover damages arising from such delay.