This document describes the terms with which UBidNShip offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the www.UBidNShip.com domain. By accepting the terms and conditions of this Agreement, you hereby agree upon, acknowledge and promise to obeyed by the following:

1. Term and Condition Disclosure

That at anytime and in our sole discretion, we may effectively modify the terms and conditions of this agreement without notice. We may in our sole discretion post an agreement with its new terms and conditions on the UBidNShip website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you or anyone in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you. This agreement is effective on April 1st, 2009 for all users.

2. UBidNShip is a Neutral Venue.

Our site acts as a venue where shipping customers and Transport Service Providers (TSPs) can meet and enter into agreements. We are not involved in the actual transaction between shipping customers and TSPs. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. UBidNShip does not prequalify or validate the claims of TSPs including with respect to their licensure, insurance, and registration. We also cannot validate any information any member post on our website. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of service. We are the neutral venue for this connection between you and other members. We do not provide any endorsement for you or your services, you acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the services. We cannot and will not guarantee the ability of members to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of members to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and the other member. Because we are not involved in the actual transaction between shipping customers and TSPs, we have no control over the accuracy of listings, the ability of TSPs to transport items, or the ability of shipping customers to send items. We cannot ensure that a shipping customer or TSP will actually complete a shipment.

3. Binding Agreement

All services available on UBidNShip, are only for individuals who can form legally binding contracts under applicable law. These services are not available to minors or to temporarily or indefinitely suspended UBidNShip members. Minors may only use this service in conjunction with their parents or guardians. Your UBidNShip membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. Members who engage in the transportation of goods must have a valid license to operate the vehicle they intend to use. You agree that the website is for services only and that work that you provide will only involve services. You agree that you will not use your participation in the UBidNShip website as a means to sell or market any types of goods or products, unless specifically allowed by UBidNShip.

4. Miscellaneous Terms and Conditions

You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the website at various places throughout the website. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.

5. Fees

Currently, joining UBidNShip or posting a listing is FREE for shipping customers. UBidNShip may collect a nominal listing enhancement Service Charge from shipping customers in certain categories only if the customer accepts those enhancements. The amount for such listing enhancement service and their cost will be displayed for customers on the time of the listing being created. Customer may chose to elect any service they like.

For Transportation Service Providers (TSP’s), Joining UBidNShip is free. However, they are charged a base transaction match fee. This fee is based on a percentage of their accepted bid price. This Transaction Match Fee is 5.9% for accepted bid amount of up to $10,500 and 1.9% on the portion that exceeds that amount. There is a minimum match fee of $35.00 on all accepted bids. For example, a match price of $2,900.00, the TSP would be charged $171.10. A match price of $13,500, The TSP would be charged $676.50 and a match price of $250.00, the TSP would be charged $35.00.

All fees are quoted in U.S. Dollars. You are solely responsible for paying all fees associated with using our services as well as all applicable taxes. You are responsible for all actions taken with your username and password, including fees. We recommend that you not disclose your UBidNShip password or any account sensitive information to any third parties.

6. Deposits

When a shipping customer accepts a bid, they are required to pre-pay a deposit in the amount of the TSP’s transaction fee (see Section 5). This deposit is collected by UBidNShip and credited to the TSP’s UBidNShip account. The deposit amount is then deducted from the accepted bid amount, and the shipping customer pays the balance directly to the TSP. For example, if the total accepted bid is $250.00, and then based on the Transaction Match fee, the shipping customer will pay an amount equal to the $35.00 fee. The deposit amount of $35.00 is collected by UBidNShip and credited to the TSP’s UBidNShip account. The shipping customer then pays the remaining balance of $215.01 directly to the TSP. The pre-paid deposit is refundable to the shipping customer in the event of a match cancellation or in a dispute where the TSP is determined to be at fault.

The shipping customer deposit and/or Auction Service fee is non-refundable in the event of a completed shipment transaction. UBidNShip is not responsible for any monetary disputes that reside with a TSP or shipping customer; it is the responsibility of both the TSP and shipping customer to resolve all monetary disputes, damage claims, breach of contract claims, etc. outside of UBidNShip.

7. Credit and Debit Card

We do not keep record of your Credit or Debit card. All transactions are processed securely through PayPal charge processing terminal. Upon accepting a bid, you authorize UBidNShip to make one time charge for amount indicated in the Transaction Match fee line. Unwarranted chargeback initiated by UBidNShip members against UBidNShip are prohibited and will result in the suspension of your UBidNShip account, and may result in UBidNShip pursuing any and all options at its disposal to collect the withdrawn funds including, but not limited to, sending your unpaid account to a collections agency. In the event that shipping services were not performed, all members must abide by the UBidNShip Cancellation Policy described in Section 9 of this agreement. The UBidNShip Cancellation Process ensures the integrity of the feedback system and accuracy of any refund.

There are situations where a chargeback may be warranted, such as when a card holder feels that their card has been charged fraudulently and/or there is a discrepancy with the billed amount. Prior to any chargeback initiation, UBidNShip must be notified by the card holder so that UBidNShip may investigate the claim to determine if a chargeback is appropriate. A chargeback may not be filed as a replacement, or an addition to, a cancellation of an UBidNShip transaction.

If an unwarranted chargeback of the shipping customer deposit is initiated and accepted by the credit card processor or other entity, UBidNShip reserves the right to charge the TSP for any costs associated with the chargeback. This deposit represents a portion of the total match price and is credited to the TSP’s UBidNShip account to offset any match fees. If a chargeback is accepted, the TSP becomes responsible for that invoice able amount and agrees to pay it immediately. The TSP agrees to remit the due amount to us within 15 days from the chargeback date. If payment not received, the UbidNship account will get suspended until we receive such a payment.

8. Unpaid Fees

If, for any reason, any fees have not been received or in any manner realized by UBidNShip on matches that have been completed by you for the services and any additional services performed by you ("Unpaid Fees"), You agree to pay such Unpaid Fees immediately. If we do not receive full payment within 15 days, UBidNShip may charge your account a penalty of no more than $10 for every month that your account remains unpaid. In addition, UBidNShip may charge interest, in the amount of 1.5% per month or fraction thereof, on any unpaid account balance that you maintain. Any partial payments made to members’ account balances will first be applied to the most recent fees owed us. If anytime after 60 days we cannot collect any fees owed to us, we may suspend or terminate your account or, at our discretion, put your account into the UBidNShip Financial Probation Program, which allows you to continue to place bids and win business in the UBidNShip marketplace by you allowing us to maintain a your Credit card on record to pre-charge you the Transaction Matching Fee prior of us releasing the match information to you. You agree to allow us to charge you credit card for every dues on any Match. If you subsequently pay off your entire balance owed to UBidNShip, you may be removed from the UBidNShip Financial Probation Program. UBidNShip reserves the right to waive or change our fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us to in our sole discretion make appropriate reports to 3rd party credit collection agencies, credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

9. Match Cancellations and Refunds

A “Cancellation” occurs when either party has to cancel AFTER a bid was accepted on UBidNShip but BEFORE any services are performed. After a bid is accepted and the two parties communicate directly, occasionally one or both of the parties determine that they cannot complete the transaction. Cancellations should only be requested after reasonable attempts have been made to reach an agreeable solution and it is certain that the services that were booked on UBidNShip will not be performed. When you request a cancellation, the other party will be notified and will have 72 hours to respond by either:

• Accepting the cancellation and your reason;
• Accepting the cancellation but providing their own reason and/or comments; or
• Disputing the reason for cancellation and requesting review by UBidNShip staff.

If your Request for Cancellation is accepted by the other party, the match will be cancelled and the shipment can either be relisted or deleted. If your Request is disputed by the other member, then the Request will be sent to UBidNShip and a determination will be made on allowing or not allowing the Cancellation. If the other party does not respond within the 72 hour period, the cancellation and reason will be automatically accepted (Case a). Once a cancellation is accepted, any refunds associated with the shipping customer deposit and/or the Auction Service Charge will be refunded to the shipping customer. The refund will be issued back to the form of payment the shipping customer used to pay for the deposit and/or the Auction Service Charge. UBidNShip is not responsible if the refund is issued to an account that is closed. It is up to the shipping customer to inform UBidNShip of any issue with the form of payment prior to a refund being issued.

Every member is allowed 1 free cancellation for every 10 matches (10%) on UBidNShip. Each Excessive Cancellation, above what it was indicated, will suspend the account for 30 days period. Cancelations above the 10% threshold, is considered to be excessive, or above the marketplace norm and will be displayed in the member’s profile. TSPs that have Excessive Cancellations may be charged higher match fees than other TSPs.

For example, when a TSP who has 93 matches and 15 cancellations places a bid, their cancellation rate is calculated at 15% (Matched shipments are always rounded up to the nearest 10, or 100 total in this example). Thus, this TSP would have a 20% surcharge added to their match fee amount (i.e., if their match fee was previously $50 it will now be $60 because of the 20% surcharge).

UBidNShip takes abuse of the Cancellation process seriously. This includes submitting false or exaggerated reasons, attempting to cancel matches that have already occurred or are expected to occur, or colluding with other members to abuse the process. A member that is found to be abusing the process will automatically have their cancellation request denied, may be subject to additional fees and penalties, and may have their account immediately suspended or deleted.

10. No Agency

You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the UBidNShip website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us.

11. Release

Should you have a dispute with one or more UBidNShip users, you release UBidNShip, Inc., its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

12. Shipping

As a shipping customer, you are obligated to complete the transaction with the TSP if you accept the TSP's bid, unless the transaction is prohibited by law or by this Agreement. By accepting a TSP's bid, you agree to be bound by the conditions of the bid included in the bid details so long as those trip details are not in violation of this Agreement or unlawful. Acceptance generally is not retractable unless: (1) the TSP materially changes the bid details after your acceptance; (2) a typographical error is made; or (3) you cannot authenticate the TSP's identity or credentials (see “Match Cancellations and Refunds” above for more details). The TSP reserves the right to inspect your shipment before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. We recommend that you do not seal any package before inspection by the TSP. IMPORTANT: UBidNShip does not screen or qualify TSPs for compliance with federal, state or local laws and regulations. It is recommended that you confirm such compliance directly with the TSP before services are rendered by the TSP.

13. Prohibited and Restricted Items

Prohibited Items: Hazardous or dangerous goods. These are items that may pose a danger to health, safety, or property while being transported (such as explosives, radioactive materials, flammable gases and solids, and toxic substances). Hazardous goods that cannot be shipped through the mail or commercial carrier are not allowed on UBidNShip. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labeled) may be listed on UBidNShip provided that the listing contains a clear notice of the hazardous nature of the material and a description of the planned method of shipping that complies with the law and is clearly communicated with the TSP during the question an answer session and chat auction session. For details on particular hazardous substances and transportation requirements in the US, see the U.S. Postal Service Publication 52. Restricted Items: Prohibited regulated or perishable goods. These are items considered restricted or perishable by the U.S. Postal Service which generally do not pose a danger to health, safety, or property while being transported, but their transport is regulated or banned for public policy reasons. Generally, restricted or perishable items that can lawfully be transported by mail or commercial carrier are permitted on UBidNShip (see U.S. Postal Service Publication 52 for additional details). Full responsibility rests with the sender to comply with all postal and non-postal laws and regulations that relate to the mailing of hazardous, restricted and perishable material. Anyone who sends, or causes to be sent, a non-mailable or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment), including but not limited to those specified in 18 U.S.C.

14. Household Goods Shipments

The Federal Motor Carrier Safety Administration (FMCSA), part of the U.S. Department of Transportation, administers laws and regulations for the protection of shipping customers of household goods. Your TSP is required by the FMCSA to provide you with certain information pertaining to a household goods move. You can determine the FMCSA registration and safety status of your TSP at www.fmcsa.dot.gov and review the FMCSA regulations for household goods moves as well as other helpful information at www.protectyourmove.gov.

15. Non-household Goods Shipments

The Federal Motor Carrier Safety Administration, part of the U.S. Department of Transportation, required that all TSPs handling interstate shipments register with it and provide certain information. You can determine the registration and safety statues of your TSP at www.fmcsa.dot.gov. Certain transportation services may involve movements only within one state. A number of states have statutes and regulations pertaining to such intrastate transportation. We suggest you check with your state Department of Transportation if your service is entirely within one state.

16. Transportation

You must legally be able to transport the shipments you bid on. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state and federal licensing requirements. You must describe your offer and all terms of your services on the bid submittal form on our site. You acknowledge that the UBidNShip website with all its function exist for members to make a fully informed decision about your bids, services offering, policies and procedures. Therefore, you shall disclose to every member that you attempt to do business with your services offerings and relevant policies, procedures and fees that you will charge, including, but not limited to, taxes and/or other service charges. In the event, that you charge "extra fees" (and we are made aware of this fact), UBidNShip reserves the right to suspend or cancel your account at our sole discretion. Your bid may only include content relevant to the description of your transportation services. If you bid on any shipment and your bid is accepted by the shipping customer, you are obligated to perform the services offered in your bid at the accepted bid price. You authorize UBidNShip to charge the UBidNShip match fee by discounting your accepted bid price bid (see Fees). We provide may distance calculations and driving directions (or links to 3rd party driving directions) to TSPs as part of our service. We are not responsible for the accuracy of this information. We recommend that you verify with the shipping customer the information that we provide.

17. Account Flagging System

The UBidNShip site is self-policed by the UBidNShip community via a flagging system. The flagging system is used to communicate the policies of the UBidNShip User Agreement and UBidNShip Live Chat Auction Rules. UBidNShip members are able to ‘flag’ certain texts that do not comply with this Agreement or Live Chat Auction Rules. White flags are located in areas that are able to be flagged, including: shipment Q&A thread, the bid details section, user profiles, and shipment listing information. To flag text, community members click on the white flag following the text in question. After agreeing that the text you are flagging violates the UBidNShip User Agreement or Forum Rules, the white flag will turn yellow. A yellow flag is sent to the UBidNShip team for review. After review, the UBidNShip team will either ‘green flag’ the text, meaning there was no violation, or ‘red flag’ the text, meaning there was a violation and the content has been removed. In the Live Chat Auction, there will be a moderator who will be monitoring the auction participant. It is at the sole discretion of moderator to tolerate a violation during the Live Auction. The moderator will issue a warning for the violator or may bane him/her from the auction and terminate his/her participation. An UBidNShip member who receives a red flag on three separate occasions is subject to suspension of their account.

18. Information You Submit

You solely are responsible for any information you provide to us or other users in the registration, shipping, or transportation process. Your personal information and any shipment or trip listings must be true, legal, accurate, and non-fraudulent. You may not provide contact information to other members for the purpose of bypassing UBidNShip transaction fees. Information may not contain any viruses or other malware that may damage or interfere with our website. Furthermore, you may not list any shipment or trip on our site that, by paying to us a match fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our Prohibited Items terms. You authorize UBidNShip to use the information you supply to us in connection with our services and in accordance with this Agreement. Our website acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, or lewd. You acknowledge and agree that this website acts as a passive conduit for any of your on line communication or distribution of content or information.

Furthermore, you expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the website, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that you have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information:

• Will not violate any federal or state law, regulation, rule, or statute;
• Will not violate the terms of this Agreement;
• Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
• Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography;
• Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about UBidNShip employees, agents, other members, or the marketplace itself;
• Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website;
• Will not scan or test the vulnerability or security of our website or the system within which it operates;
• Will not be used for commercial or public purposes outside of the requirements of this Agreement;
• Will not create liability for us in any manner whatsoever;
• Will not frame or link to our website without our written permission;
• Will not involve the upload, or insertion of, any programming language or code into or onto, our website.

You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.

19. Fraud.

UBidNShip may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our website. Members may not manipulate the bid prices for any shipment or interfere with other members' listings or transactions. Other fraudulent acts include:

A. Fees - You shall NOT:

• Request payment from another UBidNShip member via instant cash transfer services (non-bank, point-to-point cash transfer services such as Western Union or Moneygram);
• Charge to, or in any way attempt to collect from members, as an additional charge to the total amount agreed upon for the services, the UBidNShip Match Fee, or;
• Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the UBidNShip website (given that the particulars of the service requested are materially the same as those requested on the UBidNShip website). Your accepted bid price must include ANY and ALL charges, including any taxes, fees, etc.;
• Represent or communicate to members that you are to collect the UBidNShip Match Fee;
• Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the UBidNShip Match Fee;
• Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Match Fee;
• Communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Match Fee.

B. Manipulating feedback - You acknowledge and agree that the UBidNShip website is a neutral venue and that all transactions for services are made by and between you and other members only and, therefore, we cannot, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the website is the ability of members to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of the website, you shall NOT:

• Improperly influence in any manner, or cause another to, improperly influence in any manner the feedback of the member;
• Post and/or cut and paste and/or copy the content of a member feedback review from the UBidNShip website to your own personal or business website, to any other third party web site and/or on any of your own personal, business or third party marketing/advertising materials regardless of the form;
• Attempting to gain feedback by receiving multiple feedback from the same member (members may only leave one feedback, whether positive, neutral, or negative, to any other member, regardless of the number of matches that the two parties complete with each other);
• Post or attempt to post, in any manner or by any means, a feedback review on your own account.

20. Off-Site Communications

UBidNShip prohibits offers by its members to transport listed shipments, or to offer listed shipments for transport, outside of the UBidNShip site. Offers of this nature circumvent UBidNShip’s fee structure and are a potential fraud risk for both shipping customers and TSPs. Some examples of off-site offers include:

• Entering personal contact information, such as website addresses, fax numbers, phone numbers or email addresses, in UBidNShip’s question and answer system, profile section, “Additional Information” sections, username, shipment listing, or shipment description. Also, revealing such information as above in any way or format during the Live Chat Auction.
• Using personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses, obtained through UBidNShip’s question and answer system, profile section, “Additional Information” section, username, discussion forums, shipment listing, or shipment description to offer to deliver a listed item off-site or to offer a shipment for delivery off-site. Also, ask for such information as above in any way or format during the Live Chat Auction.

UBidNShip reserves the right to edit, amend, or delete any personal contact information that members submit on our site. UBidNShip reserves the right to suspend or delete the account of any member that attempts to make off-site transactions.

21. Live Chat Auction Room

UBidNShip’s Live Chat Auction rooms are intended to allow our members to communicate in real time. Its purpose is to make the user bidding experience efficient, fast, pleasant and to complete the transaction. During any Live Chat session, there will be a Moderator whose sole responsibility is to monitor the communication between participants. The Moderator If asked, may answer general question related to the use of UBidNShip. UBidNShip’s Moderator reserves the right to edit, amend, or delete any information or text entered in the Chat Room if, in the sole opinion of Moderator, the posting contains language that is vulgar, obscene, inflammatory, illegal, irrelevant, or in violation of any section of this User Agreement.

22. Right to Reject or Remove Members

We reserve the absolute right to reject your participation, or remove you from your current participation, in the UBidNShip website at any time and for any reason or for no reason and without notice to you. An event that may result in the rejection or removal of Your participation can include but is not limited to: any circumvention of the UBidNShip marketplace by you or by others at your direction; Your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of employees, agents, or partners.

23. Petition for Reinstatement

Upon your removal from the UBidNShip website, you may petition for reinstatement. Your petition for reinstatement must include the following: a) A written statement as to why you should be reinstated b) Your contact information; your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a Petition does not, in any manner, guarantee, that you will be reinstated and we specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate You. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.

24. Confidentiality/Non-Disclosure

As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.

25. Taxes

You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this site.

26. Record Keeping/Audit

We reserve the right to keep all records of any and all transactions and communications between you and other members for administration purposes.

27. Non-solicitation

During the term of this agreement, you shall not solicit to hire nor hire our employees of whom you become aware of through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of our other business relationships including those with our members.

28. No Felony Convictions

You represent and warrant that you, and any individuals associated with you who will perform the services, have not been convicted of a felony. Furthermore, you represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from performing the services.

29. Unsolicited Idea Submission

We always want to receive messages and feedback from UBidNShip members and welcome any comments regarding the UBidNShip marketplace. However, UBidNShip policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by UBidNShip might be similar or even identical to your idea.

If you do send UBidNShip an unsolicited suggestion, idea, or proposal, or if you send, at the request of UBidNShip, a comment or suggestion to improve the UBidNShip Marketplace (collectively, the "Submission"), UBidNShip will consider the Submission to be non-confidential and non-proprietary. UBidNShip shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. UBidNShip shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

30. Identity Verification

We use some techniques to help verify the identity of TSPs when they register on our website; however, UBidNShip cannot and will not confirm each Service Provider's identity. We have implemented a user-managed feedback system to help you evaluate other members you are transacting with.

31. Remedies

Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal your shipment or trip listings, notifying our members of your actions, issuing a warning, temporarily suspending your membership, terminating your membership, and refusing to provide our services to you.

32. No Warranty

UBidNShip, our employees, and our suppliers provide services without any warranty or express, implied or statutory conditions. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

33. Limited Liability

In no event shall we, our employees, or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or this agreement however arising, including negligence. Our liability and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the greater of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and $100.

34. Indemnity

You agree to indemnify and hold us and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.

35. Legal Compliance

You shall comply with all applicable domestic and national laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.

36. Arbitration

Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by UBidNShip to collect our fees and/or recover damages for, or obtain an injunction relating to, the UBidNShip site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Santa Ana, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

37. Dispute Resolution

Disputes between you and UBidNShip regarding our services should be reported to service@UBidNShip.com. We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and members regarding services. If you report a dispute to UBidNShip, we will make every effort to help both parties communicate; however, all disputes must be resolved directly between you and members. Therefore, if we are contacted by a member who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or a certified mediation or arbitration entity. We do not specifically endorse any such third party mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.

38. Protection of Intellectual Property Content

The UBidNShip website contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this website including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this website does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.

39. Trademark and Domain Name Protection

The UBidNShip website contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by us. Unless otherwise agreed to in an Addendum to this Agreement, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name that is identical to or similar to any of the Marks.

40. Security

UBidNShip uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.

41. Governing Law

THIS AGREEMENT AND YOUR USE OF THE SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

42. General

This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.

Last Revised Date: April 1, 2009