ACTT Now User License Agreement

WHEREAS, Conduent EDI Solutions, Inc. has developed ACTT Now, an internet-based software package that enables Trading Partners the ability to track all files submitted to Conduent EDI Solutions, Inc. (hereinafter "ACTT Now"); and

WHEREAS, Trading Partner wishes to use and license ACTT Now for its business use; and

WHEREAS, Conduent EDI Solutions, Inc. wishes to license ACTT Now to Trading Partner under the terms and conditions set forth in this ACTT Now User License Agreement (the "Agreement"); and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.License. Conduent EDI Solutions, Inc. hereby grants and Trading Partner hereby accepts a non-transferable, non-exclusive license to use ACTT Now solely for its own business use in electronically tracking files submitted to Conduent EDI Solutions, Inc.

2.Term. The term of the license for the ACTT Now product shall commence upon enrollment for the product and shall continue thereafter until and unless terminated by either party. Either party may terminate the Agreement at any time for any reason by giving the other party thirty (30) days written notice. Upon termination the license and all of the rights granted to the Trading Partner hereunder shall immediately cease. Trading Partner is responsible for maintaining the confidentiality of user names and passwords. Conduent EDI Solutions, Inc. is not liable for any damages resulting from Trading Partner's disclosure of its user names and passwords.

3.Product Support. Conduent EDI Solutions, Inc. will provide limited product support services. Trading Partner is responsible for the hardware, software, and peripheral technology required to access this site. Conduent is not responsible for service difficulties resulting from a Trading Partner's failure to possess technology adequate to use the site to their satisfaction. Trading Partner agrees to use third party browser software that supports Conduent's SSL protocols.

4.Title. Title to all product (including improvements and enhancements thereto), documentation and materials provided by Conduent and all rights therein, shall be and remain the property of Conduent. All logos and trademarks and/or service marks used by Conduent in this website are either proprietary to Conduent or licensed by Conduent from a third party and cannot be used, reproduced or otherwise published in any manner by Trading Partner without the express written consent of Conduent EDI Solutions, Inc.

5.Limited Warranty. Conduent EDI Solutions, Inc. does not warrant that the functions contained in the product will meet Trading Partner's requirements or that the operation of the product will be uninterrupted or error free.

EXCEPT AS PROVIDED ABOVE, THE PRODUCT AND DOCUMENTATION ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, NEITHER EXPRESSED NOR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES SET FORTH ABOVE CONSTITUTE THE EXCLUSIVE REMEDIES OF TRADING PARTNER FOR ANY BREACH OF WARRANTY OR ANY OF THE TERMS OF THIS AGREEMENT. IN NO EVENT WILL CONDUENT EDI SOLUTIONS, INC. BE LIABLE FOR ANY DAMAGES INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR ARISING FROM USE OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF CONDUENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.General. Trading Partner may not assign, sublicense, or otherwise transfer the product, this Agreement, any right granted here-under, or obligation imposed hereunder, in whole or in part, without 'CONDUENT EDI SOLUTIONS, INC.' prior written consent.

Any notice or other communication required under this Agreement shall be given in writing to the other party at the address set forth in this Agreement, or to such other address as shall be given by either party in writing. Such notice shall be mailed by United States mail or by overnight mail service, postage prepaid.

7. Modification. In the event CONDUENT EDI SOLUTIONS, INC. modifies ACTT Now and desires to provide such modification to Trading Partner, Trading Partner shall accept said modified version and utilize it in the tracking of files.

8. Applicable Laws. This Agreement shall be governed by the laws of the State of Florida.

9. Exclusive Venue. The exclusive venue for any action brought to interpret or enforce this Agreement shall be in Leon County, Florida.

10. Disputes. The costs, including attorneys' fees, of any action brought to interpret or enforce the provisions of this Agreement shall be paid by the nonprevailing party.

Trading Partner acknowledges that he/she has read this Agreement and understands it, and agrees to be bound by its terms and conditions. Trading Partner further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes any proposed or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

By clicking an Agree or similarly worked button with a mouse, keystroke, or other computer device, the Trading Partner acknowledges that the Trading Partner has read and agrees to all the terms and conditions contained within this agreement and license. The Trading Partner's consent is legally binding and enforceable and is the legal equivalent of a handwritten signature.