PLEASE READ THE FOLLOWING. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH BELOW, DO NOT ACCESS OR USE THIS WEB SITE AND ITS SERVICES. YOUR ACCESS OR USE OF THIS WEB SITE AND ITS SERVICES CONSTITUTES YOUR AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH BELOW

I. Introduction

Through this Web site, http://www.centraldispatch.com (the "Site"), 1st Auto Transport Directory, Inc. ("1st Auto") offers an Internet-based "central dispatch system" to its subscribers in the auto transport industry. The central dispatch system helps connect companies in the auto transport industry by allowing subscribers to make their own independent evaluations of other subscribers. For example, the central dispatch system allows subscribers to post vehicles for shipment, references, evidence of insurance coverage and copies of government licenses that can be reviewed by other subscribers who may be potential business partners. The central dispatch system may also allow subscribers to "rate" other subscribers or to provide information for other subscribers with regard to truck stops, repair centers, insurance companies or other information of interest. You understand and agree that 1st Auto does not and cannot control the reliability, completeness or accuracy of information available through the Site and its services because such information is provided solely by the Site's subscribers, who are third parties independent of 1st Auto.

II. Standards of Conduct

1ST AUTO EXPECTS YOU TO ABIDE BY CERTAIN INDUSTRY-WIDE PROFESSIONAL STANDARDS. YOUR FAILURE TO MEET THE FOLLOWING STANDARDS MAY RESULT IN THE IMMEDIATE TERMINATION OR SUSPENSION OF YOUR ACCOUNT.

A. Carriers

If you are a carrier that ships vehicles posted for shipment on the Site, you agree to abide by the following standards: (1) pick-up and deliver vehicles within the agreed upon windows of time and at the agreed upon price; (2) promptly notify all appropriate parties of unexpected delays in the pick-up or delivery of vehicles; (3) handle vehicles so as to avoid any damage to the vehicles; (4) provide appropriate parties with a completed and signed bill of lading/vehicle condition form upon delivery of the vehicles; (5) handle damage claims fairly and responsively; (6) promptly forward COD payments in excess of agreed upon carrier payment to brokers or applicable parties, when applicable; (7) interact with all parties in a professional and courteous manner; (8) maintain adequate insurance coverage and applicable licenses and bonds at all times; and (9) comply with all applicable laws.

B. Brokers, Dealers, Freight Forwarders, Auctions, Corporate Relocation Specialists, Manufacturers and Rental Agencies

If you are a broker, dealer, freight forwarder, auction, corporate relocation specialist, manufacturer, rental agency or other entity that posts vehicles for shipment on the Site, you agree to abide by the following standards: (1) provide the agreed upon vehicle to carriers at the agreed upon time and price; (2) make prompt payment of outstanding balances owed to carriers; (3) remove from view on the Site loads that you have posted for shipment on the Site once an agreement has been made to ship such loads with a carrier; (4) interact with all parties in a professional and courteous manner; (5) maintain adequate insurance and applicable licenses and bonds at all times; and (6) comply with all applicable laws.

III. Limited Rights of Use

The Site and its services involve the use of a computer system comprising computer programming and formatting code, computer executable instruction sets, operating instructions, graphics, designs, materials or other information (whether in written, graphical or other form, collectively, the "Content") that are protected by copyright, trademark, trade secret, patent or other intellectual property rights laws. Such system, the Site and the Content shall remain the property of 1st Auto and its licensors. You shall not assert any rights in such system, the Site or the Content other than a right to use the system, the Site and the Content for evaluating and verifying the information submitted by other subscribers, but specifically excluding developing, marketing or selling auto transport database products or services or any similar products or services. Other than downloading or printing Content for such evaluation or verification, you shall not modify, copy, provide to any third party, sell, transfer or create derivative works of such system, the Site or the Content, whether in whole or in part. Without limiting the foregoing, you shall not (i) direct link, inline link, deep link or otherwise hyperlink any page of the Site other than the home page or (ii) page-scrape, robot, spider, hack, password mine or use any automatic or manual program or process to access or use such system, the Site or the Content. Notwithstanding the foregoing, the Site and its services may only be used by you for lawful purposes and in a manner that 1st Auto believes, in its sole discretion, to be consistent with the rights of 1st Auto, the Site's subscribers or other third parties.

IV. Submitted Materials

By submitting any material or other information, whether in written, graphical or other form, to 1st Auto, you grant 1st Auto the irrevocable, royalty-free, fully-paid, worldwide right to use such material or other information in any manner in connection with the Site, its services or any other products or services offered by 1st Auto. Without limiting the foregoing, 1st Auto may, in its sole discretion, publish and distribute such material or other information by any method now existing or later developed without you receiving any payments from 1st Auto or you exercising any other rights against 1st Auto. You shall not submit any material or other information that violates law or the rights of any third party or that is unreliable, incomplete, inaccurate, obscene, libelous, defamatory or otherwise objectionable. By submitting a rating to the Site, you declare that you have conducted business with the rated party. If you rate a party with which you have not conducted business, your account or your ability to rate other subscribers may be suspended or terminated. While 1st Auto does not and cannot control any material or other information provided by you or the Site's other subscribers, 1st Auto reserves the right to reject or remove any such material or other information at any time with or without reason.

V. Changes to Service

The Site is expected to change from time to time. 1st Auto reserves the right to change any service offered, or the features of any service offered, on the Site at any time with or without notice.

VI. Payment Terms

You must pay subscription fees per 1st Auto's rate schedule in effect from time to time in order to access or use certain portions of the Site and its services. You are also responsible for any sales, use or other taxes applicable to your subscription. Payment terms are net 10 days. Delinquent accounts are subject to immediate suspension or termination without notice. Subscription fees will not be pro-rated for any partial period. If payment by credit or debit card is not received by 1st Auto from the card issuer or its agents, you agree to pay all amounts due upon demand by 1st Auto.

VII. Expiration; Termination; and Suspension

Your subscription to this Site shall expire automatically at the end of each calendar quarter for which you have paid the quarterly subscription fees in advance, unless you pre-pay your applicable subscription fees for an additional calendar quarter, in which case your subscription shall continue for an additional calendar quarter. Either you or 1st Auto may terminate your account at any time with or without reason. 1st Auto may also suspend your account or access to certain features of the Site at any time with or without reason. TERMINATION OR SUSPENSION DOES NOT RELEASE YOU FOR FEES, TAXES OR OTHER CHARGES DUE, AND SUBSCRIPTION FEES SHALL CONTINUE TO ACCRUE DURING ANY SUSPENSION. 1st Auto may delete all data, files or other information stored your in account upon termination. Provisions set forth in the sections entitled "Limited Right to Use", "Submitted Materials", "Payment Terms", "No Warranty; Limitation of Liability" and "Indemnity" shall survive any termination.

VIII. No Warranty; Limitation of Liability

ACCESS OR USE OF THE SITE AND ITS SERVICES ARE AT YOUR SOLE RISK. 1ST AUTO DOES NOT WARRANT THE RELIABILITY, COMPLETENESS OR ACCURACY OF THE SITE, ITS SERVICES OR ANY INFORMATION ON THE SITE. THE SITE, ITS SERVICES AND ANY INFORMATION ON THE SITE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY OR ACCURACY), ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED EXCEPT TO THE EXTENT ANY WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. 1ST AUTO'S TOTAL LIABILITY TO YOU (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SITE, ITS SERVICES OR ANY INFORMATION ON THE SITE SHALL BE NO MORE THAT THE SUBSCRIPTION FEES PAID BY YOU TO 1ST AUTO. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL 1ST AUTO BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF DATA). WITHOUT LIMITING THE FOREGOING, 1ST AUTO SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM (1) YOUR INABILITY TO ACCESS OR USE THE SITE AND ITS SERVICES AS THE RESULT OF ANY EVENT BEYOND THE REASONABLE CONTROL OF 1ST AUTO (INCLUDING, WITHOUT LIMITATION, ANY PROGRAMMING ERROR, ANY VIRUS OR ANY DELAY OR FAILURE OF THE PERFORMANCE OF THE INTERNET) OR (2) ANY INFORMATION PROVIDED BY THE SITE'S SUBSCRIBERS. SOME JURISDICTIONS DO NOT ALLOW LIABILITY TO BE LIMITED. AS SUCH, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IX. Indemnity

You agree to indemnify and hold harmless 1st Auto and its directors, officers, shareholders, agents, employees and the Site's other subscribers from any and all claims, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising out of or resulting from any and all access or use of the Site and its services and your account, whether or not authorized, and any and all material or other information submitted by you to 1st Auto.

X. Non-Transferability

Your account, your limited rights of use above and all of your rights and obligations under these Terms of Service are not transferable or assignable by you in any way and any purported transfer or assignment shall be void. You agree to protect your password and other account information from unauthorized use.

XI. Confidentiality

1st Auto generally treats electronic messages as private. Exceptions are those permitted by law, including under the Electronic Communications Privacy Act of 1986 (the "ECPA"). The ECPA permits 1st Auto limited ability to intercept or disclose electronic messages, including, for example: (i) as necessary to operate the system or protect 1st Auto's rights or property; (ii) upon legal demand (court orders, warrants, subpoenas); or (iii) where 1st Auto receives information inadvertently which appears to pertain to the commission of a crime. You should be aware that electronic messages may be intercepted lawfully or unlawfully outside of 1st Auto's system. In addition, although 1st Auto has implemented certain security measures, 1st Auto cannot guaranty that its system or stored data of a subscriber will be free from unauthorized intrusion or otherwise guaranty the privacy of information of any user.

XII. Use of Company Name

You grant 1st Auto the right, at 1st Auto's option and expense, to use your company name, including reproduction of your logo, for advertisements and on other marketing materials of 1st Auto.

XIII. General

1st Auto reserves the right to change these Terms of Service, in whole or in part, at any time with or without notice. Such changes shall be effective when posted on the Site, and your continued access or use of the Site and its services shall be considered acceptance of such changes. Any contract or agreement for auto transport services that you may enter into by accessing and using this Site (whether you are a carrier, broker, dealer or other entity) is solely between you and the applicable carrier, broker, dealer or other entity. 1st Auto Transport Directory, Inc./CentralDispatch.com is not a party to any such contract or agreement, has no obligations under any such contract or agreement, and expressly disclaims all liability whatsoever arising out of, or in connection with, any such contract or agreement. If you subscribe to any other websites owned or operated by 1st Auto, you agree that 1st Auto shall have the right to first apply any payments made under this Site to any outstanding amounts that may be owing with respect to your subscription with any of 1st Auto's other websites. These Terms of Service constitute the entire agreement between you and 1st Auto, and supersede all other written and oral communications or agreements, with regard to the Site and its services. Any waiver these Terms of Service by 1st Auto shall only be effective if in a writing signed by an authorized officer of 1st Auto. The Site is controlled, operated and administered by 1st Auto from its offices in San Diego County, California. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. Any claim or cause of action by you against 1st Auto with respect to your access or use of the Site and its services or your account shall be brought in the federal or state courts of San Diego County, California within one (1) year after the claim or cause of action arises. Without limiting any other remedy under law, in equity or pursuant to these Terms of Service, you acknowledge and agree that 1st Auto shall be entitled to seek injunctive relief or other equitable relief for any breach of these Terms of Service. If any provision of these Terms of Service is found to be unenforceable or invalid, the remaining provisions shall be enforceable and valid to the greatest extent permitted by law. Accessing or using the Site shall constitute effective execution and delivery by you of these Terms of Service.

XIV. Privacy Policy

Please see 1st Auto's Privacy Policy for a description of the privacy and related policies of the Site.