Livestock Transport User Agreement

This document describes the terms with which Livestock Transport offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the domain. Once you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the Livestock Transport website. All modified terms and conditions shall take effect immediately after posting to the Livestock Transport 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 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 July 1st, 2007 for all users.

1. Livestock Transport is a Neutral Venue. Livestock Transport is not a transportation service provider, hauler, freight forwarder or broker. Our site acts as a venue where shippers and haulers can meet and enter into agreements. We are not involved in the actual transaction between shippers and haulers. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. Livestock Transport does not prequalify or validate the claims of haulers including with respect to their licensure, insurance and registration. 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 shippers and haulers, we have no control over the accuracy of listings, the ability of haulers to transport items, or the ability of shippers to send items. We cannot ensure that a shipper or hauler will actually complete a shipment.

2. Membership. Our services are available only to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended Livestock Transport members. Minors may only use this service in conjunction with their parents or guardians. Your Livestock Transport 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 Livestock Transport website as a means to sell or market any types of goods or products, unless specifically allowed by Livestock Transport.

3. Other 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.

4. Fees. There are currently no fees to join Livestock Transport as a shipper and no listing or transaction fees for shippers. Hauler have a fee to join, and that fee is based on length and type of plan.

Livestock Transport reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on our website. 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 User ID and password, including fees. We recommend that you not disclose your Livestock Transport password to any third parties.

5. No Agency. You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the Livestock Transport 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.

6. Release. Should you have a dispute with one or more Livestock Transport users, you release Livestock Transport, 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.

7. Shipping. As a shipper, you are obligated to complete the transaction with the hauler, unless the transaction is prohibited by law or by this Agreement. By accepting a Hauler, you agree to be bound by the conditions of the terms so long as those trip/shipping details are not in violation of this Agreement or unlawful. Acceptance generally is not retractable unless: (1) the hauler materially changes the bid details after your acceptance; (2) a typographical error is made; or (3) you cannot authenticate the haulers identity or credentials . The hauler 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 hauler. IMPORTANT: Livestock Transport does not screen or qualify haulers for compliance with federal, state or local laws and regulations. It is recommended that you confirm such compliance directly with the hauler before services are rendered by the hauler.

8. 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 Livestock Transport. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labeled) may be listed on Livestock Transport - 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. 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 Livestock Transport (see U.S. Postal Service Publication 52 for additional details). Full responsibility rests with the sender to comply with all postal and nonpostal 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.

9. 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 shippers of household goods. Your hauler 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 hauler at and review the FMCSA regulations for household goods moves as well as other helpful information at

10. Non-household Goods Shipments. The Federal Motor Carrier Safety Administration, part of the U.S. Department of Transportation, required that all haulers handling interstate shipments register with it and provide certain information. You can determine the registration and safety statues of your hauler at 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.

11. 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 Livestock Transport website exists 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), Livestock Transport reserve 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 shipper, you are obligated to perform the services offered in your bid at the accepted bid price.

12. Account Flagging . The Livestock Transport site is self-policed by the Livestock Transport community. Flagging is used to communicate the policies of the Livestock Transport User Agreement and Livestock Transport Discussion Forum Rules. Livestock Transport members are able to ‘flag’ certain texts that do not comply with this Agreement or the Forum Rules. After review, the Livestock Transport team will either ‘green flag’ the , meaning there was no violation, or ‘red flag’ , meaning there was a violation and the content has been removed. A Livestock Transport member who receives a red flag on three separate occasions is subject to suspension of their account.

13. 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 Livestock Transport 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 Livestock Transport 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 Livestock Transport 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.

14. Fraud. Livestock Transport 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:

• Charge to, or in any way attempt to collect from members, as an additional charge to the total amount agreed upon for the services, or;
• Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon . Your accepted bid price must include ANY and ALL charges, including any taxes, fees, etc.;
• 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 Livestock Transport Fee;

B. Manipulating feedback - You acknowledge and agree that the Livestock Transport website is a neutral venue and that all transactions for services are made by and between you and other members only and, therefore, we can not, 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 those 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 Livestock Transport 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.

14. Community Discussion Forums. Livestock Transport’s Community Discussion Forums are intended to allow our members to communicate their experiences using Livestock Transport. Livestock Transport reserves the right to edit, amend, or delete any information posted on the discussion forums if, in the sole opinion of Livestock Transport, the posting contains language that is vulgar, obscene, inflammatory, illegal, irrelevant, or in violation of any section of this User Agreement or our Discussion Forum Rules, which has detailed information about what postings we deem unacceptable.

15. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation, in the Livestock Transport 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 Livestock Transport 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.

16. Petition for Reinstatement. Upon your removal from the Livestock Transport 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.

17. 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.

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

19. 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.

20. 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.

21. 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.

22. Unsolicited Idea Submission. We always want to receive messages and feedback from Livestock Transport members and welcome any comments regarding the Livestock Transport marketplace. However, Livestock Transport 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 Livestock Transport might be similar or even identical to your idea.

If you do send Livestock Transport an unsolicited suggestion, idea, or proposal, or if you send, at the request of Livestock Transport, a comment or suggestion to improve the Livestock Transport Marketplace (for example, through Discussion Boards or via email) (collectively, the "Submission"), Livestock Transport will consider the Submission to be non-confidential and non-proprietary. Livestock Transport 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. Livestock Transport shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

23. Identity Verification. We use techniques to help verify the identity of haulers when they register on our website; however, Livestock Transport 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.

24. Feedback. For each Livestock Transport transaction, the shipper and service provider are allowed to rate each other by leaving feedback for one another. Feedback consists of leaving one rating (positive, negative or neutral), along with a short comment about your experience. Feedback scores are calculated when another member gives you a +1, 0, -1 score. Each member’s overall feedback score is the difference between the number of members who left a positive rating and the number of members who left a negative rating.

When a member leaves more than one of a particular type of feedback, for example three positive ratings for another member (for three different transactions), the other member’s score only increases by +1. While the score is only increased by +1, each of the comments are made available for the community to read in the profile section. A member can only influence another member’s feedback score by one positive, one negative or one neutral rating. For example, if you leave 3 positives and a negative, only one of the positives and one of the negatives will count against the score, netting to provide a score of 0.

If you attempt in any way to undermine the integrity of our feedback system in any way, or if you earn a net feedback rating of negative four (-4) or lower, your membership may be suspended. You acknowledge that your feedback consists of comments left by other Livestock Transport members and a composite feedback number compiled by Livestock Transport. You agree that you will not use your Livestock Transport feedback in any venue other than Livestock Transport. Members should always use caution and good judgment when leaving feedback for another member because, members could be help legally responsible for damages to a member’s reputation if a court were to find that the remarks constitute libel or defamation. Under federal law (the Communications Decency Act), because Livestock Transport does not censor feedback or investigate it for accuracy, Livestock Transport is not legally responsible for the remarks that members post, even if those remarks are defamatory. However, this law does not protect the person who leaves the feedback from responsibility for it.

25. Resolving Feedback Disputes. To maintain the integrity of the feedback system, feedback left for a member is a permanent part of that member’s profile. Feedback comments cannot be edited at a later date. Members should resolve any misunderstandings prior to leaving feedback since most misunderstandings can and are resolved quickly through direct communication. There may be times when you are unhappy with, disagree with, or regret feedback that you left for another member, or that may have been left for you. If you have a disagreement over feedback that has been left, you have options to respond:

A) Reply to Feedback Received. Share your side of the story by responding to any comment that has been left for you. Your response will be shown directly below the comment left by the other eBay member.
B) Mutual Feedback Withdrawal. If both members are able to resolve a problem after feedback has been left, you can mutually agree to withdraw the feedback rating. The feedback comment will still appear in your profile, but it will no longer count towards your feedback score. Both members must agree, and feedback will be withdrawn at the same time upon confirmation of the request by both members.
C) Feedback Comment Withdrawal. Livestock Transport will remove individual feedback comments only in very rare circumstances, such as when they violate certain Livestock Transport policies. Other situations where Livestock Transport will remove feedback include: feedback containing vulgar language or other personal contact information, and instances when Livestock Transport receives a valid court order to remove feedback.

26. 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.

27. No Warranty. Livestock Transport, 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.

28. 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.

29. 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.

30. Legal Compliance. You shall comply with all applicable domestic and international 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.

31. Arbitration. Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by Livestock Transport to collect our fees and/or recover damages for, or obtain an injunction relating to, the Livestock Transport 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 Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

32. Dispute Resolution. Disputes between you and Livestock Transport regarding our services should be reported to 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 Livestock Transport, 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 (for example, SquareTrade). 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.

33. Protection of Intellectual Property Content. The Livestock Transport 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.

34. Trademark and Domain Name Protection. The Livestock Transport website contains trademarks, tradenames, 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.

35. Security. Livestock Transport uses industry standard practices to safeguard your personal information. 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.


37. 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: July 12, 2007