Terms & Conditions

Legal Information and Terms of Use

Welcome to Subout.com, LLC. Subout.com provides access to the public and members subject to the following terms of
use. By accessing, viewing, posting, using or downloading materials from Subout.com, you agree to be bound by these
terms of use and conditions. If you do not agree with these terms of use do not use Subout.com.

Use of Materials on Subout.com

Unless otherwise specified, you may view and download the materials on Subout.com for your personal, informational,
commercial and non-commercial purposes, provided that you retain all copyright and other proprietary notices contained
in the original materials on any copies of the materials. You may not modify the materials on Subout.com in any way or
reproduce or publicly display, perform, post, transmit, distribute or otherwise use them for any public or commercial
purpose. Subout.com reserves all rights to its copyrights, trademarks and other intellectual property.
Paid Monthly Membership Subscription Plan (Both Legacy & New Sign-ups Only)
Services under paid Subscription Agreements (“Agreements”) are available to corporations, other business entities and
individuals that have accepted this Agreement and have provided the information requested on the Subscription
Agreement form. These individuals and entities known as “Paid Members” represent that they are legally permitted in
their jurisdiction to enter into agreements for the purchase of the services offered by Subout.com and that they are also
legally able to offer goods and services in accordance with those that they may quote on via the Subout.com marketplace.
Agreements are for the purchased users only, and may not be shared. Subout.com reserves all rights as to the granting of a
Paid Subscription. Prior to utilizing the Subout.com website, Paid Members are required to complete their Profiles with
accurate and current information. Paid Suppliers will not be able to utilize the site to submit opportunities or bids until
the Profile is complete, as determined by Subout.com. The term of service is noted on your Paid Membership Agreement
form and access to Bid Opportunities are limited to those geographies and categories chosen. Your Paid Member
subscription is chosen as part of the sign-up process. Your Paid Member subscription will automatically renew unless you
send an email to suboutoffice@subout.com within 7 calendar days from the end of the current month. Subscription fees
are non-refundable Subout.com recommends that you print and date a copy of these Terms of Use for your records.

Failure to maintain a valid credit card on file to be charged and paid in full for monthly subscription by either credit/debit
card, which will be charged on the 1 st of every month and MUST be paid in full by the 5th of each month will result in a
“locked out” (suspend your service) status, where you will no longer be able to place bids on the SubOut App. until a
valid credit card is provided and charged. There will also be a reactivation charge of $49.99 added to your current charge
to bring your balance to current standing. You also agree not to “charge back” any credit card fees charged to your credit
card on file without allowing the management team of SubOut.com 5 business days from the time of your emailed inquiry
(suboutoffice@subout.com) in regards to the specific charge in question. Failure to properly follow this protocol will
result in an automatic forfeit of such inquiry, and the charge will remain.
Platinum Service Plan: Any accounts that exceed $50,000 in previously awarded charter bus business within 12 rolling
calendar months (reported from the 1st of each month from the previous year to the 1st of that same month in current
year) will be charged another $50 per month automatically, (capping out at a total of $300,000, or, the equivalent of
$300.00 added to your legacy SubOut plan). Additionally, Subout.com is entitled to recover any sums expended in
connection with the collection of delinquent amounts, including reasonable attorney’s fees. Service may be restored once
the complete membership obligation has been paid. The contract expiration date will not be extended to cover any time
your service was suspended. If the original credit/debit card provided for the purposes of monthly billing expires prior to
the payment of all obligated monthly installments, you agree to provide a new form of payment prior to the expiration
date. In addition, if you change banks while paying for membership services using a debit order or other form of payment,
then you agree to provide the necessary information in order to fulfill your payment obligations.
Any previously enrolled “free” accounts will be cancelled as of February 7th, 2019. Previously “free” members may re-
subscribe to one of the available new membership plans currently being offered. Existing Paid Members as of January
1, 2019 are permitted to maintain their account plans as of that date or, at their option, choose one of the new
membership plans. If a current Paid Member account plan is chosen after January 1, 2019, the change is irrevocable.

Beginning January 1, 2019 the following membership plans are available to all subscribers:

Pay-Per-Charter (3.5% White Glove Concierge Plan)

Members are required to complete their Profiles with accurate and current information. Members will not be able to utilize
the site to submit opportunities or bids until the Profile is complete, as determined by Subout.com. This membership plan
is not a monthly paying subscription. Members under this plan agree to pay a 3.5% surcharge directly to SubOut.com, per
transaction, immediately upon being “awarded” each charter. Under this plan, you are assigned a dedicated agent, who
will work directly with you via email/text/phone to assist member in bidding process. This plan does not guarantee the
charter being awarded. A valid credit card must be on file at all times. If credit card fails, you will receive a call and / or
email from a SubOut representative to provide a valid card. If a valid credit card is not provided, we reserve the right to
immediately remove member from awarded charter. If charter is “cancelled” by the poster, member will receive a credit to
provided credit card on file within 2 business days. If member removes themselves from the charter, member will still be
charged for such transaction.

Pay-Per-Charter (2.5% plan)

Members are required to complete their Profiles with accurate and current information. Members will not be able to utilize
the site to submit opportunities or bids until the Profile is complete, as determined by Subout.com. This membership plan
is not a monthly paying subscription. Member under this agreement agrees to pay a 2.5% surcharge directly
to SubOut.com, per transaction, immediately upon being “awarded” each charter. A valid credit card must be on file at all
times. If credit card fails, you will receive a call and or email from a SubOut representative to provide a valid card. If a
valid credit card is not provided, we reserve the right to immediately remove member from awarded charter. If charter
is “cancelled” by the poster, member will receive a credit to provided credit card on file within 2 business days. If member
removes themselves from the charter, member will still be charged for such transaction.
Any member wishing to “switch” either of the above “pay-per-charter plans” would be required to be moved into new
monthly membership plan of $499.00 per month, also agreeing to remain in this paid membership plan for the next 12
calendar months. Any switching of any plan MUST be done within 7 business days in an email to
suboutoffice@subout.com. You must also receive an email response back acknowledging your acceptance into the new
plan.

Termination

We may terminate your membership including Paid Subscriptions and delete your data immediately if you breach any
clause of this Terms of Use agreement, our Privacy Policy or Security Policy the latter two of which are incorporated
herein by reference. We may also terminate your membership if we are unable to verify or authenticate any information
you provide to us.

Cancellation

You may cancel your monthly membership by sending an email to suboutoffice@subout.com. Cancellation of your
membership does not relieve you of any financial obligations due under any paid subscription or your obligation to other
members of Subout.com.

Partner and other Third-Party Descriptions

Subout.com contains information concerning various third parties (often referred to as “partners”) who offer products or
services compatible with Subout.com products or customer services. This information is provided for your convenience
only. Subout.com is not responsible for and does not warrant any third party product or service or the accuracy of any
description.

Links to Other Websites

Subout.com provides certain links to other websites as a convenience to you. Subout.com does not monitor nor control the
content of any other website and assumes no responsibility or liability of any kind for any material or communications
available at such websites. Subout.com is not responsible for the content of any site that may be linked to from
Subout.com.

Disclaimer of Warranty

Information on Subout.com may contain factual inaccuracies or typographical errors or be incomplete or out of date.
Information may be changed or updated without notice. Subout.com may make changes and/or improvements in the
products and/or programs at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A
WRITTEN AGREEMENT BETWEEN YOU AND SUBOUT.COM, ALL MATERIALS PROVIDED ON

SUBOUT.COM ARE PROVIDED AS IS, WHERE IS, AND AS AVAILABLE. WE MAKE ABSOLUTELY NO
WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE
SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE
CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE OR SERVICES, AND HEREBY NOTIFY
USERS THAT OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE
OF OUR CONTROL.

Limitation of Liability

IN NO EVENT SHALL SUBOUT.COM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION OR LOSS OF PROFITS,
REVENUE, DATA LOSS OR DATA USAGE INCLUDING PERSONAL INJURY OR DAMAGES, INCURRED BY
YOU OR ANY THIRD PARTY, WHETHER BASED ON WARRANTY OR IN CONTRACT, TORT, OR OTHER
LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, ARISING
FROM YOUR ACCESS TO, OR USE OF, ITS WEBSITE OR ANY OTHER HYPERLINKED WEBSITES, EVEN IF
SUBOUT.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF A PAID
SUBSCRIPTION , THEN IN NO EVENT SHALL SUBOUT.COM’S TOTAL CUMULATIVE LIABILITY EXCEED
THE PAID MEMBERSHIP FEE ASSOCIATED WITH THE PAID MEMBERSHIP.

Indemnification

You agree to indemnify us from and against any and all claims and damages of any kind (including attorneys’ fees)
resulting from your use of the Subout.com, from your breach of any provision of the Terms of Use, Security Policy or
Privacy Policy or from any actions you take. We reserve the right to report any wrongdoing by you, if we become aware
of it, to the applicable government authorities.

Release

Subout.com does not get involved in Member-to-Member transactions, in the event that you have a dispute with one or
more Members, you have agreed to release us (and our agents and employees) from claims, demands and damages (actual,
consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with the use of Subout.com or such disputes. You waive the
provisions of any state, province, or country law limiting or prohibiting a general release.

User Submissions/ Messaging

You are prohibited from posting or transmitting to or from Subout.com any unlawful, threatening, libelous, defamatory,
obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright,
trademark, trade secret, or any rights of third parties including any content that violates community standards. Subout.com
may, but is not obligated to, monitor or review any areas on this website where users transmit or post communications.
Subout.com will have no liability for the content of any communications, whether or not arising under the laws of
copyright, trademark, trade secret, libel, privacy, obscenity or otherwise. Subout.com and its administrators and
moderators reserve all rights to remove any information deemed off-topic, unlawful, threatening, libelous, defamatory,
obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright,
trademark, trade secret, or any rights of third parties including any content that violates community standards. Subout.com
and its administrators and moderators also reserve all rights to block or otherwise expel any user of Subout.com who is
deemed to have violated these terms including IP addresses or ranges of IP addresses at the discretion of Subout.com
administrators and moderators. Subout.com may also prohibit users or members from utilizing the website if the users are
in certain jurisdictions that are considered state sponsors of terrorism.

Export control

By downloading or accessing software or technical data, you are agreeing not to import, export or re-export, either
directly or indirectly (including transmission and shipment) except in accordance with all applicable laws of the land
where you reside, and you are accepting responsibility to determine what is necessary to assure such compliance. In
particular, but without limitation, you agree not to export, re-export or provide the software or technical data: (i) to any
national or resident including those of Cuba, Iraq, Iran, Sudan, Libya, Syria, North Korea, or to any other country
embargoed or restricted by the U.S. (This list of countries is current as of May 2008 but is subject to change); (ii) to
anyone on the U.S. Commerce Department’s Table of Denial Orders or the U.S. Department of Treasury’s Specially
Designated Nationals Lists; or (iii) to any person or entity who has been prohibited from participating in U.S. export
transactions by any agency of the U.S. Government. You are also agreeing not to download, transfer, export or re-
export Subout.com products, technology or software to your customers or any intermediate entity in the chain of supply

if our products will be used in the design, development, production, stockpiling or use of missiles, chemical or biological
weapons or for nuclear end uses. In addition, you are also agreeing that you will not export any Confidential Information
from the United States except in full compliance with all requirements of the International Traffic in Arms Regulations
(ITAR), the Export Administration Act and all other applicable laws and regulations. In addition, you will avail yourself
of the Government policies and Arms Control laws and regulations of the land where you reside and access these
websites.

Applicable Laws

Subout.com is controlled by Subout.com, LLC and Splendtastic LLC, Inc. from its offices in Hyannis, Massachusetts.
Subout.com makes no representation that materials at its website are appropriate or available for use outside of its
locations in the United States, and access to them from territories where their contents are illegal is prohibited. Those who
access this site from other jurisdictions do so on their own initiative and are responsible for compliance with applicable
local laws. Any claim relating to the materials on this website shall be governed by the substantive laws of the
government of Pennsylvania, Any dispute arising out of or in connection with the use or access or otherwise related to its
websites shall be finally settled by a competent court in Willow Grove Pennsylvania.
In addition, your use of the Subout.com represents your agreement that you shall comply with all applicable laws, statutes,
ordinances and regulations regarding your use of the website, and that your quoting and purchasing of products and
services and your posting and retrieval of information (including without limitation those governing,
unfair competition, antitrust, and false advertising). You also acknowledge that we have an express policy of complying
with all applicable laws, including but not limited to antitrust laws, and that the operation of the website is not intended to
facilitate collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us
that you do not intend to use the website in violation of any antitrust laws and will not knowingly act as a conduit or
intermediary for price-fixing or any other anti-competitive activities. You are also responsible for paying all applicable
fees, duties and taxes you may incur as a result of conducting business via the website.

Buyers and Suppliers

Buyers sourcing on Subout.com represent that they are the owners of the intellectual property placed on Subout.com
for sourcing which are then disseminated to the supplier community. Subout.com does not guarantee that quotes will be
received by Buyers sourcing RFQs.

Suppliers and all others registering as Suppliers and providing quotes on Subout.com further represent that they will
respect the intellectual property of the Buyers including abiding by the confidentiality agreements and non-disclosure
agreements specified by Buyers.

Paid Subscribers also agree that they receive membership accounts in their companies name and that these are single user
accounts.

Buyers and Suppliers are responsible for performing their own due diligence on one another prior to soliciting quotes or
providing quotes or awarding work and transacting business. This due diligence may take forms not provided by
Subout.com.

Service warranty

The use of Subout.com may be subject to limitations, delays and other problems inherent in the use of the Internet and
electronic communications (including but not limited to circumstances such as: acts of sabotage, embargo, war, closing by
governmental authorities, strikes, interruptions of telecommunications, floods, lightning, fire, earthquakes, viruses
or other electronic impediments, or intentional or accidental errors committed by Users). Users acknowledge that
Subout.com is not responsible for any delays, failures or other damage resulting from such limitations and that while
every effort is made to provide industry standard uptimes of its, this is not guaranteed and furthermore Subout.com
reserves to the right to interrupt service for scheduled or unscheduled maintenance or to fix bugs and errors as they occur.

Notices

You shall provide any required notice to us by e-mail to support@subout.com. We shall provide any notices to you by e-
mail to the e-mail address you provided during your registration. Notice shall be deemed given 24 hours after the e- mail
is sent, unless the sending party receives notice that the email has not been delivered (for reasons beyond the control of the
recipient).

Other General Provisions

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the
remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by
you or others does not waive our right to act with respect to subsequent or similar breaches.

Changes to these Terms of Use

Subout.com may at any time revise these Terms of Use by updating this posting and without directly informing you.
You are bound by any such revisions. Subout.com reserves all rights pertaining to its website. You should visit this page
from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms of
Use may be superseded by expressly designated legal notices or terms located on particular pages of Subout.com.
This Legal Information and Terms of Use was last updated February 7th , 2019.