Broker – Motor Carrier Agreement

US, Canada & Mexico Transporters 

This Broker – Motor Carrier Agreement (the “Agreement”) governs the use by motor carriers (collectively, “Carriers”) and Carrier Representatives (as defined below) of the electronic brokerage platforms offered by Freight Logic Inc. (as defined below), including the Freight Logic brokerage mobile applications and websites (collectively, the “Freight Logic Platforms”) and the relationship between Freight Logic and Carriers regarding the transportation of freight tendered to Carriers via Freight Logic’s transportation brokerage services.

1. Agreement Parties and Services Provided

This Agreement is entered into between the Carrier and Freight Logic Inc., located at 17027 Belinder Road, Stilwell, KS 66085 (hereinafter referred to as “Freight Logic” , “TalkFreight”, “Talk Freight” or “Broker”). Freight Logic provides freight brokerage services that involve arranging for the transportation of Shippers’ freight by Carriers in accordance with this Agreement. Freight Logic is not a motor carrier. “Shippers” refers to customers of Freight Logic who have the right to arrange for transport (whether on behalf of themselves or third-party shippers) the freight that is provided to Carrier for transport under this Agreement.

2. Privacy and Terms of Use

Refer to the Freight Logic Privacy Notice (which may be updated from time to time, the “Privacy Notice”) located on the Freight Logic website for information on how Freight Logic collects, uses, and discloses information about Carriers, Carrier Representatives, and other users of Freight Logic’s services. The Privacy Notice is incorporated herein by reference and forms part of this Agreement. The use of any Freight Logic Platform is also subject to the Freight Logic Terms of Use (which may be updated from time to time) available on the Freight Logic website.

3. Carrier’s Operating Authority and Compliance with Law

(a) Carrier represents and warrants that it is legally qualified to provide the interstate, intrastate, interprovincial, intraprovincial, cross-border, and/or international motor carrier transportation services (collectively, “Services”) provided by Carrier under this Agreement in accordance with all applicable federal, state, local, provincial, foreign, and international laws, statutes, regulations, rules, and ordinances (collectively, “Applicable Laws”).

(b) Carrier agrees to comply with all Applicable Laws in the performance of the Services and its obligations under this Agreement. This includes, to the extent applicable, regulations promulgated by the U.S. Department of Transportation (“DOT”) and the Federal Motor Carrier Safety Administration (“FMCSA”) or their Canadian equivalent; laws relating to the transportation of food-grade products, including the U.S. Food Safety Modernization Act (21 U.S.C. § 2201 et seq.), and other relevant regulations.

(c) Carrier must maintain a “Satisfactory,” “Continue to Operate,” or an unrated safety rating as required under Applicable Laws and must notify Broker if it receives or is notified it may receive any unsatisfactory, unfit, or conditional safety rating, fails to maintain required insurance, or is otherwise prohibited by Applicable Law from performing Services.

(d) Carrier represents and warrants compliance with the California Air Resources Board (“CARB”) regulations for any operations in California and will maintain records evidencing such compliance, which records shall be provided to Broker upon request.

(e) Carrier agrees to provide all necessary notices and obtain all required consents to share any personal data of Carrier Representatives with Broker and to comply with all Applicable Laws relating to data protection, privacy, and security.

4. Carrier Insurance Requirements

Carrier must procure and maintain, at its own expense, the following insurance coverages:

(i) Automobile liability insurance covering all owned, non-owned, and hired vehicles in an amount not less than $1,000,000 per occurrence for bodily injury or property damage. (ii) Commercial general liability insurance covering the transportation of Shipments and other Services in an amount not less than $1,000,000 per occurrence. (iii) All-risk broad form motor truck cargo legal liability insurance in an amount not less than $100,000 per Shipment. (iv) Statutory workers’ compensation insurance. (v) Employer’s liability insurance in an amount not less than $1,000,000 per person/per accident/per occupational disease.

All insurance policies must be primary, waive subrogation and contribution against Broker and Shipper, and list Broker and Shipper as additional insureds and loss payees as applicable.

5. Performance of Services

Carrier is responsible for controlling the method, manner, and means of performing Services and must transport Shipments with prompt and reasonable dispatch without damage. Carrier must ensure its Drivers comply with all Applicable Laws, including hours-of-service regulations and drug and alcohol testing requirements.

Carrier will furnish all necessary equipment for the performance of Services, maintain it in good repair, and ensure it is compliant with Applicable Laws and free of contamination and infestation. Carrier must ensure that any refrigerated Shipments are maintained at the required temperature and provide records of such compliance upon request.

6. Payments by Broker to Carrier for Services

Broker will pay Carrier according to the rates and charges set forth in a Rate Confirmation provided by Broker. Carrier must submit a complete and legible proof of delivery within twenty-four (24) hours after delivery of each Shipment. Electronic signature by consignee, once confirmed, Broker will pay Carrier within 7 (seven) days of receipt of such documentation.

Carrier will not seek payment from any Shipper or any consignor, consignee, or receiver for any Shipment and waives any liens or claims over any freight in its care.

7. Cargo Loss, Damage, or Delay

Carrier’s liability for any loss, delay, damage, or destruction of goods is governed by the Carmack Amendment (49 U.S.C. § 14706 et seq.), except as modified by this Agreement. Carrier agrees to be liable for the full invoice value of the Cargo lost, damaged, delayed, or destroyed. Processing of claims will follow the provisions of 49 C.F.R. § 370.

8. Indemnification by Carrier

Carrier agrees to defend, indemnify, and hold harmless Broker, Shippers, consignors, consignees, and their affiliates from all losses, liabilities, damages, claims, and expenses arising out of or related to the transportation of any Shipment, the performance of any Services, or the breach of this Agreement by Carrier or its representatives.

9. Non-Solicitation by Carrier

During the term of this Agreement and for a period of six (6) months after its termination, Carrier will not accept for transportation or transport any freight tendered by any Shipper if: (a) the availability of such freight first became known to Carrier during the course of performing the Services or (b) the traffic of the Shipper was first tendered to Carrier by Broker. Notwithstanding the prior sentence, Carrier may participate in and accept freight transportation awards from a Shipper if the award is received as a result of Carrier’s participation in a formal bidding process conducted by such Shipper.

10. Carrier’s Consent to Share Telematics Data with Freight Logic

Carrier agrees to the transfer of its Device Data by Telematics Providers to Broker and grants Broker a license to use this data. Carrier must ensure it has obtained all necessary consents for sharing this data with Broker.

11. Term and Termination of this Agreement

This Agreement continues indefinitely until terminated by either party. Broker may terminate at any time upon written notice, while Carrier may terminate upon five business days’ prior written notice. Provisions that by their nature are intended to survive termination will remain in effect.

12. Confidentiality

Neither party may disclose any confidential information received from the other party without prior written consent. Confidential information does not include information already known, publicly known, independently developed, or disclosed with prior consent.

13. Entire Agreement

This Agreement, including all exhibits and incorporated documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements.

14. Miscellaneous

Carrier may not assign this Agreement without prior written consent. This Agreement will be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Any portion of this Agreement resulting in a violation of Applicable Law will be severable. Failure of Broker to insist on performance or exercise rights does not constitute a waiver.

15. Notices

All notices or other communications required or permitted will be effective upon receipt and will be transmitted electronically, personally delivered, mailed by registered or certified mail, or sent by overnight delivery service to the addresses provided.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Kansas, except where governed by applicable U.S. federal law. Any disputes will be resolved by confidential arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in Kansas.

17. Changes to this Agreement

This Agreement may be amended, revised, and/or updated by Freight Logic from time to time. Material changes will be notified to Carrier via electronic mail or other written communication and will be effective five (5) calendar days following notice.

Notices Address:

Freight Logic Inc.
17027 Belinder Road,
Stilwell, KS 66085 USA
USDOT # 4227011
MC # 1634750
Attn: Legal Department