Customer Agreement

By booking a truck on Expedite All’s website, portal, other software application or third party integration via a “Book Now” or similar feature (each an “Online Booking”), you enter into and agree to all the terms of this CUSTOMER AGREEMENT (“Agreement”), which is effective as of the date of such booking, by and between Expedite Alliance, Inc., a Georgia corporation operating under FMCSA docket number MC-1441211 (“Expedite All,” the “Company,” “we,” or “us”), and you and/or the business entity you represent (“you” or the “Client”), (collectively the “Parties”). You represent that you have the authority to bind your company to this Agreement and hereby do so. Except with respect to Section 1 of this Agreement, this Agreement shall not apply to you if, at the time of first booking a truck as described above, you have already entered into a separate written Customer Agreement, Co-Broker Agreement, or other agreement contemplated to govern your tender of freight to us and signed by both Parties (the “Existing Agreement”); rather, the Existing Agreement shall control and nullify this Agreement, except Section 1 of this Agreement shall apply to Online Bookings. If there is no Existing Agreement, this Agreement shall apply to all freight tendered to Expedite All by you, including but not limited to Online Bookings. This Agreement contemplates that you may own the freight tendered hereunder, or you may be a freight broker or other agent that has the legal right to tender such freight on behalf of your customers, which may include shippers, consignees, freight forwarders, or other entities (“Customers”). Expedite All is an FMCSA licensed property broker that arranges freight transportation by contracting with motor carriers, drivers and other transportation vendors (“Carriers”). The Parties do not act as motor carriers as defined by federal law.

1. SHIPMENT INFORMATION; ONLINE BOOKING ASSUMPTIONS.

You hereby represent to Expedite All that you either own the freight you tender to Expedite All or have the legal right to tender such freight in full compliance with applicable law. If you are brokering the freight, you shall be the sole party to communicate with your Customers, and Expedite All shall communicate any questions or concerns regarding the shipment details to you, unless you instruct Expedite All to communicate directly with a particular Customer. For each Online Booking, Expedite All shall provide a dry (not temperature controlled) cargo van (for cargo van bookings), box truck (for box truck bookings) or straight truck (for straight truck bookings) with a single driver (no team) and no additional services beyond freight transportation of a load from one pickup location to one delivery location, requiring no special endorsements, equipment (e.g., liftgate, air ride, etc.), licenses, permits or instructions. Prior to booking, you shall provide to Expedite All shipment details, including but not limited to commodity specifications and values, shipper and consignee locations and hours, accurate pickup and delivery timeframes (direct delivery availability is presumed to be available for any Online Booking), accurate shipment weight (not to exceed: 3,000 lbs for any box truck or cargo van Online Booking; or 8,000 lbs for any straight truck Online Booking), accurate cargo dimensions (not to exceed: 150” x 52” x 68”, or three standard 40” x 48” pallets shorter than 68 inches, for any cargo van Online Booking; 162” x 85” x 77” for any box truck Online Booking; or 288” x 96” x 92” for any straight truck Online Booking), the ability of shipping and receiving facilities to accommodate forklift loading of less-than-dock-height vehicles such as cargo/sprinter vans or otherwise load/unload the chosen non-dock-height vehicle, and any instructions, requirements or equipment necessary to arrange for and provide transportation. Your failure to provide complete and accurate details (or, in the case of an Online Booking, any variation on your rate confirmation, including any variation in any document attached with your Online Booking submission, from what was provided prior to your receipt of a calculated rate) (“Your Inaccuracy”) may result in additional charges to you. These charges and others, including but not limited to delays, cancellations, incomplete performance, recovery, layover charges, TONU charges, driver assist charges, etc., shall be your liability, and you agree: (i) that we shall not be liable for any losses caused by Your Inaccuracy; and (ii) you shall pay additional charges we actually incur as a result of Your Inaccuracy, provided, however that the amounts specifically listed in Schedule 5(F) shall apply to the circumstances listed there. Unless otherwise agreed in writing, notwithstanding any representations made on Expedite All’s site, application, Portal, or third party integration platform: Expedite All is not required to ensure pick-up of any “ASAP” shipment in less than two hours from the time of booking or rate confirmation; Expedite All is not required to ensure pick-up of any “Later” shipment in less than 6 hours from the time of booking or rate confirmation. Such time frames are estimates and not guarantees.

Online Bookings are also subject to the following terms: (i) Transit times are calculated based on a presumed pickup at 12:00 p.m. local time. If a pickup occurs after 12:00 p.m., same-day delivery is not guaranteed but may still be feasible, depending on the shipment’s mileage. If a shipment needs to be delivered sooner or is picked up after 12:00pm, but still needs to deliver by a calculated date, you shall contact us at [email protected] for exact pickup and delivery timing availability. (ii) Transit time is estimated based on continuous movement at an average speed of 50 miles per hour, factoring minimal delays. In some cases, vehicles may cover up to 1,000 miles within a single continuous drive cycle, subject to driver availability and DOT regulations. However a typical delivery is estimated at 725 miles per day. (iii) Transit time estimates include weekends and holidays. For example, a one-day transit shipment picked up on a Friday will be scheduled for Saturday delivery, not the following Monday. It is your sole responsibility to ensure that the receiving location is open and able to accept deliveries during weekends or holidays. Layover or re-delivery charges may apply if the delivery cannot be completed due to an unavailable receiver. (iv) We offer the following delivery service levels, all of which assume direct transportation from origin to destination without trans-loading or warehousing: Guaranteed Morning – By 10:00 a.m., Guaranteed Noon – By 12:00 p.m., Guaranteed End of Day – By 6:00 p.m., Standard – By 11:59 p.m. (24/7 service); (v) A 10% Upcharge is applied to all Guaranteed Service Levels; (vi) If the guaranteed delivery time is not met, you may request a refund of the 10% upcharge only, by contacting us in writing, but that is your only remedy–the base transportation cost is non-refundable, and you waive all rights to recover any other losses associated with any guaranteed service level not being met.

2. CARRIER PROCUREMENT.

Expedite All shall be the sole party to contract with the Carrier. Expedite All is solely responsible for selecting Carriers that are qualified and competent to handle shipments hereunder. Expedite All warrants that it has entered into written contracts with each Carrier it utilizes in the performance of this Agreement. Such contracts shall include terms similar to the following:

• Carrier is in and shall maintain compliance with all applicable federal, state and local laws relating to the transportation of goods.
• Carrier agrees to defend, indemnify and hold Expedite All and its customers harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death.
• Carrier agrees that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Carmack Amendment). Exclusions in Carrier’s insurance coverage shall not exonerate Carrier from this liability.
• Carrier agrees to maintain insurance coverage with limits not less than the following: General Liability – $1,000,000; Auto Liability -$1,000,000; Cargo Liability -$100,000; and Worker’s Compensation, as required by law.
• The provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage.
• Carrier agrees that Expedite All is the sole party responsible for payment of Carrier’s charges and Carrier may not seek payment from any other party.
• Carrier agrees that at no time shall it have an “Unsatisfactory” safety rating as determined by the FMCSA, and will notify Expedite All immediately if its safety rating is changed to “Unsatisfactory.”
• Carrier will not re-broker, assign, or interline the shipments without prior written consent of Expedite All.

3. EXPEDITE ALL INSURANCE.

Expedite All shall procure and maintain its own insurance coverage to include no less than the following: general liability – $1,000,000 per occurrence and $2,000,000 aggregate; contingent cargo liability – $100,000; contingent auto liability – $1,000,000; errors and omissions – $250,000 aggregate; and workers compensation as required by law.

4. RECEIPTS AND BILLS OF LADING.

If requested by Client, Expedite All agrees to provide proof of acceptance and delivery of shipments in the form of a signed bill of lading or proof of delivery, or any other documentation as requested and communicated by Client to Expedite All. The insertion of either Party’s name on a bill of lading shall not change the Parties’ status as property brokers.

5. BILLING, CREDIT AND PAYMENTS.

The Parties shall be responsible for bills and payments as follows:

• Subject to subsection (G) below, Expedite All will invoice Client for transportation services within thirty (30) days from the date of delivery. Expedite All will provide all documentation requested by Client that is reasonably necessary for Client to prove the service was performed and to invoice its Customer.
• Subject to subsection (G) below, Client will pay all undisputed invoices within thirty (30) days of receipt of Expedite All’s invoice and accompanying documentation, regardless of whether Client’s Customer has paid Client.
• Expedite All will pay its Carrier as required under its written contract with the Carrier, regardless of whether Client has paid Expedite All.
• If Expedite All fails to pay the Carrier for any load, Client may pay the Carrier directly, and such payment shall absolve Client of any liability to Expedite All regarding such load. If Expedite All incurs costs to collect any amounts owed hereunder, Client shall be responsible for paying such costs, including reasonable attorney’s fees.
• If Client tenders freight on behalf of its Customer, Expedite All will direct any questions to Client and not communicate directly with Client’s Customer unless instructed to do so by Client.
• Along with payment for freight charges, Client shall be responsible for paying to Expedite All any accessorial and additional charges that are not the fault of Expedite All or Expedite All’s carrier, including those listed on the attached Schedule 5(F). Expedite All may make reasonable adjustments to Schedule 5(F) periodically based on changing market conditions.
• Your payment terms are subject to approval based on available credit information. We reserve the right to require different terms in our absolute discretion, up to and including prepayment before freight is picked up or delivered. If requested, you shall promptly provide additional information to us. You may be required to prepay for loads online via card, ACH, or an online payment vendor. We have the right to reject you as a Client or any freight you attempt to tender to us in our absolute discretion, and you hereby waive all rights and claims against us for such rejection.

6. CARGO CLAIMS.

In the event of loss or damage to cargo, the Parties will provide each other immediate notice and take all reasonable steps to cooperate in resolution of claims. Unless otherwise agreed by the Parties, Client shall handle all communication with its Customer and Expedite All shall handle all communication with the Carrier.

7. INDEMNIFICATION.

Except for cargo loss, damage, or delay, the Parties will each defend, indemnify, and hold the other Party and the other Party’s employees and agents harmless against any claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses (including reasonable legal fees) (“Indemnity Claims”) brought by a third party, solely to the extent caused by or resulting from the negligent or more culpable acts or omissions of the acting Party. In the event such Indemnity Claims are caused by the joint and concurrent negligence of the Parties, or the Parties and a third party, the indemnity obligations will be borne by each Party in proportion to its degree of fault. Except to remedy breaches of Section 8 or as otherwise provided herein, neither Party shall be liable to the other for consequential damages of any kind.

8. CONFIDENTIALITY.

he Parties shall not publish, use or disclose the contents or existence of this Agreement. The Parties agree that all of their financial information and that of their customers, motor carriers and drivers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer or motor carrier/driver information, customer shipping or other logistics requirements shared or learned between the Parties and their customers or motor carriers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent. In the event of violation of this Section the Parties agree the remedy at law, including monetary damages, may be inadequate. The Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement, in which case the non-prevailing Party shall be liable for all costs and expenses incurred by the prevailing Party, including but not limited to reasonable attorney’s fees. To the extent allowable under Applicable Law, each Party hereby waives its right to obtain copies of the other Party’s records as provided for under 49 C.F.R. Part 371. Notwithstanding the foregoing, to the extent that a Party obtains records of the other Party set forth in 49 C.F.R. § 371.3 by any means whatsoever, such obtaining Property agrees to refrain from utilizing such records in negotiating for the provision of services with any third party, including carriers. The Parties further agree and understand that all such records comprise confidential information and trade-secrets.

9. NON-SOLICITATION.

Expedite All shall not solicit business from or perform brokerage services on behalf of any of Client’s Customers when the Customer was: (i) first introduced to Expedite All by Client, or (ii) discovered by Expedite All as a result of the relationship between the parties or any performance pursuant hereto. If Expedite All breaches this restriction, Expedite All shall pay to Client ten percent (10%) of the gross transportation revenue received by Expedite All from the Customer during the term of this Agreement and within one (1) year after the date of termination of this Agreement. Likewise, Client shall not directly or indirectly solicit for hire or broker freight to any of Expedite All’s drivers or motor carriers, when the driver or carrier was: (i) first introduced to Client by Expedite All, or (ii) discovered by Client as a result of the relationship between the parties or any performance pursuant hereto. If Client breaches this restriction, Client shall pay to Expedite All twenty-five percent (25%) of the gross transportation revenue received by Client from the freight carried by the driver or carrier during the term of this Agreement and within one (1) year after the date of termination of this Agreement. This non-solicitation provision shall remain in effect during the term of this Agreement and for one (1) year after the date of termination. For the avoidance of doubt, no restriction in this Section shall prohibit any party from soliciting motor carriers or customers in the ordinary course of their business without any use of or reference to any information: (i) provided by the other party; or (ii) learned as a result of the relationship between the parties or any performance pursuant hereto.

10. TERM.

The term of this Agreement shall be one (1) year, commencing on the date shown above, and shall automatically renew for successive one-year periods.

11. TERMINATION.

Either Party may terminate this Agreement on thirty (30) days’ written notice to the other Party, with or without cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement. The representations and obligations of the Parties shall survive the termination of this Agreement for any reason.

12. DISPUTE RESOLUTION.

In the event of a claim arising out of this Agreement, the Parties shall attempt in good faith to amicable resolve the matter, and if such efforts fail, either party may file a lawsuit in accordance with Section 13 below within two (2) years from the date of the occurrence which gave rise to the claim. If not filed within said two (2) year period, then such claim shall be forfeited and waived.

13. CHOICE OF LAW AND VENUE.

This Agreement is governed by federal transportation laws and regulations and the laws of the State of Tennessee, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Any lawsuits arising from this Agreement shall be filed in the state or federal courts located in Knoxville, Tennessee. The Parties waive all objections to venue and jurisdiction in Tennessee and waive any rights to a jury trial.

14. EXPEDITE ALL SOFTWARE.

The Company offers access to an online portal via a website, an associated mobile application, and API connections (collectively, the “Portal”).

• Ownership and License. Company owns and retains ownership in the Portal and all intellectual property therein. Subject to the other Party’s compliance with this Agreement, Company grants to said Party (the “Licensee ) a limited, non-exclusive, non-sublicensable, revocable, nontransferable license to access and use the Portal. Any rights not expressly granted herein are reserved by Company. Company does not convey or grant Licensee any rights in or related to the Portal except for the foregoing limited license.
• Account. Company will provide the Licensee access to the Portal via an account, which may be accessed by one or more users authorized to use the account. Licensee may delete its account for any reason at any time by contacting Company and so requesting. Licensee shall maintain the confidentiality of its login credentials and must immediately notify Company of any suspected or actual unauthorized use of their account or other security breach. Licensee is fully responsible for all activities that occur under its Account, and Company is not liable for any loss or damage arising from Licensee’s failure to comply with the requirements herein.
• Prohibited Use. Licensee shall not use the Portal for any purpose other than in furtherance of the business relationship between Licensee and the Company. Licensee shall not collect or scrape data from the Portal. Licensee shall not share or disclose any information provided by the Portal, except as necessary to co-broker loads with the Company. Licensee shall not imitate, copy, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Portal by any means whatsoever, directly or indirectly, or disclose any of the foregoing. THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, THAT ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE PORTAL WILL BE UNINTERRUPTED; SECURE; ERRORFREE; ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SAFE.

15. ASSIGNMENT/MODIFICATIONS OF AGREEMENT.

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.

16. SEVERABILITY.

If any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect.

17. INDEPENDENT CONTRACTOR.

It is understood that each Party is an independent contractor with respect to the other, and with respect to their Customers and Carriers. Nothing in this Agreement shall be construed to create an employment relationship between either Party or between either Party and any Customer or Carrier.

18. FORCE MAJEURE.

Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Party, provided that the Party so prevented uses its best efforts to perform its obligations under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform.

19. NOTICES.

All notices shall be sent by email to [email protected] in the case of Expedite Alliance Inc and to the email address associated with a Party user in our system in the case of the other Party.

20. NONWAIVER.

Failure of either Party to insist upon performance of any of the terms of this Agreement, or to exercise any right herein, or the waiver of any breach of any of the terms of this Agreement, shall not be construed as thereafter waiving any such terms or rights. All terms shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

21. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises and understandings, whether oral, written, expressed or implied, between the Parties with respect to the subject matter of this Agreement. The Parties further intend that no extrinsic evidence may be introduced at court to reform this Agreement. You acknowledge that Expedite All is a non-asset freight broker with no carrier authority, and therefore you agree that this Agreement shall replace and nullify any “broker-carrier” agreement(s), carrier set-up packets, or other such agreements designed for carriers between the parties where Expedite Alliance Inc. is the carrier, even if such agreement(s) is signed at a later date.