FLEXPORT FREIGHT LLC BROKER/MOTOR CARRIER

TERMS OF SERVICE AGREEMENT

Last Updated: February 3, 2025

Flexport Freight LLC (“Broker”) and the undersigned motor carrier (“Carrier”) agree to this Broker/Motor Carrier Terms of Service Agreement (“Agreement”) under which Broker will make shipments of cargo available to Carrier for transportation by commercial motor vehicle.

The person executing this Agreement on behalf of Carrier represents and warrants that they are authorized by Carrier to execute this Agreement and that they are at least 18 years old.  

Read this Agreement carefully before accepting its terms; the Agreement is a binding legal contract that will govern the rights and obligations of Broker and Carrier.  

Broker’s Privacy Policy, which specifies how Broker collects, uses, and discloses information about Carrier and Carrier’s users, is incorporated herein by reference.  

BROKER IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY BROKER IS A MOTOR CARRIER, OR THAT BROKER IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A MOTOR CARRIER. BROKER HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR MOTOR CARRIER SERVICES PROVIDED BY MOTOR CARRIER TO ANY PARTY. NO INTERLINING ARRANGEMENT IS CREATED BY THIS AGREEMENT.

  1. DEFINED TERMS

  1. “Motor Carrier” or “Carrier” means the legal entity holding motor carrier authority from the Federal Motor Carrier Safety Administration (“FMCSA”) that Carrier identified during the registration process on the Convoy Platform operated by Flexport Freight Tech LLC (“Freight Tech”).

  2. “Broker” Flexport Freight LLC has the meaning as defined by 49 USC § 13102(2), operating with a property broker license by the FMCSA (USDOT No. 4195637) and arranging for transportation of general commodities by motor carriers. As a licensed broker, Broker does not take possession, custody or control of any cargo. Broker does not provide actual transportation services or in any way act as a Carrier. It is Carrier’s obligation to provide transportation services, which may be scheduled through the Convoy Platform.

  3. “Equipment” means any chassis, generator sets, trailers, or other transportable conveyances owned, leased, borrowed, used, or controlled by Carrier in performance of the transportation services, including, if applicable, any such equipment provided by Broker to Carrier.

  4. “Platform” or “Convoy Platform” means the website, mobile app, and other technology operated by Freight Tech, which Broker may use to solicit transportation services, manage Shipments, and facilitate payment of freight and other charges to Carrier.

  5. “Shipper” has the meaning as defined by 49 USC § 13102(13). Shippers are customers of Broker and are expressly acknowledged by Carrier to be intended third-party beneficiaries of various provisions of this Agreement that grant rights to such Shippers.

  6. “Shipment” means the consignment of cargo for which a Shipper requests that Broker arrange transportation by Motor Carrier from origin to destination.

  1. CARRIER IS AN INDEPENDENT CONTRACTOR

Carrier at all times acts as an independent contractor. This Agreement does not make Carrier or Broker an employee, agent, legal representative, joint venture, or partner of the other for any purpose. Carrier is not authorized to make any contract, warranty, promise or representation on behalf of Broker, or to create any obligation, express or implied, on behalf of Broker. Carrier expressly agrees and understands that it and its employees, agents, and contractors will not have any employment status with Broker or Shipper or be entitled to any employment plans, distributions, or benefits by Broker and its affiliated entities or Shipper. Carrier has sole responsibility for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching any drivers and for the inspection, management, operation and maintenance of motor vehicle equipment and accessories used in performing any transportation services, including any equipment interchanged directly or via Broker for which Carrier is responsible, uses, or operates. Carrier is solely responsible for the acts and omissions of any employees, agents, contractors and subcontractors used to perform the transportation of Shipments. Carrier maintains sole control over the methods and results by which it performs cargo transportation services, and Carrier retains the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport Shipments.

  1. DESCRIPTION OF SERVICES

Motor Carrier agrees to provide transportation services, in accordance with directions and rate confirmations issued by Broker. Broker arranges for the transportation of Shipments, including via the Platform where Carrier may view, bid upon, and accept posted Shipments, conditional upon approval by Broker. Broker may cancel a Shipment at any time prior to Carrier accepting it. Within a reasonable time after accepting tender of cargo for transport, Carrier shall upload to the Platform its bill of lading or proof of delivery for the Shipment. Carrier shall not name Broker as either a shipper or consignee on any bill of lading or shipping document. Unless otherwise agreed, freight charges stated in the Platform or on a rate confirmation and agreed to by Carrier’s acceptance of Shipments include the transportation of the cargo from origin to destination, the cost of any fuel, tolls, ferry charges or other expenses related to the operation or maintenance of equipment, and any other specialized services or equipment contemplated in the load tender (including, but not limited to amounts for refrigerated trailers, lift-gate service, and loading or unloading). Carrier will notify Broker in writing in advance of all unspecified ancillary costs or services if any additional services not contemplated at the time a Shipment is posted are provided by Carrier. Carrier will provide Broker advance written notice of any and all unspecified accessorial or ancillary services or costs for pre-approval; absent pre-approval of such charges, Broker does not guarantee payment, and charges may be rejected if not approved by Shipper or unreasonable. Carrier shall upload to the Platform proof of delivery signed by the authorized recipient of a Shipment within 24 hours of delivery. Carrier may be provided through the Platform, as a convenience or value-added service, access to Broker’s information (including any SCAC, access information, or release codes), access to GPS services, Google Maps, or similar routing services, or Equipment Interchange; however, no such provision alters the statutory roles and responsibilities of Broker and Carrier and Broker does not instruct or mandate how Carrier performs its services. This Broker-Carrier relationship is not exclusive and does not contain any volume commitments. Broker has no obligation to ensure Carrier transports any Shipment under the terms of this Agreement and Carrier has no obligation to transport any Shipments under this Agreement.

  1. CARRIER RESPONSIBILITIES

  1. Documentation

Carrier Agrees that Broker may obtain, directly or via the Platform, proof of Carrier’s FMCSA Operating Authority, a completed W-9, and proof of insurance. Broker may in its sole discretion conduct any other investigation of Carrier’s public records, credit reports, any other information available to the public or from Freight Tech.

  1. Insurance

Carrier shall procure and maintain, at its sole cost and expense, with reputable and financially responsible insurance underwriters maintaining a rating of B+ or higher, acceptable to Broker, the following insurance coverages:

  1. Automobile Liability insurance to include any automobile, or all owned, non-owned and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 per incident. If applicable law, rule or regulation requires Carrier to maintain amounts in excess of these limits, Carrier shall provide such higher limits;
  2. Motor Truck Cargo Liability insurance in an amount not less than $100,000 per incident, without any exclusions for employee theft or dishonesty, unattended or unattached trailers, or otherwise likely to result in denial of claims (including commodity-specific exclusions, exclusions for corrosion, or exclusions related to use of refrigerated equipment, including breakdown). If Carrier maintains limits in excess of these amounts, Carrier may qualify for Shipments not otherwise available to Carriers only maintaining such minimum amounts;
  3. Trailer interchange or non-owned trailer or equipment physical damage insurance, inclusive of chassis and containers, with no less than a $20,000 limit and with no more than a $2,500 deductible;
  4. Workers’ compensation in accordance with all applicable laws, rules and regulations; and
  5. Any other insurance that may be required by Broker or any applicable federal, state or local laws, rules, regulations or ordinances.

Carrier shall provide to Broker certificates of insurance and, on request, copies of all policies and endorsements. Carrier will ensure Broker and Freight Tech are provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance. Carrier will not perform any services under this Agreement at any time that Carrier is not in compliance with these obligations related to insurance. In no event shall a Carrier’s insurance coverage limits constitute a limitation of Carrier’s liability for any loss, claim, damage, liability, or obligation.

  1. Subcontractor, Co-Broker, and Third-Party Prohibitions

Carrier shall not re-broker, co-broker, subcontract, assign, or cause or permit any other person or entity to perform any of its obligations hereunder, or cause or permit any Shipment tendered hereunder to be transported by any other third-party carrier, or any other substitute mode of transportation, without the express written consent of Broker. If Carrier breaches this provision, without limiting any other right of Broker or Shipper, Carrier shall remain fully liable pursuant to this Agreement as if it had transported the Shipment on vehicles operating under its motor carrier authority (including liability for cargo loss and damage claims and including the duty to defend, indemnify and hold harmless against the acts and omissions of Carrier and its contractors). Carrier acknowledges and agrees if any third party makes a claim against Broker, Shipper, or Freight Tech with respect to Shipments tendered to Carrier for transportation hereunder, Broker (or Freight Tech on behalf of Broker) may pay such third party directly and shall have no duty to pay Carrier with respect to any such Shipment. Broker shall have the right to offset freight or other payments, directly or through Freight Tech, or to collect directly from Carrier the amount of payment to such third party. Further, Broker shall have the right to claim and collect any damages, including consequential, incidental, incidental, and indirect damages and attorneys’ fees and costs, from Carrier arising out of a breach of this provision.

  1. DOT Safety Rating

Carrier warrants that its current safety rating issued by FMCSA is not “Unsatisfactory” or “Conditional,” and that it is not subject to an out of service order or otherwise prohibited from providing transportation service in accordance with all applicable laws, rules, and regulations. In the event Carrier is issued a safety rating of less than “Satisfactory” at any time during the term of this Agreement, Carrier shall notify Broker immediately in the manner prescribed in the Notices provision contained below and by email or phone using Broker’s current information as published with the FMCSA or on a rate confirmation. Broker shall have the right to terminate this Agreement immediately should Carrier fail to comply with these obligations and seek indemnity from Carrier for any resulting damages.

  1. Compliance With Laws

Carrier acknowledges that it is authorized to provide transportation of any Shipments requested or obtained through the Platform as a for-hire motor carrier in accordance with all applicable laws, rules and regulations. Carrier (including all drivers for Carrier, whether employees or independent contractors) will provide transportation services hereunder in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances. In addition to, and in no way limiting any other indemnity obligations in this Agreement, Carrier shall defend, indemnify and hold Broker, Shippers, and Freight Tech harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from Carrier’s failure to comply with all such laws, rules, regulations and ordinances. These obligations include, but are not limited to:

sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food.

  1. Equipment Condition and Interchange

  1. Carrier warrants that it will perform all transportation services using regularly maintained equipment in good order, condition, and repair and that meets all applicable federal and state laws, rules, and regulations. Carrier will not supply equipment that has been used to transport hazardous wastes of any kind, including, solid, liquid, or hazardous, regardless of whether they meet the definition in 40 C.F.R. § 261.1 et. seq. Carrier will furnish equipment for transporting cargo that is clean, dry, leak proof, free from harmful or offensive odor, sanitary, and free of any contamination, suitable for the particular commodity being transported, and will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342.
  2. Unless a container or trailer is pre-loaded and sealed prior to Carrier’s arrival at destination, and the applicable bill of lading bears a “shipper load and count”, “SLC”, or similar designation, Carrier is solely responsible for ensuring that all equipment has been properly loaded, secured, blocked, and braced. Carrier acknowledges that Broker will not be in possession of any cargo transported as a Shipment and that Broker is not responsible nor has any role in cargo security.
  3. Equipment Interchange. Broker may at times provide Equipment to Carrier to use in performance of its transportation services (“Interchange”). The specific Equipment, points of Interchange, and duration thereof will be at the sole and absolute discretion of Broker and will be documented in writing provided to Carrier (which may include an equipment interchange receipt (“EIR”), a rate confirmation, email correspondence, bill of lading, or other shipping document). If Broker Interchanges Equipment to Carrier, such Equipment will remain the sole and exclusive property of Broker and Carrier will acquire no ownership rights by virtue of paying the charges for the use of Equipment. Carrier will not sell, assign, pledge, or otherwise encumber any interest in the Equipment. While Equipment is Interchanged to Carrier, Carrier will have the right of complete control and supervision of the Equipment. Carrier will not permit the Equipment to go out of its possession without Broker’s written permission and then only to the extent of such written permission. Carrier will be fully responsible for the safe, unaltered, undamaged, and timely return of the Equipment to the Broker or another party as directed by Broker, ordinary wear and tear excepted. Should Carrier fail to return Equipment as directed, Carrier agrees that Broker may charge Carrier directly for such unauthorized use and may instruct any Equipment owners to street turn or interchange the Equipment directly to Carrier. By Interchanging Equipment, Carrier represents that it has inspected such Equipment and that the Equipment is in good working order with no apparent defects identified on the Equipment, unless and to the extent otherwise detailed in writing to Broker; Broker has no obligation to inspect or possess any Equipment at any time. All Equipment is Interchanged “as-is” and Carrier is responsible for inspecting the condition of the Equipment and accepting any Interchange. Carrier is liable for any delay, demurrage, or storage charges accruing against the Equipment and for all damages to or losses of the Equipment while Interchanged to it. Carrier shall pay all Interchange rates for usage of the Equipment. Failure to return Equipment upon expiration of any rental period and failure to pay all amounts due (including costs for damage to the Equipment) are evidence of abandonment or refusal to redeliver the Equipment. Broker in its sole discretion may at any time, with or without cause, notify Carrier to immediately cease use of the Equipment or demand that Carrier immediately return the Equipment. Such notice may be communicated by phone, fax, email, text, or any other reasonable manner. Carrier acknowledges and agrees that after such notice, further use of the Equipment or failure to return the Equipment will constitute a conversion of the Equipment by Carrier and Carrier is responsible for (1) all continued Equipment charges until the Equipment is returned or, if the Equipment is deemed lost or stolen, the full cost to Broker of the Equipment, and (2) a 20% administrative fee and any attorneys’ fees or costs in locating or recovering the Equipment.

  1. Non-Solicitation

During the term of this Agreement, and for a period of one (1) year from its termination, Carrier shall neither initiate nor accept any direct or indirect business relationship with any Shipper where Shipments to or from such Shipper were first booked via the Platform. Carrier’s obligation in this regard extends to instances where a Shipper directly seeks to establish a business relationship that does not include Broker.

If Carrier books or otherwise makes available any direct or indirect business relationship with any Shipper that was first introduced to Carrier by the Platform or Broker in violation of this Agreement, Carrier shall be jointly and severally liable with the Shipper to Broker for each such violation in an amount equal to twenty percent (20%) of all revenues paid by the Shipper to Carrier.

  1. Carrier Liability for Cargo Loss or Damage

  1. Carrier’s liability for lost, destroyed, damaged or delayed Shipments is governed by 49 USC § 14706 (referred to as “the Carmack Amendment”), regardless of whether such standard would apply in the absence of this Agreement. Such liability shall include, but not be limited to, amounts required to inspect, test, segregate and process claims. In addition to any such liability, if Shipper assesses charges against Broker with respect to late deliveries by Carrier, Carrier shall be responsible for such amounts regardless of whether there is loss, damage or destruction to the Shipment in question.
  2. Broker or Freight Tech may assist Shippers with claims against Carrier for lost, damaged, delayed or destroyed cargo and Carrier acknowledges and agrees that Broker or Freight Tech may likewise file such claims directly as the assignee of the Shipper. Shipper and Broker shall have twelve (12) months from the date of delivery of any Shipment (or, if no delivery, then not less than twelve (12) months from the date on which delivery should have occurred) during which to file claims. Shipper and Broker shall have not less than two (2) years from the date of denial of all or any part of any such claim during which to initiate a legal proceeding with respect to such claim. Carrier will pay, deny or offer to settle any claim hereunder within thirty (30) days of submission; otherwise, 49 C.F.R. Part 370 will govern processing of claims.
  3. Shipper shall have sole discretion as to whether to allow salvage of any damaged Shipment. If no salvage is allowed, Carrier shall not be entitled to a credit for salvage value. Any expenses incurred in preparation of goods for salvage shall be borne by Carrier.
  4. Carrier will abide by any cargo handling instructions communicated to Carrier by Broker or Shipper, including temperature-controlled service instructions. If cargo is tendered and a reasonable person would understand such cargo to require temperature-controlled service, and no such service has been requested, Carrier shall contact Broker immediately and in any event, prior to loading any such cargo onto Carrier’s conveyance. Without limiting the foregoing, if Carrier is providing service with respect to commodities requiring temperature control, Carrier shall ensure that its equipment is pre-cooled to required temperature ranges prior to or at the time of loading and that the temperature is maintained at all times within specified temperature ranges. Carrier shall maintain the ability to provide a downloadable report of temperature during transit, and will retain such records for no less than two (2) years from the date of delivery, which records will be made available to Broker, Freight Tech, or Shipper upon request. Carrier acknowledges and agrees that failure to abide by instructions regarding handling of food or evidence of possible unauthorized access to shipments may result in rejection of Shipments due to possible adulteration or contamination.
  5. Any attempt to limit liability for lost, destroyed, damaged or delayed Shipments, including, but not limited to, via provisions contained in any bill of lading, delivery receipt or tariff, shall be deemed null and void.

  1. California Air Resource Board Regulations

If Carrier will transport cargo to, from or through California, Carrier warrants it is compliant with all applicable California Air Resource Board regulations and requirements. Carrier shall notify Broker within three (3) days of any change in its compliance status.

  1. Shipping Documents

Carrier shall not insert “Flexport Freight, LLC” or any variation of Broker’s name on any receipt, bill of lading, manifest, or other shipping document. Any such insertion shall be deemed to be for Carrier’s convenience, or due to oversight, and shall not operate to alter Broker’s status as a Broker, Freight Tech’s status as a software provider, or the Carrier’s status as the responsible Carrier. Any bill of lading issued by Carrier shall serve as a receipt only and not as a contract for carriage. Use of Broker’s or any SCAC or other information provided by Broker to facilitate the transportation services is also for convenience and does not alter the roles and responsibilities of the Parties. The provisions set forth in any shipping document maintained by Carrier (including, but not limited to, any bill of lading, proof of delivery, motor carrier tariff, rate confirmation sheet or other documentation) shall not vary, amend, or alter the terms of this Agreement and such terms shall have no force or effect.

  1. Compliance with Instructions

Carrier shall comply with all instructions regarding the handling of the Shipment which are communicated to Carrier by Shipper or Broker, whether via to the Platform, on the applicable bill of lading, or via other load tender documentation provided to the Carrier. In addition, Carrier shall, and shall cause its drivers, to comply with facility rules in effect at any locations where Carrier is performing pick-up or delivery services.

  1. Shipper Contracts

Carrier understands and agrees that Broker, from time to time, enters into master transportation contracts or like documents with certain Shippers. Such contracts often provide that their terms preempt and govern over any term within a bill of lading or other shipping document that conflicts or is otherwise inconsistent with the contracts. To the extent any transport Carrier undertakes is governed by a master contract between Broker and a Shipper containing such a clause, Carrier agrees that any bill of lading or other document Carrier issues shall also be subordinate to and preempted by such contract’s terms. Broker will advise Carrier upon request as to whether any such contract or like document containing a preemptive clause exists with respect to specific Shipments Carrier undertakes. Carrier further understands and agrees that such contracts or like documents may contain terms restricting the extent to which Carrier may be entitled to collected charges for accessorial and ancillary services, in which event Broker will not pay related charges notwithstanding any advance notice.

  1. Indemnity

CARRIER SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, AND HOLD BROKER, FREIGHT TECH, THE SHIPPER, AND EACH OF THEIR AFFILIATED ENTITIES HARMLESS FROM AND AGAINST, AND SHALL PAY AND REIMBURSE, ANY AND ALL DIRECT OR INDIRECT LOSS, LIABILITY, DAMAGE, CLAIM, FINE, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY CARRIER, ITS EMPLOYEES, SUBCONTRACTORS OR INDEPENDENT CONTRACTORS (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE, AND CARRIER’S POSSESSION, USE, MAINTENANCE, CUSTODY, OR OPERATION OF ANY EQUIPMENT (WHETHER OWNED, BORROWED, INTERCHANGED, OR OTHERWISE); PROVIDED, HOWEVER, THAT CARRIER’S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE PRORATED EXTENT THAT ANY CLAIM IS DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE PARTY TO BE DEFENDED, INDEMNIFIED, OR HELD HARMLESS. CARRIER HEREBY EXPRESSLY WAIVES ANY EXCLUSIVE REMEDY DEFENSE, INCLUDING, BUT NOT LIMITED TO, THOSE AVAILABLE UNDER ANY WORKERS’ COMPENSATION OR OTHER OCCUPATIONAL ACCIDENT STATUTORY REGIME, TO THE EXTENT NECESSARY TO EFFECTUATE CARRIER’S OBLIGATIONS UNDER THIS PROVISION.

  1. No Mixed Shipments; No Disconnecting Trailing Equipment

Carrier will provide exclusive use of equipment being used to transport any Shipment and will not allow the cargo of any third party to be transported on Carrier’s equipment while such equipment is being used to haul any Shipment under this Agreement. At no time will Carrier allow any trailing equipment (chassis, trailers, etc.) being used to transport any Shipment to detach from the power unit being used to transport such cargo.

  1. PAYMENT TERMS

  1. Rates and Payment

For each Shipment, Broker will pay Carrier the freight charge the Carrier quoted to the Broker when Carrier accepted that Shipment, as well as additional amounts, if any, for additional approved services provided by Carrier with respect to a Shipment (“Carrier Fee”). Freight Tech may process this payment on behalf of Broker, less any negotiated discounts. Broker may charge Carrier any agreed fees relating to Interchanged Equipment (including for loss, damage, or misuse of such Equipment) and may offset any such fees against any owed Carrier Fee.

  1. General Payment Terms

Carrier is responsible for the collection and payment of all taxes in all applicable jurisdictions. Broker is not responsible for collecting, reporting, paying, or remitting any such taxes.

Broker shall pay freight charges quoted on the Platform regardless of whether Shippers pay Broker. Carrier shall not invoice or otherwise attempt to collect any amounts related to services provided under this Agreement from any Shipper or other third party. For the avoidance of doubt, Carrier shall look solely to Broker for payment of freight charges hereunder without recourse against any Shipper or third party. Carrier hereby waives any right to proceed or commence any action against any Shipper for the collection of any freight bills arising out of transportation services hereunder. Further, Carrier waives any and all lien rights with respect to any Shipment and if any lien is claimed with respect to any such Shipment by Carrier or a third party to which Carrier tenders such Shipment, Carrier shall immediately take such action as is necessary to satisfy such lien.

  1. Payment Facilitation and Processing

Broker facilitates payment to Carrier through the Platform, which processes payments via Stripe and is subject to the Stripe Connected Account Agreement (available at stripe.com/us/connect-account/legal) and the Stripe Services Agreement (available at stripe.com/us/legal) (collectively, the “Stripe Terms”). Carrier agrees to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Broker enabling payment processing services through Stripe, Carrier authorizes Broker to obtain all necessary access and perform all necessary activity on Carrier’s Stripe Connected Account. Carrier further agrees to provide accurate and complete information about Carrier’s business and authorizes Broker to share such information and any other information with Stripe for the purpose of facilitating the payment processing services. Broker reserves the right to alter its payment processing procedures at its sole discretion and at any time.

  1. OTHER INSURANCE

Broker agrees to maintain, at its own expense, at all times, at least the following insurance coverage amounts:

  1. General Liability: $1,000,000
  2. Contingent Auto Liability: $1,000,000
  3. Contingent Cargo Liability: $100,000

Broker’s contingent cargo insurance is subject to the terms, conditions and certain limitations and exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Broker’s contingent cargo insurance in no way shifts or places any legal or contractual liability on Broker, nor does it exonerate Carrier’s duties and liabilities under the 49 USC § 14706 or this Agreement.

  1. CHOICE OF LAW

Except to the extent governed by applicable federal law, this Agreement shall be deemed executed in the State of California and shall be interpreted, in the event of a dispute arising hereunder, under the laws of California without regard to its conflicts of law provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. The parties waive any and all rights and remedies provided by Part B to Title IV of Title 49 to the U.S. Code to the extent such rights and remedies conflict with the provisions of this Agreement. Without limiting the foregoing, the parties expressly waive access to records pursuant to 49 C.F.R. Part 371.

  1. DISPUTE RESOLUTION

THE PARTIES AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ASSERTING A CLAIM UNDER FEDERAL, STATE, LOCAL, OR FOREIGN LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA; EXCEPT THAT IF BROKER IS A PARTY TO A LAWSUIT INVOLVING A THIRD-PARTY, INCLUDING ANY SHIPPER, WITH RESPECT TO ANY CLAIM WHERE CARRIER HAS POTENTIAL LIABILITY TO BROKER, BROKER MAY INITIATE SUIT AGAINST CARRIER IN THE SAME JURISDICTION WHERE THE LAWSUIT INVOLVING BROKER IS PENDING. CARRIER AND BROKER HEREBY CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY DEFENSES TO VENUE IN OR PERSONAL JURISDICTION OF SUCH COURTS. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. Notwithstanding the foregoing, the Parties may mutually agree in writing to submit any claim, disagreement, or dispute to binding arbitration. Carrier will pay all costs, expenses, and attorneys’ fees which may be expended or incurred by Broker or Shipper in enforcing this Agreement or any provision thereof, or in exercising any right or remedy of Broker or its customers against Carrier, or in any litigation incurred by Broker because of any act or omission of Carrier under this Agreement.

  1. TERM OF AGREEMENT

The term of this Agreement is one year and will automatically renew at the end of the initial and subsequent terms for additional one-year periods unless terminated by either Party. The Parties may at any time terminate this Agreement in their sole discretion. Upon any expiration or termination of this Agreement, all rights and obligations of the Parties shall cease, except that: (a) all obligations that accrued prior to the effective date of termination shall survive expiration or termination; and (b) the confidentiality,  dispute resolution, and indemnification rights and obligations set forth in this Agreement shall continue indefinitely.

  1. GENERAL PROVISIONS

  1. Changes to Agreement

This Agreement is subject to occasional revision by Broker. In the event of any material changes made to the Agreement, Broker will notify Carrier by electronic mail, or other means of communication, before Carrier next accepts a Shipment via the Platform. Any changes to this Agreement will be effective upon the earlier of (a) the date Carrier accepts the new terms or (b) 30 calendar days following your receipt of the notice of the changes. Continued use of the Platform following notice of such changes constitutes acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

  1. Entire Agreement, Modification, Non-Waiver, Interpretation, and Severability

This Agreement constitutes the entire agreement between Carrier and Broker and Carrier’s  provision of motor carrier transportation services, subject to any superseding terms between Carrier, Broker, and Freight Tech regarding Carrier’s use of the Convoy Platform. All other or prior agreements, promises, negotiations, understandings or communications (oral or written) are merged into the terms of this Agreement. Broker’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.

  1. Assignment

This Agreement, and Carrier’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Carrier without Broker’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.  Broker may assign this Agreement at its sole discretion.

  1. Notices

All notices as required by this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the United States mail, postage prepaid to the address that Broker and Carrier have published with the FMCSA as of the date of the notice. For notices to Broker, Carrier must simultaneously send a copy by email to legal@flexport.com.

  1. Publication of Information and Confidentiality

If Carrier provides Broker any feedback, suggestions, or other information or ideas (“Feedback”), Carrier hereby assigns to Broker all rights in the Feedback and agrees that Broker has the right to use such Feedback and related information in any manner it deems appropriate. Broker will treat any Feedback as non-confidential and non-proprietary. Carrier will not submit to Broker any information or ideas it considers to be confidential or proprietary. Carrier grants Broker the right to reproduce its name and logo on its website, social media, or similar marketing materials.

If Broker, Freight Tech, Shipper, or Shipper’s affiliated entities provide Carrier with confidential information relating in any way to their business operations, Carrier shall keep all information strictly confidential, unless disclosure is required by law or judicial process or such information is publicly known or obtained by Carrier without any breach of any confidentiality agreement. Carrier consents to Broker’s publishing of details relating to Carrier’s performance, including use of public review and rating websites.

  1. Limitation of Liability

 BROKER SHALL NOT BE LIABLE TO CARRIER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST SALES, LOSS OF GOODWILL, INJURY TO REPUTATION, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING FROM OR RESULTING FROM ANY ACTIVITIES OR OMISSIONS RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CARRIER’S USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BROKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

IN NO EVENT SHALL BROKER’S TOTAL LIABILITY TO CARRIER IN CONNECTION WITH THE TRANSPORTATION SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED (US $500.00) U.S. DOLLARS PER OCCURRENCE.

THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BROKER AND CARRIER.

ACCEPTANCE OF AGREEMENT: BY PROCEEDING TO ACCEPT THESE TERMS OR BY OFFERING TRANSPORTATION SERVICES, USER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THEMSELVES AND THE ENTITY USER REPRESENTS. USER WARRANTS THAT THEY ARE AUTHORIZED TO BE BOUND AND ACT ON BEHALF OF USER AND THE ENTITY USER REPRESENTS WITH RESPECT TO THIS AGREEMENT.