Terms of Service - Carriers

Last updated 11/17/25

RECITALS

A. BROKER is licensed as a Property Broker by the Federal Motor Carrier Safety Administration (FMCSA) in Docket Number MC-973139, or by appropriate State agencies, and as a licensed broker, arranges for freight transportation. 

B. BROKER wishes to utilize the services of CARRIER, a registered Motor Carrier of Property for the  transportation of freight on the terms and conditions stated herein. 

NOW, THEREFORE, intending to be legally bound, BROKER and CARRIER agree as follows:

CONTRACT TERM: The term of this Agreement shall start at the time of this Agreement’s execution, and shall automatically be renewed in perpetuity, unless modified by formal amendment or, terminated with thirty (30) days prior written notice, with or without cause, by either Party at any time. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.


1. CARRIER WARRANTIES:

A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with Shippers and receivers and/or brokers of general commodities;

B. Shall transport the property, under its own operating authority, using its own employees and equipment as scheduled on insurance,  and subject to the terms of this Agreement;

C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement;

D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the Shipper’s convenience only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier.

E. Will not re-broker, assign or interline the shipments hereunder, without prior written consent of BROKER. If CARRIER breaches this provision, BROKER shall have the right of paying the money it owes CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon BROKER’s payment to the delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement. In addition to the indemnity obligation contained within this Agreement, CARRIER will be liable for consequential damages for violation of this Paragraph.

F. Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers.

G. CARRIER will notify BROKER immediately if its State and or Federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, canceled, suspended, or revoked for any reason.

H. At the time of the agreement, does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and will notify BROKER of any changes prior to engaging in new or in-process transactions, negotiations, dispatches, or deliveries, if the CARRIER is engaging in an interstate transaction 

I. Authorizes BROKER to invoice CARRIER’s freight charges to Shipper, consignee, or third parties responsible for payment.

J. Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly.


2. TRANSACTIONAL TERMS AND AGREEMENTS: 

A. SHIPMENT BASICS: BROKER shall inform CARRIER of (a) place of origin and destination of all shipments; the cargo to be hauled; and (b) if applicable, any special shipping instructions or special equipment requirements, of which BROKER has been timely notified.

B. DUTY OF BROKER TO ESTABLISH RATES AND MANAGE PAYMENTS:

  1. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party on receipt of payment from BROKER.

  2. DUTY TO MANAGE PAYMENT: BROKER agrees to conduct all billing services to Shippers and payment to CARRIERs. CARRIER shall invoice BROKER for its CARRIER’s charges in addition to its service fees, as mutually agreed in writing, by fax, or by electronic means, contained in BROKER’s Load Confirmation Sheet (aka Dispatch Sheet),paper or virtual. Additional rates for truckload or LTL shipments, or modifications or amendments of the rates, or additional rates, may be established to meet changing market conditions, Shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by electronic means) by both Parties, or per the terms of this Agreement.  Any such additional, modified, or amended rates, changes in rates shall automatically be incorporated in the Load Confirmation Sheet. 

  3. Provided CARRIER has abided by the terms of this Agreement, at no time shall BROKER’s failure to collect payment from its Shippers void or change its duty to pay CARRIERs for services. 


C. RATES AND CONTRACT CONFIRMATION: Additionally, any rates, which may be agreed upon verbally, written, or through electronic means, shall be deemed confirmed and enforceable when BROKER has released Shipper contact information and CARRIER has accepted the Dispatch Sheet electronically or affirming a duty to produce services via recorded calls or written statements. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated in the Load Confirmation Sheet (paper or virtual). Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, release rates or values, or tariff rules or circulars, shall only be valid when specifically agreed to by the Parties.


D. EQUIPMENT: Subject to the relevant representations and warranties in this Agreement, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. CARRIER agrees that all shipments will be transported and delivered in full accordance to the dispatch sheet or assignment notice, or as otherwise agreed in writing. CARRIER also agrees to the following with respect to equipment selected and assigned to loads hauling BROKER freight:

  1. CARRIER shall keep and maintain assigned equipment to the highest professional standard for the cargo they haul and accept from BROKER. CARRIER agrees to follow and ensure industry best practices for maintenance of vehicles to maximize safety to CARRIER’s drivers, other vehicles, and BROKER’s cargo. Such best practices should include equipment walk-around safety checks during stops, with an especially close eye for tire integrity, brake systems, trailer connections, lighting, fastening of cargo, and other systems generally considered critical to safe operation of equipment.  

  2. CARRIER agrees to suspend transportation of cargo anytime safety concerns are noticed by CARRIER or authorities within 24 hours, or sooner if needed, and at no time does BROKER expect CARRIER to prioritize delivery schedules over real time safety.  

  3. To the extent that any shipments under this Agreement are transported into, out of, through or within the State of California, CARRIER shall warrant that such shipments are in compliance with all California Air Resources Board regulations.

  4. CARRIER shall be liable to Supplier and Customer for any penalties, or any other liability, imposed on or assumed by Supplier or Customer because of CARRIER’s use of non-compliant equipment.

  5. If at any time CARRIER believes BROKER’s Equipment requests conflict with its independent approach to ensuring the industry’s highest standards of professionalism or regulation, it shall notify BROKER promptly, but maintain independence as a contractor in its decision making, and assign equipment it assesses is best fit for the dispatch. 


E. DRIVERS: CARRIER agrees to ensure reliability, fitness and professionalism of its drivers and dispatchers, including but not limited to courteousness to Shipper contacts at all times, ensuring the safety of Shipper’s while present during CARRIER’s duties, adherence to timely and proactive status updates, and their ability to reasonably and clearly communicate in verbal English. Also, In step with industry best practice and regulations, freight shall be transported by Drivers that: 

  1. Are at least eighteen (18) years of age;

  2. Have a valid US driver’s license and CDL when required by regulations

  3. Have no more than one (1) moving violation during the three (3) year period immediately preceding any then-current Freight transportation under this Agreement;

  4. Have no more than one (1) at-fault automobile accident on such driver’s driving record during the three (3) year period immediately preceding any then- current Freight transportation under this Agreement

  5. Have no drug or alcohol related conviction on such Driver’s driving record during the five (5) year period immediately preceding any then-current Freight transportation under this Agreement. 

  6. Have not been flagged by the DOT for health, drug, or alcohol concerns, as indicated by the FMCSA CSA BASIC system at the time of dispatch. 

  7. If at any time CARRIER believes BROKER’s Driver requests conflict with its independent approach to ensuring the industry’s highest standards of professionalism or regulation, they shall notify BROKER promptly, but maintain independence as a contractor in its decision making, and assign a driver it assesses is best fit for the dispatch. 


F.  INSURANCE: CARRIER shall furnish BROKER, or BROKER’S insurance certificate partner, Assure Assist, with Certificate(s) of Insurance, or insurance policies. Policies shall provide thirty (30) days advance written notice of cancellation or termination. At a minimum, a CARRIER’s policies shall comply with the requirements of the Federal Motor Carrier Safety Administration, other applicable regulatory state agencies, and the following: 

  1. CARRIER shall agree to purchase and maintain at all times during the term of this Agreement, at a minimum, the following insurance coverages:

    1. COMMERCIAL AUTO LIABILITY: CARRIER shall purchase Commercial Auto Liability  insurance covering liabilities arising out of any auto (including hired and non-owned) with a minimum limit of $1,000,000 combined single limit per occurrence. This insurance will apply as primary insurance and noncontributory with respect to any other insurance of BROKER or BROKER’s Shippers. This insurance policy shall include a waiver of subrogation clause in favor of BROKER. CARRIERs with policies backed by A- or better AM BEST ratings will be prioritized. 

    2. CARGO LIABILITY INSURANCE: CARRIER shall also maintain Cargo Liability Insurance covering “All Risk” of loss or damage to freight while in transit, including goods of others in CARRIER’s care, custody and control, with a minimum limit of $100,000 per occurrence. Policies must have A- or better AM BEST ratings. 

Copies of CARRIER’s required waivers of subrogation shall be emailed separately to operations@uShipLogistics.com and CARRIERS that ensure UL has a copy may be prioritized on load assignments. BROKER does not validate CARRIERS maintenance of subrogation waivers or other special terms, and it is the duty of the CARRIER to ensure they are active and sent to BROKER prior to accepting dispatches from BROKER. 

To promote the best experience for its Shippers and the sustainable business practices of its CARRIERS,  BROKER recommends CARRIER also maintain active General Liability, Employers’ Liability, and Worker’ Compensation, Such CARRIERs are likely to be prioritized over competitors when other conditions are equal. The minimum insurance requirements do not limit CARRIER’s  liability under this Agreement. All such insurance policies must be written on an occurrence basis except for (if applicable) professional and/or cyber liability insurance policies. All claims-made insurance policies must be kept in force for a minimum of two (2) years after the expiration of this Agreement. CARRIER warrants that any retroactive date applicable to coverage under a claims-made insurance policy precedes the effective date of this Agreement.

CARRIER shall provide BROKER and shall provide BROKER’s Shippers on demand, a certificate of insurance evidencing the insurance coverages required in Section F prior to commencing work under this Agreement. While insurance binders may be sent to Assure Assist or BROKER’s agents, evidence of subrogation waivers or additional named insured must be sent to operations@uShipLogistics.com. 

Any material changes in the insurance policies, cancellation, or non-renewal must be reported to BROKER with no less than thirty (30) days prior notice. The certificate(s) of insurance for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. BROKER and BROKER’s Shippers reserve the right to obtain copies upon request of all insurance policies required and non-compliant CARRIERS can be deemed ineligible for future dispatches until compliance is verified. 

CARRIER and representatives of CARRIER, especially when having access to CARRIER company’s emails or phone lines published with the FMCSA, acting as a dispatch agent, or otherwise representing CARRIER over formal communication channels, load boards, or websites, agree to transport BROKER’s freight only using only drivers and equipment scheduled on CARRIER’s provided insurance policies and accounted for in FMCSA filings. Failure to comply in any way not pre-approved in writing by BROKER forfeits CARRIER’S full pay for the transaction and assumes CARRIER liability for misrepresentation to BROKER and the transaction’s damages to BROKER, including but not limited to deductible payouts, payouts for damages to cargo, judgements related to loss of life or bodily injury, loss of sales, as judged by the average of the last twelve months of the BROKER’s sales with Shipper and accounting for the difference between that average and the realized sales with Shipper over the (24) month after the date of an incident. Should CARRIER’s company dissolve or go bankrupt during this time, CARRIER and/or CARRIER representatives give BROKER the right to pursue civil claims against assets of the owner(s) of CARRIER on the date when the cargo was first assigned to CARRIER for transport. Nothing in this Agreement shall be construed to avoid CARRIER’S liability due to any exclusion or deductible in any insurance policy.


G. BILLS OF LADING (BOL): CARRIER shall use and issue a BOL or eBOL (Electronic Bill of Lading) in compliance with 49 U.S.C. §80101 et seq., 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. 

  1. CUSTODY OF FREIGHT: Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof through initiating or preparing loading of the freight, regardless of whether a BOL has been issued and/or signed at that time, by either Shipper OR CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee or Assigned Shipper Contact at delivery and that person signs the BOL or refuses delivery without signing and CARRIER notifies BROKER of refusal before leaving delivery location.  

  2. ABSOLUTE REQUIREMENT OF BOL AND SIGNATURES: For all transactions and without exception, CARRIER agrees to use a BOL and understands BOLs are for the protection of the CARRIER and disproving liability for damages observed at liability. BOLs also act as the official timestamp for BROKER dispatch, loading, and delivery SLAs, and the accuracy of their information is paramount. CARRIERs agree to provide BROKER a completed digital copy of the completed BOL within twenty-four (24) hours. With respect to BOLs for BROKER, “Completed” means a CARRIER has collected the minimum at loading and delivery, in additional to any terms required on the dispatch sheet: 

    1. Clear and well lit photos of the cargo’s front, back, sides, top, inside and if safe and able to do so, the bottom or undercarriage.When in doubt, eight photos or more should be a rule of thumb. 

    2. Signatures and names of contacts reviewing releasing or accepting cargo

    3. Times and dates of signatures

    4. Mileage if the cargo is a vehicle and has an odometer

    5. Written condition notes documenting any observed scratches, dents, damage, stains, or loose equipment. In the event of lose equipment, the actions taken to secure the equipment prior to transport. 

    6. Written observations about the engine sounds, functionality of the car, battery conditions, or oddities related to the surroundings, should any be observed.  

  3. CLOSE OF TRANSACTION: Receipt of a completed BOL copy and BROKER’s subsequent payment for services will complete the transaction and, with exception to loss, damage, or any other liabilities, complete the CARRIER and BROKERS transactional duties. 

  4. THIS AGREEMENT CONTROLS BOL TERMS: Any terms of the BOL (including but not limited to payment terms) inconsistent with the terms of this Agreement shall be controlled by the terms of this Agreement. 

  5. PROCEDURES FOR NO SIGNATURE BOLS: If a Shipper or Assigned Shipper Contact at delivery refuses a delivery and CARRIER is unable to make agreeable alternative arrangements or get no-sign approvals with BROKER within sixty (60)  minutes of first attempt to notify BROKER of delivery refusal, CARRIER agrees to turnover custody of freight to the nearest reputable storage facility or tow operator and waive rights to request any related detention or additional delivery charges. Storage facility must document BOL condition upon delivery. Provided CARRIER has operated within the terms of this Agreement and the dispatch sheet, including but not limited to hours of delivery, call ahead requirements, and locations, CARRIER will remain in good standing with BROKER and not be assessed fees related to storage. In favor of the CARRIER and assuming the same adherence to this Agreement and the dispatch sheet, any detention greater than sixty (60) minutes as judged from the time of the first confirmed notification to UL, shall make CARRIER eligible, upon request within 10 days, for a minimum of thirty-five dollars ($25) per hour in detention charges, up to a $200 maximum per occurrence or $300 if overnighted. Detention only counts as time at the delivery location and time incurred while rerouting of deliveries to new locations or area tow yards is not eligible.  

  6. FAILURE TO USE BOL AND DISCUSSING CARRIER PAY: Failure to issue a BOL or use a Shipper-provided BOL, failure to document vehicle condition at pickup and delivery through photos of vehicle front, sides, rear, and roof with reasonable clarity and lighting and/or failure to have a Shipper sign a BOL acknowledging receipt and subsequent delivery of the freight by CARRIER, shall not limit the liability of CARRIER. Further, at BROKER’s discretion, failure of CARRIER to use a BOL, document pickup and delivery condition on BOL take photos as described above, or provided verifiable condition reports as an alternative, and/or make a good faith effort to collect all signatures at pickup and delivery, and provide broker a timely copy of BOL after delivery, shall constitute a breach of this agreement and provide BROKER the right to modify, offset or hold payment for the related transaction, especially in situations of loss or damage claims.  BROKER also retains the right to modify, offset or withhold transactional payment for CARRIER displaying, discussing or communicating BROKER’s CARRIER pay in any way, including if questioned by Shipper about CARRIER’s payment. CARRIER and all representatives of CARRIER agree to direct all questions related to CARRIER payment to BROKER. CARRIER acknowledges its liability and BROKER's right to pursue damages against CARRIER in any situation resulting in lost business to BROKER resulting from CARRIER displaying, discussing or communicating BROKER’s CARRIER pay. Under no circumstances shall CARRIER negatively rate or comment about BROKER’s transaction on load boards or dispatch platforms if CARRIER fails to follow the terms of this section, and, authorizes BROKER to request removal of such ratings or comments if discovered.

H. IMPORTANCE OF PERFORMANCE AND DISPATCH SHEET INSTRUCTIONS: 

CARRIER affirms it will read and comply with all terms of the dispatch sheet or assignment notice, unless conflicting with this Agreement, and understands that each is a transactional contract in exchange for payment, and part of the reason BROKER is has selected CARRIER for a transaction, and is expected to pay CARRIER for once rendered to BROKER,, includes but not limited to the following:

  1. Achievement of carrier’s estimated dates for loading and delivery 

  2. Achievement of appointment times and minimum requirements to call contacts ahead of loading or delivery 

  3. CARRIER conducting status updates as contracted no less than three hours of target pickup and loading

  4. The carrier doing their job as an independent contractor to note cargo to be hauled, and assign only adequate and well maintained equipment to service the cargo

  5. Taking note of special or custom remarks provided by the BROKER

Failure of CARRIER to adhere to all conditions on Dispatch Agreements, assignment notices or this agreement, authorizes BROKER to modify, offset or withhold pay at BROKER’s discretion. CARRIER agrees that failure to follow such instructions by CARRIER and subsequent modifications to pay will not be the cause of a negative rating of BROKER on feedback platforms or load boards where the transaction was dispatched or assigned. Failure to abide by this term gives BROKER authorization to demand removal of any feedback it deems as unfactual, retaliatory, or dishonest, in addition to the negative rating itself. CARRIER also agrees to take no retaliatory actions or threats against BROKER’s clients, delivery contacts or staff. Such actions shall be reported to police and CARRIER agrees to be fully responsible and reliable for impacts to the safety and well being of clients, delivery contact or staff, in additional to any post-delivery damages to cargo, property or reputation of Shipper, BROKER or BROKER’s clients, delivery contacts or staff. 

If at any time dispatch instructions conflict with this Agreement, CARRIER and BROKER agree that the terms and conditions of this Agreement supersede the Dispatch Agreement and shall take priority in determining all requirements, expectations, and outcomes. 


I. ABSOLUTELY NO SUBCONTRACTING OR REASSIGNING FREIGHT: 

  1. At absolutely no time shall CARRIER reassign, subcontract, or give cargo to another party without the express permission of the BROKER.  All drivers must be under authority of CARRIER’s FMCSA operating authority. 

  2. If CARRIER breaches such provision, BROKER shall have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies BROKER owes CARRIER directly to the delivering carrier in lieu of payments to CARRIER, or, voiding CARRIER payment entirely and offering payment to neither. 

  3. Regardless of BROKER’s payment to the delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. CARRIER shall not have any recourse against BROKER or any consignee for BROKERs nonpayment of freight bill(s) to CARRIER associated with any such unauthorized brokerage, re-brokerage, re-assignment, interline, or subcontracting by CARRIER..

  4. CARRIER shall expressly waive all rights and remedies under 49 U.S.C., Subtitle IV, Part B to the extent such rights and remedies conflict with this Agreement.


J. RETENTION OR ABANDONMENT OF CARGO: In no situation shall CARRIER retain or abandon cargo trusted to it for the purposes of transportation. Cargo that BROKER or BROKER’s Shipper suspects is being withheld, delayed, damaged, sold, or hidden, or is beyond the transaction’s originally specified delivery timeline, shall be subject to immediate lawful repossession and/or reporting as stolen by the BROKER, at BROKER’s discretion. In such situations CARRIER agrees to cooperate with inquiries from authorities and release cargo upon request by BROKER, without immediate payment or compensation of any kind. CARRIER agrees that failure to respond adequately to communication outreach, or repeat failures to achieve stated schedule updates provided to BROKER constitute reasonable suspicion that CARRIER may be withholding or delaying freight. At any time BROKER requests, CARRIER agrees to immediately provide cargo’s location to BROKER, store cargo and keys in a reasonably safe location or where BROKER instructs, and work in professional good faith to coordinate its repossession by or to parties assigned by BROKER and/or law enforcement. Such a situation will void CARRIER’s dispatch contract and give BROKER the right to modify pay in order to complete delivery, compensate clients for delays or poor service, and/or settle fees with third parties for recovery or storage. Any subsequent cargo damage or harm to BROKER’s clients, delivery contacts, employees, or general public shall be sole liability of CARRIER. CARRIER fully agrees to waive rights to liens on cargo in all situations of non-payment by BROKER and releases all rights of control over cargo to BROKER. 


K. LOSS, DAMAGE, CLAIMS, AND MISREPRESENTATION:

Unless agreed to between the PARTIES elsewhere in writing, CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage. CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. §14706; and

CARRIER’S indemnification liability for freight loss and damage claims shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER.

Except where stated otherwise in this agreement, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing.

At first observation or report of cargo loss or damage by CARRIER, or from Shipper, CARRIER agrees to release the rights to all payment terms and transactional amounts owed to CARRIER at the time, including amounts owed for unrelated services or deliveries, and no matter the terms of any Dispatch Agreement, until BROKER receives completed BOL and damage claim is settled with the reasonable satisfaction of the Shipper and BROKER. BROKER will hold funds during such time as collateral for damage recovery and release funds only after satisfactory resolution of the loss, or disproving liability of the CARRIER. 

Should Shipper and CARRIER not come to adequate and timely resolution of the claim, CARRIER gives BROKER the right to use funds owed to CARRIER as source of full or partial settlement with Shipper. Such acts do not release CARRIER from liability for cargo loss or damages or subsequent harm to BROKER’s reputation and/or loss of sales. In all situations, CARRIER gives BROKER the right to start insurance claims on Shipper’s behalf, using CARRIER’s insurance policies, and will cover deductibles in all situations. CARRIER also agrees to not disparage or negatively rate the BROKER on any feedback, dispatch platform or load board until the claim is fully resolved.      

Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make a settlement offer in writing on all cargo loss or damage claims within 14 days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this 14 day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.CARRIER acknowledges that it is the CARRIER’s responsibility to cover deductibles, not BROKER or Shipper.


L. DUTY TO MONITOR, ACT, NOTIFY, AND OTHER KEY TERMS: Unless where conflicting with other parts of this Agreement, CARRIER agrees to ensure, note, and where necessary, take action on the items below and notify BROKER in the following situations:

  1. DELAYS: At first suspicion of probable schedule delays, unusual occurrences, or potential to not uphold delivery expectations, CARRIER agrees to notify BROKER of potential impacts to contractual timelines or service within three (3) business hours, and, give BROKER a reasonable chance to reschedule or cancel on behalf of Shipper, if BROKER prefers. CARRIER shall always decline freight when CARRIER estimates there is a reasonable likelihood of preventable delay, such as due to impacts of severe weather, maintenance to equipment, staffing issues, or loss of operating authority or insurance within (15) days of contract acceptance. 

  2. EXCESSIVE DELAYS: With exception to Section 3a above, at BROKER’s discretion, CARRIER agrees to allow BROKER to modify pay should CARRIER deliver cargo more than one (1) day late, except where otherwise noted in this Agreement. For cargo delivered excessively late, which for the purposes of this Agreement shall be defined as the greater of seven (7) days or 2X the originally estimated transit days, as defined by the difference between the latest pickup and latest delivery day, CARRIER agrees to BROKER’s right to cancel or modify payment entirely, without releasing liability of CARRIER for the transaction or terms of this Agreement. In exchange BROKER shall also respect the importance of professional scheduling by offering CARRIER a minimum extra pay per $25 hour CARRIER is delayed due to non-responsible or missing pickup contact, up to a maximum of $75 and only upon CARRIER’s request within (10) days of occurrence. BROKER shall also guarantee positive feedback on the platform where the order and carrier were originally matched, upon request and satisfactory completion of the order’s terms. 

  3. DAMAGE OF ANY KIND: CARRIER must contact BROKER immediately. 

  4. MONITORING OF FMCSA AUTHORITY AND SAFETY RATINGS: CARRIER agrees to actively monitor mail and online resources for the daily status of its company authority and safety ratings. CARRIER shall agree to monitor compliance with FMCSA's Compliance, Safety and Accountability safety program (including amendments thereto), and at all times ensure its operations promote the highest standard of public safety. In step with industry best practices, CARRIER shall ensure regular training programs for staff and contracted drivers to ensure safety, and real time awareness of authority and safety scores, remain the highest priority. 

  5. CHANGES TO OPERATING AUTHORITY: CARRIER shall always decline dispatches and notify BROKER if CARRIER has any knowledge of active or pending changes to its FMCSA operating authority, especially for changes to “Conditional,” or “Revoked.” 

  6. CHANGES TO SAFETY RATING: CARRIER shall always decline dispatches and notify BROKER if CARRIER has any knowledge of current or pending downgrades to its FMCSA Safety Rating. Ratings of “Unsatisfactory” or “Conditional” are never accepted and terms for non-payment for services.  

  7. SHIPPER’S RIGHT TO PURSUE RECOVERY OF LOSS: BROKER’s Shippers and BROKER’s Shippers’ customers may choose to pursue CARRIER for damages due to delays more than one day that are not due to verifiable safety concerns, including but not limited to freight loss and damage, theft, delay, damage to property, and personal injury or death.

  8. TRACKING AND STATUS CALLS: Some Dispatch Agreements will require assigned drivers to provide phone-app based GPS monitoring, phone-based cell tower triangulation, or asset-based trackers. The intention of these programs is to provide the best and most accurate service to the BROKER’s Shippers as possible. It also allows BROKER to minimize outreach to CARRIER during transport and improve efficiency for all parties. When such terms are required on Dispatch Agreements, CARRIER agrees to adhere to requirements and not turn off related devices, alter data, or manipulate outcomes, while in possession of BROKER’s cargo.  


M. PROMOTING SAFETY FIRST, URGENCY SECOND: BROKER and CARRIER understands that time and safety is of the essence in transportation, and the best way to consistently achieve both is through thoughtful scheduling for customers, accurate estimates for driving time, unloading time, buffer time for unexpected situations, safety check stops, managing risk, accounting for weather forecasts, fitness breaks, and staying in compliance with FMCSA regulations. While urgency is a high ideal for BROKER and CARRIERs it assigns its freight, at no time shall CARRIER ever prioritize urgency, timeliness, or attempting to make up for delays, or anything else, over the top priority of safety, its independent assessment of equipment and road conditions, and operating with the highest ideals for the public welfare. CARRIER acknowledges that BROKER has reasonable policies to account for delays due to severe weather, verifiable and unusual traffic delays, and verifiable en-route repairs for safety. At no time will BROKER penalize CARRIER pay for verified and permissible delay causes, and BROKER will never penalize a transaction’s CARRIER’s transactional pay for being less than one day late. BROKER’s management authorizes all CARRIERs to disregard any and all suggestions, implications, or demands from BROKER’s representatives that CARRIER shall act against its best judgment when it comes to safety, violate regulations in the name of urgency, or take any action otherwise deemed reasonably dangerous to the CARRIER, the general public, or the BROKER’s cargo. CARRIERS are encouraged to immediately report such situations to BROKER management at ADMIN@USHIPLOGISTICS.COM and COPY DISPATCH@USHIPLOGISTICS.COM. Digitally documented occurrences shall be rewarded with a one time $500 incentive to CARRIER if management feels the infraction is material, and BROKER representatives found at fault reprimanded. 


N. SPECIAL NOTES FOR MOTORIZED CARGO: During all times, CARRIER will abide by the following rules related to hauling motorized cargo: 

1) CARRIER may only operate motorized goods (Vehicles, Motorcycles, Boats, Etc.) for the purposes of loading and unloading only. All documented odometer readings more than two (2) miles difference between loading and unloading will be assessed a pay reduction of $50 per mile, unless otherwise approved in writing.  

2) All windows and doors will remain locked or under the supervision of the driver to prevent theft. If delivering to a location where you are expected to hide keys inside or outside the vehicle, permission must be obtained in writing. 

3) When entering the vehicle to load and offload, drivers should take note of their cleanliness and ensure hands, head, and clothing to not stain or dirty the interior. BROKER retains the right to modify payment for detailing if CARRIER is found to have left the car in an inferior condition. 

4) CARRIER will be liable for all evidence provided of damage to the vehicle, no matter how minor. This includes but is not limited to detailing to remedy stains from normal loading and unloading, and also excessive oil, non-water fluids or scratches on exterior. 

5) If the vehicle is listed as operable and turns out to be inoperable due to flat tire, engine issue or other situation that prevents the vehicle from easily rolling, steering or braking, CARRIER and BROKER agree CARRIER will provide additional compensation for services. 

6) CARRIER shall not transport Shipper’s personal goods, vehicle trunks, passenger or cargo areas, if items above 100 lbs total. CARRIER also agrees not to allow customers to add items beyond this limit for additional compensation. CARRIER agrees to notify BROKER of any such situations BEFORE loading the shipment. 

7) CARRIER agrees not to load any modified vehicle if it believes the vehicle will require tools, equipment, servicing, or skill beyond the contracted price or capabilities available. In this situation, CARRIER shall contact BROKER immediately.


O. PAYMENT PROCEDURES: BROKER agrees to pay full and undisputed invoices from CARRIER within the timeline negotiated as part of the dispatch sheet, or,(30) days of receipt of completed BOL, notwithstanding allowable causes for delays or modifications to terms or payment totals described within this Agreement. 

  1. PAYMENT METHODS: BROKER shall pay CARRIER via ACH Direct Deposit or a program from the BROKER’s partner called “uShip Payments” and managed by uShip Inc. The dispatch sheet will indicate which type of payment is required for the shipment. 

    1. ACH DIRECT DEPOSIT: In most cases, UL will pay carriers directly using ACH information available via the CARRIER’s verified accounts on RelayPayments.com or SuperDispatch.com. Payment accounts may also be provided directly to UL, but must come from an FMCSA verified number or email address. Payment for services will be deposited directly in to CARRIER’s accounts and remittance information sent to email addresses associated with the CARRIER’s DOT#, per the FMCSA. To ensure timely payments, please send completed BOLs to bol@uShipLogistics.com. All BOLs sent to this address will be paid out automatically according to the terms on file with the BROKER for the associated dispatch sheet. CARRIERs that fail to send BOLs to that address may not be paid on time. All invoices that need to be sent separately from the BOL shall be sent to  accounting@uShipLogistics.com. 

    2. USHIP PAYMENTS: For transactions using  uShip Payments, a cashless and instant release of funds to the CARRIER’S uShip.com Account will be available upon delivery, per the uShip Payment Terms and Conditions, which can be found at uShip.com or by calling 1800-MY-USHIP for assistance. Except where superseded by the standard Terms and Conditions of uShip Inc’s “uShip Payments” program, the terms of this Agreement shall govern all uShip Payment activity. Failure of CARRIER to have an activated and setup uShip.com account prior to delivery may risk delayed deposit of funds by uShip Payments. Such delays are not the fault of BROKER or within BROKER’s power to manage, alter, or intervene. 

      1. SPECIAL CONSIDERATIONS FOR USHIP PAYMENT TRANSACTIONS: CARRIERS participating in a uShip Payment transaction understand and agree to collect the uShip Payment COD (Code on Delivery) prior to releasing the vehicle at the delivery location listed on this Dispatch order number. CARRIER understands and agrees, that they're absolutely NOT allowed to request the uShip Payment COD (Code on Delivery) prior arriving at the delivery location.CARRIER is solely responsible for collecting and verifying the validity of the uShip Payment COD (Code on Delivery) by entering the code into their CARRIER uShip Profile on www.uShip.com. CARRIERS failing to collect the uShip Payment code risk a delay or suspension of payment until the situation is resolved. The BROKER will not be responsible for any not collected or invalid Uship Payment COD (Code on Delivery). CARRIER shall not seek payment from Shipper if it can prove payment to BROKER via uShip Payments. 

  2. Payment and other disputes are subject to the terms of this Agreement. All prevailing parties are entitled to recovery of costs, expenses and reasonable attorney fees.


3. MISCELLANEOUS AND OTHER TERMS:

A. INDEMNIFICATION: CARRIER shall defend, indemnify, and hold BROKER, its Shippers, and its Shippers’ customer harmless from any claims, actions or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft delay, damage to property, and personal injury or death, and BROKER shall defend, indemnify, and hold CARRIER harmless from any claims, actions, or damages, including cargo loss and damage, theft, damage to property, personal injury or death, arising out of its performance hereunder. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence of the other Party, or the Shipper. The obligation to defend shall include all costs of defense as they accrue. This section in its entirety covers but is not limited to freight loss and damage, theft, delay, damage to property, and personal injury or death.

B. SUBROGATION: CARRIER acknowledges and understands this Agreement is with “uShip Concierge LLC,” DBA “uShip Logistics LLC” (BROKER), and not the BROKER’s parent company “uShip Inc.,” also incorporated in the State of Texas and operator of the website “www.uShip.com.” BROKER is a fully independent subsidiary of uShip Inc. and makes no claim to represent, transact or operate on its behalf. CARRIER warrants it will hold uShip Inc. harmless and unaffiliated in all liabilities, duties and advertisements of the BROKER. CARRIER agrees to not subrogate uShip Inc. in any legal claims against BROKER, or, file any claims against uShip Inc. for the performance of the BROKER. Any CARRIER under the impression it’s working with uShip Inc. as a broker may cancel their pre-dispatched shipment at any time. CARRIER also agrees to hold BROKER’s Shippers and Shipper’s customers harmless and waive rights to subrogation. 

C. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of independent contractor and that no employer/employee relationship exists, or is intended. BROKER has no control of any kind over CARRIER, including but not limited to routing of freight, and nothing contained herein shall be construed to be inconsistent with this provision.

D. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders.

F. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.

G. BROKER OBLIGATION TO NOTIFY: CARRIER will notify CARRIER immediately if its FMCSA Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, canceled, suspended, or revoked for any reason.

4. WAIVER OF PROVISIONS:

  1. Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision.

  2. This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.

5. DISPUTES: 

In the event of a dispute arising out of this Agreement, including but not limited toFederal or State statutory claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the Transportation Arbitration and Mediation PLLC (TAM). Arbitration proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the TAM. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the TAM nearest Austin, TX or such other place as mutually agreed upon in writing or directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Venue for any such action shall be in Texas. Unless preempted or controlled by federal transportation law and regulations, the laws of the State of Texas shall be controlling. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.

6. NO BACK SOLICITATION:

i. Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments for a period of 16 month(s) following termination of this agreement for any reason, from any Shipper, consignor, consignee, or other customer of BROKER, when such shipments of Shipper customers were first tendered to CARRIER by BROKER.

ii. In the event of breach of this provision, BROKER shall be entitled, for a period of 12 months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of thirty percent (30%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees.

7. CONFIDENTIALITY AND NON-DISCLOSURE:

i. In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, 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 information, business names, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed to other parties or used for any reason without prior written consent.

ii. In the event of violation of this Confidentiality paragraph, the Parties and agree that the remedy at law, including monetary damages, may be inadequate and that 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 prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

iii. Should CARRIER be found liable of providing BROKER’s Shipper information or leads to third parties of any kind, not including normal activities related to dispatch software while conducting business for BROKER, agrees to pay a minimum fine of $5000 per BROKER account impacted and 3X trailing two year revenues impacted. 

8. NON-DOMESTIC: The limitations of liability for cargo loss and damage as well as other liabilities arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination.

10. MODIFICATION OF AGREEMENT: This Agreement may not be amended, except by mutual written agreement, or the procedures contained within this Agreement. Signing of future versions of this Agreement replaces previous Agreements going forward, but does not release CARRIER from liability agreed to in previous Agreements.

11. NOTICES:

i. The addresses and contact information for the BROKER, for which all notices provided or required by this Agreement shall be directed, are as follows:


CONTACT INFORMATION FOR OFFICIAL NOTICES:

Attention: Dispatch Agent of uShip Concierge LLC, DBA uShip Logistics 

Address: 708 Congress Ave., Suite A 

City: Austin 

State: Texas 

Zip: 78701


CONTACT INFORMATION FOR GENERAL INQUIRIES:

Electronic Mail: Send to dispatch@uShipLogistics.com and copy operations@uShipLogistics.com


ii. THE PARTIES shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement. This shall be done within 10 days.

iii. Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address.

12. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.

13. SEVERANCE & SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.

14. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof.

15. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.