Just Transport LLC (“Carrier”) is in the business of performing certain motor carrier transportation services (specifically, courier services) and holds authority from the Federal Motor Carrier Safety Administration under USDOT #4135275 and MC #1730450 to engage in operations as a motor carrier of general commodities in interstate or foreign commerce.

By tendering freight to Carrier, you[1](“You” “Your” or “Shipper”) agree to be bound by these Terms and Conditions, except as may be set forth in a contract signed by You and Carrier. In the event of a conflict between these Terms and Conditions and signed contract, the signed contract shall control.

You and Carrier agree to these Terms and Conditions in accordance with 49 U.S.C. § 14101(b)(1) and expressly waive any and all rights and remedies that each may have under Title 49 to the extent such rights and remedies conflict with these Terms and Conditions.

1. SERVICE. Carrier agrees to transport your freight (“Shipments”), to the extent accepted by Carrier, in compliance with all federal, state and local laws and regulations.

2. NO EXCLUSIVITY. You are not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or other motor carriers. Carrier is not restricted from transporting freight for other parties.

3. YOUR RESPONSIBILITIES.

• a. Compliance with Applicable Laws. You and all Shipments tendered pursuant to these Terms and Conditions must comply at all times with the laws, rules, regulations, conventions, and practices applicable in the countries in or through which the transportation services will be provided.
• b. Shipper Written Instructions.
• i. You must provide necessary shipping instructions and properly identify all Shipments in the bill of lading or other shipping instructions. You will not tender any restricted commodities including, but not limited to, hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, or commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation, including but not limited to securing a quote for a higher transportation charge for the additional service(s) requested.
• ii. At the time of booking, and prior to loading the Shipments, You must further specify in the booking request and on the face of the bill of lading all instructions to be followed by the Carrier to maintain the safety of the Shipments, including, without limitation, all sanitation requirements and sanitation documentation requirements for the Shipments, including those for the Carrier’s vehicle and transportation equipment, any design specifications and cleaning procedures (“Written Instructions”).
• c. Cargo Loading and Securement. You are responsible for ensuring that Shipments are properly and safely packaged for transportation.
• d. Mitigating Damages. None of the provisions in these Terms and Conditions in any way limits your obligation to mitigate damages, including by salvaging all portions of a Shipment for which there is a secondary market.

4. CARRIER’S RESPONSIBILITIES.

• a. Carrier is duly and legally licensed under applicable state, provincial and federal law to provide transportation services, and its operating authority (state or federal, as necessary) is valid and up to date.
• b. Carrier shall ensure that it does not have an unsatisfactory safety rating issued by the United States Department of Transportation, or any state or provincial authority with jurisdiction over its operations.
• c. Carrier will comply with all applicable federal, state, provincial and local laws.

5. RECEIPTS AND BILLS OF LADING. If requested by You, Carrier agrees to provide You with proof of acceptance and delivery of Shipments in the form of a signed bill of lading or other proof of delivery via US Mail, courier, or electronically by fax or email. The terms and conditions of any freight documentation used by You or Carrier will not supplement, alter, or modify these Terms and Conditions. Failure to provide proof of delivery shall not be grounds for non-payment where there is no dispute that a Shipment was successfully delivered.

6. PAYMENTS. Carrier will invoice You for its services in accordance with the rates, charges and provisions set forth herein, and any written supplements or revisions that are mutually agreed to between the Parties in writing. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates will be considered “written,” and will be binding, upon Carrier’s invoice to You and your payment to Carrier. You agree to pay Carrier’s invoice within fifteen (15) days of invoice date without deduction or setoff. Carrier may assess a service charge of 1.5% per month (or the highest lawful rate, if less) for any late payments.

7. CLAIMS

• a. Cargo Claims. Carrier shall assume the liability of a motor carrier (i.e. Carmack Amendment liability) for loss of or damage to the Shipments while in transit not to exceed $25,000 per Shipment. The measure of damages for loss of or physical damage to the cargo shall be the invoice value of the lading or actual cost of the cargo, whichever is lower. You must file claims for cargo loss or damage with Carrier within nine (9) months from the delivery date or, in the event of non-delivery, the anticipated delivery date. You must file any civil action against Carrier in a court of law within two (2) years from the date Carrier provides written notice to You that any part of the claim is disallowed. Claims will be filed and resolved in accordance with federal regulations codified at 49 C.F.R. Part 370. If payment of a claim is made by Carrier to You, You automatically assign your right and interest in the claim to Carrier. In no event will Carrier be liable to You or any other party for special, indirect, incidental, consequential, or punitive damages for any reason whatsoever.
• b. All Other Claims. The Parties shall notify each other of all known material details of any claims within sixty (60) days of receiving notice of any claims (other than cargo loss or damage claims, which are separately addressed above) and shall update each other promptly thereafter as more information becomes available. Civil actions must be commenced within two (2) years from the date either Party provides written notice to the other Party of such a claim.

8. INSURANCE. Carrier agrees to procure and maintain at its own expense, at all times during the term of these Terms and Conditions, the following insurance coverage amounts:

• a. Auto Liability: $1,000,000
• b. Cargo Insurance: $25,000
• c. Workers Compensation: Statutory Limits

9. HAZARDOUS MATERIALS. You must comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any Shipments constitute hazardous materials. You are obligated to inform Carrier immediately if any such Shipments constitute hazardous materials. You shall defend, indemnify, and hold Carrier harmless, including reasonable attorney fees, from any penalties or liability of any kind, arising directly out of your failure to comply with applicable hazardous materials laws and regulations.

10. INDEMNIFICATION. You must defend, indemnify, and hold Carrier, its employees, and agents harmless, including reasonable attorney fees, against any losses caused by or resulting from Your, Your employees’, or Your agents’ (i) negligence or intentional misconduct, (ii) breach of these Terms and Conditions, or (iii) violation of applicable laws or regulations. You must also indemnify Carrier from any attempts to recover from Carrier by your insurance carrier or any other party. The obligation to defend includes payment of all reasonable costs of defense, together with all reasonable attorney fees, as they accrue.

11. SEVERABILITY/SURVIVABILITY. In the event that the operation of any portion of these Terms and Conditions 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 shall continue in full force and effect.

12. INDEPENDENT CONTRACTOR. It is understood between Carrier and You that Carrier is not an agent for You, and shall remain at all times an independent contractor. You do not exercise or retain any control or supervision over Carrier, its operations, or employees. Carrier does not exercise or retain any control or supervision over You, your operations, or employees.

13. NONWAIVER. Failure of either Party to insist upon performance of any of the terms, conditions or provisions of these Terms and Conditions, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions, or provisions of these Terms and Conditions, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

14. NOTICES. Unless the Parties notify each other in writing of a change of address, any and all notices required or permitted to be given under these Terms and Conditions shall be made in writing and shall be delivered via fax with machine imprint on paper acknowledging successful transmission or email with confirmed receipt) and shall be effective when so delivered.

15. FORCE MAJEURE. Neither Party shall be liable to the other for failure to perform any of its obligations under these Terms and Conditions during any time in which such performance is prevented by fire, flood, or other natural disaster, war, pandemic, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of You or Carrier, provided that the Party so prevented uses its best efforts to perform under these Terms and Conditions and provided further, that such Party provide reasonable notice to the other Party of such inability to perform. Performance requirements are extended by the amount of the delay except for payment obligations.

16. CHOICE OF LAW AND VENUE. All questions concerning the construction, interpretation, validity and enforceability of these Terms and Conditions, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the federal laws regarding transportation, where applicable, and otherwise by the laws of the State of Indiana, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. The Parties agree to jurisdiction and venue in the state or federal courts of Marion County, Indiana, and waive all arguments to the contrary.

17. CONFIDENTIALITY. Other than as required to comply with the law or legal process requiring disclosure, the Parties agree to the following:

• a. 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 rates, amounts received for services, freight volume requirements, as well as personal customer information, and customer, shipping, or other transportation requirements shared or learned between the Parties and their customers, shall be treated as confidential, and shall not be disclosed or used for any reason without prior written consent.
• b. In the event of a violation of this Confidentiality paragraph, the Parties 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 these Terms and Conditions in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

[1] “You” or “Your” shall include your agents, suppliers, business partners, subcontractors, or anyone else working with you on each shipment.