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Terms & Conditions


By tendering Goods to Axle Logistics, LLC (“Axle” or “Axle Logistics”), You agree to be bound by these
Terms and Conditions. In accordance with 49 U.S.C. Section 14101(b)(1) You and Axle Logistics expressly
waive any and all rights and remedies that each may have under 49 U.S.C. §§ 13101 through 14914 that
are contrary to specific provisions of these Terms and Conditions.
This Agreement is subject to modification by Axle Logistics at any time without notice. The changed
Terms are in effect immediately. If You and Axle have fully executed a separate written valid contract
that governs all or part of Axle’s Services, these Terms and Conditions shall still govern to the extent
they do not conflict with the terms of such other contract.

1. Parties. “You” are a shipper, consignor, consignee, third party logistics provider, beneficial cargo
owner, or any other party or its agent acting on behalf of such person or entity with interest in certain
general commodities (“Goods”) that You wish to have stored, handled, or transported by “Carriers,”
meaning any motor carrier, including drivers and independent owner operators, any rail carrier or rail
transportation service provider, any intermodal equipment provider, any ocean or air carrier (including
non-vessel operating common carriers and indirect air carriers), any warehouse operator or other
person or entity that provides transportation, storage, handling, or related services to the Goods at the
request of Axle. Axle Logistics is a transportation broker licensed by the Federal Motor Carrier Safety
Administration to arrange for the transportation of Goods by Carriers. Axle Logistics is not a freight
forwarder, common carrier, or contract carrier.

2. Services. Axle Logistics’ responsibility is limited to arranging for, but not actually performing,
transportation, storage and/or handling of the Goods. These Terms and Conditions apply to all
transportation services arranged by Axle Logistics on Your behalf.

3. Independent Contractors. The relationship between You and Axle Logistics is and will remain that of
independent contractors and no employer/employee or principal-agent relationship exists or is

4. Compensation.

A. Axle Logistics will invoice You for its services based on these Terms and Conditions and
negotiated rates and charges. In addition, You shall also pay any applicable accessorial or similar charge
incurred for the shipment or otherwise assessed by the Carrier, which may include but not be limited to
charges for detention, lumper charges, layover, “truck ordered not used” fees, extra stop charges, driver
assist charges, and consignee rejection or refusal costs. Axle reserves the right to revise a quoted
shipment price, even after Your original acceptance, to reflect the characteristics of the shipment
actually tendered if You provided inaccurate or incomplete shipment information at the time of booking.
You agree to be fully responsible for payment of any charges incurred by any subsidiary, associated, or
affiliated companies on whose behalf Axle’s services are rendered and You hereby guarantee payment

B. You agree to pay Axle Logistics within 30 calendar days of invoice date without deduction or
setoff. Axle Logistics may assess a service charge of 1 ½% per month (or the highest lawful rate, if less)
on any late payments.

C. If You do not pay the invoiced amounts, Axle Logistics may commence a civil action to
recover such invoiced amounts within 24 months of delivery or tender of delivery of the shipments
involved. In the event that Axle deems it necessary to use the services of a collection agency or attorney
to collect any amounts due, You agree to pay all reasonable collection costs, attorney fees, and court

D. You agree that Axle has the right to pursue reimbursement for any unpaid freight charges
from the receiver or shipper if payment from you remains outstanding for more than 30 days past the
date of invoice. You further agree that this right supersedes any contrary provision contained in any
contract or bill of lading.

E. You shall be absolutely and unconditionally responsible for payment to Axle of all freight
and other charges whether or not funds for charges have been advanced by You to third party agents. If
You provide funds to an agent to pay freight or other charges due to Axle, You do so at its own risk, and
in the event such agent fails to pay Axle, You shall remain absolutely and unconditionally liable to Axle
for the payment of such freight and other charges. In no event shall any demand by Axle upon such
agent for payment constitute a waiver or estoppel of Axle’s right to enforce Your undertaking herein.

F. AXLE SHALL HAVE A LIEN ON ANY GOODS SHIPPED UNDER THESE TERMS FOR FAILURE TO PAY FEES ON CURRENT AND PRIOR SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS. YOU AGREE THAT AXLES LIEN CONTINUES IN EFFECT AFTER THE GOODS ARE DELIVERED AND UNTIL ALL CHARGES ARE PAID. You agree to sign any notice of a security interest whether in the form of a UCC-1 or other form requested by Axle. You appoint Axle as the attorney-in-fact to sign any such notice on Your behalf in the event You fail to sign it immediately upon Axle’s request.

G. Any overcharge, duplicate payment or over-collection claim made by You must be filed, in
writing, with the Axle within 180 days from the date of the Axle’s invoice. Axle shall present any invoices for undercharges to You within 180 days of Axle’s initial invoice.

5. Bills of Lading and Other Shipping Documents. Your insertion of Axle Logistics’ name on any bill of lading or shipping document will be for Your convenience only and will not change Axle Logistics’ status as a broker. The terms and conditions of any documentation used by You, any shipper, or a Carrier will not supplement, alter, or modify the terms of these Terms and Conditions, except as expressly provided herein.

6. Loss, Damage, or Delay of the Goods

A. General. Axle Logistics is not liable for loss, damage, or delay in connection with the
transportation of Goods. If requested by You and agreed to by Axle Logistics, Axle Logistics may assist
You in filing and/or processing claims with Carriers. Such assistance is conditioned upon Your provision of all required documentation and proof necessary to initiate an active carrier incident file, which includes, but is not limited to, the materials required in the Carrier Incident Checklist, as provided to You by Your Axle Logistics representative. In the event that such items are not provided to Axle Logistics within thirty (30) days of notification of a possible damage or delay of Goods, Axle Logistics will revert the file to inactive status pending receipt of the required information.

B. Cargo Liability for US Shipments. Carriers are not liable for the following: (1) damage to the
Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of the Goods
(unless Carrier has provided loading or unloading services at Your request, in which case such Carrier
may be liable for cargo damage caused by such loading or unloading services), (2) inherent vice or defect in the Goods, including rusting of metals, swelling of wood caused by humidity, moisture or
condensation, or deterioration of perishable products; (3) an act of God or the public enemy; (4) any act or default of You, consignee, consignor, or beneficial owner of the Goods; (5) any act taken under
authority of law; or (6) any act of war or terrorism.

1. Carrier’s liability for cargo loss, damage, and delay will be the least of the following:

(a) The actual value of the Goods
(b) $10 per pound or
(c) $100,000 per shipment

2. Any claim for cargo loss, damage, or delay must be filed against the responsible
Carrier within 9 months of the date of delivery of Goods, or in the case of non-delivery, within 9
months of the date delivery should have been made. Notice to Axle Logistics does not
constitute filing of claim with a Carrier. Any suit or other legal action to recover for cargo loss,
damage, or delay, must be commenced against a Carrier no later than 2 years after declination
of the cargo claim by the Carrier.

C. Cargo Liability for Shipments Originating in Canada. Carrier’s liability shall be governed by
the Carrier’s tariff or the applicable contract of carriage; or b) 2 SDR (SDR = IMF Special Drawing Right) per kilo of the gross weight of the goods that are the subject of the claim; or c) 666.67 SDR per
enumerated package of goods that are the subject of the claim; or d) 75,000 SDR per transaction,
whichever is less, provided however that where a higher limitation of liability is mandatorily applicable
by law then that higher limitation of liability shall apply. You must file claims for cargo loss or damage
with Axle or Carrier within 45 days from the delivery date or, in the event of non-delivery, the scheduled delivery date. You must file any civil action against Carrier in a court of law within 2 years from the date of the shipment of the Goods from the point of origin. In no event will Axle or Carrier be liable to You or any other party for special, incidental, or consequential damages for any reason whatsoever.

D. Cargo Liability Where Any Portion of Routing for a Shipment is in Mexico. Carrier shall not be
liable for cargo, loss, damage or delay occurring in Mexico. Loss or damage to Goods being shipped to or from Mexico shall be presumed to have occurred in Mexico absent clear evidence to the contrary.
Transportation or billing arrangements made by Axle or Carrier regarding freight transportation within Mexico (including but not limited to arranging for Mexican carriers, quoting through rates, billing and remitting to Mexican carriers, and or issuing through bills of lading (including Supplemental Bills of Lading) for transportation into or out of Mexico) are provided solely as a convenience for You and shall not create or impose any liability upon Axle or Carrier for any loss or damage to cargo in Mexico beyond the sole liability of Carrier (which shall not extend to Axle) under article 66 of the Federal Roads, Bridges and Federal Carrier Act (Ley de Caminos, Puentes y Autotransporte Federal) of Mexico. This measure/limit of liability applies regardless of the terms of any bill of lading, rate confirmation sheet, carta de porte, service order, delivery order or other document issued by any person related to the subject shipment. Further You agree that Your cargo is not insured and You accept that You alone shall be responsible for securing any first party cargo insurance at Your sole cost and expense to protect against loss or damage occurring on movements to or from Mexico. In no event will Axle or Carrier be liable to You or any other party for special, incidental, or consequential damages for any reason whatsoever. You are responsible for the classification of the Goods according to the parameters published by the Mexican Tax Authority. If any change in the classification of the Goods is made or You need to classify additional Goods, You must inform Axle at least 3 days prior to the shipment of those Goods. You acknowledge that any change of route, destination, type of class of Goods, as well as their quantity and/or weight, operator and/or vehicle will require a new Complement Bill of Lading. You must provide the new information to Axle sufficiently in advance of shipment and You shall bear the cost of reissuing any Bill of Lading or Supplemental Bill of Lading. You acknowledge that the Supplemental Bill of Lading and CFDIs will be issued by Carriers based on the information provided by You, and Axle shall not be responsible for the accuracy of such information. Axle will also not be responsible for any delay or any fine, cost, claim, damage or other liability (“Losses”) attributable to You providing incomplete, erroneous or inaccurate information or Your failure to provide such information in a timely manner. You will indemnify, defend, and hold Axle and Carrier harmless from any Losses arising from any failures, delay, error, omission or inaccuracy related to the information provided by You.

7. Less Than Truckload (LTL) Freight. Where Axle arranges LTL services, the following additional terms and conditions apply and supersede and control over any conflicting provisions of these Terms and

A. Tariff Applicability. You acknowledge and agree that LTL shipments will be subject to those
Carrier tariff terms applicable based upon the nature of services requested and the Goods tendered
including, without limitation, those tariff provisions required to rate shipments or adjudicate Carrier
liability for the same.

B. Cargo Claims. If less than a full truckload of Goods is being transported, Carrier liability for
loss or damage to Goods shall be subject to the lowest of $100,000 per shipment, $10 per pound times
the weight of the Goods lost or damaged, or the lowest liability provided in the National Motor Freight

8. Intermodal Services. Where Axle provides intermodal services (“Intermodal”), the following
additional terms and conditions apply and supersede and control over any conflicting provisions of these
Terms and Conditions.

A. Rail Circular Applicability. You acknowledge and agree that: (1) Intermodal Carriers provide
transportation services subject to the provisions, restrictions and limitations in their rail circulars,
including but not limited to circulars, tariffs, directories, agreements, rules, or other policies governing
intermodal transportation or required to rate shipments or adjudicate Carrier liability for the same (“Rail
Circular”), (2) the Rail Circulars address, among other matters, standards for loading, weight limits on
gross axels, blocking and bracing standards, prohibitions and restrictions on certain types of
commodities, limitations of liability, requirements for shipping hazardous materials, procedures and
limitations on cargo claims, and requirements for proper descriptions of commodities, (3) applicable
provisions of an Intermodal Carrier’s Rail Circular in effect on the date of shipment will apply to any shipments transported by that Intermodal Carrier, (4) the Rail Circulars are generally available through
the Intermodal Carrier’s website, and (5) persons and entities that use Intermodal transportation
provided by the Intermodal Carrier should be familiar with and comply with the provisions, restrictions,
and limitations of the Rail Circular. You acknowledge and agree that many Carriers do not waive their
lien and salvage rights for Intermodal shipments.

B. Cargo Liability. If Goods are being transported via Intermodal Services, the Intermodal
Carrier’s liability for loss or damage of Goods, unless otherwise agreed in writing shall be governed by
the applicable Rail Circulars. If You wish for Axle to provide assistance in recovering cargo loss or
damage from the Carrier on Your behalf, You must submit the claim to Axle for damage or loss of cargo
occurring during Intermodal transportation at least sixty (60) days before expiration of the time limit
established under the applicable Rail Circular for filing of cargo claims.

9. Drayage.

A. Quotes. Quotes as to fees, rates of duty, freight charges, insurance premiums or other
charges provided by Axle to You are for informational purposes only and are subject to change without
notice. You will be renting space in container(s) subject to charges for time period container(s) is used.

B. Per Diem, Detention, and/or Demurrage. Demurrage charges will be based on fees
designated by the rail, steamship or airline for the use of their shipping containers. All demurrage
charges must be paid in full by Customer. Detention and Per Diem charges will incur if container(s)
and/or Goods must be stored at the terminal or remains in possession of the rail, steamship or airline
beyond the set amount of free time. Axle will invoice for per diem, detention, and demurrage charges
upon receipt from the steamship line, rail yard or airline. Per diem, detention, and/or demurrage
invoices may be submitted separately to You and are due upon receipt of invoice. Penalty charges may
apply where invoices are not paid within seven (7) days of receipt. These charges shall be the sole
responsibility of You. For empty trailers and/or containers dropped off at origin for loading, free time
shall be as set forth in the underlying Carrier’s tariff or governing publication. Axle reserves up to six (6)
months after shipment is completed to invoice for per diem, detention, and/or demurrage. Processing
fees from Carriers may apply.

10. Third Parties. For certain shipments, including international, intermodal or add-on services
requested by You in addition to standard truck-load services, You authorize Axle to engage third parties where necessary to facilitate transit. Such third parties include but are not limited to freight forwarders, transload and/or warehousing services, customs brokers, etc. Axle does not assume responsibility or liability for any action(s) and/or inaction(s) of such third parties, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a freight forwarder, warehouseman or transload service. Once a freight forwarder, warehouse or transload service is in possession of Goods, all liability will be passed onto third parties. You understand that such third parties may have terms and conditions, air bills, bills of lading, waybills, tariffs that govern their services, and You agree to any such terms and conditions of such third parties. Axle may assist in facilitating any claim You assert through the third party directly, but Axle will not be held responsible for damage, loss, or delay of Goods while in the third party’s possession. You represent and warrant that You will comply with all laws and regulations applicable to You and/or any shipment or transaction hereunder, including without limitation, the United States export controls administered by the Department of State, Department of Treasury, or any other applicable authority of the United States government, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable law of similar effect, Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act, are not nationals of, organized under the laws of, registered or incorporated in, or doing business in countries subject to US economic sanctions, except as permitted by U.S. law, and are not persons, countries, entities, or programs designated by the U.S. government on the list of OFA sanctions programs or specially designated nationals or blocked persons. You will be held responsible for any additional charges, including per diem, detention or demurrage charges, incurred from freight forwarder, steamship, and/or airline.

11. Insurance.

A. First Party Cargo Insurance. Axle has no obligation to arrange for insurance on Your behalf
unless (i) You request first-party cargo insurance in writing; (ii) Axle accepts such request and provides a quote for first-party cargo insurance in writing; (iii) You confirm in writing the shipment insurance information used to quote the coverage; and (iv) You pay the insurance premium and other charges quoted by Axle. You are exclusively obligated to pay all premiums and costs associated with procuring first-party cargo insurance. First-party cargo insurance is subject to the terms and conditions of the insurance policy. Exclusions apply. Axle is not an insurance company and does not act as Your insurance broker or agent. Axle’s liability arising from or related to a request for first-party cargo insurance shall be limited to $500 per occurrence.

B. Third-Party Liability Insurance. Unless otherwise agreed in writing, the Carriers who perform
or effectuate the performance of the transportation and related services shall be contractually obligated to maintain liability insurance covering the loss of or damage to cargo in the amount of $100,000; provided, however, that Axle shall not be responsible for any Carrier’s failure to maintain such liability insurance or for the accuracy of any documentation that a Carrier furnishes to Axle evidencing said liability insurance coverage. The fact that a Carrier maintains cargo liability insurance in any amount does not mean that such Carrier accepts financial responsibility for cargo loss or damage up to the limits of its cargo liability insurance. Rather, a Carrier may limit its liability to a level below the limits of its cargo liability insurance.

12. Consequential Damages. Under no circumstances will Axle Logistics or Carrier be liable for
consequential, indirect, incidental, or punitive damages of any kind.

13. Your Obligations.

A. You are responsible for ensuring that Goods are properly and safely loaded, supported,
blocked, braced, and secured. You will be responsible for expenses arising out of any load shift that
occurs during transportation due to improper or insufficient loading, blocking, or bracing.

B. You must provide necessary shipping instructions and properly identify all Goods in the bill
of lading or other shipping instructions. Unless otherwise expressly consented to in writing by Axle, You shall not directly or indirectly tender to Axle or Carriers any of the following: shipments prohibited by law; hazardous materials of any class; regulated waste, including EPA regulated hazardous waste and medical waste; gold, bullion, silver, platinum, or other precious metals, gems or precious stones; deeds, stock certificates, securities, negotiable instruments, bank bills, bank notes, currency, traveler’s checks, stamps, or bonds; financial and/or personal identification documents including business records or passports; ivory, shark fins, animal hides, skins, or bones (inedible); human remains, fetal remains, human body parts, human embryos or components thereof; etiological agents, disease causing microorganisms; carbon black, active carbon or lamp black in all modes except TRUCKLOAD; cannabis, hemp, marijuana, and/or THC containing products; any electronic device that, through an aerosolized solution, delivers nicotine, flavor, or any other substance to the user inhaling from the device; household goods; bulk commodities; oversize or overweight shipments; coiled or rolled products; postal stamps, mail; cigarettes, or tobacco products; firearms (assembled or components), ammunition; blood or blood plasma; shipments valued in excess of $100,000; jewelry containing precious metals or stones; live animals; works of art, artifacts, museum exhibits or antiquities; slot machines and regulated gaming devices; commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation; property shipped under a bill of lading, contract or other shipping document issued by you for which you assume liability as a “carrier”; or property for which a warehouse receipt has been issued.

C. Unless You have requested that Axle Logistics arrange for a Carrier to provide driver count
services before dispatch and the Carrier performs such driver count services, You are responsible for
properly counting and recording the number of pieces transported and applying a protective seal to the loaded equipment.

D. You are responsible for checking all empty containers or trailers tendered for loading and
rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods
during transportation.

E. If You request that Axle Logistics arrange for equipment to be dropped at a location for Your
convenience and left unattended by Carrier, You and Your consignors or consignees will not lose,
damage, or misuse the equipment and You will pay for loss or damage to the equipment occurring
during or as a result of such custody, control, possession or use of the equipment.

F. If for any reason whatsoever, the consignee refuses the Goods and You refuse to give timely
direction about the disposal or redelivery of Goods rejected by the consignee, Axle Logistics may,
without further notice or demand, place the Goods in storage and/or arrange alternative transportation, including less than truckload if applicable, at Your exclusive risk and expense. Such stored Goods will be subject to a lien in favor of Axle Logistics for any charges. Axle Logistics may exercise the foregoing rights at any time after twelve (12) hours have elapsed since notification of the arrival and availability of the Goods at destination or of the consignee’s rejection of the freight. Alternatively, Axle or the underlying Carrier may sell the Goods to the highest bidder in a public or private sale in accordance with applicable law. Axle will be entitled to recover from You, and/or from the proceeds of a sale or disposal of the Goods, all costs incurred as a result of Your or the consignee’s failure to accept delivery of the Goods or to provide direction about disposal of rejected Goods, including all storage fees, equipment use charges
and costs of disposal.

G. You must comply with all applicable laws and regulations governing the safe and secure
transportation of food products that will be ultimately consumed by humans or animals (“Food
Shipments”), including those required by local, provincial, state and federal laws, regulations,
ordinances and rules including, but not limited to, the Food Safety Modernization Act (21 U.S.C. § 2201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.) (“FD&C Act”), the Sanitary Food Transportation Act (49 U.S.C. 5701, et seq.), the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations (collectively, the “Food Safety Laws”). You represent and warrant that any Food Shipments offered for transportation pursuant to the Agreement are tendered in safe condition for human or animal consumption, as applicable.

H. If a Food Shipment is covered under any of the Food Safety Laws that prohibit the sale or
distribution of unsafe or “adulterated” food, You must specify the applicable body or bodies of law,
statutes and/or regulations on face of the governing bill of lading for the shipment. At the time of
booking, and prior to loading the goods, You must further specify in the booking request and on the face of the governing bill of lading all instructions to be followed by the motor carriers to maintain the safety of the food, including, without limitation, all temperature control requirements and temperature control documentation requirements, including an operating temperature for the transportation and, when necessary, the pre-cooling phase, all sanitation requirements and sanitation documentation requirements for the Food Shipment, including those for the motor carriers’ vehicle and transportation equipment, any design specifications and cleaning procedures (“Written Instructions”). Axle will assist You in providing any Written Instructions to the motor carriers transporting Your food cargo. You, including Your consignors and consignees, shall permit the performing motor carrier to verify the temperature of Food Shipments prior to acceptance of tender and upon delivery at destination.

I. You acknowledge and agree that the definition of “adulterated” as applicable to Food
Shipments shall be that provided in the FD&C Act (21 U.S.C. §§ 342(a)(i)(4), 342(i)). In the event of apparent adulteration of any portion of a Food Shipment, You warrant that You will, at Your own
expense, obtain a reliable inspection of the Food Shipment by a qualified expert within forty-eight (48)
hours after delivery or the consignee’s rejection. You acknowledge that the Carrier will bear no liability
for Food Shipments wrongfully refused without a timely and documented determination by a qualified
expert of adulteration. You additionally acknowledge that if You fail to provide written instructions, as
required above, the Carrier will not be liable for loss or damage to Food Shipments deemed adulterated.

J. You warrant that You will not directly or indirectly interfere with, or attempt to adversely
influence, the Carrier’s safe operation of equipment including performance pursuant to the federal
hours of service regulations.

14. Hazardous Materials. You must provide Axle Logistics with advance notice of the proposed
shipment of any hazardous material, as defined in 49 U.S.C. §5101, et seq. (“Hazardous Material”) and
provide a copy of the Material Safety Data Sheet for that Hazardous Material. You shall not tender
Hazardous Materials unless expressly consented to in writing by Axle. You will indemnify, defend and
hold harmless Carriers and Axle Logistics, their officers, employees, agents and insurers, against all
claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to, or
release of any Hazardous Material, including without limitation fines or expenses relating to the removal
or treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous
Material under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§9601, e seq. as amended (“CERCLA”), The Resource Conservation and Recovery Act, 42 U.S.C. §6901, et
seq, as amended (“RCRA”) or any comparable state law.

15. Co-Brokerage Services. If You are a property broker or freight forwarder that is utilizing Axle to arrange for transportation of cargo on behalf of Your shipper or receiver customers, then You represent and warrant that You: (a) will at all times hold valid operating authority from the FMCSA as a property broker or freight forwarder, as applicable; (b) will at all times maintain the surety bond or trust fund required by the FMCSA to perform its services; (c) will immediately notify Axle in writing if Your operating authority is suspended or revoked, or if Your surety bond / trust fund expires or is otherwise impaired; (d) will at all times operate in compliance with all applicable laws, regulations, and rules; and (e) have the legal authority to ship the Goods that you tender and to contract with Axle for services relating to the cargo. You shall be responsible for payment to Axle as set forth in these Terms and Conditions, regardless of whether You receive payment from Your customer.

16. Indemnification. You must defend, indemnify and hold Axle Logistics, Axle Logistics’ employees and agents, and Carriers harmless against any losses caused by or resulting from (i) Your or Your employees’ or agents’ negligence or intentional misconduct, (ii) Your breach of these Terms and Conditions, or (iii) Your or Your employees’ or agents’ violation of applicable laws or regulations. You shall also indemnify Axle Logistics from any attempts to recover from Axle Logistics by Your insurance carrier or any other party in regards to claims for loss, damage, or delay to Goods. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.

17. Information Systems. Any management information system or computer hardware or software
used or supplied by Axle Logistics in connection with the Services is and will remain Axle Logistics’
exclusive property. All management information systems and related computer software and
documentation used or supplied by Axle Logistics are proprietary to Axle Logistics, and You will treat all
such systems as confidential and not copy, use, or disclose them to third parties without Axle Logistics’
prior written consent, except as required by law.

18. Jurisdiction and Venue

A. These Terms and Conditions are governed by and construed in accordance with the
applicable federal laws of the United States, or, alternatively, and depending on jurisdiction, the laws of the State of Tennessee.

B. The parties agree to jurisdiction and venue in a United States Federal District Court located
in Knox County, Tennessee, or if federal jurisdiction is not available, then in a State Court located in Knox County, Tennessee.

19. Force Majeure. If performance by one Party is affected by any condition beyond the reasonable
control of such Party, including but not limited to: an act or threatened act of God, strike or labor
disturbance, pandemic or public health emergency, act of the public enemy, war, terrorism, invasion,
insurrection, riot, protest, civil unrest, fire, storm, flood, ice, earthquake, natural disaster, explosion,
epidemic, disease, closure of public roads; a cyber attack, data breach, identity theft, theft, or any other
fraudulent or criminal act by a third party; an order or act by a governmental authority, any other cause or causes beyond such party’s reasonable control, the performance of obligations under the Terms and Conditions (other than Your obligation to pay for services performed) affected by such condition will be suspended during the continuance of such condition. The Carriers engaged by Axle Logistics will be permitted an extension period equal to the period of suspension in order to complete shipments adversely affected by the suspension. Neither Party will incur any liability for damages resulting from such suspensions.

20. Notice. Any notices and other communications required or permitted under the Terms and
Conditions must be in writing and be (1) delivered personally, (2) sent by facsimile or e-mail
transmission if confirmed by notice sent by one of the other notice methods permitted in this
paragraph, (3) sent by nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to Axle Logistics at the following addresses (or at such other addresses as are specified by like notice):

Axle Logistics, LLC
Attn: Legal Dept.
835 N. Central Street
Knoxville, TN 37902

All such notices and other communications will be deemed to have been given and received (1) in the
case of personal delivery, on the date of such delivery, (2) in the case of facsimile or e-mail transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.

21. Confidentiality.

A. As part of the business relationship between You and Axle Logistics, either Party may be in
or come into possession of information or data that constitutes trade secrets, know-how, confidential
information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other (“Confidential Information”). In consideration of the receipt of such Confidential Information and potential business, each Party agrees to protect and maintain such Confidential Information in the
utmost confidence, to use such Confidential Information solely in connection with their business
relationship, and, to take all measures reasonably necessary to protect the Confidential Information.

B. You agree that Axle Logistics’ costs for services is confidential and need not be disclosed to
You. You specifically waive any rights You may have under 49 CFR § 371.3.

C. Notwithstanding anything to the contrary, you acknowledge that Axle may access, disclose,
or allow third-parties access to the data, information, or content you provide to Axle to comply with the law or to respond to requests or legal processes.

22. Assignment. Neither Party may assign or transfer these Terms and Conditions, in whole or in part, without the prior written consent of the other Party.

23. 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 of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of these Terms and
Conditions for any reason.

24. 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.

25. Entire Agreement. These Terms and Conditions constitute the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements,
promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. The parties also intend that these Terms and Conditions may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing. You understand that these Terms are subject to change. You are bound by the most current Terms which are posted on Axle’s website at https://axlelogistics.com/terms-and-conditions/. You agree that the posted Terms on Axle’s website on the date of a shipment will apply to that shipment and govern the parties’ obligations.