Property Broker Terms and Conditions of Service

1. Application; Definitions

1.1Application. These Terms and Conditions of Service (these “Service Terms”) govern the arrangement of transportation and related logistics services (“Services”) by Prodigee Logistics LLC (“Broker”) at the request of the person or entity tendering goods for such Services (“Customer”). Broker acts solely as a property broker, as defined at 49 U.S.C. § 13102(2), and not as a motor carrier. No designation of Broker as “carrier” on any bill of lading or other shipping document will change Broker’s status. Customer accepts these Service Terms by tendering Goods to Broker for Services, by executing a credit application or other written document that incorporates these Service Terms by reference, or by requesting or accepting Services after Broker has made these Service Terms available as described in Section 1.2, whichever occurs first.

1.2Posting; Amendment. Broker will post the current version of these Service Terms at www.prodigeelogistics.com and will provide a copy to Customer upon request. Broker may revise these Service Terms from time to time by posting the revised version at that address. The version of these Service Terms in effect on the date a shipment is tendered governs that shipment. These Service Terms apply except to the extent expressly superseded, as to the subject matter addressed, by a separate transportation agreement signed by an authorized representative of Broker; where such an agreement is silent, these Service Terms shall apply.

1.3Definitions. “Carrier” or “Servicing Carrier” means the motor, rail, ocean, or air carrier actually performing transportation arranged by Broker. “Claims” means all liabilities, losses, costs, and expenses (including reasonable attorney’s fees) arising from loss, damage, delay, or injury connected with the Services. “Goods” means the cargo tendered for transportation, including packaging and pallets. “Qualified Servicing Carrier” means a Servicing Carrier that, at the time Broker tenders a shipment to it, (a) holds active operating authority issued by the FMCSA (or equivalent foreign authority) that is not suspended, revoked, or subject to an out-of-service order; (b) does not carry a Conditional or Unsatisfactory FMCSA safety rating; and (c) maintains the insurance coverage described in Section 7.

2. Compliance with Law; Customer Warranties

2.1Customer warrants that it owns the Goods or is authorized to act on the owner’s behalf and to bind the owner, any consignor, consignee, or other interested party to these Service Terms.

2.2Customer will provide complete, accurate, and timely information regarding the Goods, including weight, dimensions, commodity description, and any hazardous, temperature-sensitive, or high-value characteristics, sufficiently in advance for Broker to arrange appropriate transportation. Customer is solely responsible for proper packaging appropriate for safely loading, blocking, bracing, and securing of the Goods.

2.3Customer will comply with all applicable laws, including customs, import/export, and hazardous-materials regulations, and will obtain all permits and licenses required for the shipment.

3. Rates, Invoicing and Payment

3.1Customer will pay the rates and charges set forth in the applicable rate confirmation or Broker’s invoice, plus accrued accessorial charges, without offset or deduction, within thirty (30) days of the invoice date.

3.2Unpaid balances accrue interest at one and one-half percent (1.5%) per month (18% per annum). Customer is responsible for Broker’s reasonable collection costs and attorney’s fees incurred by Broker in connection with delinquent account balances.

3.3Customer must notify Broker in writing of any dispute regarding an invoice within thirty (30) days of the invoice date. Failure to do so renders the invoice final and non-disputable.

3.4Broker will invoice Customer for a shipment within twelve (12) months of the date of delivery.

4. Liability Allocation

4.1Broker’s function is to select and engage a Qualified Servicing Carrier to perform the transportation Customer requests. Broker’s liability, if any, for loss, damage, delay, or injury arising in connection with the Services is limited to loss, damage, delay, or injury directly and proximately caused by Broker’s own negligence as adjudicated by a court or tribunal of competent jurisdiction.

4.2Broker has no liability, under any theory, including agency, vicarious liability, joint venture, apparent authority, negligent entrustment, or non-delegable duty, for loss, damage, delay, or injury caused by the independent negligent acts or omissions of a Servicing Carrier that was a Qualified Servicing Carrier at the time of tender. Once Broker has engaged a Qualified Servicing Carrier, that carrier has sole and exclusive control over the manner of performance, including the operation of its vehicles and equipment, the conduct of its drivers, and the handling of the Goods, and Customer’s recourse for loss, damage, or delay arising from that carrier’s own conduct lies against the carrier and its insurer. None of the following shall constitute an exercise of control over a Servicing Carrier’s operations: (a) communicating a requested pickup or delivery window; (b) requesting a status or location update; (c) requiring the use of tracking or electronic logging technology, consistent with Section 4.7; (d) providing advisory routing information that the Servicing Carrier remains free to disregard; (e) specifying the type of equipment or handling required for the Goods; or (f) reviewing a Servicing Carrier’s on-time and service performance after the fact.

4.3Where Broker’s negligence under Section 4.1 has been adjudicated, Broker’s liability is limited to the lesser of (a) the actual repair or replacement cost of the Goods, or (b) the transportation charges paid by Customer with respect to the shipment giving rise to the claim, subject to a maximum of $25,000 per occurrence.

4.4Broker will additionally have no liability for loss, damage, delay, or shortage caused by: (a) improper packaging by Customer or loading, blocking, or bracing by a Servicing Carrier; (b) inherent vice or defect in the Goods; (c) force majeure events described in Section 8; or (d) acts or omissions of Customer or its agents.

4.5Customer acknowledges that a Servicing Carrier separately limits its own liability for cargo loss under the Carmack Amendment, its applicable tariff, or its own bill of lading. Broker’s sole obligation with respect to a Servicing Carrier’s liability is to facilitate the filing of a cargo damage claim against that Servicing Carrier upon Customer’s request.

4.6These Service Terms, together with any rate confirmation or load confirmation issued by Broker, constitute Broker’s entire undertaking to Customer with respect to the Services. No other communication, including any marketing material, website content, sales presentation, proposal, mobile application or platform description, or oral statement by any Broker employee or agent, expands, modifies, or creates any duty or undertaking of Broker beyond Sections 4.1 and 4.2, and Customer will not rely on any such other communication in engaging Broker or in evaluating Broker’s scope of responsibility for the Services.

4.7Broker’s provision of shipment-tracking, ELD data access, or in-transit visibility tools, whether provided directly or through a third-party platform, is for informational convenience only. It does not constitute the exercise of control over, or the assumption of responsibility for, the route, schedule, or manner of a Servicing Carrier’s performance, regardless of the frequency or duration with which Broker or Customer accesses or uses such tools.

4.8Customer will not identify or designate Broker as the “carrier,” “motor carrier,” or any equivalent term on any bill of lading, delivery receipt, or other shipping document prepared in connection with the Services. If Broker is nonetheless so identified on any such document, whether through Customer’s preparation, a Servicing Carrier’s preparation, or otherwise, that designation is deemed to be solely for the administrative convenience of the party who prepared the document, does not reflect Broker’s actual role in the transportation, and does not change, waive, or otherwise affect Broker’s status under these Service Terms as a property broker rather than a carrier. Customer will, upon Broker’s request, promptly correct or reissue any shipping document that misidentifies Broker’s role.

4.9Customer acknowledges that Broker’s scheduling communications and delivery-window requests, whether directed to Customer or relayed to a Servicing Carrier, are not intended to, and will not be construed to, require a Servicing Carrier or its driver to violate hours-of-service or other applicable federal safety regulations. If a Servicing Carrier notifies Broker that a scheduled pickup or delivery cannot be completed without such a violation, Customer will accommodate a reasonable adjustment to the schedule upon Broker’s request, and Broker will have no liability for a resulting delay.

5. Claims Handling

5.1Customer must submit a written claim for loss, damage, delay, or shortage within ninety (90) days of the delivery date (or scheduled delivery date, if the shipment was not delivered), accompanied by supporting documentation (bill of lading, invoice, photographs, and inspection reports, as applicable).

5.2Any lawsuit against Broker arising from loss, damage, delay, or shortage to Goods must be commenced within one (1) year of the date the claim is denied, in whole or in part.

5.3Visible damage must be noted on the delivery receipt at the time of delivery; concealed damage must be reported in writing within five (5) business days of delivery.

5.4Customer may not withhold, deduct, or setoff any amount from an invoice otherwise due to Broker on account of a pending or disputed cargo claim or an invoice dispute.

6. Indemnification

6.1Customer will defend, indemnify, and hold harmless Broker from all Claims arising from (a) Customer’s breach of these Service Terms, (b) the negligence or misconduct of Customer or its agents, (c) Customer’s violation of applicable law, or (d) Broker’s compliance with Customer’s instructions, except, in each case, to the extent the Claim is caused by Broker’s own negligence or willful misconduct.

6.2Broker will defend, indemnify, and hold harmless Customer from Claims directly and proximately caused by Broker’s negligence or willful misconduct in performing its obligations under these Service Terms, excluding consequential, punitive, or special damages.

6.3As between Broker and Customer, Broker’s financial responsibility for any Claim asserted by a third party against both Broker and Customer arising from the same occurrence is limited to Broker’s own proportionate share of fault, as apportioned by a trier of fact, settlement, or applicable comparative-fault or contribution law. If Broker pays a third party an amount in satisfaction of such a Claim in excess of that share, Customer will reimburse Broker for the excess attributable to Customer. This Section 6.3 governs only the allocation of financial responsibility between Broker and Customer.

7. Insurance

7.1Before tendering Customer’s Goods to a Servicing Carrier, Broker will confirm that the carrier (a) holds active FMCSA operating authority that is not suspended, revoked, or subject to an out-of-service order; (b) does not carry a Conditional or Unsatisfactory FMCSA safety rating; and (c) maintains a current certificate of insurance reflecting at least $100,000 in cargo liability coverage and $750,000 in combined general/auto liability coverage. Broker has no duty to audit the underlying insurance policy for exclusions or endorsements beyond confirming the certificate is current and reflects these minimums, and no duty to conduct an ongoing review of a carrier’s safety performance beyond confirming the absence of a disqualifying rating or order at the time of tender.

7.2Customer is responsible for maintaining its own property insurance on the Goods, and may request that Broker arrange excess or all-risk cargo coverage for a specific shipment, at additional cost, upon at least seventy two (72) hours’ advance written request, which Broker may, in its sole discretion, decline with or without reason.

8. Force Majeure

8.1Neither Broker nor any Servicing Carrier will be liable for delay or failure to perform caused by fire, weather, act of God, strike, war, terrorism, embargo, governmental action, or other cause beyond the reasonable control of the affected party. The affected party will provide notice within a reasonable time.

9. Intermodal / Rail Addendum

9.1If any portion of the Services is performed by rail, the applicable rail carrier’s published tariffs, rules, and intermodal circulars (“Rail Conditions”) govern that portion of the transportation, and Customer will comply with the Rail Conditions, including loading, blocking, and bracing requirements under the AAR Intermodal Loading Guide.

10. Lien

10.1Broker has a general lien on the Goods and related documents for all unpaid charges owed by Customer, whether related to the shipment in question or to prior shipments.

11. Servicing-Carrier Non-Solicitation

11.1Customer will not directly solicit rates or services from any Servicing Carrier first introduced to Customer through Broker’s efforts for a period of twelve (12) months following the date that carrier was last engaged on Customer’s behalf. A breach is remedied by Customer’s liability for Broker’s actual damages.

12. Severability; Non-Waiver

12.1If any provision of these Service Terms is held invalid or unenforceable, the remaining provisions remain in full force. No delay or failure to enforce any provision waives that provision.

13. Governing Law and Forum

13.1These Service Terms are governed by the law of the State of Idaho, without regard to conflict-of-laws principles. Any dispute will be brought in the state or federal courts located in Ada County, Idaho, and each party consents to personal jurisdiction there.

14. Limitation of Actions

14.1Except for cargo claims governed by Section 5, any action against Broker, whether in contract or tort, must be commenced within two (2) years of the date the conduct giving rise to the claim occurred.

15. Confidentiality

15.1During the course of this relationship, each party may receive information from the other that is proprietary or confidential, including pricing, rates, margins, customer or carrier identities, shipment volumes, routes, and business plans (“Confidential Information”). Each party will hold the other’s Confidential Information in confidence, will not disclose it to any third party other than its employees, agents, and advisors who need to know it to perform this arrangement, and will use it only for purposes of this arrangement.

15.2Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party before disclosure, is independently developed without use of the other party’s Confidential Information, or is required to be disclosed by law or legal process, provided the disclosing party gives the other party prompt notice of the requirement where legally permitted to do so.

15.3This Section 15 survives termination of these Service Terms for two (2) years.

16. Hazardous Materials and Dangerous Goods

16.1Customer will not tender any Goods that constitute hazardous materials or dangerous goods, as defined by applicable federal, state, or international law or regulation, without first providing Broker complete written particulars of the Goods, including the applicable hazard classification and a current safety data sheet.

16.2Broker or a Servicing Carrier may refuse to accept, or may impose an additional charge for, any shipment containing hazardous materials or dangerous goods. Broker has no duty to review Customer’s shipping instructions or documentation to classify a commodity as a hazardous material or to verify that a commodity has been properly classified; that responsibility rests with Customer.

16.3Where a shipment involves hazardous materials, Broker will select only a Servicing Carrier that holds the operating authority, registrations, and permits required to transport that class of material, and Customer will ensure that the Goods are properly classified, packaged, marked, labeled, and documented in accordance with applicable law.

16.4Customer will defend, indemnify, and hold harmless Broker from any Claim arising from Customer’s failure to comply with this Section 16, including any Claim arising from Customer’s failure to disclose the hazardous nature of the Goods or to properly classify, package, mark, or label them.

16.5Goods that become, or are reasonably believed by Broker or a Servicing Carrier to have become, a hazard during transportation may be unloaded, stored, disposed of, or rendered harmless at Customer’s expense and without liability to Broker.

17. No Third-Party Beneficiaries

17.1These Service Terms are for the sole benefit of Broker and Customer. Except as these Service Terms expressly provide otherwise, no other person or entity, including any consignor, consignee, insurer, or Servicing Carrier, has any right or remedy under these Service Terms, whether as a third-party beneficiary or otherwise.

18. Contract Carriage Election

18.1These Service Terms are entered into pursuant to 49 U.S.C. § 14101(b). To the extent any provision of these Service Terms is inconsistent with Subtitle IV, Part B of Title 49 of the United States Code, Broker and Customer expressly waive any right and remedy under that Part to the extent of the inconsistency.

19. Credit Service Terms

19.1Broker may extend credit to Customer in its sole discretion, may decline to extend credit for any reason, and may require prepayment, a deposit, or other security as a condition of providing Services.

19.2If Customer breaches, or Broker reasonably believes Customer is about to breach, any payment obligation under these Service Terms, Broker may, without liability to Customer, suspend Services, require prepayment for further shipments, or revise Customer’s credit Service Terms.

20. Disclaimer of Warranties; Limitation of Damages

In no event will Broker be liable for indirect, special, incidental, consequential, or punitive damages, including lost profits, regardless of whether Broker had notice of the possibility of such damages. The Services are provided “as is,” without warranties of any kind, express or implied, except as expressly stated in these Service Terms.