Last Updated: August 2026   |   Freight Brokerage & Logistics Management

833-HAULRUN (833-428-5786)   |   Contact@freightsllc.com

IMPORTANT LEGAL NOTICE — PLEASE READ CAREFULLY

These Terms and Conditions of Service (“Agreement”) constitute a legally binding contract between Freights LLC and all Shippers, Carriers, and business partners who access or utilize the services provided by Freights LLC. By tendering a shipment, accepting a load, executing a rate confirmation, or otherwise engaging with Freights LLC in any capacity, all parties acknowledge that they have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

TABLE OF CONTENTS

1. Introduction & Acceptance of Terms
2. Definitions
3. Services Provided
4. Shipper Responsibilities
5. Carrier Responsibilities
6. Rates, Payment Terms & Invoicing
7. Cargo Claims & Liability
8. Hazardous Materials
9. Temperature-Controlled & Refrigerated Freight
10. Pharmaceutical & Food Grade Freight
11. Confidentiality
12. Indemnification
13. Insurance Requirements
14. Force Majeure
15. Dispute Resolution & Governing Law
16. Amendments & Updates
17. Contact Information

1. INTRODUCTION & ACCEPTANCE OF TERMS

1.1 Parties Subject to Agreement. These Terms and Conditions of Service (“Terms”) govern the relationship between Freights LLC, a licensed freight brokerage company (“Broker”), and all individuals, corporations, partnerships, limited liability companies, and other legal entities (“Parties”) who engage Freights LLC in any capacity, including but not limited to shippers who tender cargo for transport, motor carriers and independent contractors who accept load tenders, consignees who receive freight, and all business partners and affiliates who interact with Freights LLC in a commercial capacity.

1.2 Acceptance of Terms. By tendering a shipment to Freights LLC, accepting a load assignment or rate confirmation issued by Freights LLC, accessing or using any services offered by Freights LLC, executing any contract, rate agreement, or carrier agreement with Freights LLC, or otherwise engaging with Freights LLC for commercial transportation or logistics services, each Party expressly acknowledges and agrees to be fully and unconditionally bound by these Terms and Conditions, along with any applicable rate confirmations, carrier agreements, shipper agreements, and all documents incorporated herein by reference.

1.3 Electronic Acceptance. Electronic communication, digital signatures, email confirmations, and electronic data interchange (EDI) transmissions shall constitute valid and legally binding acceptance of these Terms to the same extent as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.

1.4 Supersession of Prior Agreements. These Terms and Conditions supersede and replace all prior negotiations, representations, warranties, and agreements between the Parties, whether written or oral, relating to the subject matter herein. Any conflicting terms contained in a Shipper’s or Carrier’s standard forms, purchase orders, bills of lading, or other standard documentation shall be void and of no legal effect unless expressly agreed to in writing by an authorized representative of Freights LLC.

1.5 Continued Use. Continued use of or engagement with Freights LLC services following any modification or amendment to these Terms shall constitute acceptance of the revised Terms. It is the responsibility of all Parties to review these Terms periodically for updates.

2. DEFINITIONS

For the purposes of these Terms and Conditions, the following terms shall have the meanings ascribed to them below:

3. SERVICES PROVIDED

3.1 Scope of Brokerage Services. Freights LLC operates exclusively as a licensed property freight broker registered with the FMCSA (MC Number on file). In this capacity, Freights LLC arranges for the transportation of freight by connecting Shippers with qualified, licensed motor Carriers. Freights LLC does not itself transport freight, operate commercial motor vehicles, or take physical possession, custody, or control of any cargo at any time.

3.2 Broker Role — Not a Carrier. The Parties expressly acknowledge and agree that Freights LLC is acting solely as a freight broker and not as a motor carrier, co-carrier, or freight forwarder. Freights LLC shall not be liable for loss, damage, or delay of Freight in transit, except as expressly set forth in Section 7 of these Terms. All transportation services are performed by independent third-party Carriers who bear sole and primary liability for cargo in their possession and control.

3.3 Service Types Offered. Freights LLC arranges transportation services across the following service categories, subject to availability, regulatory compliance, and applicable Rate Confirmations:

(a) Full Truckload (FTL) — Dedicated truckload shipments utilizing the full capacity of a trailer for a single Shipper;

(b) Less Than Truckload (LTL) — Consolidated shipments where multiple Shippers share trailer space based on freight weight, dimensions, and freight class;

(c) Refrigerated / Reefer Transport — Temperature-controlled transportation for perishable goods, food products, pharmaceuticals, and other temperature-sensitive commodities;

(d) Flatbed Transport — Open-deck transportation for oversized, heavy, or non-stackable cargo;

(e) Heavy Haul — Specialized transportation for over-dimensional and overweight loads requiring permits and escort services;

(f) Hazardous Materials (HazMat) Transport — Transportation of regulated hazardous substances in compliance with 49 CFR Parts 100–185;

(g) Pharmaceutical Freight — GDP/GMP-compliant transportation of pharmaceutical products, medical devices, and life sciences cargo;

(h) Food & Meat Transport — HACCP-compliant food-grade and protein freight transportation;

(i) Intermodal Transport — Coordinated transportation utilizing multiple modes including rail, truck, and ocean freight;

(j) Expedited Freight — Time-critical transportation services with accelerated delivery schedules;

(k) Specialized Equipment — Freight requiring non-standard trailers or equipment configurations; and

(l) Oversized / Overweight Loads — Loads exceeding standard legal weight and dimension limits, requiring state permits and pilot car coordination.

3.4 Carrier Selection. Freights LLC shall exercise commercially reasonable efforts in selecting qualified Carriers. Carrier selection criteria includes, without limitation, FMCSA authority status, safety rating, insurance coverage, and operational history. However, Freights LLC makes no warranty or guarantee regarding Carrier performance, safety, or reliability beyond its reasonable selection and monitoring obligations as a licensed broker.

3.5 Certifications & Compliance. Freights LLC maintains the following certifications and compliance designations: FMCSA Licensed Freight Broker; C-TPAT (Customs-Trade Partnership Against Terrorism) Certified; HACCP Compliant; 49 CFR HazMat Certified; GDP/GMP Pharmaceutical Freight Certified; and ISO Certified. These certifications reflect Freights LLC’s ongoing commitment to regulatory compliance, cargo security, and operational excellence.

4. SHIPPER RESPONSIBILITIES

4.1 Accurate Cargo Description. The Shipper shall provide Freights LLC with a complete, accurate, and truthful description of all Freight to be transported, including but not limited to: commodity name and description; National Motor Freight Classification (NMFC) class; total weight (gross and net); dimensions (length, width, height); piece count and packaging type; declared value; and any special handling instructions. Any misrepresentation, omission, or inaccuracy in the cargo description shall render the Shipper solely liable for any resulting damages, additional charges, fines, penalties, or losses incurred by any Party.

4.2 Proper Packaging and Labeling. The Shipper shall ensure that all Freight is properly packaged, secured, blocked, braced, and labeled in a manner suitable to withstand the ordinary hazards of interstate transportation. All packaging must comply with applicable federal, state, and local regulations, as well as carrier requirements. Freights LLC and the Carrier shall bear no liability for damage arising from inadequate packaging or improper securing of Freight by the Shipper.

4.3 Hazardous Materials Disclosure. If any Freight contains or constitutes Hazardous Materials as defined under 49 CFR Parts 100–185, the Shipper shall:

(a) Disclose the HazMat nature of the cargo to Freights LLC prior to tendering the shipment;

(b) Provide all required shipping papers, Safety Data Sheets (SDS), and emergency response information;

(c) Ensure all HazMat is properly packaged, labeled, marked, and placarded in accordance with 49 CFR;

(d) Certify compliance with all applicable HazMat regulations on the Bill of Lading; and

(e) Accept full and exclusive liability for any fines, penalties, damages, or costs resulting from failure to disclose or properly prepare HazMat shipments.

4.4 Food Safety and Temperature Requirements. For Food & Meat Transport or any food-grade shipment, the Shipper shall: ensure all food products are properly packaged and meet applicable FDA, USDA, and FSMA requirements; pre-cool products to the required temperature prior to loading; provide written temperature specifications and set-point requirements; ensure the trailer or container has been inspected and found suitable for food-grade transportation prior to loading; and notify Freights LLC of any special temperature requirements, allergen concerns, or food safety protocols applicable to the shipment.

4.5 Pharmaceutical Freight Handling Requirements. For pharmaceutical or life sciences shipments, the Shipper shall: confirm that all pharmaceutical products meet applicable GDP/GMP standards for transportation; provide written temperature, humidity, and handling specifications; supply required chain-of-custody documentation and any cold chain monitoring requirements; ensure all packaging meets applicable USP, FDA, or international pharmaceutical transport standards; and notify Freights LLC in writing of any controlled substance designations, DEA scheduling, or special regulatory requirements applicable to the shipment prior to tender.

4.6 Shipper-Load-and-Count. Where Freight is loaded by the Shipper and sealed prior to Carrier pickup (Shipper Load and Count — “SL&C”), the Carrier’s notation of “SL&C” or “said to contain” on the Bill of Lading shall not constitute evidence of the condition or quantity of the Freight loaded. The Shipper assumes full responsibility for the accuracy of the piece count and loading condition in such circumstances.

4.7 Timely Tender. The Shipper shall tender Freight for pickup at the agreed-upon date, time, and location as specified in the Rate Confirmation or load order. Failure to have Freight available for pickup at the scheduled time may result in detention charges, load cancellation fees, or other accessorial charges as set forth in Section 6.

5. CARRIER RESPONSIBILITIES

5.1 Licensing and Authority. All Carriers engaged by Freights LLC must maintain, at all times during the term of their engagement, valid and active operating authority issued by the FMCSA, a valid USDOT number, and all required state and local permits and licenses. Carriers must maintain a satisfactory or conditional safety rating (not “Unsatisfactory”) with the FMCSA. Freights LLC reserves the right to refuse to tender loads to any Carrier that fails to maintain required authority or whose safety rating falls below acceptable standards.

5.2 Minimum Insurance Requirements. Carriers must maintain the following minimum insurance coverage at all times and must name Freights LLC as a Certificate Holder:

(a) Auto Liability Insurance: Minimum of $1,000,000 per occurrence for bodily injury and property damage;

(b) Cargo Insurance: Minimum of $100,000 per occurrence for cargo loss and damage;

(c) General Liability Insurance: Minimum of $1,000,000 per occurrence as applicable;

(d) Workers’ Compensation Insurance: As required by applicable state law;

(e) HazMat Insurance: Minimum of $5,000,000 per occurrence for Carriers transporting Hazardous Materials, as required by 49 CFR § 387.9; and

(f) Additional coverage as may be required by applicable law, specific load requirements, or Shipper specifications.

5.3 FMCSA Compliance. Carriers shall comply with all applicable federal, state, and local laws and regulations governing the operation of commercial motor vehicles, including but not limited to: Hours of Service (HOS) regulations under 49 CFR Part 395; Electronic Logging Device (ELD) mandate under 49 CFR Part 395.8; Federal Motor Vehicle Safety Standards (FMVSS); Drug and Alcohol Testing requirements under 49 CFR Part 382; and all applicable FMCSA safety regulations.

5.4 HazMat Certification. Carriers transporting Hazardous Materials must maintain a valid HazMat Registration with the FMCSA (where required under 49 CFR § 107.601), ensure all drivers transporting HazMat are properly trained and certified in accordance with 49 CFR Part 172 Subpart H, carry all required placards, emergency response information, and shipping papers in the vehicle cab, and comply with all routing requirements for HazMat transportation under 49 CFR Part 397.

5.5 Temperature Control Compliance. For refrigerated or temperature-controlled loads, Carriers shall: pre-cool the trailer or container to the required set-point temperature prior to loading; maintain the required temperature throughout transit without interruption; operate and maintain all refrigeration equipment in proper working order; provide temperature monitoring records and download data upon request; and notify Freights LLC immediately in the event of any refrigeration malfunction or temperature excursion.

5.6 On-Time Pickup and Delivery. Carriers shall perform pickup and delivery in accordance with the dates, times, and locations specified in the applicable Rate Confirmation. Carriers shall promptly notify Freights LLC of any anticipated delay, change in estimated arrival time, or inability to meet scheduled pickup or delivery appointments. Failure to provide timely notification of delays may result in financial penalties, charge-backs, or disqualification from future load assignments.

5.7 Equipment Standards. Carriers shall tender equipment that is clean, dry, structurally sound, free of odors, pests, or contaminants, and suitable for the type of Freight to be transported. For food-grade loads, equipment must meet all applicable FDA, FSMA, and USDA standards. Freights LLC and the Shipper reserve the right to inspect and reject any equipment deemed unsuitable prior to loading.

5.8 Subcontracting Prohibited. Carriers shall not re-broker, subcontract, assign, or transfer any load accepted from Freights LLC to another carrier or transportation provider without the express prior written consent of Freights LLC. Unauthorized double-brokering is a material breach of this Agreement and may result in immediate termination, withholding of payment, and pursuit of legal remedies.

6. RATES, PAYMENT TERMS & INVOICING

6.1 Rate Agreements. All freight rates shall be agreed upon in writing prior to the execution of a load, as documented in a Rate Confirmation signed or electronically acknowledged by both Freights LLC and the Carrier (or confirmed via Shipper Agreement for Shipper-side billing). Verbal rate agreements shall not be binding unless subsequently confirmed in writing. Rates are specific to the load and shall not be modified after execution of the Rate Confirmation without the written consent of all Parties.

6.2 Carrier Payment Terms. Freights LLC shall remit payment to Carriers on Net Thirty (30) day payment terms from the date of receipt of a complete and correct invoice package, unless alternative terms are expressly agreed upon in writing. A complete invoice package shall consist of: (a) a signed original or electronic Rate Confirmation; (b) a signed proof of delivery (POD) or Bill of Lading bearing the consignee’s signature; and (c) any additional documentation required for specialized loads (temperature logs, HazMat documentation, etc.).

6.3 Invoice Requirements. All Carrier invoices must include the following information to be considered complete for payment processing:

(a) Freights LLC load number or reference number;

(b) Carrier’s USDOT number and MC number;

(c) Pickup and delivery dates and locations;

(d) Total agreed-upon freight charges and itemized breakdown of any accessorial charges;

(e) Carrier’s remittance information (name, address, bank information for ACH); and

(f) Signed POD/BOL and any other required supporting documents.

6.4 Fuel Surcharges. Fuel surcharges, where applicable, shall be calculated in accordance with the fuel surcharge schedule agreed upon in the Rate Confirmation or applicable carrier agreement. Fuel surcharges are subject to change based on the U.S. Department of Energy (DOE) weekly retail on-highway diesel fuel price index unless otherwise contractually fixed. Any applicable fuel surcharge shall be itemized separately on all invoices.

6.5 Detention Charges. Detention time shall begin to accrue when a Carrier has been waiting at a shipper’s or consignee’s facility for a period exceeding two (2) hours beyond the scheduled appointment time, provided that the Carrier has checked in with facility personnel upon arrival and has documented the waiting time. Detention rates shall be as specified in the applicable Rate Confirmation. Carriers must notify Freights LLC of pending detention charges prior to departure from the facility and obtain written authorization from Freights LLC before invoicing for detention. Freights LLC shall make commercially reasonable efforts to collect detention charges from the Shipper on the Carrier’s behalf but makes no guarantee of collection.

6.6 Accessorial Charges. Any accessorial charges not specified in the original Rate Confirmation (including but not limited to liftgate service, inside delivery, redelivery, layover, TONU — Truck Ordered Not Used, lumper fees, and scale tickets) must be pre-authorized in writing by Freights LLC prior to service being rendered. Unauthorized accessorial charges may be disputed or denied. Freights LLC reserves the right to dispute any accessorial charges it deems unreasonable or not pre-authorized.

6.7 Payment Disputes. Any payment dispute must be raised in writing within thirty (30) days of the invoice date. Failure to dispute an invoice within this period shall constitute acceptance of the charges as invoiced. Disputed amounts shall be handled in accordance with Section 15 (Dispute Resolution) of these Terms.

6.8 Set-Off Rights. Freights LLC reserves the right to set off any amounts owed by a Carrier to Freights LLC (including cargo claims, fines, penalties, or overpayments) against amounts owed by Freights LLC to such Carrier, provided that Freights LLC provides written notice of the set-off and the basis therefor.

7. CARGO CLAIMS & LIABILITY

7.1 Claim Filing Procedures. All cargo claims for loss, damage, or delay must be filed in writing with the responsible Carrier and with Freights LLC within nine (9) months from the date of delivery (or, in the case of non-delivery, within nine (9) months from the date the delivery was expected), in accordance with 49 U.S.C. § 14706 (Carmack Amendment). Claims filed after this period shall be time-barred and will not be processed.

7.2 Required Documentation for Claims. All cargo claims must be accompanied by the following documentation at the time of filing:

(a) Original or copy of the signed Bill of Lading;

(b) Original or copy of the delivery receipt or POD with notations of damage or shortage;

(c) Original commercial invoice or purchase order establishing the value of the cargo;

(d) Photographs of damaged cargo and packaging;

(e) Packing list and/or inspection report; and

(f) Any repair estimates or salvage documentation, as applicable.

7.3 Carmack Amendment. Motor Carrier liability for loss or damage to interstate Freight is governed by the Carmack Amendment, 49 U.S.C. § 14706. Under the Carmack Amendment, the Carrier is liable for the actual loss or injury to the property, subject to applicable limitations of liability. Carriers shall not limit their liability below the levels established by federal law without the express written consent of the Shipper obtained prior to shipment.

7.4 Broker’s Limited Liability. As a licensed freight broker and not a carrier, Freights LLC’s liability is expressly limited to its role as an intermediary. Freights LLC shall not be liable for cargo loss, damage, or delay caused by the acts or omissions of Carriers, except to the extent of its own negligence in Carrier selection. In no event shall Freights LLC’s liability to any party exceed the freight charges earned on the specific shipment giving rise to the claim. Freights LLC shall not be liable for consequential, incidental, indirect, special, or punitive damages.

7.5 Obligation to Preserve Cargo. Upon discovery of damaged or potentially damaged Freight, the Shipper and Consignee shall take all reasonable steps to mitigate further damage and preserve the cargo in its existing condition pending inspection. Failure to mitigate damages or premature disposal of damaged cargo without inspection may reduce or eliminate the claimant’s recovery.

7.6 Claim Resolution Timeline. Freights LLC shall acknowledge receipt of a properly filed cargo claim within fifteen (15) business days. Freights LLC shall use commercially reasonable efforts to facilitate resolution of cargo claims between the Shipper/Consignee and the responsible Carrier within one hundred twenty (120) days of receipt of a complete claim package, subject to the complexity of the claim and Carrier cooperation.

8. HAZARDOUS MATERIALS

8.1 49 CFR Compliance. The transportation of all Hazardous Materials arranged through Freights LLC shall comply in all respects with the Hazardous Materials Regulations (HMR) set forth in Title 49 of the Code of Federal Regulations (49 CFR), Parts 100–185, including but not limited to requirements for classification, packaging, marking, labeling, placarding, documentation, and emergency response. All Parties involved in HazMat shipments bear individual and collective responsibility for compliance with applicable HMR provisions.

8.2 Shipper Disclosure Obligations. The Shipper shall disclose in writing to Freights LLC, prior to tendering any HazMat shipment, all relevant information including: the UN/NA identification number; proper shipping name; hazard class and division; packing group; quantity and type of packaging; applicable emergency response information; and any special provisions or exceptions applicable to the shipment. The Shipper certifies that all HazMat shipments tendered comply fully with 49 CFR and that the shipment is in proper condition for transportation according to applicable regulations.

8.3 HazMat Carrier Certification Requirements. Carriers transporting Hazardous Materials must: maintain active HazMat Registration with the PHMSA/FMCSA where required; ensure all drivers are trained and certified in HazMat awareness, function-specific training, safety training, and security awareness per 49 CFR Part 172 Subpart H; carry all required shipping papers, emergency response guides, and placards; comply with all routing requirements under 49 CFR Part 397; and maintain HazMat-specific insurance coverage meeting or exceeding federal minimums.

8.4 Liability for Non-Disclosure. The Shipper shall be solely and entirely liable for any and all fines, penalties, cleanup costs, remediation expenses, civil liabilities, criminal penalties, third-party claims, and damages of any nature whatsoever arising from the Shipper’s failure to properly disclose, classify, package, label, or document Hazardous Materials in accordance with 49 CFR and these Terms. Freights LLC and the Carrier shall have full recourse against the Shipper for any costs or liabilities incurred as a result of the Shipper’s non-compliance.

8.5 Right of Refusal. Freights LLC reserves the absolute right to refuse to arrange transportation of any Hazardous Materials shipment that does not comply with all applicable regulatory requirements, or for which Freights LLC is unable to confirm the availability of a properly certified and insured Carrier. Such refusal shall not constitute a breach of any agreement between Freights LLC and the Shipper.

9. TEMPERATURE-CONTROLLED & REFRIGERATED FREIGHT

9.1 Pre-Cooling Requirements. For all temperature-controlled shipments, the Carrier shall pre-cool the trailer or refrigerated container to the set-point temperature specified in the Rate Confirmation prior to arriving at the Shipper’s facility for loading. The Carrier shall demonstrate compliance with pre-cooling requirements upon request, including providing unit temperature readings. Failure to pre-cool equipment to the required temperature shall entitle the Shipper to reject the equipment without financial penalty.

9.2 Temperature Monitoring. Carriers transporting temperature-controlled Freight shall: maintain continuous temperature monitoring throughout the duration of transit; operate refrigeration units in continuous run mode (not cycle-sentry) unless otherwise specified in writing by the Shipper; maintain temperature records and download data from the temperature recorder upon completion of delivery; and provide temperature download reports to Freights LLC or the Shipper within twenty-four (24) hours of delivery upon request.

9.3 Temperature Excursion Notification. In the event of any temperature excursion (deviation from the required set-point range), the Carrier shall: immediately notify Freights LLC and the Shipper or designated party; document the time, duration, and magnitude of the excursion; take all reasonable corrective actions to restore proper temperature conditions; and not deliver Freight subject to a temperature excursion without express authorization from Freights LLC and the Shipper.

9.4 Carrier Liability for Temperature Excursions. Where a temperature excursion results from the Carrier’s failure to properly operate, maintain, or monitor refrigeration equipment, the Carrier shall bear full and exclusive liability for all resulting cargo loss, damage, and consequential costs. The Carrier shall not be liable for temperature excursions caused by the Shipper’s failure to properly pre-cool cargo prior to loading, the Shipper’s failure to provide correct temperature specifications, or Force Majeure Events as defined in Section 14.

9.5 Shipper Responsibility — Temperature Specifications. The Shipper shall provide written temperature specifications, including minimum and maximum temperature ranges and required set-point, prior to tendering any temperature-controlled shipment. The Shipper shall ensure that all cargo is pre-cooled or pre-conditioned to the required temperature prior to loading onto the Carrier’s equipment. Freights LLC shall not be liable for temperature excursions resulting from the Shipper’s failure to pre-condition cargo.

10. PHARMACEUTICAL & FOOD GRADE FREIGHT

10.1 GDP/GMP Compliance. All pharmaceutical freight arranged through Freights LLC shall be transported in accordance with applicable Good Distribution Practice (GDP) and Good Manufacturing Practice (GMP) guidelines, including but not limited to WHO GDP Guidelines, EU GDP Guidelines (where applicable), USP <1079> Good Storage and Distribution Practices for Drug Products, and all applicable FDA regulations. Carriers transporting pharmaceutical freight must demonstrate GDP/GMP compliance and maintain applicable certifications.

10.2 HACCP Requirements for Food Transport. The transportation of food, food products, meat, poultry, and other edible commodities shall comply with applicable HACCP principles and the FDA’s Food Safety Modernization Act (FSMA), specifically the Sanitary Transportation of Human and Animal Food Rule (21 CFR Part 1, Subpart O). Carriers transporting food-grade Freight must maintain trailers and equipment in sanitary condition, conduct and document pre-trip trailer inspections, and comply with all applicable FSMA requirements regarding temperature control, equipment sanitation, and driver training.

10.3 Chain of Custody Documentation. For all pharmaceutical and food-grade shipments, complete chain of custody documentation must be maintained throughout transit. Such documentation shall include: pickup confirmation with signature and timestamp; in-transit temperature records (where applicable); delivery confirmation with consignee signature and timestamp; and any transfer of custody documentation where multi-leg or intermodal transport is involved. All chain-of-custody records shall be retained for a minimum of three (3) years and made available upon request.

10.4 Qualified Carrier Requirements. Freights LLC shall only arrange pharmaceutical and food-grade shipments with Carriers who: have demonstrated experience and capability in pharmaceutical or food-grade transport, as applicable; maintain all required certifications and training for handlers and drivers; are capable of providing dedicated equipment that has not been used to transport incompatible or contaminating commodities; and agree in writing to comply with all applicable regulatory requirements and Shipper specifications for the load.

10.5 Shipper Obligations for Pharmaceutical Loads. Shippers of pharmaceutical freight shall provide Freights LLC with complete written specifications including: required temperature range and set-point; controlled substance designation and DEA scheduling (if applicable); any required security measures (GPS tracking, seals, etc.); regulatory documentation required to accompany the shipment; and any applicable import/export documentation for cross-border shipments.

11. CONFIDENTIALITY

11.1 Confidential Information Defined. For purposes of this Section, “Confidential Information” means any non-public information disclosed by one Party to another in connection with the services provided under this Agreement, including but not limited to: freight rates, pricing structures, and rate confirmations; Shipper and Carrier identities, contact information, and business relationships; load volume, lane patterns, and shipping schedules; operational strategies, processes, and methodologies; financial data and business terms; and any other information designated as confidential by the disclosing Party.

11.2 Non-Disclosure Obligations. Each Party agrees to: hold all Confidential Information of the other Party in strict confidence; not disclose, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the disclosing Party; use Confidential Information solely for the purpose of performing obligations under this Agreement; and implement reasonable security measures to protect Confidential Information from unauthorized disclosure.

11.3 Protection of Shipper and Carrier Relationships. Carriers engaged by Freights LLC shall not: contact, solicit, or enter into any direct business relationship with Freights LLC’s Shipper customers for a period of twelve (12) months following the termination or completion of any load arranged by Freights LLC, unless the Carrier had a pre-existing direct business relationship with such Shipper prior to being introduced through Freights LLC. Similarly, Shippers shall not solicit or engage Carriers introduced through Freights LLC on a direct basis during the term of this Agreement and for twelve (12) months thereafter.

11.4 Exceptions. The confidentiality obligations set forth herein shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the receiving Party gives the disclosing Party prompt written notice and cooperates in seeking a protective order.

11.5 Duration. The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

12. INDEMNIFICATION

12.1 Carrier Indemnification. Carrier shall defend, indemnify, and hold harmless Freights LLC, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any loss of, damage to, or delay in delivery of Freight while in the Carrier’s possession, custody, or control; (b) the Carrier’s violation of any applicable federal, state, or local law or regulation; (c) the Carrier’s negligence, gross negligence, willful misconduct, or breach of this Agreement; (d) any personal injury, bodily injury, death, or property damage caused by the Carrier’s operations; and (e) any unauthorized subcontracting, re-brokering, or assignment of loads by the Carrier.

12.2 Shipper Indemnification. Shipper shall defend, indemnify, and hold harmless Freights LLC, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any misdeclaration, misrepresentation, or material omission in the description of Freight tendered; (b) the Shipper’s failure to properly package, label, or prepare Freight for transport; (c) the Shipper’s failure to disclose Hazardous Materials in accordance with applicable regulations; (d) the Shipper’s breach of any applicable law, regulation, or provision of this Agreement; and (e) any claim by a Consignee or third party arising from the Shipper’s actions or omissions.

12.3 Freights LLC Indemnification. Freights LLC shall defend, indemnify, and hold harmless the Shipper from and against any claims, damages, losses, and expenses arising directly from Freights LLC’s own gross negligence or willful misconduct in Carrier selection or its material breach of this Agreement, limited to the extent of Freights LLC’s direct liability as set forth in Section 7.4.

12.4 Indemnification Procedure. A Party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; (b) provide the indemnifying Party with reasonable cooperation and assistance in the defense of such claim; and (c) not make any admission, settlement, or compromise of any claim without the prior written consent of the indemnifying Party.

13. INSURANCE REQUIREMENTS

13.1 Broker Contingent Cargo Insurance. Freights LLC maintains contingent cargo insurance coverage as required for licensed property freight brokers. This coverage is contingent in nature and is designed to provide secondary protection only where the Carrier’s primary cargo insurance fails to respond to a valid cargo claim due to the Carrier’s insolvency, denial of coverage, or inability to pay. Freights LLC’s contingent cargo insurance does not replace or substitute for the Carrier’s primary cargo liability insurance obligations under these Terms.

13.2 Required Carrier Insurance Minimums. As specified in Section 5.2, all Carriers must maintain the following minimum insurance coverage on a continuous basis throughout any engagement with Freights LLC:

(a) Commercial Auto Liability: $1,000,000 per occurrence (minimum);

(b) Motor Truck Cargo (Cargo) Insurance: $100,000 per occurrence (minimum);

(c) General Liability: $1,000,000 per occurrence (minimum);

(d) HazMat Liability: $5,000,000 per occurrence (minimum, where applicable); and

(e) Workers’ Compensation: Statutory limits as required by applicable state law.

13.3 Proof of Insurance Requirements. Prior to the commencement of any transportation services, and thereafter upon each policy renewal or material change in coverage, Carriers shall provide Freights LLC with: a current Certificate of Insurance (ACORD form or equivalent) evidencing all required coverage; endorsements naming Freights LLC as a Certificate Holder; and not less than thirty (30) days’ prior written notice of cancellation, material modification, or non-renewal of any required policy. Carriers who fail to maintain required insurance coverage or fail to provide evidence thereof shall be immediately disqualified from load assignments until compliance is verified.

13.4 No Waiver. The insurance requirements set forth in these Terms are minimum requirements and shall not be construed to limit the Carrier’s liability or obligation to indemnify Freights LLC or any other Party beyond the amounts of required insurance coverage.

14. FORCE MAJEURE

14.1 Definition and Application. Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event — that is, any event or circumstance beyond the reasonable control of the affected Party that could not have been prevented by the exercise of reasonable care and diligence.

14.2 Examples of Force Majeure Events. Without limitation, Force Majeure Events shall include: acts of God (including floods, hurricanes, tornadoes, earthquakes, wildfires, and other natural disasters); war, armed conflict, terrorism, or civil unrest; government actions, orders, regulations, embargoes, or sanctions; national or regional states of emergency or disaster declarations; labor strikes, lockouts, or work stoppages not involving the affected Party’s own employees; epidemics, pandemics, or public health emergencies declared by a governmental authority; and infrastructure failures (including major road closures, bridge failures, or port shutdowns) caused by events beyond the affected Party’s control.

14.3 Notice Requirement. A Party claiming a Force Majeure Event shall: (a) provide prompt written notice to the other Party describing the nature and anticipated duration of the Force Majeure Event; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; (c) resume performance as promptly as practicable once the Force Majeure Event has ceased; and (d) keep the other Party regularly informed of developments regarding the Force Majeure Event and anticipated resumption of service.

14.4 Duration and Termination. If a Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either Party may terminate the affected shipment or service arrangement without liability upon five (5) business days’ written notice to the other Party. In such event, the Carrier shall be compensated for services actually performed up to the point of termination, and the Shipper shall be responsible for reasonable costs associated with securing the Freight pending alternative transportation arrangements.

15. DISPUTE RESOLUTION & GOVERNING LAW

15.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (“Dispute”), the Parties shall first attempt to resolve the Dispute through good faith negotiation between senior representatives of both Parties. Written notice of a Dispute shall be provided to the other Party, and the Parties shall endeavor to resolve the Dispute within thirty (30) days of such notice.

15.2 Mediation. If good faith negotiation fails to resolve the Dispute within thirty (30) days, the Parties shall submit the Dispute to non-binding mediation administered by a mutually agreed-upon mediator or, absent agreement, by the American Arbitration Association (AAA) in accordance with its Commercial Mediation Procedures. The costs of mediation shall be shared equally by the Parties unless otherwise agreed. The mediation shall be conducted in English and may be conducted in person, telephonically, or via videoconference.

15.3 Binding Arbitration. If mediation fails to resolve the Dispute, the Parties agree to submit the Dispute to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties or, absent agreement, appointed by the AAA. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing Party shall be entitled to recover reasonable attorneys’ fees and arbitration costs from the non-prevailing Party.

15.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and, to the extent not preempted by federal law, the laws of the State of Florida, without regard to its conflict of laws principles. Federal law, including but not limited to the Interstate Commerce Commission Termination Act (ICCTA), the Carmack Amendment (49 U.S.C. § 14706), and applicable FMCSA regulations, shall govern all matters relating to interstate freight transportation.

15.5 Jurisdiction and Venue. For any matters not subject to arbitration, or for the enforcement of an arbitral award, the Parties consent to exclusive jurisdiction and venue in the federal and state courts located in Duval County, Florida. Each Party waives any objection to the jurisdiction or venue of such courts.

15.6 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16. AMENDMENTS & UPDATES

16.1 Right to Modify. Freights LLC reserves the right, in its sole and reasonable discretion, to amend, modify, update, or supplement these Terms and Conditions at any time. Such modifications may reflect changes in applicable law or regulations, changes in Freights LLC’s operational practices or service offerings, industry developments, or other business considerations. No modification shall be retroactively applied to any load or transaction already in progress at the time the modification takes effect.

16.2 Notice of Changes. Freights LLC shall provide notice of material amendments to these Terms by one or more of the following methods: written or electronic notice to Shippers and Carriers with active agreements on file; publication of updated Terms on Freights LLC’s official communications channels; or direct email notification to the primary contact on file for each Party. Notice shall be deemed provided upon transmission by any of the foregoing methods.

16.3 Effective Date of Amendments. Unless otherwise specified, amendments to these Terms shall become effective thirty (30) days following the date of notice. Continued engagement with Freights LLC’s services after the effective date of any amendment shall constitute acceptance of the revised Terms.

16.4 Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, shall be severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect.

16.5 No Waiver. The failure of Freights LLC to enforce any provision of these Terms on any occasion shall not constitute a waiver of that provision or of Freights LLC’s right to enforce it in the future. Waivers must be in writing and signed by an authorized representative of Freights LLC to be effective.

16.6 Entire Agreement. These Terms and Conditions, together with any executed Carrier Agreement, Shipper Agreement, Rate Confirmation, or addendum, constitute the entire agreement between the Parties with respect to the subject matter herein and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

17. CONTACT INFORMATION

17.1 Terms and Conditions Inquiries. All questions, concerns, or communications regarding these Terms and Conditions — including requests for clarification, notices of dispute, claims correspondence, insurance submissions, and compliance inquiries — should be directed to Freights LLC at the contact information set forth below:

17.2 Cargo Claims Correspondence. All cargo claims must be submitted in writing to the email address above with the subject line “CARGO CLAIM — [Load Number].” Freights LLC will acknowledge receipt within fifteen (15) business days of a properly filed and documented claim.

17.3 Carrier Qualification and Onboarding. Motor Carriers interested in establishing a carrier relationship with Freights LLC, including submission of insurance certificates, authority documentation, and carrier agreements, should contact Freights LLC via the information listed above and reference “Carrier Onboarding” in all correspondence.

17.4 Legal Notices. All formal legal notices required or permitted under this Agreement shall be in writing and shall be delivered by: (a) certified or registered U.S. mail, return receipt requested; (b) nationally recognized overnight courier with tracking; or (c) email with confirmed read receipt, to the contact information set forth above. Notices shall be deemed effective upon receipt.

ACKNOWLEDGMENT & AGREEMENT

By engaging Freights LLC for any transportation or logistics services — whether through execution of a Rate Confirmation, Carrier Agreement, Shipper Agreement, load tender, or any other commercial transaction — the undersigned Party acknowledges that they have read, understood, and agree to be legally bound by these Terms and Conditions of Service in their entirety.