Broker–Carrier Transportation Agreement

1. Relationship of the parties; broker status

Throughline Systems is a licensed property broker only. Throughline Systems arranges, but does not perform, transportation, and never takes possession, custody, or control of freight. Carrier is an independent contractor and is the motor carrier of record for every Shipment it accepts. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship, and neither party may bind the other.

Carrier has exclusive control over its drivers, equipment, routing, hours of service, and the manner and means of transportation, and is solely responsible for compliance with all applicable laws and regulations. Carrier will transport each Shipment on its own authority and equipment and will not subcontract, interline, co-broker, or re-broker any Shipment except as expressly permitted in Section 12.

2. Carrier authority and qualifications

Carrier represents and warrants that it holds, and will maintain in good standing for the term, all operating authority, registrations, and permits required to perform the transportation (including, as applicable, FMCSA motor-carrier authority, USDOT registration, and intrastate authority), and that its authority is not revoked, suspended, or subject to an out-of-service order.

Carrier will provide accurate identity, authority, insurance, banking, and contact information and will keep it current. Providing false or misleading information, or impersonating another carrier, is a material breach and may constitute fraud.

3. Tenders, rate confirmations, and performance

Each Shipment is governed by this Agreement and the rate confirmation for that Shipment, which states the agreed rate, equipment, and service requirements. If a rate confirmation conflicts with this Agreement, this Agreement controls except as to Shipment-specific commercial terms (rate, lane, dates, equipment), which the rate confirmation controls. Pre-printed terms on Carrier's invoice, bill of lading, or other documents that conflict with this Agreement are void.

Carrier will perform on time, maintain communication and tracking as required, follow pickup and delivery instructions, prevent freight loss and contamination, and obtain a clean, signed proof of delivery. Carrier will notify Broker immediately of any delay, exception, accident, loss, damage, or seizure.

4. Tracking and visibility

Carrier will enable and maintain the tracking method Broker requires (including app-based or ELD/telematics location sharing), will not disable, spoof, or interrupt it, and will promptly restore tracking and report the gap if it drops. Tracking supplements, and does not replace, the communication and exception-reporting duties in Section 3.

If Carrier fails to accept or maintain continuous tracking, Broker may decline or rescind the tender and may apply the tracking-failure deduction in the service-failure schedule (Section 15), in addition to Broker's other rights.

5. Cargo liability — Carmack Amendment

Carrier waives any limitation of liability, released-value, or tariff provision unless it is expressly agreed in a signed writing for the specific Shipment before transportation begins. Carrier will not assert any defense based on documents it did not deliver to the shipper before transportation. Carrier is liable from the time it takes possession until delivery to the consignee and acceptance of a clean delivery receipt.

Carrier will acknowledge a cargo claim within 30 days and pay or decline it within the periods required by 49 C.F.R. Part 370. Throughline Systems may, but is not obligated to, offset the amount of any cargo claim against amounts Throughline Systems owes Carrier, after reasonable notice. Throughline Systems is not liable to Carrier for any cargo claim and is not the insurer of the freight.

On any loss or damage, Carrier will take reasonable steps to mitigate, will preserve the freight and its packaging, and will not move, alter, dispose of, or sell any damaged or rejected freight without Broker's written instruction. Broker and the shipper control salvage; any salvage proceeds reduce the claim, and Carrier is entitled to no betterment or credit beyond the freight's actual salvage value.

6. Temperature-controlled freight

This Section applies whenever the rate confirmation specifies temperature-controlled (reefer) service. Carrier will pre-cool the trailer before loading; set and run the unit continuously or on cycle (start/stop) exactly as the rate confirmation specifies; and maintain and record the required temperature setpoint throughout transit. Carrier will not deviate from the specified setpoint or run mode without Broker's prior written approval.

7. Insurance

Carrier will maintain, at its own expense, at least the following insurance with carriers rated A- VII or better, and will provide certificates on request:

• Commercial Automobile Liability: not less than $1,000,000 combined single limit per occurrence (higher where required by law or the rate confirmation, including for hazardous materials).
• Motor Truck Cargo: not less than $100,000 per occurrence (higher where the freight value requires), with no exclusion that would defeat coverage for the freight tendered (e.g., for unattended vehicles, theft, reefer breakdown where applicable, or named commodities).
• Commercial General Liability: not less than $1,000,000 per occurrence.
• Workers' compensation at statutory limits and employer's liability as required by law.

Carrier's insurance is primary and non-contributory. Carrier will name Throughline Systems as an additional insured on the auto and general-liability policies, will cause its insurers to provide at least 30 days' notice of cancellation or material change, and will ensure no policy exclusion defeats the coverage required here. Carrier's failure to maintain required insurance is a material breach, and Carrier remains liable regardless of the existence or limits of any insurance.

On the Motor Truck Cargo policy, Carrier will name Broker as additional insured or loss payee or, at a minimum, as a certificate holder entitled to notice of cancellation or material change. An MCS-90 endorsement is a public-protection surety, not cargo insurance, and does not satisfy or substitute for the Motor Truck Cargo coverage required here. Any deductible, self-insured retention, or coinsurance under any required policy is Carrier's sole responsibility.

8. Safety representations and warranties

Carrier represents and warrants, for each Shipment, that:

• it is not rated "Unsatisfactory" (or "Conditional," unless disclosed and accepted in writing) by FMCSA and is not under any out-of-service order;
• its drivers are qualified, properly licensed, medically certified, and compliant with hours-of-service and drug- and alcohol-testing requirements;
• its equipment is in safe, roadworthy, and lawful condition and is properly maintained and inspected;
• it has no known condition that would render it unfit or unsafe to perform the transportation; and
• it will perform with the degree of care, skill, and safety of a reasonably prudent motor carrier.

9. Indemnification

Carrier will defend, indemnify, and hold harmless Throughline Systems and its affiliates, and their officers, directors, employees, and agents (the "Broker Indemnified Parties"), from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, fines, penalties, settlements, judgments, and reasonable attorneys' fees and costs (collectively, "Losses"), arising out of or related to Carrier's performance or non-performance, including:

• bodily injury, death, or property damage arising from Carrier's transportation, drivers, or equipment;
• loss of, damage to, or delay of cargo;
• Carrier's breach of this Agreement, its warranties, or applicable law;
• any claim that Carrier was negligently selected, hired, retained, supervised, or entrusted, or that Broker is vicariously, directly, or jointly liable for Carrier's conduct (Carrier acknowledges that Broker relies on Carrier's representations and that such claims arise from Carrier's own acts);
• environmental contamination, spills, or hazardous-materials releases; and
• claims by Carrier's drivers, employees, agents, subcontractors, or owner-operators, including for wages, benefits, taxes, or employment or independent-contractor classification (including claims under California AB5 or any similar state worker-classification or ABC test).

This indemnity applies regardless of any allegation of Broker's concurrent negligence in selecting Carrier, except to the extent Losses are finally determined to result from Broker's own gross negligence or willful misconduct. The duty to defend arises on tender of a claim and is independent of the duty to indemnify.

10. Independent verification; Broker not liable for Carrier

Throughline Systems's vetting of Carrier is for Throughline Systems's own internal purposes, relies on third-party data that may be incomplete or out of date, and is not a warranty or guarantee of Carrier's fitness. Throughline Systems is not responsible for, and does not control, Carrier's operations, drivers, equipment, or decisions, and is not liable for Carrier's acts or omissions to Carrier, the shipper, the consignee, or any third party.

11. Compliance, anti-fraud, and security

Carrier will comply with all applicable laws, including FMCSA safety regulations, hours-of-service, hazardous-materials, customs, food-safety (including the Sanitary Food Transportation Act and FSMA where applicable), anti-corruption, sanctions, and data-protection laws. Carrier will maintain reasonable cargo-security measures to prevent theft, fictitious pickup, and identity fraud, and will not allow any unauthorized party to take possession of freight.

Carrier authorizes Broker to verify its identity, authority, insurance, and safety data and to apply Broker's fraud and banking-change controls, including a cooling period and identity re-verification before any change to payment details takes effect. Carrier will cooperate with these controls.

12. No double-brokering; no back-solicitation

If Carrier unlawfully re-brokers a Shipment, Carrier is liable for all resulting Losses, including double-payment exposure and cargo claims, and Broker may withhold payment to the extent of that exposure. For the term and 12 months after, Carrier will not solicit or accept freight directly from any shipper customer introduced by Broker for shipments substantially similar to those arranged by Broker; if it does, Broker is entitled to a commission of 15% of the gross revenue on such shipments.

Unauthorized re-brokering, or misrepresenting who is transporting a Shipment, may constitute fraud and conversion. Broker may report it to FMCSA, law enforcement, Carrier's insurers, and industry fraud-prevention and double-brokering databases, and Carrier releases Broker from claims arising out of Broker's good-faith reporting.

At or before pickup, Carrier will provide the actual driver's name and mobile number and the tractor and trailer numbers for the Shipment, and will not post, list, or offer any Shipment on any load board or to any other party. A discrepancy between the equipment or driver tendered and the equipment or driver that actually appears is a material breach and evidence of unauthorized re-brokering.

13. Payment

Broker will pay Carrier the agreed rate after Broker's receipt of a complete, accurate invoice with a clean signed proof of delivery and any required documentation, on Broker's standard payment terms or the terms stated in the rate confirmation. Carrier looks solely to Broker for payment of the agreed freight charges for properly tendered Shipments and waives recourse against the shipper, consignee, or any third party for those charges, except as required by law.

Broker may offset against amounts owed to Carrier any cargo claims, overpayments, fines, or other amounts Carrier owes Broker, after reasonable notice. Disputed charges must be raised within 180 days of delivery or are waived.

Carrier will provide any notice of assignment (NOA) to a factor in writing. Broker may rely on and pay the factor of record identified in a valid NOA, and payment to that factor discharges Broker's payment obligation to the extent paid. If Broker receives conflicting NOAs, or an NOA is revoked or released, Broker need not act on the change until it receives a written release or other written direction satisfactory to Broker, and may withhold payment until the conflict is resolved. Broker's rights of offset and recoupment under this Agreement survive any assignment and apply against amounts otherwise payable to a factor. Carrier will provide a current, accurate IRS Form W-9 before Broker's first payment.

14. Accessorials, detention, and TONU

Accessorial charges (including, without limitation, lumper, detention, layover, redelivery, reconsignment, tarping, and extra-stop charges) are payable only if Broker approves them in writing in advance. Charges Carrier incurs without that prior written approval are Carrier's responsibility.

Detention is payable only when supported by documented arrival and departure (in and out) times confirmed by the facility or by approved tracking, and only after the free time stated on the rate confirmation has elapsed (absent a stated free time, two hours at each of pickup and delivery). Detention accrues at the rate stated on the rate confirmation or, absent a stated rate, $50 per hour.

If Broker or the shipper cancels a tender after Carrier has been dispatched, a truck-order-not-used (TONU) fee and any cancellation terms apply as stated on the rate confirmation or, absent that, the default TONU below by equipment type. No TONU or cancellation charge is payable for a cancellation caused by Carrier's breach, late arrival, or failure to meet the equipment or safety requirements.

• Dry van: $150.
• Open deck (flatbed or step deck): $200.
• Reefer: $200.
• Heavy haul or over-dimensional: $400.
• Hotshot: $100.
• Sprinter / cargo van: $100.
• Any other equipment: $150.

15. Service-failure schedule

Broker maintains a schedule of service-failure deductions, incorporated into this Agreement by reference, which Broker may apply through its offset right in Section 13. The schedule Broker publishes from time to time controls.

• Late pickup (arrival after the scheduled pickup window): $10–$50.
• Late delivery (arrival after the scheduled delivery window): minimum $50, up to 10% of the line-haul.
• Missed or late tracking check-in, or tracking not enabled: $50, plus $5 per hour, to a maximum of $100.
• Missing or late proof of delivery (POD): $15.
• Missed pickup or delivery appointment: $10–$50, and Carrier forfeits any detention and TONU charges for that Shipment.

A deduction under this schedule is in addition to, and not instead of, Carrier's cargo, indemnity, and other obligations, and does not limit Broker's recovery of actual damages that exceed the scheduled amount.

16. Confidentiality; data

Carrier will keep confidential all non-public information it receives from Broker, including rates, customer identities, lane and pricing data, and load details, and will use it only to perform under this Agreement. Carrier will not use Broker's data to compete with Broker or to solicit Broker's customers, and will return or destroy it on request.

17. Force majeure

Neither party is liable for a delay or failure in performance caused by an event beyond its reasonable control (including natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil unrest, strike, embargo, or government action). The affected party will notify the other promptly and use commercially reasonable efforts to resume performance.

18. Disclaimers; limitation; arbitration; governing law

THE PLATFORM AND ANY SOFTWARE TOOLS Throughline Systems MAKES AVAILABLE ARE PROVIDED "AS IS" WITHOUT WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Throughline Systems WILL NOT BE LIABLE TO CARRIER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, AND Throughline Systems'S TOTAL LIABILITY TO CARRIER FOR ANY SHIPMENT WILL NOT EXCEED THE AGREED FREIGHT CHARGES FOR THAT SHIPMENT. THIS DOES NOT LIMIT CARRIER'S CARGO, INDEMNITY, OR INSURANCE OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

This Agreement is governed by the laws of the State of Michigan and applicable federal transportation law, without regard to conflict-of-laws rules. Any dispute will be resolved by final and binding individual arbitration before the AAA under its Commercial Arbitration Rules, seated in Grand Rapids, Michigan, under the Federal Arbitration Act. CARRIER AND BROKER WAIVE CLASS ACTIONS AND JURY TRIALS. Either party may seek injunctive relief in the state courts located in Ottawa County, Michigan, and the United States District Court for the Western District of Michigan to protect cargo, prevent double-brokering, or protect confidential information. Any claim must be brought within 18 months after it accrues (cargo claims follow the periods in 49 C.F.R. Part 370).

19. Term, termination, and general

This Agreement continues until terminated by either party on 30 days' written notice, or immediately by Broker for breach, loss of authority or insurance, a safety downgrade, fraud, or double-brokering. Obligations that by their nature survive — including cargo liability and salvage, insurance for prior Shipments, indemnity, confidentiality, the no-double-brokering and no-back-solicitation obligations and their remedies (including liquidated damages and deemed assignment), payment and offset, limitation of liability, and arbitration — survive termination.

This Agreement is the entire agreement on its subject and supersedes prior understandings; if a provision is unenforceable, it is modified or severed and the rest remains in effect; failure to enforce is not a waiver; Carrier may not assign without Broker's consent; and pre-printed conflicting terms on Carrier documents are void. Notices to Broker go to info@THLTrucking.com.

Carrier may accept this Agreement electronically, including by accepting a tender or rate confirmation or by transporting a Shipment. Broker maintains an electronic record of Carrier's acceptance — the version accepted and the date, time, and IP address of acceptance — which is admissible evidence of Carrier's assent.