TERMS AND CONDITIONS

a. "Continental Cargo Association, Inc. (CCA)" refers to a digital drayage platform that holds a valid freight brokerage license issued by the Federal Motor Carrier Safety Administration (FMCSA) and facilitates the arrangement of drayage services between Shippers and Carriers.

b. "Freight Carrier" means a duly authorized and licensed motor carrier, as defined by the FMCSA, engaged in the transportation of goods and providing drayage services as part of their business operations.

c. "Shipper" refers to the party that contracts with CCA to arrange for the transportation of goods by Freight Carriers, utilizing the CCA digital drayage platform for the purpose of facilitating such arrangements.

d. "Bill of Lading (BOL)" is a legally binding document issued by the Freight Carrier or its agent, providing a receipt of goods for transportation and evidencing the contract of carriage between the Shipper and the Freight Carrier. The BOL contains essential information such as a description of the goods, the consignor and consignee, and the agreed-upon terms of transport.

e. "Delivery Order (DO)" refers to a document issued by the Shipper or their agent, instructing the Freight Carrier to release the goods to a specified party, typically the consignee or their authorized representative.

f. "Proof of Delivery (POD)" constitutes a document signed by the consignee or their authorized representative upon receipt of the goods, confirming the delivery of the goods to the intended destination and in accordance with the terms specified in the BOL. The POD serves as evidence that the Freight Carrier has fulfilled its obligations under the contract of carriage.

a. CCA Platform: The CCA Platform is an online service that enables Shippers to submit requests for the transportation of cargo ("Shipments") and receive quotes from participating Carriers. Shippers can compare Carrier quotes, select a Carrier, and track the progress of their Shipments throughout the entire drayage process.

b. CCA TMS: The CCA TMS is a web-based software application designed to help Carriers manage and streamline their drayage operations. Carriers can access the CCA TMS to view available Shipments, submit quotes, accept Shipment requests, and monitor the status of their ongoing and completed drayage assignments.

c. Access and Use of Services: Access to and use of the Services is subject to the terms and conditions set forth in this Agreement, as well as any applicable laws and regulations. By accessing or using the Services, Users agree to comply with all terms and conditions of this Agreement, including any amendments or updates that may be made from time to time.

d. User Responsibility: Users are solely responsible for their own conduct and the content of their communications and transactions while using the Services. Users agree to use the Services in a lawful, ethical, and professional manner, and to comply with all applicable laws and regulations, including but not limited to, those governing transportation, import, export, and customs.

e. Modifications and Updates: CCA reserves the right to modify, update, or discontinue the Services, or any features or functionality thereof, at any time, without prior notice. Users acknowledge and agree that CCA has no obligation to maintain, support, or provide any updates, enhancements, or modifications to the Services, and that CCA may, in its sole discretion, impose new or additional terms and conditions on the use of the Services.

a. Eligibility: To register for an account with CCA, Users must be at least 18 years of age and possess the legal authority to enter into binding agreements on behalf of themselves or the company, entity, or organization they represent. By creating an account, Users represent and warrant that they meet these eligibility requirements.

b. Accurate Information: Users agree to provide true, accurate, current, and complete information during the account registration process and to update their information as necessary to maintain its accuracy. Users are responsible for ensuring that their account information remains accurate, current, and complete. CCA reserves the right to suspend or terminate any account if CCA has reasonable grounds to suspect that the account information provided is inaccurate, incomplete, or otherwise in violation of this Agreement.

c. Account Security: Users are responsible for maintaining the confidentiality of their account credentials, including their username and password, and for restricting access to their account. Users agree to accept responsibility for all activities that occur under their account. In the event of any unauthorized use of a User's account or any breach of security, the User shall immediately notify CCA. CCA shall not be liable for any loss or damage arising from a User's failure to comply with these account security requirements.

d. Account Termination: CCA reserves the right, in its sole discretion, to suspend or terminate a User's account and access to the Services at any time, without notice, for any reason, including but not limited to, breach of this Agreement or any applicable laws or regulations.

e. User Responsibility: Users are solely responsible for their own conduct and the content of their communications and transactions while using the Services. Users agree to use the Services in a lawful, ethical, and professional manner and to comply with all applicable laws and regulations, including but not limited to, those governing transportation, import, export, and customs.

f. Privacy: CCA is committed to protecting the privacy of its Users. The collection, use, and disclosure of personal information provided during the account registration process are governed by CCA's Privacy Policy, which is incorporated into this Agreement by reference. By creating an account, Users acknowledge that they have read and understood CCA's Privacy Policy and consent to the collection, use, and disclosure of their personal information in accordance with the terms of the Privacy Policy.

a. Compliance with Laws: Users agree to use the Services in accordance with all applicable federal, state, and local laws, regulations, and rules, including but not limited to those governing transportation, import, export, customs, and data privacy. Users are solely responsible for ensuring their compliance with all relevant legal and regulatory requirements.

b. Prohibited Activities: Users are prohibited from using the Services for any unlawful, harmful, fraudulent, or malicious purposes, including but not limited to: (i) accessing or attempting to access any portion of the Services to which they have not been granted access; (ii) transmitting or facilitating the transmission of any viruses, malware, or other harmful code; (iii) interfering with or disrupting the Services, or any servers, networks, or systems connected to the Services; (iv) attempting to gain unauthorized access to any accounts, systems, or networks associated with the Services; (v) impersonating any person or entity, or falsely representing their affiliation with a person or entity; or (vi) engaging in any activity that violates any applicable laws, regulations, or rules.

c. Intellectual Property Rights: Users acknowledge and agree that all content, software, and materials available through the Services, including but not limited to text, graphics, logos, images, and software (collectively, the "Content"), are the property of CCA or its licensors and are protected by applicable copyright, trademark, patent, and other intellectual property laws. Users are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Services and the Content solely for the purposes authorized by this Agreement. Any unauthorized use, copying, distribution, or modification of the Content is strictly prohibited.

d. User-Generated Content: Users may be permitted to submit, upload, or post content, data, or materials to the Services, such as reviews, ratings, or comments (collectively, "User-Generated Content"). By submitting User-Generated Content to the Services, Users represent and warrant that they have the necessary rights, licenses, and permissions to use, reproduce, distribute, and display the User-Generated Content. Users grant CCA a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User-Generated Content throughout the world in any media.

e. Termination of Access: CCA reserves the right, in its sole discretion, to restrict, suspend, or terminate a User's access to the Services, or any portion thereof, at any time, without prior notice or liability, for any reason, including but not limited to violation of this Agreement, applicable laws, or any action that CCA determines, in its sole discretion, to be harmful to the Services or other Users.

f. Indemnification: Users agree to indemnify, defend, and hold harmless CCA and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with their access to or use of the Services, their User-Generated Content, or their violation of this Agreement or any applicable laws or regulations.

a. Shipment Information: Shippers are responsible for providing complete, accurate, and up-to-date information about their Shipments, including but not limited to descriptions, weights, dimensions, and special handling requirements. Shippers must also ensure that their Shipments comply with all applicable federal, state, and local laws, regulations, and rules, including but not limited to those governing transportation, import, export, and customs.

b. Shipment Compliance: Shippers represent and warrant that their Shipments do not contain any prohibited, illegal, hazardous, or dangerous materials, and that they have obtained all necessary permits, licenses, and approvals required for the transportation of their Shipments. Shippers agree to indemnify, defend, and hold harmless CCA and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with their Shipments, their violation of this Agreement, or any applicable laws or regulations.

c. Carrier Selection: Shippers are responsible for selecting a Carrier to perform the drayage services for their Shipments. Shippers acknowledge and agree that CCA is not a Carrier and does not perform any transportation services. CCA serves solely as a platform to facilitate the arrangement of drayage services between Shippers and Carriers. Shippers are responsible for conducting their own due diligence in selecting a Carrier and ensuring that the Carrier meets their requirements and complies with all applicable laws and regulations.

d. Payment: Shippers agree to pay the fees and charges associated with the Services, as set forth in the applicable rate quote or service agreement, and to comply with any payment terms and conditions established by CCA or the Carrier. Shippers are responsible for any additional charges or fees that may be incurred as a result of their failure to provide complete or accurate Shipment information, or their failure to comply with any applicable laws, regulations, or rules.

e. Disputes and Claims: Shippers agree to promptly notify CCA and the Carrier of any disputes, claims, or issues related to the drayage services, including but not limited to damage, loss, or delay of Shipments. Shippers acknowledge and agree that CCA is not responsible for resolving any disputes, claims, or issues between Shippers and Carriers, and that any such matters must be addressed directly with the Carrier involved.

a. Compliance with Laws: Carriers are responsible for ensuring their compliance with all applicable federal, state, and local laws, regulations, and rules, including but not limited to those governing transportation, import, export, customs, safety, and environmental matters. Carriers must maintain all necessary licenses, permits, and certifications required for the performance of drayage services, and must provide proof of such upon request by CCA or the Shipper.

b. Equipment and Personnel: Carriers are responsible for providing, maintaining, and operating suitable equipment and qualified personnel necessary for the safe, secure, and efficient performance of drayage services. Carriers must ensure that their equipment and personnel comply with all applicable laws, regulations, and rules, including but not limited to those governing transportation, safety, and environmental matters.

c. Performance of Services: Carriers agree to perform the drayage services in a professional, timely, and diligent manner, in accordance with the terms and conditions agreed upon with the Shipper, and in compliance with all applicable laws, regulations, and rules. Carriers are responsible for the proper handling, loading, unloading, and transportation of Shipments, and for ensuring the safety, security, and integrity of the Shipments at all times.

d. Insurance: Carriers are responsible for obtaining and maintaining adequate insurance coverage for the performance of drayage services, including but not limited to $100,000 cargo insurance, $1 million general liability insurance, $1 million automobile liability insurance, workers' compensation insurance, and any other insurance required by law or deemed necessary by the Carrier. Carriers agree to provide CCA and the Shipper with proof of such insurance upon request.

e. Billing and Payment: Carriers agree to submit accurate and timely invoices for the drayage services performed, in accordance with the rates, fees, and payment terms agreed upon with the Shipper. Carriers are responsible for collecting payment from the Shipper and for resolving any disputes, claims, or issues related to payment directly with the Shipper.

f. Communication and Documentation: Carriers are responsible for maintaining clear and timely communication with CCA and the Shipper regarding the status of Shipments, including but not limited to pickup, transit, delivery, and any delays or issues that may arise. Carriers must also provide all necessary documentation, such as Bills of Lading, Delivery Orders, and Proof of Delivery, in a timely and accurate manner, as required by the Shipper and applicable laws, regulations, and rules.

g. Disputes and Claims: Carriers agree to promptly address and resolve any disputes, claims, or issues related to the drayage services, including but not limited to damage, loss, or delay of Shipments, in accordance with applicable laws, regulations, rules, and the terms and conditions agreed upon with the Shipper.

a. Scheduling and Coordination: Shippers and Carriers are responsible for scheduling, coordinating, and confirming pickup and delivery appointments, as well as any other necessary arrangements related to drayage operations, in accordance with the terms and conditions agreed upon between the parties. Both Shippers and Carriers are expected to maintain clear and timely communication with one another, as well as with CCA, to ensure the smooth and efficient execution of drayage operations.

b. Transit and Delivery: Carriers are responsible for the safe, secure, and timely transit and delivery of Shipments, in accordance with the agreed-upon schedule, routing, and any other terms and conditions established by the Shipper. Carriers must comply with all applicable laws, regulations, and rules during the course of transit and delivery, including but not limited to those governing transportation, safety, and environmental matters.

c. Documentation: Carriers are responsible for providing and maintaining accurate and complete documentation related to drayage operations, including but not limited to Bills of Lading, Delivery Orders, and Proof of Delivery. Shippers are responsible for providing Carriers with any additional documentation or information that may be required by law, regulation, or rule, or that may be necessary for the proper execution of drayage operations.

d. Compliance with Laws and Regulations: Both Shippers and Carriers are responsible for ensuring their compliance with all applicable federal, state, and local laws, regulations, and rules related to drayage operations, including but not limited to those governing transportation, import, export, customs, safety, and environmental matters. Shippers and Carriers are also responsible for obtaining and maintaining any necessary permits, licenses, and certifications required for the performance of drayage services.

e. Dispute Resolution: In the event of any disputes, claims, or issues arising in connection with drayage operations, Shippers and Carriers are expected to communicate and work in good faith to resolve such matters promptly and amicably. Shippers and Carriers acknowledge and agree that CCA is not responsible for resolving any disputes, claims, or issues between Shippers and Carriers, and that any such matters must be addressed directly between the parties involved.

a. Container Sourcing and Tracking: Carriers are responsible for sourcing, securing, and tracking the containers necessary to fulfill Shipments in accordance with the Shipper's requirements, applicable laws, regulations, and rules, and industry best practices. Carriers are expected to maintain accurate and up-to-date information regarding the status, location, and availability of containers within the Services.

b. Container Inspection and Maintenance: Carriers are responsible for conducting thorough inspections of containers before and after each drayage operation to ensure their safety, cleanliness, and compliance with the Shipper's specifications, as well as applicable laws, regulations, and rules. Carriers must promptly address and resolve any identified issues, including but not limited to damage, defects, or contamination, and are responsible for any costs associated with container repair, cleaning, or replacement.

c. Container Storage and Handling: Carriers are responsible for the proper storage and handling of containers during the course of drayage operations, in accordance with the Shipper's instructions, applicable laws, regulations, and rules, and industry best practices. Carriers must take appropriate measures to protect containers from theft, loss, damage, or other harm, and are responsible for any costs or liabilities arising from their failure to do so.

d. Demurrage and Detention Charges: Shippers and Carriers are responsible for managing and minimizing the risk of incurring demurrage and detention charges associated with container use, in accordance with the terms and conditions agreed upon between the parties, as well as any applicable laws, regulations, and rules. Shippers and Carriers must communicate and cooperate effectively to avoid unnecessary delays, costs, or penalties related to container management.

e. Return of Containers: Carriers are responsible for the timely and proper return of containers to the designated location, in accordance with the Shipper's instructions, applicable laws, regulations, and rules, and any agreements in place with container providers. Shippers are responsible for providing Carriers with accurate and complete information regarding container return requirements, and for any costs or liabilities resulting from their failure to do so.

f. Compliance with Laws and Regulations: Both Shippers and Carriers are responsible for ensuring their compliance with all applicable federal, state, and local laws, regulations, and rules related to container management, including but not limited to those governing transportation, import, export, customs, safety, and environmental matters. Shippers and Carriers are also responsible for obtaining and maintaining any necessary permits, licenses, and certifications required for the performance of container management services.

a. Chassis and Equipment Sourcing: Carriers are responsible for sourcing, securing, and tracking the chassis and other equipment necessary to fulfill Shipments in accordance with the Shipper's requirements, applicable laws, regulations, and rules, and industry best practices. Carriers are expected to maintain accurate and up-to-date information regarding the status, location, and availability of chassis and equipment within the Services.

b. Chassis and Equipment Inspection and Maintenance: Carriers are responsible for conducting thorough inspections of chassis and equipment before and after each drayage operation to ensure their safety, functionality, and compliance with the Shipper's specifications, as well as applicable laws, regulations, and rules. Carriers must promptly address and resolve any identified issues, including but not limited to damage, defects, or malfunction, and are responsible for any costs associated with chassis and equipment repair, maintenance, or replacement.

c. Chassis and Equipment Storage and Handling: Carriers are responsible for the proper storage and handling of chassis and equipment during the course of drayage operations, in accordance with the Shipper's instructions, applicable laws, regulations, and rules, and industry best practices. Carriers must take appropriate measures to protect chassis and equipment from theft, loss, damage, or other harm, and are responsible for any costs or liabilities arising from their failure to do so.

d. Usage Fees and Charges: Shippers and Carriers are responsible for managing and minimizing the risk of incurring fees and charges associated with chassis and equipment usage, in accordance with the terms and conditions agreed upon between the parties, as well as any applicable laws, regulations, and rules. Shippers and Carriers must communicate and cooperate effectively to avoid unnecessary delays, costs, or penalties related to chassis and equipment management.

e. Return of Chassis and Equipment: Carriers are responsible for the timely and proper return of chassis and equipment to the designated location, in accordance with the Shipper's instructions, applicable laws, regulations, and rules, and any agreements in place with chassis and equipment providers. Shippers are responsible for providing Carriers with accurate and complete information regarding chassis and equipment return requirements, and for any costs or liabilities resulting from their failure to do so.

f. Compliance with Laws and Regulations: Both Shippers and Carriers are responsible for ensuring their compliance with all applicable federal, state, and local laws, regulations, and rules related to chassis and equipment usage, including but not limited to those governing transportation, import, export, customs, safety, and environmental matters. Shippers and Carriers are also responsible for obtaining and maintaining any necessary permits, licenses, and certifications required for the performance of chassis and equipment management services.

a. Terminal and Storage Facility Selection: Shippers are responsible for selecting appropriate terminals and storage facilities that meet their specific requirements, as well as applicable laws, regulations, and rules, and industry best practices. Shippers must provide Carriers with accurate and complete information regarding the selected terminals and storage facilities, including but not limited to location, operating hours, and any special access or handling instructions.

b. Access Authorization and Documentation: Carriers are responsible for obtaining and maintaining any necessary access authorizations, permits, licenses, and certifications required for entry and operations at the designated terminals and storage facilities. Carriers must ensure that their drivers and other personnel have appropriate identification, documentation, and training, in accordance with the requirements of the terminals, storage facilities, and applicable laws, regulations, and rules.

c. Compliance with Terminal and Storage Facility Rules: Carriers are responsible for ensuring their compliance with all rules, policies, and procedures established by the terminals and storage facilities, as well as any applicable federal, state, and local laws, regulations, and rules governing terminal and storage facility access and operations. Carriers must promptly address and resolve any issues or violations that may arise in connection with their access to or use of the terminals and storage facilities.

d. Security and Safety: Carriers are responsible for maintaining the security and safety of their personnel, equipment, and cargo while accessing and operating within the terminals and storage facilities. Carriers must adhere to all security and safety requirements established by the terminals, storage facilities, and applicable laws, regulations, and rules, and must promptly report any security incidents or safety concerns to the appropriate authorities and the Shipper.

e. Timeliness and Efficiency: Carriers are responsible for ensuring the timely and efficient pick-up and delivery of cargo at the designated terminals and storage facilities, in accordance with the Shipper's requirements and any applicable laws, regulations, and rules. Carriers must communicate and cooperate effectively with Shippers, terminal operators, and storage facility personnel to minimize delays, costs, and disruptions to drayage operations.

f. Liability for Terminal and Storage Facility Access: Carriers are responsible for any costs, damages, or liabilities arising from their access to or use of the terminals and storage facilities, including but not limited to fines, penalties, or other charges imposed by terminal operators, storage facility owners, or regulatory authorities. Shippers and Carriers agree to indemnify and hold each other harmless from and against any such costs, damages, or liabilities to the extent caused by their respective negligence, willful misconduct, or breach of this Agreement.

a. Service Fees: Shippers agree to pay CCA the applicable service fees for the use of the Services, as set forth in any relevant agreement or as otherwise mutually agreed upon by the parties in writing. Service fees may include, but are not limited to, transaction fees, subscription fees, or any other fees associated with the use of the Services.

b. Carrier Charges: CCA shall collect fees from the Shipper on behalf of the Carrier for the drayage services provided in accordance with the rates, terms, and conditions agreed upon between the Shipper and Carrier, as set forth in any relevant agreement or as otherwise mutually agreed upon by the parties in writing. Carrier charges may include, but are not limited to, transportation charges, fuel surcharges, accessorial fees, or any other charges associated with the provision of drayage services.

c. Invoicing: Carriers shall invoice CCA for the drayage services provided, in accordance with the rates, terms, and conditions agreed upon between the parties. Invoices shall be submitted through the Services or as otherwise mutually agreed upon by the parties in writing. Invoices must include all required documentation, such as proof of delivery, bill of lading, or any other documents necessary to support the invoiced charges.

d. Payment Terms: Unless otherwise agreed upon between the parties in writing, CCA shall pay Carriers all properly invoiced amounts within thirty (30) days from the invoice date and Shippers shall pay CCA all properly invoiced amounts within fifteen (15) days from the invoice date. Payments shall be made through the Services or as otherwise mutually agreed upon by the parties in writing. Shippers may be required to establish and maintain a valid and approved payment method, such as a credit card or bank account, in connection with their use of the Services.

e. Incorrect Bill to Party and Invoice Correction Request (ICR): If a Carrier collects payment directly from the Shipper, the Shipper must immediately contact CCA and file for an Invoice Correction Request (ICR) for the incorrect bill to party. CCA will investigate the ICR and, if necessary, take appropriate action to correct the billing issue.

f. Disputed Charges: In the event of a dispute regarding any invoiced charges, the disputing party must notify the other party in writing within ten (10) days from the invoice date, providing a detailed explanation of the disputed charges and any supporting documentation. The parties shall work together in good faith to resolve any disputed charges promptly. If the parties are unable to resolve the disputed charges within thirty (30) days from the date of the written notice, either party may pursue any available legal remedies.

g. Late Payments: In the event that any payment is not received by the due date, the non-paying party may be subject to late payment fees, interest charges, or any other penalties in accordance with the Late Payment and Collections set forth in Section 18 of this Agreement.CCA may also suspend or terminate the non-paying party's access to the Services until all outstanding amounts are paid in full.

a. Drayage Rates: Drayage rates for services provided by Carriers shall be composed of a base rate and any applicable accessorials. The base rate typically includes line haul and fuel surcharge. Accessorials may include, but are not limited to, prepull, chassis, storage, chassis split, detention, congestion, overweight fee, hazardous materials (hazmat) fee, drop fee, equipment fee, and other additional charges as applicable.

b. Quoted Rates: Rates and fees for drayage services will initially be quoted to Shippers on the quote page of the Services based on the information provided by the Shipper. These quoted rates are subject to adjustment once a shipment has been finalized and the final invoice is generated. Carriers shall provide CCA with their rates, and CCA shall apply its margin and present the adjusted rates to Shippers. This ensures that the rates quoted to Shippers account for CCA's services and value provided through the platform.

c. Rate Adjustments: Rates and fees may be adjusted by Carriers and/or CCA to account for changes in circumstances, unforeseen events, or additional services required for the completion of a shipment. Carriers must notify CCA of any such adjustments as soon as practicable, and CCA shall notify Shippers accordingly. Adjustments may include, but are not limited to, changes in fuel surcharge, additional accessorials, or other cost increases arising from changes in the scope of services or other circumstances beyond the control of the parties.

d. Final Invoice: Upon the completion of a shipment, Carriers shall submit a final invoice to CCA, which shall include any adjusted rates and fees as agreed upon between the parties. CCA shall review the final invoice for accuracy and completeness and shall provide the final invoice to the Shipper for payment in accordance with the Payment Terms set forth in Section 11 of this Agreement.

e. Payment of Rates and Fees: Shippers shall be responsible for the payment of all rates and fees associated with the drayage services provided by Carriers, as set forth in the final invoice. Payments shall be made to CCA in accordance with the Payment Terms set forth in Section 11 of this Agreement.

f. Disputes: In the event of a dispute regarding any rates or fees charged for drayage services, the disputing party must notify the other party in writing within ten (10) days from the date of the final invoice, providing a detailed explanation of the disputed charges and any supporting documentation. The parties shall work together in good faith to resolve any disputed charges promptly. If the parties are unable to resolve the disputed charges within thirty (30) days from the date of the written notice, either party may pursue any available legal remedies.

a. Invoicing: Upon the completion of a shipment, Carriers shall submit an invoice to CCA, detailing the drayage services provided and including any applicable rates, fees, and adjustments as set forth in Section 12 of this Agreement. CCA shall review the submitted invoice for accuracy and completeness and shall prepare a final invoice, which incorporates CCA's margin and any other applicable charges or adjustments, to be provided to the Shipper for payment.

b. Billing Information: Shippers shall provide accurate and up-to-date billing information, including company name, billing address, and payment method, as part of their account registration with the Services. Shippers shall promptly notify CCA of any changes to their billing information.

c. Payment Terms: Payment terms for drayage services shall be in accordance with the terms set forth in Section 11 of this Agreement. Shippers are responsible for paying all amounts due as outlined in the final invoice provided by CCA. Payments shall be made to CCA using the payment method specified in the Shipper's account settings, unless otherwise agreed upon between CCA and the Shipper.

d. Late Payments: In the event that a Shipper fails to make payment in accordance with the Payment Terms set forth in Section 11 of this Agreement, CCA reserves the right to charge late fees or interest on the overdue amount at the maximum rate permitted by applicable law, or to suspend or terminate the Shipper's access to the Services until payment is received in full.

e. Disputed Charges: If a Shipper disputes any charges included in an invoice, the Shipper must notify CCA in writing within ten (10) days from the date of the invoice, providing a detailed explanation of the disputed charges and any supporting documentation. CCA shall work with the Carrier and the Shipper in good faith to resolve any disputed charges promptly. If the parties are unable to resolve the disputed charges within thirty (30) days from the date of the written notice, either party may pursue any available legal remedies.

f. Credits and Refunds: In the event that CCA, in its sole discretion, determines that a Shipper is entitled to a credit or refund, such credit or refund shall be applied to the Shipper's account or refunded using the payment method specified in the Shipper's account settings, as appropriate. Any credits or refunds issued shall be subject to the terms and conditions set forth in this Agreement and any other applicable agreements between the parties.

a. CCA Insurance: CCA maintains insurance coverage as a licensed freight broker, which includes a minimum of $100,000 in contingent cargo insurance and $1,000,000 in general liability insurance. This coverage serves to protect the interests of both Shippers and Carriers in the event of loss or damage to cargo, or other liabilities arising from the drayage services provided through the Services.

b. Carrier Insurance Requirements: Carriers providing drayage services through the Services shall maintain, at their own expense, insurance coverage that meets or exceeds the following minimum requirements:

c. Shipper Insurance Requirements: Shippers utilizing the Services shall be responsible for notifying CCA in writing if the value of their cargo exceeds $100,000. In such cases, Shippers may be required to obtain additional insurance coverage to adequately protect their interests in the event of loss or damage to the cargo.

d. Proof of Insurance: Carriers shall provide CCA with valid certificates of insurance evidencing the required coverage, and shall promptly notify CCA of any changes, cancellations, or lapses in coverage. CCA reserves the right to suspend or terminate a Carrier's access to the Services in the event of non-compliance with these insurance requirements.

e. Indemnification: In addition to the insurance requirements set forth in this Section, the indemnification provisions contained in this Agreement shall apply to any claims, losses, or damages arising from the drayage services provided through the Services.

a. Claims Submission: Shippers may submit claims for loss, damage, or delay of cargo through the designated "claims" page on the CCA website. All claims must be submitted in writing and accompanied by relevant documentation, including, but not limited to, proof of loss, invoices, and photographs.

b. Carrier Liability: Carriers utilized by BROKER shall agree in the Carrier Contract with BROKER to be liable for cargo loss or damage. The Carriers’ cargo liability for any one shipment shall not exceed $100,000; provided, however, that these limitations shall not apply if BROKER is notified by SHIPPER of the increased value prior to shipment pickup and with reasonable advance notice to allow BROKER and the Carrier to procure additional insurance coverage.

c. Cooperation in Claims Resolution: CCA, Shippers, and Carriers shall cooperate in good faith to promptly and fairly resolve any claims arising from the drayage services provided through the Services. This may include, but is not limited to, providing relevant documentation, participating in negotiations or mediation, and complying with applicable laws and regulations.

d. Limitation of Liability: It is understood and agreed that CCA is not a Carrier and that CCA shall not be liable under 49 USC § 14706 for loss, damage or delay in the transportation of SHIPPER's property unless caused by CCA’s negligent acts or omissions in the performance of this Agreement; and any such claim against CCA by SHIPPER must be made within ninety (90) days from the date of the loss, shortage, or damage; and any civil action in a court of law must be commenced within one (1) year from the date the CCA provides written notice to SHIPPER that all or any part of the claim is denied or disallowed.

e. Discretionary Payment of Claims by CCA: In the event CCA elects, in its sole and absolute discretion, to pay a claim for freight loss or damage made by the Shipper even though CCA has no contractual obligation to do so, upon such payment, the Shipper automatically assigns and transfers to CCA, without further action required, all of the Shipper's rights and claims against any and all parties that may be liable for the loss or damage, including, but not limited to, the motor carrier arranged by CCA to transport the shipment and the motor carrier that actually transported the shipment. Provided, however, the Shipper shall execute any written assignment or similar document if requested to do so by CCA. Where CCA elects to pay a claim and all rights thereto are assigned and transferred to CCA pursuant to this paragraph, the Shipper agrees to provide all documents and witnesses necessary for CCA to prosecute the claim.

f. Limitation on Special, Incidental, or Consequential Damages: In no event shall CCA or Carrier be liable to the Shipper for special, incidental, or consequential damages that relate to loss, damage, or delay to a shipment, unless the Shipper informed CCA in written or electronic form, prior to or when tendering a shipment or series of shipments to CCA, of the potential nature, type, and approximate amount of such damages, and CCA specifically agrees in written or electronic form to accept responsibility for such damages prior to CCA's acceptance of the shipment and issuance of Load Confirmation to a Carrier. In no event shall CCA or Carrier be liable for punitive or exemplary damages.

g. All Other Claims: CCA and Shipper shall notify each other of all known material details within forty-five (45) days of receiving notice of any claims other than cargo loss or damage claims, and shall update each other promptly thereafter as more information becomes available. Civil action, if any, shall be commenced within one (1) year from the date either party provides written notice to the other party of such a claim.

a. Carrier Compliance: Carriers are responsible for ensuring that all equipment used in the provision of drayage services, including, but not limited to, tractors, trailers, chassis, and containers, meet or exceed all applicable federal, state, and local laws, regulations, and standards related to safety, emissions, and equipment maintenance.

b. Inspection and Maintenance: Carriers shall maintain all equipment used in drayage services in good working order and in compliance with all applicable laws, regulations, and industry standards. Carriers are responsible for conducting regular inspections and performing necessary maintenance on their equipment to ensure its safe and efficient operation.

c. Equipment Documentation: Carriers shall maintain all required documentation, permits, licenses, and certifications related to their equipment and its operation, as required by applicable laws and regulations. Carriers shall provide copies of such documentation to CCA upon request.

d. Equipment Substitution: Carriers may not substitute equipment without the prior written consent of CCA. Any substituted equipment must meet or exceed the same safety, emissions, and maintenance standards as the original equipment.

e. Safety Equipment: Carriers shall ensure that all equipment used in drayage services is equipped with the necessary safety devices, including, but not limited to, rear impact guards, side under-ride guards, reflective markings, and functioning lights, as required by applicable laws and regulations.

f. Hazardous Materials: Carriers transporting hazardous materials in connection with drayage services shall ensure that their equipment complies with all applicable laws, regulations, and standards governing the transportation of hazardous materials, including the requirements of the U.S. Department of Transportation's Hazardous Materials Regulations (HMR) and any other applicable federal, state, or local laws and regulations.

g. Carrier Liability: Carriers shall be solely responsible and liable for any loss, damage, or injury resulting from their failure to maintain or operate their equipment in compliance with this Section and all applicable laws, regulations, and standards. Carriers shall indemnify and hold CCA harmless from any and all claims, damages, losses, or expenses, including reasonable attorney's fees, arising from or related to their failure to comply with the requirements of this Section.

a. Detention: Detention refers to fees incurred when a Carrier is delayed beyond the agreed-upon time for loading or unloading at the Shipper's or consignee's facility. Shippers shall be responsible for any detention fees incurred due to delays caused by circumstances beyond Carrier's control, such as Shipper's or consignee's inefficiencies or unavailability, unless such delays are a result of Carrier's negligent conduct.

b. Demurrage: Demurrage refers to fees incurred for the storage of containers at terminals, depots, shipping line, or storage facilities beyond the allotted free time provided by such facilities. Shippers shall be responsible for any demurrage fees incurred due to delays caused by circumstances beyond Carrier's control, such as terminal or depot inefficiencies or unavailability, unless such delays are a result of Carrier's negligent conduct.

c. Notification and Documentation: Carriers shall promptly notify CCA and the Shipper of any detention or demurrage charges incurred, providing all necessary documentation to support such charges. Shippers shall have the right to review and dispute any detention or demurrage charges within a reasonable time, as set forth in the Agreement.

d. Liability: Shippers shall be liable for payment of all detention and demurrage fees incurred as a result of circumstances beyond Carrier's control and not due to Carrier's negligent conduct. In the event of a dispute regarding the responsibility for detention or demurrage, the Shipper must notify CCA in writing within ten (10) days from the date of the invoice, providing a detailed explanation of the disputed charges and any supporting documentation. CCA shall work with the Carrier and the Shipper in good faith to resolve any disputed charges promptly. If the parties are unable to resolve the disputed charges within thirty (30) days from the date of the written notice, either party may pursue any available legal remedies.

a. Late Payments: If Shipper fails to make a payment by the due date specified on the invoice, Shipper shall pay CCA a late payment charge equal to the lesser of (a) one and a half percent (1.5%) per month on the outstanding balance or (b) the maximum rate permitted by applicable law. In addition, if a payment is more than thirty (30) days past due, CCA may, at its sole discretion and without liability to Shipper,

b. Collections: In the event CCA engages a third-party collection agency or takes legal action to collect any amounts due hereunder, Shipper agrees to pay all costs of collection, including without limitation, all court costs, attorneys’ fees, and other related expenses, incurred by CCA in collecting any such amounts.

c. Dispute Resolution: If the Shipper disputes any portion of an invoice or statement, it must provide written notice to CCA within ten (10) days of the invoice or statement date. Failure to provide such notice shall constitute a waiver of any and all claims related to such invoice or statement. The parties shall use commercially reasonable efforts to resolve any disputes within thirty (30) days of receipt of written notice of such dispute. Any unresolved dispute may be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

a. Cancellations: Shippers may cancel a scheduled drayage service without penalty if the cancellation request is received by CCA at least forty-eight (48) hours before the scheduled pickup time. If the cancellation request is received less than forty-eight (48) hours before the scheduled pickup time, Shippers will be subject to a cancellation fee equal to fifty percent (50%) of the quoted rate.

b. Amendments: Shippers may request amendments to the drayage services, such as changes to the pickup or delivery location, date, or time, by providing written notice to CCA at least twenty-four (24) hours before the scheduled pickup time. CCA will use commercially reasonable efforts to accommodate such amendment requests but cannot guarantee that Carriers will be able to accommodate all requested amendments. Shippers may be subject to additional fees for any amendments to the drayage services, as outlined in the Agreement or as agreed upon between CCA and the Shipper.

c. Carrier Cancellations and Amendments: In the event a Carrier must cancel or amend a scheduled drayage service due to unforeseen circumstances, the Carrier shall promptly notify CCA and the Shipper. CCA will use commercially reasonable efforts to find a replacement Carrier or arrange alternative drayage services for the Shipper. If CCA is unable to find a suitable replacement or alternative, CCA shall refund any prepaid fees for the canceled or amended drayage services to the Shipper.

a. On-Time Performance: Carriers shall use commercially reasonable efforts to meet the scheduled pickup and delivery times for drayage services. In the event a Carrier fails to meet the agreed-upon pickup or delivery time due to circumstances within the Carrier's control, the Shipper may be entitled to a service credit or other remedy as outlined in the Agreement or as agreed upon between CCA and the Shipper.

b. Communication and Tracking: Carriers shall provide timely and accurate communication and tracking updates to CCA and the Shipper throughout the drayage process, including updates on estimated arrival times, pickup and delivery confirmations, and any delays or issues encountered during transport.

c. Performance Metrics: CCA may monitor and assess Carrier performance based on various metrics, including on-time performance, communication and tracking updates, safety records, and customer feedback. CCA reserves the right to suspend or terminate a Carrier's access to the CCA platform for failure to meet minimum performance standards, as determined by CCA in its sole discretion.

d. Customer Support: CCA shall provide customer support to assist Shippers and Carriers in resolving issues related to drayage services, including billing disputes, service delays, and equipment or safety concerns. CCA's customer support contact information will be provided on the CCA platform and in communications with Shippers and Carriers.

a. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in and to the CCA platform, CCA TMS, and any other materials or technology provided by CCA (collectively, the "CCA Intellectual Property") are and shall remain the exclusive property of CCA or its licensors.

b. License: Subject to these Terms and Conditions and the Agreement, CCA hereby grants to Shippers and Carriers a limited, non-exclusive, non-transferable, and revocable license to access and use the CCA Intellectual Property solely for the purpose of utilizing the drayage services provided by this site. No other use of the CCA Intellectual Property is permitted, and all other rights in and to the CCA Intellectual Property are expressly reserved by CCA and its licensors.

c. Restrictions: Shippers and Carriers agree not to reproduce, modify, distribute, sublicense, reverse engineer, decompile, or create derivative works based on the CCA Intellectual Property, except as expressly permitted in writing by CCA. Shippers and Carriers shall not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices displayed on or in connection with the CCA Intellectual Property.

d. User Content: Shippers and Carriers retain ownership of any content, data, or materials provided or submitted by them in connection with their use of the CCA platform and CCA TMS (collectively, "User Content"). Shippers and Carriers grant CCA a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, distribute, display, perform, and modify User Content as necessary to provide the drayage services and for any other purposes related to CCA's business operations.

a. Confidential Information: "Confidential Information" means any non-public information, including but not limited to trade secrets, financial data, customer information, pricing information, and business plans, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the drayage services provided by this site, whether disclosed in writing, orally, or by any other means.

b. Protection of Confidential Information: The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under these Terms and Conditions and the Agreement.

c. Exceptions: The obligations of confidentiality set forth in this section shall not apply to information that:

d. Required Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order or other appropriate remedy to prevent or limit the disclosure of the Confidential Information.

a. Third-Party Services: The CCA platform and CCA TMS may include or be integrated with third-party services, software, data, or content (collectively, "Third-Party Services"). Such Third-Party Services are provided by their respective providers, and their use is subject to their respective terms and conditions. CCA makes no representations or warranties regarding the availability, performance, or functionality of any Third-Party Services and disclaims any liability for any issues arising from or related to their use.

b. Integrations: Shippers and Carriers may choose to integrate their own or third-party software, systems, or services with the CCA platform or CCA TMS (collectively, "Integrations"). Shippers and Carriers are solely responsible for the proper functioning and security of any Integrations they implement and for ensuring compliance with any applicable terms and conditions of the Integration providers. CCA disclaims any liability for any issues arising from or related to the use of Integrations.

c. Data Sharing: In connection with the use of Third-Party Services or Integrations, Shippers and Carriers may be required to share certain data, including User Content and Confidential Information, with the providers of such services. Shippers and Carriers are responsible for obtaining any necessary consents, authorizations, or agreements required to share such data with the providers of Third-Party Services or Integrations.

a. Privacy Policy: CCA's collection, use, and disclosure of personal information and other data in connection with the drayage services are governed by CCA's Privacy Policy, which is available on the CCA platform and incorporated by reference into these Terms and Conditions.

b. Data Security: CCA shall implement and maintain reasonable security measures designed to protect personal information and other data collected, used, or disclosed in connection with the drayage services from unauthorized access, use, disclosure, alteration, or destruction. Shippers and Carriers are responsible for implementing and maintaining appropriate security measures for their own systems, networks, and devices used to access and use the CCA platform and CCA TMS.

c. Compliance with Laws: Shippers and Carriers shall comply with all applicable data protection and privacy laws, regulations, and industry standards, including but not limited to the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), in connection with their use of the CCA platform and CCA TMS and any collection, use, or disclosure of personal information or other data.

a. During the term of this Agreement and for a period of one (1) year following its termination or expiration, neither Shipper nor Carrier shall directly or indirectly solicit, initiate, or engage in any business relationship for the provision of drayage services with any Carrier or Shipper, respectively, that was first introduced to such party through the CCA platform or CCA TMS, or in connection with the use of the Services. Both Shipper and Carrier acknowledge and agree that any such Carrier or Shipper shall provide and receive drayage services exclusively through the CCA platform and CCA TMS, unless the parties mutually agree otherwise in writing.

b. The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of one (1) year and shall be limited to situations where the Carrier or Shipper contacts the other party seeking to establish a business relationship for drayage services that bypasses or circumvents the involvement of CCA.

c. In the event that either Shipper or Carrier violates this Non-Solicitation provision by entering into a direct or indirect business relationship for drayage services with a Carrier or Shipper that was first introduced to such party through the CCA platform or CCA TMS, the violating party shall be jointly and severally liable, along with the other party involved in the prohibited business relationship, to CCA for liquidated damages in an amount equal to twenty percent (20%) of all revenues invoiced by the Carrier to the Shipper during the duration of the prohibited business relationship for drayage services. The parties acknowledge and agree that this liquidated damages amount represents a reasonable estimate of the harm that CCA would suffer as a result of a breach of this Non-Solicitation provision, and is not intended as a penalty.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY THIS SITE, INCLUDING THE CCA PLATFORM, CCA TMS, AND ANY THIRD-PARTY SERVICES OR INTEGRATIONS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. CCA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SHIPPERS OR CARRIERS FROM CCA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CCA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE AGREEMENT, OR THE SERVICES PROVIDED BY THIS SITE, INCLUDING THE CCA PLATFORM, CCA TMS, AND ANY THIRD-PARTY SERVICES OR INTEGRATIONS, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CCA'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE AGREEMENT, OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY SHIPPER OR CARRIER, AS APPLICABLE, TO CCA FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

a. Shippers and Carriers agree to indemnify, defend, and hold harmless CCA and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

b. CCA reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder, in which event Shippers and Carriers shall cooperate with CCA in asserting any available defenses.

Neither CCA nor any Shipper or Carrier shall be liable for any delay or failure to perform any of its obligations under these Terms and Conditions or the Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor strikes or disputes, government actions, fires, floods, earthquakes, epidemics, pandemics, embargoes, or severe weather conditions (a "Force Majeure Event"). In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing and use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.

These Terms and Conditions and the Agreement, and any disputes arising out of or in connection therewith, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for the resolution of any disputes arising out of or in connection with these Terms and Conditions, the Agreement, or the drayage services provided by this site, and waives any objections to such jurisdiction or venue.

a. Negotiation: In the event of any dispute arising out of or in connection with these Terms and Conditions, the Agreement, or the drayage services provided by this site, the parties shall first attempt to resolve the dispute through good faith negotiations for a period of at least thirty (30) days from the date of written notice of the dispute.

b. Arbitration: If the parties are unable to resolve the dispute through good faith negotiations, the dispute shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, appointed by the AAA in accordance with its rules. The arbitration shall take place in Wilmington, Delaware, unless the parties mutually agree upon a different location. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

c. Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction in the event of a breach or threatened breach of intellectual property rights or confidentiality obligations, or to enforce an arbitration award or the payment of amounts due under these Terms and Conditions or the Agreement.

d. Waiver of Class Action: Shippers and Carriers hereby waive any right to participate in any class action or class-wide arbitration, and agree that any arbitration or legal action hereunder shall be conducted on an individual basis only.

CCA reserves the right to update, modify, or replace these Terms and Conditions at any time, in its sole discretion, by posting the updated version on the CCA platform. Shippers and Carriers are responsible for reviewing any changes to these Terms and Conditions and agree to be bound by the updated version if they continue to use the CCA platform or CCA TMS after the updated version has been posted. If Shippers or Carriers do not agree to the updated Terms and Conditions, their sole remedy is to discontinue using the CCA platform and CCA TMS.

Shippers and Carriers may not assign, transfer, or subcontract their rights or obligations under these Terms and Conditions or the Agreement without the prior written consent of CCA. CCA may assign, transfer, or subcontract its rights or obligations under these Terms and Conditions or the Agreement without the consent of Shippers or Carriers.

All notices, requests, and other communications required or permitted under these Terms and Conditions or the Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered in person; (b) when sent by email (with confirmation of receipt); or (c) when sent by registered or certified mail (return receipt requested), postage prepaid, to the addresses or email addresses specified in the Agreement or such other addresses or email addresses as a party may designate by notice to the other party.

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if modification is not possible, severed from these Terms and Conditions, and the remaining provisions shall remain in full force and effect.

No waiver of any provision of these Terms and Conditions or the Agreement, or any rights or obligations of any party hereunder, shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. Any waiver shall apply only to the specific instance and for the specific purpose for which it is given and shall not constitute a continuing waiver or a waiver of any other provision, right, or obligation.

These Terms and Conditions, together with the Agreement, any exhibits, schedules, or attachments thereto, and any other documents incorporated by reference herein or therein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter. In the event of any conflict or inconsistency between these Terms and Conditions and the Agreement, the provisions of the Agreement shall control.

Nothing in these Terms and Conditions or the Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between CCA and any Shipper or Carrier. Shippers and Carriers are independent contractors, and neither party has the authority to bind the other or to incur any obligation on behalf of the other, except as expressly provided in these Terms and Conditions or the Agreement.

Shippers and Carriers shall comply with all applicable federal, state, and local laws, regulations, and industry standards governing drayage operations, including but not limited to those related to transportation, safety, labor, employment, customs, and environmental matters. Shippers and Carriers shall be responsible for obtaining and maintaining all permits, licenses, and certifications required for their drayage operations and shall provide CCA with copies of such permits, licenses, and certifications upon request.

Shippers and Carriers shall comply with all applicable U.S. export control laws and regulations, including but not limited to the Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR"). Shippers and Carriers shall not, directly or indirectly, export, re-export, or transfer any goods, technology, or services subject to these Terms and Conditions or the Agreement to any country, person, or entity subject to U.S. export restrictions or prohibitions, without obtaining all required government authorizations and licenses.

If you have any questions or concerns regarding these Terms and Conditions, the Agreement, or the CCA platform and CCA TMS, please contact us at: