1.      GENERAL.  As used herein, "Broker" is Unlimited Freight Solutions, LLC d/b/a Scout Freight and "Customer" is the person or entity identified as the customer in Broker's order acknowledgement or quotation (the "Order"). These General Terms and Conditions and all other sections of the Order are collectively referred to as the "Agreement". The Agreement sets forth the entire, exclusive and complete agreement of Broker and Customer with respect to the performance of services by Broker and supersedes any prior or contemporaneous written or oral agreement, understanding and communications and any course of dealing, usage of trade or course of performance. This Agreement prevails over any of Customer's terms and conditions of purchase or purchase order, regardless of whether or when Customer submitted such terms and conditions or purchase order. Fulfillment of Customer's order does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend this Agreement. No waiver or modification of this Agreement shall be effective unless in writing and signed by both Broker and Customer.
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2.       SERVICES. Broker agrees to arrange for transportation of Customer's freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all laws and regulations applicable to Broker in its capacity as a property broker. Broker's responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of Customer's freight.
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3.       VOLUME. Customer will tender certain shipments, from time to time, to Broker. Customer is not restricted from tendering freight to other brokers, or directly to motor carriers. Broker is not restricted from arranging transportation for other parties or declining to arrange transportation for any particular shipment tendered by Customer.
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4.       CUSTOMER RESPONSIBILITIES. Customer shall be responsible to Broker for timely and accurate delivery instructions and description of the cargo, including any special handling requirements, for any shipment. Customer is responsible for proper packaging, marking, labeling, blocking, bracing, loading, and documentation unless the parties agree otherwise in writing. Customer shall comply with all government requirements pertaining to the freight, including all applicable federal, state and local regulations. Broker shall not be responsible for any liabilities, fines or penalties resulting from Customer's failure to comply with the legal or regulatory requirements of any governmental agency.
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5.       FREIGHT CARRIAGE.  Broker shall make commercially reasonable efforts to place Customer's loads with carriers that, at the time of selection, hold operating authority required by applicable law and maintain insurance coverage customarily required for the type of service arranged. Notwithstanding the foregoing, the parties understand and agree that Broker makes no express or implied warranties or guarantees concerning carrier performance, delivery time or the locating of a carrier to provide the transportation services requested by Customer. Moreover, Customer acknowledges and agrees that such carriers may limit Customer's recovery for claims for cargo loss, damage or delay. Broker is not liable for acts or omissions of carriers, including, without limitation, loss, damage, delay, misdelivery, theft, temperature deviation, contamination, or failure to deliver.
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6.       RECEIPTS AND BILLS OF LADING.  If requested by Customer, Broker agrees to provide Customer with proof of acceptance and delivery of such loads in the form of a signed bill of lading or proof of delivery. Customer's insertion of Broker's name on the bill of lading shall be for Customer's convenience only and shall not change Broker's status as a property broker. The terms and conditions of any freight documentation used by Customer, Broker or a carrier selected by Broker may not supplement, alter, or modify the terms of this Agreement.
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7.       PAYMENTS.  Unless otherwise agreed by the parties, Broker will invoice Customer for its services in accordance with the rates, charges and provisions set forth in Broker's price list in effect from time to time, and any written supplements or revisions that are mutually agreed to between the parties. Customer shall pay Broker's invoice within thirty (30) days after the invoice date without deduction or setoff. Customer shall pay interest on all late payments at the lesser of the rate of 0.5% per month or the highest rate permissible under applicable law, from the date due until paid in full. Customer shall also reimburse Broker for all costs incurred in collecting any late payments, including reasonable attorneys' fees and court costs. Broker reserves the right, in its sole discretion, to require prepayment, a deposit or a personal/corporate guaranty before arranging any shipment, and to refuse service to any Customer with an overdue account.
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8.      FREIGHT CLAIMS.  In the event of a cargo loss, damage or shortage claim, Customer agrees to notify Broker immediately by phone and to subsequently submit to Broker a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage, within thirty (30) days following the date of delivery. Broker may, as a courtesy, provide reasonable assistance to Customer in its filing and processing of cargo claims with the responsible carrier. If payment of a claim is made by Broker to Customer, Customer automatically assigns its rights and interest in the claim to Broker. Customer understands and agrees that the underlying carrier may have a limitation of liability in place that limits Customer's recovery with respect to such claims. It is understood that Broker is not a carrier and that Broker shall not be held liable for loss, damage or delay in the transportation of Customer's property.
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9.      OTHER CLAIMS.  The parties shall notify each other within sixty (60) days of learning of any claims other than cargo loss, damage or shortage claims, and shall file any such claims with the other party within one hundred eighty (180) days from the date of notice. Civil action, if any, shall be commenced in a court of law within two (2) years from the date either party provides written notice to the other party of such a claim.

10.    HAZARDOUS MATERIALS.  Customer shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR § 172.800, § 173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. Customer is obligated to inform Broker immediately if any such shipments constitute hazardous materials.
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11.    INDEMNIFICATION.  Customer shall defend, indemnify, and hold harmless Broker, its affiliates, officers, directors, employees, agents, and representatives from and against any claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including attorneys' fees, arising out of or related to inaccurate shipment information, improper packaging or loading, undisclosed or misdeclared cargo, hazardous materials, regulatory violations, cargo ownership disputes, or Customer's breach of this Agreement.
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12.    LIMITATION ON LIABILITY.  To the maximum extent permitted by law, Broker's liability for any claim arising from or related to the services shall be limited to the amount of Broker's compensation for the specific shipment giving rise to the claim. BROKER SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOSS OF MARKET, PRODUCTION DELAYS, BUSINESS INTERRUPTION, LOSS OF USE, DIMINUTION IN VALUE OR LOSS OF GOODWILL, EVEN IF BROKER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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13.    SEVERABILITY.  In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect.
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14.    INDEPENDENT CONTRACTOR.  It is understood between Broker and Customer that Broker is not an agent for the carrier or Customer and shall remain at all times an independent contractor. Customer does not exercise or retain any control or supervision over Broker, its operations, employees, or carriers.
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15.    NON-WAIVER.  Failure of either party to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
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16.    FORCE MAJEURE.  Neither party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Customer or Broker, provided that the party so prevented uses its commercially reasonable efforts to perform under this Agreement and provided further, that such party provides reasonable notice to the other party of such inability to perform.
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17.    GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Hamilton County, Tennessee in any legal suit, action or proceeding arising out of or based upon this Agreement or the services provided hereunder. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.