Broker-Carrier Agreement

1. Definitions

• "Shipment" means the property tendered for transportation under a Freight Job, including household goods.
• "Shipper" means the Customer who posted the Freight Job, and includes the consignor and consignee where the context requires.
• "Rate" means the price for the Shipment that the Carrier bid and the Shipper accepted, or the fixed price the Carrier accepted, as recorded in the Booking.
• "Load Confirmation" means the Booking record in the Services, including the Job description, pickup and delivery details, Rate and any special instructions.

2. Relationship of the Parties

2.1 Broker. CouthActs arranges transportation as a broker under 49 U.S.C. § 13904 and 49 C.F.R. Part 371. CouthActs is not a carrier, does not take possession of any Shipment, and does not control the means or methods of the Carrier's operations.

2.2 Carrier. Carrier is an independent contractor and the motor carrier for each Shipment it accepts. Carrier has exclusive control over its drivers, employees, agents, equipment and operations, and is solely responsible for their compliance with law, their wages, benefits, taxes and insurance, and for their safety. Nothing in this Agreement makes Carrier or its personnel an employee, agent or joint venturer of CouthActs.

2.3 No exclusivity. Carrier is not required to accept any Freight Job. CouthActs is not required to offer any minimum volume.

3. Carrier's Authority and Compliance

3.1 Authority. Carrier represents and warrants, for as long as this Agreement is in effect, that it: (a) holds an active USDOT number and active FMCSA operating authority as a motor carrier of property (and, for household goods Shipments, as a household goods motor carrier); (b) holds any intrastate authority required for intrastate Shipments; (c) does not have an "Unsatisfactory" safety rating and is not subject to any out-of-service order; and (d) complies with the Federal Motor Carrier Safety Regulations, the Hazardous Materials Regulations where applicable, and all other applicable laws, including those on hours of service, driver qualification, drug and alcohol testing, vehicle maintenance, size and weight, and cargo securement.

3.2 Verification by CouthActs. Carrier must pass Provider Verification for each freight mode before accepting Freight Jobs in it, as described in Section 4.6 of the Terms and Section 3 of the Provider Agreement. Carrier authorizes CouthActs to check its records with FMCSA and other public sources, its insurers and producers, and licensing authorities, at onboarding and afterwards.

3.3 Notice of changes. Carrier must notify CouthActs at support@couthacts.com within forty-eight (48) hours if its operating authority is revoked, suspended or becomes inactive, if any required insurance is cancelled, non-renewed or reduced, if it receives an out-of-service order or an "Unsatisfactory" or "Conditional" safety rating, or if any other information it provided becomes inaccurate. CouthActs suspends Carrier's approval for the affected mode automatically when any required authority, insurance or license lapses.

4. Insurance

4.1 Minimum coverage. At its own cost, Carrier must maintain, with insurers rated A- or better by AM Best (or otherwise acceptable to CouthActs), at least the following:

4.2 Certificates. Carrier must provide certificates of insurance naming CouthActs Incorporated as certificate holder for each coverage, before approval and on each renewal, and must ask its insurers to give CouthActs advance notice of cancellation where they offer it. Cargo coverage must not exclude unattended vehicles, the commodities Carrier hauls, or loads brokered by a third party, unless Carrier tells CouthActs in writing and declines Shipments that would not be covered.

4.3 No limitation. The insurance requirements are minimums and do not limit Carrier's liability.

5. Performance of Shipments

5.1 Load Confirmation. Each Load Confirmation is a separate contract for the Shipment, governed by this Agreement. Carrier must transport the Shipment as described in the Load Confirmation, with suitable, clean, safe and properly equipped equipment, and must not deviate from special instructions (including temperature, securement and hazardous materials requirements) without the Shipper's written consent through the Services.

5.2 Bill of lading. Carrier must issue a receipt or bill of lading for each Shipment as required by 49 U.S.C. § 14706(a)(1), naming Carrier as the carrier. If a bill of lading is issued by the Shipper or any other person, Carrier is the carrier under it. Terms in any bill of lading, tariff or other Carrier document that conflict with this Agreement or that limit Carrier's liability below that required by Section 6 do not apply unless the Shipper agrees to them in writing in a manner that complies with 49 U.S.C. § 14706(c).

5.3 Delivery and the PIN. Carrier must obtain a signed delivery receipt and enter the Shipper's delivery PIN in the Services only after delivery is complete, and must upload or provide proof of delivery on request.

5.4 No double brokering or co-brokering. Carrier must transport each Shipment itself, using its own employees and equipment, or equipment leased in compliance with 49 C.F.R. Part 376. Carrier must not re-broker, co-broker, assign, subcontract, interline or tender any Shipment to another carrier or broker without CouthActs' prior written consent and the Shipper's consent through the Services. Any unauthorized re-brokering is a material breach, entitles CouthActs to withhold payment of the Rate to the extent of any resulting loss and to report the matter to FMCSA, and does not relieve Carrier of liability for the Shipment.

5.5 Household goods. For household goods Shipments, Carrier must comply with 49 C.F.R. Part 375, including written estimates, the order for service, the bill of lading, inventory, weighing, the liability options it must offer, and the dispute settlement program it must participate in.

6. Cargo Liability and Claims

6.1 Carmack liability. Carrier is liable for loss of, damage to and delay of each Shipment from the time it is tendered to Carrier until delivery, as a motor carrier under 49 U.S.C. § 14706 (the Carmack Amendment), for the full actual loss, unless the Shipper has agreed in writing to a lower released value in a manner that complies with 49 U.S.C. § 14706(c).

6.2 Claims process. Carrier will acknowledge, investigate and resolve cargo claims in accordance with 49 C.F.R. Part 370, including acknowledging each claim within thirty (30) days and paying, declining or making a firm compromise offer within one hundred twenty (120) days. Carrier agrees that a claim filed with CouthActs as broker on the Shipper's behalf is a claim filed with Carrier. CouthActs may, but need not, pay a Shipper's claim and then recover the amount from Carrier, and Carrier assigns to CouthActs, and must pay CouthActs, any amount CouthActs pays on a claim for which Carrier is liable.

6.3 No broker liability. As between CouthActs and Carrier, Carrier bears all liability for loss of, damage to and delay of Shipments, and CouthActs, as broker, has no liability for them.

7. Payment

7.1 Rate. CouthActs will pay Carrier the Rate for each Shipment, less the escrow fee set out in the Escrow and Payments Terms, which is CouthActs' compensation from Carrier for brokering the Shipment. No other charge (including detention, layover, lumper or accessorial charges) is payable unless the Shipper agrees to it in writing through the Services before it is incurred.

7.2 When paid. CouthActs releases payment to Carrier's Wallet when the Booking is completed under Section 5 of the Escrow and Payments Terms, and Carrier may withdraw it under Section 6 of those terms. CouthActs may withhold payment for a Shipment that is the subject of an open dispute or claim until it is resolved, and may set off amounts Carrier owes CouthActs under this Agreement.

7.3 Carrier looks only to CouthActs. CouthActs collects the Rate from the Shipper before the Shipment moves. Carrier agrees to look solely to CouthActs for payment of the Rate and waives, to the fullest extent permitted by law, any right to collect freight charges from the Shipper, consignor or consignee, including under any bill of lading. If CouthActs fails to pay amounts due, Carrier's remedy is against CouthActs and its financial security under 49 U.S.C. § 13906(b).

7.4 Time to bill. Carrier waives any claim for unpaid freight charges not submitted to CouthActs within one hundred eighty (180) days after delivery, to the extent permitted by 49 U.S.C. § 14705.

8. Records

8.1 Broker records. CouthActs keeps a record of each Shipment it brokers for three (3) years, as required by 49 C.F.R. § 371.3. Carrier has the right to review the record of any transaction to which it is a party. To review a record, email legal@couthacts.com with the Booking's tracking code.

8.2 Carrier records. Carrier must keep the records the law requires for each Shipment and provide copies of bills of lading, delivery receipts and other Shipment documents to CouthActs on request.

9. Indemnity

9.1 Carrier indemnity. Carrier will defend, indemnify and hold harmless CouthActs, its parent, affiliates and licensors, and their directors, officers, employees and agents, and each Shipper, from and against all claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the transportation of any Shipment, including bodily injury, death and property damage; (b) loss of, damage to or delay of any Shipment; (c) the acts or omissions of Carrier, its drivers, employees, agents and subcontractors; (d) Carrier's breach of this Agreement or violation of law; (e) any claim by Carrier's personnel or any government authority concerning their wages, benefits, employment status, classification or taxes; and (f) any unauthorized re-brokering of a Shipment. This indemnity does not apply to the extent a loss is caused by the negligence or willful misconduct of the person seeking indemnity.

9.2 Survival. This Section 9 survives termination of this Agreement.

10. Non-Solicitation

During the term of this Agreement and for twelve (12) months after Carrier's last Shipment brokered by CouthActs, Carrier will not, to the extent permitted by law, knowingly solicit or accept freight directly from any Shipper that CouthActs introduced to Carrier through the Services, for the purpose of moving that freight outside the Services. This Section does not restrict Carrier from serving a shipper with which it had a documented business relationship before the introduction, or a shipper that approaches Carrier through Carrier's general advertising.

11. Confidentiality

Carrier must keep confidential the Rates, Shipper identities and Shipment information it receives through the Services, and use them only to perform Shipments, except as required by law.

12. Term and Termination

Either party may terminate this Agreement on written notice, which for Carrier includes closing its Provider profile. CouthActs may suspend or terminate it immediately under Section 10 of the Provider Agreement. Termination does not affect Shipments already accepted, which must be completed under this Agreement unless CouthActs or the Shipper cancels them.

13. General

13.1 Waiver under 49 U.S.C. § 14101(b). To the extent permitted by 49 U.S.C. § 14101(b), the parties expressly waive all rights and remedies under 49 U.S.C. Subtitle IV, Part B, that conflict with this Agreement, except for the registration, insurance, safety fitness and Carmack Amendment requirements, which are not waived.

13.2 Incorporated terms. Sections 20 to 26 of the Terms (limitation of liability, arbitration, governing law, sanctions, electronic communications, changes and general terms) apply to this Agreement, except that Section 20.3 of the Terms does not limit Carrier's liability under Sections 6 and 9 of this Agreement.

13.3 Notices. Notices to CouthActs: legal@couthacts.com and CouthActs Incorporated, Attn: Legal, 1412 Main St STE 609, Dallas, TX 75202, United States.

Version History