Nexus Auto Transport - TERMS AND CONDITIONS

1. ACCEPTING THESE TERMS

This document, the carrier load acceptance page (“Carrier Load Acceptance Page”), and the dispatch sheet (“Dispatch Sheet”) referenced herein make up the entirety of the terms and conditions (“Terms and Conditions” or “Agreement”) governing the relationship between you (“you” or the “Carrier”) and Nexus AT, LLC, an Illinois limited liability company, (“Nexus Auto Transport”). The Terms and Conditions are a legally binding contract between you Nexus Auto Transport and become effective upon your acceptance of the terms of a Carrier Load Acceptance Page. This contract sets out your rights and responsibilities when you accept the terms of a Carrier Load Acceptance Page from Nexus Auto Transport to transport a vehicle. Please read them carefully.

2. CHANGES

Nexus Auto Transport may amend the Terms and Conditions at any time by providing you with a revised version. The revised version will be effective at the time you receive the revised version.

3. NEXUS AND CARRIER’S SERVICES

You (“you” or “Carrier”) have accepted the terms of the Carrier Load Acceptance Page from Nexus Auto Transport, to transport a vehicle on behalf of a customer (“Customer”). Nexus Auto Transport’s Services are considered rendered when you have accepted the terms of a Carrier Load Acceptance Page (the “Nexus’s Broker Services”). In providing Nexus’s Broker Services, Nexus Auto Transport is acting solely in the capacity of a vehicle transport broker to connect you with a Customer who is seeking to transport vehicle. Nexus Auto Transport’s involvement is limited strictly to the role of a broker between services sought by the Customer and fulfilled by Carrier. Nothing in this Agreement shall be construed to mean Nexus Auto Transport is subcontracting work to Carrier. Nexus Auto Transport is not responsible for moving any vehicle nor will Nexus Auto Transport take possession of any vehicle.

Carrier represents and warrants that it is legally qualified in accordance with all applicable federal, state, local, provincial, foreign, and international laws, statutes, regulations, rules, and ordinances (collectively, “Applicable Laws”) to provide, as a motor carrier, the interstate, intrastate, interprovincial, intraprovincial, cross-border and / or international motor carrier transportation services of transporting a vehicle (“Carrier's Services”) contemplated by this Agreement. Carrier expressly agrees to receive calls, including automated calls, text messages and emails from Nexus Auto Transport in relation to Carrier’s Services. Furthermore, by providing an email address, Carrier shall be automatically subscribed to Nexus Auto Transport’s email newsletter, if any such newsletter exists, as well as marketing emails from Nexus Auto Transport. Carrier may opt out of receiving any of the above listed types of communication by emailing help@nexusautotransport.com.

4. CARRIER’S WARRANTIES AND REPRESENTATIONS

(A) Carrier agrees to comply with all Applicable Laws in the performance of Carrier’s Services and its obligations under this Agreement, including (i) the U.S. Federal Motor Carrier Safety Administration (“FMCSA”) and all rules and regulations promulgated thereunder; and (ii) Applicable Laws relating to air quality and the environment.

(B) Carrier shall maintain at all times an “Excellent,” “Satisfactory,” “Satisfactory – unrated,” “Satisfactory – unaudited”, “Continue to Operate,” or an unrated safety rating as required under Applicable Laws. Carrier further represents and warrants that it does not have an unsatisfactory, conditional, or unfit safety rating from the FMCSA or any other regulatory authority with jurisdiction over Carrier’s operations. If Carrier (i) receives or is notified it may receive any such unsatisfactory, unfit or conditional safety rating, (ii) is notified of any intervention, investigation, safety audit or compliance review initiated by or on behalf of FMCSA or any other relevant regulatory authority, or (ii) is otherwise prohibited by Applicable Law from performing Carrier’s Services hereunder, Carrier will not transport any vehicles tendered to Carrier and will promptly notify Nexus Auto Transport of such notification, failure or prohibition.

(C) Carrier further represents, warrants and agrees that (i) it has provided or will provide all notices and obtained or will obtain all rights, consents and permissions (collectively, “Consents”) necessary to provide Nexus Auto Transport with the personally identifiable information of any Carrier Representative, including any Driver (as defined below), provided to Nexus Auto Transport; and (ii) it is in compliance, and will remain in compliance during the term of this Agreement, with all Applicable Laws relating to data protection, privacy, personal information, identity theft, data breach, consumer protection, and data security.

(D) Carrier is solely responsible for controlling the method, manner, and means of accomplishing the performance of Carrier’s Services. Carrier and its Drivers are responsible for performing Carrier’s Services in a timely manner without damage in transit, as well as determining the appropriate route for transportation. “Driver” means, collectively, the employees of Carrier, any contractors of Carrier (including owner-operators under contract with Carrier and any employees of any such owner-operator) and any other service provider or other personnel of Carrier, in each case, who is assigned to operate any motor vehicle transporting any vehicle on behalf of Carrier.

(E) All vehicles transported by Carrier must be transported pursuant to Carrier’s operating authority even if the Drivers assigned to Carrier’s Services have their own separate operating authorities from the FMCSA. Carrier specifically agrees that all vehicles transported by Carrier pursuant to these Terms and Conditions shall be transported on equipment operated only under the authority of Carrier and that Carrier will not in any manner sub-contract, broker, or in any other form arrange for the vehicles to be transported by a third party without the prior written consent of Nexus Auto Transport. If Carrier violates the foregoing prohibition, in addition to any other rights and remedies available to Nexus Auto Transport, Nexus Auto Transport may, in its sole discretion, pay the underlying third-party carrier directly, and such payment will relieve Nexus Auto Transport of any and all payment obligations to Carrier. Carrier will perform Carrier’s Services without unreasonable delay and will promptly communicate to Nexus Auto Transport any event or circumstance that may cause delay in transit.

(F) In the performance of Carrier’s Services, Carrier will be solely responsible for the acts and omissions of each of its employees, agents, representatives, contractors (including independent contractors) and any other service providers engaged by Carrier (including its Drivers, collectively, “Carrier Representatives”).

(G) Carrier must utilize only competent and able personnel who are legally licensed in accordance with Applicable Laws to perform Carrier’s Services. Carrier will be solely responsible for ensuring, and will ensure, at Carrier’s cost and expense, that such Carrier Representatives are fully qualified to perform Carrier’s Services hereunder. Carrier will also ensure that any Driver providing Carrier’s Services (i) has sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours-of-service regulations and other Applicable Laws, and (ii) complies with applicable drug and alcohol testing requirements and any other safety and security requirements under Applicable Laws. Carrier is solely responsible for determining whether scheduled Carrier’s Services can be completed on time without violation of Applicable Law.

(H) The relationship between Nexus Auto Transport and Carrier is solely as independent business enterprises, each of which operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This Agreement is not an employment agreement. Carrier assumes full responsibility for all taxes, assessments, insurance (including workers’ compensation, unemployment compensation, disability, pension, and social security insurance) and other financial obligations due to or otherwise involving Carrier Representatives (including compensation of its Drivers) arising out of Carrier’s Services. Nexus Auto Transport is not an agent of Carrier or Customer, and Carrier is not an agent of Nexus Auto Transport. This Agreement does not create a joint venture, joint enterprise or partnership between Nexus Auto Transport, the Customer, and/or Carrier.

(I) Carrier will furnish all equipment necessary or required for the performance of Carrier’s Services (the “Equipment”). Carrier will maintain all Equipment (i) in good repair and clean, working condition, and (ii) in full compliance with Applicable Laws.

5. INSURANCE REQUIREMENTS

Carrier agrees to maintain, at its own expense, the following minimum insurance coverages when providing Carrier’s Services:

• Cargo Insurance: Carrier agrees to maintain cargo insurance with a minimum coverage of One Hundred Thousand Dollars ($100,000.00) per shipment. This insurance must cover loss, theft, or damage to the transported goods while in Carrier's care, custody, and control.
• Liability Insurance: Carrier agrees to maintain a minimum of One Million Dollars ($1,000,000.00) in commercial general liability insurance. This policy must provide coverage for bodily injury, property damage, and other liabilities arising from Carrier's Services.
• Commercial Automobile Liability: Carrier agrees to maintain a minimum of One Million Dollars ($1,000,000.00) in commercial automobile liability insurance. This insurance must cover bodily injury, property damage, and other liabilities arising from the operation, maintenance, or use of all motor vehicles engaged in transporting Customer’s vehicles under these Terms and Conditions.

Carrier shall provide proof of such insurance upon request. Any lapse or cancellation of required coverage must be reported to Nexus Auto Transport immediately.

6. PAYMENT

The fee for providing Carrier’s Services will be set forth in the Carrier Load Acceptance Page and the Dispatch Sheet. By accepting the terms of a Carrier Load Acceptance Page, you agree that the presented fee constitutes payment in full for Carrier’s Services.

Unless Nexus Auto Transport has agreed to collect your fees for providing Carrier’s Services on the Carrier Load Acceptance Page or Dispatch Sheet, Customer is fully responsible for payment of the fee to Carrier. If Nexus Auto Transport agreed to collect your fee, such fee will be sent to you upon Nexus Auto Transport’s receipt of confirmation of delivery of the vehicle(s) and Nexus Auto Transport in its sole discretion reserves the right to withhold all or a portion of the fee in the event of a dispute between you and Customer regarding the delivery of the vehicle(s). You also agree that Nexus Auto Transport has the right in its sole discretion to offset your fee against any damage or other loss claimed by the Customer. Nexus Auto Transport shall have no other obligations with respect to your fee, including to verify or determine the extent of Customer complaints or claims. Unless otherwise agreed by you, you will collect payment from Customer in full by cash or certified check upon delivery of the vehicle(s). If Customer fails to make payment to Carrier at the time of delivery, Nexus Auto Transport shall bear no responsibility or liability for any unpaid amounts. Carrier further agrees to indemnify and hold Nexus Auto Transport harmless from any claims, demands, or actions arising from non-payment to Carrier by Customer.

Carrier is solely responsible for all costs and expenses (including, without limitation, equipment, personnel, licensure, insurance, and maintenance) incurred by Carrier arising from or related to providing Carrier’s Services and you hereby accept the fees as payment in full satisfaction for Carrier’s Services.

Breach of this Agreement, including failure to meet pickup/delivery time estimates in a timely manner or provide pickup/delivery time or location estimates that are reasonably close to those requested by Customer may result in a reduction of the fee due to Carrier.

All invoices to Nexus Auto Transport must be accompanied by a Customer signed delivery receipt, a W-9, and a Bill of Lading (defined in Article 7) and emailed or faxed to Nexus Auto Transport. The agreed upon price in the Dispatch Sheet includes any and all surcharges unless otherwise agreed to by both you and Nexus Auto Transport in writing.

If Nexus Auto Transport has required the payment of a “Broker Fee” for a specific Customer, then the payment of the Broker Fee shall be paid by Carrier to Nexus Auto Transport within five (5) business days of the time the vehicle is dropped off at the delivery location indicated in the Dispatch Sheet.

7. BILL OF LADING

Your responsibility for the vehicle commences only when the bill of lading (“Bill of Lading”) is signed by you and the Customer at the pickup location indicated in the Dispatch Sheet and terminates when you sign the Bill of Lading at delivery.

At the time the vehicle is dropped off at the delivery location indicated in the Dispatch Sheet, you and Customer or an agent of Customer shall conduct a full inspection of the vehicle for any exterior damage that may have been caused during transport. The results of this inspection shall be recorded on the inspection report on the Bill of Lading. You must notate any new damage to the vehicle (as compared to the condition of the vehicle at the time of pickup) on the Bill of Lading inspection report. You and Customer shall acknowledge the condition of the vehicle by signing the Bill of Lading. YOU ARE RESPONSIBLE FOR OBTAINING AND RETAINING A COPY OF THE ORIGINAL BILL OF LADING FOR YOUR RECORDS AND FOR PROVIDING A COPY TO NEXUS AUTO TRANSPORT.

BY SIGNING THE BILL OF LADING WITHOUT NOTATION OF DAMAGE, YOU ACKNOWLEDGE THAT YOU TRANSPORTED THE VEHICLE IN SATISFACTORY CONDITION AND WITHOUT DAMAGE.

8. DISCLAIMER OF WARRANTY

YOU HAVE AGREED TO TRANSPORT THE CUSTOMER’S VEHICLE AND PERFORM CARRIER’S SERVICES AT YOUR SOLE RISK. NEXUS’S BROKER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEXUS AUTO TRANSPORT MAKES NO WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR AVAILABILITY.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, NEXUS AUTO TRANSPORT’S WARRANTIES AND CONDITIONS WITH RESPECT TO NEXUS’S BROKER SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

9. LIMITATION OF LIABILITY; ACKNOWLEDGEMENT OF NO CONTROL

UNDER NO CIRCUMSTANCES WILL NEXUS AUTO TRANSPORT OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF NEXUS’S BROKER SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF NEXUS’S BROKER SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

NEXUS AUTO TRANSPORT’S TOTAL AGGREGATE LIABILITY TO CARRIER OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM NEXUS’S BROKER SERVICES OR OUT OF THIS AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL IN NO EVENT EXCEED THE TOTAL JOB REVENUE COLLECTED BY CARRIER FOR ACCEPTING THE TERMS OF THE CARRIER LOAD ACCEPTANCE PAGE.

NEXUS AUTO TRANSPORT AND CARRIER FURTHER HEREBY ACKNOWLEDGE THAT NEXUS AUTO TRANSPORT RETAINS NO CONTROL OF ANY PART OF THE DELIVERY OF THE VEHICLE UNDER THESE TERMS AND CONDITIONS; THAT NEXUS AUTO TRANSPORT HAS NO RIGHT TO ORDER THE DELIVERY STOPPED OR RESUMED FOR SAFETY REASONS OR ANY OTHER REASON, NO RIGHT TO INSPECT ITS PROGRESS OF RECEIVE REPORTS, AND NO RIGHT TO MAKE SUGGESTIONS OR RECOMMENDATIONS CONCERNING THE DELIVERY OF THE VEHICLE. FURTHERMOREE, NEXUS AUTO TRANSPORT TAKES NO ACTIVE ROLE IN ENSURING SAFETY IN RELATION TO THE DELIVERY OF THE VEHICLE, AND NEXUS AUTO TRANSPORT DOES NOT COMPLETE ANY INSPECTION OF THE VEHICLE CARRIER USES TO COMPLETE CARRIER’S SERVICES.

10. INDEMNIFICATION

Carrier agrees to defend, indemnify, and hold harmless Nexus Auto Transport, its affiliates, as well as its directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against all losses, liabilities, damages, claims, judgments, fines, penalties, interest, costs or expenses, including reasonable attorney’s fees, arising out of or related to the performance of Carrier’s Services or the breach of this Agreement by Carrier or any Carrier Representative (collectively, the “Indemnified Claims”), including Indemnified Claims for or related to personal injury (including death), property damage, payments to Drivers, data protection and security, confidentiality, privacy, identity theft, personal information, or Carrier’s possession, use, maintenance, custody or operation of Equipment or of equipment that is owned by a party other than Carrier.

11. NON-SOLICITATION BY CARRIER

During the term of this Agreement and for a period of six (6) months after its termination, Carrier will not accept for transportation or transport any vehicle tendered by any Customer if: (a) the availability of such vehicle first became known to Carrier during the course of performing Carrier’s Services or (b) the traffic of the Customer was first tendered to Carrier by Nexus Auto Transport. Notwithstanding the prior sentence, Carrier may participate in and accept vehicle transportation awards from a Customer if the award is received as a result of Carrier’s participation in a formal bidding process conducted by such Customer.

12. ORDER CHANGES AND CANCELLATION

If a Customer cancels a dispatch order before you have picked up Customer’s vehicle, you will be owed no payment from Nexus Auto Transport or Customer.

13. ARBITRATION CLAUSE AND CLASS ACTION WAIVER

Nexus Auto Transport and Carrier will attempt to settle any claim or controversy arising out of, or relating to, these Terms and Conditions through consultation and negotiation in good faith and in a spirit of mutual cooperation. Nexus Auto Transport and Carrier agree to make reasonable efforts for their senior officers to correspond in an attempt to resolve any unresolved dispute under these Terms and Conditions. If those attempts fail, and Carrier continues to allege claim(s), and wishes to litigate said claim(s), then Carrier shall be required to bring the alleged claim(s) to the American Arbitration Association (“AAA”) for arbitration. Carrier agrees to submit its claim(s) to arbitration in accordance with the commercial rules of the AAA then in effect. The arbitration shall be held in Chicago, Illinois or as close thereto as possible before a sole arbitrator agreed to by Nexus Auto Transports and Carrier and selected from the panel of arbitrators of the AAA. Nexus Auto Transport and Carrier shall attempt in good faith to agree upon an arbitrator in the case of an unsolved dispute of Carrier, and if there is no agreement, then the selection of the arbitrator shall be made by the AAA. Nexus Auto Transport and Carrier agree to keep the proceedings of the arbitration, all events leading up to the arbitration and the outcome of the arbitration confidential. Nexus Auto Transport and Carrier’s submission and agreement to arbitrate in the event Carrier has alleged claim(s) shall be specifically enforceable, and the judgment of the arbitrator granting an award (the “Arbitration Award”) to a party may be entered in any court having jurisdiction thereof. Carrier shall be responsible for all administrative fees and all arbitrator compensation owed to the AAA in order to conduct the arbitration with the AAA until the Arbitration Award is entered, when costs and fees shall be awarded to the prevailing party. Notwithstanding anything contained in these Terms and Conditions, Nexus Auto Transport shall not be required to submit any unresolved claim(s) of Nexus Auto Transport for arbitration.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS AND CONDITIONS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THESE TERMS AND CONDITIONS, AND CLAIMS BY OR AGAINST ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF OR AGAINST ANY OTHER USER OR PERSON.

If a decision is issued stating that applicable law precludes enforcement of any of these Section 13 limitations as to a given claim for relief, then the applicable claim, and only that applicable claim, must be severed from the arbitration and brought into the state or federal courts located in Illinois in accordance with Section 14. All other claims shall be arbitrated.

14. GOVERNING LAW AND VENUE

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles. Subject to Section 13, Carrier and Nexus Auto Transport waive any and all objections to jurisdiction and venue such that all claims shall only be brought in the state and federal courts located in the County of Cook or the Northern District of Illinois respectively.

15. WAIVER OF TRIAL BY JURY

To the full extent permitted by law, Carrier and Nexus Auto Transport hereby waive all right to trial by jury in any claim, action, proceeding or counterclaim by either Carrier or Nexus Auto Transport against each other and any matter arising out of or in any way connected with these Terms and Conditions, or the relationship of Carrier and Nexus Auto Transport.

16. ENTIRE AGREEMENT

These Terms and Conditions contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

17. COSTS

If at any time after the effective date of these Terms and Conditions, Nexus Auto Transport institutes any action or proceeding against Carrier relating to the enforcement of these Terms and Conditions, Carrier shall reimburse Nexus Auto Transport for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred therein, including, without limitation, any such fees, costs or disbursements incurred on any appeal from such action or proceeding. Nexus Auto Transport shall recover all such fees, costs or disbursements as costs taxable by the court in the action or proceeding itself without the necessity for a cross action.

18. NO AGENCY

Carrier shall be deemed not to be an independent contractor, agent, joint venturer or representative of Nexus Auto Transport, and Carrier may not create any obligations or responsibilities on behalf of or in the name of Nexus Auto Transport.

19. NO ASSIGNMENT

You may not sell, transfer, assign, pledge or hypothecate your rights, interests, or obligations under these Terms and Conditions.

20. CONSTRUCTION

Carrier and Nexus Auto Transport acknowledge that they have participated fully in the review and revision of these Terms and Conditions and have had the opportunity to seek the advice of legal counsel. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

21. SEVERABILITY

If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement.

22. WAIVERS

No delay or omission on the part of Nexus Auto Transport in requiring performance by you or in exercising any right hereunder shall operate as a waiver of any provision hereof or of any right or rights hereunder; and the waiver, omission or delay in requiring performance or exercising any right hereunder on any one occasion shall not be construed as a bar to or waiver of such performance or right, or of any right or remedy under this Agreement, on any future occasion. A waiver must be in writing, executed by Nexus Auto Transport, in order to be enforceable.

23. SECTION HEADINGS

Section headings are for descriptive purposes only and shall not control or alter the meaning of these Terms and Conditions.

24. NO REPRESENTATION

You represent that you have carefully read and understand the scope and effect of the provisions of these Terms and Conditions. Neither you nor Nexus Auto Transport has relied upon any representations or statements made by the other Party which are not specifically set forth in these Terms and Conditions.

25. SURVIVAL OF CERTAIN PROVISIONS

The warranties and the indemnification obligations set forth in the Agreement shall survive the termination of the Agreement by either Nexus Auto Transport or Carrier for any reason.