Terms of Service
Governing Transportation and Related Services
Effective Date: 2026.01.01 | Version 2.0PREAMBLE AND ACCEPTANCE
These Terms of Service (“TOS”) are entered into by and between Aquila Transportation, LLC, a California limited liability company, hereinafter referred to as the “Carrier,” and any company, entity, or individual that requests, authorizes, tenders, or benefits from transportation or related services, whether through a formal quote, email correspondence, its own sourcing or service request process, submission of a Delivery Order, or any other engagement, hereinafter referred to as the “Customer.” Collectively, the Carrier and Customer are referred to as the “Parties.”
The “Service Agreement” consists of these TOS as in effect at the time of service, together with any Quote, Delivery Order, rate confirmation, bill of lading, shipping instructions, and all documentation used to identify the Customer—including but not limited to entity name, address, parent company, beneficial cargo owner, and freight payment party. Through this process, additional liable parties may be identified and shall be deemed Customers bound by these TOS. Where a shipment involves multiple entities in the chain of tender, payment, or cargo ownership, each such entity is independently bound as a Customer. Collectively, any issued Quote, the applicable TOS, and non-conflicting communications form the Service Agreement governing all services performed under the agreed rates and charges.
A “Quote” means any communication of rates and charges from the Carrier to the Customer or to any party acting on the Customer’s behalf, whether issued through the Carrier’s CRM, provided in response to a Customer’s sourcing or service request process, transmitted via email, or conveyed through any other documented method in the Parties’ established course of dealing. Verbal discussions regarding rates must be supported by written communication of the applicable rate prior to or concurrent with the commencement of Services. A Quote becomes a component of the Service Agreement upon the Customer’s engagement at the quoted rates.
Constructive Acceptance
By engaging with the Carrier—including, but not limited to, requesting a Quote, placing an order, submitting a Delivery Order, accepting delivery of cargo, or making payment—the Customer acknowledges and agrees to be bound by these TOS. These TOS are communicated through the quoting process, company email footers, the company website, invoice notations, and direct reference in all rate confirmations. If the Customer does not agree to these TOS, it must notify the Carrier in writing before engaging any services. Regardless of any written or verbal objections, continued use of services after notification constitutes acceptance of these TOS.
WHEREAS, the Carrier is a motor carrier authorized to provide freight transportation and related services; and
WHEREAS, the Customer seeks to utilize such services; and
WHEREAS, the Carrier agrees to provide services to the Customer in accordance with the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows:
1. GENERAL PROVISIONS
1.1 Services Generally
The Service Agreement provides for specified services under the specified rates and conditions set forth herein. Carrier agrees to provide freight transportation and related services to Customer within the continental United States (“Services”), including but not limited to drayage, transloading, container storage, chassis provision, and yard management. Customer agrees to pay for such Services and fulfill its other obligations, each in accordance with the provisions of the Service Agreement.
1.2 Delivery Orders
The Customer will tender Delivery Orders to the Carrier electronically via email or through the Carrier’s designated TMS or portal. By submitting a Delivery Order, the Customer expressly agrees to be bound by the terms of the Service Agreement. The Carrier will not be obligated to perform any services unless the Customer has agreed to these terms, either explicitly through signature or implicitly by proceeding with a service request. Delivery Orders shall identify, at minimum: Container Number, Master Bill of Lading Number, Ocean Carrier, Vessel, Voyage, Vessel Arrival (ETA), Terminal (Pick-up Location), Container Size/Type, Weight, and Delivery Location.
1.3 Obligation to Provide Services
Carrier agrees to accept or reject all load tenders submitted by Customer within 36 hours of receipt, excluding weekends and company holidays (Section 2.3). Carrier requests that Customer tender loads no less than seven (7) days in advance of the vessel arrival date (ETA). If a company holiday falls between delivery order submission and ETA, Customer should submit the delivery order an additional day in advance. Loads tendered with fewer than seven (7) days’ advance notice may be subject to an expedited service fee as quoted by the Carrier at the time of tender. Acceptance of such loads by the Carrier shall not waive the right to assess the expedited fee.
2. DEFINITIONS
2.1 Affiliate or Subsidiary
An entity controlled by, or under common control with, a Party through ownership or control of fifty percent (50%) or more of the voting power, for as long as such ownership exists.
2.2 Days
Calendar days unless otherwise specified as business days.
2.3 Holidays
Carrier observes the following holidays: New Year’s Day (January 1), Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, and Christmas Day. If a holiday falls on a Saturday or Sunday, the preceding Friday is observed and operations resume the following Monday.
2.4 In-Progress
A shipment is “In-Progress” from the time the Carrier accepts a load tender or takes possession of the cargo, whichever occurs first, until the shipment has been delivered to the designated delivery location and a proof of delivery has been obtained or delivery has otherwise been confirmed.
2.5 Commercial Invoice Value
The “Commercial Invoice Value” means the value of the cargo as stated on the supplier’s commercial invoice for the goods as declared to U.S. Customs and Border Protection. In the absence of a customs declaration, Commercial Invoice Value shall mean the original purchase price paid by the Customer to its supplier as evidenced by the commercial invoice or purchase order. The Customer bears the burden of providing documentation to substantiate the Commercial Invoice Value in any claim.
3. TERM AND TERMINATION
3.1 Effective Date and Renewal
The Service Agreement commences on the date the Customer first engages Services (“Effective Date”) and shall remain in effect until terminated. It automatically renews for successive one (1) year periods unless terminated by either Party with thirty (30) days prior written notice. The most current version of the TOS, as published at https://aquilatransportationllc.com/terms-of-service, shall govern all engagements. Continued use of Services constitutes acceptance of the latest version.
3.2 Termination
Either Party may terminate the Service Agreement without penalty upon at least thirty (30) days prior written notice. Termination shall not relieve the Customer of any obligations incurred before the effective termination date, including outstanding payments, accrued liabilities, indemnification obligations, or lien-secured amounts under prior versions of the Service Agreement. Sections 4 (Rates and Payment), 5 (Liability), 6 (Customer Indemnification), 7 (Carrier’s Lien Rights), 12 (Arbitration), and 21 (Confidentiality) survive termination.
4. RATES AND PAYMENT
4.1 Rates
Rates and charges for Services are as outlined in the accompanying Quote. By engaging in Services at the quoted rates, submitting a Delivery Order, or making payment, the Customer acknowledges and agrees to be bound by all terms and conditions of the Service Agreement.
Any changes to rates shall apply only to Delivery Orders tendered after the effective date of such change and shall not apply to any Services that are In-Progress at the time of the rate change. This provision may be excepted where both Parties agree to a rate modification for an In-Progress shipment, whether by written agreement or by mutual confirmation through the Parties’ established course of communication, including email, TMS messaging, or other documented correspondence.
4.2 Payment Terms
Carrier will invoice Customer upon shipment completion. Payment terms shall be as specified in the accompanying Quote. Customer shall pay the invoice within the agreed NET terms. Payments made after the specified period are subject to a late fee of 1.5% of the outstanding balance per the applicable NET term or the highest lawful rate, whichever is less. If payment is made by credit card, a convenience fee of 3% of the total freight invoice amount will apply, unless otherwise stated in the Quote or if the invoice is paid within seven (7) days of receipt.
Payment of an invoice, whether partial or full, constitutes the Customer’s acknowledgment and acceptance of these TOS and the Service Agreement as a whole, including all terms and conditions related to rates, services, liabilities, lien rights, and indemnification obligations. If the Customer disputes any term, it must notify the Carrier in writing before making payment. Payment without timely objection shall be deemed full acceptance of all terms.
4.3 Demurrage and Detention Indemnification
The Customer agrees to indemnify and hold harmless the Carrier from any demurrage and detention charges, except where such charges are a direct result of the Carrier’s sole negligence. The Carrier shall have no responsibility for demurrage or detention charges that accrue prior to the Carrier’s acceptance of the load tender, regardless of when free time commenced or expired. Where the Carrier accepts a load tendered within the seven (7) day advance notice period specified in Section 1.3, the Carrier shall be responsible for demurrage only to the extent such charges accrue due to the Carrier’s failure to complete pickup or delivery within a reasonable timeframe, unless appointment unavailability, customs or freight holds, terminal restrictions, or other conditions beyond the Carrier’s control prevent timely performance.
The Customer acknowledges that factors outside the Carrier’s control—including the number of free days provided by the steamship line, port appointments, timing of container release, warehouse hours, or changes in receiving schedules—may contribute to demurrage and detention. In these instances, the Customer accepts full responsibility for the charges. Any demurrage or detention charges paid by the Carrier without prior written approval from the Customer will be invoiced to the Customer and deemed accepted if not disputed within the payment terms of Section 4.2.
4.4 Timeliness of Disputes
Any disputes regarding an invoice must be submitted in writing to the Carrier within the applicable payment terms established in Section 4.2. The dispute must include sufficient documentation to substantiate the claim. Disputes presented outside the applicable payment terms will be reviewed at the sole discretion of the Carrier, which reserves the right to decline disputes submitted after the specified timeframe.
4.5 Service Suspension for Non-Payment
If any payment due to the Carrier is not received within the agreed-upon timeframe, or if payment is held or delayed, the Carrier reserves the right to suspend or disrupt Services without further notice until such payment is received in full. The Carrier shall not be liable for any delays, losses, or damages resulting from the suspension of Services due to late or held payments. All costs incurred by the Carrier due to such suspension shall be the responsibility of the Customer. Service suspension is distinct from and does not limit the Carrier’s lien rights under Section 7.
5. LIABILITY AND DAMAGES
5.1 Sealed Container Carrier
The Customer acknowledges that the Carrier operates exclusively as a sealed-container carrier. The Carrier does not load, unload, stuff, unstuff, open, inspect, or otherwise access the interior of any container at any time. The Carrier’s role is limited to the transportation of sealed containers from the pickup location to the delivery location. All liability provisions in this Section shall be interpreted in light of this fundamental limitation.
5.2 Custody and Control Period
The Carrier’s custody and control of a container begins at the time the Carrier’s driver or equipment takes physical possession of the container at the terminal or pickup location gate-out, and ends at the time the container is delivered and released at the designated delivery location. The Carrier shall have no liability for any loss of, damage to, or deterioration of the container or its contents occurring before the Carrier takes physical possession or after the container has been delivered and released, including but not limited to:
(a) Damage occurring during terminal lift-on, staging, or handling by the terminal operator prior to the Carrier’s gate-out;
(b) Damage occurring during unloading, lift-off, or handling at the delivery location by the receiver or its equipment operators;
(c) Damage caused by third parties, including other motor carriers, chassis pool providers, terminal operators, or railroad operators, unless the Carrier failed to exercise reasonable care in response to a known condition;
(d) Pre-existing damage or conditions present at the time the Carrier took possession, including damage sustained during ocean transit, terminal storage, or prior drayage movements.
5.3 Container Damage and Cargo Liability
In the event that the container sustains damage during the Carrier’s custody and control period as a result of the Carrier’s negligence or willful misconduct, the Carrier’s liability shall be determined as follows:
(a) Container Damage Only: Where damage to the exterior of the container occurs but is not reasonably likely to have affected the cargo inside (e.g., minor cosmetic damage, superficial dents, or scratches that did not compromise the structural integrity of the container), the Carrier’s liability is limited to the repair or replacement cost of the container or container component damaged.
(b) Container Damage Translating to Cargo: Where the external damage to the container is of sufficient severity that it is reasonable to conclude the cargo inside may have been affected (e.g., rollover, puncture of container walls, crushing), liability for cargo loss or damage shall be determined only upon investigation by both Parties and mutual written agreement as to the nature, cause, and extent of the cargo damage. The Carrier does not accept automatic liability for cargo loss or damage based solely on external container damage.
(c) In no event shall the Carrier be liable for cargo loss, damage, or deterioration attributable to the condition, packing, moisture content, or inherent vice of the goods; the acts or omissions of the Customer, shipper, or consignee; the acts of a public authority; or a Force Majeure Event (Section 13).
5.4 Liability Caps
Where cargo liability is established under Section 5.3(b) through mutual written agreement:
(a) Per-Shipment Cap: Carrier’s liability shall not exceed the lesser of (i) the Commercial Invoice Value or (ii) $100,000 per container per occurrence, unless a higher value is declared in writing before shipment and the Carrier agrees in writing to accept enhanced liability.
(b) Aggregate Cap: In no event shall Carrier’s total aggregate liability under theService Agreement exceed $250,000 in any twelve-month period.
(c) Burden of Proof: The Customer bears the burden of proving (i) that the cargo was in good condition at the time of loading into the container, (ii) that damage to the container occurred during the Carrier’s custody and control period, (iii) that such damage was caused by the Carrier’s negligence or willful misconduct, and (iv) the nature and value of the cargo damage sustained. The Carrier’s acceptance of a sealed container does not constitute an acknowledgment of the condition or value of the contents.
5.5 Sealed Container Integrity
The Carrier shall not be held responsible for cargo loss, damages, shortages, or deterioration of any kind, provided that container seals were not broken while in Carrier’s possession (other than by a government official or as required by law) and there is no evidence of unauthorized access to the container interior during the Carrier’s custody and control period. An intact seal at delivery creates a rebuttable presumption that the Carrier did not cause any cargo loss or damage.
5.6 Consequential and Special Damages Limitation
Neither Party shall be liable to the other for any special, incidental, consequential, indirect, exemplary, or punitive damages arising out of or related to the Service Agreement, including but not limited to loss of profits, loss of revenue, business interruption, supply chain delays, or downstream customer claims, regardless of whether such damages were foreseeable or whether such Party has been advised of the possibility of such damages.
6. CUSTOMER INDEMNIFICATION
6.1 Information Accuracy
The Customer is responsible for the accuracy and completeness of all shipment details, data, and other requested information. Customer shall indemnify, protect, defend, and hold the Carrier harmless from any and all claims, liabilities, fines, penalties, damages, costs, or other sums (including attorneys’ fees and costs) that may be incurred by reason of Customer’s failure to disclose information or any incorrect, incomplete, or false statement by the Customer or its agents, representatives, or contractors.
6.2 Third-Party Indemnification
Customer shall indemnify, defend, and hold harmless the Carrier from and against any and all third-party claims, suits, actions, liabilities, fines, penalties, damages, losses, costs, and expenses (including attorneys’ fees) arising from or related to:
(a)Overweight containers or loads exceeding legal weight limits as tendered by Customer;
(b)Misdescribed, undisclosed, or improperly classified hazardous materials;
(c)Contaminated, leaking, or improperly packaged cargo;
(d) Customer’s failure to comply with applicable federal, state, or local regulations governing cargo, including but not limited to CBP, FMCSA, and CARB requirements;
(e)Any bodily injury, property damage, or environmental damage caused by the condition of the cargo as tendered by Customer.
7. CARRIER’S LIEN RIGHTS
NOTICE: The Carrier possesses statutory lien rights under both federal and California law. These rights exist independently of any contractual agreement and are not waived, limited, or extinguished by any integration clause, “no other terms” provision, or conflicting language in any agreement the Customer may require the Carrier to execute.
7.1 Possessory Lien on Current Shipment
Pursuant to 49 U.S.C. §80109 (federal carrier’s lien) and California Commercial Code §3051 (possessory lien), the Carrier retains a lien on all cargo, containers, chassis, and equipment in its possession for all unpaid freight charges, accessorial charges, storage charges, demurrage, detention, and any other amounts due under the Service Agreement or any prior Service Agreement between the Parties. The Carrier may retain possession of such property until all amounts owed are paid in full.
7.2 Lien on Future Shipments for Prior Unpaid Charges
Pursuant to California Commercial Code §3051.5, the Carrier may assert a lien on cargo in its possession for charges arising from prior shipments, provided that written notice of the outstanding balance has been delivered to the Customer. This Section, together with the Carrier’s invoices referencing these TOS, constitutes the required written notice under CCC §3051.5. The Customer acknowledges that each invoice issued by the Carrier referencing these TOS or the Carrier’s website constitutes written notice sufficient to support a CCC §3051.5 lien on future shipments.
7.3 Notice and Sale Procedure
If amounts owed remain unpaid for thirty-five (35) or more days, the Carrier may enforce its lien by sale of the cargo in accordance with the procedures set forth in California Commercial Code §3052, including providing notice to the Customer and any other known claimants as required by law. Sale proceeds shall be applied first to the costs of sale, then to the outstanding balance owed to the Carrier, with any surplus remitted to the Customer.
7.4 Storage Charges During Lien Hold
During any period in which the Carrier retains possession of cargo or equipment under this Section, storage charges shall accrue at the Carrier’s standard published rate or the rate specified in the applicable Quote, whichever is greater, commencing on the first day of the lien hold.
7.5 Statutory Survival
The lien rights set forth in this Section are statutory in nature and survive any contractual provision to the contrary. No “no other terms,” integration, merger, or similar clause in any agreement shall be construed to waive, limit, or extinguish the Carrier’s statutory lien rights under 49 U.S.C. §80109, California Commercial Code §§3051, 3051.5, or 3052. In the event of any conflict between this Section and any other agreement between the Parties, this Section shall control to the maximum extent permitted by law.
8. HAZARDOUS MATERIALS
8.1 Carrier’s Hazmat Authority
The Carrier confirms that it holds and maintains adequate insurance coverage for the transportation of non-bulk hazardous materials, as defined by the Hazardous Materials Transportation Act (HMTA), codified at 49 U.S.C. §5101, and regulated under 49 C.F.R. Parts 171–180. The Customer agrees not to tender loads to the Carrier that fall outside the scope defined above.
8.2 Customer Obligations
The Customer shall ensure that all hazardous materials tendered to the Carrier are properly classified, documented, labeled, marked, placarded, and packaged in full compliance with 49 C.F.R. Parts 171–180. The Customer is responsible for ensuring that all required shipping papers and emergency response information accompany the shipment and are made available to the Carrier prior to or at the time of tender. The Customer is responsible for verifying with its shippers, suppliers, and agents that all hazardous materials requirements have been met, regardless of whether the Customer directly handled, loaded, or packaged the cargo. Customer’s failure to comply with this Section is subject to the indemnification provisions of Section 6.
9. INSURANCE
The Carrier maintains commercial automobile liability, motor truck cargo, and general liability insurance coverage as required by the Federal Motor Carrier Safety Administration under 49 C.F.R. Part 387 and applicable California law. Evidence of insurance is on file with the FMCSA and is available upon written request. The Carrier’s obligation to maintain insurance does not expand the Carrier’s liability beyond the limits set forth in Section 5 of these TOS.
10. AUTHORIZATION
10.1 Agreement Authorization
It is agreed and warranted by the Parties that the persons signing or accepting the Service Agreement (including through constructive acceptance) for Carrier and Customer, respectively, are authorized to bind the Parties to its terms.
10.2 Operational Authority and Apparent Agency
Any individual who discusses rates, tenders Delivery Orders, communicates service requirements, modifies delivery instructions, authorizes additional charges, or otherwise interacts with the Carrier on behalf of the Customer shall be presumed to have full authority to bind the Customer with respect to such communications and transactions. The Carrier is entitled to rely on the apparent authority of any person who represents themselves as acting on the Customer’s behalf, including but not limited to employees, agents, dispatchers, brokers, and contractors who communicate using the Customer’s email domain, reference the Customer’s account, or are identified in the Customer’s operational correspondence.
The Customer is solely responsible for managing and limiting the authority of individuals who interact with the Carrier on its behalf. The Carrier has no obligation to independently verify the delegation of authority within the Customer’s organization or among its agents. Any Delivery Order tendered, rate discussed, service instruction given, or charge authorized by a person with apparent authority shall be binding on the Customer.
11. TOS AVAILABILITY AND ACCEPTANCE
The most current version of these TOS is available at https://aquilatransportationllc.com/terms-of-service. By engaging in Services, placing an order, or making payment, the Customer acknowledges that it has been given reasonable opportunity to review these terms. It is the Customer’s responsibility to stay informed of any updates.
12. ARBITRATION
12.1 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to the Service Agreement, or the breach thereof, shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award rendered may be entered in any court having jurisdiction.
12.2 Arbitrator Selection
Within fifteen (15) days after the commencement of arbitration, each Party shall select one arbitrator from the AAA panel, and the two selected arbitrators shall choose a third, neutral arbitrator (“Neutral Arbitrator”) within ten (10) business days. If the arbitrators cannot agree, the AAA will appoint the Neutral Arbitrator. Arbitration shall take place in Los Angeles, California.
12.3 Confidentiality
The arbitration process, including all proceedings, submissions, documents, and awards, shall remain confidential. Neither Party nor the arbitrators shall disclose any details without the express written consent of both Parties, except as necessary to enforce the arbitration award.
12.4 Fees and Award
The arbitrator’s award shall be in writing, signed by the Neutral Arbitrator, and shall include the reasons for the decision. Fees and expenses of the arbitration, including attorneys’ fees and arbitrator costs, shall be paid by the non-prevailing Party as determined by the Neutral Arbitrator.
13. FORCE MAJEURE
13.1 Excused Nonperformance
Nonperformance by either Party as a result of any cause beyond such Party’s reasonable control shall be excused. A “Force Majeure Event” includes, without limitation: acts of God, war, terrorism, riots, port labor disruptions, acts of the public enemy, civil disturbance, epidemics or pandemics, government orders or regulations, chassis shortages, terminal congestion, terminal appointment failures or cancellations, street turn rejections, port equipment failures, vessel delays or blank sailings, and railroad embargo.
13.2 Notice
The affected Party must notify the other Party in writing as soon as possible, but no later than five (5) business days after becoming aware of the Force Majeure Event. Notice shall include details of the event and its expected impact.
13.3 Extended Force Majeure
If a Force Majeure Event continues for a period exceeding thirty (30) days, either Party may terminate the Service Agreement upon written notice without further obligation, except for obligations incurred prior to the Force Majeure Event.
14. APPLICABLE LAW AND PRIVATE CONTRACT DESIGNATION
14.1 Governing Law and Jurisdiction
The Service Agreement shall be subject to and interpreted in accordance with federal law and the laws of the State of California, without regard to conflicts-of-laws principles. The Parties submit to exclusive personal and subject matter jurisdiction and venue in the state and federal courts located in Los Angeles County, California.
14.2 Private Contract Under 49 U.S.C. §14101(b)
The Service Agreement constitutes a private contract for motor carrier services entered into under 49 U.S.C. §14101(b). The Parties hereby waive all rights and remedies under 49 U.S.C. Subtitle IV, Part B, except (i) the Carrier’s rights to collect freight charges and enforce liens under 49 U.S.C. §14705 and §80109; (ii) any provision that by its terms may not be waived under §14101(b); and (iii) the Carrier’s minimum insurance and financial responsibility requirements.
14.3 Carmack Amendment Status
The Parties acknowledge that by entering into this private contract under §14101(b), the liability framework set forth in Section 5 of these TOS supersedes the default Carmack Amendment liability provisions that would otherwise apply under 49 U.S.C. §14706. The Service Agreement establishes the exclusive liability terms between the Parties for cargo loss and damage claims.
15. ASSIGNMENT
The Service Agreement shall be binding on the respective successors and assigns. No assignment shall be effective without the prior written consent of the other Party, except that either Party may, without consent, assign to any entity that directly or indirectly owns or controls, or is owned or controlled by, at least fifty percent (50%) of such Party’s voting interests.
16. ENTIRE AGREEMENT AND RELATIONSHIP TO OTHER CONTRACTS
16.1 Entire Agreement
The Service Agreement, together with any accompanying Quote, Delivery Orders, invoices, and prior course of dealing between the Parties, constitutes the entire agreement governing the relationship between the Carrier and the Customer. Continued engagement in Services without explicit written objection constitutes acceptance of the most current TOS in effect at the time of engagement.
16.2 Relationship to Customer Agreements
Where the Customer requires the Carrier to execute the Customer’s own form agreement, the terms of the Service Agreement shall be deemed incorporated to the extent they address subjects on which the Customer’s agreement is silent (“gap-filling”). In the event of a direct, irreconcilable conflict between the Service Agreement and the Customer’s agreement on the same subject, the term most protective of the Carrier shall control unless the Parties have expressly agreed otherwise in a signed writing referencing both the Service Agreement and the specific conflicting provision.
Notwithstanding any “no other terms,” integration, merger, or similar clause in any agreement: (a) the Carrier’s statutory lien rights under Section 7 are not waivable by contract and survive in full force; (b) the indemnification obligations of Section 6 remain effective to the extent the Customer’s agreement does not address the same subjects; and (c) the Customer acknowledges that these TOS have been disclosed and made available throughout the Parties’ course of dealing, including through email communications, invoice notations, and the Carrier’s website, and that the Carrier’s execution of any Customer agreement does not constitute a waiver of, or acquiescence to the exclusion of, any terms of the Service Agreement unless the Carrier expressly agrees to such waiver in a signed writing specifically identifying the provisions being waived.
17. AMENDMENT
No amendment or modification of these TOS shall be binding unless in writing and signed by both Parties. Notwithstanding the foregoing, the Carrier may update these TOS by publishing a revised version at the URL specified in Section 11, and continued use of Services after such publication constitutes acceptance of the revised TOS. No course of dealing, course of performance, or trade usage shall be deemed to amend or modify these TOS.
18. SEVERABILITY
If any provision of the Service Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties.
19. WAIVER
No waiver by either Party of any breach of the Service Agreement shall constitute a waiver of any subsequent or other breach. The failure of either Party to enforce any provision shall not be construed as a waiver of the right to enforce such provision in the future.
20. NOTICES
All notices required or permitted under the Service Agreement shall be in writing. Email notice to the address used in the Parties’ established course of dealing shall be sufficient for all purposes under the Service Agreement, including but not limited to Delivery Orders, rate communications, invoice disputes, service suspension notifications, and general correspondence.
For legal matters—including termination of the Service Agreement, lien enforcement notices under Section 7, demands for payment preceding lien sale, commencement of arbitration under Section 12, and any formal legal demand or claim—notice shall be delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the Party’s address as set forth in the applicable Quote, Delivery Order, or such other address as a Party may designate in writing. Legal notices sent by email alone shall not be deemed sufficient unless the receiving Party acknowledges receipt in writing.
21. CONFIDENTIALITY
All rates, pricing, service terms, and business information disclosed by either Party to the other in connection with the Service Agreement shall be treated as confidential and shall not be disclosed to any third party without the disclosing Party’s prior written consent, except as required by law, regulation, or court order. Neither Party shall use the other Party’s confidential information for any purpose other than the performance of obligations under the Service Agreement, including but not limited to using such information to gain a competitive advantage or to solicit competing bids from other service providers. This Section does not restrict either Party from disclosing information that is or becomes publicly available through no fault of the receiving Party, or that the receiving Party independently developed without use of the disclosing Party’s confidential information.