GFR

Feb 26, 2026

GREAT FREIGHT RATES SERVICES AGREEMENT AND TERMS OF SERVICE

PREAMBLE

This Services Agreement and Terms of Service (the "Agreement") is made and entered into as of the date of last signature below (the "Effective Date"), by and between GreatFreightRates.com, a logistics technology service provider with its principal place of business located at 1115 3rd Ave S., Suite 215, Nashville, TN 37210 ("Service Provider"), and the customer identified on the signature page hereto ("Customer").

RECITALS

WHEREAS, Service Provider operates a technology platform that facilitates the quoting, booking, and tracking of freight services offered by various National and Regional less-than-truckload (“LTL”), full-truckload (“FTL”), ocean, drayage, air, rail and other various domestic, international & specialty carriers (collectively, the "Carriers");

WHEREAS, Customer desires to utilize Service Provider's technology platform and related services to obtain quotes for, book, and track freight shipments with Carriers; and

WHEREAS, Service Provider desires to provide such technology platform and related services to Customer, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • 1.1. "Accessorial Charges" means any charges assessed by a Carrier for additional services beyond the basic transportation service, including but not limited to: liftgate service, inside delivery, residential delivery, limited access delivery, detention, storage, reconsignment, redelivery, and other similar services.
  • 1.2. "Bill of Lading" or "BOL" means the document issued by a Carrier that evidences the receipt of goods for shipment and contains the terms and conditions of the contract of carriage.
  • 1.3. "Carriers" means the National, Regional and international freight carriers whose services are accessible through the Service Provider's Platform.
  • 1.4. "Customer" means the entity identified on the signature page of this Agreement that utilizes the Service Provider's Platform to obtain quotes for, book, and track freight shipments.
  • 1.5. "Freight" means the goods or commodities transported by Carriers pursuant to arrangements facilitated through the Service Provider's Platform.
  • 1.6. "Platform" means Service Provider's proprietary technology platform, including any associated websites, applications, software, and services that facilitate the quoting, booking, and tracking of freight shipments.
  • 1.7. "Pickup Date" means the date on which a Carrier physically picks up Freight from the designated origin location.
  • 1.8. "Quote" means a rate provided through the Platform for the transportation of specific Freight between designated origin and destination points, subject to the terms and conditions specified in the Quote.
  • 1.9. "Rules Tariff" means the document published by a Carrier that contains the Carrier's rules, regulations, service descriptions, and charges that govern the transportation services provided by the Carrier.
  • 1.10. "Services" means the technology services provided by Service Provider to Customer through the Platform, including but not limited to facilitating the quoting, booking, dispatching, coordinating, tracking and invoicing of freight shipments.

ARTICLE II. SERVICES

  • 2.1. Services Provided. Service Provider shall provide Customer with access to the Platform, which enables Customer to:
    • Obtain quote(s) from Carriers for freight shipments;
    • Book freight shipments with selected Carriers; and
    • Track the status of freight shipments booked through the Platform.
  • 2.2. Service Provider Responsibilities. Service Provider shall:
    • Maintain the Platform in good working order and make it available to Customer on a 24/7 basis, subject to scheduled maintenance and unforeseen outages;
    • Provide Customer with reasonable technical support regarding the use of the Platform during normal business hours;
    • Use commercially reasonable efforts to ensure that the Quotes provided through the Platform are accurate based on the information provided by Customer and the rates made available by Carriers; and
    • Transmit booking information to the selected Carrier upon Customer's confirmation of a Quote.
  • 2.3. Customer Responsibilities. Customer shall:
    • Provide accurate and complete information regarding the Freight to be shipped, including but not limited to: origin and destination addresses and contact information, operating times, commodity description, weight, dimensions, classifications, accessorials, and any special handling requirements;
    • Comply with all applicable laws, regulations, and Carrier requirements regarding the packaging, labeling, and documentation of Freight;
    • Use the Platform only for its intended purpose and in accordance with this Agreement; and
    • Pay all fees and charges in accordance with Article III of this Agreement.
  • 2.4. No Guarantee of Carrier Performance. Customer acknowledges and agrees that Service Provider does not guarantee the performance of any Carrier and is not responsible for any acts or omissions of any Carrier, including but not limited to: delivery delays, service failures, freight damage, or loss.
  • 2.5. Relationship with Carriers. Customer acknowledges and agrees that:
    • Service Provider is a software provider and broker, operating under USDOT: 3981661, MC: 1490976. Service Provider is not a freight carrier, freight forwarder, or other transportation provider.
    • Service Provider does not take possession, custody, or control of any Freight at any time;
    • All transportation services are provided by Carriers, not by Service Provider;
    • Each Carrier has its own Rules Tariff, insurance coverage, and liability limitations that govern the transportation services provided by that Carrier; and
    • By booking a shipment through the Platform, Customer enters into a direct contractual relationship with the selected Carrier for the transportation of the Freight, subject to the Carrier's Rules Tariff and any other applicable terms and conditions.

ARTICLE III. FEES AND PAYMENT

  • 3.1. Fees. Customer shall pay Service Provider the fees specified in the Quote for each shipment booked through the Platform. Such fees include the Carrier's transportation charges and Service Provider's service cost.
  • 3.2. Additional Charges. Customer acknowledges and agrees that the final charges for a shipment may exceed the amount specified in the Quote if:
    • The information provided by Customer regarding the Freight (e.g., weight, dimensions, classification) is inaccurate or incomplete;
    • Additional services not included in the Quote are required or requested (e.g., Accessorial Charges);
    • The Carrier's BOL is used instead of the BOL generated through the Platform;
    • The BOL is modified by Customer or the shipper in a manner that differs from the Quote;
    • Service failures occur that result in additional charges (e.g., redelivery, storage, reconsignment);
    • Specialized equipment is required to move the Freight; or
    • The Carrier does not honor the Quote for administrative reasons (e.g., expired tariff, changed location, expired Quote).
  • 3.3. Invoicing. Service Provider shall invoice Customer for all fees and charges associated with shipments booked through the Platform. Invoices shall be sent to Customer via email to the address provided by Customer.
  • 3.4. Payment Terms. Customer shall pay all invoices within thirty (30) days of the pickup date. All payments shall be made in U.S. dollars by check, ACH transfer, or other method approved by Service Provider.
    • Service Provider may establish credit limits and may revoke credit terms, require prepayment, suspend tendering, or place the account on hold if Customer is delinquent or exceeds credit limits.
    • Customer agrees to pay all reasonable costs of collection, including reasonable attorney fees and expenses, for delinquent amounts.
  • 3.5. Late Payment Charges. If Customer fails to pay any invoice when due:
    • For payments received more than thirty-five (35) days after the Pickup Date, provided that at least fifteen (15) days have elapsed since the invoice date, Customer shall pay interest on the overdue amount at the rate of 6.5% per annum, calculated from the due date until the date of payment; and
    • For payments received more than sixty (60) days after the Pickup Date, provided that at least fifteen (15) days have elapsed since the invoice date, Customer shall pay interest on the overdue amount at the rate of 13% per annum, calculated from the due date until the date of payment.
  • 3.6. Disputes. If Customer disputes any charges on an invoice, Customer shall notify Service Provider in writing within ten (10) days of the invoice date, specifying the disputed items, the basis for the dispute and present all relevant documents required by the carrier to open a dispute. Customer shall pay all undisputed portions of the invoice in accordance with Section 3.4. Disputes do not excuse timely payment of undisputed amounts. The parties shall work in good faith to resolve any disputes promptly. Carriers may choose to deny a dispute in their discretion for any reason listed in their rules' tariff. If a Carrier denies a dispute, it is imperative to note that it is not GFR denying your dispute. GFR will provide the results of the dispute and reasoning for the denial, from the Carrier, to the Customer in writing within five (5) business days of the denial. It is not proper for any Party to unreasonably hold up a Carrier's bill, or for the Customer to delay paying an invoice, because the Customer is not satisfied with the results of the dispute. The Customer will be required to pay GFR the outstanding balance (per section 3.4) and then can elect to take Carrier to small claims/district/circuit court to further litigate the issue.
  • 3.7. Taxes All fees and charges are exclusive of any applicable federal, state, or local sales, use, excise, value-added, or other similar taxes. Customer shall be responsible for the payment of all such taxes, except for taxes based on Service Provider's net income.

ARTICLE IV. LIMITATION OF LIABILITY

  • 4.1. Disclaimer of Carrier Liability. Service Provider is not liable for any acts or omissions of any Carrier, including but not limited to:
    • Loss of or damage to Freight;
    • Delay in pickup or delivery;
    • Injury to persons or damage to property caused by a Carrier's equipment or personnel;
    • Increases in invoices due to missing or inaccurate information in the original Quote;
    • Increases in invoices due to the use of a Carrier's BOL instead of the BOL generated through the Platform;
    • Increases in invoices due to modifications to the BOL that differ from the Quote;
    • Service failure invoice increases, including but not limited to: redelivery charges, storage charges, reconsignment fees, or charges for specialized equipment;
    • A Carrier's failure to honor a Quote for administrative reasons, including but not limited to: expired tariffs, changed locations, expired Quotes, or other administrative reasons that cause the Carrier to update its pricing; or
    • Any law(s) broken by the customer shipping an illegal substance or a legal substance, such as Hazmat items, without the correct legal documentation, preparation and communication in accordance with both the carriers and the law.
    • Any other liability arising from a Carrier's transportation services.
  • 4.2. Claims Against Carriers. All claims for loss, damage, or delay to Freight must be filed directly with the Carrier in accordance with the Carrier's Rules Tariff and applicable law. Service Provider will, upon request, provide Customer with information regarding the Carrier's claims procedures, but Service Provider is not responsible for processing or resolving such claims. It is important to note that each Carrier requires any and all visible damage to be noted and signed for on the Proof-of-Delivery (POD) document provided to the consignee at delivery. Additionally, if concealed damaged is discovered after delivery, the customer has (5) days from the delivery date to report the damage, via photographs and specific description, directly to the carrier or else all claims will be denied by the carrier.
  • 4.3. Limitation of Service Provider Liability. Service Provider's liability for any damages arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to the amount of fees paid by Customer to Service Provider for the specific shipment giving rise to the claim.
  • 4.4. Exclusion of Consequential Damages. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR OTHER ECONOMIC LOSS, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 4.5. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riot, civil unrest, government action, labor disputes, or Internet service provider failures or delays.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

  • 5.1. Service Provider Representations and Warranties. Service Provider represents and warrants that:
    • It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
    • It will provide the Services in a professional manner in accordance with industry standards; and
    • The Platform will perform substantially in accordance with its documentation under normal use.
  • 5.2. Customer Representations and Warranties. Customer represents and warrants that:
    • It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
    • It will provide accurate and complete information regarding the Freight to be shipped;
    • It will comply with all applicable laws, regulations, and Carrier requirements regarding the packaging, labeling, and documentation of Freight; and
    • It has the right to tender the Freight for shipment and that the Freight does not contain any hazardous materials unless properly declared, packaged, and labeled in accordance with applicable laws and regulations.
  • 5.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE PLATFORM, INCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

ARTICLE VI. TERM AND TERMINATION

  • 6.1. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Article VI.
  • 6.2. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other party.
  • 6.3. Termination for Cause. Either party may terminate this Agreement for cause upon written notice to the other party if:
    • The other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or
    • The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
  • 6.4. Effect of Termination. Upon termination of this Agreement:
    • Customer shall immediately cease using the Platform;
    • Customer shall pay all outstanding fees and charges due to Service Provider; and
    • The provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to: payment obligations, confidentiality obligations, warranty disclaimers, limitations of liability, and dispute resolution provisions.

ARTICLE VII. CONFIDENTIALITY

  • 7.1. Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other party in connection with this Agreement, including but not limited to: business plans, financial information, customer information, pricing information, and technical information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
  • 7.2. Protection of Confidential Information. Each party shall: (a) use the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no case less than reasonable care; (b) use the other party's Confidential Information only in connection with this Agreement; and (c) not disclose the other party's Confidential Information to any third party without the other party's prior written consent, except as required by law or court order.
  • 7.3. Return of Confidential Information. Upon termination of this Agreement or upon the disclosing party's request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control.

ARTICLE VIII. INTELLECTUAL PROPERTY

  • 8.1. Ownership. Service Provider owns and shall retain all right, title, and interest in and to the Platform, including all intellectual property rights therein. Nothing in this Agreement shall be construed as granting Customer any ownership interest in the Platform or any of Service Provider's intellectual property.
  • 8.2. License. Service Provider grants Customer a non-exclusive, non-transferable, revocable license to access and use the Platform solely for Customer's internal business purposes during the term of this Agreement.
  • 8.3. Restrictions. Customer shall not: (a) modify, adapt, alter, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Platform; (c) sublicense, rent, lease, distribute, or otherwise transfer the Platform to any third party; (d) use the Platform for the benefit of any third party or in any service bureau or time-sharing arrangement; (e) remove or alter any proprietary notices or labels on the Platform; or (f) use the Platform in any manner that violates applicable law or infringes the rights of any third party. 8.4. Customer Data. Customer owns and shall retain all right, title, and interest in and to their historical shipment data including load ID's, addresses, contact, accessorial, commodity, tracking, carrier and invoice information associated with each customer Completed (paid for) shipment. Customer data will only be transferred from Service Provider to customer in the form of a .csv file upon request (maximum 2 requests annually or at the termination of the agreement in section 6).

ARTICLE IX. INDEMNIFICATION

  • 9.1. Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) solely arising out of any third-party claim that the Platform infringes any intellectual property right of such third party.
  • 9.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Service Provider from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Platform in violation of this Agreement; (b) any inaccurate or incomplete information provided by Customer regarding the Freight; (c) any violation by Customer of applicable law or the rights of any third party; or (d) any claim by a Carrier against Service Provider arising from Customer's shipment.
  • 9.3. Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party sole control over the defense and settlement of such claim; and (c) provide the indemnifying party with reasonable cooperation in the defense and settlement of such claim, at the indemnifying party's expense. The indemnified party may participate in the defense and settlement of such claim at its own expense.

ARTICLE X. GENERAL PROVISIONS

  • 10.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
  • 10.2. Amendment. This Agreement may be amended only by a written instrument signed by both parties.
  • 10.3. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • 10.4. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by confirmed facsimile; or (d) sent by commercial overnight courier with written verification of receipt. Notices shall be sent to the addresses set forth on the signature page or to such other address as either party may specify in writing.
  • 10.5. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.
  • 10.6. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if no such modification is possible, such provision shall be severed from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.
  • 10.7. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
  • 10.8. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riot, civil unrest, government action, labor disputes, or Internet service provider failures or delays.
  • 10.9. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state courts located in Anne Arundel County, Maryland, and each party irrevocably submits to the jurisdiction and venue of such courts.
  • 10.10. Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
  • 10.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.