One Source Logistics, LLC

Online Freight Brokerage Terms & Conditions

One Source Logistics, LLC, a Minnesota limited liability company ('OSL') will allow access to the free online freight brokerage service for shipping heavy freight, including by truckload, LTL, domestic or international air and ocean transport (the 'Service') located at http://onesource.trans411.com/fquote. The Service provides freight rate quotations and allows the user to tender freight for transport via ground, air, rail or ocean.

SET OUT BELOW ARE THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE SERVICE. PLEASE READ THIS INFORMATION CAREFULLY. IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST ACKNOWLEDGE YOUR AGREEMENT BY CLICKING "I ACCEPT" ON BEHALF OF YOURSELF AND THE ENTITY, IF ANY, WITH WHOM YOU ARE EMPLOYED OR REPRESENT. ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN OSL, AND YOU AND SUCH ENTITY GOVERNING ALL USE OF THE SERVICE. WHEN USED IN THIS AGREEMENT, THE 'SERVICE' SHALL MEAN AND INCLUDE ALL ONLINE TOOLS, INFORMATION AND INTERFACES THAT COMPRISE http://onesource.trans411.com/fquote. PLEASE PRINT A COPY OF THIS AGREEMENT TO RETAIN WITH YOUR FILES.

1. Grant of Rights. Subject to these TERMS AND CONDITIONS, OSL grants the enrolled Customer, Shipper and/or Consignee (hereinafter collectively referred to as "Customer") a non-exclusive, royalty-free, non-assignable right to use the Service solely to obtain rate quotations and tender freight for transport and for no other purpose. Customer agrees to follow online instructions regarding the use of the Service. OSL may modify or terminate the Service or Customer's use of the Service at any time for any reason

2. Acceptance of Terms. Customer acknowledges that clicking the "I Accept" button constitutes its signature and acceptance of and agreement to these TERMS AND CONDITIONS for the Service on Customer's behalf. No agent or employee of the parties may alter any provision in these TERMS AND CONDITIONS. These TERMS AND CONDITIONS may be modified by OSL at any time. The TERMS AND CONDITIONS in effect on the day the Customer obtains a rate quotation or tenders freight, which may be found at http://onesource.trans411.com/fquote, shall apply to such quotation or tender.

3. Terms of Transport and Payment.The terms of transport and of payment will be governed by (a) any contract or agreement entered into by the Customer and OSL (the 'Contract') and/or (b) OSL's Service Guide, General Carriage Rules (the 'Service Guide'), in that order of precedent. A copy of the Service Guide is available upon request.

4. Enrollment. In order to utilize the Service to obtain rate quotations, Customer must provide OSL with any and all information requested by OSL. Customer shall receive a username and password in order to access the Service. Customer is responsible for any and all use of the Service utilizing Customer's username and password and is responsible for all charges incurred under Customer's username and password.

5. Rate Quotations. Enrolled Customers may obtain rate quotations at any time. Rate quotes are valid for 30 days. Notwithstanding any provision in these TERMS AND CONDITIONS to the contrary, rate quotations are guaranteed only to the extent that the rate quotation variables provided by Customer are consistent with the variables of the shipment. Rate quotations may not reflect additional fees, charges and surcharges, including without limitation (i) tractor detention or layover, (ii) trailer detention or layover, (iii) driver assistance, (iv) fuel assessorial charges, (v) extra labor or lumper fees and (vi) other fees, charges and surcharges contained in the Service Guide.

6. Freight Tenders. Enrolled Customers may tender freight at any time. Upon the first instance of a Customer tendering freight to OSL for transport, OSL will contact the Customer within 10 minutes of the tender (assuming the freight is tendered between 8:00AM central time and 5:00PM central time, otherwise OSL will contact the Customer by 8:30AM the next business day), to process a credit application and establish credit terms. OSL may perform a credit check of Customer and determine, in its sole discretion, whether to extend credit to the Customer. Subsequent tenders (and all tenders by Customers who are exiting clients of OSL) will be processed in accordance with the Contract and/or the Service Guide.

7. Intellectual Property Rights. OSL has rights to and retains all worldwide rights, title and interests, including without limitation, copyright in and to the Service. Customer may not copy, modify, translate, transmit, distribute, adapt, reproduce, decompile, reverse engineer or disassemble the Service.

8. OSL. Customer acknowledges and agrees that (a) OSL is a freight broker and NOT a freight carrier and (b) OSL reserves the right, in its sole discretion, to refuse any tender at any time.

9. Limitations of Liability. Customer acknowledges that OSL is providing the use of the Service free of charge. EXCEPT AS SET FORTH BELOW, NEITHER OSL NOR ANY OF ITS CARRIERS OR AGENTS SHALL BE LIABLE TO CUSTOMER (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THEIR RIGHTS) FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF THE NEGLIGENCE OF OSL OR ITS CARRIERS OR AGENTS OR THE BREACH OF ANY WARRANTY OR OTHER TERM OF THESE TERMS AND CONDITIONS, REGARDLESS OF WHETHER OSL OR ANY OF ITS CARRIERS OR AGENTS WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

10. Limitation of Warranty. Customer expressly acknowledges and agrees that the Service is made available for Customer's use free of charge and that Customer's use of the Service is at Customer's sole risk. EXCEPT AS OTHERWISE PROVIDED HEREIN, OSL MAKES NO WARRANTIES FOR THE SERVICES OR THE FUNCTION OF THE INTERNET AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. OSL does not warrant that the Service will meet all the Customer's requirements or that its operations will be uninterrupted or error-free, or that any defect in the Service will be corrected. Furthermore, OSL does not warrant nor make any representation regarding the results of Customer's use of the Service in terms of capability, correctness, accuracy, reliability or otherwise. No oral or written information, representation or advice given by the Service or an authorized representation of the Service will create a warranty.

11. Indemnity. Customer shall defend, indemnify, and hold harmless OSL, its officers, agents, and employees from and against and all third-party claims, actions, causes of action, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or related to any facts or alleged facts which, if true, would constitute a breach by Customer of these TERMS AND CONDITIONS.

12. Compliance with Law. Each party shall, at all times and at its own expense, comply with all applicable federal, state, and local laws, rules and regulations, and shall maintain in full force and effect all license and permits required for performance under these terms and conditions.

13. Forum Selection and Choice of Law. Any claim, dispute or litigation relating to these TERMS AND CONDITIONS, any freight tendered through the Service, or relating to any and all disputes between OSL and the Customer, shall be adjudicated in the state or federal courts sitting in Hennepin County, Minnesota and shall be subject to Minnesota law.

14. Force Majeure. Any delay or failure of performance of either party shall not constitute a breach or default of these TERMS AND CONDITIONS, or give rise to any claims for damages, if and to the extent that such delay or failure is caused by an occurrence beyond the control of the party affected, including, but not limited to, acts of governmental authorities, acts of God, the discovery of materially different site conditions, wars, riots, rebellions, sabotage, fire, explosions, accidents, floods, strikes, lockouts, or changes in laws, regulations, or ordinances. In the event that a party intends to invoke this force majeure provision, that party shall provide prompt notice to the other party as soon as possible after the occurrence of the event giving rise to the claim of force majeure.

15. Entire Agreement. These TERMS AND CONDITIONS completely and exclusively states the agreement of the parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements with respect to the subject matter hereof, written or oral, and may be amended only by written instruments signed by all parties hereto. If any part of these TERMS AND CONDITIONS is found unenforceable, it will not affect the validity or enforceability of any other provision of these TERMS AND CONDITIONS.

16. Attorneys' Fees. In connection with any litigation arising out of these TERMS AND CONDITIONS, OSL, if the prevailing party, shall be entitled to recover all costs incurred, including reasonable attorneys' fees, whether incurred during settlement, at trial, or on appeal.

17. Waiver. The failure of OSL at any time to require the performance of any of the provisions herein, shall in no way affect the rights of OSL to enforce the same, nor shall the waiver by OSL of any breach of any provisions hereunder, be construed to be a waiver of any succeeding breach or as a waiver or modification of the provisions hereof.

18. Binding Effect. These TERMS AND CONDITIONS shall be binding upon and shall inure to the benefit of the heirs, personal representatives, successors and assigns of the parties hereto.