This Agreement applies to (i) users of the Uber Freight Platforms in the United States and/or Canada and (ii) Carriers and their Carrier Representatives performing Services (as defined below) in the United States and/or Canada.
Uber Freight LLC, a Delaware limited liability company, with USDOT: 2926893 and MC: 987790 (“Uber Freight” or “Broker”), provides freight brokerage services that involve arranging for the transportation of freight of third-party shippers (collectively, “Shippers”) by Carriers in accordance with this Agreement (collectively, the “Uber Freight Service”). Uber Freight is not a motor carrier.
By signing up and registering with Uber Freight and by any Carrier Representative accessing or using any Uber Freight Service on Carrier’s behalf on or after the date first set forth above, Carrier accepts this Agreement, and in doing so such Carrier Representative represents and warrants to Uber Freight that he or she has the legal right, authority, and capacity to enter into this Agreement on behalf of such Carrier. Neither you nor your Carrier is permitted to access or use the Uber Freight Service or accept this Agreement if you or the Carrier do not meet any of the requirements set forth below. Please read this Agreement carefully before using the Uber Freight Service. Use of the Uber Freight Service is conditioned on your Carrier’s agreement to all of the terms and conditions contained in this Agreement.
If you or the Carrier you represent do not agree to any of the terms of this Agreement, you and your Carrier are prohibited from accessing or using the Uber Freight Service unless and until an authorized representative of the Carrier you represent enters into this Agreement.
Please refer to the Uber Freight Privacy Notice for information about how we collect, use and disclose information about Carriers, Carrier Representatives and other users of the Uber Freight Service.
The following Broker / Motor Carrier Agreement is entered into by and between Uber Freight and the Carrier providing Services (as defined below). This Agreement amends, restates and supersedes in its entirety any other agreements regarding the subject matter hereof, including (i) the terms and conditions of any tariffs, bills or other documents provided by Carrier and (ii) any other written broker/motor carrier agreement between Carrier and Uber Freight (collectively, the “Parties”).
(a) 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 (“Services” or “Shipments”) contemplated by this Agreement.
(b) Carrier agrees to comply with all Applicable Laws in the performance of the 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; (ii) Applicable Laws relating to the transportation of food grade products, including the U.S. Food Safety Modernization Act (21 U.S.C. § 2201 et seq.), the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 341 et seq.), the U.S. Sanitary Food Transportation Act (49 U.S.C. § 5701 et seq.), and the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900 et seq.); and (iii) Applicable Laws relating to air quality and the environment.
(c) 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) fails to maintain the insurance required by this Agreement, (iii) is notified that any such insurance may become ineffective, (iv) is notified of any intervention, investigation, safety audit or compliance review initiated by or on behalf of FMSCA or any other relevant regulatory authority, or (v) is otherwise prohibited by Applicable Law from performing Services hereunder, Carrier will not transport any Shipments tendered to Carrier and will promptly notify Broker of such notification, failure or prohibition.
(d) Carrier represents, warrants and agrees that with respect to any operations performed, and any equipment operated, in California hereunder, (i) such Services will be performed in accordance with the applicable regulations of the California Air Resources Board (“CARB”), including the Truck and Bus Regulation at 13 C.C.R. § 2025, the Drayage Truck Regulation at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et seq., and the Tractor Trailer Greenhouse Gas regulation at 17 C.C.R. § 95300 et seq.; (ii) Carrier has adopted policies and procedures to ensure compliance with such CARB regulations, as they may be revised, adopted, and amended from time to time; and (iii) Carrier shall only dispatch and operate compliant vehicles (including vehicles compliant with TRUs) and shall maintain shipment-specific records evidencing such compliance, which records shall be provided to Broker upon request.
(e) 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 Broker with the personally identifiable information of any Carrier Representative, including any Driver (as defined below), provided to Broker; 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.
(a) Carrier (if within the United States) must procure and maintain, at its sole cost and expense, the following:
- (i) Automobile liability insurance (“Auto Insurance”) covering all owned, non-owned, and hired vehicles (including any trailers provided by Broker, Shipper or any other party) insuring Carrier in an amount not less than $1,000,000 per occurrence for bodily injury or property damage, or such larger amount as required by Applicable Law.
- (ii) Commercial general liability insurance (“CGL Insurance”) covering the transportation of Shipments and any other Services of Carrier under this Agreement in an amount not less than $1,000,000 per occurrence. Such insurance must also cover any contractual liability of Carrier to Uber Freight under this Agreement.
- (iii) All-risk broad form motor truck cargo legal liability insurance (“Cargo Insurance”) in an amount not less than $100,000 per occurrence. Such insurance must have no exclusions or restrictions that would foreseeably preclude coverage relating to cargo claims, including exclusions for unattended or unattached trailers, theft, commodities transported under this Agreement, refrigerator breakdown or lack of refrigerator fuel.
- (iv) Statutory workers’ compensation insurance in such amount(s) and in such form(s) as required by Applicable Law.
- (v) Employer’s liability insurance in an amount not less than $1,000,000 per person/per accident/per occupational disease.
(b) Carrier (if within Canada) must procure and maintain the insurance required by Section 2(a), except that the coverage limits must be no less than the following: (i) Auto Insurance, $2,000,000 (CAD); (ii) CGL Insurance, $2,000,000 (CAD); and (iii) Cargo Insurance, $150,000 (CAD).
(c) All insurance policies of Carrier required by this Agreement must, as applicable, be primary and must waive subrogation and contribution against Broker and Shipper. Carrier represents and warrants that there are no exclusions or limitations under any such policies that would prevent coverage for any liability assumed by Carrier under this Agreement. Carrier will furnish to Broker written certificates obtained from the insurance carrier showing that such insurance has been procured, is properly maintained, and indicating the expiration date of the relevant policies. Carrier will provide Broker written notice of cancellation or material modification of any of the foregoing policies at least thirty (30) days prior to such cancellation or modification. In addition, Broker and Shipper must be included or added as additional insureds on Carrier’s CGL Insurance and Auto Insurance policies and Shipper must be added as a loss payee on Carrier’s Cargo Insurance policy, in each case, as evidenced by an endorsement on the certificates of insurance. Upon Broker’s written request, Carrier will provide Broker with copies of the foregoing insurance policies. All of the foregoing insurance policies must be procured from insurance companies rated at least A-VII or better by AM Best.
(a) Carrier is solely responsible for controlling the method, manner, and means of accomplishing the performance of Services. Carrier and its Drivers are responsible for transporting Shipments 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 Shipment on behalf of Carrier.
(b) All Shipments arranged by Broker and accepted by Carrier must be transported pursuant to Carrier’s operating authority even if the Drivers assigned to the Shipments have their own separate operating authorities from the FMCSA. Carrier specifically agrees that all freight Broker tenders to Carrier will 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 freight to be transported by a third party without the prior written consent of Broker. If Carrier violates the foregoing prohibition, in addition to any other rights and remedies available to Broker, Broker may, in its sole discretion, pay the underlying third-party carrier directly, and such payment will relieve Broker of any and all payment obligations to Carrier with respect to such Shipment. Carrier will transport all Shipments without unreasonable delay and will promptly communicate to Broker any event or circumstance that may cause delay in transit. This Agreement does not grant Carrier an exclusive right to perform any Services for Broker or any Shipper. Upon request by Broker, Carrier will execute any necessary Uniform Intermodal Interchange and Facilities Access Agreement (“UIIA”) and Shipper-specific UIIA addendum.
(c) In the performance of Services, Carrier will be solely responsible for the acts and omissions of each of its employees, agents, representatives, contractors (including independent contractors and subcontractors) and any other service providers engaged by Carrier (including its Drivers, collectively, “Carrier Representatives”). In the event Carrier designates to Broker certain Carrier Representatives who are authorized to accept Shipments (or make other business decisions) on behalf of Carrier on any of the Uber Freight Platforms, (i) Carrier agrees that Broker may rely upon the acceptance by any such Carrier Representative of a Shipment made available to Carrier on any of the Uber Freight Platforms as creating a legally binding obligation of Carrier hereunder with respect to such Shipment, (ii) Carrier agrees to notify Broker immediately of any changes to (including removals from) the list of Carrier Representatives so designated and (iii) Carrier shall be solely responsible for any failure to accurately and timely notify Broker of any such changes to (including removals from) the list of designated Carrier Representatives.
(d) Carrier must utilize only competent and able personnel who are legally licensed in accordance with Applicable Laws to perform the 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 Services hereunder. Carrier will also ensure that any Driver providing 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 Shipments can be completed on time without violation of Applicable Law.
(e) The relationship between the Parties 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 confirms the existence and nature of such contractual relationship each time a Carrier Representative accesses the Uber Freight Platforms. 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 the Services. Neither Broker nor any Shipper is an agent of Carrier and Carrier is not an agent of Broker or any Shipper. This Agreement does not create a joint venture, joint enterprise or partnership between Broker, Shipper and/or Carrier.
(f) Carrier will furnish all equipment necessary or required for the performance of Services (the “Equipment”). Carrier will maintain all Equipment (i) in good repair and clean, working condition, (ii) in full compliance with Applicable Laws, (iii) free of contamination and infestation, and (iv) in the case of dry-van and refrigerated trailers, water-tight and odor-free. Carrier represents and warrants that its trailers have not been and will not be used to haul municipal, residual, industrial, chemical, liquid or solid waste. For all Shipments to be hauled using flatbed trailers, Carrier shall be responsible for load securement in accordance with Applicable Law. For all Shipments that Broker or Shipper designate as requiring refrigeration, Carrier shall maintain proper temperature control in accordance with temperature requirements provided to Carrier by Shipper or Broker and in accordance with all Applicable Laws, including pre-cooling the trailer prior to pickup if requested. For refrigerated Shipments, Carrier shall maintain written records that document Carrier’s compliance with temperature requirements (including ambient temperature during loading and unloading and of temperature during transit) and shall provide such records to Broker upon request.
(g) If Carrier elects to provide access to any of the Uber Freight Platforms to any Driver, any directions, pickup or delivery instructions or other information provided through such Uber Freight Platform shall be deemed to be provided by Carrier to the Driver. Any navigational directions that Broker offers to Carrier or its Drivers are offered as a convenience only, and Carrier and its Drivers will have no obligation to follow such navigational directions. Notwithstanding any communications or other information transmitted to or from a Driver on any of the Uber Freight Platforms, Carrier agrees that it has full control of its Carrier Representatives in the performance of Services.
(a) Subject to the terms and conditions hereof, for each Shipment delivered by Carrier, Broker will pay to Carrier (and not any Driver or any other Carrier Representative) or to a factoring company on behalf of Carrier (if so instructed in writing by Carrier) the rates and charges set forth in a rate confirmation provided by Broker to Carrier electronically or otherwise in respect of such Shipment (the “Rate Confirmation”). The Rate Confirmation constitutes an integral part of this Agreement and may contain additional terms, all of which are legally binding on Carrier. Carrier hereby agrees that any Shipment that is accepted by any of its Carrier Representatives on any of the Uber Freight Platforms or otherwise is and will be a Shipment and transportation Service of Carrier that is subject in all respects to this Agreement at the rates and charges and subject to the other terms set forth in the Rate Confirmation.
(b) Carrier will evidence each Shipment by a bill of lading that complies with 49 C.F.R. § 373.101 and names Carrier as the transporting motor carrier. Except for information required under 49 C.F.R. § 373.101, in no event will Carrier’s tariff, terms and conditions, service guide, credit application, bill of lading (including any deemed terms and conditions under Applicable Law), or similar shipping document apply to the Services. Upon delivery of each Shipment, Carrier will obtain a proof of delivery that serves as a receipt showing the kind and quantity of product delivered to the consignee/receiver, and Carrier will cause the consignee/receiver to sign such receipt. The bill of lading is intended to act as a receipt only. Carrier will notify Broker immediately of any exception made on the bill of lading or delivery receipt.
(c) Carrier shall provide Broker with a complete, legible and otherwise acceptable copy of the bill of lading or other proof of delivery within twenty-four (24) hours after delivery of each Shipment (and, if Carrier has access to any of the Uber Freight Platforms, Carrier agrees to upload such proof of delivery to an Uber Freight Platform). Carrier must submit any supporting documents requested by Uber Freight promptly and, in any case, within twenty-four (24) hours of Broker’s request. Carrier must bring any valid suit related to unpaid freight charges or undercharges for any Shipment within eighteen (18) months of the delivery date of such Shipment, and Carrier hereby irrevocably waives its right to sue or otherwise seek payment or reimbursement for any such Shipment after such deadline.
(d) As required by the U.S. Moving Ahead for Progress in the 21st Century Act (“MAP-21”), Broker (i) confirms that it has entered into this Agreement as a property broker and (ii) acknowledges and agrees that FMCSA regulations prohibit Broker from representing its operations as being those of a motor carrier. As a property broker, Broker is in the business of identifying and contracting with motor carriers, such as Carrier, authorized to transport the freight of Shippers. If Broker is named as a “carrier” on any applicable bill of lading, such misstatement will not affect Broker’s status as a property broker.
(e) Broker will pay Carrier within thirty (30) days of Broker’s receipt of a signed bill of lading or other proof of delivery and any other related documentation requested by Broker. Subject to the preceding sentence, Carrier agrees that Broker may establish payment practices pursuant to which Broker endeavors to make faster payments for certain circumstances including (i) payments made directly from Broker to Carrier (rather than from Broker to a factoring company or other third-party recipient on behalf of Carrier) and/or (ii) payments made to Carriers that booked the applicable Shipment on an Uber Freight Platform and/or have used an Uber Freight Platform to upload a proof of delivery or as otherwise requested by Uber Freight. Broker’s practice, program, or periodic election to make payments earlier than as required by the first sentence of this paragraph may be modified or cancelled by Broker at any time without notice in Broker’s sole discretion.
(f) In order for Carrier to be eligible for any accessorial payment for any Shipment, Carrier must submit all accessorial requests and receipts within twenty-four (24) hours of delivery of such Shipment and such requests and receipts must be supported by a signed bill of lading with legible arrival and departure times. If Broker advances an accessorial payment (including for lumper services) to Carrier and Carrier does not provide an acceptable receipt for such accessorial payment, Carrier shall return such advance to Broker (or Broker may offset the amount of such advance against any future payments due from Broker to Carrier, as set forth below). Broker’s accessorial payment rates are subject to change at any time in Broker’s sole discretion and will be posted to one or more Uber Freight Platforms, together with related terms that govern the accessorial documentation and request process, which are currently located here and which are incorporated by reference into this Agreement.
(g) Carrier agrees that Broker may withhold and offset from any amounts otherwise payable to Carrier or any of its affiliates any amount (i) that Carrier or any of its affiliates owes or may owe to Broker, Shipper, a consignor, consignee or receiver of any Shipment, or an affiliate of any of the foregoing, or (ii) that is subject to a validly issued lien. Carrier (and any third-party recipient of payments on behalf of Carrier) must accept all payments in respect of Shipments from Broker via bank wire transfer (ACH).
(h) Carrier agrees that (i) as between Broker and Carrier, Broker shall have the exclusive right to handle the billing of freight charges to each Shipper in respect of Services, and (ii) as between Broker and each Shipper, Broker is solely responsible for paying Carrier’s freight charges for Services. Carrier will not seek payment from any Shipper or any consignor, consignee or receiver for any Shipment. Carrier hereby irrevocably waives any claims Carrier may have against any Shipper or any consignor, consignee or receiver of any Shipment, or any third-party payer in respect of any Shipment, to the extent related to the payment of Carrier’s freight charges for Shipments.
(i) Carrier hereby waives and releases any liens or other claims of any nature that Carrier might otherwise have over any freight of any Shipper in the care, custody or control of Carrier. If any Carrier Representative refuses to deliver any Shipment after pickup unless Broker makes a payment in excess of the amount set forth in the Rate Confirmation for such Shipment, then Carrier agrees to promptly pay to Broker, as liquidated damages and not as a penalty, $1,000 in respect of such withheld Shipment (in addition to delivering such Shipment as required hereunder, refunding to Broker any such amounts paid in excess of the Rate Confirmation, and any other remedies available to Broker hereunder or under Applicable Law).
(j) Carrier will charge Broker sales tax, value added tax, goods and services tax, or similar taxes (collectively “Transaction Taxes”) that are owed by Broker solely as a result of the Services provided by Carrier to Broker and which are required or permitted to be collected from Broker by Carrier under Applicable Laws. Carrier will provide valid tax invoices (or equivalent information as requested by Broker) to Broker, consistent with the requirements of the relevant jurisdiction.
(k) Upon request, Carrier shall provide Broker with a validly executed U.S. Internal Revenue Service form to establish its U.S. or non-U.S. status or any other necessary tax documentation. Where any taxation authority imposes any tax in connection with the payment for Services by Broker to Carrier and requires Broker to withhold such tax (“Withholding Tax”), Broker may deduct such Withholding Tax from the payment to Carrier (including amounts that Broker reasonably determines were required to have been withheld out of previous payments, but were erroneously not withheld) and remit such Withholding Tax to the relevant taxing authority. In the event a reduced Withholding Tax rate may apply on payments to Carrier, Carrier shall provide to Broker, before the relevant payment is to be made, all documentation necessary to demonstrate that Carrier is qualified for the reduced rate of Withholding Tax.
(a) Regardless of the point of origin, destination or routing of the relevant Shipment, Carrier’s liability for any loss, delay, damage or destruction of goods, property or other freight (collectively, “Cargo”) tendered to Carrier pursuant to this Agreement shall be governed by the Carmack Amendment as currently codified at 49 U.S.C. § 14706 et seq., except as expressly modified by this Agreement. No exclusions or limitations contained in any bill of lading (including any deemed contract terms and conditions under Applicable Laws), service guide, rules book, tariff or insurance coverage will limit or reduce Carrier’s liability under this Agreement. Carrier agrees to be liable for the full invoice value of the Cargo lost, damaged, delayed, or destroyed. Carrier will abide by any Cargo handling instructions communicated to Carrier by Broker or the applicable Shipper.
(b) Carrier will have the right to salvage Cargo or a right to claim an offset for the value of salvage of Cargo with Broker’s prior written consent, which will not be withheld if the applicable Shipper allows salvage of such Cargo or an offset for its salvage value. In the event of an accident, Carrier will be responsible for securement, cleanup and disposal of Cargo as directed by the applicable Shipper. In the event of a missing, tampered with or broken trailer seal, Carrier will be, at the Shipper’s sole discretion, liable for partial or full loss or damage to Cargo without salvage, inspection or establishment of actual damages. In the event the trailer is impounded, Carrier authorizes the Cargo owner or their designee to remove any Cargo contained therein.
(c) Processing of claims for Cargo loss, damage or delay (collectively, “Cargo Claims”) will be governed by the provisions of 49 C.F.R. § 370, except as expressly modified by this Agreement. Carrier must pay, decline or make a firm compromise of settlement within sixty (60) days after receipt of any Cargo Claim. Carrier and Broker will cooperate with each other and with the applicable Shipper in investigating any Cargo Claims. Carrier agrees that the relevant Shipper will be allowed not less than nine months from the date of Shipment delivery (or the date when delivery reasonably should have been made) to file a claim for Cargo loss, damage or delay. Carrier agrees that such Shipper will be allowed not less than two years and one day from the date of its written claim disallowance, in whole or in part, to commence litigation for Cargo loss, damage or delay.
(d) Each Shipper of Cargo is a third-party beneficiary of this Section 5 and is entitled to enforce the obligations of Carrier set forth in this Section 5 directly against Carrier as if such Shipper was a party hereto.
(a) Carrier agrees to defend, indemnify, and hold harmless Broker, each Shipper, each consignor, consignee and receiver of any Shipment, and the affiliates of each of the foregoing, as well as the respective directors, officers, employees, agents and representatives of each of the foregoing (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 transportation of any Shipment, the performance of any other 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.
(b) Notwithstanding the foregoing, Carrier’s defense, indemnification and hold harmless obligations under Section 6(a) will not apply to the extent that any Indemnified Claim is finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of an Indemnified Party. Each Shipper and each consignor, consignee or receiver of any Shipment, and the affiliates of each of the foregoing, as well as their respective directors, officers, employees, agents and representatives is each a third-party beneficiary of this Section 6 and is entitled to enforce the obligations of Carrier set forth in this Section 6 directly against Carrier as if such Indemnified Party was a party hereto. To the extent permitted by Applicable Law, Carrier hereby expressly waives any exclusive remedy defense, including any such defense available under any workers’ compensation or other occupational accident statutory regime, to the extent that any such defense conflicts with Carrier’s obligations under this Section 6.
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 freight tendered by any Shipper if: (a) the availability of such freight first became known to Carrier during the course of performing the Services or (b) the traffic of the Shipper was first tendered to Carrier by Broker. Notwithstanding the prior sentence, Carrier may participate in and accept freight transportation awards from a Shipper if the award is received as a result of Carrier’s participation in a formal bidding process conducted by such Shipper.
(a) For purposes of this Agreement, the following terms shall have the following meanings:
- (i) “Device Data” means location and other data that is created, captured, entered into or processed by any Telematics Device used by Carrier or any of its Drivers.
- (ii) “Telematics Devices” means telematics technologies and related hardware, equipment, software and services, including fleet management technologies, tracking technologies, electronic logging devices, vehicle or asset gateways, trailer sensors, and visibility and/or location aggregators.
- (iii) “Telematics Provider” means a provider of Telematics Devices.
(b) Carrier hereby agrees to the transfer and transmission of its Device Data by Telematics Providers to Broker for use at Broker’s sole discretion. Such transfer and transmission of Device Data to Broker may be made by the Telematics Provider or such other party as may be necessary to effectuate this transfer and transmission. Carrier authorizes the Telematics Provider or such other parties to take such actions as may be necessary to effectuate the transfer and transmission of Carrier’s and any of its Drivers’ Device Data to Broker. Such Telematics Providers shall be third-party beneficiaries of this Section 8.
(c) Carrier hereby grants to Broker a non-exclusive, transferable, sublicensable, worldwide, fully-paid up, royalty-free and revocable (in accordance with Section 8(e)) license under its rights to the Device Data to use, distribute, reproduce, display, perform, copy, modify, and create derivative works based upon the Device Data. Uber Freight may share such Device Data with third parties in accordance with its publicly available Uber Freight Privacy Notice, as it may be updated from time to time in accordance with its terms, which is currently located here and is incorporated herein by reference (the “Uber Freight Privacy Notice”).
(d) The Parties acknowledge and agree that the Device Data may contain or reflect personal information, including Driver location data. Carrier represents and warrants that it has all rights necessary, and has provided or will provide appropriate notice, and has obtained or will obtain any necessary consents from end users or other persons, for Carrier to share Device Data with Broker hereunder and for Broker to use any personal information contained or reflected therein for purposes of fulfilling its obligations under this Agreement or other purposes identified in the Uber Freight Privacy Notice.
(e) The agreements set forth in this Section 8 shall remain in effect until the earlier of (i) the valid termination of this Agreement and (ii) the termination by either Party of the obligations set forth in this Section 8 in accordance with this Section 8(e). Carrier may terminate this Section 8 by providing written notice to Broker via email at email@example.com, with the subject line “[Carrier’s name] Device Data Sharing Termination Request.” Carrier’s written notice of termination may also instruct Broker to cease receipt of certain data while continuing receipt of other data, in which case this Section 8 will remain effective with respect to the data access that Carrier has not terminated. Broker may terminate this Section 8 by providing written notice to Carrier in accordance with Section 14. Promptly following termination of this Section 8 by either Party, Broker will take reasonable measures to terminate its receipt of Device Data from Telematics Providers. Termination of this Section 8 will not affect Broker’s rights with respect to any Device Data received by or licensed to Broker prior to such termination pursuant to this Agreement.
Carrier, on behalf of itself and its Drivers, agrees to grant Broker permission to track the location of Drivers (including by tracking the location of Drivers’ devices) and of Carrier’s Equipment and to share such location information with third parties, including the applicable Shippers. Carrier is solely responsible for obtaining all Consents from each Driver necessary to enable Broker to send SMS messages or to otherwise contact each such Driver. Carrier represents and warrants that it has obtained and recorded all Consents from each Carrier Representative, including each Driver, necessary to enable Broker to send SMS messages or to otherwise contact each such Driver and to receive and use Device Data. Carrier also represents and warrants that it has obtained and recorded all Consents from each Carrier Representative, including each Driver, to enable Broker to send SMS messages or otherwise contact each such Driver for other promotional or transactional purposes. Drivers will have the opportunity to opt out of receiving promotional messages.
The term of this Agreement shall continue indefinitely until terminated in accordance with the terms hereof. Broker may terminate this Agreement at any time for any reason upon written notice to Carrier. Carrier may terminate this Agreement at any time upon five business days’ prior written notice to Broker; provided that if Carrier thereafter accepts any Shipments or provides any Services, this Agreement will apply to such Shipments and Services. Section 5 through Section 7, Section 8 (with respect to Device Data shared prior to such termination) and this Section 10 through Section 16 will survive the termination of this Agreement. In addition, any rights and obligations of either Party with respect to matters that occurred prior to the termination of this Agreement will survive such termination.
(a) Neither Party may disclose any confidential information (including any trade secrets) that it may receive from the other Party or any of its affiliates in the course of providing services hereunder to any third party without the prior written consent of the other Party. Neither Party may engage in any publicity, press activities, marketing or other public relations regarding the services provided hereunder and naming the other Party (or, in the case of Carrier, identifying any Shipper, consignor or consignee for which the Carrier provides Services) without the mutual written consent of the Parties. In addition, Carrier shall not disclose to any third party any confidential information disclosed to Carrier by any Shipper or any consignor or consignee of a Shipment (or any affiliate of the foregoing) in the course of providing Services. Each Party shall protect any confidential information received hereunder with a reasonable degree of care. The obligations set forth in this Section 11(a) shall apply during the term of this Agreement until the second anniversary of the termination of this Agreement.
(b) Notwithstanding Section 11(a), each Party may disclose confidential information (i) in connection with the performance of services hereunder to such Party’s affiliates and its and their respective directors, officers and employees, as well as to its and their respective outside accountants, tax advisors and attorneys bound by a contractual or professional obligation to keep such information confidential, and (ii) pursuant to a judicial order or other governmental requirement or request. In addition, notwithstanding the foregoing, “confidential information” shall not include any information that: (A) is already known to the receiving Party at the time of disclosure or subsequently becomes known to the receiving Party, in each case, without violating any confidentiality obligation applicable to the receiving Party or any of its affiliates; (B) is or becomes publicly known without violating any confidentiality obligation applicable to the receiving Party or any of its affiliates; (C) is independently developed by the receiving Party or any of its affiliates without reference to or use of any such confidential information; or (D) is disclosed with the prior written consent of the disclosing Party.
This Agreement (including all documents incorporated into this Agreement by reference, and any Rate Confirmations) constitutes the entire agreement of the Parties regarding the subject matter hereof. This Agreement amends, restates and supersedes in its entirety any other agreements regarding the subject matter hereof, including (i) the terms and conditions of any tariffs, bills or other documents provided by Carrier and (ii) any other written broker/motor carrier agreement entered into by the Parties.
(a) Carrier may not assign or transfer this Agreement in whole or in part without the prior written consent of Broker. Broker may assign this Agreement to any affiliate of Broker or to any acquiror (or affiliate thereof) in connection with the sale of all or substantially all of Broker’s equity, business or assets. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
(b) In the event that any portion of this Agreement would result in a violation of any Applicable Law, the Parties agree that such portion will be severable and the remaining provisions of this Agreement will continue in full force and effect.
(c) The Parties expressly waive any and all rights and remedies provided by Part B to Title IV of Title 49 to the U.S. Code to the extent such rights and remedies conflict with the provisions of this Agreement. Without limiting the foregoing, Carrier expressly waives any right it may have to access or review records pursuant to 49 C.F.R. § 371.
(d) Failure of Broker to insist upon Carrier’s performance under this Agreement or to exercise any right or privilege arising hereunder will not be a waiver of any Broker’s rights or privileges herein.
(e) Upon Broker’s request, Carrier will provide documents evidencing compliance with the terms and conditions of this Agreement, as well as written records of all Shipments transported hereunder, regardless of whether this Agreement remains in effect at the time of such request.
(f) The English language version of this Agreement shall be controlling in all respects and shall prevail in the case of any inconsistencies with translated versions, if any. For Canadian companies only: It is the express wish of the parties that these terms and conditions be drawn up in English. Il est de la volonté expresse des parties que ces modalités et conditions soient rédigées et signées en anglais.
(g) When providing Services, Carrier Representatives must comply with Uber’s Non-Discrimination Policy. Uber Freight and its affiliates prohibit discrimination against anyone based on race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable law. In addition, aggressive, confrontational, and harassing behavior is not allowed. Any Carrier Representative found to have violated these prohibitions will lose access to the Uber Freight Platforms.
(h) All references to “dollars” or “$” refer to U.S. dollars, except where followed by “(CAD),” in which case the reference is to Canadian dollars. The words “include,” “includes” and “including” as used in this Agreement shall be read as followed by the words, “without limitation,” whether or not such words appear in each instance herein. The Section headings set forth in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
All notices or other communications required or permitted by this Agreement will be effective upon receipt; will be in writing; and will be transmitted electronically or personally delivered, or mailed by registered or certified mail, return receipt requested, or sent by an overnight delivery service that provides proof of delivery as follows:
If to Broker:
Uber Freight LLC
1515 3rd Street
San Francisco, CA 94158
Attn: Legal Department
with copy to: firstname.lastname@example.org
and a copy (if the notice relates to Services in Canada) to: email@example.com
If to Carrier: To Carrier via any of the Uber Freight Platforms or to any email or mailing address provided by Carrier to Broker.
Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its choice or conflict of laws provisions.
(a) Binding Arbitration. Subject to Section 16(d), any dispute, controversy, or claim arising out of or relating to this Agreement or the relationship of the Parties, including the interpretation, enforceability, performance, breach, termination or validity thereof, must be solely and finally resolved by confidential and final arbitration, administered by Judicial Arbitration and Mediation Services (“JAMS”), in Chicago, Illinois, or San Francisco, California (as determined by Broker). An award rendered in connection with arbitration pursuant to this Section 16 shall be final and binding upon the Parties, and judgment upon such an award may be entered and enforced in any court of competent jurisdiction. Nothing in this Section 16 shall limit the rights of either Party to obtain provisional, injunctive or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration. Neither Party has the right to arbitrate on a class action basis any dispute, controversy or claim arising out of or relating to this Agreement or the relationship of the Parties, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including this Section 16. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding Section 15, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. § 1-16).
(b) Delegation. The above arbitration provision applies to any and all disputes, controversies or claims about the scope, applicability, enforceability, legality, or waiver of this Section 16. For the avoidance of doubt, all such matters are delegated to arbitration to be finally resolved by an arbitrator in the location specified above and administered by JAMS.
(c) Negotiation. Before submitting an arbitration demand, the Party bringing the claim shall first attempt to informally negotiate with the other Party, in good faith, a resolution of the dispute, claim, or controversy between the Parties for a period of not less than 30 days.
(d) Third-Party Actions and Small Claims. Notwithstanding Section 16(a) and (b):
- (i) If Broker is involved in a third-party action or proceeding in any jurisdiction or venue arising from or related to Services provided by Carrier pursuant to this Agreement, Carrier consents to jurisdiction and venue in the court where such action or proceeding is pending.
- (ii) With respect to any dispute, controversy or claim arising out of or relating to this Agreement in which the relief sought is limited to monetary damages and is within the monetary limit of a small claims court in which venue and personal jurisdiction is proper, then each Party must pursue such claim in such small claims court (as opposed to binding arbitration pursuant to Section 16(a)).
This Agreement is subject to amendment, revision and/or update by Uber Freight from time to time. Changes that are not material will be effective immediately upon the posting of such changes to this Agreement (it being understood that this Agreement will be posted and publicly available on the internet). If any material changes are made by Uber Freight to this Agreement, Uber Freight will notify Carrier that this Agreement has been revised via electronic mail, a notification within an Uber Freight Platform (which may be a general notification made to all Carriers) or other means of written communication. Any such material changes to this Agreement will be effective upon the earlier of (a) the date Carrier accepts the updated version of this Agreement or (b) thirty (30) calendar days following Uber Freight’s notice to Carrier of the changes.
(a) The foregoing terms and conditions govern the provision of Services by Carrier related to Shipments brokered by Uber Freight via its digital freight brokerage marketplace or otherwise. Notwithstanding anything herein the contrary, this Section 18 shall govern the relationship between Uber Freight and Carrier with respect to the use of Uber Freight’s software platform that enables third-party customers seeking to transport freight (collectively, the “Direct Shippers”) to tender loads for freight transportation (the “Link Loads”) directly to motor carriers, including Carrier, via Shipper’s transportation management system or otherwise (such software product and platform of Uber Freight, the “Link Platform”).
(b) During the term of this Agreement, Uber Freight grants to Carrier a limited, worldwide, revocable, non-sublicensable, non-exclusive, non-transferrable, non-assignable, royalty-free license to access and use the Link Platform solely for the purpose of viewing, accepting and transporting Link Loads, subject to the conditions and limitations set forth in this Agreement.
(c) Carrier acknowledges and agrees that, with respect to the Link Platform and any Link Loads (including any Link Loads viewed by, tendered to, accepted by or transported by Carrier):
- (i) Uber Freight is not acting as a property broker, motor carrier or any other similar capacity.
- (ii) Uber Freight is acting solely as a provider of the Link Platform to Carrier and the applicable Direct Shipper.
- (iii) Uber Freight has no involvement in the transportation of any Link Load other than its capacity as provider of the Link Platform, and all matters related to the transportation of a Link Load (including payment for the freight transportation, any accessorials and any other charges to Carrier, liability for cargo loss or damage, or any other losses or damages to or caused by Carrier or any Direct Shipper) shall be governed by the freight transportation agreement between Carrier and the Direct Shipper of such Link Load.
- (iv) The Direct Shipper of each Link Load is responsible for the authorization and selection of all motor carriers (including, as applicable, Carrier) for the transportation of such Link Load, as well as any payment of freight charges due to Carrier for the transportation of such Link Load, and Uber Freight has no involvement in or liability for any such carrier authorization, selection or payment.
- (v) The Direct Shipper of each Link Load may provide certain pricing and other information to Uber Freight that Uber Freight may transmit to Carrier via the Link Platform (including in a rate confirmation), and with respect to all such information, (A) Uber Freight has relied on the Direct Shipper and has not independently verified such information, (B) such information is transmitted by Uber Freight for Carrier’s convenience only and (C) Uber Freight shall have no liability for any errors or omissions in such information.
- (vi) Uber Freight shall have no liability to Carrier or any of its directors, officers, employees, representatives or agents with respect to the Link Platform or any Link Load.
- (vii) Uber Freight and/or its licensor(s) own all intellectual property rights in and to the Link Platform, and any such rights not expressly granted hereby are reserved to Uber Freight and its licensor(s).
- (viii) Carrier is not permitted to use or reference in any manner Uber Freight or its affiliates’ company names, logos, product and service names, trademarks or service marks or those of Uber Freight or its affiliates’ licensors without explicit written permission.
- (ix) Carrier shall be responsible for charging and remitting, to any tax authorities, or other governmental authorities, any taxes and fees including, but not limited to, sales taxes, VAT, excise taxes, gross receipts taxes, privilege taxes, transaction taxes and property taxes with respect to services provided to Direct Shippers. Uber Freight will have no responsibility or liability for issuing tax-compliant invoices, receipts and any other document of a similar nature to Direct Shippers in relation to services provided by Carrier to Direct Shippers.