HIGH TIDE TRANSPORTATION SERVICES, LLC TERMS AND CONDITIONS

I. Parties

“You”, “Shipper”, are a shipper, consignor, consignee, third party logistics provider, beneficial cargo owner, or any other party or its agent acting on behalf of such person or entity with interest in certain general commodities (“Goods”) that You wish to have stored, handled, or transported by “Carriers,” meaning any motor carrier, including drivers and independent owner operators, any rail carrier or rail transportation service provider, any intermodal equipment provider, any ocean or air carrier (including non-vessel operating common carriers and indirect air carriers), any warehouse operator or other person or entity that provides transportation, storage, handling, or related services to the Goods at the request of Broker.

“Broker”, “High Tide”, is a transportation broker licensed by the Federal Motor Carrier Safety Administration to arrange for the transportation of Goods by Carriers. Broker is not a freight forwarder, common carrier, or contract carrier.

The relationship between You and Broker is and will remain that of independent contractors and no employer/employee or principal-agent relationship exists or is intended. You are not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers. High Tide is not restricted from arranging transportation of freight for other parties.

II. Services

High Tide’s responsibility is limited to arranging for the transportation of Goods. High Tide does not, and will not, actually perform, transport, store, handle, and/or take control or possession of the Goods. These Terms and Conditions apply to all transportation services arranged by Broker on Your behalf.

III. High Tide’s General Responsibilities and Disclaimers

A. Nothing in these Conditions or otherwise will be deemed to require or obligate High Tide to accept Goods tendered by You for Services. If High Tide agrees to provide Services, High Tide will exercise reasonable care, as indicated by the FMCSA, in arranging for or providing Services in accordance with these Conditions, and High Tide will arrange for transport within a reasonable time after receiving Your instructions. HIGH TIDE IS NOT RESPONSIBLE FOR COMPLIANCE WITH TRANSIT, PICK-UP OR DELIVERY APPOINTMENT DATES OR TIMES AND WILL NOT BE LIABLE IN ANY WAY FOR TRANSPORTATION DELAYS. Where the Services include provision or arrangement of transportation, High Tide’s obligation will be to provide or arrange such transportation by motor carrier.

B. Except as otherwise set forth in these Conditions, High Tide will take all reasonable steps to inform any Carrier of Your instructions received in writing by High Tide unless High Tide has informed You that it will not agree to provide Services in accordance with any such instructions, in which case, High Tide will have no liability arising from or related to failure to comply with such instructions. If after High Tide has agreed to arrange for a transportation of a shipment, events or circumstances make it impossible or impracticable, in High Tide’s sole discretion, for High Tide to fulfill its obligations under these Conditions, High Tide may depart from any of Your instructions without prior authorization from You, and will not incur any additional liability as a consequence of any such departure or deviation.

C. High Tide is not responsible to You or others for delay or deterioration of Goods from delay, whether with or without cause. High Tide is also not responsible for deterioration of Goods arising from breakdown or malfunction of refrigerated equipment, or changes in temperature, even if the rates quoted are for temperature controlled equipment or for temperature sensitive Goods.

D. High Tide, its agents and the Carriers will remain at all times independent contractors vis-à-vis You. Carriers engaged by High Tide will have sole and exclusive control over the manner in which they and their Carrier Representatives perform transportation services, including the operations of all vehicles and equipment used to perform its transportation services hereunder. Under no circumstances will Carriers engaged by High Tide or their Carrier Representatives be deemed employees or agents of High Tide or involved in any kind of joint venture and/or partnership with High Tide. The foregoing notwithstanding, High Tide and Carriers may agree that High Tide will act as the Carrier’s agent for the sole purpose of collecting the agreed-to freight charges related to Services. Except for such specific designation, none of the terms of these Conditions, or any act or omission of either Party will be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between You, High Tide, or the Carriers.

E. If requested, High Tide will provide You with proof of acceptance and delivery of Goods shipped in the form of an original or imaged signed Bill of Lading or proof of delivery. Such documentation may be made available for accessing by You.

F. For shipments moving intermodally or over the road, insertion of High Tide’s name on the Bill of Lading as the “carrier” will be for Your convenience only and will not imply that High Tide is actually the Carrier of that shipment or otherwise change High Tide’s status in handling that shipment.

IV. Your Obligations

A. You are responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured. You will be responsible for expenses arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing.

B. You must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Unless otherwise expressly consented to in writing by Broker, in no event will You tender any Goods that will or would reasonably be expected to contaminate, taint, corrode, or otherwise adversely impact the quality or condition of other Goods being transported, or the Trailer used in transporting the Goods.

C. You warrant that You are either the owner or the authorized agent of the owner of the Goods tendered for Services and that You have the authority to, and do, accept these Conditions for yourself and, where applicable, as agent for and on behalf of the owner and any other person involved in the transportation, including but not limited to any consignor or consignee, logistics providers, freight forwarders, or insurers. These Conditions will be binding on such persons or entities.

D. Unless You have requested that Broker arrange for a Carrier to provide driver count services before dispatch and the Carrier performs such driver count services, You are responsible for properly counting and recording the number of pieces transported and applying a protective seal to the loaded equipment.

E. You are responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation.

F. If You request that Broker arrange for equipment to be dropped at a location for Your convenience and left unattended by Carrier, You and Your consignors or consignees will not lose, damage, or misuse the equipment and You will pay for loss or damage to the equipment occurring during or as a result of such custody, control, possession, or use of the equipment.

G. If for any reason the consignee refuses the Goods and You fail to give timely direction about the disposal or redelivery of Goods rejected by the consignee, Broker may, without further notice or demand, place the Goods in storage and/or arrange alternative transportation (including less than truckload, if applicable) at Your exclusive risk and expense. Such stored Goods will be subject to a lien in favor of Broker for any charges. Broker may exercise these rights at any time after twelve (12) hours have elapsed since notification of the arrival and availability of the Goods at destination or of the consignee’s rejection of the freight. Alternatively, Broker or the underlying Carrier may sell the Goods to the highest bidder in a public or private sale in accordance with applicable law. Broker will be entitled to recover from You—and/or from the proceeds of a sale or disposal of the Goods—all costs incurred as a result of Your or the consignee’s failure to accept delivery of the Goods or to provide direction about disposal of rejected Goods, including all storage fees, equipment use charges, and costs of disposal.

H. You must comply with all applicable laws and regulations governing the safe and secure transportation of food products that will be ultimately consumed by humans or animals (“Food Shipments”), including those required by local, provincial, state, and federal laws, regulations, ordinances, and rules (including, but not limited to, the Food Safety Modernization Act, the Federal Food, Drug and Cosmetic Act, the Sanitary Food Transportation Act, and the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations. You represent and warrant that any Food Shipments offered for transportation pursuant to this Agreement are tendered in safe condition for human or animal consumption, as applicable.

I. If a Food Shipment is covered under any of the Food Safety Laws that prohibit the sale or distribution of unsafe or “adulterated” food, You must specify the applicable body or bodies of law, statutes, and/or regulations on the face of the governing bill of lading for the shipment. At the time of booking, and prior to loading the goods, You must further specify in the booking request and on the face of the governing bill of lading all instructions to be followed by the motor carriers to maintain the safety of the food—including, without limitation, all temperature control and temperature control documentation requirements (including an operating temperature for the transportation and, when necessary, the pre-cooling phase), all sanitation requirements and sanitation documentation requirements for the Food Shipment, and any design specifications and cleaning procedures (“Written Instructions”). Broker will assist You in providing any Written Instructions to the motor carriers transporting Your food cargo. You, including Your consignors and consignees, shall permit the performing motor carrier to verify the temperature of Food Shipments prior to acceptance of tender and upon delivery at destination.

J. You acknowledge and agree that the definition of “adulterated” as applicable to Food Shipments shall be that provided in the FD&C Act. In the event of apparent adulteration of any portion of a Food Shipment, You warrant that You will, at Your own expense, obtain a reliable inspection of the Food Shipment by a qualified expert within forty-eight (48) hours after delivery or the consignee’s rejection. You acknowledge that the Carrier will bear no liability for Food Shipments wrongfully refused without a timely and documented determination by a qualified expert of adulteration. You additionally acknowledge that if You fail to provide written instructions as required above, the Carrier will not be liable for loss or damage to Food Shipments deemed adulterated.

K. You warrant that You will not directly or indirectly interfere with, or attempt to adversely influence, the Carrier’s safe operation of equipment including performance pursuant to the federal hours of service regulations.

L. Broker assumes no responsibility for the service or performance of the underlying carrier. Each shipment must be prepared, loaded, blocked, and braced by the shipper in accordance with state, federal, or other applicable rules, regulations, and procedures, and/or the tariff of the servicing motor carrier, as applicable. Each “in bond” shipment is handled subject to the Carrier’s requirements as set forth in tariffs or separate agreements, copies of which can be viewed at the main offices of Broker.

V. Rates, Charges and Credit

A. Broker will invoice You for its services based on these Terms and Conditions and negotiated rates and charges. In addition, You shall also pay any applicable accessorial or similar charge incurred for the shipment or otherwise assessed by the Carrier, which may include (but is not limited to) charges for detention, lumper charges, layover, “truck ordered not used” fees, extra stop charges, driver assist charges, and consignee rejection or refusal costs. Broker reserves the right to revise a quoted shipment price—even after Your original acceptance—to reflect the characteristics of the shipment actually tendered if You provided inaccurate or incomplete shipment information at the time of booking. You agree to be fully responsible for payment of any charges incurred by any subsidiary, associated, or affiliated companies on whose behalf Broker’s services are rendered, and You hereby guarantee payment thereof.

B. You agree to pay Broker within 30 calendar days of the invoice date without deduction or setoff. Broker may assess a service charge of 1 ½% per month (or the highest lawful rate, if less) on any late payments.

C. If You do not pay the invoiced amounts, Broker may commence a civil action to recover such invoiced amounts within 24 months of delivery or tender of delivery of the Broker shipments involved. In the event that Broker deems it necessary to use the services of a collection agency or attorney to collect any amounts due, You agree to pay all reasonable collection costs, attorney fees, and court costs.

D. You agree that Broker has the right to pursue reimbursement for any unpaid freight charges from the receiver or shipper if payment from You remains outstanding for more than 30 days past the date of the invoice. You further agree that this right supersedes any contrary provision contained in any contract or bill of lading.

E. You shall be absolutely and unconditionally responsible for payment to Broker of all freight and other charges whether or not funds for charges have been advanced by You to third party agents. If You provide funds to an agent to pay freight or other charges due to Broker, You do so at Your own risk, and in the event such agent fails to pay Broker, You shall remain absolutely and unconditionally liable to Broker for the payment of such freight and other charges. In no event shall any demand by Broker upon such agent for payment constitute a waiver or estoppel of Broker’s right to enforce Your undertaking herein.

F. BROKER SHALL HAVE A LIEN ON ANY GOODS SHIPPED UNDER THESE TERMS FOR FAILURE TO PAY FEES ON CURRENT AND PRIOR SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS. YOU AGREE THAT BROKER’S LIEN CONTINUES IN EFFECT AFTER THE GOODS ARE DELIVERED AND UNTIL ALL CHARGES ARE PAID. You agree to sign any notice of a security interest—whether in the form of a UCC-1 or another form requested by Broker. You appoint Broker as the attorney-in-fact to sign any such notice on Your behalf if You fail to sign it immediately upon Broker’s request.

G. Any overcharge, duplicate payment, or over-collection claim made by You must be filed, in writing, with the Broker within 180 days from the date of the Broker’s invoice. Broker shall present any invoices for undercharges to You within 180 days of Broker’s initial invoice.

VI. Bills of Lading and Other Shipping Documents

Your insertion of Broker’s name on any bill of lading or shipping document will be for Your convenience only and will not change High Tide’s status as a broker. Broker documentation used by You, any shipper, or a Carrier will not supplement, alter, or modify the terms of these Terms and Conditions, except as expressly provided herein.

VII. Loss, Damage, Delay of Goods

Broker is not a common carrier and is neither an absolute nor a virtual insurer of the Goods entrusted to it, and disclaims responsibility for loss, damage, and delay to the Goods moved in its services.

A. If requested by You and agreed to by Broker, Broker may assist You in filing and/or processing claims with Carriers. Such assistance is conditioned upon Your provision of all required documentation and proof necessary to initiate an active carrier incident file, which includes (but is not limited to) the materials required in the Carrier Incident Checklist as provided to You by Your Broker representative. In the event that such items are not provided to Broker within thirty (30) days of notification of a possible damage or delay of Goods, Broker will revert the file to inactive status pending receipt of the required information. Claims or lawsuits for less than $250 shall not be filed and no claim shall be paid if the amount of the loss or damage is found to be less than $250.

B. You acknowledge and agree that LTL shipments will be subject to those Carrier tariff terms applicable based upon the nature of services requested and the Goods tendered, including (without limitation) those tariff provisions required to rate shipments or adjudicate Carrier liability for the same.

C. Cargo Liability for US Shipments: Carriers are not liable for the following:

• Damage to the Goods due to packaging, loading, unloading, blocking, bracing, or securing of the Goods (unless the Carrier has provided loading or unloading services at Your request, in which case such Carrier may be liable for cargo damage caused by such services);
• Inherent vice or defect in the Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products;
• An act of God or the public enemy;
• Any act or default of You, consignee, consignor, or beneficial owner of the Goods;
• Any act taken under authority of law;
• Any act of war or terrorism.

D. Carrier’s liability for cargo loss, damage, and delay will be the least of the following:

• The actual value of the Goods,
• $10 per pound, or
• $100,000 per shipment

E. Any claim for cargo loss, damage, or delay must be filed against the responsible Carrier within 9 months of the date of delivery of the Goods, or—in the case of non-delivery—within 9 months of the date delivery should have been made. Notice to Broker does not constitute filing of a claim with a Carrier. Any suit or other legal action to recover for cargo loss, damage, or delay must be commenced against a Carrier no later than 2 years after declination of the cargo claim by the Carrier.

F. Any carrier selected by Broker in arranging for the transport of the shipper’s freight shall be considered to be a third-party beneficiary to this agreement and to any agreement between Broker and the shipper that includes, as an element thereof, an agreed-to limitation of liability for cargo loss or damage.

VIII. Rates Are Released / Declared Value Rates

The full truckload and intermodal rates provided to the shipper in connection with this Agreement are predicated on motor carriers selected by Broker being tendered freight released for cargo loss or damage at an amount not in excess of $100,000 per shipment and rail carriers selected by Broker being tendered freight released for cargo loss or damage at an amount not in excess of $250,000 per shipment ($100,000 per shipment for consumer electronics). Shipper acknowledges that Broker has made available to the shipper the opportunity to pay a higher rate and thereby obtain greater levels of liability from the underlying carrier for cargo loss or damage. In the absence of the shipper availing itself of that opportunity by contacting Broker as instructed, shipper releases its shipments to motor carriers selected by Broker at an amount not in excess of $100,000 per shipment and releases its shipments to rail carriers selected by Broker at an amount not in excess of $250,000 per shipment ($100,000 per shipment if the shipment contains consumer electronics). Shippers wishing to ship freight via motor carrier at a value for loss or damage in excess of $100,000 per shipment or via rail carrier at a value for loss or damage in excess of $250,000 per shipment ($100,000 per shipment for consumer electronics) must contact Broker in writing at the address shown herein. With respect to LTL shipments, shipper must contact Broker to determine the applicable cargo liability for each shipment.

IX. Less Than Truckload (LTL) Freight

Where Broker arranges LTL services, the following additional terms and conditions apply and supersede any conflicting provisions of these Terms and Conditions.

A. Tariff Applicability. You acknowledge and agree that LTL shipments will be subject to those Carrier tariff terms applicable based upon the nature of services requested and the Goods tendered, including (without limitation) those tariff provisions required to rate shipments or adjudicate Carrier liability for the same.

B. Cargo Claims. If less than a full truckload of Goods is being transported, Carrier liability for loss or damage to Goods shall be subject to the lowest of $100,000 per shipment, $10 per pound times the weight of the Goods lost or damaged, or the lowest liability provided in the National Motor Freight Classification.

X. Intermodal Services

Where High Tide provides intermodal services (“Intermodal”), the following additional terms and conditions apply and supersede any conflicting provisions of these Terms and Conditions.

A. Rail Circular Applicability. You acknowledge and agree that: (1) Intermodal Carriers provide transportation services subject to the provisions, restrictions, and limitations in their rail circulars—including, but not limited to, circulars, tariffs, directories, agreements, rules, or other policies governing intermodal transportation or required to rate shipments or adjudicate Carrier liability for the same (“Rail Circular”); (2) the Rail Circulars address, among other matters, standards for loading, weight limits on gross axles, blocking and bracing standards, prohibitions and restrictions on certain types of commodities, limitations of liability, requirements for shipping hazardous materials, procedures and limitations on cargo claims, and requirements for proper descriptions of commodities; (3) applicable provisions of an Intermodal Carrier’s Rail Circular in effect on the date of shipment will apply to any shipments transported by that Intermodal Carrier; (4) the Rail Circulars are generally available through the Intermodal Carrier’s website; and (5) persons and entities that use Intermodal transportation provided by the Intermodal Carrier should be familiar with and comply with the provisions, restrictions, and limitations of the Rail Circular. You acknowledge and agree that many Carriers do not waive their lien and salvage rights for Intermodal shipments.

B. Cargo Liability. If Goods are being transported via Intermodal Services, the Intermodal Carrier’s liability for loss or damage of Goods, unless otherwise agreed in writing, shall be governed by the applicable Rail Circulars. If You wish for High Tide to provide assistance in recovering cargo loss or damage from the Carrier on Your behalf, You must submit the claim to High Tide for damage or loss of cargo occurring during Intermodal transportation at least sixty (60) days before the expiration of the time limit established under the applicable Rail Circular for filing cargo claims.

XI. Drayage

A. Quotes. Quotes as to fees, rates of duty, freight charges, insurance premiums, or other charges provided by High Tide to You are for informational purposes only and are subject to change without notice. You will be renting space in container(s) subject to charges for the time period the container(s) is used.

B. Per Diem, Detention, and/or Demurrage. Demurrage charges will be based on fees designated by the rail, steamship, or airline for the use of their shipping containers. All demurrage charges must be paid in full by You. Detention and Per Diem charges will incur if container(s) and/or Goods must be stored at the terminal or remain in possession of the rail, steamship, or airline beyond the set amount of free time. High Tide will invoice for per diem, detention, and demurrage charges upon receipt from the steamship line, rail yard, or airline. Such invoices may be submitted separately to You and are due upon receipt. Penalty charges may apply where invoices are not paid within seven (7) days of receipt. These charges shall be the sole responsibility of You. For empty trailers and/or containers dropped off at origin for loading, free time shall be as set forth in the underlying Carrier’s tariff or governing publication. High Tide reserves up to six (6) months after shipment completion to invoice for per diem, detention, and/or demurrage. Processing fees from Carriers may apply.

XII. Freight Charge Collect and C.O.D. Shipments

Freight charge collect shipments will be processed by Broker at an additional charge of $100 per shipment. The shipper directing the freight charge collect shipment shall guarantee the prompt payment of all charges accruing on such collect shipments. Terms contained herein regarding freight charge collect shipments shall supersede any other document. Action by the shipper in presenting a uniform bill of lading and signing Section 7 therein shall be null and void. Broker will not handle “C.O.D.” shipments and shall not be responsible for the collection of any funds from the consignee to be transmitted back to the shipper.

XIII. Accessorial Charges, Regulations and Penalties

All carriers used to transport the shipper’s freight have rules and charges respecting accessorial matters such as detention and storage. Unless accessorial charges have been caused solely by Broker, the shipper shall be responsible for any such charges. Any penalties or liabilities assessed by carriers, courts, or governmental authorities as a result of overweight vehicles, violations of hazardous materials regulations, or improper loading shall be the sole responsibility of the shipper. The shipper shall be solely responsible for complying with the Department of Transportation regulations and the applicable published motor carrier tariffs and/or intermodal circulars and directories of the rail carriers (“Rail Circulars”). The shipper shall indemnify and hold Broker harmless, and defend against any action charging Broker with a tort or violation based on an act or omission by the shipper.

XIV. Warehousing Terms and Conditions

In the event Broker is directed by the shipper to place any shipment in storage, or in the event Broker places such shipment in storage as a result of the shipper’s failure to pay Broker’s billed charges in accordance with Section I herein, SHIPPER GRANTS TO BROKER A LIEN ON ALL SHIPMENTS SO HELD, SUCH LIEN TO BE NOTICED, EXERCISED AND DISCHARGED IN THE SAME MANNER AS IS APPLICABLE TO THE LIEN DESCRIBED IN SECTION I HEREIN. Shipper agrees to release any shipment placed in storage as described to a value of $0.10 per pound, with such released value taking precedence over any other value or measure of loss stated elsewhere herein.

XV. Insurance

A. You are responsible for maintaining property insurance covering the Goods, both in transit and while in storage, including loading and unloading.

B. You may consult an insurance broker to arrange insurance appropriate to Your needs. Alternatively, where High Tide agrees to do so, High Tide may, for an additional cost and through its designated insurance broker, arrange for shipment-specific cargo policies to be issued in Your name. Following issuance of any such policy through the underwriter, High Tide will have no further duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transport or storage—whether covered by insurance on the Goods or not, and whether such loss, delay, or damage has been caused or contributed to by its negligence, breach of these Conditions, or otherwise. Any coverage on the Goods will be subject to the terms and conditions of the specific policy or policies procured. High Tide is not liable if You, for any reason whatsoever, fail to recover a loss in whole or in part from the insurer under any applicable policy, even if the premium charged by the insurer differs from High Tide’s charges to You.

C. Unless otherwise agreed in writing, the Carriers who perform or effectuate the performance of the transportation and related services shall be contractually obligated to maintain liability insurance covering the loss of or damage to cargo in the amount of $100,000; provided, however, that Broker shall not be responsible for any Carrier’s failure to maintain such liability insurance or for the accuracy of any documentation that a Carrier furnishes to Broker evidencing said liability insurance coverage. The fact that a Carrier maintains cargo liability insurance in any amount does not mean that such Carrier accepts financial responsibility for cargo loss or damage up to the limits of its cargo liability insurance. Rather, a Carrier may limit its liability to a level below the limits of its cargo liability insurance.

XVI. Force Majeure

If performance by one Party is affected by any condition beyond the reasonable control of that Party—including, but not limited to, an act or threatened act of God, strike or labor disturbance, pandemic or public health emergency, act of the public enemy, war, terrorism, invasion, insurrection, riot, protest, civil unrest, fire, storm, flood, ice, earthquake, natural disaster, explosion, epidemic, disease, closure of public roads; a cyber attack, data breach, identity theft, theft, or any other fraudulent or criminal act by a third party; or an order or act by a governmental authority—then the performance of obligations under these Terms and Conditions (other than Your obligation to pay for services performed) will be suspended during the continuance of such condition. The Carriers engaged by Broker will be permitted an extension period equal to the period of suspension in order to complete shipments adversely affected by the suspension. Neither Party will incur any liability for damages resulting from such suspensions.

XVII. Indemnification

You must defend, indemnify, and hold Broker, its employees and agents, and Carriers harmless against any losses caused by or resulting from (i) Your or Your employees’ or agents’ negligence or intentional misconduct, (ii) Your breach of these Terms and Conditions, or (iii) Your or Your employees’ or agents’ violation of applicable laws or regulations. You shall also indemnify Broker from any attempts to recover from Broker by Your insurance carrier or any other party with regard to claims for loss, damage, or delay to the Goods. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.

XVIII. Jurisdiction and Venue

D. These Terms and Conditions are governed by and construed in accordance with the applicable federal laws of the United States, or, alternatively—and depending on jurisdiction—the laws of the State of Illinois.

E. The parties agree to jurisdiction and venue in a United States Federal District Court located in Cook County, Illinois; or if federal jurisdiction is not available, then in a State Court located in Cook County, Illinois.

XIX. Notice

Any notices and other communications required or permitted under these Terms and Conditions must be in writing and delivered by one of the following methods: (1) delivered personally, (2) sent by facsimile or e-mail transmission (if confirmed by notice sent by one of the other permitted methods), (3) sent by a nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to Broker at the following address (or at such other address as specified by like notice):

High Tide Logistics LLC.
7250 N Cicero Ave
Lincolnwood, IL Suite 210
60712
Attn: Josh Wesolowski

All such notices and communications will be deemed given and received as follows: (1) on the date of personal delivery; (2) on the date of transmission if sent by facsimile or e-mail (or on the next business day if sent on a non-business day); (3) on the business day following dispatch if sent by overnight courier; or (4) on the third business day following mailing.

XX. Consequential Damages

Under no circumstances will Broker or Carrier be liable for consequential, indirect, incidental, or punitive damages of any kind.

XXI. Assignment

Neither Party may assign or transfer these Terms and Conditions, in whole or in part, without the prior written consent of the other Party.

XXII. Severability/Survivability

If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such portion shall be severable and the remaining provisions shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of these Terms and Conditions for any reason.

XXIII. Nonwaiver

Failure of either Party to insist upon strict performance of any term, condition, or provision of these Terms and Conditions, or to exercise any right or privilege herein, shall not be construed as a waiver thereof. The same shall continue and remain in full force and effect as if no waiver had occurred.

XXIV. Entire Agreement

These Terms and Conditions constitute the entire agreement intended by and between the Parties and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings—whether oral, written, expressed, or implied—with respect to the subject matter hereof. The Parties also agree that these Terms and Conditions may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing. You understand that these Terms are subject to change. You are bound by the most current Terms, which are posted on Broker’s website at WWW.HIGHTIDELOGISTICS.COM. You agree that the posted Terms on Broker’s website on the date of a shipment will apply to that shipment and govern the Parties’ obligations.