Last Updated: September 2, 2026

The Client (as defined below) agrees to these Freight Club Terms and Conditions (these “Terms and Conditions”), which is a binding legal agreement between such Client and Freight Club, LLC, a Delaware limited liability company (“we”, “us” or “Freight Club”). Any individual or entity acting on behalf of the Client in scheduling Shipments (as defined below) hereunder represents and warrants that it has the right to act on behalf of the Client and the right to legally bind the Client. These Terms and Conditions shall apply to all Shipments scheduled by the Client. The Client also agrees to these Terms and Conditions on behalf of any third party with an interest in the underlying property constituting the Shipment. FREIGHT CLUB IS NOT A FREIGHT CARRIER OR AN AGENT FOR A FREIGHT CARRIER. These Terms and Conditions supersede all agreements, representations, warranties, statements, promises, and understandings of the parties, written or oral, with respect to the subject matter hereof, except as stated herein.

1. General.

These Terms and Conditions have been accepted and agreed upon by the Client in connection with the placement of a Shipment request by the Client with Freight Club through Freight Club’s website at www.freightclub.com, through APIs, or manually, and the corresponding submission by the Client to Freight Club of all relevant information regarding such Shipment, including without limitation the Shipper’s name, Shipper’s address, Shipper’s phone number, Shipper’s e mail, Consignee’s name, Consignee’s address, Consignee’s phone number, carton weights, carton dimensions, service levels required, and shipment value. Utilizing the Freight Club Engine, Freight Club will process such order information and will provide the Client with all available shipping options through the Freight Club Network which have been selected by the Client in connection with confirming its purchase of Freight and Shipping Services and based on a preliminary price quote for such services. Shipments shall be packaged and the value thereof declared by the Client as provided for in Section 4 (Client’s Obligations with Respect to Shipments) of these Terms and Conditions.

Freight Club will utilize selected Carriers within the Freight Club Network to fulfill a Client’s order based on the service requirements of the Client. The Client’s Shipment will be entrusted to such Carrier under the terms of the Bill of Lading issued for such Shipment.

In addition to these Terms and Conditions, the Client accepts any additional Carrier-imposed terms and conditions which apply to the Shipment, including without limitation the Carrier’s own privacy policy, if any.

Freight Club only accepts and arranges for Shipments with origins and destinations within the continental United States of America (i.e. the lower 48 states of the United States of America and not Alaska and Hawaii). Shipments to Post Office Box addresses will not be accepted. For the avoidance of doubt, Shipments to Puerto Rico as either the origin or destination or both will not be accepted.

Any API usage is governed by the API Terms of Use and the documentation that is available on the developer site at https://api.freightclub.com/ApiDoc/index, which are incorporated herein by reference.

Freight Club may, from time to time, provide to the Client upon request operational guidance, carrier recommendations, packaging suggestions, risk assessments, or shipment optimization advice (collectively, "Advisory Services"). Advisory Services are provided for informational purposes only and do not constitute any guarantee of any performance by a Carrier, the outcome of any Claim, the result of any Shipment, or fitness for any particular purpose. By requesting or receiving any Advisory Services, the Client acknowledges and agrees that: (i) final responsibility for Shipment preparation, regulatory compliance, Carrier selection, and performance outcomes remains with the Client and the applicable Carrier, and (ii) Freight Club shall have no liability for any loss, cost, or damage arising from the Client's reliance on or use of any Advisory Services.

2. Bills of Lading and Validity Period.

Upon receipt by Freight Club of all required information by Freight Club from the Client regarding a Shipment, a Bill of Lading and shipping label will be generated by Freight Club and provided to the Client on behalf of the Carrier. In the event the Client is not the Shipper, it is the responsibility of the Client to subsequently provide a copy of such Bill of Lading and shipping label to the Shipper and inform the Shipper of the scheduled pick-up date and to ensure that the Shipper is in possession of the Bill of Lading and shipping label when the Carrier comes to the pick up the Shipment from the shipping origin address submitted by the Carrier. The Client must ensure that the Bill of Lading and shipping label are provided to the Carrier and that the signature from the Carrier is obtained in connection with the Shipment being Tendered to the Carrier. Following the Shipment being Tendered and the Bill of Lading signed by the Carrier, the Shipment shall be carried out in accordance with the applicable service levels and standards described below in Section 5 (Service Levels and Standards) of these Terms and Conditions, as indicated on the Bill of Lading as the applicable delivery service level for the Shipment.

All Bills of Lading are NON-NEGOTIABLE and shall be deemed, conclusively, to have been prepared by the Client and to bind the Client. Any unauthorized alteration or use of Bills of Lading or Tendering of Shipments to any carrier other than the Carrier that is designated by Freight Club, or the use of any Bill of Lading not authorized or issued by Freight Club, shall release Freight Club from all liability and obligations with respect to the corresponding Shipment and void all rate quotes with respect to the Shipment.

If the Client does not complete all the documents or provide all of the information required for completion of a Shipment, or such documents or information are not sufficient or appropriate for the Freight and Shipping Services, or for the pick up or destination requested, Freight Club is hereby authorized by the Client, where permitted by law, to take all actions to complete, correct, or replace any documents or information on such Client’s behalf and at the expense of the Client for the purposes of completing such Shipment.

With respect to all Shipments, including those for which Freight Club generates a parcel shipping label (each, a “Parcel Label”) and Less-Than-Truckload ("LTL") Shipments, the Parcel Label for such Shipments are valid for thirty (30) calendar days from the date the Shipment is booked, unless a shorter period is required by the applicable Carrier’s terms and conditions (in each case, the “Validity Period”), and such Parcel Labels must be used within such thirty (30) calendar day Validity Period. If a Parcel Label is not used to tender the corresponding Shipment to the applicable Carrier within the Validity Period, Freight Club may automatically cancel the Parcel Label, and the Parcel Label will be void and may not be used to tender any Shipment.

If a Shipment is not Tendered within the Validity Period, Freight Club reserves the right, in its sole discretion, to: (i) cancel the booking or Parcel Label; (ii) require re-quotation prior to Tender; and/or (iii) re-rate the Shipment based on the Carrier’s base rates, fuel surcharges, accessorial charges, pricing programs, classification rules (including NMFC reclassification), service eligibility requirements, and other applicable fees in effect on the date the Shipment is actually Tendered or processed by the Carrier.

If a Shipment is Tendered after the Validity Period, the Client shall remain fully liable for all transportation charges, rate differences, fuel surcharges, reweigh or reclassification charges, accessorials, storage charges, carrier-imposed penalties, and any additional costs incurred in connection with such delayed Tender.

Upon cancellation of a booking following expiry of the Validity Period: (i) any cargo insurance or third-party coverage purchased in connection with the original booking is void and does not carry over to any subsequent re-booking; (ii) Client is solely responsible for ensuring that staged or warehoused goods are not released to any Carrier against a cancelled Bill of Lading; and (iii) Freight Club shall have no liability for any loss, shortage, damage, or insurance gap arising from a Shipment Tendered or released against a cancelled booking.

3. Quoted Shipping Costs.

The quoted shipping cost provided to the Client in connection with the placement of any order for Freight and Shipping Services have been determined by the Freight Club Engine based on the shipping origin, destination, service level requested by the Client, whether the Shipment is to be Tendered on a pallet or as loose cartons, and dimensions and weight (both including pallet, if palletized). Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges included in such quoted shipping costs are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon Freight Club. Quoted shipping costs are subject to change at all times during the time from Carrier pick up to delivery to the Consignee, should any of the following events occur:

a. The Client provided product dimensions and weight that are not the same as the final dimensions determined by the Carrier based on its determination on pick-up or at any point prior to the delivery of the Shipment to the Consignee.

b. The Shipment was initially declared at the time of booking to be in a certain condition (e.g. palletized; shrink-wrapped; etc.), but was Tendered and/or found by the Carrier to be in a different condition at the time of pick-up of the Shipment.

c. The type (residential or commercial) or shipping address of the origin and or destination was changed after a quoted shipping cost on the Shipment was provided by Freight Club.

d. The Shipment was not ready for pick-up at the time of the Carrier’s arrival due to a delay on the part of the Shipper.

e. The Client provides an incorrect NMFC or class suggestion.

f. The delivery of the Shipment was not completed at the initially scheduled date and time due to a delay caused by the Consignee.

g. The Shipment required return to the origin by the Carrier.

h. Where the quoted shipping cost includes a surcharge tied to fuel costs of the Carrier, such fuel costs, and corresponding surcharge, change after initial estimate in the interim before pick up of the Shipment by the Carrier.

i. Accessorial fees, representing an extra charge, such as a destination charge or a fee for handling hazardous materials, are incurred or applied by the Carrier for any reason whatsoever, including without limitation as a result of: (i) any updates to the Bill of Lading, (ii) the previously stated dimensions and weight of the Shipment were incorrectly stated, (iii) changes in the shipping origin and destination addresses, or (iv) unforeseen issues requiring additional time or labor.

j. The initial service level is upgraded by the Client to a higher service level at the time of Tendering of the Shipment.

k. Final delivery of the Shipment involves traversing additional flights of stairs.

l. Ferry surcharges may be incurred in connection with delivery to certain isolated zip codes.

m. Waiting time is incurred by the Carrier in connection with either the pick-up from the Shipper or the delivery to the Consignee of the Shipment.

n. Storage costs are incurred for Shipments that cannot be delivered or are not accepted by the Consignee.

The foregoing list is not exhaustive of the reasons for any deviations from initial quoted shipping cost estimates for Shipments. The final shipping cost shall be determined based on the extent of changes or deviations in the requirements to complete the pick-up and/or delivery of the Shipment versus those initially declared by the Client to Freight Club prior to obtaining the quoted shipping cost. Upon request, Freight Club will provide to any Client its then current list of cost surcharges applicable for any of the foregoing reasons listed above, along with other details such as Freight Club’s current list of isolated zip codes requiring ferry surcharges.

Notwithstanding the Validity Period, Freight Club reserves the right, at any time between booking and Tender, to re-rate a Shipment or require re-quotation if the applicable Carrier announces or implements a general rate increase (GRI), fuel surcharge adjustment, peak season surcharge, or any other pricing change that affects the quoted rate. The Validity Period governs the duration of the active booking (i.e., the Parcel Label must be used within such period); it does not guarantee that the quoted rate will remain in effect for the duration of that period.

Client acknowledges that Carrier rates, fuel indices, peak surcharges, accessorial charges, general rate increases (GRIs), classification determinations, and service programs are subject to change without notice. Rates are not guaranteed until the Shipment is Tendered to the Carrier.

Freight Club acts solely as an intermediary between Client and the Carrier and shall not be responsible for Carrier pricing changes, service modifications, or fees arising from Carrier-side pricing adjustments made after booking and prior to Tender.

4. Client’s Obligations with Respect to Shipments.

a. Packaging.

All Tendered Shipments are expected to have, and the Client shall, in connection with any Shipment Tendered, always utilize, sufficient packaging to withstand transit. Such packaging shall be in accordance with generally accepted standards for packaging, such as the definitions, specifications and other criteria established by the NMFC: (a) for general packaging; (b) those approved expressly for the transportation of certain commodities, and (c) those regarding performance-based packaging in Item 180, Performance Testing of Shipping Containers, and Item 181, Furniture Package Performance Testing, of the NMFC. Only those package-testing laboratories registered with the Commodity Classification Standards Board (CCSB) are authorized to test packaging in accordance with Items 180 and 181 and only those successfully tested packages that have been reviewed by and registered with the CCSB can be certified under Item 180 or 181, and bear the required certification symbol.

b. Declared Value.

The Client shall truthfully declare the value of the Shipment in connection with submission of its order for Freight and Shipping Services through Freight Club and such declared value may be subject to further confirmation by Freight Club. If the Shipment’s value is not declared prior to shipping or any requested confirmation of declared value not provided, Claims will not be permitted.

c. Compliance with Law; Hazardous Substances.

The Client shall at all times ensure that all Shipments comply with all applicable laws and regulations. Freight Club prohibits any Shipments containing any hazardous materials or goods inadmissible under the laws of the United States of America and any such Shipment will not be accepted or processed for shipping by Freight Club through any of its Carriers in the Freight Club Network. The Client shall not ship any illegal substances, including without limitation substances which are illegal in any jurisdiction through which transport may pass and the Client shall not ship any hazardous substances or goods inadmissible under the laws of the United States of America. Freight Club reserves the right to decline to process any proposed Shipment for any reason, including without limitation concerns over legality or safety.

d. Shipment Data Accuracy.

The Client represents and warrants that all Shipment data provided to Freight Club, including but not limited to dimensions, weight, commodity description, NMFC classification, origin and destination address type, and declared value, is accurate and complete at the time of booking. Client shall be solely responsible for all additional charges, adjustments, carrier-imposed fees, and costs arising directly or indirectly from inaccurate or incomplete shipment data.

5. Service Levels and Standards.

Set forth below are the service levels and standards for the particular types of Freight and Shipping Services offered by Freight Club. All of the following service levels and standards are subject at all times to changes that Carriers within the Freight Club Network may make in accordance with their arrangements with Freight Club and its affiliates. Subject to the foregoing, Shipments made based on the types of Freight and Shipping Services listed below shall be made in accordance with the applicable terms and conditions therefor set forth below:

a. Parcel Service (also known as Ground Delivery Service).

Parcel Service may be available for Parcels. With this method of Shipment, upgrade options may not be available to the Client.

b. Back of Truck Delivery.

Upon delivery, the Shipment will only be taken by the driver to the back edge of the truck bed and the Consignee is responsible for unloading the Shipment from the truck (and, in the case of commercial locations, to the location’s receiving dock). The Shipment will be delivered in its original packaging and no assembly of the item being shipped will be provided. The driver or other delivery-persons for the Carrier will have no responsibility to move the Shipment into the Consignee’s home or business, nor will such persons assist with the unpacking or setup of the items in the Shipment. The Consignee is expected to inspect the packaging and the Shipment when the driver or other delivery-persons for the Carrier are onsite and to indicate any irregularities, damage or loss in the Proof of Delivery and the Client (if the Client is not the Consignee) is responsible for ensuring that the terms of its arrangement with the Consignee mandate this. Deliveries will be scheduled with the Consignee and a signature will be required for the Consignee to accept the Shipment.

c. Curbside Standard Freight Delivery.

Delivery will only be made to the curb of the residence or commercial location (and, in the case of commercial locations, to the location’s receiving dock). The Shipment will be delivered in its original packaging and no assembly of the item being shipped will be provided. The driver or other delivery-persons for the Carrier will have no responsibility to move the Shipment into the Consignee’s home or business, nor will such persons assist with the unpacking or setup of the items in the Shipment. The Consignee is expected to inspect the packaging and the Shipment when the driver or other delivery-persons for the Carrier are onsite and to indicate any irregularities, damage, or loss in the Proof of Delivery and the Client (if the Client is not the Consignee) is responsible for ensuring that the terms of its arrangement with the Consignee mandate this. Deliveries will be scheduled with the Consignee and a signature will be required for the Consignee to accept the Shipment.

d. Basic Threshold Delivery.

The delivery will be left at the Consignee’s front door or the first dry area of the residence or commercial location (and for commercial locations, such service can include delivery to the location’s receiving dock). The Shipment will be delivered in its original packaging and no assembly of the item being shipped will be provided. The driver or other delivery-persons for the Carrier will have no responsibility to move the Shipment into the Consignee’s home or business, nor will such persons assist with the unpacking or setup of the items in the Shipment. The Consignee is expected to inspect the packaging and the Shipment and contact Freight Club immediately for any noticeable damage seen on the packaging and/or the item itself. Deliveries will not be scheduled with the Consignee and a signature will not be required.

e. Threshold Delivery.

The delivery is completed through the front door of the residence or commercial location (and for commercial locations, such service can include delivery to the location’s receiving dock). The Shipment will be delivered in its original packaging and no assembly of the item being shipped will be provided. The driver or other delivery-persons for the Carrier will have no responsibility to move the Shipment into the Consignee’s home or business, nor will such persons assist with the unpacking or setup of the items in the Shipment. The Consignee is expected to inspect the packaging and the Shipment when the driver or other delivery-persons for the Carrier are onsite and to indicate any irregularities, damage or loss in the Proof of Delivery and the Client (if the Client is not the Consignee) is responsible for ensuring that the terms of its arrangement with the Consignee mandate this. Deliveries will be scheduled with the Consignee and a signature will be required for the Consignee to accept the Shipment.

f. Room of Choice.

The delivery is completed when the Carrier moves the Shipment to the Consignee’s room of choice within the Consignee’s residence or business. This may include carrying the Shipment up to two flights of stairs from the front door of a residence or a commercial location (and, in the case of a commercial location, receiving dock). The Shipment will be maintained in its original packaging and no assembly is provided with this service. Deliveries will be scheduled with the Consignee and a signature will be required to accept the Shipment.

g. White Glove with Packaging Removal.

Delivery is made when the Shipment is placed in the Consignee’s room of choice within the residence or business. This may include carrying the Shipment up to two flights of stairs from the front door of a residence or a commercial location (and, in the case of a commercial location, receiving dock). The Shipment will be unpacked and the packaging will be removed. Deliveries will be scheduled with the Consignee and a signature will be required to accept the Shipment.

h. White Glove with Light Assembly.

Delivery is made when a Shipment is placed inside the Consignee’s residence or commercial location and to the Consignee’s room of choice. This may include carrying the Shipment up to two flights of stairs from the front door of a residence or a commercial location (and, in the case of a commercial location, receiving dock). The Shipment will be unpacked, light setup not exceeding 30 minutes will be performed, and packaging will be removed. Light setup includes the use of basic tools. For example, (1) parts may be screwed or bolted together, (2) set next to each other, or (3) on top of each other. Deliveries for this service will be scheduled with the Consignee, and a signature of the Consignee will be required to accept the Shipment.

6. Shipment Issues.

The Client agrees with, and understands and acknowledges, the following Freight Club policies with respect to certain typical issues that arise in the course of pick-up or delivery of Shipments:

a. Refusals, Returns and Storage.

If a Shipment is refused upon delivery or in the event the Consignee cannot be reached to schedule a delivery, Freight Club will advise the Client of such matter and the Client shall respond within five (5) business days with instructions regarding rescheduling of the delivery or return of the Shipment. Notifications shall be sent to the e-mail address provided by the Client in connection with its signing up for the Freight and Shipping Services pursuant to Section 1 above. Storage charges will be levied against the Client if the Client has failed, following notification, to provide Freight Club with instructions on return or re-delivery as follows within ten (10) days of notification: (a) fifty dollars ($50), or for Shipments over five hundred pounds, ten dollars ($10) per hundred pounds of the Shipment, with such charge repeating every thirty (30) calendar days that Freight Club does not receive instruction regarding return or re-delivery from the Client, or (b) such greater amount as may be charged by the applicable Carrier handling the Shipment.

For any returns of Shipments accepted by a Consignee, the Client is responsible for ensuring that the Consignee is be able to provide the Shipment in the same packaging wherein the Shipment was initially placed and the Client must advise the Consignee that the Shipment must be repackaged. If instead the Client elects to have the Carrier repackage the Shipment, the Client will be liable to Freight Club for any repackaging costs incurred by the Carrier.

b. Cancellation of a Shipment.

(i) Cancellation of a Shipment after the first dispatch of a Carrier for pick up will not be eligible for a full refund on any paid charge for the Freight and Shipping Services related to such Shipment and, if not charged, the Client shall remain liable for charges, notwithstanding such cancellation. In the event of cancellation under such circumstances, any refund will be less the applicable attempted pick-up charges of the Carrier (as well as any other related charges related to the post-dispatch cancellation), and where the Client has not yet paid for such Shipment, the Client shall remain liable, and be invoiced or otherwise charged, for such charges, notwithstanding the cancellation of the Shipment. If a Shipment is not dispatched for pick-up by a Carrier, the Client is eligible for a full refund for the initial freight cost charged.

(ii) In addition to any other cancellation rights or policies set forth herein, Freight Club may automatically cancel any Shipment that is not used to Tender the corresponding Shipment to the applicable Carrier within the Validity Period described in Section 2 (Bills of Lading and Validity Period) of these Terms and Conditions. Any such automatic cancellation will be treated as a cancellation of a Shipment for purposes of these Terms and Conditions.

(iii) If a Shipment is cancelled (including through automatic cancellation) prior to any Carrier dispatch for pickup, the Client will be eligible for a refund of the initial transportation charges paid for that Shipment, subject to: (a) any non-refundable amounts imposed by the Carrier; (b) any fees, surcharges, or costs incurred by Freight Club or assessed by the Carrier in connection with the Shipment; and (c) any other charges or offsets permitted by these Terms and Conditions or applicable law. If a Carrier has dispatched for pickup, attempted pickup, accepted, or otherwise processed the shipment, any refund will be handled in accordance with this Section 6(b) and may be reduced by attempted pickup charges or other Carrier fees and related charges.

7. Damage, Loss and Claims.

a. General Statement Regarding Damage, Loss and Claims.

Set forth below is Freight Club’s policy regarding damage or loss related to any Shipment and Claims related thereto. Claims are subject at all times and in all respects to the requirements as well as limitations set forth below. FREIGHT CLUB IS NOT A FREIGHT CARRIER OR AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE WITH RESPECT TO ANY SHIPMENTS. It is the obligation of Client to ensure Shipments are insured at all times, if so desired. Loss, damage, or theft of any Shipment in storage or in transit is the sole responsibility of Client and any risk coverage is the Client’s sole responsibility. For the avoidance of doubt, Freight Club is not liable to arrange for or send any replacement units to any Consignee in the event of damage or loss and any arrangements to replace any items within a Shipment is the responsibility of the Client, Shipper, and/or the Consignee.

Freight Club's sole and exclusive responsibility in any claim for loss, damage, or delay arising from or in connection with the Freight and Shipping Services is limited to facilitating communication and documentation between the Client and the applicable Carrier or insurer. Freight Club does not determine claim eligibility, liability findings, or compensation amounts. Freight Club may, in its sole discretion, provide contact information for the applicable Carrier or delivery agent but shall have no obligation to intervene, escalate, or participate in the resolution of any property damage matter. All such determinations are made solely by the Carrier or insurer under their respective governing terms and conditions, if any. In no event shall Freight Club guarantee any recovery and shall not be responsible for any portion of loss not reimbursed by the Carrier or an insurer.

Carriers bear limited liability for loss or damage to shipments under 49 U.S.C. 14706(c), commonly known as the Carmack Amendment to the Interstate Commerce Commission Termination Act. Freight Club may, in its sole discretion: (i) assist the Client with submitting information provided by the Client and processing Claims with Carriers or insurance providers, or (ii) direct the Client to the proper contact at the Carrier with whom to pursue a Claim. For the avoidance of doubt and notwithstanding anything else herein, Freight Club shall have no liability whatsoever to any of the Client, Shipper or a Consignee with respect to any Claim.

In no event will the following types of Claims will be processed by Freight Club:

i. Where there has been a failure to declare truthfully the value of the Shipment or failure to confirm any declared value or replacement value following request for such confirmation.

ii. If the Consignee has elected to have the Shipment left at the destination address without inspection.

iii. Claims involving Concealed Damage.

iv. Claims for damage to fragile components (as may be determined by each Carrier) or glass or mirror components of any items with insufficient packaging for protection of such glass or mirror components.

v. Claims related to Shipments where the Bill of Lading issued by Freight Club has not been used.

vi. If the Shipment booked is through UPS Surepost.

b. Requirements for Claim of Damage or Loss.

Claims by a Client for damage or loss to a Shipment may only be submitted, and will only be reviewed and processed by Freight Club, where an executed Proof of Delivery has been obtained and such Proof of Delivery includes confirmation of the damage or loss and a description of such damage to or loss of the Shipment item and/or packaging. On request, the Client shall provide to Freight Club any other relevant documentation related to a Claim. In addition, Claims are subject to the limitations described in subsection (e) below.

c. Procedures for Submission and Processing a Claim.

Property damage claims, including but not limited to damage to flooring, walls, driveways, fixtures, landscaping, or other real or personal property occurring during pickup or delivery, are the sole responsibility of the applicable Carrier or its delivery agent.

Such claims must be submitted directly by the Client to the Carrier or delivery agent and processed under such party's liability insurance coverage and procedures.

The Client must initiate a Claim with Freight Club within the time period required by the applicable insurer. In the event that Client fails to file a Claim with Freight Club within such time frame, Freight Club shall not process such Claim. Claims for lost items shall be subject to the additional procedures set forth in subsection (d) below for locating the lost item prior to Freight Club reviewing and processing any Claim related thereto.

THE CLIENT SHALL NOT HAVE ANY RIGHT TO OFFSET OR DEDUCT UNPAID CHARGES FOR FREIGHT AND SHIPPING SERVICES OR OTHER CHARGES DUE AND OWING TO FREIGHT CLUB AGAINST PENDING OR UNPAID CLAIMS FOR LOSS OR DAMAGE (OR ANY OTHER CLAIMS ASSERTED AGAINST FREIGHT CLUB).

For clarification, in no event shall submission by the Client of a Claim to a Carrier or insurance provider, and/or Freight Club’s assistance in processing such a Claim, entitle the Client to delay, withhold, modify, or adjust any payments outstanding and due to Freight Club for Freight and Shipping Services and the Client shall remain current at all times in its payment obligations, notwithstanding any such pending Claim.

With respect to Claims for damage to Shipments, Freight Club, Carrier, or any insurance provider may require as a precondition to the processing and/or potential settlement of such Claim, access from the Consignee for inspection of such damaged Shipment and its packaging, and the Client shall take any and all action to provide such access.

d. Special Procedures for Claims for Lost Items.

A Claim for lost items may be filed when the carton or other item count listed on a Bill of Lading does not equal that of the delivery to the Consignee or when the item listed on the Bill of Lading is not the same as the item delivered to the Consignee, subject first to completion of the following search procedures. After notification to Freight Club of any Claim regarding a lost item, Freight Club may coordinate with the applicable Carrier to conduct either a dock search at the Carrier’s facilities or a loss trace across the Carrier’s docks or terminals for the missing Shipment. Such searches may take between three (3) to five (5) business days to complete. Once the search has been completed and the Shipment is not located, Freight Club shall begin reviewing and processing such Claim with respect to the lost item (subject to the Claim meeting the other requirements hereunder for a valid Claim).

e. Compensation for Settled Claims.

Individual Carriers limit their liability for Claims of loss or damage to Shipments in transit or in storage, which may be limited to as low as $0.50/pound per Shipment. Information on individual Carrier limitations may be made available to Client on request.

In the event of any accident, theft, delay, storage, or other problem which impairs the safe and prompt delivery of a Shipment, Freight Club shall notify the Client in accordance with the Client contact information provided by the Client pursuant to Section 1 (General) of these Terms and Conditions.

Shipments which cannot be delivered due to damage or other reasons shall be subject to the procedures and potential storage charges as provided for in Section 6 (Shipment Issues) of these Terms and Conditions.

8. Payment.

Set forth below are the terms of payment by the Client with respect to Freight and Shipping Services purchased through Freight Club pursuant to these Terms and Conditions, which the Client agrees, accepts, and acknowledges in all respects. Freight charges are earned upon Tender of the Shipment to the Carrier and are not contingent upon delivery, claim resolution, or any other subsequent event.

a. Credit Card Payment.

Payments made by the Client for Freight and Shipping Services by credit card shall be required at confirmation of pickup or seven days from booking, whichever comes first (and subject to adjustment based on final determination of the charge of such Freight and Shipping Services versus the initial quoted shipping cost). Any Client paying for Freight and Shipping Services by credit card, having provided to Freight Club such Client’s relevant information for credit card payment (card issuer, credit card number, expiration date, etc.), hereby authorizes Freight Club to charge such Client’s credit card for the applicable charge of Freight and Shipping Services purchased pursuant to these Terms and Conditions as well as any supplementary or additional charges that may subsequently apply with respect to such Shipment as described in these Terms and Conditions.

b. Payment by Clients with a Standing Account with Freight Club.

Certain Clients may have a standing account with Freight Club for payment of Freight and Shipping Services from Freight Club. For such Clients, Freight Club shall invoice such Clients the cost of Freight and Shipping Services as promptly as practicable following the confirmation of pickup and payment shall be due no later than seven days following receipt of such invoice by such Client (or such longer or shorter time stipulated therein). Any balances that remain unpaid for thirty (30) days after such deadline for payment shall incur a penalty of 1.5% of the total invoiced amount being added to the existing invoice total, with the same penalty being levied with every additional thirty (30) day period of non-payment. Freight Club may require such Clients to provide a credit card along with authorization of Freight Club to charge such card for Freight and Shipping Services purchased, whether at the time of booking or when payment therefor may come due as provided for in the foregoing sentence.

9. Changes in Terms and Conditions.

Freight Club reserves the right, in its sole discretion, to modify, amend, update or supplement these Terms and Conditions at any time. Any changes will be effective upon posting the revised Terms and Conditions on Freight Club’s website (or other platform through which the Freight and Shipping Services are offered), unless otherwise stated therein. The “Last Updated” date at the bottom of these Terms and Conditions will reflect the effective date of such changes.

For material changes, Freight Club will use commercially reasonable efforts to provide notice to the Client, which may include notice by email to the address associated with Client’s account, posting a notice within the Client’s account portal, or other commercially reasonable means. The Client’s continued access to or use of the Freight and Shipping Services after the effective date of any changes constitutes the Client’s acceptance of the revised Terms and Conditions. If the Client does not agree to the revised Terms and Conditions, the Client must immediately cease using the Freight and Shipping Services.

Notwithstanding the foregoing, any changes required to comply with applicable law, regulation, or Carrier requirements may take effect immediately upon posting or notice.

10. Governing Law; Consent to Jurisdiction and Venue.

These Terms and Conditions shall be construed according to the laws of the State of Delaware without giving consideration to principles of conflict of law. All disputes arising hereunder shall be resolved in the State of Delaware and at no other place. The Client: (a) irrevocably consents to the jurisdiction and venue of the State and Federal courts located in the State of Delaware, (b) agrees that any action relating to the services provided by Freight Club shall only be brought in said courts, (c) consents to the exercise of in personam jurisdiction by said courts over it, and (d) further agrees that any action to enforce a judgment may be instituted in any jurisdiction.

11. No Consequential Damages.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, FREIGHT CLUB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO DELIVERIES, OR WITH REGARD TO ITS WEBSITE, INFORMATION PROVIDED ON THIS WEBSITE, OR ANY OF THE SERVICES PROVIDED UNDER THIS AGREEMENT. FREIGHT CLUB CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. IN ANY EVENT, FREIGHT CLUB SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR INCOME OR LOSS OF SALE (WHETHER OR NOT DEEMED TO CONSTITUTE A DIRECT LOSS), OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT FREIGHT CLUB HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT BE INCURRED. IN ADDITION TO THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FREIGHT CLUB AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE FREIGHT AND SHIPPING SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE CLIENT TO FREIGHT CLUB FOR THE SPECIFIC SHIPMENT GIVING RISE TO THE CLAIM, OR, IF THE CLAIM DOES NOT RELATE TO A SPECIFIC SHIPMENT, THE TOTAL AMOUNTS PAID BY THE CLIENT TO FREIGHT CLUB IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR PURPOSES OF THIS SECTION, ALL CLAIMS ARISING OUT OF OR RELATING TO THE SAME EVENT OR SERIES OF RELATED EVENTS SHALL BE AGGREGATED AND TREATED AS A SINGLE CLAIM.

12. Indemnification.

The Client will defend, indemnify and hold harmless each of Freight Club, its affiliates, and their respective directors, managers, officers, employees, consultants, financial advisors, counsel, accountants, and other agents and representatives from and against any and all Damages, resulting from, arising out of or in connection with (whether due to any claims, actions or demands of a Carrier, any governmental agency or other third party or otherwise) any breach by the Client of any covenant, agreement, representation, warranty or obligation to be performed by or on behalf of the Client contained in these Terms and Conditions, or any gross negligence, fraud, or wilful misconduct by the Client. For the avoidance of doubt, the confiscation or detention of any Shipment by any governmental authority shall not affect or diminish the liability of the Client’s indemnification obligations pursuant to the foregoing sentence.

Freight Club will promptly notify the Client of any claim subject to the Client’s indemnification obligations hereunder, but failure to promptly notify the Client will only affect such obligations to the extent that such failure materially prejudices the Client’s ability to defend the claim. The Client may: (a) use counsel of its own choosing to defend against any claim, subject first to Freight Club’s written consent and the Client’s written acknowledgement of its liability for its obligations under this Section 12 of these Terms and Conditions with respect to such claim; or (b) settle the claim as the Client may deem appropriate, provided that the Client obtain Freight Club’s prior written consent before entering into any such settlement. Freight Club may also assume control of the defense and settlement of any such claim at any time, with counsel of its choosing.

13. Force Majeure.

In the event performance by a party to these Terms and Conditions of its obligations hereunder is affected by any cause beyond the reasonable control of such party, including without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, material equipment repairs, fuel shortages, governmental regulations, or governmental request as requisition for national defense, or requests of governmental officials, or the impact of any of the foregoing on any Carrier or the Freight Club Network and provided that the applicable cause is not attributable to the acts or omissions of such party, and such party is taking commercially reasonable measures to remove or mitigate the effects of the applicable cause, then the running of all periods of time, the performance of all obligations required herein shall be suspended during the continuance of such interruption and such party shall not bear any liability for loss or damage to Shipments resulting therefrom. Such party shall promptly notify the other party of such interruption. Such period of suspension shall not in any way invalidate these Terms and Conditions, but on resumption of operations, any affected performance by such party shall be resumed. The affected party shall be permitted an extension period equal to the period of suspension to complete Shipments adversely affected by the suspension. No liability shall be incurred by either party for Damages resulting from such suspensions.

14. Privacy Policy.

Personal information on the Client, the Shipper, and the Consignee are anticipated to be collected in connection with the booking of Freight and Shipping Services. Such information is to be used in connection with the transaction requested, and is securely processed, in compliance with the Payment Card Industry Standards and is governed by Freight Club’s Privacy Policy, which is incorporated into these Terms and Conditions by reference and a copy of which is available at https://www.freightclub.com/privacy-policy.

15. Definitions.

When used herein, the following capitalized terms have the meanings assigned to each of them as follows:

“API” means a Freight Club application programming interface.

“Bill of Lading” means a document issued by either the Carrier or Freight Club which contains the details of a Shipment, including but not limited to origin, destination, the Consignee, product specifications, the number of pieces expected to be delivered and service levels of the delivery, and is a non-negotiable, legally binding document giving title of that Shipment to the Consignee specified therein upon receipt and execution by such Consignee thereof.

“Carrier” means the shipping company or carrier (or their respective subcontractors or service providers) contracted by Freight Club, and within the Freight Club Network, to provide the Freight and Shipping Services to the Client’s Parcels or Freight.

“Claim” means any claim by a Client regarding damage or loss to a Shipment submitted to Freight Club in accordance with these Terms and Conditions.

“Client” means the person or entity transacting with Freight Club and accepting these Terms and Conditions in connection with the purchase of Freight and Shipping Services through the Freight Club website or APIs.

“Concealed Damage” means damage to the contents of a Parcel or Freight that is not readily apparent or visible on the packaging or from the exterior of such Parcel or Freight and that is not noted on the Proof of Delivery by the Consignee while the Carrier is still at the point of destination.

“Consignee” means the final recipient of a Shipment in accordance with such Shipment’s Bill of Lading. For the avoidance of doubt, the Client may also be at times the Consignee, purchasing the Freight and Shipping Services provided hereunder for delivery of Shipments to itself from a third-party Shipper.

“Damages” means liabilities, damages, awards, settlements, losses, claims and expenses, including without limitation reasonable attorney’s fees and expenses and costs of investigation.

“Freight” means materials or goods, other than, and larger than, Parcels, requiring shipment by airplane, train or truck.

“Freight and Shipping Services” means the freight and shipping services purchased or received by the Client through Freight Club pursuant to these Terms and Conditions and fulfilled by the Carriers in the Freight Club Network, and the Advisory Services, if any.

“Freight Club Engine” means Freight Club’s proprietary freight service platform that generates all possible options for freight and shipping services within the Freight Club Network based on the applicable input from the Client.

“Freight Club Network” means the aggregation of multiple carriers and other third party providers of freight and shipping services with whom Freight Club and its affiliates have contractual relationships for the provision of such services.

“Girth” means the length plus twice the width plus twice the height.

“NMFC” means the National Motor Freight Classification, being the internationally recognized specifications, rules and requirements for the packaging of goods moving by motor carrier.

“Parcel” means packages within the total Girth of less than 165 inches and a total weight of up to 150 lbs which can be transported via ground shipping.

“Proof of Delivery” means a delivery receipt or other similar document provided by the Carrier, in each case with legally binding effect, and in the Carrier’s standard form, to the Consignee for execution that serves as proof that a Shipment was delivered to such Consignee based on signature thereof by the Consignee or the Consignee’s authorized representative, and that includes a section where the Consignee or the Consignee’s authorized representative can notate any damage or loss of items in the Shipment, whether it be to the packaging, or the items contained in such Shipment.

“Shipper” means the person or business at the origination of the shipping route providing the Shipment. For the avoidance of doubt, the Shipper may also be the Client or a third-party.

“Shipment” means a consignment of one or more items from a Shipper to a Consignee.

“Tendered” means the result of placing a Shipment in the possession of a Carrier.

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