Carrier Terms & Conditions

Effective Date: September 22, 2026
Last Updated: September 22, 2026
Version: 2026.09.22

These Carrier Terms and Conditions apply to shipments accepted, booked, dispatched, or transported by Carrier for Titan Worldwide LLC on or after the Effective Date above, unless a shipment-specific written agreement signed by Titan states otherwise. Prior versions may apply to shipments accepted, booked, dispatched, or Rate Confirmations signed before the Effective Date above.

These Terms and Conditions (“Agreement”) govern transportation services performed by any motor carrier (“CARRIER”) for Titan Worldwide LLC (“BROKER”). By accepting any load, dispatch, or Rate Confirmation from BROKER, CARRIER agrees to be bound by this Agreement. These terms are incorporated by reference into all Rate Confirmations and apply to every shipment unless otherwise agreed in writing by BROKER.

1. CARRIER represents and warrants that it:

• 1.1. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities.
• 1.2. Shall transport the property, under its own operating authority and subject to the terms of this Agreement.
• 1.3. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
• 1.4. Agrees that a Shippers insertion of BROKERs’ name as the carrier on a bill of lading shall be for the Shippers convenience only and shall not change BROKERS’ status as a property broker nor CARRIER’s status as a motor carrier. BROKER is not a motor carrier and assumes no motor carrier responsibility for cargo loss and damage in the event that the National Motor Freight Traffic Association (NMFTA) (effective in August 2016), form of bill of lading is utilized.
• 1.5. Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to:  transportation of Hazardous Materials (including the licensing and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDAs Final Rule pertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers compensation. CARRIER agrees to provide proof of compliance upon request.
• 1.6. Is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIERs vehicles, drivers and facilities. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKERs customer with respect to any shipment at any time.
• 1.7. CARRIER will notify BROKER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.
• 1.8. CARRIER shall defend, indemnify, and hold BROKER and its shipper customer harmless from any claims, actions, or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions, or damages due to the negligence or intentional act of the other Party, or the shipper. The obligation to defend shall include all costs of defense as they accrue.
• 1.9. Has investigated, monitors, and agrees to conduct business hereunder based on the creditworthiness of BROKER and is granting BROKER credit terms accordingly.
• 1.10. On behalf of Shipper, Consignee and BROKER interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to penalties imposed on BROKERs customer because of CARRIERs use of non-compliant equipment.

2. BROKER’s Obligations.

• 2.1. Payment. BROKER agrees to pay CARRIER as provided in section 5 below.
• 2.2. Authority. BROKER represents that it has the authority to tender its customers freight for transportation as provided in this Agreement.
• 2.3. Limitation on Liability. BROKER MAKES NO REPRESENTATIONS OR PROMISES OTHER THAN AS SPECIFICALLY REFERRED TO IN THIS SECTION AND CARRIER ACKNOWLEDGES AND AGREES IT IS NOT RELYING ON ANY ALLEGED REPRESENTATION OR PROMISE, EXPRESS OR IMPLIED, NOT SPECIFICALLY REFERRED TO HEREIN. BROKERS’ LIABILITY, IF ANY AND NOT OTHERWISE DISCLAIMED, IS LIMITED AS PROVIDED IN SECTION 3 BELOW.

3. CARRIER’s Obligations.

• 3.1. In performing the services as provided in this Agreement, CARRIER agrees that it shall, at its expense and at all times:
  • 3.1.1. Compliance with Law. CARRIER shall at all times comply with federal, state, and local laws relating to the provision of services under this Agreement, specifically including but not limited to security regulations, loading and securing of freight regulations, drivers safety regulations, and all applicable equipment and driver safety regulations.
  • 3.1.2. Permits & Licenses. CARRIER represents that it does and shall have at all times all necessary permits and licenses required to provide transportation services as required under this Agreement.
  • 3.1.3. FMCSA Safety Rating. CARRIER shall continuously satisfy the safety-rating, operating-authority, and carrier-qualification requirements set forth in Section 3.1.21 and shall immediately notify BROKER of any material change affecting its safety rating, authority, out-of-service status, or legal eligibility to perform transportation services.
  • 3.1.4. Drivers & Equipment. CARRIER shall provide only drivers who have been properly qualified in accordance with 49 CFR 391 and properly trained in the requirements imposed by the Federal Motor Carrier Safety Regulations set for in C.F.R. 390 et seq. Further, CARRIER shall provide only drivers with enough available hours of service to pick up and complete delivery as described in this Agreement within the time frame without violating the Federal Motor Carrier Administrations hours of service regulations. CARRIER shall furnish all equipment necessary to provide the services envisioned in this Agreement and such equipment shall comply with all applicable federal, state, and local laws and all applicable safety regulations. 
  • 3.1.5. Driver Safety & PPE Compliance.  For any shipment requiring Personal Protective Equipment (PPE) or specialized safety gear, CARRIER must ensure that the assigned driver arrives fully prepared and already wearing all required safety equipment before arriving on-site. This is a non-negotiable site access condition for many of our clients and locations. Required PPE may include, but is not limited to includes: hard hat, high-visibility safety vest or shirt, safety glasses, long pants, steel-toe boots, and flame-resistant (FR) clothing or suits, when specified by the facility or job site. Drivers arriving without the proper PPE or FR clothing when required will be denied entry and removed from the property. Additional fines or penalties may be imposed at BROKER’s discretion if non-compliance with PPE or FR requirements results in delays, site disruptions, or violations of customer policies. In such cases, no Truck Order Not Used (TONU) fee or other compensation will be issued, and CARRIER will be fully responsible for any resulting delays, rescheduling, or associated costs. It is the CARRIER’s responsibility to confirm any site-specific PPE or FR gear requirements with BROKER prior to dispatch and to ensure the driver is compliant before arrival.
  • 3.1.6. CARRIER Responsible for Drivers and Agents. CARRIER has exclusive responsibility for any and all drivers, management, staff, employees, or other agents of CARRIER and has the exclusive responsibility to manage, discipline, and control all such persons and all equipment used or provided to such persons.
  • 3.1.7. Bill of Lading. The shipment shall be evidenced by a properly executed Bill of Lading in compliance with 49 U.S.C. 80101 et seq and also specifically includes the following information:
    • the equipment number or serial number of the cargo and, if the cargo is a car, the year, make, model, ID number of the vehicle (VIN) and the odometer reading;
    • a specific, not general, description of the condition of the goods after a thorough inspection;
    • if an automobile or other vehicle, a specific description of any defect or damage to the vehicle (including any scratch, dent, or ding larger than a quarter or an abundance of scratch, dents, or dings smaller than a quarter);
    • if any automobile, the odometer reading (if the CARRIER adds any miles to the reading, the CARRIER shall be liable for the greater of BROKERs damages or a liquidated sum of $100.00 per mile overage and such damages are cumulative of any other damages at law or equity).
  • 3.1.8. Delivery Receipt. CARRIER shall acquire and provide BROKER with a delivery receipt for the goods signed by the intended recipient acknowledging full receipt of the goods. A notation on the Bill of Lading shall suffice if it otherwise complies with the requirements of this section 3.1.7.
  • 3.1.9. Delays, Breakdowns, or Accidents. CARRIER shall immediately notify BROKER of any delays (including but not limited to those occasioned by breakdowns or accidents), breakdowns, accidents, damages, injuries, thefts, hijacking, or other events which impair the complete and timely delivery of the goods. CARRIER agrees that BROKER has the right to withhold all payments due from BROKER to CARRIER until all claims occasioned as a result of any delays or accidents during transport (including loading and unloading) are settled in full.
  • 3.1.10. Refused Goods. CARRIER shall immediately notify BROKER of any refused freight at the shipper or the intended recipient and immediately request additional instructions from BROKER regarding delivery or storage of the freight.
  • 3.1.11. Prohibited Acts (Anti-Brokering & Payment Control). CARRIER shall not re-broker, co-broker, subcontract, assign, interline, or otherwise transfer the transportation of any shipment tendered by BROKER without BROKER’s prior written consent. Under no circumstances may CARRIER broker any such freight to another carrier, broker, or shipper. If CARRIER breaches this provision, BROKER may withhold payment, pay the delivering carrier directly in lieu of CARRIER, and pursue all available legal remedies. CARRIER shall remain liable to BROKER for all resulting damages, including any claims under MAP-21 (49 U.S.C. § 13901 et seq.) and any consequential damages.
  • 3.1.12. Liability & Indemnity. CARRIER shall be solely and exclusively liable to the shipper for any and all damages or loss as a result of damage to the freight, delays in delivery of the freight, or any other damage or loss arising out of the transportation of the freight by CARRIER. Further, CARRIER shall indemnify, defend, and hold harmless BROKER, BROKERs customer, and their affiliates, agents, and assigns, from and against any liability, claims, loss, damages, or expenses (including attorney’s fees) arising out of the transportation of the freight by CARRIER. In the event a claim is a brought against BROKER, CARRIER, upon notice, shall, within thirty days, reimburse BROKER for any and all attorney’s fees incurred up to the point of that notice (that is, reimburse attorney’s fees as incurred).
  • 3.1.13. Claims Cooperation and Subrogation. CARRIER shall fully, promptly, and in good faith cooperate with BROKER, Shipper, Consignee, cargo owner, and their respective insurers, claims administrators, adjusters, investigators, attorneys, and other authorized representatives in connection with any actual or potential cargo loss, damage, shortage, delay, property damage, bodily injury, accident, or other claim arising out of or relating to CARRIER’s transportation services. Such cooperation shall include, without limitation, promptly reporting any claim, loss, accident, or occurrence to all potentially applicable insurers; providing requested insurance information, policy information, claim numbers, driver information, tractor and trailer information, Bills of Lading, delivery receipts, photographs, videos, electronic records, tracking information, statements, inspection records, accident reports, and other documents or information reasonably related to the claim; making drivers and other personnel reasonably available for statements, interviews, or investigation; and preserving all relevant cargo, equipment, documents, photographs, electronic data, communications, and other evidence. CARRIER shall reasonably cooperate with inspections, mitigation efforts, salvage, investigation, adjustment, defense, settlement, and recovery efforts relating to any such claim. CARRIER shall not destroy, alter, conceal, dispose of, release, waive, compromise, or otherwise impair any evidence, cargo, salvage, claim, cause of action, or recovery right in a manner that materially prejudices BROKER, Shipper, Consignee, cargo owner, or any insurer or other party having an interest in the loss. To the extent BROKER, Shipper, Consignee, cargo owner, insurer, or any other party pays, reimburses, indemnifies, or otherwise satisfies any portion of a loss for which CARRIER may be legally responsible, CARRIER acknowledges that such paying party may be subrogated to, assigned, or otherwise entitled to enforce the applicable rights, claims, causes of action, and remedies against CARRIER and any applicable insurer. CARRIER shall fully cooperate with such recovery efforts and shall not waive, release, impair, prejudice, defeat, or interfere with any such subrogation, assignment, or recovery rights. CARRIER’s obligations under this Section shall survive delivery of the shipment, completion of the transportation services, payment of CARRIER’s freight charges, and termination or expiration of this Agreement.
  • 3.1.14. Cargo Claims Procedure. CARRIER shall be liable for cargo loss, damage, destruction, shortage, theft, contamination, delay where legally recoverable, and other loss to cargo while such cargo is in CARRIER’s possession, custody, or control, to the fullest extent provided by applicable law, including the Carmack Amendment, 49 U.S.C. § 14706, where applicable. CARRIER shall immediately notify BROKER in writing, and in no event later than twenty-four (24) hours after CARRIER becomes aware, of any actual or suspected cargo loss, damage, theft, shortage, contamination, rejection, or other occurrence that may reasonably result in a cargo claim, regardless of whether a formal claim has yet been presented. BROKER, Shipper, Consignee, cargo owner, their insurers, or any other party legally entitled to assert a claim may submit a cargo claim directly to CARRIER. CARRIER and its applicable insurer shall be afforded the first opportunity to investigate, adjust, and resolve any claim arising from CARRIER’s transportation services; provided, however, that nothing in this Agreement shall restrict or delay BROKER, Shipper, Consignee, cargo owner, or any insurer from providing notice of loss to its own insurer or taking any action necessary to preserve insurance coverage, claim rights, subrogation rights, recovery rights, or applicable filing deadlines. CARRIER shall accept and process claims presented within nine (9) months after delivery, scheduled delivery in the event of non-delivery, or such longer period as required by applicable law. CARRIER shall promptly acknowledge receipt of any cargo claim, shall immediately tender the claim to all potentially applicable insurers, and shall provide BROKER with the applicable insurer name, adjuster or claims representative, claim number, and contact information upon request. CARRIER shall investigate, adjust, respond to, and resolve claims promptly, in good faith, and in accordance with applicable federal law and regulations. CARRIER shall not require BROKER, Shipper, Consignee, cargo owner, or their insurer to first pursue recovery from any other person, insurer, or source before presenting or pursuing a claim against CARRIER. No investigation, payment, adjustment, settlement, handling, or involvement by BROKER shall constitute an assumption of motor-carrier liability or relieve CARRIER of any liability otherwise imposed by law or this Agreement. Any denial or disallowance of a cargo claim by CARRIER shall be made in writing and shall state the specific factual and legal basis for the denial. Nothing in this Agreement shall shorten, waive, or otherwise impair any minimum claim-filing period, civil-action period, subrogation right, recovery right, or other right established by 49 U.S.C. § 14706 or other applicable law.
  • 3.1.15. Claims. If CARRIER alleges any claim against BROKER for any reason arising out of or related to this Agreement, CARRIER shall comply with the Dispatch Resolution section of this Agreement; failure to do so shall be deemed an admission of CARRIER that BROKER bears no responsibility or liability for such alleged claim.
  • 3.1.16. Confidentiality, Non-Solicitation, and No Lien. CARRIER and its drivers shall not discuss rates or payment terms with any shipper, consignee, or other party connected to any shipment tendered by BROKER. CARRIER shall look solely to BROKER for payment. If CARRIER discusses payment terms or rates with any third party, BROKER may, at its sole discretion, deduct damages from CARRIER’s agreed compensation. CARRIER acknowledges that all BROKER customers and business relationships – including shippers, consignees, and pickup or delivery sites – are the sole property of BROKER. During the term of this Agreement and for a period of 18 months following its termination, CARRIER shall not, directly or indirectly, solicit, contact, conduct business with, or provide transportation or logistics services to any such party that became known to CARRIER through BROKER, regardless of whether the business opportunity arises independently or through referral. CARRIER shall not circumvent or interfere with BROKER’s relationships in any way, including attempting to work directly with BROKER’s clients or facilities. Any breach of this provision entitles BROKER to injunctive relief, monetary damages, and forfeiture of any proceeds received by CARRIER in violation of this clause, which shall be held in constructive trust for BROKER’s benefit. CARRIER further waives any right to assert a lien against any cargo, equipment, or property of BROKER or BROKER’s customers.
  • 3.1.17. W-9. CARRIER shall promptly provide BROKER with a W-9. The thirty (30) day time for payment will not start and no payment shall be due until after this paperwork is received. See section 5 below.
  • 3.1.18. Insurance. CARRIER shall maintain all insurance required by this Agreement continuously and without lapse while CARRIER is approved to perform services for BROKER, unless otherwise required or modified by BROKER on a per-shipment basis. CARRIER shall cause its insurance agent or authorized representative to promptly provide BROKER with certificates of insurance or other evidence of coverage satisfactory to BROKER. Unless otherwise agreed in writing, CARRIER shall maintain cargo coverage of not less than One Hundred Thousand Dollars ($100,000) per occurrence or shipment, and BROKER may require greater limits based upon the value, commodity, risk, or requirements of a particular shipment.
    • Current Insurance Certificate should include the following (subject to load-specific requirements): 
      • Commercial General Liability — $1,000,000+
        • Required on all shipments unless BROKER expressly waives or modifies the requirement for a particular shipment.
      • Motor Truck Cargo Legal Liability — $100,000+
        • CARRIER shall maintain motor truck cargo legal liability insurance with limits of not less than One Hundred Thousand Dollars ($100,000) per occurrence or shipment, or such greater amount as BROKER may require for a particular shipment. Such coverage shall apply to cargo while in CARRIER’s possession, custody, or control and shall not contain exclusions or restrictions that would reasonably be expected to preclude coverage for the type of cargo or transportation being performed. If the declared, invoice, replacement, or other reasonably established cargo value exceeds CARRIER’s available cargo insurance limit, CARRIER shall not accept or transport the shipment unless BROKER has approved the available coverage in writing and CARRIER has obtained any additional cargo insurance, rider, endorsement, or other coverage required by BROKER. CARRIER shall provide evidence of such additional coverage before dispatch upon BROKER’s request.
      • Commercial Auto Liability — $1,000,000 minimum
        • Any Auto; or
        • Scheduled Autos, Hired Autos, and Non-Owned Autos, as applicable; or
        • Scheduled Autos with the actual vehicle used for the shipment included on the applicable vehicle schedule; or
        • Any other combination of coverage specifically approved by BROKER.
        • Where coverage is written on a scheduled-auto basis, CARRIER shall provide the applicable vehicle schedule or other evidence reasonably satisfactory to BROKER confirming that the actual vehicle and VIN assigned to the shipment are covered.
    • All insurance policies required by this Agreement shall, to the extent applicable and commercially available, be primary and non-contributory with respect to BROKER and shall waive subrogation and contribution against BROKER. CARRIER shall furnish BROKER with certificates of insurance or other evidence demonstrating that required coverage has been procured and is being properly maintained, including applicable policy limits and expiration dates. BROKER shall be named as certificate holder on CARRIER’s commercial general liability, commercial auto liability, and cargo policies. Where any subcontractor or other third party has been expressly authorized in writing by BROKER, CARRIER shall ensure that such authorized party maintains insurance meeting the requirements applicable to CARRIER under this Agreement. Upon request by BROKER, BROKER’s designated insurance consultant, or BROKER’s customer, CARRIER shall provide copies of applicable policies, endorsements, schedules, or other evidence of coverage reasonably necessary to verify compliance with this Agreement. BROKER may require additional insurance, endorsements, or higher limits for a particular shipment upon notice to CARRIER.
    • CARRIER shall promptly tender any claim, loss, accident, or occurrence to all potentially applicable insurers and shall fully cooperate with communications among such insurers, insurance agents, adjusters, claims administrators, BROKER, BROKER’s insurance representatives, and BROKER’s customer regarding coverage verification, claim status, investigation, adjustment, defense, and resolution. CARRIER shall not knowingly provide false, incomplete, or misleading information concerning insurance coverage and shall not instruct or request any insurer, agent, or representative to withhold information reasonably necessary for BROKER to verify applicable coverage or administer a claim.
    • Where any applicable insurance policy provides coverage only for scheduled vehicles, scheduled drivers, specifically identified vehicles, specifically identified drivers, named drivers, owner-operators, or otherwise restricts coverage based upon the vehicle or driver utilized, CARRIER represents and warrants that the actual tractor, vehicle, VIN, driver, and other equipment assigned to the shipment are fully covered under all applicable policies before dispatch and throughout transportation. Upon BROKER’s request, CARRIER shall cause its insurer or authorized insurance agent to confirm such coverage directly to BROKER. CARRIER shall not substitute any vehicle or driver unless the substitute has been approved by BROKER in writing and CARRIER has verified that the substitute is fully covered under all applicable insurance policies.
    • CARRIER shall promptly provide updated certificates of insurance, policy information, endorsements, vehicle schedules, driver schedules, and other evidence of coverage upon renewal and at any other time reasonably requested by BROKER. CARRIER shall cause its insurer, insurance agent, or authorized representative to provide BROKER with prompt written notice of any cancellation, nonrenewal, lapse, material reduction, material modification, or other change that may affect required coverage, to the extent such notice may lawfully or contractually be provided. CARRIER shall independently notify BROKER immediately upon becoming aware of any cancellation, nonrenewal, lapse, reduction, modification, reservation of rights, coverage dispute, or other circumstance that could reasonably affect insurance applicable to a shipment or CARRIER’s continued eligibility.
    • BROKER may utilize RMIS or any other insurance-monitoring, carrier-compliance, or third-party verification service selected by BROKER from time to time to monitor CARRIER’s insurance status. CARRIER shall reasonably cooperate with such monitoring and verification. Any lapse, cancellation, reduction below required limits, inability to verify coverage, failure to provide requested insurance documentation, or other material insurance deficiency may result in immediate suspension or termination of CARRIER’s eligibility to receive or transport shipments for BROKER and may constitute a material breach of this Agreement.
  • 3.1.19. Operational Requirements; Authority, Equipment, Driver Verification, and Tracking. CARRIER represents and warrants that it has full authority under its own active MC and DOT number to accept, book, dispatch, and transport every shipment tendered by BROKER. The tractor, truck, trailer, driver, and other equipment assigned to each shipment must be owned, leased, employed, or lawfully operated by or on behalf of CARRIER under CARRIER’s own active operating authority and must comply with all applicable FMCSA requirements. The truck must visibly display CARRIER’s legal company name and applicable USDOT number as required by law. The actual vehicle and driver utilized for the shipment must be fully covered under CARRIER’s applicable insurance policies, including any scheduled-auto, scheduled-driver, named-driver, owner-operator, or similar coverage requirements or restrictions. CARRIER shall disclose to BROKER the identity of the actual driver and, upon request, the tractor VIN, unit number, license plate, trailer information, driver license or other identifying information, photographs, and any other information reasonably required by BROKER to verify the driver, equipment, authority, ownership or lease status, insurance coverage, or legitimacy of the shipment. CARRIER shall not substitute any driver, tractor, trailer, vehicle, or equipment without BROKER’s prior written approval. CARRIER shall not engage or permit any unauthorized third-party dispatcher, motor carrier, broker, freight forwarder, non-insured owner-operator, or other entity to transport or assume custody or control of a shipment without BROKER’s prior written consent. CARRIER shall cooperate with BROKER’s shipment-tracking and status-reporting requirements, including GPS or electronic tracking when requested by BROKER. CARRIER shall ensure that the assigned driver activates, maintains, and does not intentionally disable, block, manipulate, or interfere with any authorized tracking system required for the shipment. CARRIER shall provide accurate pickup, in-transit, delay, exception, and delivery status updates at the frequency reasonably requested by BROKER. Failure or refusal to comply with required tracking or check-call procedures may result in suspension or termination of CARRIER’s eligibility and may constitute a material breach where tracking is designated by BROKER as a condition of the shipment. Any false statement, undisclosed substitution, insurance discrepancy, identity discrepancy, authority discrepancy, tracking manipulation, or use of an unauthorized person or entity shall constitute a material breach of this Agreement and may result in immediate cancellation of the shipment, withholding of payment to the extent permitted by applicable law and this Agreement, termination of CARRIER’s eligibility, and any other remedy available to BROKER. This Section supplements and does not limit the anti-brokering requirements of Section 3.1.11.
  • 3.1.20.  No Transloading – Same Truck and Trailer Requirement. CARRIER agrees that the truck, trailer, and driver used to pick up the shipment must be the same truck, trailer, and driver that complete final delivery. Transloading, cross-docking, trailer swaps, driver swaps, or any transfer of freight or equipment is strictly prohibited unless prior written notice is submitted by CARRIER and express written approval is granted by BROKER before pickup occurs. Any request for a change in equipment or driver must include verifiable documentation confirming that the new truck, trailer, and driver are operating under CARRIER’s active MC/DOT authority and are fully covered under CARRIER’s current insurance policy on file. Approval will be granted only after BROKER confirms compliance with all insurance and authority requirements. Unauthorized equipment or driver substitutions shall be considered a material breach of this Agreement and may result in non-payment, denied claims, or termination of the carrier relationship. This policy is intended to protect the integrity, security, and insurability of all shipments tendered by BROKER.
  • 3.1.21. Carrier Qualification, Safety Rating, and Minimum Operating Authority. Unless expressly waived by BROKER in writing for a particular shipment, CARRIER represents and warrants that its applicable interstate motor-carrier operating authority has been continuously active and authorized for at least twelve (12) months immediately preceding acceptance of any shipment from BROKER. If CARRIER’s authority has been revoked, suspended, inactive, voluntarily revoked, or otherwise interrupted and subsequently reinstated, BROKER may calculate the required authority period from the effective date of the most recent reinstatement. CARRIER shall maintain an FMCSA safety rating of Satisfactory or shall be Unrated. CARRIER shall not accept or transport any shipment for BROKER while subject to a final Unsatisfactory safety rating, an out-of-service order, revoked or inactive operating authority, or any governmental order prohibiting or restricting CARRIER from lawfully performing the transportation. A Conditional safety rating shall be grounds for BROKER to decline, restrict, suspend, or terminate CARRIER’s eligibility unless BROKER expressly approves CARRIER in writing following additional review. CARRIER shall immediately notify BROKER of any proposed or final Conditional or Unsatisfactory safety rating, out-of-service order, revocation, suspension, reinstatement, lapse, pending revocation, change in authority status, change in legal name, change in ownership or control, change in USDOT or MC number, or other material regulatory change. CARRIER’s continued eligibility to receive shipments from BROKER is conditioned upon satisfying BROKER’s then-current carrier qualification, compliance, safety, insurance, fraud-prevention, and risk-management standards. BROKER may decline, suspend, restrict, or terminate CARRIER’s eligibility based upon such standards or information reasonably indicating elevated safety, insurance, fraud, identity, authority, or operational risk.
  • 3.1.22. Identity Verification and Fraud Prevention. CARRIER shall fully cooperate with BROKER’s identity-verification, anti-fraud, cargo-security, and carrier-authentication procedures before and during transportation of any shipment. BROKER may require verification of CARRIER’s legal identity, ownership, operating authority, FMCSA registration information, business address, telephone numbers, email addresses, authorized dispatch personnel, drivers, equipment, VINs, license plates, insurance coverage, banking or factoring information, and other information reasonably necessary to verify CARRIER’s identity and legitimacy. BROKER may independently verify information provided by CARRIER through FMCSA records, insurance agents, government databases, third-party compliance or fraud-prevention providers, telephone or electronic verification, photographs, video, GPS or location information, or other commercially reasonable methods. CARRIER authorizes BROKER to contact individuals and entities reasonably believed to be associated with CARRIER for purposes of such verification. CARRIER shall not impersonate another carrier, use another carrier’s authority, permit another person or entity to impersonate CARRIER, falsify or manipulate caller identification, email domains, documents, insurance information, driver information, equipment information, or other identifying information, or otherwise attempt to circumvent BROKER’s verification procedures. Any refusal to cooperate, material inconsistency, suspected impersonation, fraudulent documentation, unauthorized change in contact information, or inability to satisfactorily verify CARRIER, its driver, or its equipment may result in cancellation or rejection of any shipment and immediate suspension or termination of CARRIER’s eligibility without liability to BROKER.
  • 3.1.23. Carrier Vetting, Monitoring, and Risk Standards.  CARRIER acknowledges that BROKER maintains carrier qualification, compliance, safety, insurance, cargo-security, identity-verification, fraud-prevention, and risk-management standards that may exceed minimum governmental requirements. CARRIER agrees that its eligibility to receive or continue transporting shipments for BROKER is subject to BROKER’s ongoing evaluation under such standards. BROKER may utilize information obtained from FMCSA, SAFER, SMS, insurance providers and agents, inspection and crash records, government databases, Carrier Assure, RMIS, MyCarrierPortal, or other third-party compliance, monitoring, safety, fraud, identity, or risk-scoring services selected by BROKER from time to time. BROKER’s carrier-eligibility standards may include thresholds or criteria relating to FMCSA SMS/BASIC data, roadside inspection history, out-of-service rates, crash history, authority history, insurance status, fraud indicators, identity verification, cargo-security indicators, third-party carrier-risk scores, and other objective or commercially reasonable risk factors maintained by BROKER from time to time. CARRIER authorizes BROKER to obtain, review, monitor, and use such information for carrier-selection and risk-management purposes and agrees to reasonably cooperate with requests necessary to complete such review. BROKER may establish or modify carrier-eligibility criteria from time to time and may approve, conditionally approve, restrict, suspend, or decline CARRIER based upon BROKER’s good-faith assessment of safety, compliance, insurance, authority, inspection history, fraud indicators, identity concerns, cargo-security risk, or other legitimate transportation risk factors. Nothing in this Section obligates BROKER to tender any minimum number of shipments to CARRIER.
  • 3.1.24. Records, Documentation, and Audit Rights. CARRIER shall maintain complete, accurate, and commercially reasonable records relating to shipments transported for BROKER and CARRIER’s compliance with this Agreement. Upon reasonable request by BROKER, BROKER’s insurer, insurance consultant, claims administrator, attorney, customer, or other authorized representative, CARRIER shall promptly provide records reasonably relevant to a shipment, claim, accident, cargo loss, insurance inquiry, safety inquiry, fraud investigation, or compliance review, including applicable insurance documents, vehicle schedules, driver schedules, driver qualification or coverage information, equipment records, leases, Bills of Lading, delivery receipts, photographs, tracking or GPS records, electronic communications, dispatch records, accident reports, inspection records, permits, licenses, and other documentation reasonably necessary to verify compliance with this Agreement. BROKER or its authorized representative may inspect or audit such records to the extent reasonably related to services performed for BROKER, a claim or potential claim, or CARRIER’s compliance with this Agreement. CARRIER shall preserve records relevant to any known claim, investigation, dispute, or litigation until final resolution thereof and shall not intentionally destroy, conceal, alter, or withhold material records. Nothing in this Section requires disclosure of information prohibited from disclosure by applicable law.
  • 3.1.25. Electronic Execution and Record Retention. CARRIER agrees that this Agreement, rate confirmations, amendments, acknowledgments, attestations, and other documents may be executed, accepted, or acknowledged electronically and that electronic signatures, electronic acceptance, electronic records, and electronically transmitted documents shall have the same force and effect as original handwritten signatures and paper records to the fullest extent permitted by applicable law. CARRIER consents to BROKER’s use and retention of electronic execution records, including signer identity, authentication data, email address, IP address, timestamps, audit trails, transmission records, access records, and other metadata generated in connection with electronic execution or acceptance. BROKER may retain such records for not less than four (4) years following execution, completion of services, or final resolution of any related claim or dispute, whichever is later, and may use such records as evidence of execution, acceptance, authenticity, or agreement. CARRIER shall not challenge the validity or enforceability of an agreement solely because it was executed, accepted, stored, or transmitted electronically.
  • 3.1.26. Hazardous Materials and Specialty Freight. CARRIER shall not accept, transport, handle, load, unload, or otherwise provide transportation services for any shipment containing hazardous materials, hazardous substances, hazardous waste, or other regulated materials unless CARRIER has been expressly advised of the nature of the shipment and possesses all registrations, permits, endorsements, insurance, training, equipment, security plans, certifications, and other qualifications required by applicable law for such transportation. CARRIER represents and warrants that each driver assigned to a hazardous-material shipment possesses all required licenses and endorsements and has completed all training required by applicable federal, state, and local law, including applicable requirements of 49 C.F.R. Parts 171 through 180 and Parts 383 and 397. CARRIER shall ensure that all required shipping papers, markings, labels, placards, packaging, securement, segregation, emergency-response information, and security requirements applicable to CARRIER are satisfied before transportation begins. CARRIER shall immediately notify BROKER of any spill, release, accident, violation, placarding issue, rejected shipment, regulatory inspection, or other event involving hazardous materials. CARRIER shall not transport hazardous materials for BROKER if CARRIER is not legally qualified and properly insured to do so and shall immediately notify BROKER before acceptance of the shipment if any required qualification is absent. For oversized, overweight, over-dimensional, superload, permitted, high-value, specialized, or other specialty freight, CARRIER represents and warrants that it possesses the experience, equipment, personnel, licenses, registrations, permits, insurance, and qualifications necessary to lawfully and safely perform the transportation. CARRIER shall verify shipment dimensions, weights, axle requirements, equipment requirements, securement requirements, route restrictions, permit requirements, curfews, bridge or infrastructure restrictions, escort or pilot-car requirements, police escort requirements, and other applicable transportation requirements before movement begins. CARRIER shall obtain and comply with all permits, routing instructions, escort requirements, and governmental conditions for which CARRIER is responsible and shall not deviate from an authorized permitted route without lawful authorization. CARRIER shall immediately notify BROKER of any discrepancy in dimensions, weight, equipment, permits, route, securement, or other condition that could affect the lawful or safe transportation of the shipment and shall not proceed until such discrepancy has been resolved.
• 3.2. Material. CARRIER acknowledges and agrees that the terms in this section are material terms and that failure to comply with any such terms constitutes a breach of this agreement.
• 3.3. Pickup & Delivery Photo Requirements. CARRIER must provide clear, time-stamped photos from both pickup and delivery for every shipment. Required photos include full shots of the freight or equipment before loading, securement in place after loading, any visible pre-existing damage at origin, freight or equipment after unloading, securement removal if applicable, any visible damage upon arrival, and a close-up of any visible VIN, serial number, or equipment ID tag if present. All photos must be submitted via email to tracking@titanww.com on the same calendar day as the pickup or delivery. Failure to provide complete and timely photos may result in compliance violations, payment delays, rate deductions, and/or removal from BROKER’s preferred carrier network.

4. Independent Contractor.

• 4.1 Relationship. It is understood and agreed that CARRIER is an independent contractor and shall not be deemed to be an employee of the BROKER. CARRIER acknowledges and agrees that no term in this Agreement is intended to or does create any other relationship, including but not limited to any joint venture, partnership, principal/agent, fiduciary, employer, employee, or other such relationship between the parties. Neither party shall hold itself out as the partner, agent, or employee of the other party nor make any representations or warranties on behalf of the other party, except as otherwise expressly agreed herein. If CARRIER uses a factoring company, BROKER shall be notified at the commencement of this Agreement before the shipping process begins. If BROKER is not notified, CARRIER agrees that, in addition to all other remedies and rights in this Agreement and at law or equity, BROKER may: (1) withhold payment until any and all claims are resolved in writing between the factoring company and CARRIER; and (2) CARRIER will indemnify and defend BROKER for any and all claims or costs incurred by BROKER as a result of CARRIERs use of a factoring company.

5. Payment.

• 5.1. Amount. BROKER agrees to pay CARRIER the amount described in the Rate Confirmation attached hereto or, as agreed in writing, the Rate Confirmation applicable to any subsequent delivery. Quick pay option is subject to a processing fee.
• 5.2. Time of Payment. BROKER shall pay CARRIER no later than thirty (30) days after the Conditions, as defined in section 5.3. below, are satisfied. The thirty days shall not begin to run until all the following conditions are satisfied.
• 5.3. Conditions. The following are conditions precedent to payment by BROKER to CARRIER:
  • 5.3.1. Timely Delivery. CARRIER’s delivery of the freight, as identified on the applicable Rate Confirmation, within the time frame and to the proper person/location all as identified on the applicable Rate Confirmation.
  • 5.3.2. Paperwork. CARRIER shall invoice BROKER. The invoice must match the date of actual remittance to BROKER and must be accompanied with the following, if not already provided: (1) a copy of the Bill of Lading and the Delivery Receipt as described in section 3 above, (2) the W-9 as described in section 3 above, (3) the proof of current insurance with stated cargo amount as described in section 3, (4) federal ID number; (5) and (6) all other “Required Papers” as identified below.
  • 5.3.3. Special Conditions. Any other conditions identified on the attached Rate Confirmation.
  • 5.3.4. Pickup & Delivery Photos. As a condition of payment, CARRIER must comply with the Pickup & Delivery Photo Requirements set forth in Section 3.3 of this Agreement. Failure to provide complete, clear, and time-stamped photos from both pickup and delivery on the same calendar day may result in payment delays, rate deductions, or non-payment at BROKER’s sole discretion, in addition to other remedies available under this Agreement.
  • 5.3.5. Prohibition on Outsourcing. If the CARRIER outsources any trucking services to another party without prior written approval from BROKER , BROKER reserves the right to withhold payment. All services must be performed by the CARRIER’s own employees or subcontractors that have been pre-approved in writing by BROKER.
• 5.4. Detention Time. CARRIER agrees to allow two (2) hours free time per location at origin, destination and at each intermediate stop before detention charges commence. CARRIER agrees to allow two (2) hours free time per location at origin, destination, and at each intermediate stop before detention charges commence. CARRIER agrees that, in the event CARRIER either must wait to pick up or drop off the cargo beyond the two (2) hours free time, CARRIERs damages will be capped sixty dollars $60 an hour. It is agreed this is CARRIERs exclusive remedy and the total amount CARRIER is entitled to receive by way of any such delay. In the event CARRIER arrives at the pickup or drop off and is forced to wait beyond the two (2) hours, CARRIER must notify BROKER at least sixty (60) minutes prior to the time when detention would start to accrue. CARRIERs right to receive any payment occasioned as a result of any such delay is explicitly conditioned upon this prompt notification, and CARRIER agrees the time used to compute such “detention time” shall not start until CARRIER notifies BROKER. Detention is only valid once BROKER is notified and has acknowledged, client has agreed to such charges, BROKER has given written consent to CARRIER of said detention and BROKER has remitted a revised Rate Confirmation to CARRIER and receives a signed copy back. Detention is only valid for loads being picked up or delivered within stated business hours – with a cap of 8 total hours. Any pickups or deliveries outside of stated business hours are not subject to detention and any additional time will be at the CARRIER’s cost. In the event a layover is necessary, CARRIER must get approval for layover fees from BROKER.
  • 5.4.1. Weather-Related Delays. In the event of a delay caused by weather conditions that are beyond reasonable control of the shipping or receiving location, including but not limited to severe storms, floods, or other acts of nature, the CARRIER shall not be entitled to detention pay. It is the CARRIER’s responsibility to adequately document such delays and notify the BROKER in a timely manner. The BROKER reserves the right to verify the cause of delay and make determinations in accordance with this clause.
• 5.5. Truck Order Not Used (TONU) Policy.  If a scheduled load is canceled on the day of pickup after CARRIER has been dispatched, a Truck Order Not Used (TONU) fee may be issued. The maximum TONU payable shall not exceed $250.00 unless otherwise authorized in writing by BROKER. To be eligible for TONU, CARRIER must provide verifiable proof of active dispatch and proximity to the pickup location, which may include GPS tracking, timestamped photos, or communication records. TONU will not be paid if the load is canceled on a date prior to the scheduled pickup, regardless of when the dispatch occurred. Additionally, TONU will not be paid if CARRIER arrives late, if the equipment provided does not meet load requirements, or if CARRIER cancels or becomes unresponsive prior to arrival. All TONU requests must be submitted within 24 hours of cancellation. BROKER reserves the right to determine TONU eligibility at its sole discretion.

6. Dispute Resolution; Governing Law; Venue.

• 6.1. Governing Law. This Agreement and any dispute arising out of or relating to this Agreement, any Rate Confirmation, any shipment, or the relationship between BROKER and CARRIER shall be governed by the laws of the State of Texas, without regard to conflict-of-laws principles, except to the extent federal law expressly governs a particular claim or issue. The prevailing party in any arbitration, court proceeding permitted under this Agreement, or other action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees, including fees for outside counsel, in-house counsel, law clerks, paralegals, expert witnesses, arbitration fees, court costs, and other reasonable costs incurred in enforcing or defending its rights under this Agreement, to the extent permitted by applicable law.
• 6.2. Mandatory Binding Arbitration; Individual Claims Only. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, any Rate Confirmation, transportation services performed or allegedly performed by CARRIER, payment, cargo loss or damage, insurance, indemnification, negligence, statutory or regulatory claims, or any other aspect of the relationship between BROKER and CARRIER, the parties shall first attempt in good faith to resolve the dispute informally. If the dispute is not resolved, it shall be resolved exclusively by final, binding, confidential arbitration before a single former or retired judge who practices, offices, or resides in Houston, Harris County, Texas and who has experience with commercial, transportation, or logistics disputes. The exclusive place and venue of arbitration shall be Houston, Harris County, Texas. Arbitration may be commenced by written notice of intent to arbitrate delivered in accordance with the notice provisions of this Agreement. If the parties cannot agree upon an arbitrator within a reasonable period, either party may petition a court of competent jurisdiction in Harris County, Texas to appoint an arbitrator in accordance with the Texas General Arbitration Act and, where applicable, the Federal Arbitration Act. The arbitrator shall have authority to determine issues concerning the interpretation, applicability, enforceability, formation, scope, or validity of this arbitration provision and this Agreement, except that any dispute concerning the enforceability of the class-action, collective-action, or representative-action waiver below shall be determined by a court of competent jurisdiction. The arbitrator may award any individual remedy or relief that would otherwise be available to a party under applicable law or this Agreement, but shall have no authority to consolidate the claims of different persons or entities or to preside over any form of class, collective, consolidated, coordinated, or representative proceeding except by the express written agreement of both parties. Except as expressly provided in this Agreement or required by applicable law, neither party shall commence, prosecute, or participate in litigation in court concerning a dispute subject to arbitration, other than an action to compel arbitration, appoint an arbitrator, obtain temporary or provisional injunctive relief, preserve property or evidence, enforce or confirm an arbitration award, or pursue any other judicial remedy that applicable law permits notwithstanding an arbitration agreement.
• 6.3. Class, Collective, and Representative Action Waiver; Arbitration Costs; Venue. BROKER and CARRIER agree that all disputes subject to arbitration shall be brought and resolved solely on an individual basis. To the fullest extent permitted by applicable law, neither party shall bring, maintain, participate in, or seek relief through any class action, collective action, representative action, mass action, consolidated proceeding, private attorney general action, or other proceeding in which a party seeks to adjudicate claims on behalf of, or together with, any person or entity other than itself. Neither an arbitrator nor any court shall have authority to consolidate or combine the claims of multiple carriers, brokers, shippers, customers, or other persons or entities without the express written consent of BROKER and CARRIER. Each party shall initially bear its own attorneys’ fees and costs and one-half of the arbitrator’s fees and administrative costs, unless the parties agree otherwise or applicable law requires a different allocation. The arbitrator may reallocate and award arbitration fees, administrative costs, attorneys’ fees, expert fees, and other costs in the final award to the prevailing party or as otherwise authorized by this Agreement or applicable law. If any required allocation of arbitration fees would make arbitration prohibitively expensive or would render this arbitration provision unenforceable under applicable law, the arbitrator or court may modify the allocation only to the minimum extent necessary to preserve enforceability. CARRIER acknowledges and agrees that Houston, Harris County, Texas is a reasonable and not unduly burdensome location for arbitration and for any court proceeding permitted under this Agreement. Any court proceeding authorized by this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction located in Harris County, Texas, and each party consents to personal jurisdiction and venue in such courts.

7. Miscellaneous.

• 7.1. No Contra Proferentem. Should any provision of this Agreement require judicial interpretation (be it in arbitration or, if agreed, in court), it is agreed that the arbitrator or court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly against the party itself or through its agent prepared the same, it being agreed that the agents of both parties have participated in the preparation hereof.
• 7.2. Waiver. No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such breach. Every right and remedy of each of the parties shall be cumulative and either party, in its sole direction, may exercise any and all rights or remedies stated in this Agreement or otherwise available at law or in equity.
• 7.3. Variations of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons or entity may require.
• 7.4. Notices. All notices and other writings required or permitted to be given under the terms of this Agreement shall be hand delivered or mailed, postage prepaid by certified or registered mail, return receipt requested, faxed to the address or number provided on the applicable Rate Confirmation, or emailed to the email address identified on the applicable Rate Confirmation.
• 7.5. Amendments. Amendments may be made to this Agreement only upon the mutual consent and approval in writing signed by the parties.
• 7.6. Force Majeure. Neither party shall be liable to the other for delay or failure to perform an obligation under this Agreement to the extent such delay or failure is directly caused by an event beyond that party’s reasonable control, including riot, war, terrorism, civil unrest, Act of God, severe weather, natural disaster, flood, fire, earthquake, governmental order or regulation, epidemic, pandemic, labor disruption not limited to the affected party’s own workforce, or widespread interruption of transportation infrastructure; provided, however, that lack of available equipment, driver unavailability, equipment failure, mechanical breakdown, traffic conditions, fuel cost increases, financial hardship, failure of subcontractors or unauthorized third parties, regulatory noncompliance, insurance lapse, or CARRIER’s failure to maintain required personnel, equipment, permits, authority, or insurance shall not constitute force majeure. The party claiming force majeure shall notify the other party in writing within twenty-four (24) hours after the party learned, or reasonably should have learned, of the existence of such condition and shall describe the nature of the event, the expected impact and duration, and the steps being taken to mitigate its effects. Failure to provide timely notice shall constitute a waiver of the right to rely upon such force majeure to the extent the other party is materially prejudiced by the delay. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable. Nothing in this Section shall relieve CARRIER from its obligations relating to cargo already in its possession, custody, or control, including duties of care, security, preservation, communication, mitigation, and delivery. If a force majeure event prevents or materially delays CARRIER’s performance, BROKER may cancel, recover, re-tender, or arrange substitute transportation for the affected shipment without liability for breach, cancellation charges, lost profits, or other consequential damages arising solely from such re-tender or substitution. If the force majeure condition continues for more than twenty (20) days, the unaffected party may terminate the affected obligation or this Agreement upon written notice.
• 7.7. Acceptance by Performance. Performance of any work by CARRIER pursuant to this Agreement shall constitute an acceptance of the terms of this Agreement, regardless of whether or not CARRIER has signed a copy of this Agreement.
• 7.8. Objection to Additional Terms. BROKER objects to any terms proposed by CARRIER, whether in CARRIERs acknowledgement or other form of acceptance of BROKERs offer. Any such terms shall be void and this Agreement shall constitute the complete and entire agreement, along with any non-contradictory terms in the attached Dispatch Order.
• 7.9. Required Papers. CARRIER shall, without further request, provide BROKER with a completed W-9, proof of current insurance coverage as outlined in Section 3.1.16 (Insurance Requirements) of this Agreement, including the stated cargo limit, federal employer identification number (EIN), active operating authority as issued by the FMCSA, and copies of all required permits, certificates, or endorsements necessary to operate in compliance with federal, state, and local regulations. CARRIER shall also promptly provide BROKER with any additional documents or information reasonably requested by BROKER, including but not limited to: bills of lading, signed delivery receipts, time-stamped pickup and delivery photos, proof of delivery, and any other documentation necessary to verify service completion, resolve customer issues, or process payment.
• 7.10. Authorizations. The parties, and specifically the signatories hereto, represent they have the authority to sign this Agreement and bind the respective parties hereto.
• 7.11. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and supersedes all proposals, oral and written, and all other communications between the parties.

Version 2026.09.22 – Effective September 22, 2026. Prior versions may apply to any shipment accepted, booked, dispatched, transported, or Rate Confirmation signed before September 22, 2026.