Brightway Terms of Service for B2B Customers

These Terms and Conditions for Freight Broker Services (“Terms”) govern the Services provided by Brightway LLC (“Broker”) to any Shipper, including any entity claiming an interest in goods for which Services are rendered. By engaging Broker, Shipper accepts these Terms, which prevail over any conflicting documents. Broker may modify these Terms at any time, applicable to shipments requested on or after the modification date.

THESE TERMS REQUIRE BINDING ARBITRATION FOR MOST CLAIMS ON AN INDIVIDUAL BASIS, NOT AS PART OF A CLASS ACTION. SEE SECTION 12 FOR ARBITRATION DETAILS.

1. Service

• Broker, as an independent contractor, arranges motor carrier transportation for Shipper’s freight, complying with all applicable laws. Broker does not perform physical transportation.
• Broker is not a motor carrier and does not take possession or control of Shipper’s freight.
• Broker arranges transportation with FMCSA-registered Motor Carriers.

2. Order Transmission

Shipper may place Orders electronically via API or in writing by electronic transmission.

3. Compensation

• Shipper pays agreed freight rates and surcharges, including Broker’s commission and Motor Carrier charges, as per quotes, rate schedules, or spot rates confirmed in writing.
• Invoices are due within 15 days without offset, unless disputed in good faith. Disputed amounts are resolved promptly; wrongful withholding accrues 1.5% monthly interest.

4. Freight Operations

• Broker’s agreements with Motor Carriers require: valid FMCSA authority, insurance certificates, and no “Unsatisfactory” safety rating.
• Motor Carriers maintain: $1M motor vehicle liability, $250,000 cargo insurance, and required workmen’s compensation.
• Motor Carriers comply with all applicable laws and waive liens against Shipper’s freight.

5. Drive-Away Services

Broker may arrange Drive-Away Services upon request, with Shipper providing a transportation order identifying motor vehicles.

6. Receipts and Bills of Lading

Motor Carriers provide signed bills of lading or electronic proof of delivery, noting freight condition. No freight documentation modifies these Terms.

7. Inspection and Claims

• Origin Inspection: Motor Carriers inspect cargo at pickup, noting observable damage.
• Delivery Inspection: Shipper’s agent inspects at delivery, signing with Carrier. Disputes are noted; inspection time is 15 min/vehicle, up to 1 hour/load.
• STI Delivery: For after-hours delivery, Shipper has 2 business days to inspect and send a Letter of Notification (LON) with VIN, damage details, and photos, or claims are denied.
• Liability Limitation: Shipper ensures vehicles are operable; Broker/Carrier not liable for personal property, interior damage, pre-existing conditions, or mechanical issues.
• Vehicle Preparation: Shipper removes/secures non-factory parts and disarms alarms. Broker/Carrier not liable for damages from failure to prepare.
• Claims Process: Broker assists with Carrier claims. Claims must be filed within 9 months and 1 day; civil actions within 2 years of Carrier’s denial.

8. Insurance

• Broker maintains: $150,000 contingent cargo, $1M third-party liability, $1M contingent auto freight broker liability, and $1M commercial general liability.

9. Limitation of Liability

• Broker is not liable for cargo loss/damage unless caused by Broker’s gross negligence, limited to lesser of NADA value or $150,000.
• Carrier is primarily liable under Carmack Amendment. Claims require inspection opportunity.
• No liability for force majeure, Shipper’s acts, or cargo’s inherent vice.
• Liability for damaged cargo is cost to repair or value minus salvage, excluding administrative costs.
• No liability for consequential, indirect, or punitive damages, or identity theft/fraud.

10. Indemnification

• Shipper indemnifies Broker against losses from Shipper’s negligence, law violations, or breach of Terms.
• Broker indemnifies Shipper for Carrier payment claims if Shipper paid Broker timely.

11. Confidentiality

Parties protect each other’s Confidential Information, using it only for these Terms’ purposes, except for public domain information or legally required disclosures. Breaches may warrant injunctive relief.

12. Data Privacy and Security

• Shipper Data: Broker protects Shipper Data, using it only for these Terms. PII/PHI requires prior notice and consent.
• Broker Data: Shipper protects Broker Data, using it only for these Terms. Shipper indemnifies Broker for data breaches.
• Both parties maintain secure data practices with encryption and access controls.

13. Assignment

Neither party may assign these Terms without written consent, which will not be unreasonably withheld.

14. Severability

Invalid provisions are severed, and remaining Terms remain in effect.

15. Independent Contractor

Broker is an independent contractor, not an employee or agent of Shipper. No partnership or agency is implied.

16. Consent to Conduct Business Electronically

Parties agree to use electronic signatures and methods, equivalent to manual signatures.

17. Force Majeure

Obligations are suspended during force majeure events, with reasonable mitigation efforts required.

18. Governing Law and Venue

Governed by Illinois law and federal regulations. Legal proceedings are in Cook County, Illinois courts, with jury trial waived.

19. Marks; No Publicity

Broker requires Shipper’s consent for publicity. Terms’ existence is not disclosed except as needed for operations.

20. Waiver

Failure to enforce Terms does not waive rights.

21. No Third-Parties

No third-party beneficiaries are conferred by these Terms.

22. Complete Agreement

These Terms are the entire agreement, superseding prior representations. Only Broker may amend.

23. Survival

Provisions meant to survive termination will do so.

24. Notice

Notices are in writing, effective upon receipt, sent to: Brightway LLC, Attn: Legal Department, 425 N. Martingale Road, Suite 550, Schaumburg, IL 60173, with a copy to legal@brightway.com, or to Shipper’s provided address.