FREIGHT ASSOCIATE (FA)

Independent Contractor Agreement

Welcome to the TranMazon Freight Associate program (the “Program”). This Freight Associate Program Agreement (this “Agreement”), which incorporates the Program Policies (as defined below), is effective as of the date on which you sign this Agreement (the “Effective Date”) and governs the Freight Associate and related services (the “Services”) performed by the business entity that you represent. This Agreement constitutes a legally binding agreement between TranMazon LLC (“TranMazon”, “we”, “us” or “our”) and you as a 1099 Independent Contractor. All references to this Agreement include the Program Policies. If there is a conflict between the Program Policies and any other section of this Agreement, the Program Policies will prevail. You agree, on behalf as an Independent Contractor, to bind yourself to all the terms and conditions of this Agreement, and you represent and warrant that you have legal authority to bind you to this Agreement.

As a Freight Associate, you will price and coordinate the movement of freight shipments using our Transportation Management System. The Transportation Management System (TMS) is designed to let you operator virtually or remote from home.

1.              Term; Services; Program Policies.

(a)   This Agreement will start on the Effective Date and will continue month by month after the next occurring date, whichever comes first (the “Initial Term”). For example, if you begin to provide Services in August, the Initial Term will continue until the end of September next month based on you paying the required monthly Transportation Management System (TMS)fee of $79.99 monthly. This agreement will be automatic terminated if you fail to meet the monthly TMS system payment requirement.

If either party does not want to renew this month-to-month agreement, that party must notify the other party at least 30 days before the end of the agreement, as applicable.

(b)  During the Term, you as an Independent Contractor agrees to focus on acquiring freight shipper customers for us and to comply with this Agreement when providing Services. You can terminate this contract agreement at any time. 

(c)   From time to time, we may establish additional terms, conditions, policies, guidelines, standards, and rules that will apply to the Services that you provide under this Agreement. We call these “Program Policies”. We may modify, supplement, or add new Program Policies by notifying you as an Independent Contractor. Program Policies are incorporated by reference in this Agreement, which means that Program Policies form a part of your agreement with TranMazon as if they were written in their entirety in this Agreement.

2.              Use of Mobile Technology and Licensed Materials.

(a)   Mobile Technology. We may establish requirements regarding the use of mobile technology, including phone, text, SMS, or mobile applications (collectively, “Mobile Technology”), and you will use the Mobile Technology in accordance with our instructions when providing the Services.

 (b)  Licensed Materials. We expect to provide you with access to tools, software, applications, technology (including Mobile Technology), content, and trademarks (together with any related manuals and other documentation, collectively, “Licensed Materials”) to assist you in the operation of you and to enable you to more effectively provide the Services. If we make any Licensed Materials available to you, TranMazon grants you, during the Term, a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials solely for the purpose of performing the Services. Neither you nor any of its employees, contractors, subcontractors, agents, and representatives (including, for the avoidance of doubt, any individual that you assign to perform the Services) (“Personnel”) will copy, distribute, sublicense, modify, decompile, reverse engineer, or make derivative works based on the Licensed Materials or any part of the Licensed Materials. TRANMAZON LICENSES THE LICENSED MATERIALS TO YOU “AS IS” AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE LICENSED MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. TRANMAZON DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE OR PROVIDE ACCURATE, COMPLETE, OR UP-TO-DATE INFORMATION. TRANMAZON WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR CLAIM CAUSED BY OR ATTRIBUTABLE TO ANY DEFECT OR DEFICIENCY IN ANY LICENSED MATERIALS

3.              Payment Terms. We will pay you as an Independent Contractor for providing freight broker services based on the applicable 35% Profit Pay commission. If you owe any amounts to us, or we pay or are obligated to pay any third party in satisfaction of any obligation (contractual or otherwise) you fails to meet, we can deduct those amounts directly from the payments TranMazon makes to you. You are a 1099 contractor, we DO NOT pay any national, state or local sales or use taxes or value added taxes that you are legally obligated to pay in connection with your commission earnings.

4.              Representations and Obligations.

(a)   You represent and confirms to us, and agrees that:

(i)        you are in good standing with no felonies and has all necessary power and authority to enter into and perform its obligations under this Agreement.

(ii)       you will at all times:

(A) perform and provide services in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services.

(B) comply with all laws, rules, and regulations, including all applicable transportation freight laws (“Laws”);

(C) notify TranMazon immediately after becoming aware that any issue, or if you are found by any governing authority to have violated any Law in connection with providing services.

(E) comply with TranMazon’s and any third party’s safety policies related to TranMazon’s or the third party’s premises and cargo; and

(F) not infringe or misappropriate any third party’s trademarks, trade secrets, confidentiality rights, copyrights, patents, or any other intellectual property or proprietary rights (“Proprietary Rights”).

(b)  You will comply with TranMazon’s Supplier Code of Conduct.

(c)   We make no promises or representations as to the amount of business that you can expect at any time under this Agreement. You can accept or reject any opportunity offered by us. We may give you forecasts, or other projections, but any plans, forecasts, and other projections are subject to change and will not bind TranMazon. We may engage the services of other companies that perform similar services as those provided by you may perform similar services for other customers. We do not make any promise and do not guarantee that you will earn any level of revenue, income, or profits. The results of your business will depend on your own efforts and management of your expenses. TranMazon does not require you to maintain a fixed place of business in the area(s) in which you provide services.

5.              Audits and Records Retention; Data Collection and Use.

(a)   Audits and Records Retention. You will keep true and complete records relating to the services and this Agreement, including with respect to any payments you make to any other person (including yourself) or entity (collectively, “Records”). TranMazon and its designees may inspect the Records to verify you are in compliance with both applicable Law and this Agreement, including the Program Policies.

Within 48 hours of a request, you will provide us with access to, and electronic copies of, all Records requested by us in a form satisfactory to us. You will permit TranMazon and its designees to conduct an inspection within 48 hours of our request. Our rights under this paragraph will survive for three years after you stops providing the Services.

(b)  Data Collection and Use. You acknowledge that data or other information will be collected or generated as you provide Freight Brokerage Services.

To the extent it is not already in TranMazon’s possession, you will provide us with any and all Collected Data upon our request. Certain types of Collected Data may be collected and stored by third parties, and you authorize any third party with access to Collected Data to provide that Collected Data to TranMazon. You consent to TranMazon’s collection and use of Collected Data and agree to obtain any consents from its Personnel or other third parties to enable us to collect and use Collected Data without restriction. You agree that TranMazon owns all Collected Data and that we may use Collected Data and share Collected Data with third parties in our discretion. You waive and releases TranMazon from all claims arising out of or in any way related to our collection, use, or sharing of Collected Data.

6.            Termination.

(a)   In addition to the right of either party to prevent the automatic renewal of this Agreement as set out in Section 1(a) above, this Agreement may be terminated as follows:

(i)    you may terminate this Agreement at any time and for any reason by giving us at least 30 days’ prior written notice of termination; however, you may not terminate this Agreement without cause with an effective date of termination and any termination that would otherwise become effective during that period will be suspended until the next occurring; or

(ii)   TranMazon may terminate this Agreement by providing written notice to you, (A) if you breach this Agreement (including, for the avoidance of doubt, any Program Policy) and fails to cure the breach (if the breach is capable of being cured) within 30 days of receiving written notice of the breach from us.

(b)  If the Payment Terms provided with respect to the Services changes, we will notify you by providing 30 days’ prior written notice to you.

(c)   If you breach this Agreement (including, for the avoidance of doubt, any Program Policy) and at the time of the breach you through our Program (as defined below), then at our request, you will no longer have access to our operation systems.

(d)  If we terminate or decide to not renew this Agreement, we will not be liable for any severance payment, penalty, damages, loss of goodwill, or anticipated income or any expenditures, investments, leases, or commitments made by you.

(e)   In connection with the termination or non-renewal of this Agreement for any reason, you will provide reasonable assistance to us in order to facilitate an orderly transition of the Services to TranMazon.

(f)   The following sections of this Agreement will survive termination or non-renewal of this Agreement: Representations and Obligations; Audits and Record Retention; Data Collection and Use; Termination; Confidentiality; Information Security; Independent Contractor Relationship; Limitation of Liability; Indemnification; Governing Law; Submission to Arbitration; Remedies; Entire Agreement; Assignment; Construction; and Notices.

7.            Confidentiality; Information Security.

(a)   You will:

(i)    protect and not disclose the terms of this Agreement and any other information that is identified as confidential or that reasonably should be considered confidential to TranMazon regardless of when received (“Confidential Information”);

(ii)   use Confidential Information only to fulfill your obligations under this Agreement; and

(iii) promptly return to TranMazon or destroy Confidential Information when requested by us or when this Agreement is terminated or not renewed.

You will not, without our prior written consent, (A) use any trademark or other Proprietary Right of Amazon (except as otherwise expressly permitted by this Agreement), (B) issue press releases or other publicity relating to TranMazon, the Program, or this Agreement, or (C) refer to TranMazon or its Affiliates in any advertising or promotional materials. “Affiliate” means, with respect to any entity (the “subject entity”), any person or other entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

(b)  You will not use any personally identifiable information concerning TranMazon’s customers, suppliers, employees, or contractors, including names, addresses, e-mail addresses, telephone numbers, building or community access codes, and financial information (collectively, “Personal Information” and together with Confidential Information, collectively, “TranMazon Information”), solely for the purpose of providing Services. You will not transfer, disclose or sell Personal Information and will not develop lists of or aggregate Personal Information. You will delete Personal Information upon our request.

(c)   You will comply with TranMazon’s standards for protecting the confidentiality and integrity of all transmissions of TranMazon Information. You will immediately inform TranMazon of any actual or suspected unauthorized access, collection, acquisition, use, transmission, disclosure, corruption, or loss of Amazon Information (each, an “Information Security Incident”), and you will cooperate with TranMazon and take all actions required by TranMazon to rectify all Information Security Incidents. If you are required by Law to retain archival copies of TranMazon Information for tax or similar regulatory purposes, you will store the TranMazon Information in accordance with TranMazon’s information security policies in effect from time to time.

8.            Insurance. If required, you will comply with the insurance requirements set out in the Program Policies.

9.            Value-Added Services. As a benefit of participating in the Program, you will have access to value-added services programs arranged by TranMazon with third-party vendors that have agreed to offer goods and services to assist you in the operation of its business (“VAS Programs”). Any VAS Program is established solely for your consideration, and you are not required to participate in any VAS Program in order to participate in the Program or to provide Services. Your participation in any VAS Program is not essential to the success of your business. We may, in our sole discretion, terminate or discontinue any VAS Program at any time without any liability to you. Our establishment of any VAS Program does not result in our engagement in the underlying business of the VAS Program or confer upon Amazon any responsibility for, or liability from, the VAS Program, including compliance with any applicable licensing requirements. YOU WAIVES ALL CLAIMS IT MAY HAVE AGAINST TRANMAZON ARISING OUT OF OR RELATING TO ITS PARTICIPATION IN ANY VAS PROGRAM.

10.           Independent Contractor Relationship. You are an independent contractor of TranMazon. You have exclusive responsibility for its Personnel, including exclusive control overcompensation, hours, and working conditions. You’s Personnel are not eligible for any employee benefits available to employees of TranMazon or any of its Affiliates. Neither you nor any of its Personnel has any authority to bind TranMazon to any agreement or obligation.

11.          Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a)   TRANMAZON WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL, AND ANY OTHER SIMILAR LOSS; AND

(b)  TRANMAZON’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PROGRAM IS LIMITED TO THE TOTAL AMOUNT PAID BY TRANMAZON TO YOU FOR THE PARTICULAR SERVICES GIVING RISE TO LIABILITY IN THE ONE-MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM, EXCEPT THAT NOTHING IN THIS PARAGRAPH LIMITS TRANMAZON’S OBLIGATION TO PAY YOU FOR SERVICES RENDERED AS REQUIRED UNDER THE TERMS OF THIS AGREEMENT.

12.          Indemnification. You agree to defend and indemnify TranMazon, its Affiliates, and its and their respective directors, officers, employees and agents (collectively, the “TranMazon Indemnified Parties”) and hold them harmless for any loss or damage incurred by them, or any claim brought by a third party against them arising out of or in connection with:

(a)     any act or omission by you, you, your or yours Affiliates, or any of their respective Personnel, including any act or omission resulting in the death of or injury to any person, loss or damage to any property, or any other loss;

(b)    yours breach of this Agreement (including, for the avoidance of doubt, any of the Program Policies);

(c)     any infringement or misappropriation of any Proprietary Right by you, or any of their respective Personnel.

(d)    any negligence, strict liability act or omission, fraud, or willful misconduct of you, or any of their respective Personnel; or

(e)     any failure by you, or your Affiliates to satisfy any obligation (contractual or otherwise) to any third party, including any failure to pay amounts owed to a third party.

Subsection (a) through (e) above are referred to, collectively, as “Claims”. You will not be liable under this Section 12 to the extent liability for a Claim is caused by the negligence or intentional misconduct of the Amazon Indemnified Parties, as determined by a final, non-appealable order of a court having jurisdiction.

You will not consent to the entry of a judgment or settle any Claim without the prior written consent of the TranMazon Indemnified Parties. The TranMazon Indemnified Parties may take control of the defense of any Claim at any time. If the TranMazon Indemnified Parties do not take control of the defense of any Claim, you will use counsel reasonably satisfactory to TranMazon to defend the Claim. You’s obligations under this paragraph are independent of yours other obligations under this Agreement.

13.          Governing Law; Submission to Arbitration. This Agreement is governed by the United States Federal Arbitration Act, applicable United States federal law, and Washington state law, without reference to any applicable conflict of laws rules. ANY DISPUTE ARISING OUT OF THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. To begin arbitration proceedings, you must send a letter requesting arbitration and describing yours claim to TranMazon’s registered agent, which is Corporation Service Company, 1170 Peachtree Street, Atlanta GA 30309. The arbitration will be conducted by the American Arbitration Association (the “AAA”) under its rules, including the AAA’s Commercial Arbitration Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. YOU AND TRANMAZON EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and TranMazon each waive any right to a jury trial. You and TranMazon also both agree that you or TranMazon may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

14.          Modifications; Waivers. We may modify this Agreement (including, for the avoidance of doubt, the Program Policies) at any time by posting a revised version in the Portal or by otherwise providing notice to you. You are responsible for reviewing this Agreement regularly to stay informed of any modifications. IF YOU CONTINUES TO PERFORM THE SERVICES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THIS AGREEMENT, YOU AGREES TO BE BOUND BY THE MODIFICATIONS. IF YOU DOES NOT AGREE TO THE MODIFICATIONS, YOU MUST STOP PERFORMING SERVICES. Neither party waives any right under this Agreement by failing to insist on compliance with any of the provisions, or by failing to exercise any of its rights. Any waivers granted are effective only if recorded in writing signed by an authorized representative of the party granting the waiver.

15.          Remedies; Entire Agreement; Assignment; Construction. The parties’ rights and remedies under this Agreement are cumulative. You acknowledge that any breach of this Agreement by you would cause irreparable harm to TranMazon for which TranMazon has no adequate remedies at law. Accordingly, we are entitled to specific performance or injunctive relief for any breach of this Agreement by you without the necessity of proving damages or posting bond.

If any portion of this Agreement is held to be invalid, then that provision will be modified to the extent necessary to give effect to the commercial intentions of the parties and to make it enforceable, and any invalidity will not affect the remaining provisions.

This Agreement (including, for the avoidance of doubt, the Program Policies) is the complete agreement of the parties relating to the Services and supersedes all prior agreements and discussions relating to the same.

You will not assign (including by merger, stock sale, operation of law, or any other means), subcontract, or delegate any of its rights or obligations under this Agreement without our prior written consent. Any attempt to do so in violation of this section is void in each instance.

The use of the word “including” and similar terms in this Agreement will be construed without limitation. Each party and its counsel have reviewed and jointly participated in the establishment of this Agreement. No rule of strict construction or presumption that ambiguities will be construed against any drafter will apply.

16.          Notices. We may provide notices to you by email sent to any email address that you has on file with us or that you has otherwise designated to us. Notices to you will be effective when sent by us. You may provide notices to us by pre-paid post requiring signature on receipt or personal delivery to the addresses set out below. Notices to TranMazon will be effective when received by us.

17.          The required Freight Associate (FA) Transportation Management System (TMS) Yearly Operation Fee is $499.00 (NON-REFUNDABLE). You can terminate this contract agreement at any time.

Automatic signature confirmation when processing and setting up your Transportation Management System (TMS):