Baton Trucking, Inc. Terms and Conditions of Contract

You (“Shipper,” “Customer,” or “You”) are a shipper, and/or consignee of commodities (“Goods”) that You wish to have transported by motor carriers (“Motor Carriers”).

Baton Trucking, Inc. (“Baton”) is a transportation broker that arranges transportation by Motor Carriers. Baton is licensed as a broker by the Federal Motor Carrier Safety Administration (“FMCSA”) in Docket Number MC-1071247, and by appropriate State agencies to arrange transportation by Motor Carriers.

By tendering Goods to Baton, you agree to these Terms and Conditions pursuant to which Baton will arrange transportation of Goods by Motor Carriers.

You enter into these Terms and Conditions with Baton pursuant to 49 U.S.C. § 14101(b) and expressly waive any and all rights and remedies that You may have under 49 U.S.C. § 13101 through § 14916 that are contrary to the specific provisions of these Terms and Conditions.

1. Service. Baton’s responsibility is limited to arranging for, but not actually performing, transportation of the Goods.

2. Your Obligations. 

 A. You must comply with all applicable laws and regulations governing the safe and secure transportation of food products that will be ultimately consumed by humans or animals (“Food Shipments”), including those required by local, provincial, state and federal laws, regulations, ordinances and rules including, but not limited to, the Food Safety Modernization Act (21 U.S.C. § 2201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.) (“FD&C Act”), the Sanitary Food Transportation Act (49 U.S.C. 5701, et seq.), the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations. (All of the above regulations are referred to herein as the “Food Safety Laws”). You are responsible for the recordkeeping obligations of a "Shipper" under the Food Safety Laws. You represent and warrant that any Food Shipments offered for transportation pursuant to the Agreement are tendered in safe condition for human or animal consumption, as applicable.

 B. Shipper Written Instructions.

  (i)  You must provide necessary shipping instructions, including the correct classification of the commodities, any seal or padlock requirements, and properly identify all Goods in the bill of lading or other shipping instructions. You must not tender any restricted commodities including, but not limited to, hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, commodities requiring any special handling, or commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation.

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

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

 C. Loading.

  (i)  You are responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured. You will be responsible for expenses arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing. If Shipper is loading food shipments into the motor vehicles transporting the cargo, Shipper is responsible for ensuring that the vehicle or other transportation equipment meets the requirements specified in the Written Instructions and are in an appropriate sanitary condition for transporting the food shipments. Shipper must also ensure that mechanically refrigerated storage compartments or containers required in the Written Instructions have been adequately prepared to transport any temperature-controlled food being shipped and, if required by the Written Instructions, properly pre-cooled.

  (ii)  Shipper is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation. Vehicles and other transportation equipment used to transport food shipments will be deemed acceptable to Shipper upon loading. Shipper’s failure to fulfill the obligations under this section will be considered an act or default of the Shipper, and a defense to any cargo claim resulting from the condition of the trailer.

  (iii)  Unless You have requested that Baton arrange for the Motor Carrier to provide driver count services before dispatch and the Motor Carrier performs such driver count services, Shipper is responsible for properly counting and recording the number of pieces transported and applying a protective seal to the loaded equipment.

 D. Inspection and Loss or Damage to Food Shipments. You acknowledge and agrees that the definition of “adulterated” as applicable to Food Shipments shall be that provided in the FD&C Act (21 U.S.C. §§ 342(a)(i)(4), 342(i)). In the event of apparent adulteration of any portion of a Food Shipment, Shipper will require its consignee to accept the entire shipment and hold the portion that is apparently adulterated for inspection. Shipper warrants that it will at its own expense obtain a reliable inspection of the Food Shipment as soon as possible after delivery by a qualified expert. Shipper acknowledges that the performing Motor Carrier will bear no liability for Food Shipments wrongfully refused by Shipper without a timely and documented determination by a qualified expert of adulteration. Shipper additionally acknowledges that if it fails to provide written instructions, as required above, the performing Motor Carrier will not be liable for loss or damage to Food Shipments deemed adulterated.

 E. Mitigating Damages. None of the provisions in these Terms and Conditions in any way limit Your obligation to mitigate damages, including by salvaging all portions of a shipment for which there is a secondary market.

 F. Recordkeeping. You are responsible for the recordkeeping obligations of a “Shipper” under the Food Safety Laws for all food shipments governed by these Terms and Conditions.

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

 H. Your Equipment. If You request that Baton arrange transportation of Goods contained in Your owned or leased equipment, You agrees to provide equipment that is roadworthy and meets all applicable legal requirements. Baton will contractually require each entity who takes control of such equipment to be responsible for loss or damage to the equipment to the extent caused by such entities negligence or willful misconduct.

3. Receipts and Bills of Lading. If requested by You, Baton will provide You with proof of acceptance and delivery in the form of a signed Bill of Lading or Proof of Delivery Any document required by these Terms and Conditions may be presented in either paper or electronic form. Shipper’s insertion of Baton’s name on the bill of lading will be for convenience only and will not change Baton’s status as a broker. The terms and conditions of any documentation used by Baton or a Motor Carrier will be subordinate to the terms of these Terms and Conditions.

4. Payment. Baton will invoice You for its services in accordance with the rates, charges that are mutually agreed to between the Parties. You agree to pay Baton’s invoice, if undisputed, within thirty (30) days of the date of the invoice. Baton may assess a service charge of 1% per month (or the highest lawful rate, if less) on any late payments.

5. Provisions Regarding Handling of Cargo and Cargo Loss and Damage.

 A. Liability of the Motor Carriers. Baton will select only Motor Carriers who agree to be liable for cargo loss, damage, and delay pursuant to 49 U.S.C. 1§4706, subject to a limitation of $100,000 per shipment. Motor Carrier liability will not exceed $100,000 per shipment, unless Baton is notified in writing by You of a higher value prior to shipment pickup and with reasonable advance notice and Baton and/or the Motor Carrier have accepted, in writing, the increased liability.

 B. Cargo Liability of Baton. You understand and agree that Baton is not a motor carrier or freight forwarder and Baton will not be liable for loss, damage or delay in the transportation of Goods.

 C. Time Limits. All cargo claims must be filed by You directly with the responsible Motor Carrier. Claims must be filed within nine (9) months of the date of delivery or expected delivery of the Cargo. Any action at law regarding a cargo claim must be filed with the Motor Carrier within two (2) years and one (1) day of the date the Motor Carrier declines to pay any part of the cargo claim.

 D. Defenses. Unless negligent, the Motor Carriers will not be liable for loss or damage caused by an Act of God, the public enemy, the authority of law, inherent vice of the Goods, or an act or default of You, the shipper, consignor, consignee or beneficial owner of the Goods.

 E. Disclaimer of Liability for Certain Types of Damages. In no event will Baton or the Motor Carrier be liable to You or anyone for special, incidental, or consequential damages.

6. Hazardous Materials. You must provide Baton with advance notice of the proposed shipment of any hazardous material, as defined in 49 U.S.C. § 5101, et seq. in the United States (“Hazardous Material”) and provide a copy of the Material Safety Data Sheet for that Hazardous Material. You will indemnify, defend and hold harmless Motor Carriers and Baton, their officers, employees, agents and insurers, against all claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to, or release of any Hazardous Material, including without limitation fines or expenses relating to the removal or treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous Material under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. as amended (“CERCLA”), The Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., as amended (“RCRA”) or any comparable state law.

7. Assignment/Modifications of Agreement. These Terms and Conditions will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. These Terms and Conditions may not be assigned by either Party without the written consent of the other Party, except to any wholly-owned subsidiary of such Party. No amendment or modification of the terms of these Terms and Conditions will be binding unless in writing and signed by the Parties.

8. Independent Contractor. It is understood between Baton and You that Baton is not an agent for the Motor Carrier or You and will remain at all times an independent contractor. You do not exercise or retain any control or supervision over Baton, its operations, employees, or the Motor Carriers. Baton does not exercise or retain any control or supervision over the operations of the Motor Carrier.

9. Force Majeure. If performance by one Party is affected by any condition beyond the reasonable control of such Party, including fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, the performance of obligations under these Terms and Conditions (other than Your obligation to pay for services performed) affected by such condition will be suspended during the continuance of such condition. Neither Party will incur any liability for damages resulting from such suspensions.

10. Governing Law. These Terms and Conditions shall be interpreted in accordance with and governed by the laws of the State of California to the extent that such laws are not inconsistent with the applicable federal laws or regulations, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Any disputes arising under these Terms and Conditions shall be brought in the state or federal courts in California.

11. Publicity/Confidentiality.

 A. Publicity. Neither Party will use the other Party’s name or identity in any advertising or promotional communications without written consent.

 B. Confidentiality. The Parties will not publish, use or disclose the contents or existence of these Terms and Conditions except (1) as necessary to conduct their operations pursuant to these Terms and Conditions, (2) to the extent required by a governmental agency, under a court order or as otherwise required by law, provided that the receiving Party has notified the other Party of such governmental or court action before disclosing the Information, (3) to obtain financing, or (4) to auditors retained for the purpose of assessing the accuracy of freight bills or similar purposes. These confidentiality obligations will not prohibit or limit the receiving Party’s use of information (1) previously known to it and not subject to any confidentiality restrictions, (2) acquired by it from a third party which is not, to the receiving Party’s knowledge, under an obligation not to disclose such information, or (3) which is or becomes publicly available through no breach of these obligations by the receiving Party or its employees or agents of these confidentiality obligations.

 C. You agree that Baton’s costs for services is confidential and need not be disclosed to You. You specifically waive any rights You may have under 49 CFR § 371.3.

12. Entire Agreement.

These Terms and Conditions, including all Appendices attached hereto, constitute the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof.

Baton Transportation, LLC Terms and Conditions of Contract

Baton is licensed as a motor carrier by the Federal Motor Carrier Safety Administration (“FMCSA”) in Docket Number MC 1285598 and by appropriate State agencies.

You (“Shipper” or “You”) to satisfy some of your transportation needs, desires to use the services of Baton to provide transportation and related services for your cargo (“Goods”).

By tendering Goods to Baton, you agree to these Terms and Conditions pursuant to which Baton will provide transportation and related services to you.

The parties enter into these Terms and Conditions pursuant to 49 U.S.C.1 § 4101(b) and expressly waive any and all rights and remedies that each may have under 49 U.S.C.1 § 3101 through § 14914 that are contrary to the specific provisions of these Terms and Conditions.

1. Service. Baton agrees to provide transportation and related services to Goods as agreed in writing between the Parties.

2. Your Obligations. 

 A. You must comply with all applicable laws and regulations governing the safe and secure transportation of food products that will be ultimately consumed by humans or animals (“Food Shipments”), including those required by local, provincial, state and federal laws, regulations, ordinances and rules including, but not limited to, the Food Safety Modernization Act (21 U.S.C.2 § 201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C.3 § 41, et seq.) (“FD&C Act”), the Sanitary Food Transportation Act (49 U.S.C. 5701, et seq.), the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R.1 § .900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations. (All of the above regulations are referred to herein as the “Food Safety Laws”). You are responsible for the recordkeeping obligations of a ‘Shipper” under the Food Safety Laws. You represent and warrant that any Food Shipments offered for transportation pursuant to the Agreement are tendered in safe condition for human or animal consumption, as applicable.

 B. Shipper Written Instructions.

  (i)  You must provide necessary shipping instructions, including the correct classification of the commodities, any seal or padlock requirements, and properly identify all Goods in the bill of lading or other shipping instructions. You will not tender any restricted commodities including, but not limited to, hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, commodities requiring any special handling, or commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation.

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

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

 C. Loading.

  (i)  You are responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured. You will be responsible for expenses arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing. If Shipper is loading food shipments into the motor vehicles transporting the Goods, You are responsible for ensuring that the vehicle or other transportation equipment provided meets the requirements specified in the Written Instructions and are in an appropriate sanitary condition for transporting the food shipments. You must also ensure that mechanically refrigerated storage compartments or containers required in the Written Instructions have been adequately prepared to transport any temperature-controlled food being shipped and, if required by the Written Instructions, properly pre-cooled.

  (ii)  Shipper is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation. Vehicles and other transportation equipment used to transport food shipments will be deemed acceptable to Shipper upon loading. Shipper’s failure to fulfill the obligations under this section will be considered an act or default of the Shipper, and a defense to any cargo claim resulting from the condition of the trailer.

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

 D. Inspection and Loss or Damage to Food Shipments. You acknowledge and agrees that the definition of “adulterated” as applicable to Food Shipments shall be that provided in the FD&C Act (21 U.S.C.3 §§ 42(a)(i)(4), 342(i)). In the event of apparent adulteration of any portion of a Food Shipment, You will require your consignee to accept the entire shipment and hold the portion that is apparently adulterated for inspection. You warrant that you will at your own expense obtain a reliable inspection of the Food Shipment as soon as possible after delivery by a qualified expert. You acknowledge that Baton will bear no liability for Food Shipments wrongfully refused by You without a timely and documented determination by a qualified expert of adulteration. You additionally acknowledge that if it fails to provide written instructions, as required above, Baton will not be liable for loss or damage to Food Shipments deemed adulterated.

 E. Mitigating Damages. None of the provisions in these Terms and Conditions in any way limit Your obligation to mitigate damages, including by salvaging all portions of a shipment for which there is a secondary market.

 F. Recordkeeping. You are responsible for the recordkeeping obligations of a “Shipper” under the Food Safety Laws for all food shipments governed by these Terms and Conditions.

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

 H. Equipment. Baton will provide safe, operational equipment and not supply any trailers or containers that have been used to transport hazardous wastes (as defined in 40 CFR2 § 61), or other noxious products, whether or not defined as hazardous wastes under 40 CFR Part2 § 61.

3. Receipts and Bills of Lading. If requested by You, Baton will provide You with proof of acceptance and delivery in the form of a signed Bill of Lading or Proof of Delivery. Any document required by these Terms and Conditions may be presented in either paper or electronic form.

4. Payment for Services. Baton will invoice You for its services in accordance with the rates, charges and provisions mutually agreed to between the Parties. You agree to pay Baton’s invoice, if undisputed, within thirty (30) days of the date of the invoice. Baton may assess a service charge of 1% per month (or the highest lawful rate, if less) on any late payments.

5. Cargo Loss and Damage.

 A. Liability. Baton agrees to be liable for loss, damage, or delay to Goods pursuant to the provisions of the 49 U.S.C. 14706 (or successor regulation to such Carmack Amendment), up to a maximum liability of $100,000 per shipment. Baton’s liability for any one shipment will not exceed $100,000, unless Baton is notified in writing by You of a higher value prior to shipment pickup and with reasonable advance notice and Baton accepts, in writing, the increased liability. Processing of claims for loss, damage, or delay will be governed by 49 CFR §370

 B. Time Limits. All claims for cargo loss, damage, or delay must be filed in writing with Baton within nine (9) months of the date of delivery or expected delivery of the Goods. Any action at law regarding a cargo claim must be filed within two (2) years and one (1) day of the date Baton declines to pay any part of the cargo claim.

 C. Defenses. Unless negligent, Baton will not be liable for the following: (1) damage to Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of the Goods (unless Baton has provided loading or unloading services at Your request, in which case Baton may be liable for cargo damage caused by such loading or unloading services); (2) inherent vice or defect in the Goods transported, including, without limitation, rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products; (3) act of God or the public enemy; or (4) an act or default of You, consignor, consignee or beneficial owner of the Goods.

 D. Disclaimer of Liability for Certain Types of Damages. In no event will Baton be liable for special, incidental, or consequential damages that relate to loss, damage or delay, unless You have informed Baton in written or electronic form, prior to or when tendering a shipment or series of shipments, of the potential nature, type and approximate value of such damages, and Baton specifically agrees in written or electronic form to accept responsibility for such damages. In no event will Baton be liable to You for punitive or exemplary damages.

 E. Refused Shipments –Warehouse Liability. If any consignee refuses to accept Goods tendered by Baton or if Baton is unable to deliver the Goods for any reason outside its control, Baton will notify You within twenty-four (24) hours of failed delivery of such failure and the reason therefor. Upon notification, You will have twenty-four (24) hours within which to decide whether to store or re-route the Goods to an alternative destination or back to the Shipper. If You advises and instructs Baton to stop movement of the Goods and to hold it in transit or You fails to provide timely instruction, at such point, the liability of Baton will become that of a warehouseman. In such event, Baton will use ordinary care to keep the Goods in a safe and suitable place for storage. You will be responsible for storage costs and other reasonable costs incurred by Baton for warehouseman services. If You gives Baton timely disposition instructions, Baton will use any commercially reasonable steps to abide with such instructions. You will pay any additional transportation or other costs incurred in complying with Your disposition instructions.

6. Hazardous Materials. You must provide Baton with advance notice of the proposed shipment of any hazardous material, as defined in 49 U.S.C. § 5101, et seq. in the United States (“Hazardous Material”) and provide a copy of the Material Safety Data Sheet for that Hazardous Material. You will indemnify, defend and hold harmless Baton, their officers, employees, agents and insurers, against all claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to, or release of any Hazardous Material, including without limitation fines or expenses relating to the removal or treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous Material under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. as amended (“CERCLA”), The Resource Conservation and Recovery Act, 42 U.S.C.6 § 901, et seq., as amended (“RCRA”) or any comparable state law.

7. Assignment/Modifications of Agreement. These Terms and Conditions will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. These Terms and Conditions may not be assigned by either Party without the written consent of the other Party, except to any wholly-owned subsidiary of such Party. No amendment or modification of the terms of these Terms and Conditions will be binding unless in writing and signed by the Parties.

8. Severability / Survivability. If the operation of any portion of these Terms and Conditions results in a violation of any law, or a court of competent jurisdiction determines any provision to be invalid or unenforceable, the Parties agree that such portion or provision will be severable and that the remaining provisions of the Agreement will continue in full force and effect.

8. Independent Contractor. It is understood between Baton and You that Baton is not an agent f or You and will remain at all times an independent contractor. You do not exercise or retain any control or supervision over Baton, its operation or employees.

10. Force Majeure. If performance by one Party is affected by any condition beyond the reasonable control of such Party, including 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 or requisition for national defense, and provided that the applicable condition is not attributable to the acts or omissions of such Party, and such Party is taking reasonable measures to remove or mitigate the effects of the applicable condition, then the performance of obligations under these Terms and Conditions (other than Your obligation to pay for services performed) affected by such condition will be suspended during the continuance of such condition, and such Party will promptly notify the other Party of such condition. Such period of suspension will not in any way invalidate these Terms and Conditions, but on resumption of operations, any affected performance by such Party will be resumed.

11. Governing Law. These Terms and Conditions shall be interpreted in accordance with and governed by the laws of the State of California to the extent that such laws are not inconsistent with the applicable federal laws or regulations, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Any disputes arising under these Terms and Conditions shall be brought in the state or federal courts in California.

12. Publicity/Confidentiality. 

 A. Publicity. Neither party will use the other party’s name or identity in any advertising or promotional communications without written consent.

 B. Confidentiality. The Parties will not publish, use or disclose the contents or existence of these Terms and Conditions except (1) as necessary to conduct their operations pursuant to these Terms and Conditions, (2) to the extent required by a governmental agency, under a court order or as otherwise required by law, provided that the receiving Party has notified the other Party of such governmental or court action before disclosing the Information, (3) to obtain financing, or (4) to auditors retained for the purpose of assessing the accuracy of freight bills or similar purposes. These confidentiality obligations will not prohibit or limit the receiving Party’s use of information (1) previously known to it and not subject to any confidentiality restrictions, (2) acquired by it from a third party which is not, to the receiving Party’s knowledge, under an obligation not to disclose such information, or (3) which is or becomes publicly available through no breach of these obligations by the receiving Party or its employees or agents of these confidentiality obligations.

Baton User Agreement

PLEASE READ THE TERMS OF THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SITE.

By using or viewing the website located at BatonTrucking.com and all of related sites, software, applications or services offered by Baton Trucking, Inc. (the “Site”), You signify your agreement with each specific and separate term of this User Agreement and understand the following in its entirety, unless clearly defined in another agreement between the Parties with an authorized signature from a Baton representative:

This User Agreement, the Baton Trucking Privacy Policy, Terms and Conditions, and all policies posted on our BatonTrucking.com domain, sub-domains, other Baton Trucking sites, the Baton Trucking mobile applications, software, any available Baton Trucking APIs, any specific Baton Trucking applications, and all other related services, websites, applications, and tools furnished to you by Baton Trucking, describe the terms and conditions with which Baton Trucking offers You, a registered user, (also referred to as “you”, “your”, “user”, or “Baton Trucking user”) may access and use our logistics website services (collectively, “Services”). When You accept the terms and conditions of this User Agreement, You hereby agree and acknowledge that at any time and in our sole discretion, we may modify the terms and conditions of this User Agreement. If we make changes to the terms and conditions of this User Agreement, we will notify you of such changes, through email and/or by posting the modified User Agreement on the Baton Trucking website and by updating the “Last Revised Date” at the bottom of this User Agreement. All modified terms and conditions shall take effect immediately after posting to the Baton Trucking website, or upon the stated date included within our notice. Your continued use of the Baton Trucking Services following the effective date of such changes will constitute your acceptance and consent to any and all modified terms. This Agreement may not be modified, amended, and/or changed by You in any manner. Furthermore, You agree that we may modify this User Agreement or discontinue our Services at any time and without notice and without any liability or responsibility to You.

The legal entity You are entering into this User Agreement with is Baton Trucking LLC, a California Corporation, located at 391 Grove Street, San Francisco, CA 94102.

Please note that this User Agreement contains an arbitration clause and class action waiver that governs how claims against Baton Trucking can be brought by you as a user. By agreeing to the terms of this User Agreement, you acknowledge and agree to submit all claims you have against Baton Trucking through final binding individual arbitration and you waive any right to participate in class actions, class arbitrations, or representative actions.

License and Acceptable Use. The Baton Trucking Services contain copyrighted material, inventions, know-how, potential patentable business method material, design logos, phrases, names, logos or applications, and code (“Intellectual Property Content”) all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests, and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look”, “feel”, “appearance”, and “graphic function” of our Services including but not limited to its color combinations, sounds, layouts, and designs. You agree and acknowledge that your use of the Baton Trucking Services does not confer upon You any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, reverse engineer modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks, and copyrights are held by their rightful owners. Baton Trucking grants to you a non-exclusive, non-transferable (except as permitted below), worldwide limited license to make use of the Baton Trucking Services. This license does not include any resale of Baton Trucking Services, or its contents. You may not collect and/or use any shipment listings, descriptions, or prices for any reason. You may not engage in: any derivative use of any Baton Trucking Service or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to You in this User Agreement are reserved and retained by Baton Trucking or its licensors, suppliers, users, rightsholders, or other content providers. No Baton Trucking Service, nor any part of any Baton Trucking Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Baton Trucking. You may not misuse Baton Trucking Services. You may use the Baton Trucking Services only as permitted by law.

Trademarks, Copyrights and Restrictions. This site is controlled and operated by Baton Trucking or its representatives. All material on the Site, including, but not limited to, images, illustrations, audio clips and video clips, is protected by copyrights, trademarks, registered and unregistered, and other intellectual property rights which are owned and controlled by Baton Trucking or by other parties that have licensed their material to Baton Trucking. Material from any website owned, operated, licensed, or controlled by Baton Trucking may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by email or other electronic means unless otherwise agreed to in writing by Baton Trucking. The materials on the Site may not be used for commercial benefit without prior expressed written permission by Baton Trucking. Baton Trucking authorizes you to view and access a single copy of the content available on or from the Site solely for your personal use, and any modification of the materials on the Site or use of the materials for any other purpose is a violation of the copyrights and other proprietary rights. Except as expressly permitted by these terms and/or some other written agreement between you and Baton Trucking, the use of any such material on any other website or networked computer environment is prohibited. The Site may contain other proprietary notices, trademark and/or copyright information, the terms of which must be observed and followed. Information on the Site may be changed or updated without notice. In addition, decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software on the Site into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited. You shall not engage in “spidering,” “screen scraping,” “database scraping,” harvesting of user information, or any other automatic means of accessing, logging-in or registering on this website, or obtaining or accessing any information from or through the Site. You shall not use the Site in any manner with the intent to interrupt, damage, disable, overburden or impair the Site, or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.You may not use the Site in order to transmit, post, distribute, store or destroy material.

Payment Terms. Payment terms shall be defined in a separate agreement between the parties. If any payment term is not agreed to by the Parties, the Parties agree to follow, without exception and as a precondition to this User Agreement, all terms and conditions located at www.batontrucking.com/terms-and-conditions.

Services. Any contractual agreements between You and Baton Trucking will be documented through a separate written agreement between You and Baton Trucking, although the process may be initiated by submitting information through the Site. Baton Trucking’ receipt of any transaction request information does not signify acceptance of any offer regarding the terms of such transaction. Baton Trucking RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ANY PRODUCTS OR SERVICES DESCRIPTIONS LISTED ON THE SITE, INCLUDING ANY PRICES FOR SUCH PRODUCTS OR SERVICES.

Mobile Application Usage. When using the Services on a mobile device and/or the Baton Trucking mobile application, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your good personal judgment while driving, (iii) not interact with the app, unless your vehicle is stationary and legally parked; (iv) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes. Baton Trucking does not warrant that the mobile application will be compatible or interoperable with your mobile device or any other piece of hardware, software, or equipment. Furthermore, you acknowledge that compatibility and interpretability problems can cause the performance of your mobile device to diminish or fail completely, and may result in permanent damage to your mobile device, and corruption of the software and files located on your mobile device, and Baton Trucking shall have no liability should these problems arise. You assume all responsibility and risk for the use of the Baton Trucking Services and mobile applications. You may only access the Service using authorized means. It is your responsibility to check to ensure you download the correct application for your device. Baton Trucking is not liable if you do not have a compatible mobile device or if you download the wrong version of the application for your mobile device. Baton Trucking reserves the right to terminate the Service and the use of the application should you be using the Service or application with an incompatible or unauthorized device. You will comply with all applicable law from your home nation, the country, state, and/or city in which you are present while using the application or Service.

Information You Submit. You solely are responsible for any information You provide to us or other users in the registration, shipping, transportation process, or any other use of our Services. Your personal information and any shipment listings must be true, legal, accurate, and non-fraudulent. You authorize Baton Trucking to use information You supply to us in connection with our Services and in accordance with this User Agreement. You acknowledge and agree that our Services act as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we reserve the absolute right to remove or restrict any communication or information that You may post to the Baton Trucking Services that is in violation of this User Agreement, illegal, threatening, or lewd. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information. Furthermore, You expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that You post on the Baton Trucking Services, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, transferable, worldwide, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that You have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information: (a) Will not violate any international, federal or state law, regulation, rule, or statute; (b) Will not violate the terms of this User Agreement; (c) Will not infringe upon any third party's intellectual property rights including but not limited to copyright, patent, or trademark rights; (d) Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography; (e) Will not be libelous, threatening, harassing, or defamatory. This specifically includes making legal claims of any sort about Baton Trucking employees, agents, other users, or any of the Baton Trucking Services; (f) Will not knowingly contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our Services, operation of any of our systems, and/or create or impose a large burden or load on our Services; (g) Will not scan or test the vulnerability or security of our Services or the system within which our Services operate; (h) Will not be used for commercial or public purposes outside of the requirements of this User Agreement; (i) Will not knowingly create liability for Baton Trucking through your use of Baton Trucking’s Services; (j) Will not frame or link to our Services without our written permission; and (k) Will not knowingly involve the upload, or insertion of, any programming language or code into or onto our Services.

Information Posted Publicly. Unless otherwise indicated, You are authorizing Baton Trucking to use or repurpose this information within the scope of the Baton Trucking Services and this User Agreement, including in a user identifiable manner. In order to maintain the safety, security, and integrity of the Baton Trucking Service, You may not provide contact information to other users prior to booking and never on any public area of the site.

Information Posted Privately. For any information You provide that is expressly not intended to be made public, You grant Baton Trucking a right to use the information in aggregate or in a non-user identifiable manner pursuant to Baton Trucking’s privacy policy which can be found at www.baton.io/privacy-policy or elsewhere on baton.io.

Some portions of the Baton Trucking platform implement third party services, including API(s). Your use of the Baton Trucking platform is subject to each individual third party’s terms of services.

Right to Suspend or Remove Users. We reserve the absolute right to reject or suspend your participation, or remove You from your current participation, with the Baton Trucking Services at any time and for any reason or for no reason and without notice to You. We are not liable for any damage or loss resulting from such hold, suspension, or removal. An event that may result in the suspension or removal of your participation. Baton Trucking has no obligation to disclose the reason for actions taken under this section. All decisions are final.

Feedback. Baton Trucking may request or allow, You or a third party to rate each other by leaving feedback for one another. You shall indemnify Baton Trucking for any and all claims regarding feedback You provide or feedback offered by a third-party regarding You.. You agree that You will not use your Baton Trucking feedback in any venue other than Baton Trucking. Users should always use caution and good judgment when leaving feedback for another user because users could be held legally responsible for damages to a user’s reputation if a court were to find that the remarks constitute libel or defamation. Under federal law (the Communications Decency Act), because Baton Trucking does not censor feedback or investigate it for accuracy, Baton Trucking is not legally responsible for the remarks that users post, even if those remarks are defamatory. However, this law does not protect the person who leaves the feedback from responsibility for it. To maintain the integrity of the feedback system, feedback left for a user may be a permanent part of that user’s profile and Baton Trucking may not be able or willing to edited feedback at a later date. Users should resolve any misunderstandings prior to leaving feedback, as most misunderstandings can and are resolved quickly through direct communication.

Dispute Resolution. Disputes between You and Baton Trucking regarding our Services should be reported to [email protected] and are otherwise governed by this User Agreement. In the event that you have a dispute with another user, we will attempt to resolve any disputes through a customer service protocol. Because we are a neutral venue, however, we are not responsible for successfully resolving any disputes, nor are we responsible for any decisions made or actions taken in a reasonable effort to assist in the resolution of a dispute involving you. If You report a dispute to Baton Trucking, we will make reasonable efforts to help both parties communicate; however, all disputes must be resolved directly between You and the other party. Therefore, if we are contacted by a user who claims to have a dispute with You regarding transactions completed on Baton Trucking and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the Baton Trucking user and You agree to release us from any and all liability associated therewith. We encourage You to report all user-to-user disputes to law enforcement officials, or a certified mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.

Prohibited and Restricted Items. Full responsibility rests with the consigner to comply with all laws and regulations that relate to hazardous, restricted, and perishable material. Anyone who sends, or causes to be sent, a non-mailable or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment), including but not limited to those specified in 18 U.S.C.

No Agency. You hereby agree and acknowledge that your execution of this User Agreement, your provision of services and/or your use of the Baton Trucking Services, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship with us and furthermore that no affiliation, association or connection exists between You and Baton Trucking.

Release. Should you have a dispute with one or more Baton Trucking users, You release Baton Trucking, Inc., its officers, directors, agents, advisors, attorneys, accountants, and employees from all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes and/or this User Agreement.

Confidentiality/Non-Disclosure. As a result of the performance of this User Agreement and whether due to any intentional or negligent act or omission, we may disclose to You or You may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business (“Our Information”). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this User Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited. All obligations contained in this User Agreement shall survive the termination of this User Agreement. Furthermore, You acknowledge that our information is proprietary, confidential, and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief in addition to recovery for damages.

Record Keeping/Audit. Baton Trucking reserves the right to keep all records of any and all transactions and communications between You and other users for administration purposes in accordance with all applicable laws and regulations. All records will be kept in accordance with applicable privacy laws and regulations and You are required to do the same. Baton Trucking is not required to provide you of any records of any transaction or communication between You and Baton Trucking or any third party.

Non-solicitation. During the term of this User Agreement You shall not solicit to hire nor hire our employees of whom You become aware of through the performance of this User Agreement. Furthermore, You shall not otherwise interfere with any of Baton Trucking’s other business relationships including but not limited to those with other Baton Trucking users, vendors, or business associates. Specifically, You shall not knowingly, directly or indirectly, solicit or attempt to solicit, divert, and/or send marketing content to any Baton Trucking user in which you initially met through Baton Trucking.

Unsolicited Idea Submission. We always want to receive messages and feedback from Baton Trucking users and welcome any comments regarding the Baton Trucking website. However, Baton Trucking policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by Baton Trucking might be similar or even identical to your idea. If You do send Baton Trucking an unsolicited suggestion, idea, or proposal, or if You send, at the request of Baton Trucking, a comment or suggestion to improve the Baton Trucking Website (for example, through discussion boards or via email) (collectively, the “Submission”), Baton Trucking will consider the Submission to be non-confidential and non-proprietary. Baton Trucking shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. Baton Trucking shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

Remedies. If You use our Services in violation of this User Agreement include, we are authorized to take action against you as a user and/or take action against your Baton Trucking account which may include, but is not limited to, the immediate removal of your shipment(s), offers, bids and/or profile, notifying our users of your actions, issuing a warning, temporarily suspending your user status, and/or terminating your user status.

Limited Liability and No Warranty. Baton Trucking, its affiliates, and each of their directors, officers, employees, and authorized representatives DO NOT WARRANT THAT THE WEB SITE IS ERROR-FREE OR THAT THE WEB SITE WILL BE PROVIDED. MATERIALS FOUND WITHIN THIS WEB SITE MAY CONTAIN TECHNICAL INACCURACIES OR OTHER ERRORS. ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Baton Trucking, its affiliates and each of their directors, officers, employees and authorized representatives DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Baton Trucking, its affiliates and each of their directors, officers, employees and authorized representatives MAKE NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE SITE OR ANY WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS. Some jurisdictions do not allow the disclaimer of implied warranties, so these limitations may not apply; however, they SHALL apply to the greatest extent permitted by law.

Damages. Baton Trucking, its affiliates and each of their directors, officers, employees and authorized representatives WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND/OR CONSEQUENTIAL DAMAGES (SUCH DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, AND/OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SERVICES) HOWEVER ARISING, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE Baton Trucking, its affiliates, and each of their directors, officers, employees, and authorized representatives SHALL HAVE NO LIABILITY TO YOU FOR ANY CLAIM BROUGHT AGAINST YOU BY A THIRD PARTY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IF ANY OF Baton Trucking, its affiliates and their Respective directors, officers, employees and authorized representatives is RESPONSIBLE FOR ANY DAMAGES, THE MAXIMUM AMOUNT YOU MAY RECOVER FOR ANY AND ALL CLAIMS RELATING TO THIS YOUR USE OF THE WEB SITE SHALL NOT EXCEED TWO HUNDRED DOLLARS ($200). Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so these exclusions may not apply; however, they shall apply to the greatest extent permitted by law.

Nothing on the Site constitutes an offer to sell or a solicitation to buy securities. No failure or delay by Baton Trucking in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder by Baton Trucking preclude further exercise. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms of Use.

In addition, to the extent permitted by applicable law, we are not liable, and You agree not to hold Baton Trucking responsible, for any damages or losses resulting in any way from this User Agreement, or the following:(a) Viruses or other malicious software obtained by accessing our Services, or tools linked to our Services including those of 3rd party solution providers; (b) Glitches, bugs, errors, or inaccuracies of any kind including information and graphics obtained from or in our Services; (c) The content, actions, or inactions of third parties, including items listed using our Services; (d) Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; (e) Changes to the Service availability, including planned or unplanned Service downtime; Changes to any Baton Trucking products, features, or Services; (f) Your removal from the Baton Trucking website. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You; In such jurisdictions, it is the intent of the parties to this User Agreement to make clear that Baton Trucking’s liability is extremely limited and provides its services “AS IS”, and if this User Agreement is modified by any Court of competent jurisdiction to conform to local law, such modification shall be conducted while preserving the original intent of the parties as closely as possible.

Indemnity. You agree to indemnify and hold Baton Trucking and our officers, directors, agents, advisors, attorneys, accountants, and employees harmless from any claim or demand, including the cost of your attorneys' fees, made by any third party due to or arising out of your negligence, breach of this User Agreement, misuse of Baton Trucking’s Services, or violation of any law, requirements, or the rights of a third party.

Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Baton Trucking Services and your listing, shipping, transporting, and solicitation of offers to ship, transport items, and cause the TSP to do the same.

Arbitration and Waiver of Class Actions. Any legal claim arising out of or relating to this User Agreement or our Services (excluding legal action taken by Baton Trucking to collect our fees or recover damages for, or obtain an injunction relating to, the Baton Trucking operations, intellectual property, or Our Information), shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, including, if necessary, the Optional Rules for Emergency Measures of Protection. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS USER AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT OR USER.

Security. Baton Trucking uses industry standard practices to safeguard your personal information. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Services can be interrupted by numerous factors outside of our control. Therefore, You understand and agree to waive any right or requirements to be notified of any kind of security breach.

Governing Law. THIS USER AGREEMENT AND YOUR USE OF THE SERVICES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Other Terms and Conditions. Without exception and as a precondition to this User Agreement You acknowledge and agree to all relevant terms and conditions located at www.batontrucking.com/terms-and-conditions. You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the Baton Trucking Services. You agree that any additional terms and conditions that apply to your use of our Services shall be considered an effective amendment to this User Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth in those additional terms shall govern.

General. This User Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or a prior course of dealing not made a part of the User Agreement by its express terms. The invalidity or unenforceability of any provision of this User Agreement shall not affect the validity of this User Agreement as a whole and any such provision should be enforced by the authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this User Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation or arbitration involving the enforcement or interpretation of this User Agreement. The section headings used herein are for convenience only and shall not be given any legal import.

Notices. All notices sent to Baton Trucking shall be sent by physical mail to: Baton Trucking, Inc., 325 China Basin St. Unit 607, San Francisco, CA 94158. All notices will be sent to You using the contact information you provide, and may be sent via regular mail, email, text, phone call, or fax.

Drafting. Gaines Law Group has served as counsel to Baton Trucking, Inc. in the preparation of this User Agreement which includes the terms as agreed by the parties. Nothing in this User Agreement shall be construed in favor of or against Baton Trucking by virtue of its role in drafting this User Agreement. Users are encouraged to read this document in its entirety and consult with independent legal counsel regarding questions.

Last Revised Date: January 14, 2020