This Broker-Carrier Agreement (including all terms and conditions incorporated by reference, the "Agreement") is between BacklotCars, Inc. dba OPENLANE, a Delaware corporation with offices at 1100 Main St. STE 1500, Kansas City, MO 64105, (“Broker”) and the legal entity acknowledging and accepting this Agreement through its authorized representative ("Carrier"). In order to provide services to Broker, Carrier must register and be approved by Broker. By registering with Broker or otherwise accepting a shipment from Broker, Carrier agrees to be bound by the terms and conditions of this Agreement and represents that the individual registering with Broker or accepting a shipment from Broker is an authorized representative of Carrier having the authority to enter into this Agreement on behalf of Carrier. This Agreement is effective as of the earlier of the date: (i) accepted or acknowledged by Carrier when registering with Broker; or (ii) Carrier’s acceptance of a tender by Broker ("Effective Date"). Broker may update or amend this Agreement in its sole discretion, without notice, and Carrier’s acceptance of a tender after such update or amendment shall constitute Carrier’s acceptance of the updated or amendment Agreement. This Agreement shall govern all of the services requested by Broker and provided by Carrier.
WHEREAS, Broker is duly licensed as a property broker to arrange for the transportation of property by third-party motor carrier under permit MC - 105562 issued by the Federal Motor Carrier Safety Administration ("FMCSA").
WHEREAS, Carrier is a duly licensed motor carrier which has been issued an operating authority by the FMCSA that authorizes Carrier to provide transportation service for the shipments tendered to it by Broker.
NOW, THEREFORE, intending to be legally bound, the parties enter into this Agreement in accordance with 49 U.S.C. §14101(b)(1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. § 13101 through §14914 to the extent contrary to the specific provisions of this Agreement and agree as follows:
1. Description of Services: During the term of this Agreement, Broker may tender to Carrier, and Carrier agrees to accept from Broker, from time-to-time, shipments consisting of automotive freight for transport between points within the United States or other points as requested by Broker. Carrier will, using due care, pick - up, and when requested, transport in a timely manner, and deliver in the same condition, the shipments which are tendered by Broker to Carrier, in accordance with the terms set forth in this Agreement ("Services"). Every shipment tendered to Carrier by Broker on or after the date of this Agreement will be deemed to be a tender to Carrier as a motor contract carrier and will be subject to the terms of this Agreement, Broker's Terms and Conditions, (to the extent applicable and which are posted online at (www.openlane.com)), and applicable law. In the event of a conflict between the terms and provisions of this Agreement and Broker's Terms and Conditions, the terms and provisions of this Agreement shall control. In the event this Agreement is silent on a particular subject, the provisions of Broker's Terms and Conditions, if applicable, shall control.
2. Non - Exclusive; No Minimum Volume: It is understood and agreed between the parties hereto that this is a non-exclusive agreement and that Carrier shall be free to accept freight for transportation other than from Broker and that Broker shall be free to tender freight for transportation to companies other than Carrier. This Agreement does not obligate Broker to tender any minimum volume of cargo to Carrier.
3. Carrier’s Operating Authority: Carrier represents and warrants that it is fully authorized to lawfully provide the Services covered by this Agreement in all the jurisdictions covered by this Agreement, as a contract carrier of automotive freight for interstate and intrastate transport in the United States. Carrier further represents and warrants that a true, correct, and complete copy of the required local, state, and federal operating licenses, permits and certificates of Carrier shall be submitted to Broker upon execution of the Agreement. Carrier will obtain and keep, in good standing during the term of this Agreement, all local, state, and federal permits, licenses and registration requirements and pay any governmental charges necessary to allow the Carrier to provide the Services set forth in this Agreement.
4. Carrier’s Legal and Regulatory Compliance: Carrier represents and warrants that it has and will comply with all federal, state, and local laws, codes, regulations, rules, and orders applicable to the performance of the Services hereunder. The parties acknowledge that in the event the failure of Carrier to comply with or conform to the foregoing results in different or additional charges for the Services, Carrier will be responsible for such different or additional charges and indemnify Broker and its customers from such charges.
5. Carrier’s Operating Responsibilities: Carrier will be responsible for the procurement and operation of the vehicles it uses and the employment, training, supervision, and control of the drivers and agents. Carrier will be responsible for safe and lawful operation of the vehicles used in the performance of the Services and will assume all costs, expenses, and liabilities incident to or arising out of furnishing, maintaining, repairing, or operating motor vehicles and other equipment, labor, fuel, supplies, and insurance. Under no circumstances shall a Carrier drive a vehicle in excess of 100 miles in order to complete a shipment. Carrier will notify Broker promptly by telephone of any accident, theft, or other occurrence that impairs the safety of or delays the delivery of Broker’s customer's goods. Carrier shall comply with all applicable laws relating to the transportation of hazardous materials as defined in 49 C.F.R. Subchapter C (“Hazardous Materials”) to the extent that any shipments under this Agreement constitute Hazardous Materials. Carrier will, at all times during the term of this Agreement, holds and shall maintain during the term of this Agreement, a "Satisfactory" or "Unrated" safety rating under the Carrier Safety Management System, implemented under the FMCSA Compliance, Safety, Accountability ("CSA") program, with respect to Carrier’s operations in the United States, or a substantially equivalent rating for any operations outside of the United States. Carrier agrees to notify Broker immediately if its safety rating changes, or if it is found by any governing authority to have violated any law or regulation related to safety or insurance coverage. Under no circumstances shall Carrier provide Services to Broker if Carrier maintains or is issued a “Conditional” or “Unsatisfactory” safety rating.
6. Receipts: Carrier agrees to provide evidence of pickup in the form and app designated by Broker indicating the quantity of vehicles picked up and a description of each vehicle, including its condition. The evidence of pickup must include the legible name and signature of a representative of the pickup location. Carrier further agrees to provide, within twenty-four (24) hours of delivery, evidence of delivery in the form and app designated by Broker, indicating the quantity of vehicles delivered and a description of each vehicle and its condition. Such evidence of delivery must be acknowledged by the recipient of the vehicles and include the recipient’s legible name and signature. The requirement of a legible name and signature on pickup and delivery documents applies regardless of whether the documents are in paper or electronic form. In no event will any tariff, terms, or conditions (including those on the bill of lading), service guide, or other documentation maintained or issued by the Carrier apply to the Services or this Agreement, whether such Services are provided to Broker or its customer. Any and all loss or damage claims resulting from or involving incomplete condition reports or bills of lading (including, but not limited to, electronic versions of such documents) will be the sole responsibility of Carrier, and any loss or damage to a shipment with respect to which Carrier fails to obtain completed bills of lading or condition reports (including but not limited to pick up and drop off odometer reading and physical condition of the vehicle) will be deemed to have occurred during transit by Carrier.
7. No Substituted Services and Diversion / Reconsignment: Effective upon acceptance of a shipment from Broker, Carrier shall perform the Services itself and shall not re-broker, co-broker, assign, interline, subcontract, or transfer the shipment to another entity (collectively, "Substituted Services"). If Substituted Services of any type are used, any provision in this Agreement related to a limitation of liability for cargo damage, shortage / loss or delay shall be void and Carrier: (i) will be liable to Broker’s customer for any loss, damage, shortage, or delay to Broker’s customer’s goods based on the “Cargo Loss and Damage” described in Section 10 below; and (ii) shall indemnify Broker as to any such loss, damage, shortage, or delay on the same basis. Carrier shall not have any right to, in any way, negate, eliminate, circumvent, or alleviate Carrier’s liability to Broker or Broker’s customer which may be inconsistent with the provisions of this Agreement. Carrier will not allow the diversion or reconsignment of any shipment except upon written instructions by Broker or Broker’s customer. Carrier will not accept instructions for diversion or reconsignment of any consignee or third party without the written consent of Broker or Broker’s customer.
8. Fee Rate: Broker shall pay to Carrier the fee rate per shipment as set out in the rate form sent to Carrier (“Fees”). The Fees will be the sole compensation for which Broker is responsible to Carrier for any Services. Carrier shall not be entitled to any additional compensation for the performance of the Services hereunder, except as expressly authorized in writing by Broker. Carrier shall not charge or accept from Broker’s customer or any other person or business entity, additional fees or expenses for the Services, unless expressly authorized by Broker.
9. Payment: Carrier shall submit to Broker an invoice for each shipment no later than twenty-four (24) hours after delivery. Broker shall pay, via ACH or other payment method common in the transportation industry, all complete and undisputed amounts set forth in each Carrier invoice within thirty (30) days from the date of Broker’s receipt of the invoice and all supporting documentation, including, but not limited to, receipts, bills of ladings, or PODs, as applicable.
In the event Carrier notifies Broker in writing that Carrier elects the express payment term option described below, Broker shall pay the complete and undisputed amounts set forth in each Carrier invoice in full within one (1) business day from the date of Broker’s receipt of the invoice and all supporting documentation, provided that Carrier agrees and acknowledges that, in recognition of such early payment: (i) the amount paid under the invoice shall be reduced by three percent (3 %) of the total invoiced amount; (ii) deliveries shall be completed and invoices submitted to Broker on or before 3:00 pm CST on the day of delivery; (iii) deliveries and invoices submitted after 3:00 pm CST on the day of delivery shall be posted on the next business day (example Saturday delivery will be posted to Carrier’s account on Tuesday); and (iv) originating financial institutions and receiving depositor financial institution policy may restrict Carrier’s access to next day funds.
Broker may withhold any payment of any invoice in whole or in part to protect itself from: (i) Services not performed in accordance with the terms of this Agreement; (ii) claims or potential claims (including, but not limited to, cargo loss and damage described in Section 10 below) arising from or related to Carrier’s performance of the Services; or (iii) fraud, overbilling, or overpayment discovered upon an audit with respect to the Services.
In the event Carrier owes any amounts to Broker with respect to a previous shipment (including damages subject to indemnification under this Agreement), Broker may offset such amounts against any fees or other amounts payable to Carrier. If Broker remits payment to Carrier without receiving an invoice from Carrier, Carrier acknowledges and agrees that the payment received from Broker is correct unless Carrier disputes the amount of such payment within sixty (60) days of issuance.
Broker shall have no responsibility for payment of invoices for a shipment that was dispatched ninety (90) or more days prior to Broker’s receipt of the invoice. In no event will Carrier seek payment of any amounts due or alleged to be due under this Agreement from any third party including, but not limited to, any provider or customer of Broker. Any claims for overcharge, undercharge, or duplicate payment shall be brought by either party within one hundred eighty (180) days from the invoice date and shall be processed in accordance with 49 C.F.R. Part 378. Any such claim that is not made within such one hundred eighty (180) day period shall be deemed waived. Civil actions regarding overcharge, undercharge, or duplicate payment claims shall be brought by the impacted Party within eighteen (18) months of the invoice date. Carrier shall have no lien on any vehicles or other cargo transported hereunder. Carrier agrees to waive any and all rights it may have as to records provided under 49 C.F.R. § 371.3.
10. Cargo Loss and Damage: Carrier hereby undertakes the full liabilities and obligations of a “carrier” under the Carmack Amendment (49 U.S.C. § 14706, as the same may be amended from time to time, the “Carmack Amendment”), with respect to any and all loss, delay, or damage to any cargo tendered by Broker pursuant to this Agreement, without regard to whether the Carmack Amendment would otherwise apply to Carrier. Such liabilities and obligations shall be in addition to, and not in limitation of, those set forth in this Agreement. Carrier hereby expressly waives any right to claim any exemption or exclusion from the Carmack Amendment with respect to any liability for loss or damage to any cargo tendered pursuant to this Agreement and expressly waives the provisions of the NMFTA Uniform Straight Bill of Lading.
Carrier is responsible for the full value of any vehicle that Broker’s customer, in its sole discretion, determines to be: (i) non-repairable; (ii) affected by structural damage of any kind or degree; or (iii) lost, stolen, or otherwise unaccounted for and not recovered within seven (7) days. Carrier’s liability shall include Broker’s customer’s costs of mitigation. No limitation of liability will apply to Carrier’s liability under this provision. Broker or Broker’s customer may file claims with Carrier and Carrier shall comply with all reasonable requests of such parties to resolve claims. Broker may assist Broker’s customer in filing claims with Carrier. All claims will be processed in accordance with 49 C.F.R. Part 370, except that Carrier will pay, deny, or otherwise settle all claims within forty-five (45) days of the date of the claim. Carrier waives any right to salvage goods, as well as any right to claim entitlement offset salvage value.
11. Relationship of Parties: Carrier will perform the Services as an independent contractor and neither its employees nor agents will be deemed to be employees or agents of Broker. No authority has been conferred upon Carrier, by Broker, to hire any persons on behalf of Broker and Carrier will assume full responsibility for selecting, engaging, and discharging its employees, agents, servants, or helpers and for otherwise directing and controlling their services. Carrier will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will Broker be liable for the debts or obligations of Carrier for the wages, salaries, or benefits of Carrier’s employees.
12. Term: The term of this Agreement shall be for a period of one (1) year from the Effective Date set forth below and shall automatically renew for additional one (1) year periods, unless terminated pursuant to Section 13 below (the “Term”).
13. Termination: If either party refuses or fails to perform any duty or obligation under this Agreement, fails to comply with applicable laws or regulations, suffers impairment of its financial responsibility, or otherwise defaults in any way, the non-defaulting party will have the option, without prejudice to any other right or remedy, to terminate this Agreement upon three (3) business days’ advance written notice. Otherwise, either party may terminate this Agreement at any time without cause, by giving thirty (30) days prior written notice to the other party.
14. Insurance: Carrier shall procure and maintain at all times while this Agreement is in effect, at the sole cost and expense of Carrier the following minimum insurance (or such greater amounts as required by law):
(i) Auto Liability Insurance covering the operations of Carrier in the amount of not less than $1,000,000 combined single limit for bodily injury and property damage per accident. Such insurance shall cover any motor vehicle operated in the provision of Services hereunder, including, but not limited to, any vehicle being loaded to or unloaded from any conveyance, and Broker shall be included as a certificate holder on policies of insurance; (ii)Motor Truck Cargo Legal Liability / “On Hook” Liability Insurance in the following amounts covering damage or loss to vehicles or salvage vehicles, as the case may be, during loading, unloading and during transportation:
1 Car Hauler =$50K in cargo insurance
2-3 Car haulers = $100k in cargo insurance
4 Car haulers = $150k in cargo insurance
5+ Car haulers = $250k in cargo insurance;
Such insurance shall have no exclusion or condition reasonably likely to result in denial of claims under this Agreement including, but not limited to, those related to fraud, theft, or dishonesty; and (iii) Workers' Compensation insurance or analogous insurance coverage in an amount of not less than the minimum required under applicable laws.
All insurance policies shall be with a reputable and financially responsible insurance company acceptable to Broker. All policies subject to Agreement shall waive any rights of subrogation and include an endorsement that such coverage shall be primary and non-contributory to any other insurance obtained by Broker, Broker’s customer, or the beneficial cargo owner. The purchase of insurance coverage or the furnishing of the certificates or other evidence of coverage shall not be deemed to satisfy Carrier's liability hereunder or in any way modify Carrier's obligation to indemnify Broker, nor shall merely furnishing certificates or other evidences of coverage in and of itself satisfy the obligation to obtain and maintain said insurance coverage.
Upon execution of this Agreement, Carrier shall immediately provide to Broker certificates endorsed by an authorized representative of Carrier's insurance company evidencing that: (i) the insurance required hereunder is in full force and effect; (ii) such insurance will not be canceled, reduced, or otherwise altered in the amount or scope of coverage without giving Broker at least thirty (30) days prior written notice; (iii) naming Broker as certificate holder; and, (iv) in respect of Carrier's Cargo insurance, the amount of any deductible. Carrier will provide copies of policies to Broker upon request.
15. Indemnification: Carrier shall defend, indemnify and hold Broker, Broker’s customer, the consignee, and each of their employees, subsidiaries, affiliates, officers, directors, consultants, representatives, agents, successors, assigns, harmless from and against any and all claims, damages, losses, liabilities, fines, penalties, costs and expenses, including, without limitation, reasonable attorney's fees, arising out of, on account of or resulting from, directly or indirectly: (i) any damage or injury to property arising out of or in connection with Carrier's performance of the Services; (ii) the breach or nonperformance by Carrier of any of the terms or conditions of this Agreement; (iii) Carrier's failure to comply with any applicable law; (iv) injury to persons (including injury resulting in death); (v) any negligent, reckless, or intentional acts or omissions of Carrier, its employees, or agents in the performance of the Services; and (vi) any claim or allegation of a third party related to Carrier's acts or omissions or those of Carrier's officers, directors, employees, subcontractors, consultants, representatives or agents in connection with the Services or in connection with Carrier's obligations hereunder (collectively, "Claims"). Carrier will promptly notify Broker of any Claims and cooperate in good faith with Broker to resolve any such Claims.
16. Confidentiality: Except to the extent required by law, neither party shall disclose to third parties (other than to freight bill auditors, prospective capital providers, and outside professionals, if such parties agree to similar confidentiality terms) either the terms of this Agreement or any confidential or proprietary information either party learns about the other in the course of performing Services under this Agreement, including but not limited to software, business methods, customer lists, or the rates, valuation, origin, destination, and consignee identity for any shipment within the scope of the Services.
17. Non-Solicitation of Customers: Carrier shall not, during the Term and for a period of twelve (12) months thereafter, solicit or accept automotive freight transportation business, directly or indirectly, from any shipper, consignor, consignee, receiver, or any other third party of Broker for which Broker utilizes Services from Carrier under this Agreement, unless Carrier previously performed automotive freight transportation services for such party prior to the Effective Date. In the event of a breach of this Section by Carrier, Broker shall be entitled to injunctive relief prohibiting such breach and, in addition, as liquidated damages and not as a penalty, a commission equal to twenty percent (20%) of the gross revenue resulting from Services provided to such customer in violation of this Section. Carrier agrees to provide any and all documentation requested by Broker to verify such revenue.
18. Force Majeure: The obligation of Carrier to furnish, and of Broker to use, the Services provided for in this Agreement will be suspended temporarily during the period in which either party is prevented from performing due to fire, flood, strikes, lockout, epidemic, accident, regulatory action, or other causes beyond its reasonable control. The party experiencing force majeure will notify the other party promptly and take all reasonable steps to eliminate the interruption and resume normal operations as soon as possible.
19. Severability: If any phrase, clause, sentence, term, or other provision herein will be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
20. Modification: This Agreement may not be modified by Carrier except in writing signed by both parties.
21. Waiver: The waiver of a breach of any term or condition of this Agreement will not constitute the waiver of any other breach of the same or any other term.
22. Survival: Any terms of this Agreement, which by their nature extend beyond the expiration, termination, or cancellation of this Agreement shall remain in full force and effect until fulfilled and/or performed and shall inure to the benefit of and be binding upon Carrier and Broker and their respective successors and assigns.
23. Entire Agreement: This Agreement, together with any Appendices hereto or rate form, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements.
24. MANDATORY AND BINDING DISPUTE RESOLUTION AND ARBITRATION PROCEDURES. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT CARRIER’S LEGAL RIGHTS, INCLUDING CARRIER’S RIGHT TO FILE A LAWSUIT IN COURT. CARRIER UNDERSTANDS AND AGREES THAT BY THIS PROVISION, CARRIER ARE FORGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. CARRIER AGREES THAT ANY AND ALL DISPUTES THAT HAVE ARISEN OR MAY ARISE BETWEEN OPENLANE AND CARRIER THAT CANNOT BE RESOLVED THROUGH NEGOTIATION AS SET FORTH IN THIS SECTION 24 SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT (EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 24).
24.1. Carrier (“You”) on one hand, and OPENLANE, on the other hand, agree that any and all claims or disputes between them (“Disputes”) shall be submitted to and resolved exclusively by binding arbitration before a single arbitrator instead of litigation (except as otherwise provided in this Section 24). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (subject to the limitations in this Section 24). This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (1) Disputes arising out of or related in any way this Agreement; (2) Disputes arising out of or related in any way to transactions, payments, or fees associated with this Agreement; (3) Disputes that are currently the subject of purported class action litigation in which Carrier are not a member of a certified class; (4) Disputes that may arise after the termination of this Agreement; and (5) Disputes arising out of or related to any dealings with OPENLANE.
24.2. Notwithstanding the foregoing, if You have a Dispute with OPENLANE, you must first send written notice describing the Dispute to OPENLANE to allow OPENLANE an opportunity to resolve the Dispute informally through negotiation. You must send your notice to the following email address: transport@openlane.com. If OPENLANE has a Dispute with You, OPENLANE will send written notice describing the Dispute to You. You and OPENLANE agree to negotiate resolution of a Dispute in good faith for no fewer than 30 days after notice of a Dispute has been received subject to reasonable requests for extensions on both sides. If the Dispute is not resolved within 30 days from receipt of notice of the Dispute, You or OPENLANE may proceed to have the Dispute resolved through arbitration as each party's exclusive Dispute resolution process (except for the limited exceptions set forth in this Section 24).
MANDATORY AND BINDING DISPUTE RESOLUTION AND ARBITRATION PROCEDURES
24.3. The Federal Arbitration Act and federal arbitration law apply to arbitration under this Agreement. The arbitration shall be held in Jackson County, Missouri. Carrier and OPENLANE may elect to have the arbitration conducted based solely on written submissions, subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, Carrier or OPENLANE may attend by telephone or video feed, unless the arbitrator requires otherwise.
24.4. The arbitrator will decide all threshold questions, including but not limited to enforceability, revocability, and validity of this Section 24, whether any party lacks standing to assert the claims(s), and the substance of the Dispute in accordance with the laws of the state of Missouri, regardless of choice of law principles, and will honor all claims of privilege recognized by law. The arbitrator will have the power to award a party any relief or remedy that the party could have received in court in accordance with the law(s) that apply to the Dispute, subject to the limitations of this Section 24. Any result reached by the Arbitrator shall be final and binding on all parties to the arbitration, and no appeal may be taken. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and that judgment may be entered thereupon by any court having jurisdiction.
24.5. Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s (“AAA’s”) rules (available at www.adr.org), unless otherwise stated in these Terms and Conditions with the filing party solely responsible for any filing fees or arbitration commencement. Notwithstanding the foregoing, OPENLANE will pay as much of the filing, administration and arbitrator fees as the arbitrator ultimately deems necessary to ensure fairness and enforceability of the arbitration and to prevent the arbitration from being cost-prohibitive in comparison to court litigation, unless the arbitrator determines that the Dispute was filed for purposes of harassment or is patently frivolous.
24.6. CLASS, MASS, REPRESENTATIVE, AND CONSOLIDATED ACTION WAIVER: ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE A MEMBER IN A CLASS, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTE OR CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE DISPUTE, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A MASS, CONSOLIDATD, REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES HEREBY WAIVE ANY FORM OF CLASS, MASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR RELIEF IN ANY VENUE. THE PARTIES ALSO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.
24.7. ARBITRATION OPT OUT: Carrier has the right to opt out and not be bound by this arbitration provision by sending written notice of its decision to opt out to: transport@openlane.com. This notice must be sent within thirty (30) days of when you first register as a Carrier or, if you are already a Carrier, upon initial release of this arbitration provision, within thirty (30) days of your acceptance of these Terms and Conditions.
24.8. The opt-out notice must state that Carrier does not agree to this agreement to arbitrate and must include your name, address, phone number and e-mail address(es) used to register as a Carrier. Carrier must sign the opt-out notice for it to be effective. Any opt-out not received within the applicable thirty (30) day period set forth above will not be valid.
24.9. If Carrier opts out of the agreement to arbitrate, Carrier and OPENLANE agree that any Disputes will be resolved by a state or federal court located in Jackson County, Missouri, and Carrier consents to the jurisdiction and venue of such court as well as application of Missouri law, regardless of choice-of law principles.
24.10. SMALL CLAIMS. Either Carrier or OPENLANE may elect to pursue or defend a Dispute in, or if an arbitration demand has been made, to transfer a Dispute to, small claims court rather than in arbitration if the matter meets the local or state rules related to the monetary limits on small claims cases. If an arbitration demand has been made, the arbitrator shall dismiss the arbitration upon the election of either party to have the Dispute heard in small claims court.
24.11. INJUNCTIVE RELIEF: Notwithstanding anything to the contrary in the foregoing, either party may bring suit in court seeking temporary or preliminary injunctive relief only, which shall then be subject to review by the arbitrator should such party further seek permanent injunctive relief in arbitration.
25. Assignment of Agreement: Carrier may not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Broker, and any attempted assignment in violation of this provision shall be without force or effect. Broker may assign its rights and obligations under this Agreement in whole or in part at any time without restriction.
26. Notices: Unless otherwise provided, notices required under this Agreement must be in writing and delivered by (i) registered or certified U.S. Mail, return receipt requested, (ii) hand delivered, (iii) facsimile with receipt of "Transmission OK" acknowledgement; (iv) email with receipt of “Email Received” acknowledgment, or (v) delivery by a reputable overnight carrier service(in the case of delivery by facsimile, the notice will be followed by a copy of the notice delivered as provided in (i)(ii) or(iv)). The notice will be deemed given on the day the notice is received. In the case of notice by facsimile, the notice is deemed received at the local time of the receiving machine, and if not received, then the date the follow- up copy is received. Notices must be delivered to Broker at the address above, Attn: Legal Department, or at such other addresses as Broker may later designate. Notices must be delivered to Carrier at the address provided by Carrier during registration or otherwise designated by Carrier in writing.