Section 1: Introduction

Altitude offers commercial logistics services, including motor carrier transportation, property brokerage, freight forwarding, warehousing, storage, cross-docking, consolidation, distribution, drayage, transloading, accessorial, consulting and related services (collectively, “Services”). By requesting Services, tendering goods, booking transportation, using Altitude’s warehouse or facilities, accepting a quote or rate confirmation, or otherwise engaging Altitude, Customer accepts these Terms to the fullest extent permitted by applicable law.

These Terms are intended for commercial services only. Customer represents that shipments are not household goods, personal effects, consumer moves or personal relocations unless Altitude expressly accepts that shipment type in writing before tender.

Section 3: Credit Approval and Payment Terms

Credit is discretionary. Altitude may approve, reduce, suspend or revoke credit at any time based on payment history, credit information, claim activity, account status or other commercially reasonable considerations. Extension of credit for one shipment or service is not a commitment to extend credit for any other shipment or service.

Customer information and credit inquiries. Customer represents that all information supplied to Altitude is true, complete and current. Customer authorizes Altitude to contact bank, trade, credit, insurance and business references, obtain credit reports, and exchange account information for credit and collection purposes.

Net 30 payment terms. Unless Altitude states a different term in writing for a specific account or invoice, all invoices are due thirty (30) calendar days from the invoice date. Electronic invoices are deemed received on the date sent to the billing contact designated by Customer. Payment is not contingent on Customer receiving payment from any shipper, consignee, vendor, insurer, carrier, customer or other third party.

Invoice disputes. Billing, rating, accessorial or other invoice disputes must be submitted in writing within seven (7) calendar days after the invoice date, must identify the invoice number and disputed amount, and must include the factual basis and supporting documents. Undisputed amounts remain due on time. Amounts not timely disputed are deemed correct and accepted. Cargo loss, cargo damage, shortage, delay, service-failure or insurance claims are not invoice disputes and do not excuse or delay payment.

No offset or withholding for claims. Customer shall pay all freight, brokerage, forwarding, warehouse, accessorial, detention, demurrage, storage, fuel, layover, reconsignment, redelivery, disposal and other charges without deduction, setoff, counterclaim, holdback or recoupment. This includes invoices relating to shipments for which a cargo claim has been made or may be made. Cargo claims are administered separately from freight-bill payment.

Late-payment charge. Past-due amounts may accrue a commercial late-payment charge at the lesser of one percent (1.0%) per month, twelve percent (12%) per annum or the maximum amount permitted by applicable law, beginning the day after the due date and continuing until paid. The parties intend this provision to be a lawful commercial late-payment charge for overdue service invoices, not a consumer finance charge or penalty.

Collection costs and attorneys’ fees. Customer shall reimburse Altitude for all reasonable costs of collection, including collection-agency fees, court costs, filing fees, lien-sale costs, expert fees, arbitration fees if arbitration is agreed or ordered, and reasonable attorneys’ fees and expenses incurred before suit, in litigation, on appeal, in bankruptcy, or in enforcing any judgment, award, lien, security interest or settlement.

Default remedies. If any invoice is past due or Customer otherwise defaults, Altitude may, without waiving any rights: suspend or cancel services; require cash in advance, ACH, wire, credit card or other secured payment; accelerate all open invoices; refuse release of freight or warehouse goods to the extent permitted by law; exercise any lien or security interest; apply payments to collection costs, late charges and the oldest invoices first unless Altitude elects otherwise; and pursue all available legal and equitable remedies.

Rate quotes and accessorials. Quotes are based on information supplied by Customer and are subject to correction if actual shipment characteristics, services, locations, dates, equipment, weight, dimensions, commodity, class, packaging, pickup/delivery conditions, detention, storage or other facts differ. Customer is responsible for all accessorial, detention, demurrage, storage, customs, governmental, toll, disposal, redelivery, reconsignment and similar charges, whether billed before or after delivery.

Section 4: Scope of Services and Capacity in Which Altitude Acts

Altitude holds and may operate under multiple authorities and licenses. The fact that Altitude holds motor carrier, broker, freight forwarder or warehouse authority does not mean that Altitude acts in all capacities for every shipment or service. Altitude’s capacity is determined service-by-service and shipment-by-shipment.

The capacity in which Altitude acts will be determined by the applicable quote, rate confirmation, booking confirmation, bill of lading, warehouse receipt, storage agreement, invoice or other written service document. If the written documents do not expressly identify Altitude as motor carrier or freight forwarder, then any transportation performed by a third-party carrier is Brokered Transportation and Altitude acts only as property broker for that transportation. Customer-created documents, notations on delivery receipts or references to Altitude as “carrier” do not change Altitude’s capacity unless signed or expressly accepted in writing by an authorized Altitude representative.

If documents conflict, the following order applies unless non-waivable law requires otherwise: (a) a written agreement signed by both parties for the specific shipment or service; (b) any signed customer credit agreement or master terms agreement between Customer and Altitude; (c) Altitude’s written quote or rate confirmation; (d) Altitude’s bill of lading, freight forwarder receipt, warehouse receipt or storage document; (e) the underlying carrier’s bill of lading, tariff, service guide, air waybill, cargo policy or contract; and (f) these online Terms, but only to the extent not inconsistent with the foregoing.

Section 5: Customer Responsibilities

Accurate shipment information. Customer shall provide complete and accurate information for each shipment or service, including commodity, value, weight, dimensions, quantity, count, class, NMFC item, hazardous-material status, temperature requirements, pickup and delivery locations, facility restrictions, appointment requirements, special handling needs, and any facts relevant to carrier selection, pricing, equipment or insurance.

Packaging, loading, blocking, bracing and count. Unless Altitude expressly agrees in writing to perform those services, Customer is responsible for proper packaging, crating, labeling, loading, blocking, bracing, securing, sealing, stowing and count. For shipper-load-and-count, shipper-load-and-seal, sealed or preloaded shipments, Altitude is not responsible for shortage, overage, concealed damage, load shift, temperature condition or damage caused by loading, stowing, blocking, bracing or packaging performed by others.

Restricted cargo. Customer shall not tender hazardous materials, temperature-controlled goods, perishables, food, pharmaceuticals, medical devices, alcohol, tobacco, cannabis, controlled substances, firearms, ammunition, money, negotiable instruments, jewelry, precious metals, art, antiques, live animals, plants, human remains, personal effects, household goods, high-value or theft-sensitive goods, or goods subject to special regulation unless Altitude expressly accepts the cargo and requirements in writing before tender. If Customer tenders restricted cargo without written acceptance, Customer assumes all risk of loss and shall indemnify Altitude for resulting liabilities, fines, charges and claims.

Laws and compliance. Customer shall comply with all applicable laws, regulations, permits, export/import controls, sanctions, customs requirements, hazardous-material regulations, food-safety requirements and shipping restrictions. Customer shall not ask Altitude, any carrier or any warehouse to violate law or safety requirements.

Authority to tender goods. Customer warrants that it owns the goods or is authorized by the owner, shipper, consignee and any other interested party to tender the goods, request Services, bind those parties to these Terms, grant liens and security interests to the extent permitted by law, and receive or direct claim proceeds.

Customer indemnity. Customer shall defend, indemnify and hold Altitude and its officers, employees, agents, insurers, carriers, subcontractors and vendors harmless from claims, losses, damages, fines, penalties, cargo claims, personal-injury claims, property-damage claims, cleanup costs, chargebacks, duties, taxes, storage charges, attorneys’ fees and expenses arising from Customer’s breach of these Terms, inaccurate or incomplete information, restricted cargo, hazardous materials, improper packaging/loading/securement, refusal or inability of consignee to receive goods, Customer’s negligence or willful misconduct, or claims by third parties claiming an interest in the goods.

Section 6: Insurance, Declared Value and Released Value

Customer insurance. Altitude is not an insurer of Customer’s goods. Customer is responsible for maintaining cargo, warehouse, stock-throughput, property, business-interruption and other insurance sufficient to cover the full value of the goods and Customer’s business risks. Altitude’s insurance policies are for Altitude’s benefit, are subject to deductibles, exclusions, conditions, aggregate limits and insurer adjustment, and do not expand Altitude’s contractual liability.

Declared value must be accepted in writing. A higher declared value, excess cargo liability or shipper’s interest insurance is not effective unless Customer requests it in writing before tender, Altitude accepts it in writing, the value and applicable charge are shown in a written quote, confirmation, bill of lading, warehouse receipt or endorsement, and Customer pays the applicable charge. A product value, customs value, invoice value, purchase order value or statement on Customer’s documents is not a declared value unless accepted by Altitude in writing as stated above.

Released value if no written higher value. If Customer does not obtain written acceptance of a higher value before tender, the goods are deemed released to the applicable service-specific liability limit stated in these Terms and/or the applicable carrier terms. Customer assumes the risk of any value above that limit.

No oral modifications. No dispatcher, driver, dock worker, customer-service representative, carrier, warehouse worker, consignee or third party may orally increase Altitude’s liability, accept a declared value, waive claim requirements, waive payment obligations or alter these Terms.

Section 7: Cargo Claims and Claim Process

Payment and claims are separate. All charges must be paid when due regardless of any loss, damage, shortage, delay, service failure or pending claim. Customer may not deduct a cargo claim from freight, brokerage, forwarding, warehouse or other invoices. Altitude may decline to administer, advance, settle or remit claim proceeds while Customer’s account is past due.

Inspection and notation at delivery. Customer, consignee and receiver shall inspect shipments at delivery before signing delivery documents. Visible loss, damage, shortage, broken seals, wet cartons, crushed cartons, temperature concerns or other exceptions must be clearly and specifically noted on the delivery receipt, proof of delivery, handheld device or other delivery record before the driver leaves. A notation such as “subject to inspection” is not sufficient.

Concealed damage and preservation. Concealed damage must be reported to Altitude and the delivering carrier promptly and in any event within the time required by the applicable carrier terms. Customer must preserve the goods, cartons, packaging, pallets, temperature records, seals, photographs and all evidence until inspection is completed and the claim is resolved. Goods may not be repaired, discarded, returned, sold or salvaged without written authorization if doing so may impair inspection, mitigation or salvage rights.

Complete written claim package. A cargo claim must be submitted in writing and must: (a) identify the shipment with sufficient facts, including Altitude reference number, carrier pro number, bill of lading, warehouse receipt or other tracking number; (b) assert liability for loss, damage, shortage or delay; (c) state a specified or determinable dollar amount; and (d) include all supporting documents, including commercial invoice or destination value, packing list, bill of lading, delivery receipt, photographs, inspection report, repair estimate, salvage information, proof of payment of charges and any other documents requested for investigation.

Time limits. For claims against Altitude as motor carrier or freight forwarder subject to non-waivable federal cargo-claim rules, a written cargo claim must be filed within the minimum period required by such law, and any lawsuit must be filed within the applicable legal period after written disallowance. For Brokered Transportation, LTL, air, partial, parcel, intermodal or exclusive vehicle postings performed by third-party carriers, Customer must comply with the applicable carrier’s bill of lading, tariff, service guide, air waybill, cargo policy, claim rules and legal time limits. Altitude is not liable for late, incomplete, unsupported or procedurally defective claims.

Broker claim assistance. For Brokered Transportation, Altitude may, as a customer service accommodation, transmit claim materials to the carrier or insurer, request status, and remit carrier-approved proceeds to Customer after receipt. Altitude’s assistance is not an admission of liability and does not make Altitude a carrier or insurer. Altitude has no obligation to pay, advance, supplement or guarantee a claim that has not been approved and paid by the responsible carrier or insurer.

Claim settlement and release. Payment of any claim is conditioned on Customer executing any reasonable settlement, release, assignment, salvage, subrogation or proof-of-loss document requested by Altitude, a carrier, insurer or warehouse. Claim payments, if any, will be net of unpaid charges, deductibles, salvage, offsets permitted by law and amounts not recovered from responsible parties.

Section 8: General Limitations of Liability

Direct physical loss only. Unless expressly agreed in writing, Altitude’s liability is limited to direct physical loss of or direct physical damage to the affected goods, subject to the service-specific limitations in Section 9. Altitude is not liable for loss arising from delay, market decline, loss of use, loss of sales, loss of profits, production interruption, recall, chargebacks, fines, penalties, special handling after delivery, loss of goodwill, spoilage not caused by Altitude’s accepted temperature-control obligation, or other indirect, consequential, special, incidental, exemplary or punitive damages.

No liability for excluded causes. Altitude is not liable for loss, damage, delay, shortage, expense or claim caused by or resulting from acts of God, weather, public enemies, terrorism, riots, strikes, labor disputes, cyber events, governmental action, road closures, port closures, quarantines, pandemics, acts or omissions of Customer, shipper, consignee, receiver, owner or their agents, inherent vice, natural shrinkage, ordinary wear and tear, rust, oxidation, leakage, mold, infestation, temperature sensitivity, insufficient packaging, improper loading or securement by others, inaccurate description, overweight loads, rejected delivery, inaccessible facilities, or any cause not within Altitude’s reasonable control.

Non-cargo claims. For any non-cargo claim arising from or relating to Services, including alleged negligence, misquotation, billing error, delay, missed appointment, communication error or administrative error, Altitude’s total liability shall not exceed the amount of compensation paid to Altitude for the specific service giving rise to the claim during the three (3) months preceding the event, and in no event more than US $5,000, unless a higher amount is expressly agreed in a signed writing.

No third-party beneficiaries. These Terms are solely for the benefit of Altitude and Customer. No shipper, consignee, receiver, cargo owner, insurer, carrier, warehouse, broker, vendor or other third party is a third-party beneficiary, and Customer shall indemnify Altitude from third-party claims exceeding the limitations in these Terms.

Independent contractors. Carriers, warehouses, freight forwarders, air carriers, ocean carriers, drayage carriers, customs brokers, labor providers and other third-party vendors are independent contractors and are not Altitude’s employees, agents, partners, joint venturers or insurers. Altitude does not control their equipment, personnel, routes, operations, claim determinations or insurance coverage.

Section 9: Service-Specific Liability Terms

9.1 Altitude Motor Carrier Services

When this section applies. This section applies only when Altitude expressly accepts a shipment as motor carrier in writing or moves the shipment on Altitude-operated equipment under Altitude’s motor carrier authority. It does not apply to Brokered Transportation, LTL, air, partial, parcel, intermodal or exclusive vehicle postings performed by third-party carriers.

Contract transportation and waiver of statutory remedies. For non-household goods, Customer and Altitude intend motor carrier Services under these Terms to be contract transportation under 49 U.S.C. 14101(b) to the fullest extent permitted by law. To that extent, the parties expressly waive rights and remedies under 49 U.S.C. Subtitle IV, Part B, including 49 U.S.C. 14706, except to the extent those rights or remedies are expressly preserved in these Terms or may not be waived by law.

Motor carrier cargo liability limit. Altitude’s maximum liability for direct physical loss of or damage to goods while in Altitude’s custody as motor carrier is the lesser of: (i) the actual commercial invoice value or destination value of the affected goods; (ii) the declared value accepted by Altitude in writing before tender; or (iii) US $250,000 per shipment or occurrence. If Altitude’s then-current cargo policy provides a lower applicable limit for a particular service, commodity, lane or occurrence, the lower limit applies unless Altitude expressly agrees otherwise in writing before tender.

Higher value shipments. Customer must disclose in writing before tender any shipment with value exceeding US $250,000 or any lower applicable written limit. Altitude may reject the shipment, require special terms, require additional charges or assist Customer in requesting excess cargo coverage. If Altitude does not accept a higher declared value in writing before tender, Customer assumes all risk above the applicable limit.

Trailer condition, loading and seals. Altitude is not liable for shortage or damage caused by shipper loading, improper count, hidden defects, inadequate blocking/bracing or seal integrity where the trailer or container is sealed by shipper or a third party and the seal is intact at delivery, except to the extent caused by Altitude’s proven negligence or a non-waivable rule of law.

9.2 Brokered Transportation

Broker capacity. When Altitude arranges transportation with a third-party carrier and does not expressly accept the shipment as motor carrier or freight forwarder in writing, Altitude acts solely as a property broker. Brokered Transportation includes LTL shipments, air shipments, partial shipments, intermodal shipments, parcel shipments, ocean or drayage segments arranged through third parties, and exclusive vehicle, dedicated-truck or posted-load services performed by a third-party carrier.

No broker cargo liability. For Brokered Transportation, Altitude does not take custody or control of the goods as carrier, does not issue a carrier bill of lading as carrier, does not assume carrier liability, and is not liable for cargo loss, damage, shortage, delay, theft, non-delivery or carrier claim denial. Customer’s cargo claim is against the underlying carrier and/or its insurer, subject to the carrier’s bill of lading, tariff, service guide, air waybill, cargo policy, contract, released value, exclusions, deductibles and claim procedures.

LTL, air, partial and exclusive vehicle limits. For LTL, air and partial shipments, liability limits are dictated by the underlying carrier’s applicable tariff, service guide, air waybill, bill of lading, released value, classification, commodity rule and any applicable law or convention. For exclusive vehicle, dedicated-truck or posted-load services performed by a third-party motor carrier, any cargo recovery is dictated by the selected carrier’s cargo policy and carrier terms. Altitude has no obligation to pay Customer unless and until the responsible carrier or insurer approves and pays the claim, and Altitude’s obligation is limited to the amount actually received for that claim.

Carrier selection. Altitude will use commercially reasonable efforts to arrange transportation with carriers that, based on information reasonably available at the time of booking, hold operating authority appropriate for the requested service and maintain cargo insurance consistent with ordinary industry practice for the service. Altitude does not guarantee a carrier’s financial condition, safety performance, cargo coverage, insurer coverage determination, claim approval or payment.

Broker service cap. If Altitude is held liable to Customer in connection with Brokered Transportation despite the foregoing limitations, Altitude’s total liability for all claims, including alleged negligent selection, negligent entrustment, miscommunication, billing error or other broker-service claim, shall be limited to the amount of gross compensation paid to Altitude for the affected shipment, and shall not include cargo value, consequential damages or amounts not recovered from the carrier or insurer.

9.3 Freight Forwarding

When Altitude acts as freight forwarder. Altitude acts as freight forwarder only when Altitude expressly accepts that capacity in writing, issues a freight-forwarder receipt or through document, or performs/provides consolidation, break-bulk and distribution operations while assuming responsibility for transportation from receipt to destination as freight forwarder.

Use of underlying carriers. Customer authorizes Altitude to select and use motor carriers, air carriers, ocean carriers, rail carriers, warehouses, terminals, agents and other service providers. Their tariffs, waybills, service guides, bills of lading, contracts, cargo policies, released values, exclusions and claim rules may limit or defeat recovery.

Freight forwarder liability limited to fullest lawful extent. To the fullest extent permitted by law, Customer’s cargo recovery for Freight Forwarding is limited to the amount for which the responsible underlying carrier or insurer is legally liable and actually approves and pays after a complete and timely claim. If a court or non-waivable law imposes cargo liability directly on Altitude as freight forwarder notwithstanding the preceding sentence, Altitude’s maximum liability is the lesser of: (i) the actual commercial invoice value or destination value of the affected goods; (ii) the declared value accepted by Altitude in writing before tender; (iii) US $0.50 per pound of the lost or damaged goods; (iv) US $100,000 per shipment or occurrence; (v) the amount recoverable from the responsible underlying carrier or insurer; or (vi) the applicable limit under any law, tariff, bill of lading, air waybill, ocean bill, service guide or written contract that governs the movement.

Air and international movements. For air, international, cross-border, ocean, rail, intermodal or multimodal movements, liability may be governed by the applicable air waybill, ocean bill of lading, rail circular, international convention, customs rules, carrier tariffs, service guides and foreign or federal law. Customer must request and pay for any desired additional cargo coverage in writing before tender.

9.4 Warehouse Services

Warehouse standard of care. Altitude is not an insurer of stored goods. For Warehouse Services, Altitude is liable only for direct physical loss of or damage to goods caused by Altitude’s failure to exercise the care that a reasonably careful warehouse would exercise under similar circumstances. Altitude is not liable for loss or damage that could not have been avoided by the exercise of such care.

Warehouse liability limit. Unless Altitude accepts a higher declared value in writing and Customer pays any additional charge before storage, Altitude’s maximum warehouse liability is the lesser of: (i) the actual commercial invoice value of the affected goods; (ii) the declared value accepted by Altitude in writing; (iii) US $0.50 per pound of the lost or damaged goods; (iv) US $100,000 per warehouse occurrence; or (v) the available applicable limit under Altitude’s warehouse legal liability or bailee coverage for the occurrence, subject to policy terms, deductibles, exclusions and aggregate limits. Altitude’s warehouse or bailee insurance does not create any obligation above the contractual limits in these Terms.

Inventory records and cycle counts. Inventory counts, reports and system records are provided for operational convenience and are not guarantees of quantity, condition, value or ownership. Customer shall promptly review inventory reports and notify Altitude of discrepancies. Inventory discrepancies not reported within seven (7) calendar days after the report is made available are deemed accepted unless Customer proves the discrepancy occurred after that date due to Altitude’s failure to exercise reasonable care.

Warehouse claims. Warehouse claims must be made in writing within sixty (60) days after delivery, release, or the date Customer knew or reasonably should have known of the loss or damage, whichever occurs first, unless a longer period is required by non-waivable law. Any lawsuit or arbitration against Altitude for Warehouse Services must be commenced within twelve (12) months after delivery, release, or the date Customer knew or reasonably should have known of the loss or damage, unless a longer period is required by non-waivable law.

9.5 Ancillary Services

For packing, labeling, kitting, light assembly, inventory support, consulting, documentation, appointment scheduling, claims administration or other ancillary services not otherwise addressed, Altitude’s liability is limited to the charges paid to Altitude for the specific ancillary service giving rise to the claim.

Section 10: Lien, Security Interest and Goods in Altitude’s Possession

General lien and security interest. To secure all present and future charges and obligations owed to Altitude, Customer grants Altitude a general lien and security interest, to the fullest extent permitted by law, in all goods, documents, warehouse receipts, bills of lading, accounts, payment rights, insurance proceeds, claim proceeds and other property of Customer or tendered by or for Customer that are in Altitude’s possession, custody, control or available through Altitude’s control of documents, and in all proceeds of the foregoing. This lien and security interest secures charges relating to the specific goods and, to the extent permitted by law and stated in applicable warehouse receipts or storage documents, charges relating to other goods or Services for Customer.

Retention and sale. Altitude may retain goods and documents until all secured amounts are paid. If Customer fails to pay when due, Altitude may enforce its lien and security interest by public or private sale, disposal or other commercially reasonable means after notice required by applicable law. Customer shall pay all costs of enforcement, preservation, storage, notice, sale, disposal, attorneys’ fees and collection. Sale proceeds may be applied to enforcement costs, storage, charges, late-payment charges, attorneys’ fees and then principal amounts owed, with any surplus handled as required by law.

UCC filings and third-party owners. Customer authorizes Altitude to file financing statements and amendments describing the collateral. Customer warrants that it has authority to grant the lien and security interest and shall indemnify Altitude against claims by owners, secured parties, consignees, insurers or other third parties challenging Altitude’s lien, security interest, retention, sale, disposal or application of proceeds.

Undeliverable, refused or abandoned goods. If goods are refused, undeliverable, unclaimed, held due to nonpayment or otherwise not accepted, Altitude may place the goods in storage at Customer’s risk and expense, return them, redirect them, dispose of them if perishable or hazardous, or enforce any lien or other remedy. Goods remaining unclaimed after written notice may be treated as abandoned to the fullest extent permitted by law.

Section 11: Operational and Administrative Terms

Subcontracting. Altitude may subcontract, interline, broker, co-load, consolidate, warehouse or otherwise arrange performance of Services through third parties unless a signed writing for a specific shipment prohibits it. Customer remains liable for all charges and obligations.

Electronic records and signatures. Customer agrees that electronic signatures, emails, portals, text messages, scanned documents, rate confirmations, bills of lading, delivery receipts, warehouse receipts, invoices, GPS records, photographs and system records may be used to evidence bookings, delivery, services, charges, claims and agreement to terms. Copies and electronic records are admissible to the same extent as originals.

Business records as evidence of debt. Altitude’s invoices, account statements, rate confirmations, proof-of-delivery records, warehouse records and payment ledgers will constitute prima facie evidence of the Services performed, charges incurred and amounts owed unless Customer timely disputes them under Section 3 with specific supporting evidence.

Confidentiality. Rates, pricing, carrier information, customer lists, operational methods and non-public business information exchanged by the parties are confidential and may not be disclosed except as necessary to perform Services, process claims, collect amounts owed, comply with law or enforce rights.

Data and systems. Altitude may use third-party technology, portals, EDI, tracking, telematics and communication tools. Altitude will use commercially reasonable safeguards but is not liable for outages, cyber events, third-party platform failures or data interruptions beyond Altitude’s reasonable control.

Force majeure. Altitude is excused from performance and not liable for delay, nonperformance, increased costs or failure caused by circumstances beyond its reasonable control, including weather, fire, flood, casualty, labor disruption, equipment shortage, fuel shortage, carrier failure, port or border disruption, cyber event, utility outage, governmental action, quarantine, pandemic, civil unrest, war, terrorism or acts of God.

Section 12: Term, Termination, Governing Law and Disputes

Term and termination. These Terms apply to Services until superseded or modified as permitted below. Altitude may suspend or terminate credit or Services immediately upon Customer default, credit concern, unsafe condition, illegal request or failure to provide required information. Termination does not affect amounts owed, liens, claims, limitations of liability, indemnity, confidentiality, dispute provisions or other terms that by their nature should survive.

Governing law. These Terms are governed by Michigan law, without regard to conflict-of-law rules, except to the extent federal transportation law, warehouse law, air law, international convention or other mandatory law applies to a specific shipment or service.

Venue and jurisdiction. Customer consents to personal jurisdiction and venue in the state and federal courts located in Michigan, including Wayne County, Oakland County or the United States District Court for the Eastern District of Michigan, at Altitude’s election for collection or enforcement actions. Altitude may also enforce liens, recover goods or collect charges in any jurisdiction where goods, Customer assets or Customer are located.

Jury waiver and class waiver. To the fullest extent permitted by law, each party waives trial by jury in any dispute arising from or relating to these Terms, Services, charges, goods or claims. Customer may bring claims only in its individual capacity and not as a class representative, class member, private attorney general or consolidated claimant, except where such waiver is prohibited by non-waivable law.

Injunctive and collection remedies. Altitude may seek temporary, preliminary and permanent injunctive relief, claim-and-delivery relief, lien enforcement, account collection and other equitable or provisional remedies without first pursuing mediation or arbitration. Customer agrees that unpaid charges and interference with lien rights may cause irreparable harm not fully compensable by money damages.

Section 13: General Provisions and Updates

Entire agreement. These Terms, together with accepted quotes, rate confirmations, bills of lading, warehouse receipts, written credit approvals and documents incorporated by reference, constitute the applicable online terms for Services and supersede prior online statements on the same subject, except to the extent a signed written agreement or shipment-specific written document controls.

Amendments and waivers. Except for prospective online updates and shipment-specific written documents, a signed customer agreement may be amended only as stated in that agreement. A waiver on one occasion is not a waiver on any other occasion. Failure to enforce a provision is not a waiver.

Severability. If any provision is held invalid or unenforceable, the provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect. The parties intend the liability, payment, lien, claim and fee provisions to be independent and severable.

Assignment. Customer may not assign rights or obligations relating to Services without Altitude’s written consent. Altitude may assign accounts receivable, collection rights, claim rights or applicable agreements in connection with a merger, sale, financing, factoring or transfer of business assets.

Notices. Notices must be in writing and sent by personal delivery, recognized overnight courier, certified mail or email to the contacts designated by the parties. Billing and operational communications may be sent by ordinary email.

Updates to online Terms. Altitude may revise these online Terms from time to time. Unless a signed agreement or applicable law requires a different process, updated online Terms apply prospectively to Services booked after the revised Terms are posted or otherwise provided. Continued request for or use of Services after the effective date constitutes acceptance of the revised online Terms for future Services.

Section 14: Contact