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ILM-CO LLC

CUSTOMER SERVICES AGREEMENT

This Customer Services Agreement  (the “Agreement”) made and entered into between ILM-CO LLC Corp., a corporation organized under the laws of Texas (“ILM-CO LLC”), and you (“Customer”) (or collectively, “Parties”) for the purpose of specifying the terms and conditions under which ILM-CO LLC will allow Customer to reserve and contract for warehousing and related services through ILM-CO LLC’s platform (the “Services”). Access to and use of the Services is subject to acceptance of the terms of this Agreement. By accessing, using or making a reservation through the Services, you agree to be bound by all the terms of this Agreement.

  1. SCOPE OF SERVICES.

ILM-CO LLC provides a proprietary Warehouse Marketplace (the “Platform”) directly connecting customers with warehouses for the storage of goods. During the term of this Agreement and for so long as Customer complies with all requirements hereunder, Customer will be provided access to the Platform to reserve and contract for warehouse space at participating warehouses listed on the Platform (each individually referred to as a “Warehouse”). The price and terms of all transactions on the Platform are negotiated between the Customer and the Warehouse, subject to the terms and conditions of this Agreement. Any attempt to circumvent the Platform and contract directly with a Warehouse outside of the Platform shall constitute a breach of this Agreement subjecting Customer to immediate termination of the Agreement in addition to such other rights and remedies conferred upon ILM-CO LLC herein.

As used in this Agreement, the following definitions shall apply to Customer’s transactions on the Platform:

Warehousing – The practice or process of storing goods in a warehouse.

Crossdocking – The transfer of goods and materials from an inbound carrier to an outbound carrier, without goods or products actually entering the Warehouse or being put away into storage.

Freeze Warehousing – Refrigerated warehouse space that provides cold storage for Customer’s goods. This includes varying degrees of refrigeration: High temperature ranging between 5 degrees and minus 5 degrees Celsius; Medium temperature ranging from minus 10 degrees to minus 18 degrees Celsius; Low temperature ranging between minus 23 degrees and minus 28 degrees Celsius; and Ultra low temperature equal to or below minus 30 degrees Celsius. The precise temperature ranges provided by a Warehouse will be specified in the Rate Card agreed to by Customer and the Warehouse.

Local Delivery – Delivery to an address less than 75 miles from the location of the Warehouse.

  1. SHIPPING.

Customer agrees not to ship goods under a carriage agreement naming the Warehouse or ILM-CO LLC as a consignee. Customer must ensure that the bill of lading on all goods shipped by Customer under this Agreement specifically states that Customer is the consignee. Customer further agrees to indemnify and hold harmless ILM-CO LLC from any and all claims for unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with shipment of the goods. If Customer is in violation of this Section 2, ILM-CO LLC retains the right to cancel the storage agreement, direct the Warehouse to refuse such goods, and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such goods.

  1. TENDER FOR STORAGE.

Customer represents and warrants that it is the owner or lawful possessor of all goods tendered by Customer under this Agreement and that it has the sole legal right to store and thereafter direct the release and/or delivery of such goods. Customer shall deliver all goods properly packaged for handling and identified accurately, completely, and in a conspicuous manner on their container(s). Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired (including details respecting specialized handling instructions and safety procedures for individual items). Customer further represents and warrants that there are no potential health safety or environmental hazards associated with the storage and handling of the goods tendered by Customer under this Agreement.

  1. STORAGE PERIOD AND CHARGES.

(a) The storage term, charges and related fees are set forth in the Rate Card agreed to by Customer and the Warehouse when completing the transaction on the Platform. The charges and fees contemplate ordinary labor services typically involved in receiving and returning tendered goods at the Warehouse’s entrance and placing them in storage.

(b) Unless specifically agreed to in the Rate Card, the fees do not include any additional services, including but not limited to the following activities, by way of example: (i) loading and unloading the goods onto and/or off of a motor vehicle; (ii) special handling of hazardous, unique, damaged, delicate, or otherwise non-conforming goods; (iii) packaging and/or labeling services or supplies; (iv) mail, courier, or other delivery or transportation services; (v) inspection of goods; (vi) providing insurance on goods; (vii) receiving or delivering goods outside of normal business hours; or (viii) reporting serial numbers or other packaging data (collectively the “Additional Services”).

(c) If Customer requests Additional Services other than those set forth in the Rate Card, Customer must initiate a new transaction on the Platform for the Additional Services and pay the Warehouse’s then current rate therefor. No Additional Services shall be rendered by the Warehouse until and unless Customer completes a new transaction on the Platform for the Additional Services. Under no circumstance shall Customer contract for or pay for Additional Services directly with the Warehouse outside of the Platform.

(d) If Customer requires storage beyond the term provided on the Rate Card, Customer must initiate a new transaction on the Platform for the additional term and pay the Warehouse’s then current rate for the additional term through the Platform.

  1. REPRESENTATIONS AND WARRANTIES OF CUSTOMER.

Customer represents and warrants to ILM-CO LLC as follows:

(a) That it is duly organized, validly existing, and in good standing in its state of incorporation, and has the full power and authority to enter into this Agreement and fulfill its obligations hereunder;

(b) That is will fulfill its obligations hereunder in compliance will all applicable laws, rules, and regulations, as well as in compliance with all of ILM-CO LLC’s and each Warehouse’s standard policies and procedures as communicated from time to time to Customer;

(c) That is will obtain and maintain, at its own expense, all permits and licenses required in connection with its activities under this Agreement;

(d) That in fulfilling its obligations hereunder, it will not violate any contractual obligation or confidential relationship which it may have to or with any third party;

(e) That it is the owner or has lawful possession of the Goods and has the right and authority to store them and thereafter direct their release and delivery;

(f) That it will provide the Warehouse will all relevant, accurate, and complete information concerning the goods as may be reasonably requested to allow the Warehouse to comply with all applicable laws, rules, and regulations;

(g) That it will provide the Warehouse will accurate and complete information as to the count, weight, description, and condition of the goods. Customer acknowledges and agrees the Warehouse has no obligation to verify the quantity, content, condition, or quality of the goods tendered hereunder. Customer further warrants that all individual packages, pieces, and items are clearly and accurately marked;

(h) That there are no third-party priority security interests in and to the goods; and

(i) That there are no actual, threatened, or potential safety, health, or environmental hazards associated with the Warehouse’s handling and storage of the goods as contemplated hereunder, other than those which are specifically communicated to the Warehouse in writing in sufficient detail and subsequently accepted by the Warehouse in writing in advance of any storage under this Agreement.

The provisions of this Section 5 shall survive termination of this Agreement.

  1. INSURANCE.

            Customer shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance, or Customer shall elect to self-insure any portion thereof: (a) All-Risk Property Damage insurance insuring all goods tendered under this Agreement in an amount not less than the actual replacement cost thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer, and (b) Cargo Insurance on an all risk basis for any and all transportation exposures, whether related to an owned vehicle or a third-party contract or common carrier, in an amount not less than the actual replacement value thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer. Upon ILM-CO LLC’s request, Customer shall provide ILM-CO LLC a certificate of insurance showing that such insurance coverage has been obtained and procured by Customer. Furthermore, Customer agrees to indemnify and hold harmless ILM-CO LLC and related companies against loss of any kind except as provided under a Warehouseman’s Legal Liability coverage provided by the Warehouse.

            ILM-CO LLC is not providing Customer with a representation or warranty of any kind that the Warehouse and/or its contents cannot be destroyed by events such as a fire or flood. ILM-CO LLC is not required to maintain insurance to protect Customer’s goods for the benefit of Customer. Customer acknowledges that the fees set forth in the Rate Card do not include insurance coverage of any kind unless specifically set forth therein.

            The provisions of this Section 6 shall survive termination of this Agreement.

  1. INDEMNITY. 

Customer shall protect, defend, indemnify, and hold ILM-CO LLC harmless from and against all loss, liability, damage, claim, demand, suit, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to the performance or breach of this Agreement by Customer, its employees or independent contractors working for Customer (collectively, the “Claims”), including, but not limited to, Claims for or related to personal injury (including death), property damage and Customer’s carrier’s possession, use, maintenance, custody or operation of the equipment delivering goods tendered under this Agreement; provided, however, that Customer’s indemnification and hold harmless obligations under this paragraph will not apply to any portion of such claim attributable to the tortuous conduct of ILM-CO LLC. Customer also agrees to indemnify, protect and hold ILM-CO LLC harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, import and export taxes with respect to ILM-CO LLC.  Customer also agrees indemnify, protect and hold ILM-CO LLC harmless from any and all unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with shipment of the goods tendered by Customer under this Agreement. Customer’s obligations hereunder shall include ILM-CO LLC’s cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the ILM-CO LLC.

The provisions of Section 7 shall survive termination of this Agreement.

  1. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ILM-CO LLC SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ILM-CO LLC’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF ILM-CO LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ILM-CO LLC’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES PROVIDED ON ILM-CO LLC’S PLATFORM OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CUSTOMER TO ILM-CO LLC UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS ARTICLE SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

  1. INFORMATION SYSTEMS.

            Any management information system or computer hardware or software used or supplied by ILM-CO LLC in connection with the Platform or this Agreement is and will remain ILM-CO LLC’s exclusive property. Neither the use or any access to such system or property by Customer will convey to Customer any use, license or ownership rights in ILM-CO LLC’s property.

  1. TERMINATION.

If Customer files a voluntary petition for relief under the bankruptcy code, or has an involuntary bankruptcy petition filed against it, or if Customer should be adjudicated a bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver is appointed by a court of competent jurisdiction over Customer, or if Customer should persistently or repeatedly disregards laws, ordinances, or instructions of a Warehouse, or has otherwise breached a material provision of this Agreement, ILM-CO LLC may, without obligation and without prejudice to any and all rights and remedies of ILM-CO LLC at law and in equity, terminate this Agreement immediately upon giving Customer written notice of such termination. Either Party may terminate this Agreement at any time, with termination effective thirty (30) days after delivery of written notice of termination.

If this Agreement expires or is terminated for any reason, Customer shall be required to promptly remove all goods from the Warehouse or facility, subject to all of its payment obligations hereunder being satisfied. Failure to promptly make such payment and removal shall give rise to the Warehouse’s right to remove the goods and sell them, either publicly or privately and without notice to Customer or any third party, subject to applicable law. ILM-CO LLC shall be entitled to continue charging the fees set forth in the Rate Card after any termination hereunder for the continued storage and service activities until such pickup, sale, or disposal takes place.

  1. FORCE MAJURE.

            Neither Party will be liable to the other for failing to perform or discharge any obligation of this Agreement where such failure is caused by acts of God, labor disorders, fire, weather, closing of public highways, government interference and/or other causes beyond the affected parties’ control.

  1. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. 

This Agreement represents the entire agreement and understanding of the Parties with regard to its subject matter.  No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into this Agreement, nor any course of conduct of the Parties before or after the effective date of this Agreement, shall have the effect of modifying the Parties’ rights and obligations under this Agreement in any way.  This Agreement shall not be altered or amended except in writing signed by duly authorized representatives of all parties. This Agreement may not be assigned or transferred in whole or in part. This Agreement shall be binding upon and inure to the benefit of the parties hereto.

  1. SEVERABILITY. 

To the extent that any provision of this Agreement may be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court.  The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of this Agreement, nor as affecting the validity or enforceability of any part of this Agreement in other jurisdictions. 

  1. WAIVER. 

Neither the failure of a Party to exercise or strictly enforce any right, power or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege excusing the other party from future performance.   

  1. GOVERNING LAW.

The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles. The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Cook County, Illinois. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

  1. NOTICES. 

Any written notice required or permitted under this Agreement shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to ILM-CO LLC at the address set forth below or to Customer at the address established by Customer during registration for the Services.  Notices shall be considered to have been received by the addressee Party on the third Business Day after mailing, on the first Business Day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Notices to ILM-CO LLC should be sent to:

ILM-CO LLC 
1607 Chelsea Ln

Austin, TX 78704

  1. BINDING, ETC. 

This Agreement shall be binding upon the respective heirs, executors, personal representatives, successors and assigns (where permitted) of the parties hereto.

  1. ATTORNEY’S FEES. 

In the event it becomes necessary to enforce any of the terms or conditions of this Agreement, the prevailing party shall be awarded it reasonable attorney’s fee in addition to any costs allowed by law.

  1. RELATIONSHIP OF THE PARTIES.

The Parties hereto are independent contractors and as such, its employees, contractors, and personnel performing any services under this Agreement shall at no time be considered an employee of the other Party. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.

  1. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.

  1. CAPTIONS.  

The captions and headings set forth in this Agreement are for convenience only.  They shall not be considered a part of this Agreement, nor affect in any way the meaning of its terms and conditions.

WAREHOUSE SERVICES AGREEMENT

            This Warehouse Services Agreement  (the “Agreement”) made and entered into between ILM-CO LLC., a corporation organized under the laws of Texas (“ILM-CO LLC”), and you (“Provider”) (or collectively, “Parties”) for the purpose of specifying the terms and conditions under which ILM-CO LLC will allow Provider to list and provide warehousing/storage, handling, delivery, and related services to depositors through ILM-CO LLC’s platform (the “Services”), and under which Provider will render those Services. Access to and use of the ILM-CO LLC platform is subject to acceptance of the terms of this Agreement. By accessing, using or contracting to provide warehousing and related services through the ILM-CO LLC platform, you agree to be bound by all the terms of this Agreement.

  1. SCOPE OF SERVICES.

ILM-CO LLC provides a proprietary Warehouse Marketplace (the “Platform”) directly connecting depositors with warehouses for the storage of goods. During the term of this Agreement and for so long as Provider complies with all requirements hereunder, Provider will be provided access to ILM-CO LLC’s Platform to list and contract for provision of warehousing and storage at Provider’s warehouse facility (the “Warehouse”). The price and terms of all transactions on the Platform are negotiated between the Provider and the depositor (the “Depositor”), subject to the terms and conditions of this Agreement. Any attempt to circumvent the Platform and contract directly with a Depositor outside of the Platform shall constitute a breach of this Agreement subjecting Provider to immediate termination of the Agreement in addition to such other rights and remedies conferred upon ILM-CO LLC herein.

As used in this Agreement, the following definitions shall apply to Provider’s transactions on the Platform:

Warehousing – The practice or process of storing goods in a warehouse.

Crossdocking – The transfer of goods and materials from an inbound carrier to an outbound carrier, without goods or products actually entering the Warehouse or being put away into storage.

Freeze Warehousing – Refrigerated warehouse space that provides cold storage for Provider’s goods. This includes varying degrees of refrigeration: High temperature ranging between 5 degrees and minus 5 degrees Celsius; Medium temperature ranging from minus 10 degrees to minus 18 degrees Celsius; Low temperature ranging between minus 23 degrees and minus 28 degrees Celsius; and Ultra low temperature equal to or below minus 30 degrees Celsius. The precise temperature ranges provided by a Warehouse will be specified in the Rate Card agreed to by Provider and the Warehouse.

Local Delivery – Delivery to an address less than 75 miles from the location of the Warehouse.

  1. STORAGE PERIOD AND CHARGES.

(a) The storage term, charges and related fees are set forth in the Rate Card agreed to by Provider and Depositor when completing the transaction on the Platform. The charges and fees contemplate ordinary labor services typically involved in receiving and returning tendered goods at the Warehouse’s entrance and placing them in storage.

(b) Unless specifically agreed to in the Rate Card, the fees do not include any additional services, including but not limited to the following activities, by way of example: (i) loading and unloading the goods onto and/or off of a motor vehicle; (ii) special handling of hazardous, unique, damaged, delicate, or otherwise non-conforming goods; (iii) packaging and/or labeling services or supplies; (iv) mail, courier, or other delivery or transportation services; (v) inspection of goods; (vi) providing insurance on goods; (vii) receiving or delivering goods outside of normal business hours; or (viii) reporting serial numbers or other packaging data (collectively the “Additional Services”).

(c) If Depositor requests Additional Services other than those set forth in the Rate Card, Depositor must initiate a new transaction on the Platform for the Additional Services and pay the Provider’s then current rate therefor. No Additional Services shall be rendered by Provider until and unless Depositor completes a new transaction on the Platform for the Additional Services. Under no circumstance shall Provider contract for or receive payment for Additional Services directly from the Depositor outside of the Platform.

(d) If Depositor requires storage beyond the term provided on the Rate Card, Depositor must initiate a new transaction on the Platform for the additional term and pay the Provider’s then current rate for the additional term through the Platform.

  1. TENDER FOR STORAGE.

With respect to Depositor’s tender of goods to Provider, ILM-CO LLC shall require in its contract with Depositor that: (a) Depositor warrant that it is the owner or lawful possessor of all goods tendered by Depositor under this Agreement and that Depositor has the sole legal right to store and thereafter direct the release and/or delivery of such goods; (b) Depositor shall deliver all goods properly packaged for handling and identified accurately, completely, and in a conspicuous manner on their container(s); (c) Depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired (including details respecting specialized handling instructions and safety procedures for individual items); and (d) Depositor warrant that there are no potential health safety or environmental hazards associated with the storage and handling of the goods tendered by Depositor.  ILM-CO LLC has not undertaken an investigation of these matters and makes no representation or warranty regarding the accuracy or truthfulness of such matters. ILM-CO LLC’s sole obligation is to require that Depositor agree to such terms and representations in its contract with ILM-CO LLC. Provider may refuse to accept for storage any goods that are tendered by Depositor in a manner that is not in conformity with the requirements set forth in this Section 3.

  1. REPRESENTATIONS AND WARRANTIES OF PROVIDER.

Provider represents and warrants to ILM-CO LLC as follows:

(a) That it is duly organized, validly existing, and in good standing in its state of incorporation, and has the full power and authority to enter into this Agreement and fulfill its obligations hereunder;

(b) That is will fulfill its obligations hereunder in compliance will all applicable laws, rules, and regulations, as well as in compliance with all of ILM-CO LLC’s standard policies and procedures as communicated from time to time to Provider;

(c) That is will obtain and maintain, at its own expense, all permits and licenses required in connection with its activities under this Agreement;

(d) That in fulfilling its obligations hereunder, it will not violate any contractual obligation or confidential relationship which it may have to or with any third party;

(e) That it is the owner or has lawful right to use the Warehouse and has the right and authority to store the Depositor’s goods;

(f) That it will provide the Depositor reasonable access to Depositor’s goods and will use reasonable efforts to release the deposited goods within a reasonable time following receipt of request from Depositor;

(g)That it waives any and all right to asset a lien against the Depositor’s goods; and

(h) That it currently maintains all insurance required under this Agreement and will continue to maintain, uninterrupted, such insurance at all times during this Agreement.

The provisions of this Section 4 shall survive termination of this Agreement.

  1. WAIVER OF LIEN ON GOODS.

Provider shall not withhold any goods of the Depositor on account of any dispute as to rates or any alleged failure of ILM-CO LLC to pay charges incurred under this Agreement. Provider is relying upon the general credit of ILM-CO LLC and hereby waives and releases all liens which Provider might otherwise have to any goods of ILM-CO LLC or its Depositors in the possession or control of Provider.

  1. PAYMENTS.

Provider will charge and ILM-CO LLC will pay for Services contracted for on the Platform at the rates and charges as shown on the Rate Card agreed to by Provider and Depositor on the Platform. Provider represents and warrants that there are no other applicable rates, taxes or charges except those established in the Rate Card agreed to by Provider and Customer. Payment by ILM-CO LLC will be made within THREE (3) days of receipt by ILM-CO LLC of Provider’s invoice and documents enabling ILM-CO LLC to ascertain that service has been provided at the agreed upon charge. In the event service is provided and it is subsequently discovered that there was no applicable rate in the applicable Rate Card, the parties agree that the rate paid by Depositor and collected by ILM-CO LLC shall be the agreed upon contract rate. Provider agrees that ILM-CO LLC has the exclusive right to handle all billing and collection of charges from the Depositor for the Services provided herein, and, as such, Provider agrees to refrain from all collection efforts against the Depositor, consignor, or consignee. Provider further agrees that ILM-CO LLC has the discretionary right to offset any payments owed to Provider hereunder for liability incurred by Provider pursuant to Section 9 of this Agreement.

  1. RELEASE OF GOODS.

Upon either: (a) Depositor’s provision of 24 hours advance written notice to Provider requesting release of some or all of the goods; (b) expiration of the term agreed to by Depositor and Provider in the Rate Card; or (c) termination of this Agreement, Provider shall release the goods to Depositor as soon as practically possible.  In the event that any goods are to be shipped /delivered by Provider, rather than picked up by Depositor, Depositor shall be responsible for payment of all shipping, handling, delivery, and related expenses through the Platform.

  1. INSURANCE.

Provider shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance: (a) Comprehensive Commercial General Liability Insurance with minimum limits of not less than $1,000,000 USD per occurrence; (b) Warehouse Legal Liability Insurance with minimum limits of not less than $1,000,000 per occurrence; (c) Worker’s Compensation Insurance with limits not less than required by applicable law; (d) Commercial Automobile Liability Insurance, with a combined single limit of not less than $1,000,000 USD per occurrence; and (e) Employer’s Liability Insurance in limits not less than $1,000,000 USD per employee per accident. ILM-CO LLC shall be named as an additional insured or, in ILM-CO LLC’s sole discretion, a certificate holder, in the insurance coverages to be maintained by Provider under this Agreement. Provider shall furnish to ILM-CO LLC, prior to accepting any shipment for transportation under this Agreement, a written certificate obtained from the insurance carriers showing that such insurance has been procured, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policy shall be given to Provider at least thirty (30) days prior to such cancellation or modification. Furthermore, Provider agrees to indemnify and hold harmless ILM-CO LLC against loss of any kind.

The provisions of this Section 8 shall survive termination of this Agreement.

  1. INDEMNITY. 

Provider shall protect, defend, indemnify, and hold ILM-CO LLC harmless from and against all loss, liability, damage, claim, demand, suit, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to the performance or breach of this Agreement by Provider, its employees or independent contractors working for Provider (collectively, the “Claims”), including, but not limited to, Claims for or related to personal injury (including death), property damage and Provider’s possession, use, maintenance, custody or operation of the equipment delivering goods tendered under this Agreement; provided, however, that Provider’s indemnification and hold harmless obligations under this paragraph will not apply to any portion of such claim attributable to the tortuous conduct of ILM-CO LLC. Provider also agrees to indemnify, protect and hold ILM-CO LLC harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, import and export taxes with respect to ILM-CO LLC.  Provider also agrees indemnify, protect and hold ILM-CO LLC harmless from any and all unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with the delivery of goods tendered by a Depositor under this Agreement. Provider’s obligations hereunder shall include ILM-CO LLC’s cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the ILM-CO LLC.

The provisions of Section 9 shall survive termination of this Agreement.

  1. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ILM-CO LLC SHALL NOT BE LIABLE TO PROVIDER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ILM-CO LLC’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF ILM-CO LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ILM-CO LLC’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES PROVIDED ON THE PLATFORM OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY ILM-CO LLC TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS ARTICLE SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

  1. INFORMATION SYSTEMS.

Any management information system or computer hardware or software used or supplied by ILM-CO LLC in connection with the Platform or this Agreement is and will remain ILM-CO LLC’s exclusive property. Neither the use or any access to such system or property by Provider will convey to Provider any use, license or ownership rights in ILM-CO LLC’s property.

  1. TERMINATION.

If Provider files a voluntary petition for relief under the bankruptcy code, or has an involuntary bankruptcy petition filed against it, or if Provider should be adjudicated a bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver is appointed by a court of competent jurisdiction over Provider, or if Provider should persistently or repeatedly disregards laws, ordinances, or instructions of a Depositor, or has otherwise breached a material provision of this Agreement, ILM-CO LLC may, without obligation and without prejudice to any and all rights and remedies of ILM-CO LLC at law and in equity, terminate this Agreement immediately upon giving Provider written notice of such termination. Either Party may terminate this Agreement at any time, with termination effective thirty (30) days after delivery of written notice of termination.

If this Agreement expires or is terminated for any reason, Provider shall be required to promptly cooperate with ILM-CO LLC and the Depositor to remove all goods from the Warehouse or facility.

  1. FORCE MAJURE.

Neither Party will be liable to the other for failing to perform or discharge any obligation of this Agreement where such failure is caused by acts of God, labor disorders, fire, weather, closing of public highways, government interference and/or other causes beyond the affected parties’ control.

  1. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. 

This Agreement represents the entire agreement and understanding of the Parties with regard to its subject matter.  No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into this Agreement, nor any course of conduct of the Parties before or after the effective date of this Agreement, shall have the effect of modifying the Parties’ rights and obligations under this Agreement in any way.  This Agreement shall not be altered or amended except in writing signed by duly authorized representatives of all parties. This Agreement may not be assigned or transferred in whole or in part. This Agreement shall be binding upon and inure to the benefit of the parties hereto.

  1. NON-SOLICITATION. 

Provider promises and agrees that during the term of this Agreement, it will not influence or attempt to influence Depositors on the Platform nor will it contact directly or indirectly any Depositor on the Platform specifically but not limited to those clients and customers of ILM-CO LLC that the Provider has provided Services to; nor shall it attempt directly or indirectly to divert ILM-CO LLC’s business to any individual, partnership, firm, corporation or other entity then in competition or planning to be in competition in the future with the business of ILM-CO LLC or any subsidiary or affiliate of ILM-CO LLC. 

For a period of twenty four (24) months following the Provider’s last contract with any Depositor or customer of ILM-CO LLC, the Provider agrees it shall not either directly or indirectly influence or attempt to influence Depositors or customers of ILM-CO LLC on the Platform (or any of its present or future subsidiaries or affiliates) for whom the Provider has rendered Services pursuant to this Agreement to divert their business to the Provider or any individual, partnership, firm, corporation or other entity then in competition or planning to be in competition in the future with the business of ILM-CO LLC or any subsidiary or affiliate of ILM-CO LLC. Provider is specifically prohibited during the restricted period from soliciting Services from a Depositor, shipper, consignor, consignee, or other customer of ILM-CO LLC, who were first introduced/tendered to Provider through the Platform.

Provider acknowledges that violation of this non-solicitation paragraph would cause irreparable harm to Lanez and that in the event of breach of this paragraph, ILM-CO LLC would be entitled to injunctive relief as well as damages in a court of appropriate jurisdiction.  Provider consents and stipulates to the entry of such injunctive relief in the event of a violation of this non-solicitation paragraph.

  1. 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.

  1. SEVERABILITY. 

To the extent that any provision of this Agreement may be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court.  The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of this Agreement, nor as affecting the validity or enforceability of any part of this Agreement in other jurisdictions. 

  1. WAIVER. 

Neither the failure of a Party to exercise or strictly enforce any right, power or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege excusing the other party from future performance.   

  1. GOVERNING LAW.

The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles. The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Cook County, Illinois. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

  1. NOTICES. 

Any written notice required or permitted under this Agreement shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to ILM-CO LLC at the address set forth below or to Provider at the address established by Provider during registration for the Services.  Notices shall be considered to have been received by the addressee Party on the third Business Day after mailing, on the first Business Day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Notices to ILM-CO LLC should be sent to:

ILM-CO LLC Corp
1607 Chelsea ln

Austin, TX 78704

  1. BINDING, ETC. 

This Agreement shall be binding upon the respective heirs, executors, personal representatives, successors and assigns (where permitted) of the parties hereto.

  1. ATTORNEY’S FEES. 

In the event it becomes necessary to enforce any of the terms or conditions of this Agreement, the prevailing party shall be awarded it reasonable attorney’s fee in addition to any costs allowed by law.

  1. RELATIONSHIP OF THE PARTIES.

The Parties hereto are independent contractors and as such, its employees, contractors, and personnel performing any services under this Agreement shall at no time be considered an employee of the other Party. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.

  1. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.

  1. CAPTIONS.

The captions and headings set forth in this Agreement are for convenience only.  They shall not be considered a part of this Agreement, nor affect in any way the meaning of its terms and conditions.

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