Joyner Intermodal — Terms & Conditions

Joyner Intermodal provides container drayage, rail-to-truck and truck-to-rail transfer, and intermodal coordination services ("Intermodal Services"), including coordination with ocean carriers, rail carriers, and marine/rail terminals, for commercial shippers, consignees, and freight forwarders ("Customer"). These Terms govern Intermodal Services in addition to any applicable rate confirmation, interchange agreement, or terminal/equipment provider terms incorporated by reference.

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company with its principal place of business in Atlanta, Georgia ("Joyner," "Company," "we," "us," or "our"), governing your access to and use of Joyner Intermodal (the "Service").

By accessing, registering for, booking, requesting, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any service-specific addenda referenced herein. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a business, organization, or other entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.

2. Equipment Interchange & Chassis

Container and chassis use is subject to the applicable Uniform Intermodal Interchange and Facilities Access Agreement ("UIIA") or equivalent interchange agreement between Joyner (or its contracted carrier) and the equipment provider. Customer acknowledges that per-diem, demurrage, detention, and chassis usage fees imposed by ocean carriers, railroads, terminals, or chassis pools are pass-through charges for which Customer is responsible, in addition to Joyner's transportation charges, except to the extent such charges result from Joyner's documented failure to perform within agreed free time.

3. Container & Cargo Information

Customer is responsible for providing accurate container number, seal number, weight (including certified gross mass where required for ocean shipments), commodity description, and hazardous material classification (if applicable) prior to dispatch. Joyner relies on information provided by Customer, the ocean carrier, or the customs broker of record and is not responsible for delays or charges resulting from inaccurate cargo information, missing documentation, customs holds, or terminal-imposed restrictions.

4. FMCSA & DOT Regulatory Compliance

Joyner operates as a licensed motor carrier and/or property broker providing drayage and intermodal transportation services subject to regulation by the Federal Motor Carrier Safety Administration ("FMCSA") and, where applicable, state departments of transportation. Joyner maintains active USDOT and MC operating authority appropriate to the services it provides and requires that any contracted or interlined carriers maintain valid USDOT numbers, operating authority, and insurance on file with FMCSA prior to dispatch.

Where Joyner arranges transportation through third-party motor carriers, Joyner performs broker carrier-vetting consistent with 49 C.F.R. Part 371, including verification of active operating authority, minimum insurance levels (cargo and public liability) consistent with 49 C.F.R. Part 387, and safety fitness status as reflected in FMCSA's Safety and Fitness Electronic Records (SAFER) system. Joyner does not knowingly tender freight to carriers with an "Unsatisfactory" safety rating or without current operating authority and insurance on file.

Customer acknowledges that, where Joyner acts as a broker, Joyner's role is to arrange transportation by a third-party motor carrier and that the selected carrier, not Joyner, has primary responsibility for the safe operation of the vehicle and care of the cargo while in the carrier's possession, except as otherwise provided by law or these Terms.

5. Demurrage, Per Diem & Detention

Demurrage (terminal storage), per diem (equipment usage beyond free time), and detention (truck/driver wait time) charges are billed in accordance with the applicable terminal, rail, or ocean carrier tariff, or Joyner's accessorial schedule, as applicable, and are the responsibility of Customer except where such charges directly result from Joyner's documented failure to retrieve or return equipment within the controllable free time window.

6. Payment Terms

Invoices are due within the payment terms specified on the applicable rate confirmation or, absent specific terms, within thirty (30) days of invoice and required documentation. Disputed charges must be raised in writing within fifteen (15) days of invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. Cargo Claims (Carmack Amendment)

To the extent Joyner acts as a motor carrier providing interstate transportation, liability for loss of or damage to cargo is governed by the Carmack Amendment, 49 U.S.C. § 14706, and applicable released-rate provisions, where a released value has been agreed in writing. Claims for cargo loss or damage must be filed in writing with Joyner within nine (9) months of delivery (or, in the case of non-delivery, within nine (9) months after a reasonable time for delivery has elapsed), and any lawsuit must be filed within two (2) years and one (1) day after Joyner provides written notice of disallowance of the claim, consistent with 49 C.F.R. Part 370.

Where Joyner acts as a broker arranging transportation by a third-party motor carrier, cargo claims are the responsibility of the executing motor carrier and its cargo insurance; Joyner will provide reasonable assistance in identifying the responsible carrier and applicable insurance but does not assume carrier liability for cargo in the possession of a third-party carrier, except where Joyner has agreed in writing to act as the carrier of record for a given shipment.

8. Insurance & Limitation of Liability

8.1 Insurance

Joyner maintains motor carrier liability, cargo, and general liability insurance applicable to its drayage and intermodal operations, consistent with applicable FMCSA minimums and UIIA requirements. Equipment damage (chassis, container) is addressed separately under the applicable interchange agreement with the equipment provider.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOYNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO INTERMODAL SERVICES, EXCLUDING CARGO LOSS OR DAMAGE GOVERNED BY THE CARGO CLAIMS SECTION ABOVE AND EXCLUDING EQUIPMENT DAMAGE GOVERNED BY THE APPLICABLE INTERCHANGE AGREEMENT SHALL NOT EXCEED the limits of Joyner's applicable liability insurance policy in effect at the time of the incident.

IN NO EVENT SHALL JOYNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF JOYNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for death or bodily injury caused by Joyner's gross negligence or willful misconduct.

8.3 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOYNER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9. Indemnification

You agree to indemnify, defend, and hold harmless Joyner, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) Customer's cargo description, documentation, or customs/regulatory compliance failures; or (d) your negligent or willful misconduct in connection with the Service.

10. Independent Contractor Status

Drivers, operators, and service personnel performing Intermodal Services may be Joyner employees, independent contractors, or personnel of third-party carriers and partners, depending on the market and assignment. Where service is performed by an independent contractor, nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between Joyner and such contractor, or between Joyner and the Customer with respect to that contractor's actions. Joyner requires all contracted personnel to maintain applicable licensure, insurance, and compliance with safety standards, but does not guarantee the conduct of independent third parties beyond applicable law.

11. Data & Privacy

Joyner's collection, use, and disclosure of personal information in connection with the Service is governed by the Joyner Privacy Policy, available at myjoyner.com, which is incorporated into these Terms by reference. By using the Service, you consent to such collection and use.

12. Intellectual Property

All content, trademarks, logos, software, and materials associated with the Service, including the "Joyner" name and marks, are the property of Joyner Transportation & Logistic Services LLC or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in such property except a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.

13. Term & Termination

These Terms remain in effect for as long as you use the Service. Joyner may suspend or terminate your access to the Service at any time, with or without cause or notice, including for breach of these Terms, non-payment, safety concerns, or suspected fraud. You may stop using the Service at any time. Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, dispute resolution, and intellectual property provisions) will survive.

14. Dispute Resolution; Binding Arbitration

14.1 Agreement to Arbitrate

You and Joyner agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as then in effect. The arbitration will be conducted by a single arbitrator and will take place in Fulton County, Georgia, unless the parties agree otherwise or applicable law requires a different venue. Judgment on the arbitration award may be entered in any court having jurisdiction.

14.2 Class Action Waiver

YOU AND JOYNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will be resolved in court, and the remainder of this arbitration agreement will remain in effect.

14.3 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@myjoyner.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 15 (Governing Law) through the courts identified therein.

15. Governing Law

These Terms and any dispute arising out of or related to them or the Service shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to the Dispute Resolution section above. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

16. Force Majeure

Joyner shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, weather, traffic conditions, road closures, governmental action, labor disputes, civil unrest, pandemic, fuel shortages, equipment failure, or other events of force majeure.

17. General Provisions

17.1 Modifications

Joyner may revise these Terms from time to time. Material changes will be communicated via the Service, email, or posting an updated effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

17.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

17.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without Joyner's prior written consent. Joyner may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Entire Agreement

These Terms, together with any referenced policies and service-specific addenda, constitute the entire agreement between you and Joyner regarding the Service and supersede all prior agreements and understandings.

17.6 Notices

Notices to Joyner should be sent to legal@myjoyner.com or to Joyner Transportation & Logistic Services LLC, Atlanta, Georgia. Joyner may provide notices to you via the contact information associated with your account.

17.7 Contact

Questions about these Terms may be directed to legal@myjoyner.com.