Carrier Portal Terms and Carrier Setup Terms

These Carrier Terms govern Carrier's use of HEAT Freight's carrier setup and portal systems and supplement, but do not replace, the separate Contract Carrier - Freight Broker Agreement between Carrier and HEAT Freight, any Rate Confirmation, and any other shipment-specific written instructions.

Unless a different order of precedence is expressly stated in a signed writing:

1. a signed Contract Carrier - Freight Broker Agreement controls the general broker-carrier relationship;
2. a Rate Confirmation controls shipment-specific rates and shipment-specific service terms for the applicable load;
3. these Carrier Terms control website, portal, onboarding, document-submission, e-signature, identity-verification, remittance, and related administrative matters.

Setup approval does not obligate HEAT Freight to tender any load, and Carrier is not approved for any shipment unless HEAT Freight separately tenders the shipment and Carrier is authorized to move it.

Carrier represents, warrants, and agrees that:

1. it is a duly authorized motor carrier authorized to provide the transportation services it offers;
2. it is the same legal entity identified in its FMCSA records, W-9, insurance records, bank / remittance records, and setup documents;
3. it has full authority to enter into and perform under its agreements with HEAT Freight;
4. the individual using the portal or submitting documents for Carrier is authorized to bind Carrier;
5. Carrier is not using another company's authority, insurance, or identity without full legal right and disclosure;
6. Carrier will immediately notify HEAT Freight of any suspension, revocation, lapse, downgrade, out-of-service order, material safety event, ownership change, or other material change affecting Carrier's eligibility.

Carrier shall provide true, correct, current, and complete information in all setup forms, onboarding documents, portal entries, email communications, and payment instructions.

Carrier shall promptly update HEAT Freight in writing if any of the following change:

• legal name,
• DBA,
• ownership,
• FMCSA authority,
• tax identification,
• insurance,
• dispatch contacts,
• safety contacts,
• claims contacts,
• bank / remittance information,
• factoring status,
• notice of assignment status, or
• physical or mailing address.

HEAT Freight may rely on submitted information until HEAT Freight receives written notice of a change and has a reasonable opportunity to verify and act on it.

Carrier shall maintain all insurance, operating authority, registrations, and compliance documents required by law, by HEAT Freight's carrier agreement, or by HEAT Freight's onboarding requirements.

Carrier shall provide requested certificates, declarations pages, endorsements, W-9 forms, remittance information, and other documents reasonably requested by HEAT Freight to verify identity, authority, safety, insurance, or payment instructions.

A certificate of insurance, portal upload, or setup approval does not waive Carrier's obligation to maintain all required coverage at all times.

HEAT Freight may require additional verification before approving Carrier, tendering a shipment, releasing a rate confirmation, changing remittance instructions, or issuing payment.

Carrier authorizes HEAT Freight to verify information with insurers, agents, brokers, factors, banks, FMCSA sources, safety-data providers, and other reasonably relevant third parties.

Carrier shall cooperate with reasonable anti-fraud procedures, including requests for:

• driver identity,
• driver phone number,
• tractor number,
• trailer number,
• plate information,
• live tracking,
• ELD / GPS or macro point data,
• insurance verification,
• factor verification,
• bank / remittance verification,
• ownership verification,
• signed acknowledgments, and
• additional document authentication.

HEAT Freight may delay approval, delay payment, place a load on hold, or reject a remittance change until verification is completed.

Carrier shall not, without HEAT Freight's prior written consent:

1. re-broker, double-broker, co-broker, subcontract, assign, interline, tender, or transfer any shipment to another carrier, broker, freight forwarder, intermediary, or other person or entity;
2. substitute another carrier;
3. substitute equipment, power unit, trailer, or driver in a way inconsistent with HEAT Freight's instructions or Carrier's agreement with HEAT Freight; or
4. transload, cross-dock, store, yard, or otherwise transfer cargo off the originally disclosed equipment except in a documented emergency to protect persons or cargo and with immediate notice to HEAT Freight.

Carrier acknowledges that unauthorized re-brokering, transfer, or substitution is a material breach and may result in immediate suspension, cancellation of approval, withholding of payment, setoff, recoupment, denial of claims, and any other remedies allowed by applicable agreements or law.

Carrier shall maintain accurate and responsive operational communications with HEAT Freight for any shipment tendered by HEAT Freight.

Carrier may be required to provide check calls, location updates, ELD / GPS sharing, macro point acceptance, or similar tracking while any HEAT Freight shipment is in transit.

Carrier shall promptly report accidents, delays, claims, shortages, damage, theft, seal issues, service failures, law-enforcement events, and any material change affecting pickup, transit, or delivery.

Carrier may assign receivables to a factor only by written notice to HEAT Freight.

Any notice of assignment ("NOA"), factoring arrangement, or receivables assignment does not alter Carrier's obligations to HEAT Freight and does not waive any right of withholding, setoff, recoupment, defense, audit, cargo-claim deduction, chargeback, or other remedy available to HEAT Freight.

If HEAT Freight:

1. receives an NOA or other payment direction from a factor; or
2. is told by Carrier in its setup package, onboarding form, application, email, portal submission, or other communication that Carrier is factored or that its receivables are assigned,

then HEAT Freight may reasonably treat Carrier's receivables as assigned even if HEAT Freight has not yet received a formal NOA.

In that event:

• Carrier may submit delivery documents and invoice backup for processing,
• Carrier shall not bill HEAT Freight directly for direct payment,
• Carrier shall have no expectation of direct payment from HEAT Freight, and
• HEAT Freight may reject, return, or place on hold any invoice submitted directly by Carrier,

unless and until HEAT Freight receives a written release, reassignment, or payoff letter from the factor, in form reasonably acceptable to HEAT Freight, expressly authorizing direct payment to Carrier either generally or for the specific invoices at issue.

HEAT Freight may rely in good faith on any NOA, factor communication, factor remittance instruction, or Carrier representation that receivables are factored unless and until HEAT Freight receives such written release.

Carrier shall indemnify and hold harmless HEAT Freight from any duplicate-payment claim, competing-payment claim, or other loss arising out of conflicting instructions, alleged termination of factoring, or any receivables assignment involving Carrier.

Any request to change ACH information, bank information, factor information, remittance address, or payment contact may be held until HEAT Freight completes reasonable verification.

HEAT Freight may require written confirmation from Carrier, Carrier ownership, Carrier billing contacts, a factor, a bank, or other sources reasonably selected by HEAT Freight before acting on a payment-direction change.

Carrier shall treat rates, customer identities, load details, lane information, project information, portal content, operational communications, and other nonpublic information received from HEAT Freight as confidential.

Carrier shall use such information only for legitimate business with HEAT Freight and not for unauthorized disclosure, solicitation, circumvention, competitive use, or other improper purpose.

HEAT Freight may monitor portal use, submission activity, access history, IP logs, email trails, e-sign audit trails, and related records for security, legal, operational, and business purposes.

Carrier agrees that HEAT Freight's electronic records, portal logs, e-sign logs, submission records, and communication records may be used to verify assent, authority, submission timing, and transactional history.

HEAT Freight may reject Carrier's setup, suspend Carrier, revoke portal access, require additional verification, or terminate Carrier's use of the portal at any time, with or without notice, for fraud concerns, compliance concerns, safety concerns, document irregularities, insurance issues, payment-direction issues, operational issues, or business reasons.

Nothing in these Carrier Terms requires HEAT Freight to approve Carrier, tender freight to Carrier, or continue doing business with Carrier.

Carrier agrees that checked boxes, typed names, uploaded documents, email acknowledgments, electronic signatures, and authenticated submissions through HEAT Freight's systems may be used to form binding agreements and satisfy signature and writing requirements to the fullest extent permitted by law.

Carrier agrees to receive notices, setup communications, claims communications, factor communications, operational instructions, and other business communications electronically unless HEAT Freight expressly agrees otherwise in writing.

These Carrier Terms are governed by the laws of the State of Alabama, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Carrier Terms, the carrier portal, carrier setup, or related electronic submissions shall be brought exclusively in the state or federal courts located in Jefferson County, Alabama, and Carrier consents to jurisdiction and venue there.

HEAT Freight may update these Carrier Terms by posting revised terms to the Site.

Carrier's continued use of HEAT Freight's carrier setup or portal after revised terms are posted constitutes acceptance of the revised terms; provided, however, that any separately signed broker-carrier agreement and any already-issued rate confirmation remain subject to their own terms except to the extent the updated Carrier Terms govern portal, onboarding, e-signature, remittance, or other administrative matters.

Questions regarding these Carrier Terms may be directed to HEAT Freight through the contact information posted on the Site.