Terms of Use

1. Who we are and what this is

The Carrier Portal (the “Portal”) is operated by High Tide Logistics LLC (“High Tide,” “we,” “us”). The Portal is a private, business-to-business tool that lets High Tide’s authorized motor-carrier partners (“Carrier,” “you”) view freight that High Tide has made available, submit offers on that freight, and review the offers and loads associated with their account.

The Portal is a convenience interface. High Tide’s transportation management system is the system of recordfor all load, offer, and booking data. By accessing the Portal you agree to these Terms of Use (the “Terms”).

2. Relationship to the Broker–Carrier Agreement

Your use of the Portal is supplemental to, and does not replace, the master Broker–Carrier Agreement, transportation agreement, rate confirmation, and any other written agreement between you and High Tide (together, the “Carrier Agreement”). If anything in these Terms conflicts with the Carrier Agreement with respect to the transportation of freight, payment, liability, claims, insurance, or authority, the Carrier Agreement controls. These Terms govern only your access to and use of the Portal software itself.

3. Eligibility and accounts

• Access is invite-only. You may use the Portal only if High Tide has invited your organization and you are an authorized employee or agent of a motor carrier in good standing that holds, and maintains, all operating authority, licensing, and insurance required to transport the freight offered.
• You are responsible for the security of your account credentials and for all activity under your account. Accounts are individual; do not share login credentials. Notify us promptly of any unauthorized use.
• You agree to provide accurate registration information and to keep it current.
• Privacy. We handle personal information in connection with the Portal as described in our Privacy Notice.
• High Tide may grant, suspend, or revoke Portal access at any time, including when your carrier relationship with High Tide changes.

4. Offers are requests, not bookings

This is important and specific to how the Portal works:

• Submitting an offer on a load is a request to be considered for that load. It is not a binding booking, acceptance, or tender, and it does not obligate either party.
• High Tide may accept, decline, counter, or ignore any offer in its sole discretion, and may book the load with another carrier at any time. A load remains open until High Tide decides.
• A booking is formed only when High Tide issues a rate confirmation or tender under the Carrier Agreement — not by anything that happens in the Portal.
• Rates shown in the Portal are offers/targets and are subject to confirmation. Carrier-entered rates are proposals.
• The Portal may show at most one pending offer per load per carrier. Submitting a new offer where one is pending may be treated as a duplicate.

5. Confidentiality and anti-backsolicitation

• Load information shown in the Portal is confidential business information of High Tide and its customers. You may use it solely to evaluate and perform the related transportation engagement.
• The Portal intentionally does not disclosethe identity of High Tide’s customers, shipper/receiver names, exact facility addresses, contact details, purchase-order or reference numbers, or item-level cargo detail. You agree not to attempt to identify, contact, or solicit High Tide’s customers or to broker, re-broker, or back-solicit the freight, consistent with the Carrier Agreement.
• You may not copy, scrape, export, access through automated means, or redistribute Portal data except as needed to perform an accepted load.

6. Acceptable use

You agree not to:

• access the Portal other than through the interface we provide, or use bots, scrapers, or other automated means to access or extract data;
• attempt to access data, loads, accounts, or carriers that are not yours;
• probe, scan, or test the vulnerability of the Portal, or breach security or authentication measures;
• reverse engineer, decompile, or attempt to derive source code; or
• interfere with or disrupt the Portal or impose an unreasonable load on it.

7. Intellectual property

The Portal, including its software, design, and content (excluding your own data), is owned by High Tide and its licensors. We grant you a limited, revocable, non-exclusive, non-transferable right to use the Portal for the permitted business purpose. No other rights are granted.

If you give us feedback or suggestions about the Portal, you grant High Tide a perpetual, irrevocable, royalty-free right to use them without restriction or any obligation to you.

8. Availability, accuracy, and “as is”

• The Portal is provided on an “as is” and “as available” basis. It is early-stage software and may contain bugs, change, or be unavailable.
• Portal data may be delayed, cached, or out of date. Load availability, rates, and status can change at any time without notice, and freight shown may no longer be available. The transportation management system, not the Portal, is the source of truth. Do not rely on the Portal as the sole basis for operational or financial decisions.
• We disclaim all warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

To the maximum extent permitted by law, High Tide will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising out of or relating to your use of (or inability to use) the Portal.

High Tide’s total aggregate liability arising out of or relating to the Portal and these Terms will not exceed the greater of (a) USD $100 or (b) the total fees you paid to High Tide for access to the Portal in the 12 months before the event giving rise to the claim.

The limitations in this Section do not apply to liability that cannot be limited under applicable law, or to High Tide’s gross negligence or willful misconduct.

Liability for transportation services, claims, and payment is governed exclusively by the Carrier Agreement.

10. Indemnification

You will defend, indemnify, and hold harmless High Tide and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) your access to or use of the Portal;
• (b) your breach of these Terms, including Sections 5 (Confidentiality and anti-backsolicitation) and 6 (Acceptable use);
• (c) your violation of any applicable law or the rights of any third party; or
• (d) unauthorized access to the Portal through your account or credentials.

This Section is in addition to, and does not limit, the indemnification obligations in the Carrier Agreement.

11. Term and termination

These Terms apply while you have access to the Portal. We may suspend or terminate your access at any time, with or without notice, including for breach of these Terms or the Carrier Agreement, or when your carrier relationship ends. Sections 5, 7, 8, 9, 10, 12, 13, and 14 survive termination.

12. Changes to these Terms

We may update these Terms from time to time. Material changes will be indicated by updating the version and date above and may be surfaced in the Portal. Your continued use after an update constitutes acceptance.

13. Governing law and disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules.

The state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Portal, and you and High Tide consent to the personal jurisdiction and venue of those courts. Each party waives any right to a jury trial in any such dispute.

To the extent these Terms and the Carrier Agreement contain different governing-law or dispute-resolution terms, the Carrier Agreement controls for matters relating to the transportation of freight.

14. General

• Entire agreement. These Terms are the entire agreement between you and High Tide regarding the Portal software, and supersede any prior understandings on that subject. They are subordinate to the Carrier Agreement as described in Section 2.
• Severability. If any provision of these Terms is held unenforceable, the rest remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer these Terms or your Portal access without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. These Terms do not create any rights in any person who is not a party to them.
• Notices. We may provide notices to you through the Portal or to the contact associated with your account. Notices to High Tide should be sent to the email address in Section 15.
• Electronic communications and acceptance.You consent to receive these Terms and related communications electronically, and you agree that your acceptance of these Terms (including by clicking “I agree” or by accessing the Portal) and any records of your acceptance have the same legal effect as a signed writing.

15. Contact

Questions about these Terms: josh@hightidelogistics.com, High Tide Logistics.