DCLI Chassis Use Terms & Conditions for Unregistered Users

THESE CHASSIS USE TERMS & CONDITIONS FOR UNREGISTERED USERS are an agreement between Direct ChassisLink, Inc. (“DCLI”) and any user of Intermodal Chassis (as such term is hereinafter defined in Section 1, below) who is not, at the time such Intermodal Chassis is used, registered with DCLI (such user, “Customer”) (these terms and conditions, the “Agreement”).

1. Scope of Agreement. DCLI hereby agrees to make available for Customer and Customer hereby accepts from DCLI, or a third-party chassis pool to which DCLI is a contributor, intermodal chassis as contemplated hereby (collectively, the “Intermodal Chassis”).  Except as set forth in this Agreement, in no event shall Customer have any right to any quantity or volume of Intermodal Chassis.  Customer shall not be deemed to have any exclusive rights under this Agreement.

2. Implementation of Agreement. At the time of interchange of any Intermodal Chassis hereunder, an authorized representative of Customer shall execute an Intermodal Chassis Inspection Report which, when completed, shall be made a part of this Agreement.  Execution of the Intermodal Chassis Inspection Report by Customer, or, in the absence thereof, out-gate of the Intermodal Chassis from a Start/Stop Location (as hereinafter defined) by Customer or proper execution of a street turn by Customer in accordance with DCLI’s then-current street turn policy published on DCLI’s website^[1] whereby Customer takes possession of the Intermodal Chassis, shall constitute Customer’s acknowledgement that the Intermodal Chassis is satisfactory and acceptable to Customer and that there are no defects identified on the Intermodal Chassis other than any exceptions noted on said Report delivered to Customer at the time of interchange.  DCLI and Customer shall thereafter be bound by such notations.  Acceptance of the Intermodal Chassis by Customer shall constitute Customer’s express acknowledgement that the Intermodal Chassis is fit for use, in good, safe and roadworthy condition and complies with Applicable Law (as defined below).

3. Ownership. Customer shall acquire no ownership rights of any nature of any Intermodal Chassis by virtue of paying usage charges, cost of repairs or cost of transporting said Intermodal Chassis or otherwise. Each Intermodal Chassis shall, where appropriate, have serial numbers and other identifying marks affixed thereto, which shall not be obliterated or altered by Customer.

4. Use by Customer. Customer shall have complete right of possession and use of each Intermodal Chassis interchanged to Customer so long as no default hereunder has occurred.  Customer shall have the sole exclusive right to supervise, direct and control the activities of all persons who are employed by or through Customer or Customer’s vendors, subcontractors, independent contractors, owner-operators, and Customer shall have sole responsibility with respect to such people.  No person operating, in possession of, or using any Intermodal Chassis shall be considered the agent or employee of DCLI for any purpose whatsoever.  This Agreement does not create, and shall not be deemed or construed to create, a relationship of partners, joint venturers, associates or principal and agent between the DCLI and Customer, and each party acknowledges that the only relationship created hereunder is that of independent contractors.  Neither party shall have the authority to contract in the name of or bind the other party or any of such other party’s affiliates, unless otherwise expressly agreed to by the parties in writing.

5. Sub-Letting. Customer shall not sublet or in any other manner permit any Intermodal Chassis to go out of its possession without the prior written consent of DCLI, and then only to the extent of said written permission.  Any consent by DCLI to the subletting of any Intermodal Chassis shall be deemed an amendment to this Agreement, which must be signed by the DCLI.  In the event any Intermodal Chassis is sublet by Customer, with or without the consent of DCLI, or otherwise comes into the possession of a party other than Customer, Customer shall be fully liable and solely responsible to DCLI for the performance of all terms and conditions of this Agreement. Without limiting the foregoing, Customer may interchange an Intermodal Chassis to a third-party motor carrier by both Customer and the third party to whom the Intermodal Chassis is to be interchanged completing all necessary steps of a “street turn” in accordance with DCLI’s then-current policy published on the DCLI website.     

6. Redelivery. Customer shall complete the use for which each Intermodal Chassis has been interchanged and return (the date of return for any Intermodal Chassis is the “Return Date”) said Intermodal Chassis at its sole cost and expense to one of the locations published on the DCLI website by 4 P.M. EST for the following day, or such other location(s) as may be identified by DCLI, or with respect to third-party managed chassis pools, one of the locations such pool manager has identified (the “Return List” and each such location, a “Start/Stop Location”), in roadworthy condition, ordinary wear and tear from proper use thereof excepted.  Each Intermodal Chassis will be inspected for damage by or on behalf of DCLI or a third-party pool manager, as applicable, upon return to a Start/Stop Location by Customer.

7. Damage. Customer shall be responsible for the cost to repair damage to each Intermodal Chassis (including tires) that occurs while the Intermodal Chassis is interchanged to Customer, ordinary wear and tear (as reasonably determined by DCLI or its repair vendor) excepted.  In the event damage is discovered upon return of the Intermodal Chassis, DCLI will arrange for repairs and assess any repair costs to Customer.  In the event repairs are required while the Intermodal Chassis is interchanged to Customer, Customer shall effect repairs using DCLI’s then-current over-the-road repair procedures (also referred to as DCLI’s Road Service Policy) published at DCLI’s website.  If Customer makes any repairs on any Intermodal Chassis, Customer shall be responsible for the cost of such repairs in addition to DCLI’s reasonable cost to repair or replace Intermodal Chassis necessitated by improper repairs made by Customer.  In the event any Intermodal Chassis is sub-let by the Customer, with or without the consent of the DCLI, or otherwise comes into the possession of a party other than Customer, Customer shall be fully liable and solely responsible to DCLI for the performance of all terms and conditions of this Agreement.

8. Indemnity and Liability. Customer AGREES TO DEFEND, INDEMNIFY AND SAVE HARMLESS DCLI and its insurers, affiliates, and their respective employees, agent, representatives, successors and assigns (such parties, the “Indemnified Parties”) (without regard to whether their liability is vicarious, implied in law or as a result of their failure or negligence or otherwise) from and against any and all suits, losses, fines, penalties, damages, claims, injuries including death, damage to property, damage to or loss of any Intermodal Chassis, other demands and liabilities of every nature, including reasonable attorney’s fees, arising directly or indirectly from or in connection with:  (i) the possession, use, condition, or operation of any Intermodal Chassis by Customer or Customer’s affiliate, agent, subcontractor, representative or any other third party to whom Customer has relinquished possession of the Intermodal Chassis or used Customer’s SCAC (as such term is hereinafter defined) upon interchange to such third party form the Start/Stop Location and any of their respective employees (such parties, collectively, “Customer Parties”), including, without limitation, actions or claims for negligence or strict liability in tort, (ii) allegations that any Indemnified Party is the “employer” or “joint employer” of any member of any Customer Party’s labor force, whether through claims of vicarious liability or otherwise, (iii) a breach of Customer’s obligations hereunder or (iv) Customer’s failure to comply with any Applicable Law, excluding in the case of each of (i) through (iv), above, only liabilities solely and directly arising out of DCLI’s willful misconduct or grossly negligent acts.  Indemnified Parties do not assume liability for any acts or omissions of Customer Parties.  Customer shall be responsible for and shall pay any and all tolls, fees, penalties, costs, expenses, fines or citations, including, without limitation, any fines for toll evasion and any administrative fees charged in connection therewith, arising out of its acts or omissions in connection with the Intermodal Chassis during the term of this Agreement. If applicable state law does not allow enforcement of indemnity obligations to the extent contained in this provision, the parties expressly agree that Customer will be obligated to indemnify the Indemnified Parties to the fullest extent allowed by Applicable Law.  The provisions of this Section 8 shall survive the termination, cancellation or expiration of this Agreement.

9. Insurance. Customer shall procure and maintain, at its sole cost and expense, throughout the term hereof, the following insurance coverages: (i) commercial automobile insurance policy with a combined single limit of $1,000,000 or greater for standard Intermodal Chassis and $2,000,000 or greater for specialty Intermodal Chassis (as each are identified on DCLI’s website), insuring all equipment involved in interchange, including, without limitation, vehicles of its agents or contractors; (ii) commercial general liability insurance with a combined single limit of $1,000,000 per occurrence or greater, of which no portion can be self-insured; (iii) general liability and automobile liability insurance in an amount not less than $5,000,000 CSL or the carriage of hazardous substances as defined in 49 C.F.R. 171.8, transported in cargo tanks, portable tanks, or hopper-type vehicles with capacities in excess of $3,500 water gallons, or in bulk Class A or B explosives, poison gas (Poison A), liquefied compressed gas, or highway route controlled quality radioactive materials as defined in 49 C.F.R. 173.403; (iv) general liability and automobile liability insurance in an amount not less than $1,000,000  CSL for the carriage of oil listed in 49 C.F.R. 172.101, hazardous materials and hazardous substances defined in 49 C.F.R. 171.8 and listed in 49 C.F.R. 172.101 and (v) trailer interchange insurance, including collision, with a limit not less than an amount equal to the value of all interchanged equipment hereunder but in all circumstances not less than $25,000 for standard Intermodal Chassis and $40,000 for specialty Intermodal Chassis. The insurance set forth in this Section 9 shall (i) name Direct ChassisLink, Inc. and its affiliates and their respective insurers as additional insured, (ii) be primary to any and all other applicable insurance and (iii) waive any and all rights of subrogation against the Indemnified Parties.  Prior to taking possession of any Intermodal Chassis, Customer shall furnish to DCLI written certificates obtained from the insurance carrier showing that such insurance has been procured, is being properly maintained, the expiration date and specifying that written notice of cancellation or modification or material alteration (e.g., coverage reduced, limits decreased or additional insured removed) of the policies shall be given to DCLI at least thirty (30) days prior to cancellation or modification or material alteration, by certified mail.  Upon request, Customer shall provide DCLI with copies of the applicable insurance policies.  If Customer fails to provide such proof, DCLI may, at its option, obtain separate insurance on behalf of Customer and charge the amount of any cost to Customer as additional usage charges. To the extent Customer engages third party motor carriers to use Chassis, whether as a broker or otherwise, Customer shall allow only those third party motor carriers to use Chassis who have a signed, written agreement with Customer which includes insurance and indemnity provisions consistent with those herein, including, without limitation, specifically naming DCLI as a party to be indemnified by such third party motor carrier, waiving such third party’s and its insurers’ rights of subrogation against DCLI and listing DCLI as an additional insured on such third party motor carrier’s applicable insurance policies.

10. Usage Charges. Customer shall pay DCLI, as a daily usage charge for unregistered users, an amount per calendar day per “usage cycle,” or any part thereof for each Intermodal Chassis, together with all additional charges herein, for as long as the Intermodal Chassis remains interchanged to Customer. The interchange of an Intermodal Chassis to Customer may be determined by DCLI’s receipt of electronic data interchange (“EDI”) messages from its various network partners identifying Customer by a standard carrier alpha code (“SCAC”) assigned to Customer by the National Motor Freight Traffic Association.  The daily usage charge for unregistered users shall be set forth on a schedule published at DCLI’s website and can be changed by DCLI on thirty (30) days’ notice published at DCLI’s website; notwithstanding the foregoing, (i) in the event Customer completes registration promptly following notification from DCLI that Customer is not currently registered, DCLI may, in its sole discretion, waive any difference between the posted daily usage charge for unregistered users and the posted daily usage charge for registered users, and (ii) DCLI may offer alternative, non-standard pricing from time to time upon notice, including, without limitation, pricing based on demand, availability or other factors. Customer shall not withhold any Intermodal Chassis on account of any dispute as to rates and/or alleged failures by DCLI to comply with the terms of this Agreement.  Customer is relying on the general credit of DCLI and hereby waives and releases (and shall ensure that its agents or subcontractors, if permitted by DCLI, waive and release) all liens, encumbrances or charges which Customer might otherwise have with respect to any Intermodal Chassis.  DCLI will invoice Customers on a weekly basis, or with such other frequency as DCLI may determine in its sole discretion, but only with respect to Intermodal Chassis that have been returned to a Start/Stop Location.  Payment shall be due to DCLI twenty-one (21) days after the relevant invoice date.  DCLI reserves the right, in its sole discretion, to charge an administrative fee equal to one and one-half percent (1.5%) of the outstanding balance per month for all payments received more than thirty (30) days after date of invoice. For the purposes hereof, a “usage cycle” is a roundtrip usage of an Intermodal Chassis beginning on and including the date such Intermodal Chassis interchanged to Customer (whether upon out-gate from a Start/Stop Location or properly executed street turn) and extending through the date such Intermodal Chassis is returned to a Start/Stop Location or is interchanged to a third-party motor carrier by proper execution of a street turn.  Notwithstanding anything to the contrary herein, in the event an Intermodal Chassis has been out-gated and has not completed a usage cycle within a thirty (30) day period thereafter, DCLI reserves the right, in its sole discretion, to invoice Customer for any and all applicable usage charges due and owing as of such thirtieth (30^th) day, and on a weekly basis thereafter, up to and including the last day of the usage cycle upon return to a Start/Stop Location.

11. Lost, Stolen or Destroyed Equipment. Customer shall promptly notify DCLI in writing when an Intermodal Chassis is lost, stolen or destroyed while in its possession. Customer must promptly provide notice to DCLI in accordance with the provisions of Section 19 of this Agreement, either by mail, facsimile or email, and follow the additional reporting requirements for lost, stolen or destroyed Intermodal Chassis published at DCLI’s website.  Once notice is received, DCLI shall furnish to Customer in writing the depreciated replacement value of the Intermodal Chassis.  Customer shall pay the specified amount within thirty (30) days, after which the late payment provision in Section 10 shall apply.  In the event any Intermodal Chassis is lost, destroyed, confiscated, damaged beyond repair or stolen while on-hired to Customer (any one of the foregoing, a “Casualty”), Customer’s obligation to pay rental charges and other charges with respect to such Intermodal Chassis in accordance with the terms herein shall cease upon DCLI’s receipt of Customer’s notice of the Casualty (the “Casualty Notification Date”); provided, however, that Customer pays the Full Settlement amount within thirty (30) days of receipt of DCLI’s invoice, failing which payment, the rental charges with respect to such Intermodal Chassis, shall resume, with retroactive application to the date DCLI received notice of the Casualty.  For purposes hereof, the “Full Settlement” shall mean (i) proof, in such form as may be acceptable to DCLI, of such loss, destruction, confiscation, damage or theft, (ii) payment directly by Customer of the depreciated replacement value for such Intermodal Chassis as determined in accordance with DCLI’s then-current depreciated replacement value schedule, (iii) payment of all other amounts then due and payable under this Agreement with respect to such Intermodal Chassis and (iv) such payment shall not be qualified or conditioned in any manner. DCLI shall in no event be obligated to release the title to such Intermodal Chassis in exchange for payment of the depreciated replacement value; provided, however, in the event DCLI determines, in its sole discretion, to, upon request from Customer, release the title to such Intermodal Chassis following receipt of the Full Settlement, such release shall be subject to Customer’s execution of DCLI’s then-current bill of sale form.

12. Warranty Disclaimer and Remedy Limitation. EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, DCLI MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF ANY INTERMODAL CHASSIS, EXCEPT THAT DCLI REPRESENTS THAT, AT THE TIME OF ANY DELIVERY TO CUSTOMER HEREUNDER, DCLI HAS TITLE OR RIGHT OF POSSESSION AND USE OF THE RELEVANT INTERMODAL CHASSIS.  BY EXECUTING AN INTERMODAL CHASSIS INSPECTION REPORT, OUT-GATING AN INTERMODAL CHASSIS FROM A START/STOP LOCATION, OR OTHERWISE INTERCHANGING AN INTERMODAL CHASSIS INTO ITS POSSESSION VIA PROPERLY EXECUTED STREET TURN OR ANY OTHER METHOD, CUSTOMER ACCEPTS EACH INTERMODAL CHASSIS “AS IS” AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY DCLI OR ANY PERSONS ON DCLI’S BEHALF.  DCLI SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR CHARACTER RESULTING FROM THE USE, MISUSE, POSSESSION OR OPERATION OF ANY INTERMODAL CHASSIS BY CUSTOMER.  

13. Liens and Taxes. Customer shall not mortgage, encumber or transfer any Intermodal Chassis or this Agreement in whole or in part.  Customer shall keep each Intermodal Chassis free and clear of all levies, liens and encumbrances and shall pay all taxes (including, without limitation, state and local sales and use taxes), assessments and similar charges, including, without limitation, any governmental fees and charges on the use, transportation, repair or operation of each Intermodal Chassis in its possession under this Agreement, together with any penalties, fines or interest thereon. Notwithstanding the foregoing, Customer shall not be responsible for any such taxes imposed or accrued with respect to DCLI’s net income.  Customer shall keep written documentation of the locations where each Intermodal Chassis is left and shall, upon request, supply DCLI with such documentation for its review.

14. Compliance with Law. The parties shall obey and comply with all applicable federal, state and local laws, rules, regulations and ordinances (collectively, “Applicable Law”) including, but not limited to, Applicable Law pertaining to the operation of intermodal equipment. Customer shall comply with all loading limitations, if any, prescribed by the manufacturers of the Intermodal Chassis, and shall prevent excessive impact of unbalanced or concentrated loads and pay all fines, expenses, charges or assessments of whatsoever nature which may arise out of the Customer’s failure to comply with loading limitations or failure to prevent excessive impact or unbalanced or concentrated loads.  Customer represents and warrants that it does not have an unsatisfactory safety rating issued by any regulatory authority with jurisdiction over Customer’s operations including, without limitation, the Federal Customer Safety Administration of the U.S. Department of Transportation.  Customer shall ensure that during the term of this Agreement, it and the Intermodal Chassis are in compliance with Applicable Law and shall promptly notify DCLI of any damage or other condition of Intermodal Chassis which fails to comply with Applicable Law.  Customer shall be responsible for, and shall pay, any and all tolls, fees, fines, penalties, citations or other amounts assessed against it or DCLI by local, state, provincial or federal governmental authorities or any tolling or highway authority whether public or private for the condition or use of any Intermodal Chassis while interchanged to Customer, including without limitation, any fines for toll evasion and administrative fees assessed by DCLI in connection with Customer’s failure to appropriately pay any such amounts.  Customer shall promptly notify DCLI of any citation related to any Intermodal Chassis issued to Customer during the term of this Agreement and provide proof of payment thereof by Customer. In the event the Intermodal Chassis is in any way involved in an accident, regardless of whether a citation is issued, Customer shall immediately notify DCLI.

15. Term. This Agreement shall apply to any and all Intermodal Chassis interchanged to, or otherwise possessed, controlled, operated or used by, Customer, except during any period Customer is registered with DCLI, as determined by DCLI in its sole discretion.  DCLI may, however, terminate this Agreement upon ten (10) days prior written notice (the eleventh day following such notice, the “Termination Effective Date”).  In the event the Customer completes all necessary steps to become a registered user of Intermodal Chassis, including, without limitation, executing the DCLI Chassis Interchange Agreement, the terms of this Agreement shall be wholly superseded as of the date such registration becomes effective. Any termination of this Agreement shall be without prejudice to all rights accrued between the parties prior to the date of termination.  DCLI may suspend Customer’s privileges under this Agreement for any breach of any provision of this Agreement or any failure of Customer to promptly pay amounts owed to DCLI pursuant to this Agreement.  Five (5) days’ notice of suspension is required to be given to Customer prior to such suspension or “shut out” and such suspension or “shut out” will remain in effect, at DCLI’s discretion, until such time as any breach is cured and/or any amounts outstanding are paid.

16. Remedies of DCLI. Any of the following shall be deemed an Event of Default: (a) any breach or failure of Customer to observe or perform any of its obligations under this Agreement; (b) dissolution, liquidation, or termination of the business of Customer, insolvency or failure of Customer to pay its debts as they mature in the ordinary course of business; the making of an assignment for the benefit of the creditors of Customer; or the filing of a voluntary petition in bankruptcy by Customer; or other actions of a similar nature; (c) the taking by any party of any Intermodal Chassis, or any part thereof, upon foreclosure, levy, execution, attachment or other process of law or equity enforced against Customer; or (d) if, in DCLI’s reasonable opinion, Customer has neglected, abused or misused any Intermodal Chassis in any way.  Waiver of any default shall not be a waiver of any other or subsequent default or other condition or term of this Agreement.  Upon the occurrence of an Event of Default, DCLI may, at its sole discretion, and in addition to any other remedy or right it has hereunder or by law:  (i) immediately terminate this Agreement by providing notice to Customer; (ii) require Customer to make available or deliver any Intermodal Chassis to DCLI at such location as DCLI may designate; (iii) enter upon any premises where any Intermodal Chassis is located, and without notice or demand, remove such Intermodal Chassis, whether with or without process of law; (iv) render all or any part of the Intermodal Chassis unusable and/or (v) suspend Customer’s ability to interchange or otherwise use or possess any Intermodal Chassis.  Upon the occurrence of an Event of Default, Customer shall immediately pay to DCLI without further demand all unpaid daily usage charges and other sums due under this Agreement.  Daily usage charges shall continue to accrue on Intermodal Chassis in Customer’s possession until such time as those Intermodal Chassis have been returned to and accepted by DCLI.  Customer shall also pay DCLI’s actual costs and expenses incurred in connection with taking possession of any Intermodal Chassis and/or the collection of daily usage charges, enforcement, assertion, defense or preservation of DCLI’s rights and remedies under this Agreement.  In addition to all collection costs, including reasonable attorney fees, late payment penalties, as provided for in Section 10, shall apply.  DCLI shall have the right to offset any amounts due from Customer against other funds or property of Customer held by DCLI.  The foregoing remedies are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.    

17. Applicable Law. This Agreement is to be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.  Customer and DCLI each hereby consent and agree to the exclusive jurisdiction and venue of the state and federal courts of New York, New York for any and all disputes, claims or other actions arising out of this Agreement. 

18. Notices. Any notice or payment required by this Agreement shall be in writing and addressed to DCLI at the address set forth below or such other address as may be provided by DCLI. With respect to notices to Customer, DCLI may provide notice using any physical or electronic address last known by DCLI as belonging to Customer, its representative or agent, or any of their respective employees. Notice shall be effective upon receipt. Either party may update its contact information by providing written notice to the other party.

    Direct ChassisLink Inc.

    3525 Whitehall Park Dr., STE 400

    Charlotte, NC 28273-4279

    Attention: Patrick Valentine

    Email: Patrick.Valentine@dcli.com

19. Assignment. Customer shall not assign (whether directly, indirectly, by operation of law or otherwise) this Agreement or assign or sublet any Intermodal Chassis or any portion thereof without, in each instance, the prior written consent of DCLI.  DCLI may assign or transfer this Agreement without the consent of Customer and, after such assignment or transfer, DCLI shall be released from all obligations under this Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

20. Entire Agreement; Amendment; Waiver; Severability; Intermodal Driver Database; Confidentiality; Dispute Resolution; Force Majeure. This Agreement, together with the applicable Intermodal Chassis Inspection Report(s), contains the entire agreement between the parties and supersedes all previous agreements, including the Uniform Intermodal Interchange and Facilities Access Agreement, with respect to the subject matter hereof.  Regardless of whether they are required by law, any provision of Customer’s tariff, terms and conditions, service guide, bill of lading or any other document which is inconsistent with the terms of this Agreement, or which addresses matters not addressed herein, are inapplicable to the parties to this Agreement with respect to the subject matter hereof.  This Agreement may not be amended or modified orally.  No amendment, modification or release from any provisions hereof shall be effective unless in writing and signed by both parties specifically stating it is an amendment to this Agreement; provided, however, the parties expressly acknowledge and agree the terms of this Agreement may be updated by DCLI by posting revised terms and/or a new version of this Agreement on the DCLI website and notifying Customer of such revised terms, which shall become effective thirty (30) days following such posting.  The failure of either party to require the performance of any provision of the Agreement or the waiver by either party of any breach under this Agreement shall not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.  If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  Customer, including all of its drivers, must be registered in the Intermodal Association of North America’s Intermodal Driver Database (“IDD”) and Customer hereby consents to access by DCLI to the driver information registered and maintained in the IDD.  Customer hereby acknowledges and agrees that this Agreement and the terms and conditions hereof are confidential and proprietary information of DCLI and Customer shall not disclose the existence of this Agreement or the terms and conditions hereof to any third person or entity without the express written consent of DCLI, which may be granted or withheld in DCLI’s sole and absolute discretion.  The parties will use commercially reasonable efforts to resolve disputes with respect to this Agreement.  DCLI’s contact for billing inquiries is set forth on DCLI’s website.  DCLI shall not be liable to Customer or any other person for any failure or delay in the performance of any obligation due to events beyond its control including, but not limited to, fire, storm, flood, earthquake, explosion, acts of the public enemy, sabotage, riots, civil disorder, strikes, lockouts, labor disputes, labor shortages, work stoppages, transportation embargoes or delays, failure or shortage of materials, supplies or equipment, failures of suppliers or repair facilities, acts of God and/or acts of any governmental entity, including any laws, rules or regulations of same.

CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IF DCLI RECEIVES EDI IDENTIFYING A SCAC ASSIGNED TO CUSTOMER AS BEING IN POSSESSION OF A CHASSIS, AND AT THE TIME OF SUCH POSSESSION, CUSTOMER IS NOT REGISTERED WITH DCLI TO USE INTERMODAL CHASSIS, THESE TERMS SHALL APPLY.
__________________

[1] All references herein to “DCLI’s website” shall mean www.dcli.com, as such web address and website may be updated from time to time.