Transportation Agreement

Terms, Conditions, and Limitation of Liability

     This Transportation Agreement (this “Agreement”) is entered into between Calling All Riders, LLC, a Colorado limited liability company (“Carrier”), and the undersigned customer identified on the Bill of Lading, “Customer”. Carrier and Customer shall be collectively referred to as the “Parties”, and each, a “Party”.

RECITALS

     A.  Carrier is engaged in the business of transporting bicycles, cycling equipment, and related gear or equipment for triathlons or other similar athletic events by motor vehicle to destinations within the contiguous United States (excluding Alaska and Hawaii, and excluding international destinations), and desires to furnish to Customer certain transportation and related services, as described in this Agreement; and

     B.  Customer desires to obtain such transportation and related services from Carrier.

     C.  In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

     1.  Customer, Scope of Services, and Delivery Details.  Prior to Carrier providing any transportation services, Customer agrees to carefully review this entire Agreement, to comply with all terms and conditions of this Agreement, and to provide a completed and executed “Bill of Lading” in the form attached to this Agreement as Exhibit A below. The Bill of Lading will include all details about the Customer and the Customer’s contact information, the bicycle(s) to be transported, the other equipment, if any, that is to be transported, the final destination for the transportation, the date and drop-off location for when and where the Customer is responsible for delivering the items to be transported, the estimated delivery date of the items to be transported, and the payment details for the transportation. All of the transported items identified on the Bill of Lading will be referred to as the “Shipment” and the transportation and any other related services as specified on the Bill of Lading will be referred to as the “Transportation Services”.

     2.  Relationship of the Parties.  Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Carrier is an independent contractor under this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. Carrier shall have sole and exclusive control over the manner in which Carrier performs the Transportation Services.

     3.  Shipment Drop-Off.  Customer will drop off the items included in the Shipment at the drop-off location specified in the Bill of Lading, which may be a bicycle shop or other location. Customer acknowledges that the bicycle shop or other location designated as the drop-off location is not owned or operated by the Carrier, and that Customer must comply with the business hours and other requirements put in place by the drop-off location. Carrier is not responsible for any damage or other loss related to the items dropped off by Customer while such items are in the possession or control of the third-party drop off location. Customer is also responsible for making sure that all items included within the Shipment are properly packaged and labeled, in accordance with the terms of this Agreement and the Bill of Lading, at least one (1) day prior to the Shipment date identified on the Bill of Lading. Customer acknowledges that the Shipment may not be delivered to the destination as scheduled if it is not dropped off by Customer pursuant to this Agreement, and that Carrier is not responsible for any delays that are the result of Customer failing to deliver any items to the drop-off location in a timely manner and in accordance with these terms and conditions. Customers who fail to drop-off their belongings at the designated location prior to the deadline are not eligible for a refund.

     4.  Customer Responsibilities.  Customer shall properly pack the Shipment in accordance with the terms of this Agreement, as well as any other specifications set forth on the Bill of Lading.

a.  Customer agrees to cooperate with all reasonable requests and rules imposed by the Carrier 

     with respect to the Shipment, and to promptly respond to any requests for information,

     documentation, or other information needed to provide the Transportation Services.

b.  Customer agrees to comply with all applicable local, state, federal and other laws, including

     those governing shipping, transporting, packing, marking and labeling all items within the

     Shipment that Carrier is to transport. Customer will not request Transportation Services or

     include any items in any Shipment that would cause Carrier to violate any applicable law.

c.  Prior to dropping of any bicycle at the drop-off location, Customer will remove the pedals

     from all bicycles. Customer will carefully place and pad the pedals in Customer’s race bag or

     other luggage. Customer is responsible for packing the removed pedals in a manner that

     prevents damage to other items within the same bag or other luggage.

d.  Proper packaging must be used by the Customer to adequately protect and provide padding

     for any and all articles susceptible to damage, especially any fragile items, as a result of

     conditions that may be reasonably encountered in during transportation, including without

     limitation commercially reasonable handling of the Shipment, shifts in loads, stacking within a

     vehicle, and changes in temperature and/or humidity. Unless adequately and securely

     packaged to avoid potential damages, Carrier advises Customer to separately transport any

     items such as camera equipment, electronics, or other fragile items.

e.  All items must be packaged securely in Customer’s race bag or other luggage, and Customer

     will not deliver for transportation any loose items or strap or clip any items to the exterior of

     any race bag or other luggage that is part of the Shipment. Carrier will not be liable for

     damage caused by items not being properly packed or secured by the Customer within the

     race bag or any other luggage that is included as part of the Shipment, or as a result of any

     luggage opening during transit because the luggage was not properly closed or because it

     was overstuffed.

f.  Every bicycle, race bag or other luggage that is included in the Shipment must be legibly and

    durably marked or labeled with the name, address, zip code, home phone, and cell phone

    number of the Customer (and the designated recipient at the final destination, if different

    from the Customer).

g.  Customer will not send any items for shipment that contain hazardous or dangerous

     materials, that require a special license or permit to transport, or that violate any applicable

     law of any kind, including without limitation any flammable materials, firearms or other

     weapons, pharmaceuticals or other drugs, or perishable items of any kind.

     5.  Delivery.  Carrier will deliver the Shipment to the Delivery Location, using Carrier’s standard methods for shipment. Carrier understands the importance of a timely delivery of the Shipment and will use all commercially reasonable means to ensure that the Shipment arrives on time, but any time quoted by Carrier for delivery on the Bill of Lading is an estimate only, and Customer acknowledges that certain factors, including without limitation the effect of a Force Majeure Event (as defined below) may impact time estimates or delay the delivery. As set forth in the limitation of liability provisions below in this Agreement, Carrier is not liable for or in respect of any loss or damage resulting from a delay in delivery.

     6.  Payment.  In consideration of the Carrier providing the Transportation Services, Customer agrees to pay Carrier the required fees and any other amounts as set forth on the Bill of Lading. Unless otherwise expressly provided in the Bill of Lading, payment will be due in full on or before the date when the Customer receives the delivered equipment at the drop-off location. Customer will comply with all terms and conditions related to payment, including promptly making all payments when due, the forms of payment accepted, and any other details specified on the Bill of Lading. If the Customer does not pay the invoiced and required amount by the time stated in the invoice, or as otherwise provided for in this Agreement, the Carrier shall be entitled to: i) charge interest on the outstanding amount at the rate of 10% (ten percent) monthly; ii) require Customer to pay for the remaining Transportation Services, or any future Transportation Services, in advance; iii) cease performance of the Transportation Services until all required payments, including any interest or other fees, are made; and iv) pursue any other available legal remedies against Customer. Customer shall also reimburse Carrier for all [reasonable] costs incurred in collecting any late payments, including attorneys’ fees. Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Carrier’s income, revenues, gross receipts, personnel or real or personal property or other assets. If billed to the Carrier, all taxes imposed upon or required to be paid in connection with the Transportation Services will be reimbursed by Customer upon receipt of written documentation establishing the amount of any taxes due.

     7.  Insurance.  Carrier will have in place automobile and general liability insurance from reputable insurance carriers, in amounts and policy types that are commercially reasonable. Customer acknowledges that Carrier’s insurance may not cover all potential losses related to any items included in the Shipment, and that Customer is advised to maintain in full force and effect any insurance policies that Customer deems necessary or appropriate to insure any bicycles or other items included in any Shipment. Customer and Carrier agree to cooperate in providing any requested information or other actions necessary to comply with any insurance claims resulting from any loss.

     8.  Limited Warranty and Limitation of Liability.  Carrier warrants to Customer that it will perform the Transportation Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services, and will devote adequate resources to meet its obligations under this Agreement. Except to the extent any claim is covered by any applicable insurance policies, Customer’s sole and exclusive remedy for Carrier’s breach of any term of this Agreement regarding any Shipment is Carrier’s refund of the purchase price of the corresponding Shipment. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDY AND CARRIER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, CARRIER MAKES NO WARRANTY WHATSOEVER REGARDING THE TRANSPORTATION SERVICES, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY CARRIER, OR ANY OTHER PERSON ON CARRIER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. NEITHER CARRIER NOR ITS MEMBERS, MANAGERS, EMPLOYEES, INSURERS OR REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTOMER AGREES THAT THE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO CARRIER UNDER THIS AGREEMENT. Subject to the cap on damages set forth above, Carrier will only repair or replace items that are damaged, or that are lost or stolen while in Carrier’s possession, if caused by the Carrier’s gross negligence or willful misconduct. Any failure by Customer to comply with any of the following conditions will result in the denial of your claim and Carrier shall have no liability. Notice of any claim for damages must be submitted in writing to Carrier within seven (7) calendar days after the loss, including any delivery of the allegedly damaged items in the Shipment. Written documentation supporting the amount of Customer’s claim, in a form reasonably satisfactory to Carrier, must be delivered to Carrier within thirty (30) calendar days after Carrier receives a timely notice of claim. Such documentation may include original purchase invoices, estimates, or invoices for repair, expense statements, appraisals or other records. Customer also agrees to permit Carrier to inspect any allegedly damaged item and/or the transport container in which it was packed at the time the alleged damage occurred. Carrier shall not be liable for minor damage arising from the normal wear and tear of transporting bicycles, race bags, luggage or any other items included in the Shipment. This includes, without limitation, minor cuts, dings, scratches, scuffs and dents, marring to the surface of said items by dust, dirt, adhesive, restraints, bicycle fork quick release clamps, bungee cord, snap-ties, or for items that protrude from the bags. Carrier shall not be liable for preexisting damage to any items. Carrier shall not be liable for damaged items that were not properly secured, packed, or padded within race bags, wheel bags, luggage, or travel cases as required herein. Carrier will not be liable for any clothing that is damaged while stored in the same transport container as cycling equipment.

     9.  Indemnity.  Subject to the terms and conditions of this Agreement, each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its owners, members, managers, employees, agents, affiliates, insurers, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim of a third party or Party alleging: i) any grossly negligent, reckless, or intentional act or omission; or ii) any material breach of any representation or warranty or other covenant contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, this section does not apply to any claim for which a sole or exclusive remedy is provided for under another section of this Agreement.

     10. Force Majeure Events.  Carrier shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Carrier’s reasonable control, including: (a) acts of God; (b) natural disasters including without limitation flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) any applicable law or governmental order; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; or (f) delays resulting from any other action by any governmental authority; or (g) national or regional emergency; (each a “Force Majeure Event”).

     11. Cancellation and Refund Policy.  Customer acknowledges that Carrier incur expenses in preparation for the provision of the Transportation Services, and that Carrier may forego other transportation contracts or other opportunities as a result of the order that has been placed by Customer. In consideration of this, Customer agrees to the following cancellation and refund procedures. If Customer cancels any scheduled Transportation Services more than thirty (30) days before the scheduled departure date, Carrier will provide a full refund (100%) less any and all credit card or other transaction fees and a $25 processing fee. If Customer cancels any scheduled Transportation Services less than thirty (30) days but more than seven (7) days before the scheduled departure date, Carrier will provide a one-half (50%) refund less any and all credit card or other transaction fees and a $25 processing fee. If Customer cancels any scheduled Transportation Services seven (7) or fewer days before the scheduled departure date of the scheduled event, Customer is responsible for the full amount (100%) of the fees and costs set forth on the Bill of Lading.

     12. Dispute Resolution.  In the event of any related to this Agreement, the claimant shall provide the other Party with written notice of all claims, including reasonable detail about the facts related to such claim.  Any claims that have arisen at the time of this notice but that are not included within this written notice shall be deemed waived. If the parties cannot informally resolve any dispute through good faith discussion and negotiations, the parties agree that they must then engage in non-binding mediation in good faith in Boulder County, Colorado, or such other location as the Parties may mutually agree, and with the option for virtual participation by either Party. The completion of such mediation and the declaration of an impasse by the mediator shall serve as a precondition to any further legal action. If the dispute remains unresolved following mediation, any and all claims between the parties must be submitted to binding arbitration with the American Arbitration Association (“AAA”). All arbitration proceedings must take place in Boulder County, Colorado, or such other location as the Parties mutually agree, before a AAA arbitrator in accordance with the AAA Arbitration Rules. If the parties cannot expeditiously agree on an arbitrator, an arbitrator shall be selected by striking names from a list of potential arbitrators provided to the parties by AAA. The decision or award of the arbitrator shall be final and binding upon the parties to the extent and same degree as if the matter had been adjudicated by a court of competent jurisdiction and shall be enforceable under the Federal Arbitration Act. The costs and expenses of any arbitration and of the prevailing party (including the prevailing Party’s fees and costs) must be included in any award and paid by the non-prevailing party.

     13. Miscellaneous.

a.  This Agreement, including all related exhibits and the Bill of Lading, constitutes the sole and

     entire agreement of the Parties regarding the subject matter contained herein and therein,

     and supersedes all prior and contemporaneous understandings, agreements,

     representations and warranties, both written and oral, regarding such subject matter.

     Customer acknowledges that except for the limited service warranty contained in this

     Agreement, neither Carrier nor any other person acting on Carrier’s behalf has made any

     express or implied representation or warranty, either written or oral, including any

     representation or warranty arising from statute or otherwise in law.

b.  On Carrier’s reasonable request, Customer shall, at its sole cost and expense, execute and

     deliver all such further documents and instruments, and take all such further acts, necessary

     to give full effect to this Agreement.

c.  All notices, requests, consents, claims, demands, waivers and other communications under

     this Agreement (each, a "Notice") must be in writing and addressed to the receiving Party at

     its address set forth on the Bill of Lading (or to such other address that the receiving Party

     may designate from time to time in accordance with this section). All Notices must be in

     writing and delivered by personal delivery, nationally recognized overnight courier, certified or

     registered mail, or email. Except as otherwise provided in this Agreement, a Notice is effective

     only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied

     with the requirements of this section.

d.  The headings in this Agreement are for reference only and do not affect the interpretation of

     this Agreement.

e.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,

     such invalidity, illegality or unenforceability shall not affect any other term or provision of this

     Agreement or invalidate or render unenforceable such term or provision in any other

     jurisdiction. On a determination that any term or provision is invalid, illegal or unenforceable,

     the court may modify this Agreement to effect the original intent of the Parties as closely as

     possible in order that the transactions contemplated hereby be consummated as originally

     contemplated to the greatest extent possible.

f.  No amendment to or modification of this Agreement is effective unless it is in writing and

    signed by an authorized representative of each Party.

g.  No waiver under this Agreement is effective unless it is in writing and signed by an authorized

     representative of the Party waiving its right. Any waiver authorized on one occasion is effective

     only in that instance and only for the purpose stated, and does not operate as a waiver on

     any future occasion. None of the following constitutes a waiver or estoppel of any right,

     remedy, power, privilege or condition arising from this Agreement: i) any failure or delay in

     exercising any right, remedy, power or privilege or in enforcing any condition under this

     Agreement; or ii) any act, omission, or course of dealing between the Parties.

h.  All rights and remedies provided in this Agreement are cumulative and not exclusive, and the

     exercise by either Party of any right or remedy does not preclude the exercise of any other

     rights or remedies that may now or subsequently be available at law, in equity, by statute, in

     any other agreement between the Parties or otherwise. Notwithstanding the previous

     sentence, the Parties intend that Customer’s exclusive remedies as set forth above will be

     Customer’s sole and exclusive remedies for any breach by Carrier.

i.  Neither Party may assign its rights or obligations under this Agreement without the express

    written consent of the other Party. Any purported assignment in violation of this section is null

    and void.

j.  This Agreement is binding on and inures to the benefit of the Parties to this Agreement and

    their respective permitted successors and permitted assigns.

k.  This Agreement, including all documents and exhibits, schedules, attachments and

    appendices attached to this Agreement, and all matters arising out of or relating to this

    Agreement, are governed by, and construed in accordance with, the Laws of the State of

    Colorado, United States of America, without regard to the conflict of laws provisions thereof to

    the extent such principles or rules would require or permit the application of the Laws of any

    jurisdiction other than those of the State of Colorado.

l.  In the event of any legal action brought by either Party in connection with this Agreement, the

   prevailing Party in such action will be entitled to receive all reasonable attorney’s fees and

   costs associated with such action.

m.  This Agreement may be executed in counterparts, each of which is deemed an original, but

      all of which together are deemed to be one and the same agreement. A signed copy of this

      Agreement delivered by facsimile, e-mail or other means of electronic transmission is

      deemed to have the same legal effect as delivery of an original signed copy of this

      Agreement.