Carrier Participation Agreement

1. Parties and purpose

1.1 This Carrier Participation Agreement ("Agreement") is between S&P Auto Transportation and Haul LLC, a Texas limited liability company ("Company"), and the motor carrier identified by the USDOT number on the account ("Carrier"). It supplements the Terms of Service ("Terms"), which are incorporated by reference; capitalized terms have the meanings given in the Terms.

1.2 Company operates a neutral load board. It publishes Loads posted by Shippers. It does not broker, arrange, dispatch, price, pay for, insure, or guarantee any transportation, and is not a party to any Transport Agreement between Carrier and a Shipper. Company holds no broker, forwarder, or carrier operating authority.

1.3 Carrier accounts are free. Nothing in this Agreement obliges Carrier to request any Load or Company to publish any Load.

2. Carrier representations and warranties

Carrier represents and warrants, now and continuously while it holds an account, that:

(a) Authority. Carrier holds an active USDOT registration and active FMCSA for-hire operating authority (common and/or contract) covering interstate transportation of motor vehicles, plus any intrastate registration required for intrastate Loads (in Texas, Texas DMV motor carrier registration).

(b) Insurance. Carrier maintains (i) bodily injury and property damage liability coverage of at least USD 750,000 under 49 CFR 387.9, or any higher amount required for its operations; (ii) motor truck cargo coverage of at least [USD 100,000] per occurrence covering vehicles in Carrier's care, custody, and control, including during loading and unloading; and (iii) workers' compensation or occupational accident coverage as required by law; each with insurers authorized where Carrier operates [and rated A- or better by A.M. Best].

(c) Safety. Carrier has no "Unsatisfactory" safety rating, is not subject to any out-of-service order, and is not the subject of an FMCSA imminent-hazard or revocation proceeding. [Attorney: decide treatment of "Conditional" ratings.]

(d) Drivers. Every driver is qualified under 49 CFR Part 391, holds the license required for the equipment, is registered and compliant in the Drug & Alcohol Clearinghouse and under Part 382, complies with hours-of-service (Part 395) and ELD rules, and is Carrier's employee or an owner-operator under a written lease compliant with Part 376.

(e) Equipment. Carrier's power units and trailers are inspected and maintained under Part 396, are suitable for the vehicles accepted (operable or inoperable, open or enclosed, winch where required), and are properly registered and permitted.

(f) Identity. The legal name, DBA, USDOT, MC, address, and phone on the account match FMCSA records, and the account is operated by Carrier's own personnel, not by an undisclosed dispatcher or agent.

(g) Domicile. Carrier is domiciled in the United States or, if domiciled in Mexico, holds OP-1(MX) long-haul authority and requests only Loads it is authorized to haul.

(h) Standing. Carrier is in good standing, appears on no OFAC list, and every document and statement it provides is true, complete, and unaltered.

3. COI, verification, and re-verification

3.1 Carrier shall upload a current certificate of insurance ("COI") before requesting any Load, upload a new COI within 5 days of each renewal or change, and notify Company within 24 hours of any cancellation, non-renewal, reduction of limits, out-of-service order, safety-rating change, or revocation of authority.

3.2 Carrier consents to Company (a) retrieving and displaying its FMCSA registration, authority, safety, inspection, crash, and out-of-service data; (b) contacting Carrier's insurer or agent to confirm coverage; (c) extracting COI fields with automated tools, including artificial intelligence; (d) running identity, phone, and device checks; and (e) repeating these checks at any time, including nightly.

3.3 "Verified" status reflects only Company's automated checks at a point in time. It is not a certification of Carrier, and Carrier shall not describe it as one. Company may suspend Carrier's ability to request Loads whenever a check fails or cannot be completed, without liability.

4. Direct contracting with Shippers

4.1 Carrier contracts only with the Shipper. A request at the Shipper's price, or a counter by Carrier that the Shipper accepts, becomes a Transport Agreement between Carrier and the Shipper at Dispatch. Its terms are the Load listing plus any rate confirmation or BOL the parties themselves execute.

4.2 Carrier shall read the full Load details before requesting and may withdraw before Dispatch. After Dispatch, cancellations, delays, and changes are governed by Carrier's agreement with the Shipper.

4.3 Company does not select Carrier for any Load, does not guarantee that any Load exists or will be awarded, and is not the agent of either party.

5. Payment between Carrier and Shipper

5.1 Rate, payment method (COD/COP, check, ACH, factoring), timing, fuel, accessorials, and any fees are agreed solely between Carrier and the Shipper. Carrier invoices and collects from the Shipper directly and may use its own factoring company.

5.2 Company does not collect, hold, advance, factor, guarantee, or process freight payments and has no liability for a Shipper's non-payment, short payment, or insolvency. Carrier shall not invoice Company or look to Company for payment.

6. No double brokering or unauthorized subcontracting

6.1 Carrier shall transport each dispatched Load under its own authority, with its own equipment and drivers (employees or Part 376 leased owner-operators). Carrier shall not tender, re-broker, subcontract, or assign any Load to another carrier or broker without the Shipper's prior written consent and, where Carrier thereby acts as a broker, without active FMCSA broker authority and financial security.

6.2 Carrier shall not use another carrier's USDOT, MC, insurance, or name, nor permit others to use its own. Violation of this Section is a material breach, results in immediate termination, and may be reported to the Shipper, FMCSA, and law enforcement.

7. Performance, inspections, and documents

7.1 Carrier shall pick up and deliver on the agreed dates, communicate delays promptly to the Shipper, and follow the Shipper's lawful instructions.

7.2 At pickup and delivery, Carrier (through its driver) shall complete an inspection using the Platform's templates or its own compliant bill of lading: at least [6] photos per vehicle, damage notations, odometer, date, time, and geolocation stamp, and the signature and printed name of the person releasing or receiving the vehicle. Carrier shall upload the delivery inspection (ePOD) within 24 hours of delivery.

7.3 The BOL/ePOD is a document between Carrier and the Shipper (or its consignor or consignee). Company is not a signatory and makes no representation about its sufficiency. Carrier shall retain original records as required by 49 CFR Part 379 and the Transport Agreement; Company's stored copy is a convenience only.

7.4 Carrier shall not transport personal items, household goods, or hazardous materials in or on vehicles unless lawfully authorized and agreed with the Shipper.

8. Claims

8.1 Carrier's liability for loss of or damage to vehicles is governed by the Carmack Amendment (49 U.S.C. § 14706), 49 CFR Part 370, and the Transport Agreement. Shippers file claims directly with Carrier. Carrier shall acknowledge each claim within 30 days and pay, decline, or make a firm compromise offer within 120 days, as Part 370 requires.

8.2 Company is not a party to any claim, carries no cargo or liability insurance covering Loads, and shall not be named as claimant, respondent, or insured. On request, Company may provide stored inspection records to both parties.

9. Independent contractor

9.1 Carrier is an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between Carrier (or its drivers) and Company. Company does not dispatch, direct, supervise, or control Carrier's routes, schedules, drivers, equipment, or methods.

9.2 Carrier is solely responsible for its drivers' wages, benefits, taxes, workers' compensation, and regulatory compliance. Carrier shall not represent itself as Company's agent or Company as its dispatcher. Carrier may use other load boards and work for anyone; there is no exclusivity or minimum volume.

10. Communications consent

10.1 By providing phone numbers and email addresses, Carrier consents to receive transactional communications from Company — account, verification, and compliance notices; Load request, counter, and Dispatch updates; inspection and ePOD reminders — by email, SMS, voice, and push, including messages sent with automated technology.

10.2 Carrier will receive promotional SMS only if it separately checks the opt-in box reading: "I agree to receive recurring marketing text messages from S&P Auto Transportation at the number provided. Consent is not a condition of purchase. Msg & data rates may apply. Msg frequency varies. Reply STOP to cancel, HELP for help." Carrier may withdraw consent at any time by replying STOP.

10.3 Carrier represents that each number it provides is its own business number or that of a driver who has consented to receive such messages, and will update numbers promptly. Carrier indemnifies Company against TCPA or similar claims arising from numbers Carrier supplied.

11. Data use

11.1 Company may display to Shippers and to Carrier Check subscribers Carrier's legal name, DBA, USDOT/MC, authority and safety status, insurance limits and expiration (not policy numbers), equipment, service area, ratings, and Platform activity counts. After Dispatch, Company reveals Carrier's contact details to the Shipper and the Shipper's to Carrier.

11.2 Company may use Carrier's data to verify, prevent fraud, compute aggregated statistics, and as described in the Privacy Policy. Carrier shall obtain its drivers' consent to the processing of their name, phone, photos, signature, and geolocation during inspections.

12. Suspension and termination for compliance lapses

12.1 Carrier's ability to request Loads is suspended automatically if FMCSA data shows inactive or revoked authority, an out-of-service order, or an Unsatisfactory rating; if the COI on file is missing, expired, or below the required limits; or if identity or phone checks fail. Open Dispatches remain Carrier's obligations to the Shipper. Access is restored when the lapse is cured and re-verified.

12.2 Company may terminate this Agreement immediately for breach, fraud, misrepresentation, double brokering, ratings abuse, or credible Shipper complaints, and otherwise on 30 days' notice. Carrier may terminate at any time by closing its account. Sections 4 through 9, 11, and 13 survive.

13. Indemnity, liability, disputes, general

13.1 Carrier shall indemnify Company as provided in the Terms, including for cargo loss or damage, bodily injury, property damage, driver and employment claims, misrepresentation of authority or insurance, double brokering, and the TCPA claims described in Section 10.3.

13.2 The disclaimers, limitation of liability (capped at fees paid in the prior 12 months or USD 100), arbitration before the AAA seated in Dallas County, Texas, class-action waiver, 30-day opt-out, and Texas governing law in the Terms apply to this Agreement.

13.3 Company may amend this Agreement on 15 days' notice; continued use is acceptance. Electronic acceptance is binding. The English version controls over the Spanish translation.

14. Acceptance

By clicking "I accept the Carrier Participation Agreement", the individual accepting represents that they are an owner, officer, or authorized agent of the Carrier identified by USDOT [number] on the account, with authority to bind it.

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