Shipper Participation Agreement

1. Parties and purpose

1.1 This Shipper Participation Agreement ("Agreement") is between S&P Auto Transportation and Haul LLC, a Texas limited liability company ("Company"), and the business or individual that publishes Loads on the Platform ("Shipper"). 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 Shipper's Loads to Carriers. It does not broker, arrange, dispatch, price, pay for, insure, or guarantee any transportation, and is not a party to any Transport Agreement between Shipper and a Carrier. Company holds no broker, forwarder, or carrier operating authority.

2. Eligibility

Shipper represents that it is (a) a business — dealer, auction, fleet, rental or leasing company, remarketer, manufacturer, or other shipper — posting vehicles it owns or lawfully controls; (b) a property broker or freight forwarder holding active FMCSA authority and the required financial security (currently USD 75,000), posting Loads for its own customers; or (c) an individual at least 18 years old shipping a vehicle the individual owns or lawfully controls. Shipper appears on no OFAC list and will provide the license or authority numbers Company requests.

3. Load information

3.1 Shipper is solely responsible for every Load it publishes and warrants that each is accurate, complete, and current, including: full and correct VINs, year, make, model, and vehicle type; operability (runs, rolls, steers, brakes) and any modifications, oversize dimensions, or special handling; keys; pickup and delivery locations and contacts; earliest and latest dates; trailer requirements (open or enclosed); payment method and timing (COD/COP, check, ACH, days to pay); and any personal items, which Carriers may refuse.

3.2 The price shown on a Load is Shipper's own offer, set in Shipper's sole discretion without input, suggestion, or benchmark from Company. Shipper may accept or decline any Carrier counter.

3.3 Shipper has the right to tender each Load: it owns or controls the vehicles or acts under written authorization from the owner, and no other carrier is dispatched on the same vehicles.

3.4 Shipper shall update or cancel a Load promptly when facts change and shall remove any Load dispatched elsewhere.

4. Shipper selects the Carrier and contracts directly

4.1 Shipper alone reviews requests and counters, decides whether to accept, and decides which Carrier to accept. Company does not select, recommend, rank for suitability, assign, or match Carriers and does not advise on any Carrier's fitness.

4.2 At Dispatch, a Transport Agreement is formed between Shipper and the Carrier. Shipper shall contact the Carrier directly, confirm pickup details, and may execute its own rate confirmation. Company is not a party, agent, guarantor, or surety.

4.3 Company does not vet Carriers beyond the data it displays: FMCSA registration, authority, safety, and out-of-service status; COI fields extracted from documents the Carrier uploads; identity and phone checks; and ratings. That data may be outdated, incomplete, or mis-extracted, and a "Verified" badge is not a certification. Shipper shall perform its own due diligence — including confirming authority and insurance directly with FMCSA and the Carrier's insurer and, if desired, obtaining its own certificate of insurance — and accepts all risk of its selection.

5. Payment to the Carrier

5.1 Payment of the agreed rate is Shipper's obligation to the Carrier, due as agreed between them. Shipper shall not condition payment on any act of Company.

5.2 Company does not collect, hold, escrow, advance, remit, or guarantee any payment for transportation and does not intervene in payment disputes. Shipper shall not instruct Company to withhold or release funds.

6. Prohibited conduct of Shippers

Shipper shall not: (a) re-post Loads obtained from Central Dispatch or any other load board, website, or broker without the right to do so; (b) post vehicles it has no right to tender, or post vehicles here while another carrier is dispatched on them; (c) act as an unlicensed broker by posting Loads for third parties without FMCSA broker authority; (d) misdescribe vehicles, dates, locations, operability, or price, or post a price it does not intend to pay; (e) use contact details revealed at Dispatch to solicit Carriers for other business or marketing; (f) scrape or export Carrier data; (g) coerce or manipulate ratings; or (h) dispatch Mexico-domiciled carriers on U.S. interior lanes except as permitted by law.

7. Claims against Carriers

7.1 Claims for loss of or damage to vehicles, delay, or non-performance are made by Shipper directly against the Carrier under the Carmack Amendment (49 U.S.C. § 14706), 49 CFR Part 370, and the Transport Agreement, within the time limits stated in the bill of lading (commonly nine months to file a claim). Shipper is responsible for claims by its own customers.

7.2 Company is not liable for any Carrier's acts or omissions, is not an insurer or guarantor, and shall not be named in any cargo claim. On request, Company may provide stored inspection records to the parties.

8. Documents and templates

8.1 Platform templates (bill of lading, inspection report, ePOD, rate confirmation) are provided for Shipper's and the Carrier's own use. Shipper, or its consignor or consignee, signs at pickup and delivery; Company is not a signatory and does not warrant the templates' legal sufficiency.

8.2 Shipper shall ensure that the persons releasing and receiving vehicles are authorized to sign, inspect each vehicle, and note damage on the BOL before signing. Shipper is bound by its agents' notations.

9. Subscription

9.1 Posting is free for the first 50 Shippers for 6 months from account approval ("founding shippers") and otherwise [USD 49 per month] per company account — a flat fee that does not vary with the number, value, or outcome of Loads. Carrier Check is available at [USD 29 per month] after 5 free lookups per month.

9.2 Subscriptions renew automatically, are billed through Stripe, may be cancelled at any time effective at the end of the current period, and are non-refundable except as required by law. Texas sales tax on data-processing services is added where applicable. Price changes take effect after 30 days' notice.

9.3 Carrier Check output is informational only and subject to Section 4.3.

10. Communications consent

10.1 By providing phone numbers and emails, Shipper consents to transactional communications about its account, Loads, requests, counters, Dispatch, inspections, and billing by email, SMS, voice, and push, including automated messages.

10.2 Promotional SMS are sent only if Shipper separately checks the opt-in box in the SMS Terms. Shipper may reply STOP at any time. Shipper represents that the numbers it provides are its own or those of persons who have consented, and indemnifies Company against TCPA claims arising from numbers it supplied.

11. Data use

11.1 Before Dispatch, Carriers see Shipper's company name, rating, completed-Load count, city-level pickup and delivery, vehicle type, dates, and price. Exact addresses, VINs, and contact details are revealed only to the dispatched Carrier. Load details may be used in aggregated, de-identified lane statistics.

11.2 Shipper shall obtain any consent required from customers whose names, addresses, or phone numbers it enters, and is responsible for that data's accuracy.

12. Indemnity for listings and transactions

Shipper shall defend, indemnify, and hold harmless Company as provided in the Terms, including against claims arising from: inaccurate, incomplete, or misleading Load information (including wrong VINs, undisclosed inoperability, personal items, or hazardous materials); Shipper's lack of authority to tender vehicles; non-payment of Carriers; claims by Shipper's customers; reposting of third-party Loads; and Shipper's violation of law or of this Agreement.

13. Suspension and termination

Company may suspend or terminate Shipper's account immediately for false or duplicate listings, credible Carrier reports of non-payment, reposting, fraud, failed subscription payments, or breach of this Agreement, and otherwise on 30 days' notice. Shipper may close its account at any time. Open Dispatches remain Shipper's obligations to the Carrier.

14. Liability, disputes, general

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

15. Acceptance

By clicking "I accept the Shipper Participation Agreement", the accepting individual represents that they are authorized to bind the Shipper named on the account.

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