Broker Agreement
Version: v1 · Effective Date: June 1, 2026 · Governing Law: State of Delaware, United States
1. Acceptance and Eligibility
This Broker Agreement ("Agreement") is entered into between RIG53, Inc.("RIG53," "we," "us," or "our"), a Delaware corporation operating the RIG53 platform at rig53.com, and the licensed freight broker entity or individual that has registered for a broker account and accepted this Agreement ("Broker," "you," or "your").
By creating a broker account, checking the acceptance checkbox, or posting any load on the RIG53 platform, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. Your acceptance timestamp is recorded and stored by RIG53.
To be eligible, you must: (a) hold active licensed freight broker authority issued by FMCSA under 49 USC §13904, including an active USDOT number and MC number; (b) maintain a valid surety bond or trust fund instrument as required under 49 USC §13906 and MAP-21 (Pub. L. 112-141); and (c) comply with all applicable federal and state freight brokerage laws and regulations, including 49 CFR Part 371.
3. Surety Bond and Trust Fund
3.1 Minimum Bond Requirement
As required by 49 USC §13906 and the Moving Ahead for Progress in the 21st Century Act (MAP-21, Pub. L. 112-141), you must maintain a valid surety bond (BMC-84) or trust fund agreement (BMC-85) of not less than $75,000 throughout the term of this Agreement. This instrument must be filed with FMCSA and must name FMCSA as a beneficiary for payment to shippers and carriers harmed by your failure to carry out your contracts.
3.2 Lapse of Bond
A lapse, cancellation, or reduction below the minimum threshold of your surety bond or trust fund constitutes a material breach of this Agreement and will result in immediate suspension of your platform account pending reinstatement.
4. Broker Duties and Obligations
4.1 Accurate Load Information
You are solely responsible for the accuracy and completeness of all load information you post on the RIG53 platform, including origin, destination, commodity type, weight, dimensions, special handling requirements, pickup and delivery times, and rate. Material inaccuracies that result in carrier non-performance or additional costs may give rise to liability under this Agreement.
4.2 Rate Confirmation Obligations
Upon awarding a load to a carrier, you must issue a written Rate Confirmation within a commercially reasonable time, setting forth all agreed terms including rate, pickup/delivery windows, accessorial terms, and payment timing. Rate Confirmations issued through the RIG53 platform are legally binding contracts between you and the carrier.
4.3 Shipper Representation
Where you are acting as an agent for a shipper, you represent that you have authority to bind that shipper and that the shipper has been informed of and consented to the applicable terms of this Agreement and the RIG53 platform.
5. Carrier Selection and Vetting
5.1 Due Diligence Obligation
You are responsible for conducting reasonable due diligence on any carrier to whom you tender freight, including verifying active FMCSA operating authority, insurance coverage, and safety rating through FMCSA's SAFER system. RIG53 provides platform-level carrier data as a convenience only; you may not rely solely on RIG53-provided data to satisfy your due diligence obligations.
5.2 Platform Carrier Data
RIG53 displays carrier authority status, safety ratings, and insurance information sourced from FMCSA and carrier-provided data. This data is provided for informational purposes and may not reflect real-time regulatory status. You remain solely responsible for your carrier vetting decisions.
6. Double-Brokering Prohibition
Double-brokering is strictly prohibited. You may not re-broker any load awarded to you on the RIG53 platform to another broker without the prior written consent of the shipper and RIG53. You represent that every carrier to whom you tender freight on the RIG53 platform is an actual motor carrier with active operating authority who will physically transport the freight.
Violation of this prohibition constitutes a material breach of this Agreement and may result in: (a) immediate account termination; (b) forfeiture of any outstanding payments; (c) referral to FMCSA for investigation; and (d) civil liability for all damages resulting from the unauthorized re-brokering, including cargo loss, delivery failure, and consequential damages suffered by the shipper and the defrauded carrier.
7. Credit Terms and Payment to Carriers
7.1 Payment Obligation
You are solely responsible for timely payment to carriers for all loads you broker through the RIG53 platform. You must pay carriers in accordance with the payment terms set forth in the applicable Rate Confirmation.
7.2 Standard Payment Terms
Unless otherwise agreed in writing, carrier payment is due net-30 days from receipt of a complete invoice with signed POD and BOL. You agree not to withhold payment from carriers as leverage in unrelated disputes.
7.3 Disputed Invoices
If you dispute a carrier invoice, you must provide written notice of the dispute to the carrier and RIG53 within 15 calendar days of receipt of the invoice, specifying the basis for the dispute. Undisputed portions of invoices must be paid on time regardless of any pending dispute.
7.4 Broker Fee Disclosure
Upon written request by a shipper or carrier to a transaction, you agree to disclose your compensation for arranging the applicable transportation as required by 49 USC §13704(b).
8. Load Posting Standards
All loads posted on the RIG53 platform must reflect genuine, available freight. You may not post phantom loads, test loads, or loads for which you do not have a shipper commitment. Loads must not be posted at artificially low rates designed to attract carriers without intent to award at the posted rate. Violation of these standards may result in account suspension or termination.
You must remove or update load postings promptly when a load has been awarded or cancelled. Stale or inaccurate postings that mislead carriers constitute a violation of this Agreement and FMCSA regulations.
9. Record-Keeping Requirements
In accordance with 49 CFR §371.3, you must maintain records of each freight transaction brokered through the RIG53 platform for a period of not less than three (3) years from the date of the transaction. Required records include: names and addresses of the shipper and carrier; description of the commodity; origin and destination; amount of compensation received; and the amount of any freight charges collected.
These records must be made available for inspection upon request by the shipper, carrier, or FMCSA in accordance with 49 CFR §371.3(c).
10. Confidentiality
You agree to keep confidential all non-public information disclosed through the RIG53 platform, including carrier rates, shipper freight data, platform pricing, and operational information. You may not use such information outside of the platform context or disclose it to third parties without prior written consent.
You may not solicit shippers or carriers introduced through the RIG53 platform outside the platform for 12 months following your last transaction with that party on the platform. This restriction does not apply to pre-existing relationships.
11. Indemnification
You agree to defend, indemnify, and hold harmless RIG53, Inc. and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of this Agreement; (b) your violation of applicable law or FMCSA regulations; (c) inaccurate load postings; (d) double-brokering or unauthorized re-brokering; (e) failure to pay carriers; (f) your representations to shippers or carriers on or off the platform; or (g) any claim by a third party arising from your brokerage activities.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RIG53 IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM. RIG53 IS A NEUTRAL PLATFORM AND DOES NOT GUARANTEE FREIGHT AVAILABILITY, CARRIER PERFORMANCE, SHIPPER PAYMENT, OR THE ACCURACY OF THIRD-PARTY DATA.
RIG53's total aggregate liability to you shall not exceed the total platform fees paid by you to RIG53 in the 12 months preceding the event giving rise to the claim.
13. Term and Termination
13.1 Term
This Agreement commences on the date of acceptance and continues until terminated by either party.
13.2 Termination for Convenience
Either party may terminate this Agreement upon 30 days' written notice. You must fulfill all obligations under Rate Confirmations issued prior to the termination date.
13.3 Termination for Cause
RIG53 may terminate immediately upon: (a) revocation or lapse of your broker authority; (b) lapse of required surety bond; (c) double-brokering; (d) fraudulent activity; (e) repeated failure to pay carriers; (f) FMCSA enforcement action; or (g) material breach of this Agreement.
14. Dispute Resolution
14.1 Informal Resolution
The parties agree to attempt good-faith informal resolution for 30 days before initiating formal proceedings.
14.2 Binding Arbitration
Unresolved disputes shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules. Seat: Wilmington, Delaware. The award is final and may be entered as judgment. Class action and representative proceedings are waived.
14.3 FMCSA Proceedings
Nothing in this Agreement limits any party's right to file a complaint with FMCSA under 49 USC §14701 or to seek relief before the Surface Transportation Board for transportation rate disputes.
15. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law provisions, except where superseded by federal transportation law. Subject to Section 14, the parties consent to the exclusive jurisdiction of the state and federal courts in Wilmington, Delaware.
16. Miscellaneous
16.1 Entire Agreement
This Agreement, together with the RIG53 Terms of Service and Privacy Policy, constitutes the entire agreement between you and RIG53 with respect to your use of the platform as a broker.
16.2 Amendments
RIG53 may amend this Agreement at any time by posting an updated version at rig53.com/legal/broker-agreement. Continued use of the platform after the effective date constitutes acceptance. Material changes will be communicated at least 14 days in advance.
16.3 Severability and Waiver
If any provision is found unenforceable, the remainder continues in full force. RIG53's failure to enforce any provision is not a waiver.
16.4 Legal Counsel Notice
This Agreement has been drafted for informational and operational purposes. RIG53 recommends that all brokers review this Agreement with qualified transportation and legal counsel before operating on the platform.
17. Contact
For questions or notices under this Agreement, contact RIG53 at:
RIG53, Inc.Legal Department
Email: legal@rig53.com
Website: rig53.com/contact