Carrier Agreement

2.1 FMCSA Registration

You represent and warrant that you hold, and will maintain throughout the term of this Agreement, all operating authority required by the FMCSA to transport the type of freight you accept on the RIG53 platform. This includes, but is not limited to, active for-hire motor carrier authority under 49 USC §13902 and a valid USDOT number.

2.2 Safety Rating

You represent and warrant that your FMCSA safety rating is not "Unsatisfactory." RIG53 reserves the right to suspend or terminate your account immediately if your safety rating is downgraded to "Unsatisfactory" or if FMCSA issues a conditional rating that materially restricts your operations.

2.3 Driver Qualifications

You are solely responsible for ensuring that all drivers operating under your authority meet FMCSA driver qualification standards under 49 CFR Part 391, including valid Commercial Driver's Licenses ("CDL"), medical certificates, hours-of-service ("HOS") compliance under 49 CFR Part 395, and Electronic Logging Device ("ELD") requirements under 49 CFR Part 395 Subpart B.

2.4 Hazardous Materials

If you accept loads designated as hazardous materials ("hazmat"), you must hold the applicable FMCSA hazmat registration under 49 CFR Part 107 Subpart G, ensure your drivers are hazmat-endorsed under 49 CFR §383.93, and comply with all DOT hazmat regulations under 49 CFR Parts 171–180.

2.5 Ongoing Compliance

You agree to promptly notify RIG53 in writing within 48 hours if your operating authority is revoked, suspended, or placed under an "out-of-service" order, or if your insurance coverage lapses or is cancelled.

3.1 Minimum Coverage

You must maintain, at minimum, the following insurance coverages throughout the term of this Agreement:

• Primary Auto Liability: $750,000 per occurrence for general freight (non-hazmat), as required under 49 CFR §387.9; $1,000,000 per occurrence for certain commodities; $5,000,000 per occurrence for hazardous materials under 49 CFR §387.9.
• Cargo Insurance: Minimum $100,000 per load unless otherwise agreed in writing with the applicable broker or shipper.
• General Liability: Minimum $1,000,000 per occurrence.
• Workers' Compensation: As required by applicable state law for all employees.

3.2 Certificates of Insurance

You authorize RIG53 to verify your insurance coverage through FMCSA's SAFER system and through direct inquiry to your insurer or insurance agent. You agree to provide current Certificates of Insurance to RIG53 upon request within 24 hours.

3.3 Lapse of Coverage

A lapse in required insurance coverage constitutes a material breach of this Agreement and will result in immediate suspension of your account pending reinstatement of coverage. You remain liable for any obligations arising from loads accepted prior to the lapse.

4.1 Binding Commitment

When you accept a load on the RIG53 platform — whether through the platform interface, a rate confirmation ("Rate Con"), or verbal agreement — you enter into a binding contract with the shipper or broker to transport that freight as agreed. You must perform all accepted loads on time and in accordance with the terms of the applicable Rate Confirmation.

4.2 Prohibited Sub-Brokering

You may not re-broker, sub-contract, or assign any load accepted on the RIG53 platform to another motor carrier without the prior written consent of the applicable broker or shipper and RIG53. Unauthorized re-brokering constitutes a material breach of this Agreement and may result in immediate account termination and liability for all resulting damages.

4.3 Load Cancellation

If you must cancel an accepted load, you must notify the broker or shipper and RIG53 as early as possible and no later than 4 hours prior to the scheduled pickup time. Excessive cancellations may result in account suspension, reduced Trust Score, or removal from the platform at RIG53's discretion.

4.4 Communication

You agree to respond promptly to load status inquiries from brokers, shippers, and RIG53. You must provide check calls or GPS tracking updates as required by the applicable Rate Confirmation or as requested by the broker or shipper.

5.1 Agreed Rates

Freight rates are agreed upon between you and the broker or shipper at the time of load acceptance and set forth in the Rate Confirmation. RIG53 is a neutral platform facilitator and is not a party to the rate agreement unless expressly stated otherwise.

5.2 Invoicing

You must submit a complete and accurate invoice, together with all required supporting documentation (including signed Proof of Delivery ("POD") and Bill of Lading ("BOL")), within 7 calendar days of delivery. Late submission may delay payment processing.

5.3 Payment Terms

Unless otherwise specified in the applicable Rate Confirmation, payment is due net-30 days from receipt of a complete invoice with all supporting documentation. Quick-pay programs, if available, are offered at the discretion of the paying party and subject to applicable fee deductions.

5.4 Disputed Charges

Any disputed charges must be submitted in writing within 30 days of the original invoice date. Disputes will be handled in accordance with Section 13 of this Agreement.

5.5 Offset Rights

RIG53 and the broker or shipper reserve the right to offset amounts owed to you against any amounts you owe arising from cargo claims, overcharges, or damages caused by your performance or breach of this Agreement.

6.1 Full Value Liability

You are liable as a motor carrier for loss, damage, delay, or destruction of freight in your care, custody, and control under the Carmack Amendment (49 USC §14706) and applicable federal common carrier liability standards. Your liability attaches at tender of the freight and terminates upon delivery and recipient acknowledgment.

6.2 Cargo Claims Process

All cargo claims must be filed in writing within 9 months of delivery (or the date delivery was scheduled if the freight was lost) in accordance with 49 CFR Part 370. Claims must include: description of the damage or loss, the freight bill or BOL, and documented evidence of value and extent of loss.

6.3 Exclusions

You are not liable for loss or damage caused by: (a) act of God; (b) act of public enemy; (c) act of shipper (including improper packaging, labeling, or loading by the shipper); (d) act of public authority; or (e) the inherent vice or nature of the goods, provided you can demonstrate the loss falls within one of these recognized common carrier defenses.

7.1 Federal Safety Standards

You agree to comply with all applicable FMCSA safety regulations, including 49 CFR Parts 382 (drug and alcohol testing), 383 (CDL standards), 390–399 (Federal Motor Carrier Safety Regulations), and all applicable state commercial vehicle laws.

7.2 Vehicle Condition

All vehicles and equipment used to fulfill loads accepted on the RIG53 platform must be in safe operating condition and must comply with FMCSA vehicle inspection standards under 49 CFR Part 396. You must not operate any vehicle that is subject to an out-of-service order.

7.3 Accident Reporting

You must promptly notify RIG53 of any accident, incident, or cargo theft occurring in connection with a load accepted through the platform, and cooperate fully with any subsequent investigation. This notification obligation does not limit your independent reporting obligations under 49 CFR Part 390.

12.1 Term

This Agreement commences on the date you accept it and continues indefinitely until terminated by either party in accordance with this Section.

12.2 Termination for Convenience

Either party may terminate this Agreement at any time upon 30 days' written notice to the other party. You remain obligated to complete all loads accepted prior to the effective date of termination.

12.3 Termination for Cause

RIG53 may terminate this Agreement immediately, without notice, upon: (a) revocation or suspension of your FMCSA operating authority; (b) lapse of required insurance coverage; (c) issuance of an FMCSA out-of-service order; (d) an "Unsatisfactory" safety rating; (e) unauthorized re-brokering; (f) fraudulent activity or material misrepresentation; (g) repeated load cancellations or non-performance; or (h) any other material breach of this Agreement.

12.4 Effect of Termination

Upon termination, your access to the RIG53 platform will be disabled. Sections 6, 9, 10, 11, 13, and 14 survive termination.

13.1 Informal Resolution

Before initiating any formal dispute process, the parties agree to make a good-faith effort to resolve any dispute informally. The party raising the dispute must notify the other in writing, describing the dispute in detail. The parties will have 30 days from receipt of the notice to resolve the dispute informally.

13.2 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as modified herein. Arbitration shall be conducted by a single arbitrator with expertise in transportation law. The seat of arbitration shall be Wilmington, Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Exclusions from Arbitration

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of the arbitration. Cargo claims filed with the appropriate Surface Transportation Board or FMCSA are not subject to this arbitration clause.

13.4 Class Action Waiver

ALL DISPUTES UNDER THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.1 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 carrier.

15.2 Amendments

RIG53 may amend this Agreement at any time by posting an updated version at rig53.com/legal/carrier-agreement. Your continued use of the platform after the effective date of any amendment constitutes acceptance of the updated terms. Material changes will be communicated by email or in-platform notification at least 14 days before they take effect.

15.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver

RIG53's failure to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision in the future.

15.5 Legal Counsel Notice

This Agreement has been drafted for informational and operational purposes. RIG53 recommends that all carriers review this Agreement with qualified transportation and legal counsel before accepting loads or operating on the platform.