Dispatcher Agreement

Version: v1 · Effective Date: June 1, 2026 · Governing Law: State of Delaware, United States

1. Acceptance and Eligibility

This Dispatcher 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 dispatcher entity or individual that has registered for a dispatcher account and accepted this Agreement ("Dispatcher," "you," or "your").

By creating a dispatcher account, checking the acceptance checkbox, or using any dispatching feature of 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 be a lawfully organized business or individual operating as a motor carrier dispatcher or dispatch service provider. You must comply with all applicable federal and state laws governing your dispatching activities and must not hold yourself out as a motor carrier or freight broker unless you separately hold the required FMCSA authority for those regulated activities.

2. Non-Carrier Status Disclosure

2.1 Mandatory Disclosure Obligation

You acknowledge and agree that, in your capacity as a dispatcher, you are not a motor carrier as defined under 49 USC §13102(14) and do not hold motor carrier operating authority. You must disclose your status as a dispatcher — not a carrier — to all shippers, brokers, and carriers with whom you interact on or through the RIG53 platform.

2.2 Prohibition on Carrier Misrepresentation

You may not represent yourself or your dispatch service as a motor carrier to any shipper, broker, or third party. You may not enter into transportation contracts as if you were the transporting carrier unless you separately hold active FMCSA motor carrier authority under 49 USC §13902.

2.3 USDOT Number Prohibition

You may not use a carrier's USDOT number for any purpose other than communicating your client carrier's identity to authorized parties in connection with a specific shipment that carrier has accepted. Misuse of a USDOT number is a federal violation and grounds for immediate account termination.

3. Authority Limitations

3.1 Agency Scope

Your authority to act on behalf of a carrier is strictly limited to the scope expressly authorized in writing by that carrier. You may not bind a carrier to a Rate Confirmation, load commitment, or payment arrangement unless the carrier has explicitly authorized you to do so for the specific transaction.

3.2 Written Authorization Requirement

Before dispatching any carrier through the RIG53 platform on their behalf, you must hold a written Dispatcher-Carrier Agreement (or equivalent engagement letter) signed by that carrier. This document must define the scope of your authority, your fee structure, and the carrier's right to reject individual loads without penalty. You must make this documentation available to RIG53 upon request.

3.3 No Authority to Renegotiate

You may not unilaterally renegotiate agreed rates on behalf of a carrier after a load has been accepted without the carrier's express authorization.

4. Dispatcher Duties

4.1 Load Matching

You agree to use the RIG53 platform to source and present freight opportunities to your carrier clients in good faith. You must only submit bids or accept loads on behalf of carriers that have the operational capacity, appropriate equipment, and regulatory authority to fulfill those loads.

4.2 Carrier Interest Obligation

Your primary duty is to your carrier client. You must present load opportunities and negotiate rates that serve the carrier's interests. You may not prioritize loads that maximize your own fees at the expense of your carrier client's operational or financial interests.

4.3 Communication Standards

You agree to maintain timely and accurate communication with brokers and shippers through the RIG53 platform on behalf of the carriers you represent. You must respond promptly to load status inquiries and provide accurate information about carrier availability and load progress.

4.4 Regulatory Compliance Verification

Before dispatching a carrier on any load, you must verify that the carrier holds active FMCSA operating authority, maintains required insurance coverage, and is not subject to an out-of-service order.

5. Fee Structure and Transparency

5.1 Fee Disclosure to Carriers

You must disclose your dispatch fee structure — including the percentage of gross load rate or flat fee charged per load — to your carrier clients before engagement and in your Dispatcher-Carrier Agreement. Hidden fees, double-dipping from both brokers and carriers on the same transaction, or undisclosed rate deductions are prohibited.

5.2 No Carrier Rate Inflation for Personal Gain

You may not inflate the rate presented to a broker or shipper above what you represent to the carrier in order to collect an undisclosed spread. All rate negotiations must be conducted transparently with your carrier client's knowledge and consent.

5.3 Platform Fees

RIG53 platform fees for dispatcher accounts are set forth in your applicable subscription plan. All platform fees are separate from and in addition to any fees you charge your carrier clients.

6. Prohibited Activities

The following activities are strictly prohibited and constitute material breaches of this Agreement:

Brokering without authority: Arranging for-hire transportation between a shipper and a carrier for compensation, in any manner that constitutes freight brokerage under 49 USC §13904, without holding active FMCSA freight broker authority.
Double-brokering:Representing to a shipper or broker that you are a carrier, or facilitating a transaction in which a carrier's identity is concealed from the shipper.
Identity fraud:Using a carrier's MC number, USDOT number, or operating authority without the carrier's current, explicit written authorization.
Unauthorized rate commitments:Accepting load offers or committing to rates on behalf of a carrier without the carrier's prior knowledge and consent.
Misrepresentation to RIG53:Providing false information about your status, your carrier clients' authority, or the nature of transactions conducted through the platform.
Charging shippers or brokers:Collecting fees directly from shippers or brokers without their knowledge and the carrier's consent, in a manner that could constitute unlicensed brokerage.

7. FMCSA Dispatcher Regulations

7.1 Current Regulatory Landscape

Dispatch services operating in interstate commerce are subject to evolving FMCSA oversight. FMCSA has issued guidance and continues to develop rules regarding the activities of dispatcher-for-hire services, particularly with respect to the distinction between dispatching (not currently separately licensed) and freight brokering (requires FMCSA authority under 49 USC §13904).

7.2 Compliance Obligation

You agree to monitor and comply with all applicable FMCSA regulations, guidance, and enforcement policies regarding dispatcher activities as they are issued or updated. You agree to promptly notify RIG53 of any FMCSA investigation, complaint, or enforcement action directed at your dispatching activities.

7.3 When Broker Authority is Required

If at any point your activities constitute freight brokerage under applicable FMCSA interpretations — including if you receive compensation from both shippers/brokers and carriers for the same transaction, or if you exercise control over carrier selection in a manner analogous to brokerage — you must immediately obtain FMCSA broker authority or cease those activities. Failure to do so may constitute a federal violation. RIG53 accepts no liability for your regulatory compliance decisions.

8. Relationship with Carriers

Your engagement with each carrier is an independent commercial relationship governed by your Dispatcher-Carrier Agreement with that carrier. RIG53 is not a party to the Dispatcher-Carrier Agreement and has no liability for disputes arising from those arrangements.

You acknowledge that carriers retain the right to accept or reject individual load opportunities at their sole discretion and that you may not create binding load commitments on behalf of a carrier without that carrier's express, load-specific authorization.

9. Confidentiality

You agree to keep confidential all non-public information disclosed through the RIG53 platform, including broker rates, shipper freight data, carrier rates, platform pricing, and operational data. You may not use platform data for any purpose other than dispatching for your carrier clients, and may not disclose it to third parties without prior written consent.

10. 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) unauthorized brokering activities; (c) misuse of carrier USDOT numbers or authority; (d) your violation of applicable law or FMCSA regulations; (e) unauthorized commitments made on behalf of carriers; (f) undisclosed fee arrangements; or (g) any claim by a carrier, broker, or shipper arising from your dispatching activities.

11. 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 THIS AGREEMENT OR YOUR USE OF THE PLATFORM. RIG53 IS A NEUTRAL PLATFORM AND DOES NOT GUARANTEE LOAD AVAILABILITY, CARRIER PERFORMANCE, OR BROKER PAYMENT. RIG53'S TOTAL LIABILITY SHALL NOT EXCEED PLATFORM FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

12. Term and Termination

12.1 Term

This Agreement commences on the date of acceptance and continues until terminated by either party.

12.2 Termination for Convenience

Either party may terminate upon 30 days' written notice. Outstanding obligations survive termination.

12.3 Termination for Cause

RIG53 may terminate immediately upon: (a) unauthorized brokering or carrier misrepresentation; (b) misuse of a carrier's USDOT or MC number; (c) double-brokering facilitation; (d) FMCSA enforcement action; (e) fraudulent activity; or (f) material breach of this Agreement.

13. Dispute Resolution

13.1 Informal Resolution

The parties agree to attempt good-faith informal resolution for 30 days before initiating formal proceedings.

13.2 Binding Arbitration

Unresolved disputes shall be submitted to binding arbitration administered by the AAA under its Commercial Arbitration Rules. Seat: Wilmington, Delaware. Class action and representative proceedings are waived. The award is final and may be entered as a court judgment.

14. 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 13, the parties consent to the exclusive jurisdiction of courts in Wilmington, Delaware.

15. Miscellaneous

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 dispatcher.

15.2 Amendments

RIG53 may amend this Agreement by posting an updated version at rig53.com/legal/dispatcher-agreement. Continued use constitutes acceptance. Material changes will be communicated at least 14 days in advance.

15.3 Legal Counsel Notice

This Agreement has been drafted for informational and operational purposes. The regulatory landscape governing dispatcher activities is evolving. RIG53 strongly recommends that all dispatchers review this Agreement and their operational practices with qualified transportation and legal counsel before operating on the platform.

16. Contact

For questions or notices under this Agreement, contact RIG53 at:

RIG53, Inc.
Legal Department
Email: legal@rig53.com
Website: rig53.com/contact