Carrier Broker Contract

HWY LABS, INC.

ONLINE CARRIER CONTRACT

This Online Carrier Contract (hereinafter referred to as the “Agreement“), entered into as of the date you accept this Agreement, access the Platform (as defined below), create an account and/or begin using the Services (as defined below) (the “Effective Date“), is between you (the “Customer” the “CARRIER,” or “you“) and Hwy Labs, Inc., a Delaware corporation, otherwise known as Hwy Haul (“Hwy Haul,” “we,” the “BROKER, “or the “Company.” The CARRIER and the BROKER are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.” Initially capitalized words, not defined herein, have the meaning ascribed to them in the Company”s Terms of Use and/or the Company”s Privacy Policy.

During the account creation process, as more fully described in the Company”s Terms of Use, and/or in the order process (collectively the “Registration“), you will be asked to fill in contact information, including the name of your Company, your business address, your title, and your business email address. In addition, you will be asked to indicate the estimated maximum number of users and their names (collectively “Authorized Users“), and the Go Live Date, as defined in Section 1 below. Before you can complete the Registration, you must click through, read this Agreement and agree to its terms. If you do not agree to the terms and conditions of this Agreement, do not complete the Registration and do not order our Services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms and conditions, in which case the terms “you“, “your,” or “Customer” shall refer to such entity.

If you do not have such authority or if you are not willing to be bound by these terms and conditions, do not accept this Agreement and do not use the Platform or Company Services. By accepting this Agreement or by using or accessing the Services, you agree to be bound by the following terms and conditions.

If you would prefer to enter into a written agreement with respect to the subject matter hereof, please email or call the Company”s Chief Executive Officer and do not click through and accept this Agreement.

PLEASE NOTE THAT THIS AGREEMENT IS AN ONLINE AGREEMENT AND CANNOT BE CHANGED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BROKER. ALSO NOTE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND BY CLICKING THROUGH TO THIS AGREEMENT, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AND YOU WAIVE ANY RIGHT YOU MIGHT HAVE WITH RESPECT TO A TRIAL BY JUDGE OR JURY.

In consideration of the agreements contained below, the Parties hereby agree as follows:

1. TERM AND TERMINATION. The initial term of this Agreement shall be for one (1) year from the Go Live Date (the “Initial Term”) and shall automatically renew for successive one (1) year periods (each a “Renewal Term” and, with the Initial Term, collectively the “Term”) unless one PARTY give notice at least 30 days before the end the Term. Either PARTY may terminate this Agreement at any time for any reason by giving written notice to the other provided, however, if Carrier terminates this Agreement for convenience, no up-front fees or any fees paid prior to such termination will be refunded and Broker will charge Carrier a termination fee of 10% of the fees, which would have been paid by Carrier for the rest of the Term. For the purpose of this Agreement, the “Go Live Date” will mean the date that the Broker makes its Services and Platform available for use by the Carrier.
2. CARRIER”S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents and warrants that it is legally qualified in accordance with all applicable federal, state, local, and international (e.g., Canadian, Mexican) laws, statutes, regulations, rules, and ordinances (collectively, “Applicable Law”) to provide, as a motor carrier, the interstate, intrastate, cross-border and international transportation services (“Services” or “Shipments”) contemplated by this Agreement. CARRIER agrees to comply with any and all Applicable Law in the performance of its Services under this Agreement, including applicable Federal Motor Carrier Safety Administration (“FMCSA”) regulations, regulations relating to the transportation of food grade products (including the Food Safety Modernization Act), and federal and state air quality and environmental standards. CARRIER further represents and warrants that it does not have an unsatisfactory, conditional, or unfit safety rating issued by any regulatory authority with jurisdiction over CARRIER”s operations. In the event CARRIER receives or is notified it may receive an unsatisfactory, unfit or conditional safety rating (collectively an “Unsafe Rating”), fails to maintain insurance required hereunder, is notified such insurance may become ineffective, or is otherwise prohibited by Applicable Law from performing Services hereunder, CARRIER shall immediately notify BROKER and shall not transport any loads or goods tendered to CARRIER until such prohibition on operations is removed. In addition to any other remedy available to BROKER under the law or at equity, BROKER may terminate this Agreement if CARRIER receives such an Unsafe Rating without any liability whatsoever to CARRIER. CARRIER agrees to defend, indemnify, and hold BROKER harmless from any and all damages it suffers as a result of or in connection with CARRIER receiving such Unsafe Rating.
3. BROKER MAP-21 REPRESENTATIONS. As required by the Moving Ahead for Progress in the 21st Century Act (“MAP-21″), BROKER (1) confirms that it has entered into this Agreement as a property broker, and (2) acknowledges and agrees that the FMCSA regulations prohibit BROKER from representing its operations as being those of a motor carrier. As a property broker, BROKER is in the business of identifying and hiring motor carriers, such as CARRIER, authorized to transport the freight of BROKER”s customers (“SHIPPERS”).
4. PERFORMANCE OF SERVICES. CARRIER shall be solely responsible for controlling the method, manner, and means of accomplishing CARRIER”s Services. For purposes of this Agreement, “driver” shall mean those CARRIER employees, contractors, owner-operators under contract with CARRIER, employees of such owner-operators, or any other service providers of CARRIER assigned to operate motor vehicles providing transportation on behalf of CARRIER (singularly, “Driver,” collectively, “Drivers”). CARRIER and its Drivers are responsible for ensuring that Shipments are transported in a timely manner, are not damaged in transit, and determining the appropriate route for transportation. Any navigational directions that BROKER offers to CARRIER or its Drivers are offered as a convenience only, and CARRIER and its Drivers shall have no obligation to follow such navigational directions. If the CARRIER elects to provide access to the BROKER”s mobile application or other electronic platform to its Drivers, any directions, instructions or other information provided through the BROKER”s mobile application or other electronic platform are provided by the CARRIER to the Driver. CARRIER, on behalf of itself and its Drivers, agrees to grant BROKER permission to track the location of Drivers (including by tracking location of Drivers” devices) and of CARRIER”S equipment and to share such location information with third parties, including SHIPPER. All interstate and foreign Shipments BROKER provides CARRIER for transportation under this Agreement shall move pursuant to CARRIER”s operating authority even if the Drivers assigned the Shipments have their own separate FMCSA-operating authorities. CARRIER shall transport all Shipments provided under this Agreement without unreasonable delay and shall immediately communicate to BROKER all occurrences that may cause delay in transit. This Agreement does not grant CARRIER an exclusive right to perform any Services for BROKER or SHIPPER nor does it bind CARRIER to exclusively carry BROKER”s or SHIPPER”s Shipments or buy BROKER”s Services. CARRIER shall execute any necessary Uniform Intermodal Interchange and Facilities Access Agreement (UHA) and SHIPPER-specific UIIA addendum.
5. RECEIPTS AND BILLS OF LADING. Each Shipment transported pursuant to this Agreement shall be evidenced by a bill of lading that complies with 49 C.F.R. § 373.101 that names CARRIER as the transporting motor carrier. Except for information required under 49 C.F.R. § 373.101 and in Rate Confirmations (as defined in Section 7, below), in no event will any party”s tariff, terms and conditions, service guide, credit application, bill of lading or similar shipping document apply to the Services provided under this Agreement. The fact that BROKER is named as a “carrier” upon any applicable bill of lading shall not affect its status as a property broker. Upon delivery of each Shipment, CARRIER shall obtain a receipt showing the kind and quantity of product delivered to the consignee, and CARRIER shall cause the consignee to sign such receipt. The bill of lading is intended to act as a receipt only. CARRIER shall notify BROKER immediately of any exception made on the bill of lading or delivery receipt.
6. CARRIER’S OPERATIONS.
   1. CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, subcontractors and other service providers (including its Drivers, collectively, “CARRIER Personnel”) and shall utilize only competent and able personnel who are legally licensed in accordance with all Applicable Law to perform the Services under this Agreement. Notwithstanding any communications or other information transmitted to or from a Driver on any BROKER mobile application or other electronic service, CARRIER shall have full control of its CARRIER Personnel used in the provision of motor carrier services under this Agreement and CARRIER shall be responsible for the acts and omissions of each of its CARRIER Personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER”s cost and expense, that such CARRIER Personnel are fully qualified to perform Services hereunder. CARRIER shall also ensure that any Driver providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours-of-service regulations, and complies with applicable drug and alcohol testing rules and regulations, and safety and security requirements. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law.
   2. CARRIER shall perform all Services, including any Shipments accepted by CARRIER or CARRIER Personnel through BROKER”s Electronic Platforms (as defined below), under this Agreement as an independent contractor and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers” compensation, unemployment compensation, disability, pension, and social security insurance) and any other financial obligations to CARRIER Personnel, including payment and compensation due to its Drivers, arising out of the Services performed under this Agreement. BROKER and SHIPPER are not CARRIER”s agents. This Agreement does not create a joint venture, joint enterprise or partnership between BROKER, SHIPPER and/or CARRIER. CARRIER shall furnish all equipment necessary or required for the performance of its obligations under this Agreement (the “Equipment”). CARRIER shall maintain all Equipment in good repair and clean, working condition, in full compliance with Applicable Law, and free of contamination and infestation. CARRIER warrants and represents that its trailers have not been and shall not be used to haul municipal, residual, industrial, chemical, liquid or solid waste. For all Shipments requiring refrigeration, CARRIER shall be solely responsible for maintaining proper temperature control in accordance with temperature requirements provided to CARRIER by SHIPPER or BROKER
   3. CARRIER shall comply with the additional obligations stated in Schedule A, as Schedule A may be amended from time to time.
7. RATES & PAYMENTS.
   1. (a) CARRIER will invoice and BROKER will pay to CARRIER, and not any Driver, the rates and charges set forth in an Electronic Rate Confirmation (as defined below) or in a rate confirmation provided by Broker to CARRIER electronically or otherwise (collectively, “Rate Confirmation”). CARRIER hereby agrees that any Shipment that is accepted by any of its CARRIER Personnel on any of BROKER”s electronic platforms (including any of BROKER”s mobile applications, websites or other electronic platforms, collectively “BROKER”s Electronic Platforms”) is and shall be a Shipment and transportation Service of CARRIER that is subject in all respects to this Agreement at the rates and charges indicated on BROKER”s Electronic Platform. Each such electronic acceptance of a Shipment on any of BROKER”s Electronic Platforms will constitute an agreement between the PARTIES regarding the rates and charges of an applicable Shipment payable to CARRIER and have full force and effect under this Agreement (an “Electronic Rate Confirmation”). In the event CARRIER elects to designate to BROKER certain CARRIER Personnel who are authorized to accept Shipments on behalf of CARRIER on any of BROKER”s Electronic Platforms under this Agreement, (i) CARRIER agrees to notify BROKER, electronically or as BROKER otherwise specifies, immediately of any changes to (including removals from) the CARRIER Personnel so designated and agrees that BROKER may rely upon such designated CARRIER Personnel whenever such CARRIER Personnel accepts a Shipment made available to CARRIER on any of BROKER”s Electronic Platforms and (ii) CARRIER is solely responsible for its failure to accurately and timely notify BROKER of any such changes to (including removals from) the designated CARRIER Personnel.
      1. As a condition to payment, CARRIER shall provide BROKER with a legible copy of the bill of lading or other proof of delivery. Within five (5) business days of BROKER”s request, CARRIER shall provide BROKER with such documents. BROKER will pay CARRIER”s invoice within thirty (30) days of BROKER”s receipt of such invoice and bill of lading or other proof of delivery. CARRIER shall accept all freight charge payments from BROKER via bank wire transfer (ACH).
      2. CARRIER agrees BROKER has the exclusive right to handle all billing of freight charges to the SHIPPER for the transportation Services provided pursuant to this Agreement, and BROKER is solely responsible for paying CARRIER freight charges. CARRIER agrees to waive any and all claims CARRIER may have against the SHIPPER, consignor, consignee, or third-party payer related to payment of CARRIER freight charges; provided, however, CARRIER may seek payment from SHIPPER of undisputed freight charges BROKER fails to pay within sixty (60) days of receiving CARRIER”s invoice and supporting shipping documents.
      3. CARRIER shall submit all freight bills within 180 days of delivery or waive its right to payment for Services rendered with respect to such late submitted invoices. Claims for undercharges and overcharges must be brought within 180 days of BROKER”s receipt of the original invoice giving rise to such undercharge or overcharge claim. PARTIES shall bring any valid suit related to unpaid or overpaid freight charges or undercharges within 18 months of the date of delivery or their right to sue or otherwise seek payment or reimbursement shall be waived.
      4. CARRIER shall not be required to waive and release any liens of any nature that CARRIER might otherwise have to any goods of SHIPPER in the care, custody or control of CARRIER unless SHIPPER requires CARRIER and/or its Drivers to waive such liens in its shipper-broker agreement with BROKER or otherwise.
8. FREIGHT LOSS, DAMAGE OR DELAY.
   1. CARRIER assumes the liability of a motor carrier under the Carmack Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of goods or property tendered to CARRIER pursuant to this Agreement from the time the Shipment is tendered to CARRIER until delivery. CARRIER shall be liable for the full invoice value of the cargo lost, damaged, delayed, or destroyed, but shall not be liable for any related costs or fees, including consequential or incidental damages, unless SHIPPER requires CARRIER to be liable for such related costs or fees in its shipper-broker agreement with BROKER or otherwise. CARRIER shall have the right to salvage goods or a right to claim an offset for the value of salvage with BROKER”s prior written consent, which shall not be withheld if SHIPPER allows salvage of goods or an offset for salvage value. In the event of an accident, CARRIER shall be responsible for securement, cleanup and disposal of cargo as directed by SHIPPER.
   2. Processing of claims for freight loss, damage or delay shall be governed by the provisions of 49 C.F.R. Part 370, except as limited by the provisions of this Agreement. CARRIER shall pay, decline or make a firm compromise of settlement within sixty (60) days after receipt of a claim. CARRIER and BROKER shall cooperate with each other and with SHIPPER in investigating any claim for cargo loss, damage, delay, or destruction.
   3. SHIPPER shall be a third party beneficiary of this Section 8 and shall be entitled to enforce the obligations in this Section 8 against CARRIER.
9. INSURANCE. CARRIER shall procure and