HWY LABS, INC.

ONLINE CARRIER CONTRACT

This Online Carrier Contract (the “Agreement”), entered into as of the date you accept this Agreement, access the Platform, create an account and/or begin using the Services (the “Effective Date”), is between you (the “Carrier” or “you”) and Hwy Labs, Inc., a Delaware corporation, doing business as Hwy Haul (“Hwy Haul,” “we,” “us,” the “Broker,” or the “Company”).

The Carrier and the Broker may be referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms not defined herein have the meanings set forth in the Company’s Terms of Use and/or Privacy Policy.

By completing Registration and accessing the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not use the Platform or Services.

IMPORTANT NOTICE

THIS AGREEMENT IS AN ONLINE AGREEMENT AND CANNOT BE CHANGED WITHOUT PRIOR WRITTEN CONSENT OF THE BROKER. THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND YOU WAIVE ANY RIGHT TO A TRIAL BY JUDGE OR JURY.

1. TERM AND TERMINATION

This Agreement shall be effective for one (1) year from the Go Live Date and shall automatically renew for successive one-year terms unless either Party provides written notice at least thirty (30) days prior to the end of the Term.

Either Party may terminate this Agreement at any time. If Carrier terminates for convenience, no fees will be refunded and Broker may charge a termination fee equal to ten percent (10%) of the remaining fees for the Term.

2. CARRIER OPERATING AUTHORITY AND COMPLIANCE

Carrier represents that it is fully authorized and legally qualified under all applicable federal, state, local, and international laws to perform transportation services contemplated under this Agreement.

Carrier agrees to comply with all FMCSA regulations, safety standards, environmental laws, and food transportation requirements where applicable. Carrier must immediately notify Broker of any unsafe or conditional safety rating.

3. BROKER MAP-21 REPRESENTATIONS

Broker confirms it is acting solely as a property broker and not as a motor carrier, in compliance with MAP-21 and FMCSA regulations.

4. PERFORMANCE OF SERVICES

Carrier shall control the method, manner, and means of performing transportation services. Carrier assumes responsibility for route selection, driver conduct, shipment timing, and cargo condition.

Carrier authorizes Broker to track the location of Carrier equipment and Drivers and to share such data with Shippers where required.

5. RECEIPTS AND BILLS OF LADING

Each Shipment shall be evidenced by a bill of lading naming Carrier as the transporting motor carrier. Bills of lading act as receipts only and do not alter Broker’s role as a property broker.

6. CARRIER OPERATIONS

Carrier is responsible for all acts and omissions of its Drivers, contractors, and personnel. Carrier shall provide all equipment necessary and ensure compliance with hours-of-service, drug testing, and safety regulations.

7. RATES AND PAYMENTS

Payment terms depend on the services used, including Digital Freight Brokerage or MShip Services, as defined in the applicable Rate Confirmation.

Carrier shall submit invoices with proof of delivery. Broker will remit payment within thirty (30) days of receipt of complete documentation.

8. FREIGHT LOSS, DAMAGE, OR DELAY

Carrier assumes liability under the Carmack Amendment for loss, damage, or delay from tender to delivery. Carrier shall cooperate fully in claims investigation and resolution.

9. INSURANCE

Carrier shall maintain the following minimum insurance coverages:

• Automobile Liability: $1,000,000 per occurrence
• Commercial General Liability: $1,000,000 per occurrence
• Cargo Insurance: $100,000 per occurrence
• Workers’ Compensation: Statutory limits

Broker and Shipper shall be named as additional insureds where applicable. All policies must be primary and non-contributory.

10. INDEMNITY

Carrier shall defend, indemnify, and hold harmless Broker, Shipper, and related parties from all claims arising out of Carrier’s breach, negligence, or performance under this Agreement.

11. LIMITATION OF LIABILITY

Except as required by law or for gross negligence, fraud, or indemnification obligations, neither Party shall be liable for indirect or consequential damages. Liability is capped at one (1) times the fees paid in the prior twelve (12) months.

12. CONFIDENTIALITY AND NON-SOLICITATION

Carrier shall not solicit Shippers introduced by Broker for six (6) months following termination of this Agreement, except through formal bid processes.

13. SUB-CONTRACT PROHIBITION

Carrier shall not subcontract, broker, or re-tender shipments without Broker’s prior written consent.

14. INDEPENDENT CONTRACTORS

The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, or agency relationship.

15. ANTI-BRIBERY

Carrier represents compliance with all applicable anti-bribery and anti-corruption laws.

16. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties and may be modified only in writing signed by both Parties.

17. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California. Venue shall lie exclusively in Santa Clara County, California.

18. DISPUTE RESOLUTION

All disputes shall be resolved through good-faith negotiation, mediation, and binding arbitration administered by the American Arbitration Association.

SCHEDULE A

ADDITIONAL OBLIGATIONS

1. Carrier shall comply with all FMCSR regulations.
2. Carrier shall maintain lawful and safe equipment.
3. Drivers must hold valid CDLs and pass drug testing.
4. Loads must be secured and delivered on time.
5. Broker shall dispatch equipment as required.