CARRIER/BROKER AGREEMENT
Last Updated: September 28, 2025
THIS CARRIER/BROKER AGREEMENT (this “Agreement”) is made and entered into between you (“CARRIER”) and EZ Around Inc (“BROKER”), effective as of the date that you create a carrier account (a “Carrier Account”) for you on the EZ Around hosted software and mobile applications that allow shippers to arrange delivery services from third-party motor carriers (the “EZ Around Platform” or “Platform”). CARRIER and BROKER are collectively referred to as the “PARTIES,” and may each individually be referred to as a “Party.”
I. Recitals
A. BROKER is a technology-enabled logistics marketplace and, where required, is licensed as a property broker by applicable authorities and arranges for freight transportation by authorized motor carriers.
B. CARRIER is authorized to operate in interstate and/or intrastate commerce (as indicated on CARRIER’s Carrier Account) and is qualified, competent, and available to provide the transportation services (“Services”) requested by BROKER and/or shippers using the Platform (“Senders”).
C. CARRIER has reviewed the Terms of Service and Privacy Policy (collectively, the “Terms”) governing use of the EZ Around Platform (as published within the Platform and updated from time to time), which CARRIER acknowledges and agrees are binding. In the event of any direct conflict between this Agreement and the Terms, this Agreement controls. Capitalized but undefined terms have the meaning assigned in the Terms.
NOW, THEREFORE, intending to be legally bound, BROKER and CARRIER agree as follows:
II. Agreement
1. Term and Termination
This Agreement may be terminated by either Party: (a) immediately upon the other Party’s material breach; or (b) at any time, for any reason, by deactivating CARRIER’s Carrier Account with written notice of the deactivation; provided, however, that (i) termination under Section 1(b) does not relieve the terminating Party of obligations incurred prior to termination (including any accepted Services not yet performed), and (ii) if CARRIER thereafter accepts any shipments or provides any Services to BROKER or any Sender, this Agreement applies to such shipments and Services as if still in full force and effect.
Sections 2, 6, 7, 8, 10, 12, and 14 through 21 survive termination, along with any other terms that by their nature should survive.
2. Carrier’s Operating Authority and Compliance with Law
CARRIER represents and warrants as of the Effective Date and each date Services are performed that it is duly qualified under all Applicable Law to provide, as a contract motor carrier, the Services contemplated herein; has no “unsatisfactory” or “unfit” safety rating; and, where operating vehicles with GVWR > 10,000 lbs, conforms to FMCSA safety requirements. CARRIER shall immediately notify BROKER if any representation becomes untrue, if any required insurance lapses or may lapse, or if CARRIER is otherwise prohibited from operating; and shall not perform Services until remedied. CARRIER is solely responsible for its day-to-day operations, route selection, legal compliance, and preventing cargo damage. All information provided to BROKER (including for onboarding and accepting Delivery Opportunities) must be true, accurate, and complete.
3. Performance of Services
(a) Control & Method. CARRIER controls the method, manner, means, equipment, personnel, and routes for transportation. Any route directions by BROKER are a convenience only. CARRIER shall provide contact information for Carrier Personnel transporting cargo so BROKER can satisfy Sender status requests.
(b) Applicability. This Agreement’s terms apply to all shipments handled by CARRIER for BROKER and control over any tariff, terms, service guide, bill of lading, or similar documentation of CARRIER.
(c) Timeliness. CARRIER shall transport all shipments without delay and promptly notify BROKER of any actual or likely delay. No exclusivity is granted.
(d) Exclusive Use While Loaded. While loaded with a Sender’s cargo, the Equipment is used exclusively for that cargo unless BROKER or the Sender consents in writing.
4. Receipts and Bills of Lading
Each shipment shall be evidenced to the extent required by law by a bill of lading naming CARRIER as the transporting carrier; all shipment records shall indicate that CARRIER, not BROKER, is the carrier. Any bill of lading naming BROKER as carrier does not change BROKER’s status as broker. Upon delivery, CARRIER shall upload proof of delivery acceptable to BROKER (in BROKER’s sole discretion), signed by consignee if applicable. Bills of lading function as receipts only, and failure to issue one does not affect CARRIER’s liability. CARRIER must immediately notify BROKER of any exceptions noted.
5. Carrier’s Operations
(a) Equipment. At CARRIER’s expense: (i) furnish all Equipment; (ii) pay all related expenses and bear all risks; (iii) maintain Equipment in good condition; and (iv) maintain Equipment use records and provide them upon request.
(b) Personnel. CARRIER is responsible and liable for all Carrier Personnel and other workers used, who must be competent, legally qualified, and have necessary Platform access and site access. CARRIER must ensure Services can be legally completed; if not, CARRIER must notify before acceptance.
(c) Independent Contractor. CARRIER performs as an independent contractor and is solely responsible for taxes, assessments, and insurance (including workers’ compensation/occupational accident) for its workforce. BROKER may, in its discretion, prohibit use of any Carrier Personnel who violate or are ineligible under the Terms.
(d) Accounts & Screening. CARRIER shall (i) create unique driver accounts for each worker; (ii) verify identity and restrict use to the assigned worker; (iii) conduct criminal and MVR checks within the 12 months preceding each worker’s Services; (iv) ensure workers are eligible under the Terms; and (v) ensure workers acknowledge they are employed/contracted by CARRIER (not BROKER) and agree to be bound by this Agreement, the Terms, Community Guidelines, and Anti-Harassment Policy.
(e) Environmental Compliance. CARRIER shall comply with all CARB and other environmental rules (e.g., Truck and Bus, Drayage Truck, TRU, Tractor Trailer GHG), dispatch only compliant vehicles/TRUs, maintain shipment-specific compliance records, and provide such records upon request (including ARBER registration where applicable).
(f) Hazardous Materials. If requested to transport hazmat (including waste), CARRIER warrants it holds all required permits/registrations; complies with all applicable laws (e.g., 49 C.F.R. Parts 171–178); and uses properly trained/endorsed drivers. BROKER’s sole obligation is to pass through Sender-provided information; BROKER has no duty to verify accuracy.
(g) Security. CARRIER shall maintain physical cargo security and data security, and prevent fraud or illicit activity through its Platform access.
(h) No Use of Names. No use of BROKER’s or any Sender’s name in advertising without written consent.
(i) Tracking Consent. CARRIER acknowledges Senders require real-time tracking; CARRIER warrants it has obtained worker consent for tracking and to share tracking data with BROKER.
(j) General Business Representations. Upon request, CARRIER will provide documentation confirming: (i) required licenses/tax registrations; (ii) principal place of business as listed in the Carrier Account; (iii) it is customarily engagedin for-hire motor carrier services; (iv) it serves separate clientele under separate agreements and is not restricted by BROKER from doing so; (v) it advertises itself to the public.
(k) Port Drayage List. CARRIER will not perform Services while listed on California Labor Commissioner’s port trucking companies list of unsatisfied judgments/tax assessments/liens.
6. Rates & Payments
(a) Rates. Unless otherwise agreed in writing, CARRIER will be compensated per the rates displayed in the Platformat the time of acceptance, and payment will be made through the Platform or BROKER’s payment systems. BROKER is not responsible for any rates/amounts beyond those established hereunder or separately agreed in writing. CARRIER acknowledges the right to negotiate rates.
(b) No Set Rate Found. If no applicable rate is established, BROKER may determine a reasonable rate by reference to comparable lanes/services on the Platform unless CARRIER objects in writing within 10 days after payment.
(c) Documentation Condition. Payment is contingent on receipt of freight bill, BOL, clear POD, and other documentation reasonably required. Failure to supply within 48 hours may result in reduced rate/delayed payment and liability for uncollected revenue.
(d) Exclusive Billing/Collection. BROKER has the exclusive right to bill Senders. CARRIER shall not collect from Sender/Receiver/third parties unless authorized in writing; if so authorized, CARRIER’s sole recourse is against that party and Services remain performed for BROKER. Upon CARRIER’s receipt of payment from BROKER, any rights to payment from others are assigned to BROKER.
(e) Set-off. BROKER may offset against amounts owed to CARRIER any amounts CARRIER owes BROKER (including advances, freight claims, loss/damage/delay, and indemnity). Payments may be postponed if BROKER reasonably believes CARRIER may have liability for a pending claim.
(f) Forfeiture; Limitations. CARRIER forfeits payment for any shipment where requested documentation is not provided within a reasonable time and, in any event, within 6 months of delivery. Any lawsuit for unpaid amounts must be brought within 18 months of Service performance.
(g) Factoring/Assignments. CARRIER must provide a Notice of Release (remittance instructions) if it factors/assigns/pledges its receivables. Such arrangements do not affect BROKER’s or any Sender’s offset/recoupment rights, which remain superior. Multiple or conflicting notices: BROKER’s compliance with any one notice discharges BROKER’s payment liability. If any factor/creditor contacts BROKER asserting rights, BROKER may terminate this Agreement and deactivate CARRIER’s account.
7. Waiver of Carrier’s Lien
CARRIER waives all liens on goods transported under this Agreement and shall not withhold goods for rate disputes or alleged nonpayment. CARRIER is liable for amounts incurred by BROKER to secure release/delivery, including warehouse/towing charges and reasonable attorneys’ fees.
8. Loss, Damage, or Delay
(a) Custody and Control. From tender until delivery with proper receipt, CARRIER has exclusive care, custody, and control. Notify BROKER immediately of any loss/theft/damage/delay.
(b) Carmack Liability. CARRIER assumes motor carrier liability under 49 U.S.C. § 14706 (Carmack) for loss, damage, destruction, or delay.
(c) Full Value; No Limitations. CARRIER is liable for the full actual value of cargo loss/damage/delay and any additional costs imposed on BROKER by the claimant. No limitation of liability applies unless expressly agreed in writing by BROKER for the specific shipment.
(d) Claims & Salvage. CARRIER waives any laws/regulations to the contrary (including 49 C.F.R. Part 370) and shall pay BROKER or Sender the full actual loss (or allow BROKER to deduct) within 30 days of an undisputed claim. CARRIER fully assists in claim investigation and waives any right to salvage or offset for salvage value.
(e) Policy Exclusions Don’t Limit Liability. Insurance exclusions do not limit CARRIER’s contractual liability. BROKER may, but need not, pursue claims on behalf of a Sender without assignment. CARRIER shall reimburse all collection costs, including attorneys’ fees.
(f) Mitigation; Re-powering. On breakdown or other impediments, CARRIER must mitigate and follow BROKER/owner instructions (re-power, transload, release cargo, etc.). Irreparable harm is presumed; BROKER/owner may obtain injunctive relief without bond.
(g) Loss Waiver Program. BROKER may offer a Loss Waiver Program at its discretion. Enrollment is effective only upon written confirmation; opt-out requires continuous satisfaction of insurance requirements. Participation charges may be deducted from payments.
9. Insurance
CARRIER shall procure and maintain, at its expense:
(a) Auto Liability (AL). Covering owned, non-owned, and hired autos with limits not less than the greater of (i) $750,000 per occurrence (or $300,000 per occurrence if CARRIER operates no vehicles over 10,000 lbs), or (ii) as required by law. If policies are scheduled (drivers/vehicles), CARRIER shall keep schedules current and use only scheduled drivers/vehicles.
(b) Workers’ Compensation. As required by state law; where workers are not required to be covered, occupational accident or alternative work injury insurance of at least $1,000,000 per occurrence.
(c) Cargo. If CARRIER has opted out of the Loss Waiver Program, All-Risk Broad Form Motor Truck Cargo Legal Liability of at least $100,000 per occurrence with deductible/retention ≤ $2,500, with no foreseeable exclusions (including theft) for commodities transported hereunder.
(d) Primary; Waiver; Additional Insured. Required policies shall be primary, waive subrogation, and name BROKER as additional insured on AL and loss payee on Cargo (and alternate-employer endorsement on workers’ comp). Certificates shall provide 30 days’ prior notice of cancellation/modification and copies of policies upon request.
(e) Claims Handling Authority. CARRIER will file claims with its insurer and cooperate fully. CARRIER authorizes BROKER to communicate with carriers and file claims or pursue recovery as BROKER deems necessary.
10. Indemnity
CARRIER shall defend, indemnify, and hold harmless BROKER, any Sender, consignor/consignee, and their affiliates and personnel (“Indemnified Parties”) from and against all losses, liabilities, damages, claims, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Services or any breach by CARRIER/Carrier Personnel, including personal injury/death, property damage, Equipment operations, or employment/contractor claims (including alleged joint-employer liability), except to the prorated extent directly and proximately caused by the negligence or wrongful conduct of the Indemnified Party. CARRIER waives exclusive remedy defenses (e.g., workers’ comp) to the extent necessary to effectuate this clause.
11. Handling, Loading, and Sealing
(a) Instructions. CARRIER will comply with handling instructions from Sender/consignor/consignee (including those passed through by BROKER). Conflicting instructions must be resolved before acceptance.
(d) Loading Responsibility. Unless sealed prior to Carrier arrival, loading/securement is CARRIER’s responsibility. For unsealed pre-loads, CARRIER must inspect before departure.
(f) Seal Breaks by Law Enforcement. If required to break a seal, CARRIER shall note agency, time, location, officer name/badge, promptly re-seal with serialized seal and record the number, and notify BROKER and, if applicable, consignee as soon as reasonably possible.
12. Records, Confidentiality, and Non-Solicitation
(a) Records. Maintain shipment records ≥ 3 years from delivery and provide upon request.
(b) Confidentiality. Do not disclose Sender/Receiver information, rates, or payments, except as required by law, to advisors bound by confidentiality, affiliates, or to rating/audit agents bound by confidentiality.
(c) Non-Solicitation. During the term and for 12 months after, CARRIER shall not directly or indirectly perform Services (or substantially similar services) for any Sender/Receiver/consignor/consignee served through the Platform except through BROKER. This is narrowly construed and does not prohibit working with others generally. Breach obligates CARRIER to pay BROKER 35% of gross revenue from the violating services and to provide supporting documentation.
13. Sub-Contract Prohibition
CARRIER shall not tender freight to any third party without BROKER’s prior written consent. If CARRIER does so: (i) CARRIER remains fully liable as if it performed the load; (ii) CARRIER is liable for consequential/special damages; (iii) CARRIER shall indemnify BROKER from all losses; (iv) CARRIER waives and forfeits all rights to payment for the subcontracted Services; and (v) BROKER may pay the underlying carrier directly, discharging BROKER’s payment obligations to CARRIER for that load.
14. Broker’s Records
CARRIER waives rights under 49 C.F.R. Part 371 to obtain BROKER’s records. If CARRIER nonetheless obtains 49 C.F.R. § 371.3 records, CARRIER shall not use them to negotiate with third parties and shall treat them as confidential trade secrets under Section 12 and the Platform Terms.
15. Broker’s Right to Audit
BROKER may examine and audit all records related to operations and compliance hereunder, including insurance policies (Section 9) and documents verifying Section 5(j) compliance, and may inspect CARRIER’s facilities/terminals/vehicles at reasonable times.
16. Assignment/Modification
CARRIER may not assign/transfer this Agreement without BROKER’s prior written consent. This Agreement supersedes all other agreements, tariffs, rates, classifications, and schedules of CARRIER. BROKER may modify this Agreement, and such modifications become binding upon CARRIER’s acceptance, manifested by continued Platform use or performance of Services after notice/posting within the Platform. CARRIER is responsible for reviewing updates. Senders and Receivers are intended third-party beneficiaries of this Agreement.
17. Severability
If any portion of this Agreement or the Terms violates any law, such portion is severable, and the remainder continues in full force.
18. Waiver
The Parties waive any rights and remedies under 49 U.S.C. Subtitle IV, Part B, to the extent they conflict with this Agreement. BROKER’s failure to enforce any provision is not a waiver.
19. Notice
All notices must be in writing and may be provided via the Platform, email, other electronic means, personal delivery, overnight courier with proof of delivery, or certified mail, and are effective upon receipt. Shipment-specific communications (rate confirmations, instructions, status, PODs) may be provided via the Platform.
20. Governing Law; Dispute Resolution; Venue
This Agreement is deemed drawn in accordance with the laws of the State of California. CARRIER will be separately presented with a Broker-Carrier Arbitration Agreement; if accepted, it exclusively governs covered disputes. If not accepted, disputes arising out of or relating to this Agreement are governed by California law (except to the extent preempted by federal law) and shall be brought exclusively in the state courts of San Diego County, California, or the federal district court encompassing the same; except that if BROKER is a party to a proceeding with a third party (including any Sender/Receiver) regarding a claim for which CARRIER has potential liability to BROKER, BROKER may initiate or join CARRIER in that same jurisdiction. The Parties consent to jurisdiction and waive objections to venue/personal jurisdiction.
21. Complete Agreement
This Agreement constitutes the entire agreement of the Parties regarding its subject matter and may not be changed, waived, or modified except as provided herein or by a written agreement signed by both Parties. The Recitals are incorporated as enforceable terms.
Acceptance. In addition to any other reasonable means of acceptance, by checking the applicable checkbox when creating a Carrier Account (or when acknowledging updated terms), CARRIER accepts and agrees to this Agreement.
EZ Around Inc
715 Paseo Roble #304, Vista, CA 92084