Provider Agreement

1. Definitions

• "Personnel" means your employees, drivers, pilots, captains, crew, contractors and anyone else you use to perform Transport Services.
• "Required Authorizations" means every registration, operating authority, license, certificate, permit, endorsement, medical certificate, inspection and filing that the law requires for you, your Personnel and your equipment to perform the Transport Services you offer, in every jurisdiction where you perform them.
• "Required Insurance" means the insurance described in Section 5.
• "Customer Data" means personal data about Customers, passengers, consignees or other people that you receive through the Services.

2. Your Relationship With CouthActs

2.1 Independent business. You are an independent business. You are not an employee, worker, agent, partner or joint venturer of CouthActs, and nothing in this Agreement creates an employment relationship. You are not entitled to wages, overtime, benefits, workers' compensation or unemployment insurance from CouthActs.

2.2 Your control. You alone decide whether to use the Services, when and where you are available, which Jobs to bid for or accept, what price to bid (above the published minimum for the mode), how to perform each Job, which route, vehicle, vessel, aircraft and equipment to use, and which Personnel to engage. You may use other platforms, serve your own customers and advertise your own business. CouthActs does not require you to accept any minimum number of Jobs, to work set hours, to wear a uniform, or to complete any training (CouthActs Academy courses are optional).

2.3 What CouthActs does. For Freight Jobs from the Brokerage Effective Date, CouthActs acts as a licensed property broker under the Broker-Carrier Agreement. For all other Jobs, CouthActs provides a venue to find Customers, tools to bid, communicate, record custody and track Jobs, and payment collection and payout services as your limited payment collection agent under the Escrow and Payments Terms. Safety, legal-compliance, fraud-prevention and quality features of the Services (such as identity verification, Provider Verification, delivery PINs, ratings, the SOS feature and deactivation for breach) exist to protect Users and the integrity of the marketplace, and do not give CouthActs control over how you perform Transport Services.

2.4 Your Personnel. You are solely responsible for your Personnel, including hiring, supervision, qualification, wages, benefits, taxes, insurance, workers' compensation, classification, discipline and legally required screening and testing. Your Personnel have no contract with CouthActs. You must ensure that each person who performs a Job for you meets all requirements in this Agreement, and that the person shown to the Customer as performing a Job is the person who performs it.

2.5 No brokering. You must perform each Booking yourself with your own Personnel and equipment, or with equipment you lease in compliance with applicable leasing rules. You must not re-broker, assign, interline or subcontract a Booking to another carrier or operator unless CouthActs gives its prior written consent, the Customer agrees in writing through the Services, and you hold any authority (such as FMCSA broker authority) that the law requires to do so. Double brokering and co-brokering without that consent are prohibited.

3. Eligibility, Verification and Onboarding

3.1 Identity. The individual who registers as a Provider, or who controls a business Provider, must complete identity verification through Stripe Identity under Section 4.4 of the Terms. If you are a business, you represent that the individual completing verification is authorized to act for it.

3.2 Provider Verification for each mode. Before you may bid for or accept Jobs in a transport mode, the CouthActs team independently reviews your submissions for that mode (Section 4.6 of the Terms). You must submit, for each mode you want to offer: (a) your USDOT number and FMCSA operating authority (MC or other docket number) where the mode requires them; (b) a certificate of insurance for each coverage required for the mode under Section 5 (and, for freight modes, Section 4 of the Broker-Carrier Agreement), naming CouthActs Incorporated as certificate holder; and (c) every license, certificate and permit the law requires for the mode, with its expiry date. CouthActs checks your authority against FMCSA public records, and your licenses and insurance against issuer and insurer records where those are available, and may contact your insurer or insurance producer to confirm coverage. You authorize these checks, now and on re-verification.

3.3 Approval, rejection and suspension. CouthActs may approve or reject your application for each mode, and may suspend or withdraw an approval, in its reasonable discretion, including if a submission is incomplete, inconsistent, unverifiable or false, or if a public record shows inactive authority, an out-of-service order or an "Unsatisfactory" safety rating. You are approved only for the modes shown as approved in your profile.

3.4 Expiry, re-verification and automatic suspension. CouthActs records the expiry date of each document you submit and asks you for a renewed document before it expires. Your approval for a mode is suspended automatically if any required authority, insurance or license for that mode expires, lapses, is cancelled or suspended, or is not renewed, and is restored only when CouthActs has verified a current replacement. While suspended for a mode, you may not bid for or accept new Jobs in it, and CouthActs may cancel any Booking in that mode that has not started.

3.5 Your duties. You must ensure every submission is true, complete and genuine; keep all required authority, insurance and licenses current for every mode in which you are approved; and notify CouthActs at support@couthacts.com, and update your profile, within forty-eight (48) hours if any of them is revoked, suspended, cancelled, not renewed, reduced or changed, if you receive an out-of-service order or an "Unsatisfactory" or "Conditional" safety rating, or if any other information you submitted becomes inaccurate. Submitting false or altered documents is grounds for immediate termination and may be reported to FMCSA, insurers or law enforcement.

3.6 What verification means. Provider Verification is a point-in-time review of documents and public records. Approval does not make CouthActs responsible for your compliance, performance or safety, and you remain solely responsible for holding and maintaining everything the law requires. Customers will see that you are "verified by CouthActs" for each approved mode, which means only that you passed this review.

3.7 Background and driving-record checks. CouthActs does not currently conduct criminal background or motor vehicle record checks on Providers or Personnel. You are responsible for every check that the law, your regulators or your insurers require of you and your Personnel (for example, driver qualification files under 49 C.F.R. Part 391, drug and alcohol testing under 49 C.F.R. Part 382, Transportation Security Administration threat assessments for hazardous materials endorsements, and local taxi, limousine or transportation network company driver screening). If CouthActs introduces a background check feature, it will give the disclosures and obtain the authorizations required by the Fair Credit Reporting Act and state law before any check is run.

3.8 Freight modes. If you are approved for a freight mode, you also accept the Broker-Carrier Agreement, under which CouthActs brokers Freight Jobs to you from the Brokerage Effective Date.

4. Licensing and Legal Compliance

4.1 Required Authorizations. You must hold and maintain all Required Authorizations before bidding for or performing any Job. Depending on the mode, these may include:

• Motor carriage of property: a USDOT number, and FMCSA operating authority (an MC number) for interstate for-hire carriage of regulated property; a process agent designation (Form BOC-3); compliance with the Federal Motor Carrier Safety Regulations, including hours of service, vehicle inspection and maintenance, and commercial driver's license requirements; and state intrastate authority where required.
• Household goods moves: household goods operating authority, and compliance with 49 C.F.R. Part 375, including written estimates, the required consumer publications, the order for service and bill of lading, and the liability options the law requires you to offer.
• Hazardous materials: PHMSA registration where required, a hazardous materials safety permit where required, hazardous materials endorsements and training under 49 C.F.R. Part 172 Subpart H, and compliance with the Hazardous Materials Regulations, the IATA Dangerous Goods Regulations and the IMDG Code as applicable.
• Passenger carriage by road: FMCSA passenger carrier authority for interstate for-hire passenger transport, and all state and local taxi, limousine, livery, chauffeur, vehicle-for-hire and transportation network company permits and driver licenses.
• Air: an FAA air carrier or operating certificate (such as under 14 C.F.R. Part 135 or Part 121) for the aircraft and operation, or, if you are not the direct air carrier, full compliance with the air charter broker rules at 14 C.F.R. Part 295. You must disclose the direct air carrier to the Customer before the Booking is formed.
• Maritime: U.S. Coast Guard credentials, certificates of inspection and other vessel and crew requirements, and Federal Maritime Commission licenses where you act as an ocean transportation intermediary.
• Medical transport: state emergency medical services or non-emergency medical transport licenses, and any obligations you have under the Health Insurance Portability and Accountability Act.
• Armored transport: state armored car and security licenses, and firearms permits for armed Personnel.
• Customs and international transport: licensed customs brokers for any customs business, and compliance with export control, sanctions and import laws.

4.2 Laws. You must comply with all laws that apply to your business and the Transport Services, including safety, labor, anti-discrimination, accessibility (including obligations to passengers with disabilities and service animals), consumer protection, privacy, anti-corruption, sanctions and tax laws.

4.3 Safety. You must operate safely; keep vehicles, vessels and aircraft properly maintained, inspected and registered; ensure Personnel are fit, rested, sober and qualified; never operate while impaired or while using a handheld device unlawfully; and refuse any Job you cannot perform safely and lawfully.

5. Insurance

5.1 Coverage. At your own cost, you must maintain with financially sound insurers, for as long as you are a Provider: (a) at least the types and amounts of insurance that the law requires for the Transport Services you offer (for example, the financial responsibility requirements at 49 C.F.R. Part 387 for motor carriers, and aviation and maritime liability requirements); (b) where you carry goods, cargo or bailee coverage adequate for the declared value of the goods you accept; (c) commercial automobile, aviation or marine liability coverage for the vehicles, aircraft or vessels you use; (d) workers' compensation and employer's liability insurance as required by law for your Personnel; and (e) any coverage your Customer requires and you agree to in a Booking.

5.2 Personal policies. Personal automobile policies often exclude commercial or for-hire use. You are responsible for confirming that your insurance covers the Transport Services you perform.

5.3 Evidence. You must provide certificates of insurance naming CouthActs Incorporated as certificate holder under Section 3.2 and on request, and must notify CouthActs under Section 3.5 of any cancellation, non-renewal or material reduction of coverage.

5.4 Protection Plans. CouthActs Protection Plans are bought by Customers, do not cover you, and do not satisfy any of your insurance obligations.

6. Performing Bookings

6.1 Bids are binding offers. Each Bid you submit is an offer to perform the Job as posted for the Bid amount. Do not bid for a Job you are not authorized, insured, equipped and available to perform.

6.2 Performance. You must perform each Booking with due care, on time, as described in the Job and in any terms agreed with the Customer through the Services, and must communicate promptly about any delay or problem.

6.3 Cargo liability. You are liable to the Customer for loss of, damage to or delay of goods as provided by the Transport Contract and the law, including the Carmack Amendment where it applies. You must process cargo claims in accordance with 49 C.F.R. Part 370 where it applies. Any limitation of your liability is effective only if agreed with the Customer in a way that complies with that law.

6.4 Delivery PIN. You must enter the Customer's delivery PIN only after handover is actually complete. You must never ask for, guess or use a PIN in any other way, or claim delivery that did not occur.

6.5 Cancellation. You may cancel a Booking through the Services before you start the Job. Repeated or late cancellations affect your CouthActs Score and may lead to restrictions under Section 10. You must not start a Job and then abandon it.

6.6 Payment only through CouthActs. You must not request or accept payment for any Job found through the Services other than through the Services, or encourage a Customer to cancel and transact directly.

7. Live Location Sharing

7.1 Purpose. The Services let you share your device's location during a Booking so the Customer can follow the Job, and record location checkpoints in the Custody Record.

7.2 When it runs. Location sharing runs only while a Booking is booked or in progress and you have started it. On iOS it can continue while the app is in the background or the screen is locked during an active Booking, with the system location indicator shown. On Android it runs as a foreground service with an ongoing notification. On the web it runs only while the Booking page is open. It stops when you stop it, when you sign out, or when the Booking is no longer active.

7.3 Who sees it. Your exact shared location is visible to the Customer when signed in. If the Customer shares a public tracking link, anyone with it sees only an approximate position (rounded to about one kilometer) while the Job is moving, until the link expires. Rounded checkpoints become part of the signed Custody Record. You consent to this collection and disclosure, which is also described in the Privacy Policy. Do not share location when you are not performing the Job, and turn sharing off when you finish.

7.4 Accuracy. You must not falsify, spoof or manipulate location data.

8. Fees, Payouts, Taxes and Chargebacks

8.1 Fees. CouthActs deducts the escrow fee and any other Fees from your payouts as set out in the Escrow and Payments Terms, including Section 6.2 of those terms (Stripe Connected Account Agreement), which you accept.

8.2 Taxes. You are solely responsible for all taxes on your income and on the Transport Services you provide, including sales, use, value-added, transport and excise taxes. You must provide the taxpayer information that CouthActs or Stripe requests. CouthActs, directly or through Stripe, will issue and file information returns such as IRS Form 1099-K where the law requires, and may withhold where legally required.

8.3 Chargebacks and recovery. If CouthActs refunds a Customer, or loses a chargeback or payment reversal, because you did not perform a Booking, performed it materially other than as agreed, obtained it by fraud or misrepresentation, or breached this Agreement, you must repay CouthActs the amount released to you for that Booking (and any related chargeback fees), and CouthActs may recover it under Section 8.4 of the Escrow and Payments Terms.

8.4 Advance. If you use CouthActs Advance, Section 10 of the Escrow and Payments Terms applies.

9. Customer Data and Confidentiality

9.1 Use of Customer Data. You may use Customer Data only to perform the Booking it relates to, to handle a related dispute or claim, and to comply with law. You must not sell it, use it for marketing, or contact Customers outside the Services except to perform a Booking.

9.2 Protection. You must keep Customer Data secure and confidential, limit access to Personnel who need it, delete it when it is no longer needed for those purposes or for your legal record-keeping obligations, and notify CouthActs at privacy@couthacts.com without undue delay of any unauthorized access to it. You are an independent controller of the Customer Data you receive and must comply with applicable privacy laws.

9.3 CouthActs confidential information. Non-public information about the Services, including API credentials, pricing data and security information, is CouthActs' confidential information, and you must not disclose it.

10. Ratings, Restrictions and Deactivation

10.1 Score. Your CouthActs Score, tier and credentials are calculated from your record in the Services as described in the Terms, and may be shown to Customers and in public provider credentials.

10.2 Grounds. CouthActs may limit your access, remove you from search or bidding, hold payouts as permitted by the Escrow and Payments Terms, or deactivate your Account if: you breach this Agreement, the Terms or a Supplemental Term; you lose or fail to maintain a Required Authorization or Required Insurance; a credible safety, fraud or legal concern arises; you receive repeated, serious or substantiated complaints; you fail or lapse verification; or a law, regulator, court or Stripe requires it.

10.3 Process. Except where an immediate safety, fraud or legal concern makes it inappropriate, CouthActs will notify you of the reason for a deactivation and give you an opportunity to respond. You may ask for a review by emailing support@couthacts.com within thirty (30) days of the notice, with any information you want considered. CouthActs will review it and give you its decision. If you are a business user in the European Union, CouthActs will give you the notice and statement of reasons required by Regulation (EU) 2019/1150.

10.4 Effect. On deactivation, Bookings in progress may be canceled and refunded under the Escrow and Payments Terms, and amounts owed to you for completed Bookings will be paid out after any lawful set-off and dispute hold.

11. Indemnity and Liability

11.1 Indemnity. In addition to Section 20.7 of the Terms, you will defend, indemnify and hold harmless the CouthActs Parties from all claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Transport Services you or your Personnel perform or fail to perform, including loss of or damage to goods and bodily injury, death or property damage; (b) your vehicles, vessels, aircraft and equipment; (c) any failure to hold Required Authorizations or Required Insurance; (d) any claim by your Personnel, or by a government authority on their behalf, including claims about wages, benefits, employment status, classification, taxes or withholding; (e) your taxes; (f) your misuse of Customer Data; and (g) your breach of law or of this Agreement.

11.2 Limitation. Section 20 of the Terms applies to CouthActs' liability to you under this Agreement.

12. Term, Termination and Survival

12.1 Term. This Agreement starts when you accept it and continues until terminated. You may terminate it at any time by closing your Provider profile or Account after completing or canceling open Bookings. CouthActs may terminate it under Section 10 or Section 18 of the Terms.

12.2 Survival. Sections 2.1, 2.4, 6.3, 8, 9, 11 and 12, and any other provision that by its nature should survive, survive termination.

13. General

Sections 21 to 26 of the Terms (arbitration, governing law, sanctions, electronic communications, changes and general terms) apply to this Agreement. Notices to CouthActs: legal@couthacts.com and CouthActs Incorporated, Attn: Legal, 1412 Main St STE 609, Dallas, TX 75202, United States.

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