3. Transparent Financial Separation & Pricing Structure

1. Zero Touch of Freight Proceeds: All gross transportation payments flow directly from licensed freight brokers or shippers to Carrier’s designated banking account or factoring company pursuant to Carrier’s Notice of Assignment (NOA). Dispatcher shall never invoice shippers, receive freight checks, or deduct service fees directly from freight revenues.
2. Approved Dispatch Compensation Models:
   • Model A — Linehaul Percentage Fee (Solo Owner-Operators 1–2 Trucks):
     • Founding Carrier Partner Rate: 5.0% (53′ Dry Van) / 5.5% (53′ Reefer) of gross freight linehaul (grandfathered for continuous active service).
     • Standard Published Rate: 7.0% (53′ Dry Van) / 8.0% (53′ Reefer) of gross freight linehaul.
     • Settlement Schedule: Invoiced weekly on Friday afternoon; strictly due Friday evening (Same-day EOD).
   • Model B — Dedicated Small Fleet Retainer (Multi-Truck Fleets — Subject to Desk Capacity Review):
     • Standard Fleet Retainer: $299.00 USD per active truck / week (Minimum 3 trucks = $897.00 USD/week baseline).
     • Founding Waitlist Fleet Offer: Fleets with 2+ trucks that register on the waiting list and are granted a founding seat pay $245.00 USD per active truck / week (Minimum 2 trucks = $490.00 USD/week baseline). The founding seat and rate continue for the life of that seat, subject to the forfeiture terms below.
     • Advance Payment Terms: Invoiced & prepaid in advance each Monday prior to 07:00 CST before dispatch services commence.
     • Fair Downtime & Breakdown Protection: To qualify for a downtime fee waiver for a non-operating truck, Carrier must provide written notice by Sunday 18:00 CST prior to the Monday billing cycle, accompanied by a certified repair shop work order or tow invoice if downtime exceeds three (3) business days. Minimum fleet floor (2 trucks active) applies to maintain desk reservation.
3. Excluded Revenues (0.0% Fee): Dispatcher’s fee is calculated strictly on base freight linehaul. Zero service fee (0.0%) applies to fuel surcharges, facility detention reimbursements ($65/hr), layover compensation, or Truck Ordered Not Used (TONU) fees.
4. Founding Seat Forfeiture: A founding seat remains reserved for its registered waiting-list holder while the account satisfies the applicable payment, minimum-fleet, and active-service requirements. A lapse in continuous service exceeding thirty (30) consecutive days, non-payment, or failure to maintain the minimum fleet floor without mutual written agreement forfeits the founding seat and its $245 rate; the account then returns to the applicable standard terms and the seat may be reassigned.
5. Grandfathered Founding Rate Protection: Dispatcher covenants that the preferred Founding Partner fee (5.0% Dry Van / 5.5% Reefer) is locked in during continuous active service. A lapse in continuous service exceeding thirty (30) consecutive days without mutual written agreement forfeits founding status, returning Carrier to prevailing standard rates.
6. Pay-to-Play Weekly Settlement Covenant:
   • Service fee invoices are generated every Friday at 16:00 CST covering completed, clean delivered loads.
   • Invoices are due upon receipt on Friday evening (23:59 CST) with an operational grace period extended to Sunday 23:59 CST.
   • Settlement in full is an express condition precedent to dispatch continuation. Unsettled accounts incur automatic administrative suspension on Monday at 07:00 CST to prevent debt accumulation.

4. Fourteen-Day Free Operational Trial & Rolling 14 Referrals

1. 14-Day Zero-Fee Promotional Period: Commencing on the pickup date of Carrier’s first load, Dispatcher waives 100% of its dispatch fees ($0.00 service fee) for fourteen (14) consecutive calendar days covering one (1) designated truck unit. Carrier retains 100% of gross freight.
2. Affirmative Day-14 Transition (Zero Forced Auto-Debit): Upon conclusion of Day 14 at 23:59 CST, Dispatcher delivers the Trial Scorecard. Transition to active paid service occurs solely upon Carrier's express written approval (via SMS text or signed conversion form). Invoices are billed via secure electronic payment link (Payoneer / ACH Wire); zero automatic pulls occur without consent. If Carrier declines, service terminates with zero exit fees.
3. Zero-Penalty Cancellation: Carrier retains the absolute right to cancel service with zero penalty or exit fees by providing simple written notice (SMS or email) prior to 17:00 CST on Day 14.
4. Rolling 14 Referral Rewards: For every unique Motor Carrier (MC authority) referred by Carrier who executes an agreement, enters direct active service (bypassing promotional trial in exchange for priority onboarding), and successfully clears settlement of their first paid service invoice, Referring Carrier earns an additional fourteen (14) calendar days of 100% free dispatch service. Referral credits are cumulative, non-cash redeemable, applying to one power unit per active referral.

5. Limited Power of Attorney (LPOA)

Carrier hereby constitutes and appoints Ahmed Almajdoub d/b/a Almajdoub Dispatch as Carrier’s administrative Attorney-in-Fact, granting limited, non-exclusive authority solely for the following business functions:

• Contacting licensed property brokers and shippers on Carrier's behalf to identify and negotiate available freight.
• Executing and transmitting Carrier's pre-approved broker onboarding packets, W-9, and Certificates of Insurance.
• Posting equipment availability and sourcing freight across electronic load boards (DAT One, Truckstop, Direct Freight).
• Signing and transmitting Broker Rate Confirmations strictly and exclusively after receiving express written or verbal approval from Carrier for that specific individual shipment.

Express Limitations: This Limited Power of Attorney explicitly excludes any right or power to endorse checks, access bank accounts, alter insurance policies, execute long-term leases, or bind Carrier to financial obligations outside individual approved shipment contracts.

6. Corporate Successorship & Universal Assignment Clause

7. Equipment Specification & Operational Requirements

Carrier covenants that designated power units meet the following baseline operational and compliance standards:

• Equipment is strictly 53′ Dry Van (Air-Ride) or 53′ Refrigerated Trailer (Clean, Pre-Cooled).
• Reefer Compliance & Zero Cargo Spoilage Liability: For refrigerated shipments, Carrier and its drivers bear sole responsibility for trailer pre-cooling, monitoring reefer fuel levels, maintaining continuous set-point temperatures, and documenting pulp temperatures on the Bill of Lading. Dispatcher bears zero cargo liability for unit mechanical breakdowns, fuel exhaustion, or thermal spoilage.
• Carrier maintains active, verified Commercial Auto Liability insurance ($1,000,000 minimum) and Motor Truck Cargo insurance ($100,000 minimum) with reputable US underwriters.
• Driver maintains necessary regional compliance equipment (e.g., approved tire chains for mountain passes, functional load-securing locks, and CARB emissions compliance when accepting California-bound freight).

8. Termination, Economic Adjustments, Liability & Governing Law

1. Termination for Convenience: Either party may terminate this Agreement at any time, with or without cause, upon delivering forty-eight (48) hours prior written notice (via email or SMS). Upon termination, all pending paperwork for completed loads shall be delivered immediately, and outstanding dispatch fees for clean delivered loads shall become immediately payable.
2. Right of Termination Without Cause & Zero Legal Liability: Almajdoub Dispatch expressly reserves the unrestricted right to suspend, discontinue, or terminate dispatch services at its sole discretion, with or without cause, upon written notice. Dispatcher shall bear zero legal, financial, or consequential liability, damages, or claims arising from or related to the cessation or discontinuation of dispatch services.
3. Economic Rate Adjustment Clause: Dispatcher commits to maintaining agreed rates under standard operating conditions. However, rates and retainers are subject to future economic adjustment based on verifiable inflation, taxation shifts, or market factors upon thirty (30) days prior written notice. If Carrier declines such adjustment, Carrier may terminate with zero penalty.
4. Limitation of Liability: In no event shall Dispatcher's total cumulative liability arising out of or related to this Agreement exceed the total dispatch service fees actually paid by Carrier to Dispatcher during the three (3) months immediately preceding the event giving rise to liability, or $1,000.00, whichever is less. In no event shall Dispatcher be liable for any lost profits, lost freight revenue, or indirect/consequential damages.
5. Indemnification & Hold Harmless: Carrier agrees to indemnify, defend, and hold harmless Ahmed Almajdoub d/b/a Almajdoub Dispatch from and against any and all claims, liabilities, losses, damages, fines, and legal expenses arising out of Carrier's vehicle operations, driver conduct, highway collisions, cargo loss/damage, or regulatory violations.
6. Governing Law & Mandatory AAA Arbitration: This Agreement is governed by the laws of the State of Texas. Any commercial dispute shall be resolved through binding individual arbitration administered by the American Arbitration Association (AAA) in Galveston/Harris County, Texas. Both parties expressly waive rights to jury trials or class action participation.
7. Proprietary Confidentiality: Both parties agree to maintain strict confidentiality regarding customer lists, shipper contacts, broker agreements, and financial arrangements.