Carrier Broker Agreement

Carrier-Broker Agreement

of DAGO Express Inc, 2574 Elm Street, River Grove, IL 60171, United States — USDOT 6965061, MC 63254743, licensed property broker.

Version 1.1  •  Effective: September 11, 2026  •  Applicable to all shipments tendered by BROKER in the United States

This Carrier-Broker Agreement (this “Agreement”) is entered into between DAGO EXPRESS INC., an Illinois corporation with its principal place of business at 2574 Elm Street, River Grove, Illinois 60171, United States (“BROKER”), and the motor carrier identified in the acceptance record described below (“CARRIER”). BROKER and CARRIER are each a “Party” and together the “PARTIES.”

I. Recitals

A. BROKER is licensed by the Federal Motor Carrier Safety Administration (“FMCSA”) as a broker of property under Motor Carrier number MC 63254743 and USDOT number 6965061, and maintains the financial security required by 49 U.S.C. § 13906. As a licensed property broker, BROKER arranges for, but does not itself perform, the transportation of property.

B. CARRIER is a motor carrier authorized to operate in interstate and/or intrastate commerce and represents that it is qualified, competent, adequately insured and available to perform the transportation and related services described in this Agreement (the “Services”).

C. BROKER arranges Services both through its proprietary digital platform (the “DAGO Platform”) and through load boards, brokered tenders, telephone, email and other channels. This Agreement is intended to govern every shipment tendered by BROKER to CARRIER, regardless of the channel through which it is tendered and regardless of whether CARRIER holds an account on the DAGO Platform.

D. The PARTIES intend that this Agreement satisfy 49 U.S.C. § 14101(b) and that, to the extent permitted by that section, it supersede the rights and remedies of Part B of Subtitle IV of Title 49 of the United States Code where those rights and remedies conflict with this Agreement.

II. Acceptance and Formation

1 — How This Agreement Is Accepted

(a) Three equivalent methods of acceptance. CARRIER accepts and becomes bound by this Agreement by any one of the following, each of which has the same legal effect:

• (i) Signature. CARRIER signs this Agreement (including by electronic signature) and delivers it to BROKER; or
• (ii) Platform acceptance. CARRIER indicates acceptance electronically when creating or maintaining a carrier account on the DAGO Platform, or when accepting an updated version of this Agreement presented through the DAGO Platform; or
• (iii) Acceptance by conduct. CARRIER accepts a Rate Confirmation or load tender issued by BROKER, dispatches equipment against a tender from BROKER, takes possession of any shipment tendered by or through BROKER, or invoices BROKER for any Services. Any one of these acts constitutes CARRIER’s acceptance of this Agreement in its entirety, whether or not CARRIER has signed it and whether or not CARRIER holds an account on the DAGO Platform.

(b) Load-board and spot-market tenders. Where CARRIER is engaged through a load board or on a spot basis, the current version of this Agreement is incorporated by reference into every Rate Confirmation and load tender issued by BROKER and is available at dagoexpress.com/en-us/carrier-broker-agreement/. CARRIER acknowledges that it has had a reasonable opportunity to review this Agreement before accepting any tender and that acceptance of a tender constitutes assent to it.

(c) Order of precedence. In the event of a conflict, the documents govern in the following order: (1) this Agreement; (2) the applicable Rate Confirmation, but only as to rate, accessorial charges, appointment times, equipment type and shipment-specific instructions; (3) any written addendum signed by both PARTIES. No provision of CARRIER’s tariff, terms and conditions, service guide, bill of lading, rate sheet, invoice, portal, email footer or similar document shall apply to Services under this Agreement, whether or not required by law and whether or not BROKER has received or acknowledged such document. A Rate Confirmation that purports to amend this Agreement does not do so unless it is signed by an authorized officer of BROKER and expressly identifies the Section it amends.

(d) Authority to bind. The individual accepting this Agreement on behalf of CARRIER represents that they are at least 18 years of age and duly authorized to bind CARRIER. CARRIER is responsible for all activity conducted under its credentials on the DAGO Platform.

2 — Term, Renewal and Termination

(a) This Agreement takes effect upon acceptance under Section 1 and continues for one (1) year, automatically renewing for successive one-year periods until terminated.

(b) Either Party may terminate this Agreement (i) immediately upon the other Party’s material breach, or (ii) for any reason on thirty (30) days’ prior written notice. BROKER may in addition suspend or deactivate CARRIER’s access to the DAGO Platform immediately, with written notice, where BROKER reasonably believes CARRIER has breached Sections 2, 6, 10, 14 or 19, or where CARRIER’s operating authority, safety rating or insurance is or may become impaired.

(c) Termination does not relieve either Party of obligations incurred before termination, including any shipment CARRIER has accepted but not yet completed. If CARRIER accepts any tender or performs any Services after termination, this Agreement applies to that shipment as if it were still in full force.

(d) Survival. Sections 1(c), 3, 5, 7(d), 8, 9, 10, 11(e), 12, 14, 15, 16, 17, 19, 20 and 21 through 27 survive termination of this Agreement, together with any other provision that must survive in order to give effect to its meaning.

III. Carrier Obligations

3 — Operating Authority and Compliance with Law

(a) CARRIER represents and warrants, as of the date of acceptance and again on each date on which it performs Services, that it is duly and legally qualified under all applicable federal, state and local laws, statutes, regulations, rules and ordinances (collectively, “Applicable Law”) to provide the Services contemplated by this Agreement, and that it holds all operating authority, registrations, permits and licenses required for those Services.

(b) CARRIER represents and warrants that it does not hold an “Unsatisfactory,” “Conditional” or “Unfit” safety rating from the FMCSA or any other regulatory authority having jurisdiction, and that it is not subject to any out-of-service order. Where CARRIER operates vehicles with a gross vehicle weight rating in excess of 10,000 pounds, CARRIER’s safety practices conform to the Federal Motor Carrier Safety Regulations (49 C.F.R. Parts 350–399) irrespective of whether those regulations apply to CARRIER as a matter of law.

(c) CARRIER represents and warrants that it maintains a controlled-substances and alcohol testing program compliant with 49 C.F.R. Part 382 where applicable, that all drivers are qualified under 49 C.F.R. Part 391, that CARRIER complies with the hours-of-service rules at 49 C.F.R. Part 395 including electronic logging device requirements, and that all Carrier Personnel are lawfully authorized to work in the United States.

(d) Immediate notice. CARRIER shall notify BROKER in writing within twenty-four (24) hours if any representation in this Agreement becomes untrue; if CARRIER receives or is notified that it may receive an Unsatisfactory, Conditional or Unfit safety rating; if CARRIER’s operating authority is revoked, suspended or placed out of service; if any insurance required under Section 10 lapses, is cancelled or may become ineffective; or if CARRIER is otherwise prohibited from performing Services. CARRIER shall not accept or carry any shipment tendered by BROKER until the impairment is cured.

(e) CARRIER is solely responsible for its day-to-day operations, including route selection, scheduling and load planning, and for ensuring that shipments are transported in compliance with Applicable Law and delivered undamaged.

(f) CARRIER represents and warrants that all information it has provided to BROKER — whether through the DAGO Platform, a carrier packet, a load board profile, email or otherwise — is true, accurate and complete, and omits nothing necessary to make it not misleading. This includes CARRIER’s legal name, MC and USDOT numbers, physical address, telephone numbers, email addresses, banking and remittance details, insurance information and equipment list.

4 — Performance of Services

(a) CARRIER controls the method, manner and means of performing the Services. CARRIER and its employees, agents, representatives and permitted contractors (collectively, “Carrier Personnel”) determine the appropriate equipment, personnel and route. Any routing suggested by BROKER is provided as a convenience only and CARRIER is under no obligation to follow it.

(b) CARRIER shall transport all shipments without delay and shall communicate to BROKER immediately any event that is likely or certain to cause delay, including breakdown, accident, weather, detention, refusal at the delivery point or driver unavailability.

(c) CARRIER shall provide BROKER with the name and direct telephone number of the driver assigned to each shipment, and shall keep that information current, so that BROKER can respond to shipper status inquiries.

(d) Equipment loaded with a shipment tendered by BROKER shall be used exclusively for that shipment. No property of any other party may be loaded on that equipment unless BROKER consents in writing in advance.

(e) This Agreement does not grant CARRIER any exclusive right to perform Services for BROKER or for any customer of BROKER, and imposes no minimum volume obligation on either Party.

(f) Driver availability. The driver assigned to a shipment shall be reachable by telephone at all times from dispatch until delivery is complete. If contact with the driver is lost, CARRIER shall re-establish it and inform BROKER without delay. CARRIER shall not substitute the assigned driver or vehicle without notifying BROKER in advance.

(g) Advance notice of arrival. CARRIER shall ensure the driver notifies the pickup and delivery contact in advance of arrival, observing the advance-notice period stated in the applicable Rate Confirmation or, where none is stated, at least sixty (60) minutes.

(h) No additional cargo. CARRIER shall not load pallets, packaging or any other goods not listed in the Rate Confirmation without BROKER’s prior written authorization.

5 — Receipts, Bills of Lading and Proof of Delivery

(a) To the extent required by Applicable Law, each shipment shall be evidenced by a bill of lading naming CARRIER as the transporting carrier. All documentation and electronic records for each shipment shall identify CARRIER, and not BROKER, as the transporting carrier. The fact that BROKER may be named as “carrier” on a bill of lading or in any record does not alter BROKER’s status as a property broker and does not make BROKER a carrier for any purpose.

(b) A bill of lading serves as a receipt only. CARRIER’s failure to issue or obtain a bill of lading does not affect CARRIER’s liability under this Agreement.

(c) Upon delivery, CARRIER shall obtain a clean, legible proof of delivery signed by the consignee showing the kind and quantity of goods delivered, and shall submit it to BROKER through the DAGO Platform or to [email protected] within twenty-four (24) hours of delivery.

(d) Photographic record. On every shipment, CARRIER shall photograph (i) the signed bill of lading at each pickup and each delivery, and (ii) the condition of the cargo, its packaging and its securement at loading and again at delivery. Photographs shall be legible, time-stamped where the device permits, and retained by CARRIER for not less than one (1) year. CARRIER shall submit them to BROKER with the proof of delivery, or immediately on request where a claim arises. Absence of a photographic record does not shift to BROKER the burden of proving the condition of the cargo at loading.

(e) CARRIER shall notify BROKER immediately of any exception, shortage, refusal, damage notation or other irregularity noted on a bill of lading or delivery receipt, and shall photograph the condition of the shipment before and after any such event.

6 — Carrier Operations, Equipment and Personnel

(a) Equipment. At its sole cost, CARRIER shall: (i) furnish all equipment required to perform its obligations (the “Equipment”); (ii) bear all expense, liability and risk of loss arising from the use and operation of the Equipment; (iii) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) maintain records of Equipment use and provide them to BROKER on request.

(b) Personnel. CARRIER is responsible and liable for the acts and omissions of all Carrier Personnel, including their use of the DAGO Platform. CARRIER shall use only competent, able and properly licensed personnel, shall retain full control over them, and shall ensure at its own cost that they are qualified to perform the Services. CARRIER alone determines whether a scheduled Service can be completed without violating Applicable Law and shall notify BROKER before accepting a load if it cannot.

(c) Independent contractor status. CARRIER performs the Services as an independent contractor. CARRIER employs or engages all Carrier Personnel independently of BROKER in every respect and assumes complete responsibility for all federal, state and local taxes, assessments, and insurance — including workers’ compensation, unemployment compensation, disability, pension and social security — and for every other financial obligation arising out of the Services or the engagement of Carrier Personnel. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between BROKER and CARRIER or between BROKER and any Carrier Personnel. BROKER may, in its sole discretion, decline to accept any particular Carrier Personnel for Services under this Agreement.

(d) Driver vetting. CARRIER represents and warrants, as of each date on which Services are performed, that: (i) it has verified the identity of each driver assigned to a shipment, including by inspecting a government-issued photo identification and the driver’s current license; (ii) it has obtained a criminal background check and a motor vehicle record check on each such driver within the preceding twelve (12) months; (iii) where the DAGO Platform is used, CARRIER has created a unique account for each driver, has verified that driver’s identity, and has restricted use of that account to that driver alone; and (iv) each driver has acknowledged in writing that they are an employee or contractor of CARRIER and not of BROKER.

(e) Environmental compliance. CARRIER is solely responsible for compliance with Applicable Law governing air quality and environmental standards, including the regulations of the California Air Resources Board (“CARB”), and specifically the Truck and Bus Regulation (13 C.C.R. § 2025), the Drayage Truck Regulation (13 C.C.R. § 2027), the Transportation Refrigeration Unit regulation (13 C.C.R. § 2477 et seq.) and the Tractor-Trailer Greenhouse Gas regulation (17 C.C.R. § 95300 et seq.), each as amended. CARRIER shall dispatch only compliant vehicles, shall maintain shipment-specific records evidencing compliance, and shall provide those records to BROKER on request. Any transportation refrigeration unit operated in California shall be registered in CARB’s ARBER system.

(f) Hazardous materials. Where CARRIER is asked to transport hazardous materials or hazardous waste, CARRIER represents and warrants that it holds all federal and state permits and registrations required to do so; that it complies with all Applicable Law governing such transportation, including 49 C.F.R. Parts 171–180; that all Carrier Personnel involved have completed the required training; and that each such driver holds the proper endorsements on their commercial driver’s license. BROKER’s sole obligation with respect to such shipments is to pass through the commodity descriptions, classifications and shipping papers provided to BROKER by the shipper. BROKER has no obligation to verify that information independently.

(g) Use of BROKER’s name. CARRIER shall not use the name, logo, trademarks, operating authority or identity of BROKER or of any customer of BROKER in any advertising, promotional material, load-board posting, tender to a third party or public communication without BROKER’s prior written consent.

(h) Tracking. CARRIER acknowledges that BROKER’s customers require real-time visibility of shipments in transit, and that BROKER may request or obtain GPS or telematics data that has the effect of locating Carrier Personnel and Equipment. CARRIER represents that it has obtained all consents required from affected Carrier Personnel to permit such tracking and to share tracking data with BROKER. Where a shipment requires it, CARRIER shall enable tracking through the DAGO Platform, a mutually acceptable tracking application, or ELD-based visibility for the duration of transit.

(i) Business operations. CARRIER represents and warrants, and shall on BROKER’s request provide documents evidencing, each of the following:

• (i) CARRIER holds and maintains every license, permit and tax registration required by Applicable Law to operate its business;
• (ii) CARRIER maintains and operates from the headquarters or principal business location identified to BROKER;
• (iii) CARRIER is customarily engaged in the business of providing for-hire motor carrier services to the public, including to property brokers;
• (iv) CARRIER serves its own separate clientele under separate agreements, and BROKER neither prohibits nor restricts CARRIER from doing so; and
• (v) CARRIER actively advertises its motor carrier services and holds itself out to the public as an available for-hire motor carrier.

(j) CARRIER represents and warrants that it will not perform Services at any time while it appears on the list of port drayage companies with unsatisfied judgments, tax assessments or tax liens published by the California Labor Commissioner under Cal. Labor Code § 2810.4.

7 — Cargo Security, Identity Verification and Fraud Prevention

(a) Security program. CARRIER shall maintain security measures adequate to protect (i) the physical security of shipments and Equipment; (ii) the security and confidentiality of all data accessed or used in performing the Services or through the DAGO Platform; and (iii) against fraudulent, criminal or illicit activity conducted by or through CARRIER’s access to the DAGO Platform or any account issued to Carrier Personnel.

(b) In-transit security. Unless BROKER agrees otherwise in writing for a specific shipment, CARRIER shall: (i) not leave a loaded vehicle unattended in an unsecured location; (ii) make no stop within the first two hundred (200) miles or four (4) hours after pickup other than as required by Applicable Law or safety; (iii) park loaded equipment only in lighted, fenced or otherwise secured areas; (iv) keep loaded trailers locked and, where a seal is applied, keep it intact; and (v) not transfer, cross-dock, transload, store or warehouse a shipment without BROKER’s prior written consent.

(c) Identity and remittance controls. CARRIER acknowledges that identity theft and payment redirection are prevalent in the U.S. freight market and agrees that: (i) it will not permit any third party to use its operating authority, insurance certificates, carrier profile or DAGO Platform credentials; (ii) it will report any suspected compromise of its credentials or identity to BROKER within twenty-four (24) hours; and (iii) any change to CARRIER’s remittance details, banking information, legal name, address or contact information must be submitted in writing and will take effect only after BROKER has verified the change by direct outbound telephone contact using contact details already on file with BROKER. BROKER is not liable for payment made in accordance with remittance details on file prior to a verified change.

(d) Theft and loss reporting. CARRIER shall report any theft, hijacking, disappearance or suspected theft of a shipment to local law enforcement and to BROKER immediately and in any event within two (2) hours of discovery, shall provide the police report number, and shall cooperate fully with BROKER, the shipper, law enforcement and all insurers in recovery efforts.

(e) Consequences. A breach of this Section 7 is a material breach of this Agreement. Without limiting any other remedy, BROKER may immediately terminate this Agreement and deactivate CARRIER’s account.

IV. Commercial Terms

8 — Rates, Payment, Offset and Factoring

(a) Rates. CARRIER shall be compensated at the rate stated in the applicable Rate Confirmation or, where the shipment is arranged through the DAGO Platform, at the rate presented to CARRIER at the time it accepted the delivery opportunity. CARRIER represents that no other rates, charges or accessorials apply except those so stated or otherwise agreed in writing by BROKER in advance. CARRIER acknowledges that it has the right to negotiate rates with BROKER.

(b) Payment terms. BROKER’s obligation to pay CARRIER is not conditioned on BROKER having been paid by its customer. BROKER shall pay CARRIER within thirty (30) days of BROKER’s receipt of a complete billing package consisting of CARRIER’s invoice, the signed bill of lading, a clean proof of delivery and any other document reasonably required to establish that the Services were performed.

(c) Documentation deadline. Failure to submit the documents described in Section 5(c) within twenty-four (24) hours, or the complete billing package within ten (10) days of delivery, may result in delayed payment. CARRIER is responsible to BROKER for any revenue BROKER is unable to collect as a result of CARRIER’s failure to provide required documentation.

(d) Missing rate. If Services are performed and it is later discovered that no rate was agreed, the rate shall be determined by BROKER in its reasonable discretion by reference to the rates BROKER has paid for comparable Services, unless CARRIER objects in writing within ten (10) days of payment.

(e) Exclusive right to bill. BROKER has the exclusive right to bill its customers for the Services. CARRIER shall not pursue collection against any shipper, consignor, consignee, receiver or other third party unless BROKER expressly authorizes it in writing, in which case CARRIER’s sole recourse is against that party. Such an authorization does not change the fact that the Services are performed for BROKER. Upon CARRIER’s receipt of payment from BROKER, any right CARRIER may have to payment from any third party for those Services is automatically assigned to BROKER.

(f) Offset. BROKER may offset against amounts owed to CARRIER any amount CARRIER owes BROKER, including advances, claims for cargo loss, damage or delay, fines, chargebacks and amounts owed under Section 12. BROKER may withhold payment on a specific load where BROKER reasonably believes CARRIER has liability for a pending or threatened claim relating to that load, or where BROKER has a good-faith suspicion of fraud, theft or double brokering, until the matter is resolved. BROKER shall notify CARRIER in writing of the basis for any withholding and shall release any amount not applied to a substantiated claim promptly after the matter is resolved.

(g) Time limits. CARRIER forfeits its right to payment for any shipment for which it fails to produce reasonably requested delivery documentation within one hundred eighty (180) days of delivery. Any suit by CARRIER for unpaid amounts must be commenced within eighteen (18) months of the date the Services were performed, failing which the claim is waived.

(h) Factoring and assignment of receivables. If CARRIER factors, assigns, pledges, hypothecates or grants a security interest in its right to payment under this Agreement, CARRIER shall give BROKER written remittance instructions (a “Notice of Release”) before submitting any affected invoice. No such arrangement limits or terminates BROKER’s or its customer’s rights of offset or recoupment, or any claim for cargo loss, damage, delay or personal injury; all such rights are expressly preserved and are superior to the rights of any factor, assignee or creditor, regardless of any notice to the contrary. CARRIER shall inform its factor of this provision. BROKER’s payment in accordance with any Notice of Release on file discharges BROKER in full. Where CARRIER has delivered multiple or conflicting Notices of Release, BROKER’s compliance with any one of them discharges BROKER in full. Failure to provide a valid Notice of Release is a material breach.

(i) Form of invoice. CARRIER shall submit invoices electronically to [email protected], which is the only address at which BROKER receives them. An invoice sent elsewhere is not deemed received. CARRIER shall observe the following, each of which is a condition of a complete billing package: (i) one email per load, containing one invoice and one complete set of transport documents; (ii) PDF format only — other formats are not processed; (iii) the Load Number must appear on the invoice, failing which the invoice cannot be allocated and is not deemed received; and (iv) the documents required by Section 5(c) must be attached. The invoicing address is used for automated processing only and is not monitored for correspondence; payment queries shall be directed to [email protected] quoting the Load Number.

(j) Accessorial charges, detention and cancellation. Accessorial charges apply only as stated in the applicable Rate Confirmation or as agreed by BROKER in writing in advance. Unless the Rate Confirmation provides otherwise:

• (i) Detention begins after two (2) hours of free time at each pickup and each delivery, is payable at the rate stated in the Rate Confirmation up to the daily cap stated in the Rate Confirmation, and is payable only where the driver reported arrival and departure times to BROKER in real time and the times are corroborated by the bill of lading, gate record or tracking data;
• (ii) Truck order not used (TONU). If BROKER cancels a load after CARRIER has accepted it and dispatched a vehicle, BROKER shall pay CARRIER the amount stated in the Rate Confirmation. No TONU is payable where the cancellation results from CARRIER’s failure to meet the requirements of this Agreement or the Rate Confirmation;
• (iii) Cancellation by CARRIER. If CARRIER cancels after acceptance, CARRIER shall reimburse BROKER the documented additional cost of covering the load with a replacement carrier, up to the amount stated in the Rate Confirmation. BROKER shall provide CARRIER with documentation of that cost on request.

(k) Service-failure chargebacks. Where CARRIER fails to meet a requirement of this Agreement or of a Rate Confirmation and BROKER incurs a cost or charge as a result — including a shipper chargeback, a missed-appointment fee, a reconsignment, a re-delivery, or the cost of obtaining documentation CARRIER failed to supply — BROKER may recover that cost from CARRIER under Section 8(f). BROKER shall identify the failure and provide documentation of the amount actually incurred. Chargebacks are limited to costs actually incurred and are not penalties.

9 — Waiver of Carrier’s Lien

CARRIER shall not withhold, hold hostage or refuse to deliver any shipment on account of any dispute over rates or any alleged failure by BROKER to pay. CARRIER relies on the general credit of BROKER and waives and releases every lien it might otherwise assert against any goods of BROKER or of BROKER’s customers in CARRIER’s possession or control. CARRIER is liable for all amounts BROKER incurs to secure the release or delivery of a shipment, including payments to warehouses, storage yards or towing companies, and reasonable attorneys’ fees.

10 — Loss, Damage or Delay

(a) CARRIER has sole and exclusive care, custody and control of each shipment from the time it is tendered for transportation until delivery to the consignee against an appropriate receipt.

(b) Carmack liability. CARRIER assumes the liability of a motor carrier under the Carmack Amendment, 49 U.S.C. § 14706, for loss of, delay to, damage to or destruction of any goods tendered under this Agreement, whether the movement is interstate, intrastate or otherwise.

(c) Full value; waiver of limitations. CARRIER is liable for the full actual value of any cargo lost, damaged, delayed or destroyed, to the extent of BROKER’s liability for the same, together with any additional cost or fee imposed on BROKER by the claimant. CARRIER waives every limitation on its liability for cargo loss, damage, delay or destruction, whether arising by contract, tariff, released rate, Applicable Law or otherwise. No limitation applies unless BROKER agrees to it in writing before CARRIER takes possession of the specific shipment to which it applies, and BROKER’s agreement to a limitation on one shipment is not a waiver of full-value liability on any other.

(d) Claims procedure. CARRIER waives the claims-processing and salvage provisions of Applicable Law, including 49 C.F.R. Part 370. CARRIER shall pay to BROKER, or permit BROKER to deduct, the full actual loss for the kind and quantity of goods lost, delayed, damaged or destroyed. Payment is due within thirty (30) days of CARRIER’s receipt of an undisputed claim with supporting documentation. CARRIER shall cooperate fully in the investigation of any claim.

(e) Salvage. CARRIER waives any right to salvage goods subject to a claim and any right to claim an offset for the value of salvage.

(f) Insurance exclusions. Exclusions or restrictions in CARRIER’s cargo policy do not affect CARRIER’s liability under this Section. BROKER may, but is not required to, pursue a claim for cargo loss or damage on behalf of its customer, and need not obtain an assignment of claim to do so. CARRIER shall reimburse all costs incurred to collect amounts owed under this Section, including reasonable attorneys’ fees.

(g) Duty to mitigate. If Equipment breaks down or any other event prevents the safe and timely completion of the Services, CARRIER (i) has a duty to mitigate damages and shall use its best efforts to prevent loss, delay, spoilage or perishing of the cargo, and (ii) shall follow all reasonable instructions of BROKER or the cargo owner to facilitate completion, including re-powering, transloading or releasing the cargo. CARRIER acknowledges that a breach of this subsection may cause irreparable injury for which damages are an inadequate remedy, and that BROKER and the cargo owner are entitled to a temporary restraining order or injunction without bond to enforce it.

(h) Notice. CARRIER shall notify BROKER immediately of any loss, theft, damage or destruction, and of any circumstance in which a delivery appointment will be missed.

11 — Insurance

CARRIER shall procure and maintain at its sole cost, with insurers rated not lower than A- VII by A.M. Best and authorized to do business in the applicable jurisdiction, at least the following coverages:

(a) Cargo coverage scope. The cargo policy shall contain no exclusion or restriction that would foreseeably preclude coverage of a cargo claim, including exclusions for theft, unattended vehicles, driver dishonesty, employee theft, reefer breakdown (where refrigerated equipment is used), or the commodities actually transported.

(b) Scheduled vehicles and drivers. Where a policy limits coverage to scheduled vehicles or scheduled drivers, CARRIER shall provide BROKER with current schedules and all amendments, and shall use only scheduled vehicles and drivers in performing the Services.

(c) Endorsements. All required policies shall be primary and non-contributory and shall waive subrogation against BROKER. BROKER shall be named as an additional insured on the Automobile Liability and General Liability policies and as loss payee on the cargo policy. CARRIER’s workers’ compensation coverage shall carry an alternate-employer endorsement in favor of BROKER.

(d) Certificates and notice. CARRIER shall furnish certificates of insurance issued by the insurer or its agent evidencing the required coverages and expiration dates, and specifying that BROKER will receive written notice of cancellation or material modification at least thirty (30) days in advance. CARRIER shall provide complete copies of the policies to BROKER or its insurance consultant on request. Failure to maintain the required coverage is a material breach and, in addition to any other remedy, BROKER may withhold payment until valid coverage is evidenced.

(e) Claims handling. CARRIER shall file claims with its insurers, communicate actively with them and provide the information they request. CARRIER additionally authorizes BROKER to contact CARRIER’s insurers directly, to file claims and to pursue recovery as BROKER deems necessary to address any loss for which CARRIER is responsible under this Agreement.

12 — Indemnity

13 — Handling, Loading and Sealing

(a) CARRIER shall comply with the handling instructions of the shipper, consignor or consignee, including instructions passed through by BROKER. If CARRIER receives contradictory or unclear instructions, it must resolve them before accepting the shipment for transport.

(b) Unless a shipment is loaded and sealed before Carrier Personnel arrive, loading, blocking, bracing and securement are the sole responsibility of CARRIER. In every case, the driver is responsible for ensuring the load is secure and safe to transport. Where an unsealed load was loaded before CARRIER’s arrival, CARRIER shall inspect the loading before departing. CARRIER represents that each driver it assigns is competent to manage the loading and transportation of the goods concerned.

(c) Where a shipment is sealed, CARRIER shall verify the seal number against the bill of lading at pickup and at delivery, and shall not break the seal except as required by law enforcement or by BROKER’s written instruction.

(d) If law enforcement requires that a seal be broken, CARRIER shall record on the bill of lading or manifest the agency, time, location, and the officer’s name and badge number; shall re-seal the shipment immediately after the inspection with a serialized seal; shall record the second seal number on the bill of lading; and shall report the event to BROKER and to the consignee as soon as reasonably possible.

14 — Prohibition on Sub-contracting and Double Brokering

(a) Every shipment tendered by BROKER shall be transported on Equipment operated by CARRIER under CARRIER’s own operating authority. CARRIER shall not sub-contract, broker, co-broker, interline, re-broker, re-post, or in any other manner arrange for a shipment to be transported by a third party without BROKER’s prior written consent. CARRIER shall not post any shipment tendered by BROKER on any load board.

(b) If CARRIER nevertheless permits a third party to transport a shipment, CARRIER: (i) remains directly liable to BROKER as though it had transported the shipment itself; (ii) is liable for consequential and special damages arising from the unauthorized tender; (iii) shall indemnify and hold harmless BROKER from every loss, liability, damage, claim, fine, cost and expense, including reasonable attorneys’ fees, arising from the use of that third party, whether caused by CARRIER, the third party or anyone else; and (iv) forfeits and waives all right to payment for the affected Services.

(c) BROKER may in its sole discretion pay the underlying carrier directly, and such payment discharges BROKER of all payment obligations to CARRIER for that shipment.

(d) This Section survives termination of this Agreement.

15 — Records, Confidentiality and Non-solicitation

(a) Records. CARRIER shall retain records relating to every shipment transported under this Agreement for not less than three (3) years from the date of delivery and shall provide them to BROKER on request, whether or not this Agreement remains in effect.

(b) Confidentiality. CARRIER shall not disclose to any third party, without BROKER’s written consent, any information concerning BROKER’s customers, shippers or receivers (including identities, locations and volumes), the rates agreed between the PARTIES, or the rates BROKER pays for Services, except (i) as required by Applicable Law; (ii) to its accountants, tax advisors, attorneys or affiliated companies; or (iii) to an authorized agent for rating or auditing of transportation charges, provided that agent agrees to maintain confidentiality.

(c) Non-solicitation. During the term of this Agreement and for twelve (12) months afterwards, CARRIER shall not, directly or indirectly, accept, deliver or perform transportation or substantially similar services for any shipper, consignor, consignee, receiver or customer of BROKER that CARRIER first served or first learned of through BROKER, except through BROKER or with BROKER acting as intermediary. This restriction is to be construed narrowly. Nothing in this Agreement prevents CARRIER from working with any broker, shipper or other third party generally, including any customer of BROKER for whom CARRIER did not perform Services. If CARRIER breaches this Section 15(c), CARRIER shall pay BROKER a commission of twenty percent (20%) of the gross revenue derived from the services provided in violation of it, and shall provide BROKER with the documentation required to verify that revenue.

16 — Broker’s Records

CARRIER waives its right to obtain copies of BROKER’s records under 49 C.F.R. Part 371. If CARRIER nevertheless obtains records described in 49 C.F.R. § 371.3 by any means, CARRIER shall not use them in negotiating for the provision of services with or to any third party, including BROKER’s customers. Such records constitute BROKER’s confidential information and trade secrets and are subject to CARRIER’s obligations under Section 15.

17 — Right to Audit

BROKER or its authorized representative may examine and audit CARRIER’s records and other evidence relating to CARRIER’s operations under and compliance with this Agreement, including (i) complete copies of the insurance policies required under Section 11 and (ii) the documents required to confirm compliance under Section 6(i). This right includes inspection, at any reasonable time and on reasonable notice, of CARRIER’s facilities, terminals and vehicles engaged in performing the Services.

V. General Provisions

18 — Force Majeure

Neither Party is liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, severe weather, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, riot, embargo, government action, port or road closure, or nationwide fuel shortage. This Section does not excuse CARRIER’s liability for cargo loss, damage or delay under Section 10, does not excuse any payment obligation of either Party, and does not apply to labor disputes, equipment failure, driver unavailability or insolvency affecting CARRIER. The affected Party shall notify the other promptly, shall use commercially reasonable efforts to mitigate, and shall resume performance as soon as practicable.

19 — Sanctions, Anti-corruption and Trade Compliance

CARRIER represents and warrants that neither it, nor any owner, officer, director or Carrier Personnel, appears on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, the Denied Persons List, the Entity List or any comparable restricted-party list, and that CARRIER complies with all applicable U.S. economic sanctions and export control laws. CARRIER shall comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-money-laundering laws, and shall neither offer nor accept any improper payment in connection with the Services. CARRIER shall notify BROKER immediately if any of these representations ceases to be true.

20 — Data Protection and Privacy

Each Party shall comply with all Applicable Law governing the personal information it processes in connection with this Agreement. CARRIER shall process personal information received from BROKER, including shipper and consignee contact data, only as necessary to perform the Services, shall not sell or share it, shall protect it with appropriate technical and organizational safeguards, and shall delete or return it on BROKER’s request or at termination, subject to Section 15(a). CARRIER is responsible for providing any notice to, and obtaining any consent from, Carrier Personnel required for the tracking described in Section 6(h) and for the vetting described in Section 6(d), including any notice or authorization required by the Fair Credit Reporting Act and applicable state biometric or location-privacy laws. CARRIER shall notify BROKER within forty-eight (48) hours of any security incident affecting personal information or shipment data received from BROKER.

21 — Assignment and Modification

CARRIER may not assign or transfer this Agreement, in whole or in part, without BROKER’s prior written consent. This Agreement supersedes all prior agreements between the PARTIES on this subject and all tariffs, rates, classifications and schedules published, filed or maintained by CARRIER. It binds and benefits the PARTIES and their permitted successors. BROKER may modify this Agreement by posting an updated version at dagoexpress.com/en-us/carrier-broker-agreement/, by presenting it through the DAGO Platform, or by giving CARRIER notice under Section 23; CARRIER’s acceptance of any tender, use of the DAGO Platform or performance of any Services after the effective date of the update constitutes acceptance of it. CARRIER is responsible for reviewing the posted version. BROKER’s customers, shippers, consignors and consignees are express intended third-party beneficiaries of this Agreement.

22 — Severability

If any provision of this Agreement is held unlawful or unenforceable, that provision shall be severed or narrowed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

23 — Waiver

To the extent permitted by 49 U.S.C. § 14101(b), the PARTIES expressly waive the rights and remedies available under Part B of Subtitle IV of Title 49 of the United States Code to the extent they conflict with this Agreement. BROKER’s failure to insist on performance or to exercise any right does not waive that right.

24 — Notice

Notices required under this Agreement, including shipment-specific communications such as Rate Confirmations, shipment instructions, status updates and proofs of delivery, shall be in writing and may be delivered through the DAGO Platform, by email, by other electronic means, by personal delivery, by overnight courier with proof of delivery, or by certified mail, return receipt requested. Notices are effective on receipt. Notices to BROKER shall be sent to [email protected] and to the address on the first page; notices to CARRIER shall be sent to the address and email address CARRIER has on file with BROKER.

25 — Governing Law, Venue and Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules, except to the extent superseded by applicable federal law. Any dispute arising out of or relating to this Agreement or to any aspect of the relationship between the PARTIES shall be brought exclusively in the state courts located in Cook County, Illinois or in the United States District Court for the Northern District of Illinois, and the PARTIES consent to the exclusive jurisdiction of those courts and waive any objection to venue or personal jurisdiction there. Notwithstanding the foregoing, where BROKER is a party to a proceeding involving a third party in respect of a claim for which CARRIER may be liable to BROKER, BROKER may sue CARRIER, or join CARRIER, in the jurisdiction where that proceeding is pending. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

26 — Independent Contractor; No Agency

The PARTIES are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture or joint-employer relationship between them or between BROKER and any Carrier Personnel. Neither Party may bind the other. BROKER does not exercise, and does not intend to exercise, control over the means or manner in which CARRIER performs the Services.

27 — Entire Agreement; Electronic Records

This Agreement, together with each Rate Confirmation issued under it, constitutes the entire agreement of the PARTIES on this subject and may not be changed, waived or modified except in accordance with Section 21 or by a writing signed by both PARTIES. The Recitals are incorporated as enforceable terms. The PARTIES consent to the use of electronic records and electronic signatures, and agree that an electronic acceptance record maintained by BROKER — including a platform acceptance log or a record of accepted tenders — is admissible as evidence of CARRIER’s acceptance and has the same effect as a manually signed original.

ACCEPTANCE. By signing below, by indicating acceptance through the DAGO Platform, or by accepting a Rate Confirmation, dispatching equipment against a tender, or taking possession of any shipment tendered by or through DAGO Express Inc., CARRIER accepts and agrees to be bound by this Agreement in its entirety.