Acceptance of Terms

By accessing the Site, submitting an inquiry, executing a dispatch agreement, or otherwise engaging the Services, you represent and warrant that (i) you have read and understood these Terms; (ii) you have the legal capacity and authority to enter into these Terms and to bind the motor carrier, owner-operator, fleet owner, or other entity on whose behalf you act; and (iii) you agree to be bound by these Terms and by any additional terms incorporated herein by reference, including the Company’s Privacy Policy.

If you do not agree to these Terms in their entirety, you must not access the Site, submit information to the Company, or use the Services. Continued use of the Site or Services following the effective date of any amendment constitutes acceptance of the amended Terms.

Definitions

For the purposes of these Terms, the following terms shall have the meanings set out below. Capitalized terms not defined here shall have the meaning ascribed elsewhere in these Terms.

• Client — the natural or legal person that engages the Company to provide Services, including, without limitation, owner-operators, motor carriers, and fleet owners.
• Dispatch Agreement — the written or electronically executed agreement between the Company and the Client setting out the commercial terms of service, including fee structure and scope.
• Load — a discrete freight shipment procured, negotiated, or facilitated by the Company on the Client’s behalf.
• Broker — a third-party property broker, freight forwarder, or shipper with whom the Company communicates in the course of sourcing Loads.
• Equipment — the tractors, trailers, and ancillary vehicles operated by the Client.
• Operating Authority — the Client’s active motor carrier authority issued by the U.S. Federal Motor Carrier Safety Administration (“FMCSA”), including a valid MC or DOT number in good standing.
• Services — the dispatch, load-booking, rate-negotiation, administrative-support, and ancillary services offered by the Company to the Client.

Description of Services

The Company offers freight dispatch services designed to connect qualified motor carriers and owner-operators with compensated Loads. The Services may include, without limitation:

• Sourcing and vetting Loads from load boards, direct shipper relationships, and broker networks;
• Negotiating Load rates, detention, and accessorial charges on the Client’s behalf;
• Preparing and processing rate confirmations, bills of lading, proofs of delivery, and related administrative documentation;
• Facilitating broker and shipper setups, including credit review and carrier-packet submission;
• Providing operational support, including check-calls, appointment coordination, and breakdown assistance.

The Company acts solely as the Client’s agent for the limited purpose of sourcing and arranging Loads. The Company is not a motor carrier, property broker, freight forwarder, shipper, or consignee, and does not take title to, physical possession of, or legal responsibility for any cargo. The Client remains at all times the responsible motor carrier for each Load transported.

Eligibility & Onboarding

Minimum Requirements

To engage the Services, the Client must (i) be at least eighteen (18) years of age; (ii) act in a commercial capacity; (iii) hold active Operating Authority in good standing; (iv) maintain the insurance coverages required by applicable law and by this Section 4; and (v) satisfy any additional onboarding criteria the Company may reasonably impose.

Documentation

Prior to the commencement of Services, the Client shall provide, and shall keep current throughout the engagement, the following documentation:

• MC Authority (active and in good standing);
• Certificate of Insurance evidencing minimum coverages as set out in Section 4.3;
• IRS Form W-9;
• Notice of Assignment (if factoring);
• Void check or direct-deposit authorization;
• Valid commercial driver’s license for each driver;
• Current vehicle registration for each item of Equipment.

Insurance

The Client shall, at its sole cost, procure and maintain throughout the engagement (i) commercial automobile liability insurance with combined single-limit coverage of not less than one million dollars (USD 1,000,000); (ii) motor-truck cargo insurance with coverage of not less than one hundred thousand dollars (USD 100,000) per occurrence; and (iii) any additional coverage mandated by Brokers, shippers, or applicable law. Upon reasonable request, the Client shall name the Company as a certificate holder for notice purposes only.

Right of Refusal

The Company reserves the right, in its sole and reasonable discretion, to decline to onboard any prospective Client, to terminate an engagement, or to refuse to source Loads for a Client whose documentation is incomplete, whose safety or CSA scores are, in the Company’s judgment, unacceptable, or whose conduct is otherwise inconsistent with these Terms.

Engagement & Authority

Upon execution of a Dispatch Agreement, the Client appoints the Company as its limited, non-exclusive agent for the purpose of sourcing, negotiating, and arranging Loads on the Client’s behalf. This appointment:

• Is limited in scope to the activities expressly authorized in these Terms and in the Dispatch Agreement;
• Does not constitute a partnership, joint venture, employment relationship, or agency for any purpose outside the scope of the Services;
• May be revoked by the Client at any time in accordance with Section 8 (Term & Termination).

The Client retains full and exclusive authority over all operational, safety, and transport decisions, including, without limitation, route selection, hours-of-service compliance, Load acceptance, and driver assignment. The Company shall not be deemed to have operational control of any Load, vehicle, or driver.

Client Obligations

The Client represents, warrants, and covenants that, throughout the engagement, the Client shall:

• Maintain active Operating Authority, valid insurance, and all other licenses, permits, and registrations required by federal, state, and local law;
• Ensure that all drivers operating under the Client’s authority hold valid commercial driver’s licenses and are in full compliance with applicable hours-of-service, drug-and-alcohol-testing, and medical-certification requirements;
• Accept or decline Loads sourced by the Company in a prompt and commercially reasonable manner, and communicate any inability to perform in advance of the scheduled pickup;
• Perform each accepted Load in accordance with the terms of the rate confirmation, including timely pickup and delivery, proper cargo securement, and compliance with shipper and consignee instructions;
• Transmit all required documentation (bills of lading, proofs of delivery, accessorial receipts) to the Company promptly upon completion of each Load;
• Pay all fees due to the Company in accordance with Section 7 and the Dispatch Agreement;
• Refrain from circumventing the Company by contacting directly any Broker or shipper introduced by the Company during the engagement and for a period of twelve (12) months following termination, except where such relationship pre-dated the engagement and the Client can demonstrate the same in writing.

Fees & Payment

Fee Structure

The Company’s fees are calculated as a percentage of the gross revenue of each Load dispatched, as set out in the applicable Dispatch Agreement. The current standard fee schedule is:

No onboarding fee, setup fee, or monthly minimum is charged for the standard plans listed above. Fees are charged solely per Load dispatched. The Company does not collect a fee on Loads the Client declines.

Payment Terms

Unless otherwise agreed in writing, the Company’s fee is payable on or before the earlier of (i) seven (7) calendar days following delivery of the Load, or (ii) the Client’s receipt of payment from the Broker or factoring company for the Load. Payment shall be made by ACH transfer, wire, or such other method as the Company may designate from time to time.

Late Payment

Amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid in full. The Company may suspend the Services and withhold further dispatch activity upon any failure to pay undisputed amounts when due.

Disputed Amounts

The Client shall notify the Company in writing of any good-faith dispute regarding a fee within ten (10) business days of the invoice date. The parties shall cooperate in good faith to resolve any such dispute promptly. Undisputed portions of an invoice shall be paid in accordance with Section 7.2.

Term & Termination

Term

These Terms commence on the effective date of the Dispatch Agreement and continue on a month-to-month basis until terminated in accordance with this Section 8.

Termination for Convenience

Either party may terminate the engagement for any reason, or no reason, by providing not less than seven (7) calendar days’ prior written notice to the other party. Loads accepted prior to the effective date of termination shall be performed in accordance with their original terms and remain subject to the fee obligations of Section 7.

Termination for Cause

Either party may terminate the engagement immediately, with written notice, upon (i) a material breach of these Terms by the other party that remains uncured for ten (10) business days following written notice thereof; (ii) the other party’s insolvency, voluntary or involuntary bankruptcy, appointment of a receiver, or assignment for the benefit of creditors; or (iii) a suspension or revocation of the Client’s Operating Authority or required insurance.

Effect of Termination

Upon termination, (i) all fees accrued as of the effective date of termination become immediately due and payable; (ii) each party shall return or, at the other party’s option, destroy any Confidential Information in its possession; and (iii) the provisions of Sections 6 (non-circumvention), 7 (payment), 9 (intellectual property), 11 (disclaimers), 12 (liability), 13 (indemnity), 14 (disputes), 15 (governing law), and 18 (general provisions) shall survive termination.

Intellectual Property

The Site, the Services, and all content, software, databases, trademarks, logos, service marks, trade names, and other materials made available by the Company (collectively, the “Company IP”) are and shall remain the exclusive property of the Company or its licensors. No right, title, or interest in the Company IP is transferred to the Client except the limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for the Client’s internal business purposes during the term of the engagement.

The Client shall not (i) copy, modify, distribute, sell, lease, or create derivative works of the Company IP; (ii) reverse-engineer, decompile, or attempt to derive source code from any software component; (iii) remove or alter any proprietary notices; or (iv) use the Company’s name, logo, or trademarks in any marketing or promotional material without the Company’s prior written consent.

Acceptable Use

The Client shall not, and shall ensure that its personnel, drivers, and affiliates shall not:

• Use the Site or Services for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable federal, state, or local law or regulation;
• Transport hazardous materials without the appropriate endorsements, permits, and insurance;
• Misrepresent the Client’s identity, Operating Authority, insurance status, or Equipment capability to the Company, Brokers, or shippers;
• Double-broker, rebroker, or otherwise transfer any Load to a third-party carrier without the Company’s prior written consent and the Broker’s express authorization;
• Circumvent the Company in violation of Section 6;
• Interfere with, disrupt, or compromise the security, integrity, or availability of the Site or the Company’s systems;
• Use any automated system (bot, scraper, or harvester) to access the Site without the Company’s prior written consent;
• Engage in any conduct that, in the Company’s reasonable judgment, exposes the Company, its counterparties, or any third party to material legal, financial, or reputational risk.

Violation of this Section 10 constitutes a material breach and entitles the Company to immediate termination under Section 8.3.

Disclaimers

The Site, the Services, and all information, content, and materials made available by the Company are provided on an “as is” and “as available” basis. The Company makes no warranties, express, implied, statutory, or otherwise, except as expressly set out in these Terms.

Without limiting the foregoing, the Company does not warrant that (i) the Services will meet the Client’s specific revenue expectations; (ii) Loads of any particular rate, lane, or volume will be available; (iii) any Broker or shipper will pay on any particular schedule or at all; (iv) the Site or Services will be uninterrupted, error-free, or free of viruses or other harmful components; or (v) any information provided by the Company regarding rates, markets, or counterparties is accurate, complete, or reliable.

Limitation of Liability

The limitations in this Section 12 shall apply to the fullest extent permitted by applicable law and shall survive any failure of essential purpose of any limited remedy. Certain jurisdictions do not allow the exclusion or limitation of certain warranties or damages; in such jurisdictions, the Company’s liability shall be limited to the minimum extent permitted by law.

Nothing in these Terms shall limit or exclude the Company’s liability for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by the Company’s negligence; or (iii) any other liability that, under applicable law, cannot lawfully be limited or excluded.

Indemnification

The Client shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, and affiliates (the “Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• The Client’s performance, non-performance, or defective performance of any Load, including any cargo loss, damage, or delay;
• The Client’s breach of any representation, warranty, covenant, or obligation under these Terms;
• Any act, omission, or negligence of the Client, its drivers, personnel, subcontractors, or affiliates;
• Any violation by the Client of applicable law, including, without limitation, FMCSA regulations, hours-of-service rules, and hazardous-materials requirements;
• Any third-party claim alleging bodily injury, property damage, or financial loss in connection with Equipment operated under the Client’s Operating Authority.

The Company shall provide prompt written notice of any claim for which indemnification is sought, tender sole control of the defense and settlement to the Client (provided that the Client shall not settle any claim that imposes any liability, obligation, or restriction on any Indemnified Party without that party’s prior written consent), and reasonably cooperate in the defense at the Client’s expense.

Disputes & Arbitration

Informal Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through direct negotiation for a period of thirty (30) calendar days before commencing any formal proceeding. Notice of a dispute shall be delivered to the contact set out in Section 19.

Binding Arbitration

Any dispute not resolved under Section 14.1 shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, seated in Wilmington, Delaware (or, at the Company’s option, by video conference), and the arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction.

Class-Action Waiver

Opt-Out Right

The Client may opt out of Sections 14.2 and 14.3 by delivering to the Company a written notice of opt-out, referencing this Section 14.4, within thirty (30) calendar days of the Client’s first acceptance of these Terms. Opt-out notices shall be delivered to the address in Section 19. An opt-out will not affect any other provisions of these Terms.

Exceptions

Notwithstanding the foregoing, either party may (i) bring a claim in small-claims court, provided the claim remains in that court; (ii) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information; or (iii) pursue collection of undisputed amounts due.

Governing Law & Venue

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Subject to Section 14 (Arbitration), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any action not subject to arbitration, and each party waives any objection to such jurisdiction and venue on grounds of forum non conveniens or otherwise.

Force Majeure

Neither party shall be liable for any failure or delay in performance (other than the payment of money) caused by events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil unrest, labor disputes, epidemic or pandemic, governmental action, embargo, natural disaster, severe weather, infrastructure failure, or disruption of third-party telecommunications or internet services. The affected party shall notify the other party of the force majeure event promptly and shall use commercially reasonable efforts to resume performance.

Amendments

The Company reserves the right to amend these Terms from time to time to reflect changes in law, technology, business practice, or operational circumstances. Any amendment shall take effect upon publication of the revised Terms on the Site, with the “Effective Date” and version number updated accordingly. For amendments that materially reduce the Client’s rights or materially expand the Client’s obligations, the Company shall provide not less than thirty (30) calendar days’ advance notice by email to the Client’s registered contact address or by prominent notice on the Site.

The Client’s continued use of the Site or Services after the effective date of an amendment constitutes acceptance of the amended Terms. If the Client does not agree to an amendment, the Client’s sole and exclusive remedy is to terminate the engagement in accordance with Section 8.

General Provisions

Entire Agreement

These Terms, together with the Dispatch Agreement, the Privacy Policy, and any other policies expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements, whether oral or written.

Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless in writing signed by an authorized representative of the waiving party.

Assignment

The Client shall not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms, in whole or in part, to any successor in interest in connection with a merger, acquisition, reorganization, or sale of assets. These Terms shall bind and inure to the benefit of the parties and their permitted successors and assigns.

Independent Contractors

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship (except the limited agency expressly set out in Section 5), and neither party has authority to bind the other except as expressly provided.

Notices

Notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered by (i) personal delivery; (ii) nationally recognized overnight courier; (iii) certified U.S. mail, return receipt requested; or (iv) email to the addresses last designated by each party. Notices to the Company shall be directed to the contact points in Section 19.

Headings

The headings in these Terms are for convenience only and shall not affect interpretation.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns, and are not intended to, and shall not, confer any rights or remedies on any other person.

Electronic Execution

The parties consent to the use of electronic records and electronic signatures in connection with these Terms and the Dispatch Agreement in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

Contact the Company

Any notice, request, rights exercise, opt-out, or other communication concerning these Terms should be addressed to:

Entity

Meridian Dispatchers

Email

sales@meridiandispatchers.com

Telephone

(571) 576‑7104

Reference

Please quote “Legal Notice — MD-LEG-TOS-001”

The Company will acknowledge receipt of legal notices within a reasonable period and will respond substantively within the timeframes prescribed by these Terms or applicable law.