Operator Agreement

Last Updated: August 17, 2026

This Operator Agreement (“Agreement”) is entered into between Moveflow Tech, Corp. (“Moveflow,” “we,” “our,” or “us”), a Tennessee corporation, and the dump truck operator or business accepting this Agreement (“Operator,” “you,” or “your”).

By creating an account, checking the box or clicking “I agree” to indicate acceptance during onboarding, accessing the Moveflow platform, or performing any hauling services arranged through the Platform, you agree to be bound by this Agreement. If you do not agree, do not use the platform.

1. Definitions

“Contractor” means a customer (construction company, contractor, landscaper, or similar business) who orders hauling services through the Moveflow platform.

“Services” means driving and transportation services for aggregate materials (rock, gravel, sand, and similar materials) from quarries or suppliers to job sites.

“Platform” means the Moveflow marketplace and software platform, including the mobile application and web platform, through which Orders are posted, Offers are made and accepted, and Hauls are completed and paid.

“Haul” or “Job” means a single assignment to transport materials from a pickup location to a delivery location, as confirmed through the Platform.

“Offer” means your binding proposal, submitted through the Platform, to perform an Order at the price and on the schedule you state.

“Materials Payment Card” means a single-use virtual payment card that Moveflow may issue to you for the purpose of paying for aggregate materials at a quarry or supplier for a specific Haul.

2. The Marketplace — You Sell Directly to Contractors

2.1 You are the seller. The Platform is a marketplace. When a Contractor accepts your Offer, a direct contract for the Haul Services is formed between you and that Contractor. You — not Moveflow — sell and perform the Haul Services. Moveflow provides the marketplace, software, verification, payment collection, and support services described in this Agreement; Moveflow does not perform transportation and is not a party to your contract with the Contractor.

2.2 You set your own prices. You determine the price of every Offer you submit. Moveflow does not set, negotiate, or guarantee your prices. Moveflow’s Platform Fee (Section 7.2) is charged to the Contractor and added on top of your price; it is not deducted from your price.

2.3 Appointment of Moveflow as your limited payment collection agent. You hereby appoint Moveflow as your limited agent solely for the purpose of collecting payments from Contractors on your behalf for Haul Services you sell through the Platform, and Moveflow accepts that appointment. A Contractor’s payment to Moveflow of the price of your accepted Offer discharges the Contractor’s payment obligation to you for that Haul, as if the Contractor had paid you directly. Moveflow holds collected amounts for your benefit and remits your price to you as provided in Section 7. This agency is limited to payment collection and remittance; it does not make Moveflow your agent for any other purpose, and it does not make you an agent of Moveflow for any purpose.

2.4 Payment processing. Moveflow (through its payment processor) is the merchant of record for card-network and payment-processing purposes when collecting Contractor payments under Section 2.3. That processing role does not make Moveflow the seller of the Haul Services.

3. Independent Contractor Status

3.1 Independent Contractor. You are an independent contractor, not an employee, agent (except as expressly provided in Section 2.3), or partner of Moveflow. Nothing in this Agreement creates an employment, joint venture, or partnership relationship. You will not be treated as an employee for federal or state tax purposes, and you will not receive employee benefits (including workers’ compensation, unemployment insurance, or benefits under any employee benefit plan).

3.2 Control. Moveflow does not control the manner, method, or means by which you perform Services. You decide which Orders to bid on, set your own prices, and control when, where, and how you perform Services, subject only to completing each Haul in accordance with the accepted Offer and providing proof of delivery. Moveflow does not direct your routes, schedule, equipment, or personnel.

3.3 Equipment and Expenses. You provide your own trucks, fuel, maintenance, insurance, and all other equipment and expenses necessary to perform Services. Moveflow does not furnish vehicles, fuel, tools, or materials.

3.4 Taxes. You are solely responsible for all federal, state, and local taxes arising from your Services, including self-employment taxes. Moveflow will provide tax reporting for payments it collects and remits on your behalf as required by law. You will not receive a Form W-2 from Moveflow.

3.5 Freedom to Work for Others. You are free to work for other persons or businesses and to make your services available to the general public. You are not required to devote any minimum amount of time to the Platform.

3.6 Termination of Relationship. Either party may terminate this Agreement as provided in Section 10. Moveflow may terminate your access to the Platform for breach of this Agreement or for other cause consistent with an arm’s-length contractor relationship. Moveflow does not retain a right to “discharge” you in the employment sense; termination is governed by the terms of this Agreement.

4. Insurance Requirements

4.1 Minimum Coverage. You must maintain at all times commercial automobile liability insurance with a limit of not less than $1,000,000 combined single limit per occurrence for each vehicle used to perform Services. Compliance with a state’s minimum financial responsibility law does not by itself satisfy this Section; the $1,000,000 requirement applies in every state in which you operate, in addition to (and never less than) any applicable legal minimums.

4.2 Required Endorsements. Your commercial auto liability policy must:

(a) name Moveflow Tech, Corp. as an additional insured with respect to your performance of Services;

(b) include a waiver of subrogation in favor of Moveflow;

(c) provide that your coverage is primary and non-contributory with respect to any insurance maintained by Moveflow; and

(d) name Moveflow Tech, Corp. as a certificate holder, so that Moveflow receives notice of cancellation from your insurer.

Standard endorsements from your insurance agent satisfy this Section; blanket additional-insured endorsements are acceptable.

4.3 Proof of Insurance; In-Force Confirmations. You must provide Moveflow a current certificate of insurance (COI) reflecting the coverage and endorsements above through the Platform, and again at each renewal. When prompted by the Platform, you must confirm that your policy remains in force. You must notify Moveflow immediately of any lapse, cancellation, or material change in coverage. You consent to Moveflow sharing your current COI, or its verified details (insurer, limits, and expiration), with Contractors who are considering or have accepted your Offers.

4.4 Cargo Insurance. You must maintain cargo insurance as required by applicable law or as specified in the Platform for particular Orders.

4.5 Failure to Maintain Insurance. Failure to maintain the required insurance and endorsements is a material breach of this Agreement and will result in loss of marketplace eligibility and may result in suspension or termination of your access to the Platform.

5. Regulatory Compliance

5.1 General Obligation. You represent and warrant that you will comply with all applicable federal, state, and local laws, rules, and regulations governing your operation of commercial motor vehicles and performance of Services, including but not limited to:

Vehicle Registration: Vehicles properly registered and classified in each state of operation (e.g., Tennessee Class 9 or 10 for dump trucks per Tenn. Code Ann. § 55-4-124).
Load Requirements: Loads secured and loaded in compliance with applicable law (e.g., material 4” below bed walls where required; no unsecured materials that may escape; tarpaulins or enclosures where required).
Vehicle Signage and Identification: Required signage and identification on vehicles (e.g., owner name, principal place of business) per applicable state regulations.
Dimensions and Weight: Vehicles operated within legal length, width, height, and weight limits; special permits obtained when required; no Haul accepted that would require operating over the rated capacity of your vehicle.
Driver Qualifications: Valid commercial driver’s license (CDL) of a class appropriate for the vehicle operated; all required certifications and medical qualifications.
Intrastate Operation: The Platform supports Hauls whose pickup and delivery locations are within the same U.S. state, and will decline cross-state Hauls. You must hold any authority or certificate required for intrastate for-hire operation in each state in which you perform Services.
Hazardous Materials: You will not transport hazardous materials that require placarding under 49 CFR Part 172, Subpart F, unless you hold the required endorsements and comply with all hazmat regulations.

5.2 FMCSA Compliance. If your vehicles exceed 26,001 lbs GVWR (or you tow a vehicle exceeding 10,000 lbs GVWR), or if you transport 16 or more passengers or hazardous materials, you must comply with all applicable Federal Motor Carrier Safety Regulations (FMCSA), including:

Hours of Service (49 CFR Part 395): Compliance with driving limits (11 hours after 10 hours off), 14-hour window, 30-minute break requirement, and 60/70-hour weekly limits; or compliance with the short-haul exception (150 air-mile radius, 14-hour duty period) or construction materials exception (24+ hours off to restart 7/8-day period) where applicable.
Driver Qualification (49 CFR Part 383): Valid CDL; single commercial license; disclosure of convictions and employment history as required.
Recordkeeping: Maintenance of required logs or time records as applicable.

5.3 Certification. By accepting this Agreement, you certify that: (a) you have read and will comply with all applicable regulations; (b) your vehicles are properly registered and maintained; (c) loads will be secured in compliance with law; (d) you hold all required licenses and permits; and (e) you will obtain special permits when required for overweight or oversized movements.

6. Performance of Services

6.1 Offers and Acceptance. You may browse Orders and submit Offers through the Platform, and you may decline to bid on any Order. When a Contractor accepts your Offer and completes payment, you agree to complete the transportation of materials from the designated pickup location to the designated delivery location in accordance with your accepted Offer.

6.2 Performance by Your Verified Fleet; No Subcontracting. Each Haul must be performed by your own drivers and vehicles as registered and verified on the Platform. You may not subcontract, assign, or delegate the performance of any Haul to a third party — including another trucking company or an owner-operator outside your company — without Moveflow’s prior written consent and the third party first completing the Platform’s verification requirements. Performance by an unverified driver or vehicle is a material breach of this Agreement. This Section does not restrict which of your own verified drivers or trucks you assign to a Haul; those choices remain yours under Section 3.2.

6.3 Proof of Delivery. You agree to provide proof of delivery (including photo documentation and delivery confirmation) through the Platform. Completion of delivery and provision of proof of delivery are conditions for payment.

6.4 No Guarantee of Work. Moveflow does not guarantee any minimum number of Hauls or amount of compensation. The availability of Orders depends on Contractor demand and other factors outside Moveflow’s control.

6.5 Verification. Your marketplace eligibility depends on the verification requirements described in the Platform, including a valid CDL of an appropriate class, a compliant COI (Section 4), and, where applicable, carrier-status checks against public records. Moveflow may decline, suspend, or condition marketplace eligibility based on verification results, and displays verification indicators to Contractors based on the documents and records available to it. You are responsible for keeping your verification documents current. You may request human review of any automated verification decision through the Platform.

6.6 Materials Payment Card. For certain Hauls, Moveflow may issue you a Materials Payment Card to pay for aggregate materials at the quarry or supplier for that specific Job. The card is:

(a) Single-use: Valid only for the materials purchase for that Haul;

(b) Funded for exact amount: Loaded with the exact cost of materials for that Job as confirmed through the Platform;

(d) Time-limited: Active only during the Job window and automatically deactivated upon Job completion or cancellation.

You agree to use the Materials Payment Card only for its intended purpose—paying for the materials at the designated quarry or supplier for the assigned Haul. You will not use the card for any other purchase or purpose. Misuse of the card, including use at unauthorized merchants, for unauthorized amounts, or outside the Job window, is a material breach of this Agreement. Any unspent card balance may be recovered or handled per Moveflow’s procedures. Moveflow and its payment services provider have the right to approve or decline transactions in real time. Payments for completed Hauls are made separately per Section 7 and are not funded through the Materials Payment Card.

7. Payment Terms

7.1 Your Price; Collection and Remittance. The Contractor pays the full price of your accepted Offer, plus Moveflow’s Platform Fee, through the Platform. Moveflow collects those amounts as your limited payment collection agent (Section 2.3) and holds your price for your benefit. After the Haul is delivered and confirmed through the Platform (or after the release window described in the Platform), Moveflow remits the full price of your accepted Offer to the payout account you designate. Moveflow bears standard payment-processing costs on Contractor payments collected through the Platform.

7.2 Platform Fee. Moveflow charges the Contractor a Platform Fee for each Haul, shown to the Contractor as its own line item and added on top of your price; the exact fee is displayed with each Offer before acceptance. The Platform Fee compensates Moveflow for the marketplace, software, verification, payment collection, and support services. It is not deducted from your price.

7.3 Payout. Payouts are made to the bank account or payout method you designate in the Platform (including through the payout provider you connect during onboarding). You must maintain a valid payout account to receive payments. Payout timing follows delivery confirmation or the release window described in the Platform, plus your payout provider’s standard settlement times.

7.4 Disputes, Chargebacks, and Recovery. Because Moveflow collects Contractor payments and is the merchant of record for processing purposes, payment disputes and chargebacks are administered by Moveflow in the first instance, and Moveflow may provide Contractors the remedies described in the Moveflow Delivery Guarantee. You agree to cooperate with Moveflow in resolving any disputes, including providing documentation and information as requested. Moveflow may withhold, offset, or deduct from your payouts (or pursue reimbursement from you) amounts related to disputed transactions, chargebacks, refunds, or Guarantee payments to the extent caused or contributed to by your failure to perform Services, breach of this Agreement, negligence, misconduct, or failure to deliver in accordance with your accepted Offer.

7.5 Tax Reporting. Moveflow will report payments as required by tax law. You are responsible for all tax obligations arising from your compensation.

8. Indemnification

8.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Moveflow, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your performance of Services or operation of vehicles; (b) your breach of this Agreement; (c) your violation of any law or regulation; (d) your negligence or willful misconduct; or (e) any injury to persons or damage to property caused by you, your employees, or your subcontractors.

8.2 Procedure. Moveflow will notify you promptly of any claim subject to indemnification. You will have the right to assume the defense of the claim with counsel reasonably acceptable to Moveflow. Moveflow may participate in the defense at its own expense. You may not settle any claim without Moveflow’s prior written consent if the settlement would impose liability on or require any action by Moveflow.

9. Limitation of Liability

9.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOVEFLOW’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS REMITTED TO YOU THROUGH THE PLATFORM IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 No Indirect Damages. MOVEFLOW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM.

10. Term and Termination

10.1 Term. This Agreement remains in effect until terminated by either party.

10.2 Termination by You. You may terminate this Agreement at any time by ceasing use of the Platform and providing notice to Moveflow. Termination does not affect your right to receive payment for Hauls completed before termination.

10.3 Termination by Moveflow. Moveflow may suspend or terminate your access to the Platform for: (a) breach of this Agreement; (b) failure to maintain required insurance or verification; (c) violation of applicable law; (d) fraudulent or illegal activity; or (e) other conduct Moveflow reasonably determines is harmful to the Platform or its users. For breaches that are curable, Moveflow will provide you notice and a reasonable opportunity to cure before termination; immediate suspension or termination is reserved for lapsed insurance, safety risks, fraud, or violations of law. Nothing in this Section creates a right to “discharge” you in the employment sense; this is contract termination between independent businesses.

10.4 Effect of Termination. Upon termination: (a) your right to access the Platform and receive new Orders ceases; (b) Moveflow will remit amounts owed for completed Hauls in accordance with Section 7; and (c) provisions that by their nature should survive (including Sections 8, 9, 11, 12, and 13) will survive termination.

11. Dispute Resolution and Arbitration

11.1 Informal Resolution. Before initiating any formal dispute proceeding, you agree to contact Moveflow at info@moveflow.tech to attempt to resolve the dispute informally. Moveflow will attempt to resolve disputes in good faith.

11.2 Binding Arbitration. If informal resolution fails, any dispute arising out of or related to this Agreement or the Platform shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Knoxville, Tennessee. Hearings may be conducted remotely (by videoconference or telephone) where the AAA’s rules permit, and judgment on the award may be entered in any court of competent jurisdiction.

11.3 Class Action Waiver. YOU AND MOVEFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11.4 Exceptions. This arbitration provision does not apply to: (a) claims that may be brought in small claims court; or (b) claims for injunctive or equitable relief for intellectual property infringement.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict of law principles. Any disputes not subject to arbitration shall be resolved in the state or federal courts located in Knox County, Tennessee, and you consent to personal jurisdiction in those courts.

12.2 Entire Agreement. This Agreement, together with the Moveflow Terms of Use and Privacy Policy (incorporated by reference), constitutes the entire agreement between you and Moveflow regarding the Platform and Services. In the event of conflict between this Agreement and the Terms of Use, this Agreement controls with respect to operator-specific terms. For clarity, your contracts with Contractors for Haul Services are separate contracts between you and those Contractors.

12.3 Amendments. Moveflow may amend this Agreement by posting the updated Agreement and asking you to accept it through the Platform. Material amendments take effect when you accept them or, where permitted by law, after reasonable advance notice.

12.4 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.

12.5 Waiver. Moveflow’s failure to enforce any right or provision does not constitute a waiver of that right or provision.

12.6 Assignment. You may not assign or transfer this Agreement or your rights under it without Moveflow’s prior written consent. Moveflow may assign this Agreement without restriction.

12.7 No Agency. Except for the limited payment collection agency you grant Moveflow in Section 2.3, nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between you and Moveflow.

13. Acknowledgment

By accepting this Agreement, you acknowledge and certify that:

(a) You have read, understood, and agree to be bound by this Agreement;

(b) You accept and understand that you are an independent contractor, not an employee of Moveflow, and you accept the tax and benefits implications of that status;

(d) You will comply with all applicable federal, state, and local laws, including FMCSA and state trucking regulations, when performing Services;

(e) You have the authority to bind yourself or your business to this Agreement;

(f) The information you have provided to Moveflow (including business name, contact information, insurance, and licenses) is accurate and complete; and

(g) You understand that the Platform is a marketplace: you sell Haul Services directly to Contractors at prices you set, and you have appointed Moveflow as your limited agent to collect Contractor payments on your behalf, such that a Contractor’s payment to Moveflow discharges the Contractor’s payment obligation to you.

14. Contact Information

For questions about this Agreement, contact Moveflow at:

Moveflow Tech, Corp.
801 W Clinch Ave, 7th Floor
The Sunsphere
Knoxville, TN 37902
Email: info@moveflow.tech
Phone: +1 (865) 297-7313

By creating an account, checking the box or clicking “I agree” to indicate acceptance, accessing the Platform, or performing any Services, you acknowledge that you have read, understood, and agree to be bound by this Operator Agreement.