Operator Agreement

Last Updated: April 10, 2026

This Operator Agreement (“Agreement”) is entered into between MoveFlow Technologies, LLC (“Moveflow,” “we,” “our,” or “us”), a limited liability company with its principal place of business at 251 Little Falls Dr., Wilmington, DE 19808-1674, 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 through Moveflow, 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 transportation management system, including the mobile application and web platform, through which hauling assignments are offered and completed.

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

“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. Merchant of Record and Reseller Relationship

2.1 Structure — Buy-Sell, Not a Marketplace. Moveflow operates as the Merchant of Record for Haul Services sold through the Platform. Moveflow sells Haul Services to Contractors at prices Moveflow sets and collects payment from Contractors as seller. Moveflow purchases your driving and transportation performance from you to fulfill those sales. You supply Services to Moveflow; you are not the seller to Contractors, and the Platform is not a marketplace in which you contract or settle directly with Contractors.

2.2 Pricing and Payment Collection. Moveflow sets pricing for Haul Services, controls checkout, and collects the full transaction amount from Contractors. You have no contractual relationship with Contractors for payment. Contractor payments for Haul Services are owed to Moveflow as seller—not to you.

2.3 Fulfillment of Moveflow’s Sales. When you accept and complete a Haul, you perform Services in fulfillment of Moveflow’s sale to the Contractor. Moveflow is responsible for invoicing Contractors, processing payments, handling refunds, and resolving chargebacks and payment disputes related to Haul Services, in each case as Merchant of Record. Your compensation for that performance is governed by Section 7.

2.4 Commercial and Accounting Characterization. The parties agree that the relationship described in this Section 2 is a reseller / fulfillment model. For each completed Haul, Moveflow recognizes the full amount charged to the Contractor for the applicable Haul Services as gross revenue (total sales) in Moveflow’s books and records in the ordinary course, consistent with Moveflow’s role as seller to the Contractor. Moveflow records amounts paid to you (and other direct costs of fulfilling the sale, such as certain payment-processing or fulfillment costs) as cost of sales (or cost of goods sold) and similar expense categories, as determined by Moveflow in accordance with applicable accounting principles. You acknowledge this subsection describes the commercial and contractual understanding between you and Moveflow; it is not tax, legal, or accounting advice to you, and you remain responsible for your own reporting.

3. Independent Contractor Status

3.1 Independent Contractor. You are an independent contractor, not an employee, agent, or partner of Moveflow. Nothing in this Agreement creates an employment, agency, 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 control when, where, and how you perform Services, subject only to completing the Haul in accordance with the load confirmation and providing proof of delivery. Moveflow’s role is to sell Haul Services to Contractors and engage you to fulfill those sales; 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 performance of Services, including self-employment taxes. Moveflow will report payments to you on IRS Form 1099 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 Moveflow.

3.6 Termination of Relationship. Either party may terminate this Agreement as provided in Section 9. 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 auto liability insurance that meets or exceeds the higher of: (a) the applicable state minimum financial responsibility requirements for each jurisdiction in which you operate, or (b) $750,000 per incident for vehicles with a gross vehicle weight rating (GVWR) of 10,000 pounds or more used to transport freight.

4.2 State Minimums. Without limiting the foregoing, you must comply with applicable state requirements, including but not limited to:

Tennessee: Single limit of at least $65,000 or split limits of at least $25,000/$50,000/$25,000 (bodily injury per person / bodily injury per accident / property damage) per Tenn. Code Ann. § 55-12-102(12)(D).
South Carolina: For motor carriers transporting freight with GVWR of 10,000 lbs or more, at least $750,000 per incident (non-hazardous) per S.C. Code Regs. 38-414; general auto minimums per S.C. Code Ann. § 38-77-140 where applicable.

4.3 Proof of Insurance. You must provide Moveflow with proof of insurance upon request and at least annually. You must notify Moveflow immediately of any lapse, cancellation, or material change in coverage.

4.4 Cargo Insurance. You must maintain cargo insurance as required by applicable law or by agreements between Moveflow and Contractors.

4.5 Failure to Maintain Insurance. Failure to maintain required insurance is a material breach of this Agreement and may result in immediate 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; South Carolina certification per S.C. Code Ann. §§ 58-23-40, 58-23-210).
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.
Driver Qualifications: Valid commercial driver’s license (CDL) appropriate for the vehicle class; all required certifications and medical qualifications.
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 Acceptance of Assignments. You may accept or decline Hauls offered through the Platform. When you accept a Haul, you agree to complete the transportation of materials from the designated pickup location to the designated delivery location in accordance with the load confirmation.

6.2 Proof of Delivery. You agree to provide proof of delivery (including photo documentation and delivery confirmation) through the Platform as required by Moveflow’s procedures. Completion of delivery and provision of proof of delivery are conditions for payment.

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

6.4 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. Driving fees for completed Hauls are paid separately per Section 7 and are not funded through the Materials Payment Card.

7. Payment Terms

7.1 Fulfillment Compensation and Platform Fee. Moveflow pays you fulfillment compensation for each completed Haul—this is Moveflow’s cost of purchasing your Services to fulfill Moveflow’s resale of Haul Services to the Contractor, not a pass-through of the Contractor’s funds to you as agent. Moveflow retains a platform fee of 5% of the haul amount (minimum $5 per transaction) and may deduct any applicable payment processing costs disclosed in the Platform. The fulfillment compensation payable to you for each completed Haul is the remaining amount after that retained fee and those processing costs, calculated and displayed in the Platform for that Haul (and may be expressed in the Platform in terms consistent with the economics above). This structure aligns with Section 2.4: Moveflow’s gross revenue is the full amount charged to the Contractor for the Haul Services; Moveflow’s payment to you is part of Moveflow’s cost of sales (or cost of goods sold) for that revenue.

7.2 Payout. Moveflow will pay your fulfillment compensation for completed Hauls per Moveflow’s standard payout schedule, which may be updated from time to time. Payouts are made to the bank account or payout method you designate in the Platform. You must maintain a valid payout account to receive payments.

7.3 Disputes, Chargebacks, and Recovery. Moveflow, as Merchant of Record, has final authority over payment disputes, refunds, and chargebacks with Contractors and payment networks. Moveflow bears customer-facing refund and chargeback risk in the first instance as seller to the Contractor. 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 losses 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 the load confirmation—including where Moveflow in good faith issues a refund or credit to the Contractor for a service failure attributable to you. Nothing in this Section requires Moveflow to seek recovery from you before satisfying valid customer remedies where Moveflow deems appropriate.

7.4 Tax Reporting. Moveflow will report payments to you 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 AMOUNT MOVEFLOW PAID TO YOU 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 at any time, with or without cause, with or without notice, including for: (a) breach of this Agreement; (b) failure to maintain required insurance; (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.

10.4 Effect of Termination. Upon termination: (a) your right to access the Platform and receive new assignments ceases; (b) Moveflow will pay you 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 arbitration shall be conducted in Wild Dunes, Isle of Palms, South Carolina, 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 South Carolina, without regard to conflict of law principles.

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.

12.3 Amendments. Moveflow may amend this Agreement at any time by posting the updated Agreement on the Platform or by notifying you through the Platform or by email. Your continued use of the Platform after the effective date of amendments constitutes acceptance. If you do not agree to amendments, you must cease use of the Platform.

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. 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; and

(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 Moveflow is the seller of Haul Services to Contractors and purchases your performance to fulfill those sales, as described in Section 2—not a marketplace through which you receive payments directly from Contractors.

14. Contact Information

For questions about this Agreement, contact Moveflow at:

MoveFlow Technologies, LLC
251 Little Falls Dr.
Wilmington, DE 19808-1674
Phone: +1 (865) 297-7313
Email: info@moveflow.tech

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.